The SEI Emerging Markets Equity Fund

Vote Summary ReportVOTING RECORDS
The SEI Emerging Markets Equity Fund Votes Against Management Report
Votes Against Management Report Reporting Period: 04/01/2019 to 06/30/2019
3SBio, Inc.
Meeting Type: Annual Ticker: 1530
Primary ISIN: KYG8875G1029 Primary SEDOL: BY9D3L9
Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
4A
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 Against For Authorize Reissuance of Repurchased Shares 4C
Voter Rationale: Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.
Airtac International Group
Primary ISIN: KYG014081064 Primary SEDOL: B52J816
Proposal
Number
Proponent
Vote
Instruction
3.1 Elect LEONG KAM SON, with ID NO.A35166XXX, as Independent Director
Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Additionally, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Approve Release of Restrictions of Competitive Activities of Directors
8
Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.
America Movil SAB de CV
Meeting Date: 04/09/2019 Country: Mexico
Meeting Type: Special Ticker: AMXL
Primary ISIN: MXP001691213 Primary SEDOL: 2667470
Page 1 of 69
America Movil SAB de CV
Proposal Number
Shareholders Mgmt For Against
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Additionally, 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.
Angang Steel Company Limited
Primary ISIN: CNE1000001V4 Primary SEDOL: 6015644
Proposal Number
8 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
Mgmt For Against
AngloGold Ashanti Ltd.
Meeting Type: Annual Ticker: ANG
Primary ISIN: ZAE000043485 Primary SEDOL: 6565655
Proposal
Number
Proponent
6.2 Approve Remuneration Implementation Report Mgmt For Against
Voter Rationale: 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 69
AngloGold Ashanti Ltd.
Meeting Type: Annual Ticker: ANG
Primary ISIN: ZAE000043485 Primary SEDOL: 6565655
Proposal
Number
Proponent
Voter Rationale: 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.
ANTA Sports Products Ltd.
Primary ISIN: KYG040111059 Primary SEDOL: B1YVKN8
Proposal
Number
Proponent
Mgmt Against For Authorize Reissuance of Repurchased Shares 12
Arca Continental SAB de CV
Meeting Type: Annual Ticker: AC
Primary ISIN: MX01AC100006 Primary SEDOL: 2823885
Proposal Number
Elect Secretaries
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Page 3 of 69
Arca Continental SAB de CV Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Approve Remuneration of Board Committee Members; Elect Chairman of Audit and Corporate Practices Committee
5
Arcos Dorados Holdings, Inc.
Meeting Type: Annual Ticker: ARCO
Primary ISIN: VGG0457F1071 Primary SEDOL: B529PQ0
Proposal Number
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 compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director Carlos Hernandez-Artigas 3b
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 compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Asmedia Technology Inc.
Primary ISIN: TW0005269005 Primary SEDOL: B6ZZQ69
Proposal Number
Page 4 of 69
Asmedia Technology Inc. Proposal
Vote
Instruction
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.
Banco do Brasil SA
Primary ISIN: BRBBASACNOR3 Primary SEDOL: 2328595
Proposal Number
Members Mgmt For Against
Banco Santander (Brasil) SA
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Proposal Number
Mgmt For Against
Voter Rationale: We urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
Primary ISIN: BRSANBCDAM13 Primary SEDOL: B4V5RY4
Page 5 of 69
Management Mgmt For Against
Bank of China Limited
Primary ISIN: CNE1000001Z5 Primary SEDOL: B154564
Proposal Number
Mgmt For Against
Primary ISIN: KYG1146Y1017 Primary SEDOL: BGDY260
Proposal
Number
Proponent
2 Elect Director Xiaodong Wang Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. In addition, 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 Authorize the Board of Directors to Issue, Allot, or Deal with Unissued Ordinary Shares and/or
American Depositary Shares
6
Page 6 of 69
BeiGene Ltd. Proposal
Mgmt Against For Approve Connected Person Placing Authorization 7
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
8
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, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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. 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. 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.
Beijing Enterprises Water Group Ltd.
Meeting Date: 05/31/2019 Country: Bermuda
Primary ISIN: BMG0957L1090 Primary SEDOL: B01YCG0
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
3.5 Elect Shea Chun Lok Quadrant as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights 6
Page 7 of 69
BRF SA
Primary ISIN: BRBRFSACNOR8 Primary SEDOL: 2036995
Proposal
Number
Proponent
Mgmt For Against
Mgmt Against For Approve 2019 Global Compensation Cap in the Amount of BRL 118.3 Million
3
Mgmt Against For Amend Share Matching Plan 1
Voter Rationale: Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Brilliance China Automotive Holdings Limited
Primary ISIN: BMG1368B1028 Primary SEDOL: 6181482
Proposal
Number
Proponent
4A Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
Mgmt For Against
Mgmt Against For Adopt New Share Option Scheme and Authorize Board to Deal With All Matters in Relation to the New Share Option Scheme
5
Voter Rationale: 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. Moreover, share-based incentive plans for executives and employees should be submitted to shareholder approval as separate voting items. Incentive awards to executives should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.
Page 8 of 69
Catcher Technology Co. Ltd.
Primary ISIN: TW0002474004 Primary SEDOL: 6186669
Proposal
Number
Proponent
Vote
Instruction
9.4 Elect MENG HUAN LEI, with ID NO. E121040XXX, as Non-Independent 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. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Approve Release of Restrictions of Competitive Activities of Newly Appointed Directors
10
Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.
Cathay Financial Holdings Co. Ltd.
Meeting Date: 06/14/2019 Country: Taiwan
Primary ISIN: TW0002882008 Primary SEDOL: 6425663
Proposal
Number
Proponent
Vote
Instruction
8.4 Elect Tsu-Pei Chen, a Representative of Culture and Charity Foundation of the CUB with Shareholder No. 579581, as Non-Independent Director
Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Chi-Wei Joong, a Representative of Chia Yi Capital Co., Ltd. with Shareholder No. 572870,
as Non-Independent Director
8.5
Mgmt Against For Elect Andrew Ming-Jian Kuo, a Representative of Culture and Charity Foundation of the CUB with Shareholder No. 579581, as Non-Independent Director
8.6
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.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.
Page 9 of 69
Cathay Financial Holdings Co. Ltd. Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Elect Tiao-Kuei Huang, a Representative of Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director
8.7
Mgmt Against For Elect Ming- Ho Hsiung, a Representative of Cathay Life Insurance Co., Ltd. Employees' Welfare Committee with Shareholder No. 1237, as Non-Independent Director
8.8
Mgmt Against For Elect Feng-Chiang Miau with ID No. A131723XXX as Independent Director
8.10
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.In addition, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Elect Edward Yung Do Way with ID No. A102143XXX as Independent Director
8.11
Voter Rationale: Directors 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.
CCR SA
Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970
Proposal
Number
Proponent
Vote
Instruction
1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2018
Mgmt For Against
Voter Rationale: The auditors have qualified their opinion in evaluation of accounts.
Mgmt Against For Elect Ana Maria Marcondes Penido Sant'Anna as Board Chairman and Eduarda Penido Dalla Vecchia as Alternate
6.1
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, 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. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Page 10 of 69
CCR SA Proposal
Vote
Instruction
Mgmt Against For Elect Luiz Carlos Cavalcanti Dutra Junior as Director and Nelson Tambelini Junior as Alternate
6.2
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Ricardo Coutinho de Sena as Vice-Chairman and Jose Henrique Braga Polido
Lopes as Alternate
6.3
Mgmt Against For Elect Fernando Luiz Aguiar Filho as Director and Leonardo de Almeida Massa as Alternate
6.4
Mgmt Against For Elect Paulo Roberto Reckziegel Guedes as Director and Tarcisio Augusto Carneiro as Alternate
6.5
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Henrique Sutton de Sousa Neves as Director and Rosa Evangelina Penido Dalla Vecchia as Alternate
6.6
Mgmt Against For Elect Renato Torres de Faria as Director and
Paulo Marcio de Oliveira Monteiro as Alternate 6.7
Mgmt Against For Elect Luis Claudio Rapparini Soares as Director
and Eduardo Penido Sant'Anna as Alternate 6.8
Mgmt Against For Elect Flavio Mendes Aidar as Director and Livio Hagime Kuze as Alternate
6.9
Mgmt Against For Elect Luiz Alberto Colonna Rosman as Independent Director
6.11
Voter Rationale: A vote FOR candidate Eduardo Bunker Gentil (Item 6.10) is warranted as he is a new independent nominee.Votes AGAINST the new non-independent nominee Luis Claudio Rapparini Soares, as well as the incumbent candidates are warranted given the proposed board's lack of overall independence and the concerns regarding material failures of governance and potential breach of fiduciary duty from the company's administrators.
Page 11 of 69
CCR SA Proposal
Independent Director 6.12
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Appoint Ana Maria Marcondes Penido Sant'Anna as Board Chairman and Ricardo Coutinho de
Sena as Vice-Chairman
10
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, 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. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Approve Remuneration of Company's Management
13
CCR SA
Primary ISIN: BRCCROACNOR2 Primary SEDOL: 2840970
Proposal
Number
Proponent
Vote
Instruction
1 Ratify Contracts between Company and Former Administrators Re: Collaboration Program and Waive Lawsuit Against Former Directors Involved in the Collaboration Program
Mgmt For Against
Voter Rationale: We voted against as the terms of the Incentive Collaboration Agreement proposed do not appear to be in the best interest of the company's unaffiliated shareholders
Cencosud SA
Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2
Page 12 of 69
Cencosud SA
Proposal Number
d Elect Directors Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Additionally, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Appoint Auditors h
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt Against For Other Business m
Voter Rationale: Any Other Business should not be a voting item.
Cencosud SA
Primary ISIN: CL0000000100 Primary SEDOL: B00R3L2
Proposal Number
Compensation Plan Mgmt For Against
Central Pattana Public Co. Ltd.
Meeting Date: 04/26/2019 Country: Thailand
Meeting Type: Annual Ticker: CPN
Primary ISIN: TH0481B10Z00 Primary SEDOL: B6SR7L4
Proposal Number
5.2 Elect Sudhisak Chirathivat as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors.
Mgmt Against For Elect Kobchai Chirathivat as Director 5.3
Page 13 of 69
Central Pattana Public Co. Ltd. Proposal
Number
Proponent
Mgmt Against For Elect Prin Chirathivat as Director 5.4
Mgmt Against For Approve Remuneration of Directors 6
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 Against For Other Business 8
China Communications Services Corp. Ltd.
Meeting Date: 04/18/2019 Country: China
Meeting Type: Special Ticker: 552
Primary ISIN: CNE1000002G3 Primary SEDOL: B1HVJ16
Proposal
Number
Proponent
1 Approve Financial Services Framework Agreement, Proposed Annual Caps and Related Transactions
Mgmt For Against
Voter Rationale: In the absence of compelling economic rationale such pooling of the group’s cash through an unlisted financial vehicle may give the parent company control over the listed company’s finances.
China Conch Venture Holdings Limited
Meeting Date: 06/26/2019 Country: Cayman Islands
Primary ISIN: KYG2116J1085 Primary SEDOL: BH7HM06
Proposal Number
3d Elect Chang Zhangli as Director Mgmt For Against
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.
Page 14 of 69
China Conch Venture Holdings Limited Proposal
Number
Proponent
China Everbright International Limited
Primary ISIN: HK0257001336 Primary SEDOL: 6630940
Proposal Number
5.1 Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights Mgmt For Against
Mgmt Against For Authorize Reissuance of Repurchased Shares 5.3
China Everbright Limited
Proposal Number
3c Elect Lin Zhijun as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Also, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, directors 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.
Page 15 of 69
China Everbright Limited Proposal
China Medical System Holdings Ltd.
Primary ISIN: KYG211081248 Primary SEDOL: B6WY993
Proposal Number
and Authorize Board to Fix Their Remuneration Mgmt For Against
5
China Mobile Limited
Proposal
Number
Proponent
Vote
Instruction
4.1 Elect Moses Cheng Mo Chi 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. In addition, directors 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.
Page 16 of 69
China Mobile Limited Proposal
China Mobile Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
4.1 Elect Moses Cheng Mo Chi as Director Mgmt For Against
China Molybdenum Co., Ltd.
Primary ISIN: CNE100000114 Primary SEDOL: B1VRCG6
Proposal Number
12 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A
Shares and/or H Shares
Mgmt For Against
Page 17 of 69
China National Building Material Company Limited
Primary ISIN: CNE1000002N9 Primary SEDOL: B0Y91C1
Proposal
Number
Proponent
7 Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for
Unlisted Shares and H Shares
Mgmt For Against
China Petroleum & Chemical Corp.
Primary ISIN: CNE1000002Q2 Primary SEDOL: 6291819
Proposal
Number
Proponent
Instruments Mgmt For Against
China Taiping Insurance Holdings Company Limited
Meeting Date: 05/31/2019 Country: Hong Kong
Proposal Number
3a2 Elect Huang Weijian as Director Mgmt For Against
Page 18 of 69
China Taiping Insurance Holdings Company Limited Proposal
Number
Proponent
Mgmt Against For Elect Zhu Xiangwen as Director 3a3
Mgmt Against For Elect Zhu Dajian as Director 3a4
5
China Vanke Co., Ltd.
Primary ISIN: CNE100001SR9 Primary SEDOL: BN320P8
Proposal
Number
Proponent
Mgmt For Against
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for H Shares
8
Cia Cervecerias Unidas SA
Primary ISIN: CLP249051044 Primary SEDOL: 2196189
Page 19 of 69
Cia Cervecerias Unidas SA
5 Elect Directors Mgmt For Withhold
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Withhold For Appoint Auditors 9a
CIFI Holdings (Group) Co. Ltd.
Primary ISIN: KYG2140A1076 Primary SEDOL: B8Z00N3
Proposal
Number
Proponent
3.4 Elect Tan Wee Seng as Director Mgmt For Against
5
CIMC Enric Holdings Ltd.
Primary ISIN: KYG2198S1093 Primary SEDOL: B0M6DX9
Proposal
Number
Proponent
Page 20 of 69
CIMC Enric Holdings Ltd. Proposal
Number
Proponent
Vote
Instruction
5
CITIC Limited
Proposal
Number
Proponent
10 Approve Issuance of Equity or Equity-Linked
CITIC Securities Co., Ltd.
Primary ISIN: CNE1000016V2 Primary SEDOL: B6SPB49
Proposal Number
Remuneration
Mgmt For Against
Page 21 of 69
CITIC Securities Co., Ltd. Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A Shares and H Shares
7
CNOOC Limited
Primary ISIN: HK0883013259 Primary SEDOL: B00G0S5
Proposal Number
A3 Elect Wang Dongjin as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Chiu Sung Hong as Director A5
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Securities without Preemptive Rights B2
Mgmt Against For Authorize Reissuance of Repurchased Shares B3
Companhia Siderurgica Nacional
Primary ISIN: BRCSNAACNOR6 Primary SEDOL: B019KX8
Page 22 of 69
Companhia Siderurgica Nacional
Mgmt Abstain For Elect Directors 6
Voter Rationale: An ABSTAIN is warranted for the management's board nominees to allow minority shareholders to concentrate their votes on the election of a minority board representative, further analyzed under Item 12.
Corporacion America Airports SA
Primary ISIN: LU1756447840 Primary SEDOL: BD45SN0
Proposal Number
8 Approve Share Repurchase Mgmt For Against
Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Cosan SA
Primary ISIN: BRCSANACNOR6 Primary SEDOL: B0P72G5
Proposal Number
6.4 Elect Burkhard Otto Cordes as Director Mgmt For Against
Mgmt Against For Elect Dan Ioschpe as Director 6.5
Mgmt Against For Elect Mailson Ferreira da Nobrega as Director 6.6
Page 23 of 69
Country Garden Holdings Co. Ltd.
Primary ISIN: KYG245241032 Primary SEDOL: B1VKYN6
Proposal
Number
Proponent
Vote
Instruction
3a5 Elect Shek Lai Him, Abraham as Director Mgmt For Against
5
CRRC Corporation Limited
Primary ISIN: CNE100000BG0 Primary SEDOL: B2R2ZC9
Proposal
Number
Proponent
7 Approve 2019 Arrangement of Guarantees Mgmt For Against
Voter Rationale: A vote AGAINST this resolution is warranted since the company will be taking in a disproportionate amount of risk relative to its ownership stake without compelling justification.
Mgmt Against For Approve Issuance of Debt Financing Instruments
14
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights for A Shares and H Shares
15
Page 24 of 69
Cyrela Brazil Realty SA Empreendimentos e Participacoes
Meeting Date: 04/26/2019 Country: Brazil
Meeting Type: Special Ticker: CYRE3
Primary ISIN: BRCYREACNOR7 Primary SEDOL: 2189855
Proposal
Number
Proponent
Mgmt For Against
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Emaar Properties PJSC
Meeting Type: Annual Ticker: EMAAR
Primary ISIN: AEE000301011 Primary SEDOL: B01RM25
Proposal Number
8 Ratify Auditors and Fix Their Remuneration for FY 2019
Mgmt For Against
Erste Group Bank AG
Primary ISIN: AT0000652011 Primary SEDOL: 5289837
Proposal Number
Mgmt For Against
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Page 25 of 69
Erste Group Bank AG Proposal
Number
Proponent
Member 7.2
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.
Mgmt Against For Authorize Repurchase of Up to Ten Percent of Issued Share Capital for Trading Purposes
8
Voter Rationale: Shares should not be repurchased at a significant variation to the market price.
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Key Employees
9
First Quantum Minerals Ltd.
Primary ISIN: CA3359341052 Primary SEDOL: 2347608
Proposal Number
2.4 Elect Director Peter St. George Mgmt For Withhold
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.
Mgmt Withhold For Elect Director Andrew B. Adams 2.5
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.
Mgmt Against For Advisory Vote on Executive Compensation
Approach 4
Voter Rationale: 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.
Gazprom PJSC
Primary ISIN: RU0007661625 Primary SEDOL: B59L4L7
Page 26 of 69
Gazprom PJSC
Proposal Number
Commission Mgmt For Against
Voter Rationale: As incumbent members of the audit commission, these nominees are best suited to continue the uninterrupted functioning of the audit commission.
Mgmt Against For Elect Iurii Nosov as Member of Audit
Commission 14.5
Mgmt Against For Elect Karen Oganian as Member of Audit Commission
14.6
Mgmt Against For Elect Dmitrii Pashkovskii as Member of Audit Commission
14.7
Mgmt Against For Elect Sergei Platonov as Member of Audit Commission
14.8
Mgmt Against For Elect Evgenii Stoliarov as Member of Audit Commission
14.9
Mgmt Against For Elect Tatiana Fisenko as Member of Audit
Commission 14.10
Geely Automobile Holdings Limited
Primary ISIN: KYG3777B1032 Primary SEDOL: 6531827
Proposal Number
Mgmt For Against
Geely Automobile Holdings Limited Proposal
Number
Proponent
Vote
Instruction
Mgmt Against For Elect Yeung Sau Hung, Alex as Director 6
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
10
Globe Telecom, Inc.
Primary ISIN: PHY272571498 Primary SEDOL: 6284864
Proposal
Number
Proponent
Vote
Instruction
4.1 Elect Jaime Augusto Zobel de Ayala as Director Mgmt For Against
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors 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 Against For Elect Delfin L. Lazaro as Director 4.2
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Lang Tao Yih, Arthur as Director 4.3
Page 28 of 69
Globe Telecom, Inc. Proposal
Vote
Instruction
Mgmt Against For Elect Fernando Zobel de Ayala as Director 4.4
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, directors 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 Against For Elect Jose Teodoro K. Limcaoco as Director 4.5
Mgmt Against For Elect Romeo L. Bernardo as Director 4.6
Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Ernest L. Cu as Director 4.7
Mgmt Against For Elect Samba Natarajan as Director 4.8
Mgmt Against For Approve Other Matters 6
Gruma SAB de CV
Primary ISIN: MXP4948K1056 Primary SEDOL: 2392545
Proposal
Number
Proponent
5 Elect Directors, Secretary, and Alternates, Verify Independence Classification of Directors and Approve Their Remuneration; Approve Remuneration of Audit and Corporate Practices
Committees
Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Elect Chairmen of Audit and Corporate Practices Committees
6
Grupo Financiero Banorte SAB de CV
Meeting Type: Annual Ticker: GFNORTEO
Proposal
Number
Proponent
Vote
Instruction
5.a1 Elect Carlos Hank Gonzalez as Board Chairman Mgmt For Against
Voter Rationale: 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. In addition, 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 Elect Adrian Sada Cueva as Director 5.a10
Voter Rationale: 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 Against For Elect Alfonso de Angoitia Noriega as Director 5.a13
Voter Rationale: 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.
Grupo Mexico S.A.B. de C.V.
Meeting Type: Annual Ticker: GMEXICOB
Proposal
Number
Proponent
6 Ratify Auditors Mgmt For Against
Mgmt Against For Elect or Ratify Directors; Verify Independence of Board Members; Elect or Ratify Chairmen and Members of Board Committees
7
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. In addition, the board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Page 30 of 69
Grupo Mexico S.A.B. de C.V. Proposal
Number
Proponent
Grupo Televisa SAB
Primary ISIN: MXP4987V1378 Primary SEDOL: 2380108
Proposal Number
Shareholders Mgmt For Against
Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting; Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts; and No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
Mgmt Against For Authorize Board to Ratify and Execute Approved
Resolutions 2
Mgmt Against For Elect or Ratify Directors Representing Series D
Shareholders 1
Voter Rationale: There are concerns regarding potential governance failure and breach of fiduciary duty in light of corruption investigations involving the company's administrators and the disclosure of several material weaknesses regarding the company's internal control of its financial reporting. Although the company has disclosed remediation efforts with regard to the material weaknesses, they do not appear to be fully implemented and, absent disclosure of the most recent year's financial statements, shareholders cannot fully assess the effectiveness of such efforts. No significant changes to the composition of the company's boards or key committees have been proposed despite the governance concerns.
Mgmt Against For Authorize Board to Ratify and Execute Approved
Resolutions 2
Page 31 of 69
Grupo Televisa SAB Proposal
Vote
Instruction
Mgmt Against For Approve Financial Statements and Statutory Reports as Required by Article 28 of Mexican Securities Law, Approve Financial Statements; Approve Discharge of Directors, CEO and Board
Committees
1
Voter Rationale: The company has bundled the request to approve its financial statements and the discharge of directors and CEO under the same proposal, preventing shareholders from voting on such key resolutions separately. The company is currently subject to multiple class action lawsuits, related to the investigations regarding alleged payment of bribes to executives of FIFA, to secure broadcasting rights for upcoming World Cup tournaments. The corruption allegations, and the ongoing investigations, raise concerns regarding potential governance failure and breach of fiduciary duty of the company's administrators and, although the company has denied any wrong doing, no additional information regarding measures taken to address such concerns have been disclosed. The company and its external auditor disclosed material weaknesses in Televisa's internal controls over financial reporting as of Dec. 31, 2017. While the company has announced a remediation plan in response to the material weaknesses, it is unclear how much has already been implemented and the company has not yet disclosed its audited financial statements or 20-F for fiscal year 2018, preventing shareholders from assessing the effectiveness of such remediation actions.
Mgmt Against For Approve Allocation of Income 3
Voter Rationale: A vote AGAINST this item is warranted given that the company's payouts in recent years have consistently fallen below 30 percent of net income, and the company has failed to outperform the country's main equity index on a TSR basis in recent years.
Mgmt Against For Set Aggregate Nominal Amount of Share Repurchase Reserve; Receive Report on Policies and Board's Decisions on Share Repurchase and Sale of Treasury Shares
4
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Against For Elect or Ratify Members of Board, Secretary and Other Officers
5
Mgmt Against For Elect or Ratify Members of Executive Committee 6
Mgmt Against For Elect or Ratify Chairman of Audit Committee 7
Page 32 of 69
Grupo Televisa SAB Proposal
Mgmt Against For Elect or Ratify Chairman of Corporate Practices
Committee 8
Guangzhou R&F Properties Co., Ltd.
Primary ISIN: CNE100000569 Primary SEDOL: B19H8Y8
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
10 Approve Extension of Guarantees by the Company on Behalf of Subsidiaries, Associates, Joint Ventures and Other Investee Companies
Mgmt For Against
Voter Rationale: A vote AGAINST these resolutions is warranted since the company could take in a disproportionate amount of risk relative to its ownership stake without compelling justification.
Mgmt Against For Approve Extension of Guarantees on Behalf of Subsidiaries, Associates and Joint Ventures in 2018
11
Voter Rationale: A vote AGAINST these resolutions is warranted since the company could take in a disproportionate amount of risk relative to its ownership stake without compelling justification.
Haier Electronics Group Co., Ltd.
Primary ISIN: BMG423131256 Primary SEDOL: B1TL3R8
Page 33 of 69
Haier Electronics Group Co., Ltd.
Proposal Number
6 Approve Issuance of Equity or Equity-Linked
Mgmt Against For Approve Allotment and Issuance of New Shares Under the Restricted Share Award Scheme
8
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. In addition, 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.
Hapvida Participacoes e Investimentos SA
Meeting Date: 04/22/2019 Country: Brazil
Meeting Type: Annual Ticker: HAPV3
Primary ISIN: BRHAPVACNOR4 Primary SEDOL: BF4J7N9
Proposal Number
Hindustan Unilever Ltd.
Primary ISIN: INE030A01027 Primary SEDOL: 6261674
Proposal Number
Page 34 of 69
Hindustan Unilever Ltd. Proposal
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
HIWIN Technologies Corp.
Primary ISIN: TW0002049004 Primary SEDOL: B1YMYT5
Proposal Number
as Non-Independent Director Mgmt For Against
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.Furthermore, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Elect Chiang, Cheng-Ho with ID No.
F102570XXX as Independent Director 9.7
Home Product Center Public Co., Ltd.
Meeting Date: 04/09/2019 Country: Thailand
Meeting Type: Annual Ticker: HMPRO
Primary ISIN: TH0661010007 Primary SEDOL: 6418544
Proposal Number
5.1 Elect Suwanna Buddhaprasart as Director Mgmt For Against
Mgmt Against For Elect Thaveevat Tatiyamaneekul as Director 5.2
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Page 35 of 69
Home Product Center Public Co., Ltd. Proposal
Number
Proponent
Mgmt Against For Elect Chanin Roonsumrarn as Director 5.3
Voter Rationale: For companies without an independent chairman, the board should have at least 50% independent directors. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Further, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Lastly, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Other Business 11
Hua Hong Semiconductor Limited
Primary ISIN: HK0000218211 Primary SEDOL: BRB3857
Proposal Number
Mgmt For Against
Hypera SA
Primary ISIN: BRHYPEACNOR0 Primary SEDOL: B2QY968
Proposal
Number
Proponent
3 Amend Bonus Matching Plan 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 time. In addition, 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.
Page 36 of 69
Hypera SA Proposal
Mgmt Against For Amend Restricted Stock Plan 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 time.
ICICI Lombard General Insurance Company Limited
Meeting Date: 06/27/2019 Country: India
Primary ISIN: INE765G01017 Primary SEDOL: BYXH7P9
Proposal Number
Industrial & Commercial Bank of China Limited
Primary ISIN: CNE1000003G1 Primary SEDOL: B1G1QD8
Proposal Number
Mgmt For Against
Infosys Limited
Primary ISIN: INE009A01021 Primary SEDOL: 6205122
Page 37 of 69
Infosys Limited
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
4 Approve Infosys Expanded Stock Ownership Program - 2019 to Eligible Employees 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.Furthermore, 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 Against For Approve Infosys Expanded Stock Ownership Program - 2019 to Eligible Employees of the Company's Subsidiaries
5
Mgmt Against For Approve Secondary Acquisition of Shares of the Company by the Infosys Expanded Stock
Ownership Trust
6
Mgmt Against For Approve Grant of Stock Incentives to Salil Parekh Under Infosys Expanded Stock
Ownership Program - 2019
7
Mgmt Against For Approve Change of Terms of Appointment of Salil Parekh as Chief Executive Officer and
Managing Director
8
Mgmt Against For Approve Grant of Stock Incentives to U. B. Pravin Rao Under Infosys Expanded Stock Ownership Program - 2019
9
Kingboard Laminates Holdings Limited
Primary ISIN: KYG5257K1076 Primary SEDOL: B1HHFV6
Page 38 of 69
Kingboard Laminates Holdings Limited
6A Approve Issuance of Equity or Equity-Linked
Kumba Iron Ore Ltd.
Meeting Type: Annual Ticker: KIO
Primary ISIN: ZAE000085346 Primary SEDOL: B1G4262
Proposal Number
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.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 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.
Lee & Man Paper Manufacturing Ltd.
Primary ISIN: KYG5427W1309 Primary SEDOL: 6693772
Proposal
Number
Proponent
Mgmt For Against
Page 39 of 69
Lee & Man Paper Manufacturing Ltd. Proposal
Number
Proponent
Linx SA
Primary ISIN: BRLINXACNOR0 Primary SEDOL: B9DL3B4
Proposal Number
Logan Property Holdings Company Limited
Primary ISIN: KYG555551095 Primary SEDOL: BH6X937
Proposal Number
Mgmt For Against
Page 40 of 69
Lojas Renner SA
Primary ISIN: BRLRENACNOR1 Primary SEDOL: B0CGYD6
Proposal
Number
Proponent
Vote
Instruction
11.2 Elect Cristell Lisania Justen as Fiscal Council Member and Roberto Zeller Branchi as Alternate
Mgmt For Abstain
Voter Rationale: The company disclosed four nominees, and alternates, for a three-member fiscal council.The proposed nominees are as follows:- Item 11.1 New management fiscal council nominee Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz- Item 11.2- New management fiscal council nominee Cristell Lisania Justen and alternate Roberto Zeller Branchi- Item 11.3 Incumbent fiscal council nominee Ricardo Zaffari Grechi and alternate Roberto Frota Decourt- Item 11.4 New shareholder fiscal council nominee Jose Eduardo Moreira Bergo and alternate Isabel Cristina Bittencourt SantiagoSupport FOR the incumbent nominee Ricardo Zaffari Crechi and alternate Roberto Frota Decourt (Item 11.3) is recommended in light of the lack of known concerns regarding the performance of the fiscal council members. In addition, support FOR the new management nominee Joarez Jose Picinini and incumbent alternate Ricardo Gus Maltz (Item 11.1) is also recommended.Lastly, a vote FOR the new shareholder nominee Jose Eduardo Moreira Bergo and alternate Isabel Cristina Bittencourt Santiago (Item 11.4) is recommended in light

Documents

The SEI Emerging Markets Equity Fund