Vote Summary Report4c648fd0-fe7b-413e...Metzler All Votes Report Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017 PT AKR Corporindo Tbk Proposal Number Proponent Proposal

Metzler

All Votes

01/01/2017 to 31/12/2017 (III out of III)

Metzler All Votes Report

Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017

Prudential plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorise Market Purchase of Ordinary Shares 27

Mgmt For For Authorise the Company to Call General Meeting

with Two Weeks' Notice

28

Prysmian S.p.A.

Meeting Date: 04/12/2017 Country: Italy

Meeting Type: Annual/Special Ticker: PRY

Primary ISIN: IT0004176001 Primary SEDOL: B1W4V69

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For Accept Financial Statements and Statutory Reports

1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For For Approve Allocation of Income 2

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

3

Mgmt Against For Approve Remuneration Policy 4

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.

Mgmt Extraordinary Business

Mgmt For For Authorize Issuance of Shares without Preemptive Rights to Service Convertible Bonds

Reserved to Institutional Investors

1

PSP Swiss Property AG

Meeting Date: 04/05/2017 Country: Switzerland

Meeting Type: Annual Ticker: PSPN

Primary ISIN: CH0018294154 Primary SEDOL: B012877

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For

Page 937 of 1,384



PSP Swiss Property AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Report 2

Mgmt For For Approve Allocation of Income and Dividends of

CHF 3.35 per Share

3

Mgmt For For Approve Discharge of Board and Senior

Management

4

Mgmt For For Reelect Luciano Gabriel as Director 5.1

Mgmt For For Reelect Corinne Denzler as Director 5.2

Mgmt For For Reelect Adrian Dudle as Director 5.3

Mgmt For For Reelect Peter Forstmoser as Director 5.4

Mgmt For For Reelect Nathan Hetz as Director 5.5

Mgmt For For Reelect Josef Stadler as Director 5.6

Mgmt For For Reelect Aviram Wertheim as Director 5.7

Mgmt For For Elect Luciano Gabriel as Board Chairman 6

Mgmt For For Appoint Peter Forstmoser as Member of the

Compensation Committee

7.1

Mgmt For For Appoint Adrian Dudle as Member of the


7.2

Mgmt For For Appoint Nathan Hetz as Member of the


7.3

Mgmt For For Appoint Josef Stadler as Member of the


7.4

Mgmt For For Approve Remuneration of Board of Directors in

the Amount of CHF 1 Million

8

Mgmt For For Approve Remuneration of Executive Committee

in the Amount of CHF 4.5 Million

9

Mgmt For For Ratify Ernst and Young AG as Auditors 10

Mgmt For For Designate Proxy Voting Services GmbH as

Independent Proxy

11

Mgmt Against For Transact Other Business (Voting) 12

Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

PT AKR Corporindo Tbk

Meeting Date: 04/20/2017 Country: Indonesia

Meeting Type: Annual Ticker: AKRA

Primary ISIN: ID1000106701 Primary SEDOL: 6048156

Page 938 of 1,384



PT AKR Corporindo Tbk

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

Mgmt For For


Mgmt Against For Approve Allocation of Income 2

Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.

Mgmt Against For Approve Auditors and Authorize Board to Fix

Their Remuneration

3

Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.

Mgmt Against For Approve Remuneration of Directors and

Commissioners

4

Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.

Mgmt Against For Authorize Commissioners to Increase the Issued and Paid-Up Capital in Relation to the Management Stock Option Program (MSOP)

5

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

PT Bank Central Asia Tbk


Meeting Type: Annual Ticker: BBCA

Primary ISIN: ID1000109507 Primary SEDOL: B01C1P6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners

Mgmt For For




Page 939 of 1,384



PT Bank Central Asia Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Tantiem and Remuneration of Directors

and Commissioners

3


Mgmt Against For Appoint Auditors 4


Mgmt Against For Approve Payment of Interim Dividend 5


PT Bank Rakyat Indonesia (Persero) Tbk


Meeting Type: Special Ticker: BBRI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Stock Split and Amend Articles of

Association Regarding the Stock Split Mgmt For For

Mgmt Against For Elect Directors and Commissioners 2

Voter Rationale: The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.

PT Indofood CBP Sukses Makmur Tbk


Meeting Type: Annual Ticker: ICBP

Primary ISIN: ID1000116700 Primary SEDOL: B4LD3M8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Directors' Annual Report Mgmt For For

Mgmt For For Accept Financial Statements 2

Page 940 of 1,384



PT Indofood CBP Sukses Makmur Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt Against For Approve Remuneration of Directors and Commissioners

4


Mgmt Against For Approve Auditors and Authorize Board to Fix Their Remuneration

5


PT PP (Persero) Tbk


Meeting Type: Annual Ticker: PTPP

Primary ISIN: ID1000114002 Primary SEDOL: B6277R6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Accept Financial Report of the Partnership and

Community Development Program (PCDP)

2



Mgmt Against For Approve Remuneration and Tantiem of Directors and Commissioners

4


Mgmt Against For Approve Auditors 5


Mgmt For For Approve Affirmation of Minister of the State-owned Enterprise Regulations

6

Mgmt For For Accept Report on the Use of Proceeds from the Initial Public Offering (IPO) and Rights Issue

7

Page 941 of 1,384



PT PP (Persero) Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend Articles of the Association 8



Voter Rationale: The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.

PT Telekomunikasi Indonesia Tbk


Meeting Type: Annual Ticker: TLKM

Primary ISIN: ID1000129000 Primary SEDOL: BD4T6W7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Annual Report and Commissioners'

Report Mgmt For For

Mgmt For For Accept Financial Statements and Annual Report of the Partnership and Community Development Program (PCDP) and Discharge of Directors and

Commissioners

2



Mgmt Against For Approve Remuneration and Tantiem of Directors

and Commissioners

4


Mgmt Against For Appoint Auditors of the Company and the Partnership and Community Development

Program (PCDP)

5


Mgmt For For Approve the Enforcement of the State-owned Minister Regulation No. PER-03/MBU/12/2016 on the Partnership and Community Development Programs of the State-owned

Enterprises

6

Mgmt For For Amend Articles of Association 7

Page 942 of 1,384



PT Telekomunikasi Indonesia Tbk Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.

PT United Tractors Tbk


Meeting Type: Annual Ticker: UNTR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For



Mgmt For For Elect Commissioners 3

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


Commissioners

4


Mgmt Against For Appoint Auditors 5


PT Waskita Karya (Persero) Tbk


Meeting Type: Annual Ticker: WSKT

Primary ISIN: ID1000126105 Primary SEDOL: B7VW3S2

Page 943 of 1,384



PT Waskita Karya (Persero) Tbk

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements, Statutory Reports, and Report of the Partnership and Community Development Program (PCDP)

Mgmt For For


Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.

Mgmt Against For Appoint Auditors of the Company and the PCDP 3

Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.


4

Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.

Mgmt Against For Authorize Commissioners to Increase the Issued and Paid-Up Capital in relation to the Management and Employee Stock Option Program (MESOP)

5

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

Mgmt Against For Approve Pledging of Assets for Debt 6


Mgmt For For Approve Enforcement of the State-owned

Minister Regulation

7

Mgmt For For Accept Report on the Use of Proceeds from the

Rights Issue and Bonds

8

Mgmt Against For Amend Articles of Association 9




PT Wijaya Karya (Persero) Tbk


Meeting Type: Annual Ticker: WIKA

Primary ISIN: ID1000107600 Primary SEDOL: B28V4M8

Page 944 of 1,384



PT Wijaya Karya (Persero) Tbk

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For

Mgmt For For Accept Report of the Partnership and

Community Development Program (PCDP)

2


Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.

Mgmt Against For Appoint Auditors of the Company and PCDP 4



5

Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.

Mgmt For For Approve Report on Use of Proceeds of Rights Issue I

6

Mgmt For For Approve Affirmation of Minister of the State-owned Enterprise Regulations

7

Mgmt Against For Amend Articles of Association 8




PTT Exploration & Production PCL

Meeting Date: 03/29/2017 Country: Thailand

Meeting Type: Annual Ticker: PTTEP

Primary ISIN: TH0355A10Z04 Primary SEDOL: B1359K1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Acknowledge 2016 Performance Results and 2017 Work Plan of the Company

Mgmt

Mgmt For For Approve Financial Statements 2

Page 945 of 1,384



PTT Exploration & Production PCL Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Dividend Payment 3

Mgmt For For Approve Office of the Auditor General of Thailand as Auditors and Authorize Board to Fix Their Remuneration

4

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 Against For Approve Remuneration of Directors and Sub-Committees

5

Voter Rationale: Variable remuneration, including monetary bonus and/or equity incentive should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Mgmt For For Elect Ampon Kittiampon as Director 6.1

Mgmt For For Elect Twarath Sutabutr as Director 6.2

Mgmt Against For Elect Tevin Vongvanich as Director 6.3

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 For For Elect Somporn Vongvuthipornchai as Director 6.4

Mgmt For For Elect Kulit Sombatsiri as Director 6.5

PTT Global Chemical Public Co., Ltd.


Meeting Type: Annual Ticker: PTTGC

Primary ISIN: TH1074010006 Primary SEDOL: B67QFW9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Acknowledge Company's Operation Report and

Approve Financial Statements Mgmt For For

Mgmt For For Approve Allocation of Income and Dividend

Payment

2

Mgmt For For Elect Prasert Bunsumpun as Director 3.1

Mgmt For For Elect Amnuay Preemonwong as Director 3.2

Mgmt For For Elect Auttapol Rerkpiboon as Director 3.3

Mgmt For For Elect Sarun Rungkasiri as Director 3.4

Mgmt For For Elect Praphon Wongtharua as Director 3.5

Page 946 of 1,384



PTT Global Chemical Public Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration of 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.

Mgmt For For Approve KPMG Phoomchai Audit Ltd. as Auditors and Authorize Board to Fix Their

Remuneration

5

Mgmt For For Approve Purchase and Sale of Shares, Acceptance of Transfer of Rights and Obligation under the Shareholders Agreements and Loan Agreements, and the Transfer of the Projects'

Study Results

6

Mgmt Against For Other Business 7

Voter Rationale: Any Other Business should not be a voting item.

PTT PCL


Meeting Type: Annual Ticker: PTT

Primary ISIN: TH0646010007 Primary SEDOL: 6420389

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Allocation of Profit and Dividend Payment

2

Mgmt For For Elect Kittipong Kittayarak as Director 3.1

Mgmt For For Elect AM Boonsuib Prasit as Director 3.2

Mgmt For For Elect Vichai Assarasakorn as Director 3.3

Mgmt Against For Elect Somsak Chotrattanasiri as Director 3.4

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

Mgmt For For Elect Thammayot Srichuai as Director 3.5



Mgmt For For Approve Office of The Auditor General of Thailand as Auditors and Authorize Board to Fix Their Remuneration

5

Page 947 of 1,384



PTT PCL Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Business Restructuring Plan for the Initial Public Offering of Ordinary Shares and the Listing of PTT Oil and Retail Business Company Limited on the Stock Exchange of

Thailand

6

Mgmt Against For Approve Issuance of Warrants to Purchase

Ordinary Shares Under ESOP

7

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.



Public Bank Berhad

Meeting Date: 03/27/2017 Country: Malaysia

Meeting Type: Annual Ticker: PBBANK

Primary ISIN: MYL1295OO004 Primary SEDOL: B012W42

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Teh Hong Piow as Director Mgmt For For

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 Tay Ah Lek as Director 2

Mgmt For For Approve Remuneration of Directors 3

Mgmt For For Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration

4

Publicis Groupe

Meeting Date: 05/31/2017 Country: France

Meeting Type: Annual/Special Ticker: PUB

Primary ISIN: FR0000130577 Primary SEDOL: 4380429

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 948 of 1,384



Publicis Groupe Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Financial Statements and Statutory

Reports

1

Mgmt For For Approve Consolidated Financial Statements and

Statutory Reports

2


EUR 1.85 per Share

3

Mgmt For For Approve Stock Dividend Program (Cash or New

Shares)

4

Mgmt For For Acknowledge Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

5

Mgmt Against For Reelect Simon Badinter as Supervisory Board

Member

6

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Reelect Jean Charest as Supervisory Board Member

7

Mgmt Against For Elect Maurice Levy as Member of the Supervisory Board and Approve Remuneration Policy of Maurice Levy as Chairman of the Supervisory Board from June 1, 2017

8

Voter Rationale: Retiring CEO should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board. 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 For For Renew Appointment of Cabinet Mazars as Auditor

9

Mgmt For For Non-Binding Vote on Compensation of Elisabeth Badinter, Chairman of the Supervisory Board

10

Mgmt Against For Non-Binding Vote on Compensation of Maurice Levy in title of FY16 and Approve Remuneration Policy of Maurice Levy as Management Board Chairman until May 31, 2017

11

Voter Rationale: It is inappropriate for several voting items to be bundled into one resolution. Shareholders should be able to vote each item separately. 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. In addition, the remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 949 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Non-Binding Vote on Compensation of Kevin Roberts, Member of the Management Board until Aug. 31, 2016

12

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, share-based incentive plan allows for full vesting of awards following an executive's departure from the company. In such cases, equity awards should vest only to the extent that performance conditions have been met and should be scaled back to reflect the time elapsed since the date of grant. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Finally, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.

Mgmt Against For Non-Binding Vote on Compensation of Jean-Michel Etienne, Member of the

Management Board

13

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, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Non-Binding Vote on Compensation of Anne-Gabrielle Heilbronner, Member of the

Management Board

14


Mgmt For For Approve Remuneration Policy of Members of the Supervisory Board

15

Mgmt For For Approve Remuneration Policy of Elisabeth Badinter, Chairman of the Supervisory Board until May 31, 2017

16

Mgmt For For Approve Remuneration Policy of Arthur Sadoun, New Chairman of the Management Board from June 1, 2017

17

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration Policy of Jean-Michel

Etienne, Member of the Management Board

18


Mgmt For For Approve Remuneration Policy of Anne-Gabrielle

Heilbronner, Member of the Management Board

19


Mgmt For For Approve Remuneration Policy of Steve King, New Member of the Management Board from June 1, 2017

20


Page 950 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Termination Package of Arthur Sadoun, Chairman of the Management Board from June 1, 2017

21

Voter Rationale: If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.

Mgmt Against For Approve Termination Package of Steve King, New Member of the Management Board from

June 1, 2017

22

Voter Rationale: If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions. Furthermore, the proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.

Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

23


Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares

24

Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to

Issue Authority without Preemptive Rights

25

Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind

26

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans

27

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for International

Employees

28

Mgmt For For Amend Article 13 of Bylaws Re: Employee Representatives

29

Mgmt Ordinary Business

Mgmt For For Authorize Filing of Required Documents/Other Formalities

30

PulteGroup, Inc.

Meeting Date: 05/03/2017 Country: USA

Meeting Type: Annual Ticker: PHM

Primary ISIN: US7458671010 Primary SEDOL: 2708841

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brian P. Anderson Mgmt For For

Mgmt For For Elect Director Bryce Blair 1.2

Page 951 of 1,384



PulteGroup, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Richard W. Dreiling 1.3

Mgmt For For Elect Director Thomas J. Folliard 1.4

Mgmt For For Elect Director Joshua Gotbaum 1.5

Mgmt For For Elect Director Cheryl W. Grise 1.6

Mgmt For For Elect Director Andre J. Hawaux 1.7

Mgmt For For Elect Director Ryan R. Marshall 1.8

Mgmt For For Elect Director Patrick J. O'Leary 1.9

Mgmt For For Elect Director John R. Peshkin 1.10

Mgmt For For Elect Director Scott F. Powers 1.11

Mgmt For For Elect Director William J. Pulte 1.12

Mgmt For For Ratify Ernst & Young LLP as Auditors 2

Mgmt Against For Advisory Vote to Ratify Named Executive

Officers' Compensation

3

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. 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.

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4

PVH Corp.


Meeting Type: Annual Ticker: PVH

Primary ISIN: US6936561009 Primary SEDOL: B3V9F12

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mary Baglivo Mgmt For For

Mgmt For For Elect Director Brent Callinicos 1b

Mgmt For For Elect Director Emanuel Chirico 1c

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 Elect Director Juan R. Figuereo 1d

Page 952 of 1,384



PVH Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Joseph B. Fuller 1e

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. 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 For For Elect Director V. James Marino 1f

Mgmt For For Elect Director G. Penny McIntyre 1g

Mgmt For For Elect Director Amy McPherson 1h

Mgmt Against For Elect Director Henry Nasella 1i

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, 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 Edward R. Rosenfeld 1j

Mgmt For For Elect Director Craig Rydin 1k

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 Amanda Sourry 1l

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

2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.



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.

Qantas Airways Limited

Meeting Date: 10/27/2017 Country: Australia

Meeting Type: Annual Ticker: QAN

Primary ISIN: AU000000QAN2 Primary SEDOL: 6710347

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2.1 Elect William Meaney as Director Mgmt For For

Mgmt For For Elect Paul Rayner as Director 2.2

Page 953 of 1,384



Qantas Airways Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Todd Sampson as Director 2.3

Mgmt For For Elect Richard Goyder as Director 2.4

Mgmt For For Approve Grant of Performance Rights to Alan

Joyce

3


QinetiQ Group Plc

Meeting Date: 07/19/2017 Country: United Kingdom

Meeting Type: Annual Ticker: QQ.

Primary ISIN: GB00B0WMWD03 Primary SEDOL: B0WMWD0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Voter Rationale: Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. The proposed change in remuneration structure will lead to a reduction in the performance period from three years to a single year and a significant reduction in the level of prospective target disclosure provided to shareholders.


Mgmt For For Approve Final Dividend 4

Mgmt For For Re-elect Lynn Brubaker as Director 5

Mgmt For For Re-elect Sir James Burnell-Nugent as Director 6

Mgmt For For Re-elect Mark Elliott as Director 7

Mgmt For For Re-elect Michael Harper as Director 8

Mgmt For For Re-elect Ian Mason as Director 9

Mgmt For For Re-elect Paul Murray as Director 10

Mgmt For For Re-elect Susan Searle as Director 11

Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.

Mgmt For For Elect David Smith as Director 12

Mgmt For For Re-elect Steve Wadey as Director 13

Mgmt For For Appoint PricewaterhouseCoopers LLP as

Auditors

14

Page 954 of 1,384



QinetiQ Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorise the Audit Committee to Fix

Remuneration of Auditors

15

Mgmt For For Authorise EU Political Donations and

Expenditure

16

Mgmt Against For Approve Incentive Plan 17

Voter Rationale: Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. The proposed change in remuneration structure will lead to a reduction in the performance period from three years to a single year and a significant reduction in the level of prospective target disclosure provided to shareholders.

Mgmt For For Authorise Issue of Equity with Pre-emptive Rights

18

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

19

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

Other Capital Investment

20


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

22

QUALCOMM Incorporated


Meeting Type: Annual Ticker: QCOM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Barbara T. Alexander Mgmt For For

Mgmt For For Elect Director Jeffrey W. Henderson 1b

Mgmt For For Elect Director Thomas W. Horton 1c

Mgmt Withhold For Elect Director Paul E. Jacobs 1d

Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.

Mgmt For For Elect Director Ann M. Livermore 1e

Mgmt For For Elect Director Harish Manwani 1f

Mgmt For For Elect Director Mark D. McLaughlin 1g

Mgmt For For Elect Director Steve Mollenkopf 1h

Page 955 of 1,384



QUALCOMM Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Withhold For Elect Director Clark T. "Sandy" Randt, Jr. 1i

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.

Mgmt For For Elect Director Francisco Ros 1j


Mgmt For For Elect Director Anthony J. Vinciquerra 1k

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 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.


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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. 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 suffciently long period of time.

SH For Against Proxy Access Amendments 4

Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.

Quest Diagnostics Incorporated


Meeting Type: Annual Ticker: DGX

Primary ISIN: US74834L1008 Primary SEDOL: 2702791

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jenne K. Britell Mgmt For For

Mgmt For For Elect Director Vicky B. Gregg 1.2

Mgmt For For Elect Director Jeffrey M. Leiden 1.3

Mgmt For For Elect Director Timothy L. Main 1.4

Mgmt For For Elect Director Gary M. Pfeiffer 1.5

Mgmt For For Elect Director Timothy M. Ring 1.6

Page 956 of 1,384



Quest Diagnostics Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Stephen H. Rusckowski 1.7


Mgmt Against For Elect Director Daniel C. Stanzione 1.8

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.

Mgmt Against For Elect Director Gail R. Wilensky 1.9



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.




Mgmt Against For Amend Non-Employee Director Omnibus Stock

Plan

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. Furthermore, this plan could lead to excessive dilution. Moreover, incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Quintiles IMS Holdings, Inc.


Meeting Type: Annual Ticker: Q

Primary ISIN: US74876Y1010 Primary SEDOL: B7VM917

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jonathan J. Coslet 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.

Page 957 of 1,384



Quintiles IMS Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Michael J. Evanisko 1.2


Mgmt For For Elect Director Dennis B. Gillings 1.3

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.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 Ronald A. Rittenmeyer 1.4



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, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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. Additionally, 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 of time.

Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 3

Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.

Mgmt Against For Approve Omnibus Stock Plan 4

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. 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, this plan could lead to excessive dilution.


Quirin Bank AG

Meeting Date: 06/16/2017 Country: Germany

Meeting Type: Annual Ticker: QB7

Primary ISIN: DE0005202303 Primary SEDOL: B1FWGL0

Page 958 of 1,384



Quirin Bank AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2016 (Non-Voting)

Mgmt


EUR 0.05 per Share

2

Mgmt For For Approve Discharge of Management Board for

Fiscal 2016

3

Mgmt For For Approve Discharge of Supervisory Board for

Fiscal 2016

4

Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Elect Marcel Morschbach to the Supervisory

Board

5

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 For For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2017

6

Mgmt For For Change Company Name to Quirin Privatbank AG 7

Mgmt For For Amend Articles Re: Chairman of General Meeting

8

Mgmt For For Approve Remuneration of Supervisory Board 9

Raiffeisen Bank International AG

Meeting Date: 01/24/2017 Country: Austria

Meeting Type: Special Ticker: RBI

Primary ISIN: AT0000606306 Primary SEDOL: B0704T9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger by Absorption of Raiffeisen Zentralbank Oesterreich AG and Share Capital Increase of EUR 109.7 Million

Mgmt For For

Page 959 of 1,384



Raiffeisen Bank International AG


Meeting Type: Annual Ticker: RBI

Primary ISIN: AT0000606306 Primary SEDOL: B0704T9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory Reports (Non-Voting)

Mgmt

Mgmt For For Approve Discharge of Management Board 2

Mgmt For For Approve Discharge of Supervisory Board 3

Mgmt For For Approve Remuneration of Supervisory Board Members

4

Mgmt For For Ratify KPMG Austria GmbH as Auditors 5

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 Against For Elect Peter Gauper as Supervisory Board Member

6.1

Voter Rationale: For controlled companies, the supervisory board should include at least 33% 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 Elect Wilfried Hopfner as Supervisory Board Member

6.2


Mgmt Against For Elect Rudolf Koenighofer as Supervisory Board

Member

6.3


Mgmt Against For Elect Johannes Ortner as Supervisory Board

Member

6.4


Mgmt For For Elect Birgit Noggler as Supervisory Board Member

6.5

Mgmt For For Elect Eva Eberhartinger as Supervisory Board Member

6.6

Page 960 of 1,384



Raiffeisen Bank International AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Heinrich Schaller as Supervisory Board

Member

6.7

Voter Rationale: For controlled companies, the supervisory board should include at least 33% 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. Furthermore, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Guenther Reibersdorfer as Supervisory Board Member

6.8


Rallye


Meeting Type: Annual/Special Ticker: RAL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2


EUR 1.4 per Share

3


Shares)

4

Mgmt Against For Approve Amendments to Agreement with Euris 5

Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable. Furthermore, shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt For For Elect Anne Yannic as Director 6

Mgmt For For Reelect Philippe Charrier as Director 7

Mgmt For For Reelect Jacques Dumas as Director 8

Mgmt For For Reelect Catherine Fulconis as Director 9

Page 961 of 1,384



Rallye Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Jean-Charles Naouri as Director 10

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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 Finatis as Director 11

Mgmt For For Reelect Fonciere Euris as Director 12

Mgmt Against For Reelect Euris as Director 13

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

Mgmt Against For Reelect Saris as Director 14

Voter Rationale: 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 For For Acknowledge End of Mandate of Jean Chodron de Courcel and Decision Not to Replace Him

15

Mgmt Against For Appoint Jean Chodron de Courcel as Censor 16

Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.

Mgmt Against For Renew Appointment of Christian Paillot as

Censor

17

Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.

Mgmt For For Renew Appointment of Ernst & Young et Autres

as Auditor

18

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. Furthermore, 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 Against For Non-Binding Vote on Compensation of

Jean-Charles Naouri, Chairman

19

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 Non-Binding Vote on Compensation of Didier Carlier, CEO

20

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 of time.

Mgmt Against For Non-Binding Vote on Compensation of Franck Hattab, Vice-CEO

21

Voter Rationale: 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 suffciently long period of time.

Page 962 of 1,384



Rallye Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of Didier Carlier,

CEO until April 3, 2017

22

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve Remuneration Policy of Frank Hattab, Vice-CEO until April 3, 2017

23


Mgmt Against For Approve Remuneration Policy of CEO from April 4, 2017

24


Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital

25

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.


Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 66 Million

26

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Million

27

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 15 Million

28

Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

29

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

30

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 66 Million for Bonus Issue or Increase in Par Value

31

Mgmt For For Authorize Capital Increase of Up to EUR 15

Million for Future Exchange Offers

32

Mgmt For For Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind

33

Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests under Items 26-33 at EUR 66 Million

34

Page 963 of 1,384



Rallye Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize up to 1 Percent of Issued Capital for

Use in Stock Option Plans (New Shares)

35

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 Against For Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plans (Repurchased Shares)

36


Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans

37



38


39

Mgmt For For Amend Article 4 and 25 of Bylaws Re: Headquarters and General Meetings

40

Mgmt Against For Delegate Power to the Board of Directors to Amend the Bylaws to Comply with New Regulation

41

Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.


42

Randstad Holding NV

Meeting Date: 03/30/2017 Country: Netherlands

Meeting Type: Annual Ticker: RAND

Primary ISIN: NL0000379121 Primary SEDOL: 5228658

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Mgmt

Mgmt Open Meeting 1

Mgmt Receive Report of the Executive Board and Report of the Supervisory Board for the financial year 2016 (Non-Voting)

2.a

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members

2.b

Page 964 of 1,384



Randstad Holding NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Adopt Financial Statements for 2016 2.c


Mgmt Receive Explanation on Company's Reserves

and Dividend Policy

2.d

Mgmt For For Approve Dividends of EUR 1.89 Per Share 2.e

Mgmt For For Approve Discharge of Management Board 3.a

Mgmt For For Approve Discharge of Supervisory Board 3.b

Mgmt For For Grant Board Authority to Issue Shares Up To 3

Percent of Issued Capital

4.a

Mgmt For For Authorize Board to Exclude Preemptive Rights

from Share Issuances

4.b

Mgmt For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital

4.c

Mgmt For For Authorize Cancel Repurchase of Up to 10

Percent of Issued Share Capital under Item 4.c

4.d

Mgmt For For Approve Amendments to Remuneration Policy 5.a

Mgmt For For Approve Performance Related Remuneration of

the Executive Board in Performance Shares

5.b

Mgmt For For Ratify Deloitte as Auditors 6

Mgmt Other Business (Non-Voting) 7

Mgmt Close Meeting 8

Rational AG


Meeting Type: Annual Ticker: RAA

Primary ISIN: DE0007010803 Primary SEDOL: 5910609

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)

Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 10 per Share

2

Mgmt For For Approve Discharge of Management Board for Fiscal 2016

3

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016

4

Page 965 of 1,384



Rational AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors

for Fiscal 2017

5

Mgmt For For Approve Affiliation Agreement with Subsidiary

Rational F & E GmbH

6

Reckitt Benckiser Group plc


Meeting Type: Annual Ticker: RB.

Primary ISIN: GB00B24CGK77 Primary SEDOL: B24CGK7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Re-elect Adrian Bellamy as Director 4

Mgmt For For Re-elect Nicandro Durante as Director 5

Mgmt For For Re-elect Mary Harris as Director 6

Mgmt For For Re-elect Adrian Hennah as Director 7

Mgmt Against For Re-elect Kenneth Hydon as Director 8

Voter Rationale: Until the formation of the Corporate Responsibility, Sustainability, Ethics and Compliance Committee in 2016 as a response to the Oxy RB events, the Audit Committee was responsible for risk and control reviews in terms of trade spend, environmental, health and safety, commercial and reputational, sustainability and legal compliance. This individual served on the Audit Committee whilst the Oxy RB issues were taking place and is therefore accountable.

Mgmt For For Re-elect Rakesh Kapoor as Director 9

Mgmt For For Re-elect Pamela Kirby as Director 10

Mgmt Against For Re-elect Andre Lacroix as Director 11


Mgmt For For Re-elect Chris Sinclair as Director 12

Page 966 of 1,384



Reckitt Benckiser Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Re-elect Judith Sprieser as Director 13

Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Re-elect Warren Tucker as Director 14


Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

15


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

16



Expenditure

17

Mgmt For For Authorise Issue of Equity with Pre-emptive

Rights

18

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights

19

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

20




22

Reckitt Benckiser Group plc


Meeting Type: Special Ticker: RB.

Primary ISIN: GB00B24CGK77 Primary SEDOL: B24CGK7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Acquisition of Mead Johnson Nutrition Company

Mgmt For For

Page 967 of 1,384



Recordati Industria Chimica e Farmaceutica Spa


Meeting Type: Annual/Special Ticker: REC

Primary ISIN: IT0003828271 Primary SEDOL: B07DRZ5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income

1

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 Shareholder Proposals Submitted by FIMEI SpA

SH For None Fix Number of Directors 2.a

SH For None Fix Board Terms for Directors 2.b

SH For None Slate Submitted by FIMEI SpA 2.c

Mgmt Management Proposals

Mgmt Against For Approve Remuneration of Directors 2.d

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates

SH Do Not Vote None Slate Submitted by FIMEI SpA 3.a.1

SH For None Slate Submitted by Institutional Investors

(Assogestioni)

3.a.2

Mgmt Against For Approve Internal Auditors' Remuneration 3.b



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

Mgmt For For Authorize Share Repurchase Program and

Reissuance of Repurchased Shares

5


Mgmt Against For Authorize Capital Increase and Issuance of

Convertible Bonds

1

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.

Page 968 of 1,384



Recordati Industria Chimica e Farmaceutica Spa Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders

A


Recticel SA

Meeting Date: 05/30/2017 Country: Belgium

Meeting Type: Annual/Special Ticker: REC

Primary ISIN: BE0003656676 Primary SEDOL: 4363497

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual/ Special Meeting Mgmt

Mgmt Annual Meeting Agenda

Mgmt Receive Directors' Reports (Non-Voting) 1

Mgmt Receive Auditors' Reports (Non-Voting) 2

Mgmt For For Adopt Financial Statements 3.1

Mgmt For For Approve Allocation of Income 3.2

Mgmt For For Approve Discharge of Directors 4

Mgmt For For Approve Discharge of Auditors 5

Mgmt For For Acknowledge Resignation of Revam BVBBA,

Represented by Wilfried Vandepoel as Director

6.1

Mgmt For For Elect IPGM Consulting GmbH, Represented by

Anne De Vos as Director

6.2

Mgmt For For Indicate Anne De Vos as Independent Board

Member

7

Mgmt For For Approve Remuneration Report 8.1

Mgmt For For Approve Board Remuneration Re: Board and

Attendance Fees

8.2.

Mgmt For For Approve Board Remuneration Re: Audit

Committee Fees

8.3

Mgmt For For Approve Board Remuneration Re: Remuneration

and Nominating Committee Fee

8.4

Page 969 of 1,384



Recticel SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Deviation from Belgian Company Law

Re: Article 520ter

8.5

Voter Rationale: A vote AGAINST this item is warranted, as the amendment concerns a deviation from local corporate governance best practices and allows for a misalignment of the remuneration with shareholders' long-term interests.

Mgmt Against For Approve Stock Option Plan Re: Issuance up to 500,000 Options

9


Mgmt Special Meeting Agenda

Mgmt For For Acknowledge Special Board Report 1.1

Mgmt Against For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital

1.2

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 Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer

1.3


Mgmt Against For Amend Articles to Reflect Changes in Capital Re:

Items 1.2-1.3

1.4

Voter Rationale: A vote AGAINST is warranted since approval of this item would allow for amending the articles of association in order to translate the capital changes under Items 1.2 and 1.3, which do not warrant shareholder support because these issuance authorizations are considered excessive and could be used to thwart a takeover bid.

Mgmt Against For Authorize Board to Repurchase Shares in the

Event of a Serious and Imminent Harm

2.1

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.


Item 2.1

2.2

Voter Rationale: A vote AGAINST is warranted since approval of this item would allow for amending the articles of association in order to translate the repurchase authority under Item 2.1, which does not warrant shareholders support because that authorization could be used to thwart a takeover bid.


2.3

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Page 970 of 1,384



Recticel SA


Meeting Type: Special Ticker: REC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Special Meeting Agenda Mgmt

Mgmt For For Acknowledge Special Board Report 1.1

Mgmt Against For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital

1.2


Mgmt Against For Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer

1.3


Mgmt Against For Amend Articles to Reflect Changes in Capital Re: Items 1.2-1.3

1.4

Voter Rationale: A vote against is warranted since approval of this item would allow for amending the articles of association in order to translate the capital changes under Items 1.2 and 1.3, which do not warrant shareholder support because these issuance authorizations are considered excessive and could be used to thwart a takeover bid.

Mgmt Against For Authorize Board to Repurchase Shares in the Event of a Serious and Imminent Harm and Under Normal Conditions

2.1

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.


Item 2.1

2.2

Voter Rationale: A vote against is warranted since approval of this item would allow for amending the articles of association in order to translate the repurchase authority under Item 2.1, which does not warrant shareholders support because that authorization could be used to thwart a takeover bid.


2.3

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Page 971 of 1,384



Red Electrica Corporacion SA

Meeting Date: 03/30/2017 Country: Spain

Meeting Type: Annual Ticker: REE

Primary ISIN: ES0173093024 Primary SEDOL: BD6FXN3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Standalone Financial Statements Mgmt For For

Mgmt For For Approve Consolidated Financial Statements 2

Mgmt For For Approve Allocation of Income and Dividends 3

Mgmt For For Approve Discharge of Board 4

Mgmt For For Reelect Maria Jose Garcia Beato as Director 5.1

Mgmt For For Ratify Appointment of and Elect Arsenio Fernandez de Mesa y Diaz del Rio as Director

5.2

Voter Rationale: Votes FOR Items 5.1 and 5.3 are warranted due to a lack of concerns about these independent nominees. A qualified vote FOR Item 5.2 is warranted due to concerns about the actual independent status of the nominee stemming from his longstanding ties with the current government whereas the Spanish state indirectly holds 20 percent of the company's share capital. The proposed appointment further casts doubts on the soundness of the company's director selection process.

Mgmt For For Elect Alberto Carbajo Josa as Director 5.3

Mgmt For For Approve Remuneration of Executive Directors and Non-Executive Directors

6.1

Mgmt Against For Approve Remuneration Report 6.2

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

7

Mgmt Receive Corporate Governance Report 8

Mgmt Receive Amendments to Board of Directors

Regulations

9

Regions Financial Corporation


Meeting Type: Annual Ticker: RF

Primary ISIN: US7591EP1005 Primary SEDOL: B01R311

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Carolyn H. Byrd Mgmt For For

Page 972 of 1,384



Regions Financial Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director David J. Cooper, Sr. 1b

Mgmt For For Elect Director Don DeFosset 1c

Mgmt For For Elect Director Samuel A. Di Piazza, Jr. 1d

Mgmt For For Elect Director Eric C. Fast 1e

Mgmt For For Elect Director O. B. Grayson Hall, Jr. 1f

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 Elect Director John D. Johns 1g

Mgmt For For Elect Director Ruth Ann Marshall 1h

Mgmt Against For Elect Director Susan W. Matlock 1i

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt For For Elect Director John E. Maupin, Jr. 1j

Mgmt Against For Elect Director Charles D. McCrary 1k


Mgmt For For Elect Director James T. Prokopanko 1l

Mgmt Against For Elect Director Lee J. Styslinger, III 1m


Mgmt For For Elect Director Jose S. Suquet 1n





3

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

Reinsurance Group of America, Incorporated


Meeting Type: Annual Ticker: RGA


Page 973 of 1,384



Reinsurance Group of America, Incorporated

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Patricia L. Guinn Mgmt For For


Mgmt For For Elect Director Arnoud W.A. Boot 1B


Mgmt For For Elect Director John F. Danahy 1C

Voter Rationale: 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.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 Elect Director J. Cliff Eason 1D

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, directors with long board tenures should not serve on committees that require absolute independence. 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, 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 Anna Manning 1E





3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Amend Omnibus Stock Plan 4

Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, 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.

Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan

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. Moreover, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.

Mgmt For For Amend Non-Employee Director Stock Awards in Lieu of Cash

6

Page 974 of 1,384



Reinsurance Group of America, Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 7

RELX NV


Meeting Type: Annual Ticker: REN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt

Mgmt Open Meeting 1

Mgmt Receive Report of Management Board (Non-Voting)

2

Mgmt For For Amend Remuneration Policy 3.a

Voter Rationale: We have strong concerns about the implementation of the plan and would encourage the board to put this to a shareholder vote in the future, despite market requirements. 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 For For Amend Restricted Stock Plan 3.b

Mgmt For For Approve Addition of a Deferred Share Element

to the Annual Incentive Plan

3.c


4

Mgmt For For Adopt Financial Statements and Statutory

Reports

5

Mgmt For For Approve Dividends of EUR 0.423 Per Share 6

Mgmt For For Approve Discharge of Executive Directors 7.a

Mgmt For For Approve Discharge of Non-Executive Directors 7.b

Mgmt For For Ratify Ernst & Young as Auditor 8

Mgmt For For Reelect Anthony Habgood as Non-Executive

Director

9.a

Mgmt For For Reelect Wolfhart Hauser as Non-Executive

Director

9.b

Mgmt For For Reelect Adrian Hennah as Non-Executive

Director

9.c

Mgmt For For Reelect Marike van Lier Lels as Non-Executive

Director

9.d

Page 975 of 1,384



RELX NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Robert MacLeod as Non-Executive

Director

9.e

Mgmt For For Relect Carol Mills as Non-Executive Director 9.f

Mgmt For For Reelect Linda Sanford as Non-Executive Director 9.g

Mgmt For For Reelect Ben van der Veer as Non-Executive

Director

9.h

Mgmt For For Reelect Erik Engstrom as Executive Director 10.a

Mgmt For For Reelect Nick Luff as Executive Director 10.b



11.a

Mgmt For For Approve Cancellation of up to 50 Million

Ordinary Shares Held in Treasury

11.b

Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

12.a


Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 12.a

12.b




RELX NV


Meeting Type: Special Ticker: REN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Mgmt

Mgmt Open Meeting 1

Mgmt For For Elect Suzanne Wood as Non-Executive Director 2


Page 976 of 1,384



RELX PLC


Meeting Type: Annual Ticker: REL

Primary ISIN: GB00B2B0DG97 Primary SEDOL: B2B0DG9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Approve Remuneration Policy 2

Mgmt For For Amend Long-Term Incentive Plan 3

Mgmt Against For Approve Remuneration Report 4

Voter Rationale: Whilst we appreciate the simplifications made to the plan, we are concerned about the high proportion of the maximum award that pays out for threshold performance, especially under the LTIP where 30% pays out for median TSR and 33% for a 5% increase in EPS.


Mgmt For For Reappoint Ernst & Young LLP as Auditors 6


7

Mgmt For For Re-elect Erik Engstrom as Director 8

Mgmt For For Re-elect Anthony Habgood as Director 9

Mgmt For For Re-elect Wolfhart Hauser as Director 10

Mgmt For For Re-elect Adrian Hennah as Director 11

Mgmt For For Re-elect Marike van Lier Lels as Director 12

Mgmt For For Re-elect Nick Luff as Director 13

Mgmt For For Re-elect Robert MacLeod as Director 14

Mgmt For For Re-elect Carol Mills as Director 15

Mgmt For For Re-elect Linda Sanford as Director 16

Mgmt For For Re-elect Ben van der Veer as Director 17


18


19



20



22

Page 977 of 1,384



Renault


Meeting Type: Annual/Special Ticker: RNO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements and Statutory Reports

1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2

Mgmt For For Approve Allocation of Income and Dividends of EUR 3.15 per Share

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions and Acknowledge Ongoing Transactions

4

Mgmt For For Acknowledge Auditor's Special Reports Re: Remuneration of Redeemable Shares

5

Mgmt For For Non-Binding Vote on Compensation of Carlos Ghosn, Chairman and CEO

6

Voter Rationale: In the context of failing to pass their advisory remuneration report in 2016, we are pleased to note that the Company undertaken a shareholder consultation during the year and substantially improved the level of disclosure on the achievement of targets under the annual bonus and long-term equity plan. Although the maximum level of quantum has remained unchanged, they have also lowered the level of on-target bonus for the CEO. Taking these improvements into account, along with an overall alignment of pay outcomes and performance for this year, support is considered to be warranted.

Mgmt For For Approve Remuneration Policy of Chairman and CEO for Fiscal Year 2017

7


8



9

Mgmt For For Amend Article 11 of Bylaws Re: Composition of the Board

10


Mgmt Against For Ratify Appointment of Yasuhiro Yamauchi as Director

11

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Ratify Appointment and Reelect Yu Serizawa as

Director

12


Page 978 of 1,384



Renault Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Pascal Faure as Director 13


Mgmt Against For Elect Miriem Bensalah Chaqroun as Director 14


Mgmt For For Elect Marie-Annick Darmaillac as Director 15

Mgmt For For Elect Catherine Barba as Director 16

Mgmt Against None Elect Benoit Ostertag as Representative of Employee Shareholders to the Board

17


Mgmt Against None Elect Julien Thollot as Representative of Employee Shareholders to the Board

18


Mgmt For For Authorize Filing of Required Documents/Other

Formalities

19

Renishaw plc


Meeting Type: Annual Ticker: RSW

Primary ISIN: GB0007323586 Primary SEDOL: 0732358

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For




Mgmt For For Re-elect Sir David McMurtry as Director 5


Mgmt For For Re-elect John Deer as Director 6

Mgmt For For Re-elect Allen Roberts as Director 7

Page 979 of 1,384



Renishaw plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Geoff McFarland as Director 8

Mgmt For For Re-elect Will Lee as Director 9

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Re-elect Sir David Grant as Director 10

Mgmt For For Re-elect Carol Chesney as Director 11

Mgmt For For Re-elect John Jeans as Director 12

Mgmt For For Re-elect Kath Durrant as Director 13



15


Rentokil Initial plc


Meeting Type: Annual Ticker: RTO

Primary ISIN: GB00B082RF11 Primary SEDOL: B082RF1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For




Mgmt For For Elect Chris Geoghegan as Director 4

Mgmt For For Re-elect John McAdam as Director 5

Mgmt For For Re-elect Richard Burrows as Director 6

Mgmt For For Re-elect Andy Ransom as Director 7

Mgmt For For Re-elect Angela Seymour-Jackson as Director 8

Mgmt For For Re-elect Julie Southern as Director 9

Mgmt For For Re-elect Jeremy Townsend as Director 10

Mgmt For For Reappoint KPMG LLP as Auditors 11

Page 980 of 1,384



Rentokil Initial plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorise Board to Fix Remuneration of Auditors 12


Rights

13


Rights

14


15



Expenditure

17



18

Reply S.p.A.


Meeting Type: Annual Ticker: REY

Primary ISIN: IT0001499679 Primary SEDOL: 4784311

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1.a


Mgmt For For Approve Allocation of Income 1.b

Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

2

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%.



Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders

A


Page 981 of 1,384



Reply S.p.A.


Meeting Type: Special Ticker: REY


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Extraordinary Business Mgmt

Mgmt For For Approve Stock Split 1

Mgmt Against For Adopt Double Voting Rights for Long-Term Registered Shareholders

2

Voter Rationale: The proposal is not in the interests of minority shareholders.

Repsol SA


Meeting Type: Annual Ticker: REP

Primary ISIN: ES0173516115 Primary SEDOL: 5669354

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial Statements

Mgmt For For



Mgmt For For Renew Appointment of Deloitte as Auditor for FY 2017

4


Mgmt For For Appoint PricewaterhouseCoopers as Auditor for FY 2018, 2019 and 2020

5


Mgmt For For Authorize Capitalization of Reserves for Scrip

Dividends

6

Mgmt For For Authorize Capitalization of Reserves for Scrip

Dividends

7

Page 982 of 1,384



Repsol SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 8.4 Billion with Exclusion of Preemptive Rights up to 20 Percent

of Capital

8


Mgmt For For Reelect Rene Dahan as Director 9

Mgmt For For Reelect Manuel Manrique Cecilia as Director 10

Mgmt For For Reelect Luis Suarez de Lezo Mantilla as Director 11

Mgmt Against For Ratify Appointment of and Elect Antonio Massanell Lavilla as Director

12

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 For For Elect Maite Ballester Fornes as Director 13

Mgmt For For Elect Isabel Torremocha Ferrezuelo as Director 14

Mgmt For For Elect Mariano Marzo Carpio as Director 15

Mgmt For For Advisory Vote on Remuneration Report 16

Mgmt Against For Approve Share Price Performance as CEO's 2017 Bonus Metric

17

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against For Approve Inclusion of a Target Related to the Performance of the Total Shareholder Return in the 2017-2020 Long Term Multi-Year Variable Remuneration Plan

18


Mgmt For For Approve Partial Settlement of Outstanding Long

Term Incentive Awards in Company Shares

19


Mgmt For For Authorize Board to Ratify and Execute Approved

Resolutions

21

Resona Holdings, Inc.

Meeting Date: 06/23/2017 Country: Japan

Meeting Type: Annual Ticker: 8308

Primary ISIN: JP3500610005 Primary SEDOL: 6421553

Page 983 of 1,384



Resona Holdings, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Remove Provisions on

Non-Common Shares

Mgmt For For

Mgmt For For Elect Director Higashi, Kazuhiro 2.1

Mgmt For For Elect Director Kan, Tetsuya 2.2

Mgmt For For Elect Director Hara, Toshiki 2.3

Mgmt For For Elect Director Isono, Kaoru 2.4

Mgmt For For Elect Director Arima, Toshio 2.5

Mgmt For For Elect Director Sanuki, Yoko 2.6

Mgmt For For Elect Director Urano, Mitsudo 2.7

Mgmt For For Elect Director Matsui, Tadamitsu 2.8

Mgmt For For Elect Director Sato, Hidehiko 2.9

Mgmt For For Elect Director Baba, Chiharu 2.10

SH Against Against Amend Articles to Hand over Petition Calling for Refraining of Strongly Pursuing Negative Interest Rate Policy to Governor of the Bank of

Japan

3

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.

SH For Against Amend Articles to Require Individual

Compensation Disclosure for Directors

4

Voter Rationale: A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.

SH For Against Amend Articles to Separate Chairman of the Board and CEO

5

Voter Rationale: A vote FOR this shareholder proposal is recommended because:- The addition of the language to the articles will add credence to the company that it will have a solid governance structure as the roles of board chair and chief executive are separate.

SH Against Against Amend Articles to Create System that Enables Employees to be Reinstated after Running for Office in National Elections, Local Assembly Elections, and Elections for the Heads of Local

Governments

6


SH For Against Amend Articles to Require Company to Urge Subsidiaries Owning Shares in Allied Firms to

Vote Shares Appropriately

7

Voter Rationale: A vote FOR this shareholder proposal is warranted because:- Constructive, well-considered voting serves the interests of both the shareholder and the portfolio company.

Page 984 of 1,384



Resona Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against Against Amend Articles to Disclose Director Training

Policy

8


SH Against Against Amend Articles to Add Provisions on Communications and Responses between

Shareholders and Directors

9


SH Against Against Amend Articles to Add Provisions Allowing Shareholders to Nominate Director Candidates to Nomination Committee and Its Equal Treatment

10

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- Shareholders are already legally entitled to submit shareholder proposals regarding nomination of directors, rendering this proposal unnecessary.

SH Against Against Amend Articles to Allow Inclusion of Shareholder Proposals in Convocation Notice with the Upper Limit of 100 at Minimum

11


SH Against Against Amend Articles to Establish Liaison for Reporting

Concerns to Audit Committee

12


SH Against Against Amend Articles to Mandate Holding of Meetings

Consisting Solely of Outside Directors

13

Voter Rationale: A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.

SH Against Against Amend Articles to Add Provisions on Recruitment and Offer of Senior Positions to Women Who Interrupted Their Careers for Childbirth

14


SH Against Against Amend Articles to Prohibit Discriminatory Treatment of Activist Investors

15


SH Against Against Amend Articles to Establish Special Committee on Expressing the Company's Opinion on Recent

Actions by Justice Minister Katsutoshi Kaneda

16

Voter Rationale: aA vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.

Page 985 of 1,384



Resona Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against Against Amend Articles to Establish Special Investigation

Committee on Loans to K.K. Kenko

17


SH Against Against Remove Director Mitsudo Urano from Office 18

Voter Rationale: A vote AGAINST this proposal is recommended because:- We are unaware of any particular reasons that Urano is unqualified as a director.

SH Against Against Amend Articles to Establish Special Investigation Committee on Director Mitsudo Urano

19


SH Against Against Appoint Shareholder Director Nominee Lucian Bebchuk in place of Mitsudo Urano

20

Voter Rationale: A vote AGAINST this nominee is recommended because:- The proposed language explicitly links Bebchuk's appointment to Urano's ouster, which is not well supported.- Bebchuk has attractive credentials and an excellent reputation, but there is no indication he is actually available to serve on Resona's board or that he has agreed to do so.- The board's all-outsider nomination committee, with its independent director majority, deserves the benefit of the doubt in identifying and nominating qualified, independent nominees.

Resurs Holding AB

Meeting Date: 04/28/2017 Country: Sweden

Meeting Type: Annual Ticker: RESURS

Primary ISIN: SE0007665823 Primary SEDOL: BD718Q8

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 Receive President's and CFO's Reports 7

Mgmt Receive Financial Statements and Statutory Reports

8


9

Page 986 of 1,384



Resurs Holding AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


SEK 3.00 Per Share

10

Mgmt For For Approve Discharge of Board and President 11

Mgmt Receive Nominating Committee Report 12

Mgmt For For Determine Number of Members (8) and Deputy

Members (0) of Board

13

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.2 Million for Chairman, and SEK 400,000 for Other Directors; Approve Remuneration for Committee Work; Approve


14

Mgmt For For Reelect Jan Samuelson as Director 15a

Mgmt Against For Reelect Martin Bengtsson as Director 15b

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Mariana Burenstam Linder as Director 15c

Mgmt For For Reelect Fredrik Carlsson as Director 15d

Mgmt For For Reelect Anders Dahlvig as Director 15e

Mgmt Against For Reelect Christian Frick as Director 15f


Mgmt For For Reelect Lars Nordstrand as Director 15g

Mgmt For For Reelect Marita Odélius Engström as Director 15h

Mgmt For For Reelect Jan Samuelson as Board Chairman 16

Mgmt For For Ratify Ernst & Young as Auditors 17

Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee

18

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

19



Page 987 of 1,384



Resurs Holding AB


Meeting Type: Special Ticker: RESURS

Primary ISIN: SE0007665823 Primary SEDOL: BD718Q8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt






Mgmt For For Approve Dividends of SEK 1.50 Per Share 7

Mgmt For For Authorize Share Repurchase Program 8


Reunert Ltd

Meeting Date: 02/13/2017 Country: South Africa

Meeting Type: Annual Ticker: RLO

Primary ISIN: ZAE000057428 Primary SEDOL: 6728726

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Re-elect Trevor Munday as Director Mgmt For For

Mgmt For For Re-elect Tasneem Abdool-Samad as Director 2

Mgmt For For Re-elect Alan Dickson as Director 3

Mgmt For For Re-elect Thabang Motsohi as Director 4

Mgmt For For Re-elect Rynhardt van Rooyen as Director 5

Mgmt For For Re-elect Rynhardt van Rooyen as Member of the

Audit Committee

6

Mgmt For For Re-elect Tasneem Abdool-Samad as Member of

the Audit Committee

7

Mgmt For For Re-elect Phuti Mahanyele as Member of the

Audit Committee

8

Page 988 of 1,384



Reunert Ltd Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Sarita Martin as Member of the Audit

Committee

9

Mgmt Against For Reappoint Deloitte & Touche as Auditors of the Company with James Welch as the Individual Designated Auditor and Authorise Their Remuneration

10

Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor. Furthermore, 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 Approve Resolutions or Agreements of Executive Directors and Prescribed Officers in Contravention of Section 75 of Companies Act but Only to the Extent that the Relevant Resolutions or Agreements Fell Within the Ambit of Section 75 of Companies Act

11



Mgmt Against For Approve Deferred Bonus Plan 13


Mgmt For For Approve Issue of Shares in Terms of the Reunert 1985 Share Option Scheme, Reunert 1988 Share Purchase Scheme and the Reunert 2006 Share Option Scheme

14

Mgmt For For Authorise Repurchase of Issued Share Capital 15

Mgmt For For Approve Remuneration of Non-executive Directors

16

Mgmt For For Approve Fees of Non-Executive Directors for Ad Hoc Assignments

17

Mgmt Against For Approve Financial Assistance to Related or Inter-related Company

18

Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.

Mgmt For For Authorise Ratification of Approved Resolutions 19

Rhoen-Klinikum AG


Meeting Type: Annual Ticker: RHK


Page 989 of 1,384



Rhoen-Klinikum AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt


EUR 0.35 per Share

2

Mgmt For For Approve Discharge of Management Board

Member Martin Siebert for Fiscal 2016

3.1


Member Bernd Griewing for Fiscal 2016

3.2


Member Martin Menger for Fiscal 2016

3.3

Mgmt For For Approve Discharge of Supervisory Board

Member Eugen Muench for Fiscal 2016

4.1

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.


Member Georg Schulze-Ziehaus for Fiscal 2016

4.2


Mgmt For For Approve Discharge of Supervisory Board Member Wolfgang Muendel for Fiscal 2016

4.3


Mgmt For For Approve Discharge of Supervisory Board Member Peter Berghoefer for Fiscal 2016

4.4


Mgmt For For Approve Discharge of Supervisory Board Member Bettina Boettcher for Fiscal 2016

4.5



Member Bjoern Borgmann for Fiscal 2016

4.6



Member Ludwig Georg Braun for Fiscal 2016

4.7



Member Gerhard Ehninger for Fiscal 2016

4.8


Page 990 of 1,384



Rhoen-Klinikum AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member Stefan Haertel for Fiscal 2016

4.9


Mgmt For For Approve Discharge of Supervisory Board Member Klaus Hanschur for Fiscal 2016

4.10


Mgmt For For Approve Discharge of Supervisory Board Member Stephan Holzinger for Fiscal 2016

4.11


Mgmt For For Approve Discharge of Supervisory Board Member Meike Jaeger for Fiscal 2016

4.12



Member Brigitte Mohn for Fiscal 2016

4.13



Member Christine Reissner for Fiscal 2016

4.14



Member Evelin Schiebel for Fiscal 2016

4.15


Mgmt For For Approve Discharge of Supervisory Board Member Katrin Vernau for Fiscal 2016

4.16


Mgmt Against For Elect Annette Beller to the Supervisory Board 5

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 For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

6

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2017

7

Page 991 of 1,384



Rightmove plc


Meeting Type: Annual Ticker: RMV

Primary ISIN: GB00B2987V85 Primary SEDOL: B2987V8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Voter Rationale: Whilst we recognise that the LTIP EPS targets have been lowered for the 2017 award, we still consider these targets to be suitably stretching.







Mgmt For For Re-elect Scott Forbes as Director 7

Mgmt For For Re-elect Peter Brooks-Johnson as Director 8

Mgmt For For Re-elect Robyn Perriss as Director 9

Mgmt For For Re-elect Peter Williams as Director 10

Mgmt For For Re-elect Ashley Martin as Director 11

Mgmt For For Re-elect Rakhi Goss-Custard as Director 12

Mgmt For For Elect Jacqueline de Rojas as Director 13


Rights

14


Rights

15


16



Expenditure

18



19

Page 992 of 1,384



Rightmove plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Deferred Share Bonus Plan 20

Mgmt For For Approve Sharesave Plan 21

Rio Tinto Ltd.


Meeting Type: Annual Ticker: RIO

Primary ISIN: AU000000RIO1 Primary SEDOL: 6220103

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Financial Statements and Reports of the Directors and Auditor

Mgmt For For

Mgmt For For Approve Remuneration Policy Report for UK Law Purposes

2

Mgmt For For Approve the Remuneration Report 3

Mgmt For For Approve the Potential Termination of Benefits for Australian Law Purposes

4

Mgmt For For Elect Megan Clark as Director 5

Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.

Mgmt For For Elect David Constable as Director 6


Mgmt For For Elect Jan du Plessis as Director 7


Mgmt For For Elect Ann Godbehere as Director 8


Mgmt For For Elect Simon Henry as Director 9


Mgmt For For Elect Jean-Sebastien Jacques as Director 10


Mgmt For For Elect Sam Laidlaw as Director 11


Page 993 of 1,384



Rio Tinto Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Michael L'Estrange as Director 12


Mgmt For For Elect Chris Lynch as Director 13


Mgmt For For Elect Paul Tellier as Director 14


Mgmt For For Elect Simon Thompson as Director 15


Mgmt For For Elect John Varley as Director 16



Auditors of the Company

17


Mgmt For For Authorize Board to Fix Remuneration of the

Auditors

18


Mgmt For For Approve Political Donations 19

Mgmt For For Approve the Renewal of Off- Market and On-Market Share Buyback Authorities

20

Rio Tinto plc


Meeting Type: Annual Ticker: RIO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Resolutions 1 to 19 will be Voted on by Rio Tinto plc and Rio Tinto Limited Shareholders as a Joint Electorate

Mgmt

Mgmt For For Accept Financial Statements and Statutory

Reports

1

Page 994 of 1,384



Rio Tinto plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Report for UK Law

Purposes

2

Mgmt For For Approve Remuneration Report for Australian

Law Purposes

3

Mgmt For For Approve the Potential Termination of Benefits

for Australian Law Purposes

4

Mgmt For For Re-elect Megan Clark as Director 5


Mgmt For For Elect David Constable as Director 6


Mgmt For For Re-elect Jan du Plessis as Director 7


Mgmt For For Re-elect Ann Godbehere as Director 8


Mgmt For For Elect Simon Henry as Director 9


Mgmt For For Elect Jean-Sebastien Jacques as Director 10


Mgmt For For Elect Sam Laidlaw as Director 11


Mgmt For For Re-elect Michael L'Estrange as Director 12


Mgmt For For Re-elect Chris Lynch as Director 13


Mgmt For For Re-elect Paul Tellier as Director 14


Mgmt For For Re-elect Simon Thompson as Director 15


Mgmt For For Re-elect John Varley as Director 16


Page 995 of 1,384



Rio Tinto plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint PricewaterhouseCoopers LLP as

Auditors

17



18


Mgmt For For Authorise EU Political Donations and Expenditure

19

Mgmt Resolutions 20 to 23 will be Voted on by Rio Tinto plc Shareholders Only


20


21



23

Rio Tinto plc


Meeting Type: Special Ticker: RIO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Disposal of Coal & Allied Industries

Limited to Yancoal Australia Limited

Mgmt For For

Robinsons Retail Holdings, Inc.

Meeting Date: 06/27/2017 Country: Philippines

Meeting Type: Annual Ticker: RRHI

Primary ISIN: PHY7318T1017 Primary SEDOL: BFTCYP4

Page 996 of 1,384



Robinsons Retail Holdings, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Minutes of the Annual Meeting of the

Stockholders Held on June 9, 2016

Mgmt For For

Mgmt For For Approve Financial Statements for the Preceding

Year

2

Mgmt Elect 9 Directors by Cumulative Voting

Mgmt Against For Elect John L. Gokongwei, Jr. as a Director 3.1

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. Furthermore, 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. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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 James L. Go as a Director 3.2


Mgmt Against For Elect Lance Y. Gokongwei as a Director 3.3


Mgmt Against For Elect Robina Y. Gokongwei-Pe as a Director 3.4


Page 997 of 1,384



Robinsons Retail Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Lisa Y. Gokongwei-Cheng as a Director 3.5

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 Faith Y. Gokongwei-Lim as a Director 3.6


Mgmt Against For Elect Hope Y. Gokongwei-Tang as a Director 3.7


Mgmt For For Elect Antonio L. Go as a Director 3.8

Mgmt For For Elect Roberto R. Romulo as a Director 3.9

Mgmt For For Appoint Sycip, Gorres, Velayo & Co. as External Auditor

4


Mgmt For For Ratify All Acts of the Board of Directors and its Committees, Officers, and Management Since the Last Annual Meeting

5

Mgmt Against For Approve Other Matters 6

Voter Rationale: Any Other Business should not be a voting item.

Rockwell Automation, Inc.


Meeting Type: Annual Ticker: ROK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

A1 Elect Director Steven R. Kalmanson 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 James P. Keane A2


Page 998 of 1,384



Rockwell Automation, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Blake D. Moret A3


Mgmt For For Elect Director Donald R. Parfet A4


Mgmt For For Elect Director Thomas W. Rosamilia A5


Mgmt For For Ratify Deloitte & Touche LLP as Auditors B




C

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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. Additionally, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Mgmt One Year One Year Advisory Vote on Say on Pay Frequency D

Rockwell Collins, Inc.


Meeting Type: Annual Ticker: COL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Chris A. Davis Mgmt For Withhold

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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 999 of 1,384



Rockwell Collins, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Ralph E. Eberhart 1.2


Mgmt For For Elect Director David Lilley 1.3

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 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.


2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.



Rockwell Collins, Inc.


Meeting Type: Special Ticker: COL


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Issue Shares in Connection with Merger Mgmt For For

Mgmt For For Adjourn Meeting 2

Rockwool International A/S

Meeting Date: 04/05/2017 Country: Denmark

Meeting Type: Annual Ticker: ROCK B

Primary ISIN: DK0010219153 Primary SEDOL: 4713490

Page 1,000 of 1,384



Rockwool International A/S

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt

Mgmt Receive Annual Report and Auditor's Report 2

Mgmt For For Accept Financial Statements and Statutory Reports; Approve Discharge of Management and Board

3


Mgmt For For Approve Remuneration of Directors for

2017/2018

4


DKK 18.80 Per Share

5

Mgmt For For Reelect Carsten Bjerg as Director 6a

Mgmt For For Elect Henrik Brandt as Director 6b


Mgmt Abstain For Reelect Soren Kahler as Director 6c

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Thomas Kahler as Director 6d

Mgmt For For Reelect Andreas Ronken as Director 6e

Mgmt For For Elect Jorgen Tang-Jensen as Director 6f

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 7


Mgmt Other Business 9

Rolls-Royce Holdings plc


Meeting Type: Annual Ticker: RR.

Primary ISIN: GB00B63H8491 Primary SEDOL: B63H849

Page 1,001 of 1,384



Rolls-Royce Holdings plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For



Mgmt For For Elect Stephen Daintith as Director 4

Mgmt For For Re-elect Ian Davis as Director 5

Mgmt For For Re-elect Warren East as Director 6

Mgmt For For Re-elect Lewis Booth as Director 7

Mgmt For For Re-elect Ruth Cairnie as Director 8

Mgmt For For Re-elect Sir Frank Chapman as Director 9

Mgmt For For Re-elect Irene Dorner as Director 10

Mgmt For For Re-elect Lee Hsien Yang as Director 11

Mgmt For For Re-elect Bradley Singer as Director 12

Mgmt For For Re-elect Sir Kevin Smith as Director 13

Mgmt Against For Re-elect Jasmin Staiblin as Director 14

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




16


Mgmt For For Approve Payment to Shareholders 17


18

Mgmt For For Approve Long-Term Incentive Plan 19


20


21


Mgmt For For Adopt New Articles of Association 23

Page 1,002 of 1,384



Romgaz SA

Meeting Date: 09/07/2017 Country: Romania

Meeting Type: Special Ticker: SNG

Primary ISIN: ROSNGNACNOR3 Primary SEDOL: BFTD6K6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Special Meeting - Ordinary Business Mgmt

Mgmt Elect Directors by Cumulative Voting


Mgmt For None Elect Stan Bogdan-Nicolae as Director 1.1

Mgmt For None Elect Chirila Alexandru as Director 1.2

Mgmt Against None Elect Gheorghe Gheorghe - Gabriel as Director 1.3

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

Mgmt For None Elect Virgil Marius Metea as Director 1.4

Mgmt Shareholder Proposals

SH For None Elect Jansen Petrus Antonius Maria as Director 1.5

SH For None Elect Buzatu Florin Danut as Director 1.6

SH For None Elect Baciu Sorana-Rodica as Director 1.7

SH Against None Elect Bulimar Laurentiu as Director 1.8


SH Against None Elect Ciobanu Romeo Cristian as Director 1.9


SH Against None Elect Grigorescu Remus as Director 1.10


SH Against None Elect Nistoran Dorin Liviu as Director 1.11


SH Against None Elect Cermonea Ioan Daniel as Director 1.12


SH Against None Fix Duration of Mandate of Elected Directors 2

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Specifically, in relation to the short duration of the director mandate.

Page 1,003 of 1,384



Romgaz SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Approve Contract of Mandate for Directors 3

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Details of the contract should be stated.

SH Against None Approve Remuneration of Directors 4

Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Specifically, the rational behind paying twice the national economy average.


Mgmt For For Extend Term of Interim Directors by up to Two Months

5

Mgmt For For Elect Sorana Baciu as Director 6

Mgmt For For Approve Fixed Remuneration of Directors 7

Mgmt For For Amend Annex to Contract of Mandate for Interim Directors

8

Mgmt For For Approve Contract of Mandate for Director Elected Pursuant to Item 6

9

Mgmt For For Empower Representative of Romanian Ministry of Energy to Sign Annex to Contracts with

Interim Directors

10

Mgmt For For Empower Representative of Romanian Ministry of Energy to Sign Annex to Contracts with

Elected Director Pursuant to Item 2

11

Mgmt For For Approve Meeting's Record Date 12


13

Romgaz SA




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Shareholder Proposals Mgmt

SH For None Empower State Representative to Sign Contract of Mandate with Directors Elected at Sept. 7, 2017, EGM

1


Mgmt For For Approve Activity Report for S1 2017 2

Page 1,004 of 1,384



Romgaz SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Formalities

4

Romgaz SA




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


SH Against None Approve Distribution of Special Dividend of RON 1.94 per Share from Reserves

1

Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.

SH Against None Approve Dividends' Payment Date 2


SH Against None Approve Terms of Special Dividend Distribution 3



Mgmt For For Approve Meeting's Ex-Date 5


Formalities

6

Romgaz SA




Page 1,005 of 1,384



Romgaz SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Capital Increase of SC AGRI LNG

Project Company

1

Mgmt For For Amend Bylaws of SC AGRI LNG Project

Company

2

Mgmt For For Approved Updated Consolidated Set of Bylaws

of SC AGRI LNG Project Company

3

Mgmt For For Empower Executives to Complete Formalities

Pursuant to Items Above

4



Formalities

6

Romgaz SA




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Activity Report for Q1-Q3 2017 1

Mgmt For For Approve Procurement of Legal Consulting, Assistance, and Representation Services

2

Mgmt For For Empower Board to Coordinate Procurement of Legal Consulting, Assistance, and

Representation Services

3

Mgmt Shareholder Proposal Submitted by the Romanian Ministry of Energy

SH For None Initiate Selection Procedure for Directors in Accordance with GEO 109/2011

4

Mgmt Elect Interim Directors by Cumulative Voting

Mgmt Against None Elect Dorin-Liviu Nistoran as Interim Director 5.1

Mgmt For None Elect Sorana-Rodica Baciu as Interim Director 5.2

Page 1,006 of 1,384



Romgaz SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Romeo-Cristian Ciobanu as Interim

Director

5.3

Mgmt Against None Elect Remus Grigorescu as Interim Director 5.4

Mgmt Against None Elect Daniel-Ioan Cermonea as Interim Director 5.5

Mgmt Against None Elect Adrian Constantin Volintiru as Interim

Director

5.6

Mgmt Against None Elect Daniel-Florin Anghel as Interim Director 5.7

Mgmt Shareholder Proposals Submitted by the

Romanian Ministry of Energy

SH For None Approve Term of Mandate for Interim Directors 6

SH For None Approve Draft Contract of Mandate with Interim

Directors

7

SH For None Approve Remuneration for Interim Directors 8

SH For None Empower Representative of the Romanian Ministry of Energy to Sign Extended Contracts with Interim Directors

9




Formalities

11

Rotork plc


Meeting Type: Annual Ticker: ROR

Primary ISIN: GB00BVFNZH21 Primary SEDOL: BVFNZH2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Re-elect Gary Bullard as Director 3

Mgmt For For Re-elect Jonathan Davis as Director 4

Mgmt For For Re-elect Peter France as Director 5

Mgmt For For Re-elect Sally James as Director 6

Page 1,007 of 1,384



Rotork plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Martin Lamb as Director 7

Mgmt For For Re-elect Lucinda Bell as Director 8

Mgmt For For Reappoint Deloitte LLP as Auditors 9



Voter Rationale: Whilst the significant salary increases are considered to be appropriate in this instance, we urge the company to show restraint in future years and allow the new remuneration policy and salary level to bed-in. We welcome the move for both individuals to invest their increased salary award into shares.



13


14



15


Mgmt For For Authorise Market Purchase of Preference Shares 17


18

Royal Bank of Canada

Meeting Date: 04/06/2017 Country: Canada

Meeting Type: Annual Ticker: RY

Primary ISIN: CA7800871021 Primary SEDOL: 2754383

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Andrew A. Chisholm Mgmt For For

Mgmt For For Elect Director Jacynthe Cote 1.2

Mgmt For For Elect Director Toos N. Daruvala 1.3

Mgmt For For Elect Director David F. Denison 1.4

Mgmt For For Elect Director Richard L. George 1.5

Mgmt For For Elect Director Alice D. Laberge 1.6

Page 1,008 of 1,384



Royal Bank of Canada Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Michael H. McCain 1.7

Mgmt For For Elect Director David McKay 1.8

Mgmt For For Elect Director Heather Munroe-Blum 1.9

Mgmt For For Elect Director Thomas A. Renyi 1.10

Mgmt For For Elect Director Kathleen Taylor 1.11

Mgmt For For Elect Director Bridget A. van Kralingen 1.12

Mgmt For For Elect Director Thierry Vandal 1.13


Mgmt For For Advisory Vote on Executive Compensation

Approach

3



SH Against Against SP 1: Adopt a Policy of Withdrawal from Tax Havens or Jurisdictions with Low Tax Rates

4

SH For Against SP 2: Approve Annual Disclosure of Lobbying-Related Matters

5

Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH Against Against SP 3: Approve Simplification and Improvement of the Management Disclosure on Executive

Compensation

6

SH For Against SP 4: Approve Board Size By-Law 7

Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.

SH For Against SP 5: Adopt Proxy Access Bylaw 8


SH For Against SP 6: Approve Retirement and Severance Agreements

9

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

SH Against Against SP 7: Approve Placement of Shareholder Proposals in Circular

10

Page 1,009 of 1,384



Royal Caribbean Cruises Ltd.

Meeting Date: 05/22/2017 Country: Liberia

Meeting Type: Annual Ticker: RCL

Primary ISIN: LR0008862868 Primary SEDOL: 2754907

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director John F. Brock Mgmt For For

Mgmt For For Elect Director Richard D. Fain 1b


Mgmt Against For Elect Director William L. Kimsey 1c

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt For For Elect Director Maritza G. Montiel 1d

Mgmt For For Elect Director Ann S. Moore 1e

Mgmt Against For Elect Director Eyal M. Ofer 1f


Mgmt Against For Elect Director Thomas J. Pritzker 1g


Mgmt Against For Elect Director William K. Reilly 1h


Mgmt For For Elect Director Bernt Reitan 1i

Mgmt For For Elect Director Vagn O. Sorensen 1j

Mgmt For For Elect Director Donald Thompson 1k

Mgmt Against For Elect Director Arne Alexander Wilhelmsen 1l

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. In addition, former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.

Page 1,010 of 1,384



Royal Caribbean Cruises Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Advisory Vote to Ratify Named Executive


2



Mgmt For For Ratify Pricewaterhouse Coopers LLP as Auditors 4


Royal Dutch Shell plc


Meeting Type: Annual Ticker: RDSA

Primary ISIN: GB00B03MLX29 Primary SEDOL: B03MLX2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proposals Mgmt


Reports

1


Voter Rationale: Taking a holistic view of the proposed changes under the amended policy we are comfortable to support this resolution. We will continue to review the overall quantum of pay and urge significant restraint going forward. In addition, substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. We welcome the changes to service contracts going forward and amended performance conditions under the long-term plan.


Mgmt For For Elect Catherine Hughes as Director 4

Mgmt For For Elect Roberto Setubal as Director 5

Mgmt For For Re-elect Ben van Beurden as Director 6

Mgmt For For Re-elect Guy Elliott as Director 7

Mgmt For For Re-elect Euleen Goh as Director 8

Mgmt For For Re-elect Charles Holliday as Director 9

Mgmt For For Re-elect Gerard Kleisterlee as Director 10

Mgmt For For Re-elect Sir Nigel Sheinwald as Director 11

Mgmt For For Re-elect Linda Stuntz as Director 12

Page 1,011 of 1,384



Royal Dutch Shell plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Jessica Uhl as Director 13

Mgmt For For Re-elect Hans Wijers as Director 14

Mgmt For For Re-elect Gerrit Zalm as Director 15




17


Rights

18


Rights

19


Mgmt Shareholder Proposal

SH Abstain Against Request Shell to Set and Publish Targets for

Reducing Greenhouse Gas (GHG) Emissions

21

Voter Rationale: We abstained on this resolution. We support the specific asks for setting science-based operational carbon emissions targets (Scope 1+2). We recognise the company has introduced a greenhouse gas reduction target in its remuneration scorecard this year and ask the company to expand the scope of these targets and set them as a public group wide emissions reduction objectives. Regarding scope 3 emissions targets (associated with the use of oil and gas products) we believe that in light of current insufficient policy implementation directing energy demand onto a 2 degree pathway, setting unilateral targets in this area would potentially put the company at a competitive disadvantage. However, we do urge the company to provide greater clarity on how an assessment of Scope 3 emissions ensures that its business strategy is sufficiently resilient and flexible to adjust to lower carbon energy pathways.

Royal Mail plc


Meeting Type: Annual Ticker: RMG

Primary ISIN: GB00BDVZYZ77 Primary SEDOL: BDVZYZ7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: Substantial payouts under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards.


Mgmt For For Elect Rita Griffin as Director 4

Page 1,012 of 1,384



Royal Mail plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Peter Long as Director 5


Mgmt For For Re-elect Moya Greene as Director 6

Mgmt For For Re-elect Cath Keers as Director 7

Mgmt For For Re-elect Paul Murray as Director 8

Mgmt For For Re-elect Orna Ni-Chionna as Director 9

Mgmt For For Re-elect Les Owen as Director 10


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

12


13


14


15



16



18

Royal Unibrew A/S


Meeting Type: Annual Ticker: RBREW

Primary ISIN: DK0060634707 Primary SEDOL: BX8ZX20

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

2

Mgmt For For Approve Discharge of Management and Board 3


DKK 8.15 Per Share

4

Page 1,013 of 1,384



Royal Unibrew A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration of Directors in the Amount of DKK 750,000 for Chairman, DKK 525,000 for Vice Chairman and DKK 300,000 for Other Directors

5

Mgmt For For Approve DKK 2.8 Million Reduction in Share

Capital via Share Cancellation

6a

Mgmt For For Authorize Share Repurchase Program 6b

Mgmt For For Reelect Kare Schultz as Director 7a

Mgmt For For Reelect Walther Thygesen as Director 7b

Mgmt For For Reelect Ingrid Blank as Director 7c

Mgmt For For Reelect Jens Olsen as Director 7d

Mgmt For For Reelect Karsten Slotte as Director 7e

Mgmt For For Reelect Jais Valeur as Director 7f

Mgmt For For Reelect Hemming Van as Director 7g




RPC Group Plc


Meeting Type: Annual Ticker: RPC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: An ABSTAIN on this item is warranted.* For the purposes of the EPS targets within the LTIP, the Remuneration Committee continues to apply an approach whereby Executive Directors benefit from the uplift in earnings delivered through recent acquisitions, but are not exposed to the drag of related transaction and integration costs, which are treated as exceptional items.* An abstention signals the concern with this approach in principle, but also recognises that there was no practical impact during the period in review, as awards would have vested at the same level even if acquisition costs were included.A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognise abstention as a valid option.


Page 1,014 of 1,384



RPC Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Jamie Pike as Director 4

Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.

Mgmt For For Re-elect Pim Vervaat as Director 5

Mgmt For For Re-elect Dr Lynn Drummond as Director 6

Voter Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.

Mgmt For For Re-elect Simon Kesterton as Director 7

Mgmt For For Re-elect Martin Towers as Director 8

Mgmt For For Re-elect Dr Godwin Wong as Director 9

Mgmt For For Elect Ros Rivaz as Director 10


Auditors

11


Mgmt For For Approve Increase in the Maximum Aggregate

Directors' Fees

13


Rights

14


Rights

15


16




18

RTL Group S.A.

Meeting Date: 04/19/2017 Country: Luxembourg


Primary ISIN: LU0061462528 Primary SEDOL: 4061490

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Board's and Auditor's Reports 1

Page 1,015 of 1,384



RTL Group S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Financial Statements 2.1

Mgmt For For Approve Consolidated Financial Statements 2.2


Mgmt For For Approve Discharge of Directors 4.1

Mgmt For For Approve Discharge of Auditors 4.2

Mgmt For For Approve Resignations of Anke Schäferkordt and

Jacques Santer as Directors

5.1

Mgmt For For Elect Bert Habets as Executive Director 5.2

Mgmt Against For Elect Jean-Louis Schiltz as Non-Executive

Director

5.3

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Renew Appointment of PricewaterhouseCoopers as Auditor

5.4


Mgmt Transact Other Business (Non-Voting) 6

RTL Group S.A.


Meeting Type: Special Ticker: 006146252


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Various Amendments to the Company's

Articles Re: Legislative Updates

1

Rubis


Meeting Type: Annual/Special Ticker: RUI


Page 1,016 of 1,384



Rubis

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2


EUR 2.68 per Share

3


Shares)

4

Mgmt Against For Reelect Olivier Heckenroth as Supervisory Board

Member

5

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

Member

6


Mgmt For For Reelect Alexandre Piciotto as Supervisory Board Member

7

Mgmt For For Non-Binding Vote on Compensation of Gilles Gobin, General Manager

8

Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Non-Binding Vote on Compensation of Jacques Riou, General Manager

9


Mgmt For For Non-Binding Vote on Compensation of Olivier Heckenroth, Chairman of the Supervisory Board

10

Mgmt For For Authorize Repurchase of Up to 0.5 Percent of Issued Share Capital

11

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

12


Mgmt For For Approve 2-for-1 Stock Split 13

Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests under Items 15-16,

18-19 and 21 at EUR 35 Million

14

Page 1,017 of 1,384



Rubis Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 26.5 Million

15


16


17

Mgmt For For Authorize Capital Increase of Up to EUR 5.5

Million for Contributions in Kind

18

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 5.5 Million

19

Mgmt For For Authorize up to 0.3 Percent of Issued Capital for

Use in Preference Share Plans

20

Mgmt For For Authorize Capital Issuances for Use in Employee

Stock Purchase Plans

21

Mgmt For For Amend Articles to Reflect Changes in Capital 22

Mgmt For For Amend Article 9 of Bylaws Re: Contribution of

General Partner

23

Mgmt For For Amend Article 19 of Bylaws Re: Approval of

General Partner

24

Mgmt Against For Amend Article 32 of Bylaws Re: Related- Party

Transactions

25

Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.

Mgmt For For Amend Article 34 of Bylaws Re: General

Meetings

26

Mgmt For For Amend Article 36 of Bylaws Re: Agenda 27

Mgmt Against For Amend Article 41 of Bylaws Re: Effect of

Deliberations

28



29

RWE AG


Meeting Type: Annual Ticker: RWE


Page 1,018 of 1,384



RWE AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt


EUR 0.13 per Preferred Share

2


Fiscal 2016

3


Fiscal 2016

4

Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt Against For Approve Remuneration System for Management

Board Members

5

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 of time. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.


6


Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Half-Year and Quarterly Reports

2017

7


Mgmt For For Elect Monika Kircher to the Supervisory Board 8.1

Mgmt For For Elect Ute Gerbaulet to the Supervisory Board 8.2

Mgmt For For Approve Affiliation Agreement with Subsidiary RWE Downstream Beteiligungs GmbH

9

Ryanair Holdings plc

Meeting Date: 09/21/2017 Country: Ireland

Meeting Type: Annual Ticker: RY4C

Primary ISIN: IE00BYTBXV33 Primary SEDOL: BYTBXV3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Page 1,019 of 1,384



Ryanair Holdings plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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 suffciently long period of time.

Mgmt Against For Re-elect David Bonderman as Director 3a

Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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 Abstain For Re-elect Michael Cawley as Director 3b

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Abstain For Re-elect Charlie McCreevy as Director 3c

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Abstain For Re-elect Declan McKeon as Director 3d

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Abstain For Re-elect Kyran McLaughlin as Director 3e


Mgmt Against For Re-elect Howard Millar as Director 3f

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Abstain For Re-elect Dick Milliken as Director 3g

Voter Rationale: For widely held companies, the board should include at least 50% 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 For For Re-elect Michael O'Brien as Director 3h

Mgmt For For Re-elect Michael O'Leary as Director 3i

Mgmt Abstain For Re-elect Julie O'Neill as Director 3j

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover. the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Abstain For Re-elect James Osborne as Director 3k

Voter Rationale: Due to the passing of this nominee (announced on August 22, 2017), this proposal warrants an abstention.

Page 1,020 of 1,384



Ryanair Holdings plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Abstain For Re-elect Louise Phelan as Director 3l

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Moreover, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Stan McCarthy as Director 3m


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. In addition, 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 Against For Authorise Issue of Equity with Pre-emptive Rights

5

Voter Rationale: This resolution seeks an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.


6


S&P Global Inc.


Meeting Type: Annual Ticker: SPGI

Primary ISIN: US78409V1044 Primary SEDOL: BYV2325

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Marco Alvera Mgmt For For

Mgmt For For Elect Director William D. Green 1.2

Mgmt For For Elect Director Charles E. Haldeman, Jr. 1.3

Mgmt For For Elect Director Stephanie C. Hill 1.4

Mgmt For For Elect Director Rebecca Jacoby 1.5

Mgmt For For Elect Director Monique F. Leroux 1.6

Mgmt For For Elect Director Maria R. Morris 1.7

Mgmt For For Elect Director Douglas L. Peterson 1.8

Mgmt For For Elect Director Michael Rake 1.9

Page 1,021 of 1,384



S&P Global Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Edward B. Rust, Jr. 1.10


Mgmt Against For Elect Director Kurt L. Schmoke 1.11


Mgmt For For Elect Director Richard E. Thornburgh 1.12

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

2

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.




S&T Motiv Co., Ltd.

Meeting Date: 02/28/2017 Country: South Korea

Meeting Type: Annual Ticker: A064960

Primary ISIN: KR7064960008 Primary SEDOL: 6515434

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Financial Statements and Allocation of Income

Mgmt For For

Mgmt Against For Elect Kim Doh-hwan as Inside Director 2

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Approve Total Remuneration of Inside Directors and Outside Directors

3

Mgmt For For Authorize Board to Fix Remuneration of Internal Auditors

4

Page 1,022 of 1,384



Saf-Holland S.A.


Meeting Type: Annual Ticker: SFQ

Primary ISIN: LU0307018795 Primary SEDOL: B2352K9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Receive and Approve Board's Report 1

Mgmt For For Receive and Approve Auditor's Reports 2




4




Mgmt For For Elect D. Borghardt as Director 8

Mgmt Against For Elect J. Gisinger as Director 9


Mgmt For For Elect C. Reinhardt as Director 10

Mgmt For For Acknowledgment of the Resignation of B. Schneider and S. Martin as Members of the Board of Directors

11

Mgmt For For Renew Appointment of PricewaterhouseCoopers

as Auditor

12

Saf-Holland S.A.


Meeting Type: Special Ticker: SFQ

Primary ISIN: LU0307018795 Primary SEDOL: B2352K9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 1,023 of 1,384



Saf-Holland S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approval Renewal of Authorized Capital With or

Without Preemptive Rights

1


Mgmt For For Conditional Renewal of Authorized Capital in case Item 1 is Not Approved

2

Mgmt For For Approve Share Repurchase up to 10 Percent of Issued Share Capital

3

Mgmt Against For Amend Article 7.1 Re: Dismissal of Board Members

4


Safran


Meeting Type: Annual/Special Ticker: SAF

Primary ISIN: FR0000073272 Primary SEDOL: B058TZ6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt Against For Approve Additional Pension Scheme Agreement with Ross McInnes, Chairman of the Board

4

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

Mgmt Against For Approve Additional Pension Scheme Agreement with Philippe Petitcolin, CEO

5


Mgmt For For Approve Auditors' Special Report on

Related-Party Transactions

6

Mgmt For For Reelect Odile Desforges as Director 7

Mgmt For For Elect Helene Auriol Potier as Director 8

Mgmt For For Elect Patrick Pelata as Director 9

Page 1,024 of 1,384



Safran Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Sophie Zurquiyah as Director 10

Mgmt For For Non-Binding Vote on Compensation of Ross

McInnes, Chairman of the Board

11

Mgmt For For Non-Binding Vote on Compensation of Philippe

Petitcolin, CEO

12


Mgmt For For Approve Remuneration Policy of Chairman of the Board

13

Mgmt For For Approve Remuneration Policy of CEO 14


15


Mgmt For For Amend Article 25 of Bylaws Re: Age Limit of CEO and Vice-CEO

16

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 20 Million

17

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to


18

Mgmt For For Authorize Capital Increase of Up to EUR 8 Million for Future Exchange Offers

19

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to


20

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17 to 20

21

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 12.5 Million for Bonus Issue or Increase in

Par Value

22

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer

or Share Exchange Offer

23

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer

or Share Exchange Offer

24


Page 1,025 of 1,384



Safran Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Capital Increase of Up to EUR 8 Million for Future Exchange Offers, Including in the Event of a Public Tender Offer or Share Exchange Offer

25


Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer or Share Exchange Offer

26


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 23 to 26, Including in the Event of a Public Tender

Offer or Share Exchange Offer

27


Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 8 Million for Bonus Issue or Increase in Par Value, Including in the Event of a Public Tender Offer or Share Exchange Offer

28




29

Mgmt For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares

30

Mgmt For For Authorize up to 0.4 Percent of Issued Capital for

Use in Restricted Stock Plans

31

Mgmt For For Authorize New Class of Preferred Stock (Actions

de Preference A) and Amend Bylaws Accordingly

32

Mgmt For For Authorize Issuance of Preferred Stock Up to

EUR 8 Million for Future Exchange Offers

33


Formalities

34

Mgmt Shareholder Proposals Submitted by FCPE

Safran Investissement

SH Against Against Authorize Up to 0.6 percent of Issued Capital for Use in Restricted Stock Plans Reserved for All Employees

A

Page 1,026 of 1,384



SalMar ASA

Meeting Date: 06/06/2017 Country: Norway

Meeting Type: Annual Ticker: SALM

Primary ISIN: NO0010310956 Primary SEDOL: B1W5NW2

Did Not Vote Due to Ballot Shareblocking

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Chairman of Meeting; Designate

Inspector(s) of Minutes of Meeting

Mgmt For Do Not Vote

Mgmt Do Not Vote For Approve Notice of Meeting and Agenda 2

Mgmt Receive Presentation of the Business 3

Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 12 Per Share

4

Mgmt Do Not Vote For Approve Remuneration of Directors in the Amount of NOK 400,000 for Chairman, and NOK 215,000 for Other Directors, and NOK 107,500 for Employee Representatives; Approve Remuneration for Committee Work; Approve Remuneration for Nominating Committee

5

Mgmt Do Not Vote For Approve Remuneration of Auditors 6

Mgmt Do Not Vote For Approve Company's Corporate Governance Statement

7

Mgmt Do Not Vote For Approve Share-Based Incentive Plan 8

Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Advisory)

9

Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)

10

Mgmt Do Not Vote For Elect Atle Eide as Director 11a

Mgmt Do Not Vote For Elect Helge Moen as Director 11b

Mgmt Do Not Vote For Elect Therese Log Bergjord as Director 11c

Mgmt Do Not Vote For Elect Margrethe Hauge as Director 11d

Mgmt Do Not Vote For Elect Bjørn Wiggen as Member of Nominating Committee

12a

Mgmt Do Not Vote For Elect Anne Kathrine Slungård as Member of Nominating Committee

12b

Page 1,027 of 1,384



SalMar ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Creation of NOK 2.8 Million Pool of

Capital without Preemptive Rights

13

Mgmt Do Not Vote For Authorize Share Repurchase Program and


14

Mgmt Do Not Vote For Approve Issuance of Convertible Loans without Preemptive Rights up to Aggregate Nominal Amount of NOK 2 Billion; Approve Creation of NOK 2.8 Million Pool of Capital to Guarantee

Conversion Rights

15

Salzgitter AG


Meeting Type: Annual Ticker: SZG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4


Mgmt For For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal 2017

5


Mgmt Against For Approve Creation of EUR 80.8 Million Pool of Capital with Partial Exclusion of Preemptive Rights

6


Page 1,028 of 1,384



Salzgitter AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 69.9 Million Pool of Capital to Guarantee Conversion Rights

7


Mgmt For For Amend Articles Re: Location of Annual General Meeting

8

Sampo Oyj

Meeting Date: 04/27/2017 Country: Finland

Meeting Type: Annual Ticker: SAMPO

Primary ISIN: FI0009003305 Primary SEDOL: 5226038

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Call the Meeting to Order 2

Mgmt For For Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting

3



Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report

6


Reports

7


EUR 2.30 Per Share

8


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 175,000 for Chairman, EUR115,000 for Vice Chairman, EUR 90,000 for Other Directors; Approve Remuneration for Committee Work

10

Mgmt For For Fix Number of Directors at Eight 11

Page 1,029 of 1,384



Sampo Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Christian Clausen, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen, Per Arthur Sørlie and Björn Wahlroos as Directors

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 Approve Remuneration of Auditors 13




Mgmt For For Approve that the Rights Attached to Certain Shares Entered in the Company's Joint Book-Entry Account be Forfeited

15



Samsung Electronics Co. Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Financial Statements and Allocation of

Income Mgmt For For

Mgmt For For Approve Total Remuneration of Inside Directors

and Outside Directors

2





Page 1,030 of 1,384




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for GDR Holders Mgmt

Mgmt For For Approve Financial Statements and Allocation of

Income

1



2

Sanderson Farms, Inc.


Meeting Type: Annual Ticker: SAFM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Lampkin Butts Mgmt For For


Mgmt Withhold For Elect Director Beverly Hogan 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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt Withhold For Elect Director Phil K. Livingston 1.3

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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. This holds in particular for the lead director who in this case, we do not consider independent given his long tenure.

Mgmt For For Elect Director Joe F. Sanderson, Jr. 1.4

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, 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.

Page 1,031 of 1,384



Sanderson Farms, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



2

Voter Rationale: We support the proposal with caution. 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, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, 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.



SH For Against Adopt a Policy to Phase Out Use of Medically Important Antibiotics For Growth Promotion and

Disease Prevention

4

Voter Rationale: We support this proposal on the basis that the company's current disclosures in this area merit improving. Stronger policies on antibiotics use would address risks related to changing consumer preferences, reputational damage, and potential future regulation.

Sandvik AB


Meeting Type: Annual Ticker: SAND

Primary ISIN: SE0000667891 Primary SEDOL: B1VQ252

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt






Mgmt Receive Financial Statements and Statutory

Reports

7

Mgmt Receive President's Report 8


Reports

9



SEK 2.75 Per Share

11

Page 1,032 of 1,384



Sandvik AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Determine Number of Directors (8) and Deputy Directors (0) of Board; Determine Number of Auditors (1) and Deputy Auditors

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.2 Million for the Chairman and SEK 630,000 for Other Directors; Approve Remuneration for Committee Work; Approve

Remuneration for Auditor

13

Mgmt For For Elect Marika Fredriksson as New Director 14a

Mgmt For For Reelect Jennifer Allerton as Director 14b

Mgmt For For Reelect Claes Boustedt as Director 14c

Mgmt For For Reelect Johan Karlstrom as Director 14d

Mgmt For For Reelect Johan Molin as Director 14e

Mgmt For For Reelect Bjorn Rosengren as Director 14f

Mgmt Against For Reelect Helena Stjernholm as Director 14g

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 For For Reelect Lars Westerberg as Director 14h

Mgmt For For Reelect Johan Molin as Chairman of the Board 15

Mgmt For For Ratify KPMG as Auditors 16


17

Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation. 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 Share Matching Plan (LTI 2017) 18



Sanofi


Meeting Type: Annual/Special Ticker: SAN


Page 1,033 of 1,384



Sanofi

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2


EUR 2.96 per Share

3

Mgmt Against For Approve Auditors' Special Report on New


4

Voter Rationale: The proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement.

Mgmt For For Approve Remuneration of Directors in the

Aggregate Amount of EUR 1.750 Million

5

Mgmt For For Reelect Fabienne Lecorvaisier as Director 6

Mgmt For For Elect Bernard Charles as Director 7

Mgmt For For Elect Melanie Lee as Director 8

Mgmt For For Approve Remuneration Policy for Chairman of

the Board

9

Mgmt For For Approve Remuneration Policy for CEO 10

Mgmt For For Non-Binding Vote on Compensation of Serge

Weinberg, Chairman of the Board

11

Mgmt For For Non-Binding Vote on Compensation of Olivier

Brandicourt, CEO

12

Mgmt For For Renew Appointment of PricewaterhouseCoopers

Audit as Auditor

13



14



Aggregate Nominal Amount of EUR 1.289 Billion

15



16

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to


17

Page 1,034 of 1,384



Sanofi Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion

18


19



20


21



22



23

Mgmt For For Amend Article 11 of Bylaws Re: Board of

Directors

24


Formalities

25

SAP SE


Meeting Type: Annual Ticker: SAP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2016

4

Voter Rationale: We voted against the discharge of the supervisory board in light of its failure to react to last year's significant shareholder dissent to the newly proposed compensation system. Furthermore, the company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.

Page 1,035 of 1,384



SAP SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5


Saras SPA


Meeting Type: Annual/Special Ticker: SRS

Primary ISIN: IT0000433307 Primary SEDOL: B04F679

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements, Statutory

Reports, and Allocation of Income

1

Mgmt Against For Elect Director or Reduce Board Size 2

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 Authorize Share Repurchase Program and


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. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%.


Mgmt For For Amend Company Bylaws Re: Article 18 (Board

Size and Directors' Term)

1

Sartorius Stedim Biotech


Meeting Type: Annual Ticker: DIM

Primary ISIN: FR0013154002 Primary SEDOL: BYZ2QP5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 1,036 of 1,384



Sartorius Stedim Biotech Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Financial Statements and Discharge

Directors

1

Voter Rationale: The company failed to put its executive compensation policy to shareholders' advisory vote without providing an adequate explanation. This does not reflect the market best practice as recommended by AFEP-MEDEF Code.

Mgmt Against For Approve Consolidated Financial Statements and Statutory Reports

2

Voter Rationale: The company failed to put its executive compensation policy to shareholders' advisory vote without providing an adequate explanation. This does not reflect the market best practice as recommended by AFEP-MEDEF Code.


3

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions

4

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt Against For Approve Termination Package of Joachim

Kreuzburg, Chairman and CEO

5

Voter Rationale: If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions. Furthermore, the proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement. Finally, the proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 284,400

6

Mgmt Against For Non-Binding Vote on Compensation of Joachim Kreuzburg, Chairman and CEO

7

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, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.

Mgmt Against For Non-Binding Vote on Compensation of Volker Niebel, Vice CEO

8


Mgmt Against For Non-Binding Vote on Compensation of Oscar-Werner Reif, Vice CEO

9


Mgmt Against For Non-Binding Vote on Compensation of Reinhard

Vogt, Vice CEO

10



Formalities

11

Page 1,037 of 1,384



Savills plc


Meeting Type: Annual Ticker: SVS

Primary ISIN: GB00B135BJ46 Primary SEDOL: B135BJ4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For




Mgmt For For Re-elect Nicholas Ferguson as Director 5

Mgmt For For Re-elect Jeremy Helsby as Director 6

Mgmt For For Re-elect Tim Freshwater as Director 7

Mgmt For For Re-elect Liz Hewitt as Director 8

Mgmt For For Re-elect Charles McVeigh as Director 9

Mgmt For For Re-elect Rupert Robson as Director 10

Mgmt For For Re-elect Simon Shaw as Director 11


12





14


Rights

15


16




18

Page 1,038 of 1,384



SBM Offshore NV


Meeting Type: Annual Ticker: SBMO

Primary ISIN: NL0000360618 Primary SEDOL: B156T57

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


2

Mgmt Receive Report of Supervisory Board (Non-Voting)

3

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board

Members

4

Mgmt Receive Information by PricewaterhouseCoopers 5.1

Mgmt For For Adopt Financial Statements and Statutory Reports

5.2


Mgmt For For Approve Dividends of USD 0.23 Per Share 5.3

Mgmt Receive Explanation on Dividend Policy

Amendment

5.4

Mgmt For For Approve Discharge of Management Board 6.1

Mgmt For For Approve Discharge of Supervisory Board 6.2

Mgmt Discussion on Company's Corporate Governance

Structure

7


8.1


Mgmt Against For Authorize Board to Restrict or Exclude Preemptive Rights from Share Issuances

8.2



9.1

Mgmt For For Approve Cancellation of Repurchased Shares 9.2

Mgmt Allow Questions 10


Page 1,039 of 1,384



SC Fondul Proprietatea SA


Meeting Type: Special Ticker: FP

Primary ISIN: ROFPTAACNOR5 Primary SEDOL: B62BHV2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Reduction in Share Capital Through Decrease in Par Value from EUR 0.57 to EUR

0.52 per Share; Amend Bylaws Accordingly

1

Mgmt For For Approve Resolutions Taken by EGMs between Sept. 6, 2010, and Feb. 27, 2017, and Approve

Implementation Acts, Facts, and Operations

2

Mgmt For For Approve Record Date, Ex-Date, and Payment Date

3


4



Meeting Type: Annual Ticker: FP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Board of Nominees' Report 1


Reports, and Discharge Sole Fund Manager

2



Mgmt For For Approve Record Date and Ex-Date 4


5

Page 1,040 of 1,384





Meeting Type: Special Ticker: FP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Reduction in Capital Via Cancellation of Shares

1

Mgmt For For Approve Record Date and Ex-Date 2


3

SCANA Corporation


Meeting Type: Annual Ticker: SCG

Primary ISIN: US80589M1027 Primary SEDOL: 2545844

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John F.A.V. Cecil Mgmt For For

Mgmt Withhold For Elect Director D. Maybank Hagood 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Mgmt For For Elect Director Alfredo Trujillo 1.3



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.



Mgmt For For Declassify the Board of Directors 5

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

Page 1,041 of 1,384



Scandi Standard AB


Meeting Type: Annual Ticker: SCST

Primary ISIN: SE0005999760 Primary SEDOL: BNJZRJ4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Chairman of Meeting Mgmt For For






6


7a

Mgmt For For Approve Allocation of Income and Dividends of SEK 1.35 Per Share

7b



8

Mgmt For For Amend Articles Re: Number of Board Members 9a

Mgmt For For Amend Articles of Association Re: Routine 9b

Mgmt For For Determine Number of Members (9) and Deputy Members(0) of Board

10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 550,000 for the Chair and SEK 275,000 to Other Directors; Approve Remuneration for Committee Work

11

Mgmt For For Reelect Per Harkjaer as Director 12a

Mgmt Against For Reelect Ulf Gundemark as Director 12b

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Samir Kamal as Director 12c

Mgmt For For Reelect Michael Parker as Director 12d

Page 1,042 of 1,384



Scandi Standard AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Harald Pousette as Director 12e


Mgmt For For Reelect Asbjorn Reinkind as Director 12f

Mgmt For For Reelect Karsten Slotte as Director 12g

Mgmt For For Reelect Helene Vibbleus as Director 12h

Mgmt For For Elect Oystein Engebretsen as New Director 12i

Mgmt For For Reelect Per Harkjaer as Board Chairman 12j

Mgmt For For Determine Number of Auditors(1) and Deputy Auditors(0)

13



Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management

16

Mgmt Against For Approve Performance Based Long Term Incentive Program 2017 (LTIP 2017)

17


Mgmt Against For Approve Acquisition of Shares in Connection with LTIP 2017

17b


Mgmt Against For Approve Transfer of up to 251,386 Shares to Participants of the LTIP 2016

17c



Scandi Standard AB


Meeting Type: Special Ticker: SCST

Primary ISIN: SE0005999760 Primary SEDOL: BNJZRJ4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Page 1,043 of 1,384



Scandi Standard AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt For For Approve Issuance of 6 Million Shares in

Connection with Acquisition of Manor Farm

6


Schibsted ASA


Meeting Type: Annual Ticker: SCHA

Primary ISIN: NO0003028904 Primary SEDOL: 4790534


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Chairman of Meeting; Designate

Inspector(s) of Minutes of Meeting Mgmt For Do Not Vote


Mgmt Do Not Vote For Designate Inspector(s) of Minutes of Meeting 3

Mgmt Do Not Vote For Accept Financial Statements and Statutory

Reports; Approve Corporate Governance Report

4

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of

NOK 1.75 Per Share

5




7

Mgmt Receive Report from Nominating Committee 8


9a

Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)

9b

Page 1,044 of 1,384



Schibsted ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Elect Ole Sunde as Director 10a

Mgmt Do Not Vote For Elect Orla Noonan as Director 10b

Mgmt Do Not Vote For Elect Arnaud de Puyfontaine as Director 10c

Mgmt Do Not Vote For Elect Christian Ringnes as Director 10d

Mgmt Do Not Vote For Elect Birger Steen as Director 10e

Mgmt Do Not Vote For Elect Eugenie van Wiechen as Director 10f

Mgmt Do Not Vote For Elect Marianne Budnik as Director 10g

Mgmt Do Not Vote For Approve Remuneration of Directors in the Amount of NOK 1.03 Million for the Chairman and NOK 483,000 for Other Directors; Approve Remuneration for Committee Work; Approve

Meeting Fees

11

Mgmt Do Not Vote For Elect John A. Rein as Member of Nominating

Committee

12a

Mgmt Do Not Vote For Elect Ann Kristin Brautaset as Member of

Nominating Committee

12b

Mgmt Do Not Vote For Elect Spencer Adair as Member of Nominating

Committee

12c

Mgmt Do Not Vote For Approve Remuneration of Nominating

Committee

13

Mgmt Do Not Vote For Adopt Instructions for the Nominating Committee Recommended by Norwegian Code of Practice for Corporate Governance

14

Mgmt Do Not Vote For Grant Power of Attorney to Board Pursuant to

Article 7 of Articles of Association

15



16

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Chairman of Meeting; Designate

Inspector(s) of Minutes of Meeting

1

Mgmt For For Approve Notice of Meeting and Agenda 2


Page 1,045 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports; Approve Corporate Governance Report

4


Mgmt For For Approve Allocation of Income and Dividends of NOK 1.75 Per Share

5


Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

7


Mgmt Receive Report from Nominating Committee 8


(Advisory)

9a


Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)

9b

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 of time.

Mgmt For For Elect Ole Sunde as Director 10a

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 Orla Noonan as Director 10b

Mgmt Against For Elect Arnaud de Puyfontaine as Director 10c

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. furthermore, firectors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.

Mgmt For For Elect Christian Ringnes as Director 10d

Mgmt Against For Elect Birger Steen as Director 10e


Mgmt For For Elect Eugenie van Wiechen as Director 10f

Mgmt For For Elect Marianne Budnik as Director 10g

Mgmt For For Approve Remuneration of Directors in the Amount of NOK 1.03 Million for the Chairman and NOK 483,000 for Other Directors; Approve Remuneration for Committee Work; Approve

Meeting Fees

11

Page 1,046 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect John A. Rein as Member of Nominating

Committee

12a

Mgmt For For Elect Ann Kristin Brautaset as Member of


12b

Mgmt For For Elect Spencer Adair as Member of Nominating

Committee

12c

Mgmt For For Approve Remuneration of Nominating

Committee

13

Mgmt For For Adopt Instructions for the Nominating Committee Recommended by Norwegian Code of Practice for Corporate Governance

14

Mgmt For For Grant Power of Attorney to Board Pursuant to

Article 7 of Articles of Association

15

Mgmt For For Approve Creation of NOK 5.94 Million Pool of


16

Schlumberger Limited

Meeting Date: 04/05/2017 Country: Curacao

Meeting Type: Annual Ticker: SLB

Primary ISIN: AN8068571086 Primary SEDOL: 2779201

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Peter L.S. Currie Mgmt For For

Mgmt For For Elect Director Miguel M. Galuccio 1b

Mgmt For For Elect Director V. Maureen Kempston Darkes 1c

Mgmt For For Elect Director Paal Kibsgaard 1d


Mgmt For For Elect Director Nikolay Kudryavtsev 1e

Mgmt For For Elect Director Helge Lund 1f

Mgmt For For Elect Director Michael E. Marks 1g

Mgmt For For Elect Director Indra K. Nooyi 1h

Mgmt For For Elect Director Lubna S. Olayan 1i

Mgmt For For Elect Director Leo Rafael Reif 1j

Page 1,047 of 1,384



Schlumberger Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Tore I. Sandvold 1k


Mgmt For For Elect Director Henri Seydoux 1l


2

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. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Mgmt For For Adopt and Approve Financials and Dividends 4




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.

Mgmt For For Amend Employee Stock Purchase Plan 7

Schneider Electric SE


Meeting Type: Annual/Special Ticker: SU


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Mgmt For For Approve Allocation of Losses and Dividends of EUR 2.04 per Share

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions

4

Page 1,048 of 1,384



Schneider Electric SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Non-Binding Vote on Compensation of Jean

Pascal Tricoire

5

Mgmt For For Non-Binding Vote on Compensation of

Emmanuel Babeau

6

Mgmt Against For Approve remuneration policy of CEO and

Chairman

7

Voter Rationale: We voted against because the company does not disclose any cap for long-term incentive awards; there is no information on any cap for golden hello awards; and there is no pro-rating for time with regard to the post-mandate vesting of long-term awards.

Mgmt Against For Approve remuneration policy of Vice-CEO 8

Voter Rationale: We voted against because the company does not disclose any cap for long-term incentive awards; there is no information on any cap for golden hello awards; and there is no pro-rating for time with regard to the post-mandate vesting of long-term awards.

Mgmt For For Reelect Jean-Pascal Tricoire as Director 9


Mgmt Against Abstain Elect Nadine Bouquin as a Representative of Employee Shareholders to the Board

10

Voter Rationale: As there is only one board seat as employee shareholder representative, resolutions regarding all other candidates for this position warrant a vote AGAINST

Mgmt Against Abstain Elect Claude Briquet as a Representative of

Employee Shareholders to the Board

11


Mgmt For For Elect Xiaoyun Ma as a Representative of


12

Mgmt Against Abstain Elect Francois Martin-Festa as a Representative

of Employee Shareholders to the Board

13


Mgmt Against Abstain Elect Jean-Michel Vedrine as a Representative of


14


Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 2 Million

15


16


Mgmt For For Amend Article 11 of Bylaws Re: Election of Employee Shareholders Representative to the

board

17

Mgmt For For Amend Article 19 of Bylaws to Comply with Legal Changes

18

Page 1,049 of 1,384



Schneider Electric SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


19


20


21

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above or Vote under Item 19 of this Agenda

22



23

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 4.85 Percent of Issued Capital Per Year for Private Placements up to Aggregate Nominal Amount of EUR 115 Million

24



25

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries

26



27



Formalities

28

Schoeller-Bleckmann Oilfield Equipment AG


Meeting Type: Annual Ticker: SBO

Primary ISIN: AT0000946652 Primary SEDOL: 7571305

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


Page 1,050 of 1,384



Schoeller-Bleckmann Oilfield Equipment AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Ratify Auditors 5

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. Furthermore, 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 Approve Remuneration of Supervisory Board Members

6

Mgmt Against For Elect Supervisory Board Member 7

Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Amend Articles Re: Voting by Electronic Means 8

Schroders plc


Meeting Type: Annual Ticker: SDR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction






Mgmt For For Elect Ian King as Director 5

Mgmt For For Elect Rakhi Goss-Custard as Director 6

Mgmt For For Re-elect Michael Dobson as Director 7

Mgmt For For Re-elect Peter Harrison as Director 8

Mgmt For For Re-elect Richard Keers as Director 9

Mgmt For For Re-elect Lord Howard of Penrith as Director 10

Mgmt For For Re-elect Robin Buchanan as Director 11

Mgmt For For Re-elect Rhian Davies as Director 12

Page 1,051 of 1,384



Schroders plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Nichola Pease as Director 13

Mgmt For For Re-elect Philip Mallinckrodt as Director 14

Mgmt For For Re-elect Bruno Schroder as Director 15


Auditors

16



17



18

Mgmt For For Authorise Market Purchase of Non-Voting Ordinary Shares

19


20

Scout24 AG


Meeting Type: Annual Ticker: G24

Primary ISIN: DE000A12DM80 Primary SEDOL: BYT9340

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal 2016 (Non-Voting) Mgmt


EUR 0.30

2


Fiscal 2016

3


Fiscal 2016

4


Mgmt Against For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

6

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Page 1,052 of 1,384



Scout24 AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Michael Zahn to the Supervisory Board 7.1


Mgmt For For Elect Peter Schwarzenbauer to the Supervisory Board

7.2

Mgmt For For Amend Articles Re: Supervisory Board Remuneration

8

Seagate Technology plc


Meeting Type: Annual Ticker: STX

Primary ISIN: IE00B58JVZ52 Primary SEDOL: B58JVZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Stephen J. Luczo Mgmt For For

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 Mark W. Adams 1b

Mgmt Against For Elect Director Michael R. Cannon 1c

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. Also, this director is not sufficiently independent to serve as the independent lead director. 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 Mei-Wei Cheng 1d

Mgmt For For Elect Director William T. Coleman 1e


Mgmt For For Elect Director Jay L. Geldmacher 1f

Mgmt For For Elect Director William D. Mosley 1g

Mgmt Against For Elect Director Chong Sup Park 1h

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. 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.

Page 1,053 of 1,384



Seagate Technology plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Stephanie Tilenius 1i


Mgmt For For Elect Director Edward J. Zander 1j


2

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


Mgmt For For Amend Qualified Employee Stock Purchase Plan 4

Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

5

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights

6

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

7

Mgmt For For Determine Price Range for Reissuance of Treasury Shares

8

Sega Sammy Holdings Inc.



Primary ISIN: JP3419050004 Primary SEDOL: B02RK08

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Satomi, Hajime Mgmt For For

Mgmt For For Elect Director Satomi, Haruki 1.2

Mgmt Against For Elect Director Tsurumi, Naoya 1.3

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Director Fukazawa, Koichi 1.4


Page 1,054 of 1,384



Sega Sammy Holdings Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Okamura, Hideki 1.5


Mgmt For For Elect Director Iwanaga, Yuji 1.6

Mgmt For For Elect Director Natsuno, Takeshi 1.7

Mgmt Against For Elect Director Katsukawa, Kohei 1.8


Mgmt Against For Appoint Statutory Auditor Aoki, Shigeru 2.1

Mgmt Against For Appoint Statutory Auditor Sakaue, Yukito 2.2

Mgmt For For Appoint Statutory Auditor Kazashi, Tomio 2.3

Mgmt Against For Appoint Statutory Auditor Enomoto, Mineo 2.4

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Mgmt Against For Appoint Alternate Statutory Auditor Ogata, Izumi

3

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

SEI Investments Company


Meeting Type: Annual Ticker: SEIC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Sarah W. Blumenstein Mgmt For Against

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.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.

Page 1,055 of 1,384



SEI Investments Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Kathryn M. McCarthy 1b

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. 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.


2


Mgmt For For Ratify KPMG LLP as Auditors 3


Sekisui Chemical Co. Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 19

Mgmt For For

Mgmt For For Elect Director Negishi, Naofumi 2.1

Mgmt For For Elect Director Koge, Teiji 2.2

Mgmt Against For Elect Director Kubo, Hajime 2.3

Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.

Mgmt Against For Elect Director Uenoyama, Satoshi 2.4


Mgmt Against For Elect Director Sekiguchi, Shunichi 2.5


Mgmt Against For Elect Director Kato, Keita 2.6


Page 1,056 of 1,384



Sekisui Chemical Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Hirai, Yoshiyuki 2.7


Mgmt Against For Elect Director Taketomo, Hiroyuki 2.8


Mgmt For For Elect Director Ishizuka, Kunio 2.9

Mgmt For For Elect Director Kase, Yutaka 2.10

Mgmt For For Appoint Statutory Auditor Naganuma, Moritoshi 3

Senior plc


Meeting Type: Annual Ticker: SNR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Voter Rationale: Due to the profit warnings and performance during the year we do not consider the payment of bonuses to executive directors to be appropriate on this occasion. Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. We also encourage the company to review the shareholding guidelines for executives as we consider it to be too low.


Mgmt For For Re-elect Charles Berry as Director 5

Mgmt For For Re-elect Celia Baxter as Director 6

Mgmt For For Re-elect Susan Brennan as Director 7

Mgmt For For Re-elect Derek Harding as Director 8

Mgmt For For Re-elect Giles Kerr as Director 9

Mgmt For For Re-elect David Squires as Director 10

Mgmt For For Re-elect Mark Vernon as Director 11

Page 1,057 of 1,384



Senior plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint KPMG LLP as Auditors 12



Rights

14


Rights

15




17

Sensata Technologies Holding N.V.


Meeting Type: Annual Ticker: ST

Primary ISIN: NL0009324904 Primary SEDOL: B62S207

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Paul Edgerley as Director Mgmt For For

Mgmt For For Elect Martha Sullivan as Director 1.2

Mgmt For For Elect Beda Bolzenius as Director 1.3

Mgmt For For Elect James E. Heppelmann as Director 1.4

Mgmt For For Elect Charles W. Peffer as Director 1.5

Mgmt For For Elect Kirk P. Pond as Director 1.6

Mgmt For For Elect Constance E. Skidmore as Director 1.7

Mgmt For For Elect Andrew Teich as Director 1.8

Mgmt For For Elect Thomas Wroe as Director 1.9

Mgmt For For Elect Stephen Zide as Director 1.10



3b


Mgmt For For Grant Board Authority to Repurchase Shares 5

Page 1,058 of 1,384



Sensata Technologies Holding N.V. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



6

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

Mgmt For For Change Location of Registered Office 7

Sfr Group


Meeting Type: Annual/Special Ticker: SFR

Primary ISIN: FR0011594233 Primary SEDOL: BG3FC18

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2

Mgmt For For Approve Treatment of Losses 3

Mgmt Against For Approve Transaction with Altice Media Group

SARL

4

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.

Mgmt Against For Non-Binding Vote on Compensation of Mr. Denoyer, CEO

5

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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Non-Binding Vote on Compensation of Mr. Combes, Chairman and CEO

6


Mgmt Against For Non-Binding Vote on Compensation of Mr.

Paulin, Vice-CEO

7

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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 1,059 of 1,384



Sfr Group Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Non-Binding Vote on Compensation of Mr. Weill,

Vice-CEO

8


Mgmt Against For Approve Remuneration Policy of Mr. Combes for Fiscal Year 2017

9


Mgmt Against For Approve Remuneration Policy of Mr. Paulin for Fiscal Year 2017

10


Mgmt Against For Approve Remuneration Policy of Mr. Weill for Fiscal Year 2017

11


Mgmt Against For Reelect Mr. Attali as Director 12

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, 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. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Mr. Weill as Director 13

Mgmt Against For Ratify Appointment of Mrs. Laclide as Director 14

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, 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. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Ratify Appointment of Mr. Meheut as Director 15

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.


16



Page 1,060 of 1,384



Sfr Group Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million

17

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to


18

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, 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 Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 110 Million

19


Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

20


Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

21

Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, the additional share capital increase would provide for a total increase of greater than 50%. Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company. Finally, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Capital Increase of up to 10 Percent


22


Page 1,061 of 1,384



Sfr Group Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value

23



24

Mgmt Against For Authorize up to 1.5 Percent of Issued Capital for Use in Stock Option Plans

25

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, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Finally, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.

Mgmt Against For Authorize up 0.5 Percent of Issued Capital for Use in Restricted Stock Plans

26

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, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.


27

SGS SA


Meeting Type: Annual Ticker: SGSN

Primary ISIN: CH0002497458 Primary SEDOL: 4824778

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Accept Financial Statements and Statutory




Management

2


CHF 70 per Share

3

Mgmt Against For Reelect Paul Desmarais, jr. as Director 4.1a

Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.

Page 1,062 of 1,384



SGS SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect August von Finck as Director 4.1b


Mgmt Against For Reelect August Francois von Finck as Director 4.1c


Mgmt Against For Reelect Ian Gallienne as Director 4.1d


Mgmt For For Reelect Cornelius Grupp as Director 4.1e

Mgmt For For Reelect Peter Kalantzis as Director 4.1f

Mgmt Against For Reelect Christopher Kirk as Director 4.1g


Mgmt Against For Reelect Gerard Lamarche as Director 4.1h


Mgmt Against For Reelect Sergio Marchionne as Director 4.1i


Mgmt For For Reelect Shelby R. du Pasquier as Director 4.1j

Mgmt Against For Reelect Sergio Marchionne as Board Chairman 4.2


Mgmt Against For Reelect August von Finck as Member of the Compensation Committee

4.3a

Voter Rationale: Votes AGAINST the non-independent nominees Ian Galienne and August von Finck are warranted because of the failure to establish a majority-independent compensation committee.

Mgmt Against For Reelect Ian Gallienne as Member of the Compensation Committee

4.3b

Voter Rationale: Votes AGAINST the non-independent nominees Ian Galienne and August von Finck are warranted because of the failure to establish a majority-independent compensation committee.

Mgmt For For Reelect Shelby R. du Pasquier as Member of the Compensation Committee

4.3c

Mgmt For For Ratify Deloitte SA as Auditors 4.4

Page 1,063 of 1,384



SGS SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Designate Jeandin and Defacqz as Independent

Proxy

4.5


Amount of CHF 2.1 Million

5.1

Mgmt Against For Approve Fixed Remuneration of Executive

Committee in the Amount of CHF 9.3 Million

5.2

Voter Rationale: A vote AGAINST the proposed maximum fixed compensation for members of the Operations Council in fiscal 2018 is warranted because:- For the second consecutive year, the board has proposed to increase the maximum potential fixed compensation that could be paid to the Operations Council. Although the overall proposed increase is moderate (+1 percent), due to a recent reduction in headcount, the potential increase on a per person basis is over 10 percent. This is the second consecutive year that the fixed pay proposal has represented a potential increase of over 10 percent on a per person basis.- The board's proposal applies only to base salaries, and not to other non-variable elements such as pension or social insurance contributions. The proposed pay envelope is well in excess of the actual base salaries that were paid to members of the Operations Council in 2016 (+19.7 percent in aggregate, +28.3 percent per person on average). The proposal therefore appears to provide the board with the flexibility to grant potentially excessive increases in base salaries.- The company's rationale for the proposed increase is not considered to be compelling.

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3.7 Million

5.3

Mgmt For For Approve CHF 188,704 Reduction in Share Capital via the Cancellation of Repurchased

Shares

6

Mgmt For For Approve Creation of CHF 500,000 Pool of Capital without Preemptive Rights

7



Shanghai Fosun Pharmaceutical (Group) Co., Ltd.

Meeting Date: 06/29/2017 Country: China


Primary ISIN: CNE000000X38 Primary SEDOL: 6121187

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve 2016 Annual Report 1

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For For Approve 2016 Work Report of the Board of Directors

2

Page 1,064 of 1,384



Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve 2016 Work Report of the Supervisory

Committee

3

Mgmt For For Approve 2016 Final Accounts Report 4

Mgmt For For Approve 2016 Annual Profit Distribution

Proposal

5

Mgmt For For Approve Ernst & Young Hua Ming (Special General Partnership) as PRC Financial Report and Internal Control Report Auditors and Ernst & Young as International Financial Report Auditors and Authorize Board to Fix Their Remuneration

6

Mgmt Against For Approve 2017 Estimated Ongoing Related Party

Transactions

7

Voter Rationale: A vote AGAINST this proposal is warranted because the proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks.

Mgmt For For Approve 2016 Appraisal Results and Remuneration of Directors

8

Mgmt For For Approve 2017 Appraisal Program of Directors 9

Mgmt For For Approve Renewal of and New Entrusted Loan Quota of the Group

10

Mgmt For For Approve Total Bank Credit Applications of the Group

11

Mgmt For For Approve Authorization to the Management to Dispose of Listed Securities

12

Mgmt For For Approve Mandate to Issue Interbank Market Debt Financing Instruments

13

Mgmt For For Approve Compliance with Conditions for the Proposed Public Issuance of Corporate Bonds

14

Mgmt RESOLUTIONS RELATING TO THE PROPOSED ISSUANCE OF CORPORATE BONDS

Mgmt For For Approve Size and Method of the Issuance in Relation to the Proposed Issuance of Corporate

Bonds

15.1

Mgmt For For Approve Coupon Rate and Its Determination Mechanism in Relation to the Proposed Issuance

of Corporate Bonds

15.2

Mgmt For For Approve Maturity Period, Method of Principal Repayment and Interest Payment, and Other Specific Arrangements in Relation to the Proposed Issuance of Corporate Bonds

15.3

Mgmt For For Approve Use of Proceeds in Relation to the Proposed Issuance of Corporate Bonds

15.4

Mgmt For For Approve Issuance Target and Placing Arrangement for Shareholders of the Company in Relation to the Proposed Issuance of Corporate Bonds

15.5

Page 1,065 of 1,384



Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Guarantee Arrangement in Relation to

the Proposed Issuance of Corporate Bonds

15.6

Mgmt For For Approve Provisions on Redemption and Repurchase in Relation to the Proposed Issuance of Corporate Bonds

15.7

Mgmt For For Approve Credit Standing of the Company and Safeguards for Debt Repayment in Relation to the Proposed Issuance of Corporate Bonds

15.8

Mgmt For For Approve Underwriting Method in Relation to the

Proposed Issuance of Corporate Bonds

15.9

Mgmt For For Approve Listing Arrangement in Relation to the

Proposed Issuance of Corporate Bonds

15.10

Mgmt For For Approve Validity of the Resolutions in Relation

to the Proposed Issuance of Corporate Bonds

15.11

Mgmt For For Authorize Board to Handle All Matters in Relation to the Public Issuance of Corporate Bonds

16

Mgmt Against For Adopt Shanghai Henlius Share Option Incentive

Scheme and Relevant Matters

17

Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.

Mgmt For For Amend Management System of Connected Transactions

18

Mgmt For For Approve Renewal of and New Guarantee Quota of the Group

19

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

20


Shimizu Corp.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Dividend of JPY 21 Mgmt For For

Mgmt For For Elect Director Miyamoto, Yoichi 2.1

Mgmt For For Elect Director Inoue, Kazuyuki 2.2

Page 1,066 of 1,384



Shimizu Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Terada, Osamu 2.3


Mgmt Against For Elect Director Okamoto, Tadashi 2.4


Mgmt Against For Elect Director Imaki, Toshiyuki 2.5


Mgmt Against For Elect Director Higashide, Koichiro 2.6


Mgmt Against For Elect Director Yamaji, Toru 2.7


Mgmt Against For Elect Director Ikeda, Koji 2.8


Mgmt Against For Elect Director Shimizu, Motoaki 2.9


Mgmt For For Elect Director Takeuchi, Yo 2.10

Mgmt Against For Elect Director Murakami, Aya 2.11


Mgmt Against For Appoint Statutory Auditor Watanabe, Hideto 3.1

Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.

Mgmt Against For Appoint Statutory Auditor Kaneko, Hatsuhito 3.2


Mgmt For For Approve Annual Bonus 4

Shinhan Financial Group Co. Ltd.




Page 1,067 of 1,384



Shinhan Financial Group Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Income

Mgmt For For

Mgmt For For Amend Articles of Incorporation 2

Mgmt For For Elect Cho Yong-byoung as Inside Director 3.1

Mgmt For For Elect Wi Sung-ho as Non-independent

Non-executive Director

3.2

Mgmt For For Elect Park An-soon as Outside Director 3.3

Mgmt For For Elect Park Cheul as Outside Director 3.4

Mgmt For For Elect Lee Sang-kyung as Outside Director 3.5

Mgmt For For Elect Joo Jae-seong as Outside Director 3.6

Mgmt For For Elect Yuki Hirakawa as Outside Director 3.7

Mgmt For For Elect Philippe Avril as Outside Director 3.8

Mgmt For For Elect Lee Man-woo as Outside Director to serve

as Audit Committee Member

4

Mgmt For For Elect Lee Sang-kyung as Member of Audit

Committee

5.1

Mgmt For For Elect Lee Steven Sung-ryang as Member of

Audit Committee

5.2



6

Shire plc

Meeting Date: 04/25/2017 Country: Jersey

Meeting Type: Annual Ticker: SHP

Primary ISIN: JE00B2QKY057 Primary SEDOL: B2QKY05

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Re-elect Dominic Blakemore as Director 3

Page 1,068 of 1,384



Shire plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Re-elect Olivier Bohuon as Director 4


Mgmt For For Re-elect William Burns as Director 5

Mgmt For For Elect Ian Clark as Director 6

Mgmt For For Elect Gail Fosler as Director 7

Mgmt For For Re-elect Steven Gillis as Director 8

Mgmt For For Re-elect David Ginsburg as Director 9

Mgmt For For Re-elect Susan Kilsby as Director 10

Mgmt For For Re-elect Sara Mathew as Director 11

Mgmt For For Re-elect Anne Minto as Director 12

Mgmt For For Re-elect Flemming Ornskov as Director 13

Mgmt For For Re-elect Jeffrey Poulton as Director 14

Mgmt For For Elect Albert Stroucken as Director 15



Mgmt For For Authorise the Audit, Compliance & Risk Committee to Fix Remuneration of Auditors

17



18


19


20




23

Page 1,069 of 1,384



Shop Apotheke Europe NV


Meeting Type: Special Ticker: SAE

Primary ISIN: NL0012044747 Primary SEDOL: BYYH7G9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt For For Approve Acquisition of EHS Europe Health Services B.V.

2

Mgmt For For Issue 2,950,578 New Shares in Connection with Acquisition

3

Mgmt Against For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital

4.a


Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 4.a

4.b




Siam Global House Public Co Ltd.


Meeting Type: Annual Ticker: GLOBAL

Primary ISIN: TH0991010008 Primary SEDOL: B435YH4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Minutes of Previous Meeting Mgmt For For

Mgmt For For Acknowledge Operating Results and Approve Financial Statements

2

Mgmt For For Approve Allocation of Income and Dividend Payment

3

Mgmt For For Approve Reduction in Registered Capital and Amend Memorandum of Association to Reflect

Decrease in Registered Capital

4

Page 1,070 of 1,384



Siam Global House Public Co Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Increase in Registered Capital and Amend Memorandum of Association to Reflect Increase in Registered Capital

5

Mgmt For For Approve Allocation of Shares 6

Mgmt For For Approve M&R Associates Co. Ltd as Auditors

and Fix Their Remuneration

7

Mgmt For For Elect Warunee Suriyawanakul as Director 8.1

Mgmt For For Elect Aree Chawalitchevinkul as Director 8.2

Mgmt For For Elect Vongsak Swasdipanich as Director 8.3

Mgmt For For Elect Pongsak Suriyawanakul as Director 8.4

Mgmt Against For Approve Remuneration and Bonus of Directors 9




Siemens AG


Meeting Type: Annual Ticker: SIE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2015/2016 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board for Fiscal 2015/2016

3

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2015/2016

4

Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2016/2017

5

Page 1,071 of 1,384



Signet Jewelers Limited

Meeting Date: 06/28/2017 Country: Bermuda

Meeting Type: Annual Ticker: SIG

Primary ISIN: BMG812761002 Primary SEDOL: B3CTNK6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director H. Todd Stitzer Mgmt For For

Mgmt For For Elect Director Virginia "Gina" Drosos 1b

Mgmt Elect Director Dale Hilpert *Withdrawn Resolution*

1c


Mgmt For For Elect Director Mark Light 1d

Mgmt For For Elect Director Helen McCluskey 1e

Mgmt For For Elect Director Marianne Miller Parrs 1f

Mgmt For For Elect Director Thomas Plaskett 1g

Mgmt For For Elect Director Jonathan Sokoloff 1h

Mgmt For For Elect Director Robert Stack 1i

Mgmt For For Elect Director Brian Tilzer 1j

Mgmt For For Elect Director Eugenia Ulasewicz 1k

Mgmt Against For Elect Director Russell Walls 1l

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.


Mgmt Against For Advisory Vote on Executive Compensation Approach

3

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, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.


Sika AG


Meeting Type: Annual Ticker: SIK


Page 1,072 of 1,384



Sika AG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 102 per Bearer Share and CHF 17 per

Registered Share

2

Mgmt Do Not Vote For Approve Discharge of Board Member Urs Burkard

3.1.1

Mgmt Do Not Vote For Approve Discharge of Board Member Frits van Dijk

3.1.2

Mgmt Do Not Vote For Approve Discharge of Board Member Paul Haelg 3.1.3

Mgmt Do Not Vote For Approve Discharge of Board Member Willi Leimer

3.1.4

Mgmt Do Not Vote For Approve Discharge of Board Member Monika Ribar

3.1.5

Mgmt Do Not Vote For Approve Discharge of Board Member Daniel Sauter

3.1.6

Mgmt Do Not Vote For Approve Discharge of Board Member Ulrich Suter

3.1.7

Mgmt Do Not Vote For Approve Discharge of Board Member Juergen Tinggren

3.1.8

Mgmt Do Not Vote For Approve Discharge of Board Member Christoph Tobler

3.1.9

Mgmt Do Not Vote For Approve Discharge of Senior Management 3.2

Mgmt Do Not Vote For Reelect Paul Haelg as Director 4.1.1

Mgmt Do Not Vote For Reelect Urs Burkard as Director (Representing Holders of Registered Shares)

4.1.2

Mgmt Do Not Vote For Reelect Frits van Dijk as Director (Representing Holders of Bearer Shares)

4.1.3

Mgmt Do Not Vote For Reelect Willi Leimer as Director 4.1.4

Mgmt Do Not Vote For Reelect Monika Ribar as Director 4.1.5

Mgmt Do Not Vote For Reelect Daniel Sauter as Director 4.1.6

Mgmt Do Not Vote For Reelect Ulrich Suter as Director 4.1.7

Mgmt Do Not Vote For Reelect Juergen Tinggren as Director 4.1.8

Page 1,073 of 1,384



Sika AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Reelect Christoph Tobler as Director 4.1.9

Mgmt Do Not Vote For Reelect Paul Haelg as Board Chairman 4.2

Mgmt Do Not Vote For Appoint Frits van Dijk as Member of the


4.3.1

Mgmt Do Not Vote For Appoint Urs Burkard as Member of the


4.3.2

Mgmt Do Not Vote For Appoint Daniel Sauter as Member of the


4.3.3

Mgmt Do Not Vote For Ratify Ernst and Young AG as Auditors 4.4

Mgmt Do Not Vote For Designate Jost Windlin as Independent Proxy 4.5

Mgmt Do Not Vote For Approve Remuneration of Board of Directors in the Amount of CHF 2.87 Million for the Period from the 2015 to 2016 Ordinary General Meetings

5.1

Mgmt Do Not Vote For Approve Remuneration of Board of Directors in the Amount of CHF 2.87 Million for the Period from the 2016 to 2017 Ordinary General Meetings

5.2

Mgmt Do Not Vote For Approve Remuneration Report (Non-Binding) 5.3

Mgmt Do Not Vote For Approve Remuneration of Board of Directors in the Amount of CHF 3 Million for the Period from the 2017 to 2018 Ordinary General Meetings

5.4

Mgmt Do Not Vote For Approve Remuneration of Executive Committee

in the Amount of CHF 19 Million

5.5

Mgmt Do Not Vote Against Transact Other Business (Voting) 6

Siltronic AG


Meeting Type: Annual Ticker: WAF

Primary ISIN: DE000WAF3001 Primary SEDOL: BYY5978

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Page 1,074 of 1,384



Siltronic AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2016

2


Fiscal 2016

3


Mgmt For For Ratify KPMG as Auditors for Fiscal 2017 4


SimCorp A/S


Meeting Type: Annual Ticker: SIM

Primary ISIN: DK0060495240 Primary SEDOL: BBCR9N1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

2



Mgmt For For Reelect Jesper Brandgaard as Director 4a

Mgmt For For Reelect Peter Schutze as Director 4b

Mgmt For For Reelect Herve Couturier as Director 4c

Mgmt For For Reelect Simon Jeffreys as Director 4d

Mgmt For For Reelect Patrice McDonald as Director 4e

Mgmt For For Elect Adam Warby as Director 4f


Mgmt For For Approve DKK 1 Million Reduction in Share


6a

Mgmt For For Approve Creation of DKK 4 Million Pool of


6b

Page 1,075 of 1,384



SimCorp A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

6c


Mgmt For For Approve Remuneration of Directors in the Amount of DKK 625,000 for Chairman, DKK 375,000 for Vice Chairman and DKK 250,000 for Regular Directors; Approve Compensation for

Committee Work

6d

Mgmt For For Authorize Share Repurchase Program 6e


SimCorp A/S


Meeting Type: Special Ticker: SIM

Primary ISIN: DK0060495240 Primary SEDOL: BBCR9N1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve DKK 1 Million Reduction in Share


Mgmt For For

Mgmt For For Approve Creation of DKK 4 Million Pool of


2


Simon Property Group, Inc.


Meeting Type: Annual Ticker: SPG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Glyn F. Aeppel Mgmt For For

Mgmt For For Elect Director Larry C. Glasscock 1b

Page 1,076 of 1,384



Simon Property Group, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Karen N. Horn 1c


Mgmt For For Elect Director Allan Hubbard 1d

Mgmt For For Elect Director Reuben S. Leibowitz 1e

Mgmt For For Elect Director Gary M. Rodkin 1f

Mgmt For For Elect Director Daniel C. Smith 1g

Mgmt Against For Elect Director J. Albert Smith, Jr. 1h




3



Singapore Technologies Engineering Ltd.

Meeting Date: 04/21/2017 Country: Singapore

Meeting Type: Annual Ticker: S63

Primary ISIN: SG1F60858221 Primary SEDOL: 6043214

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Adopt Financial Statements and Directors' and

Auditors' Reports Mgmt For For


Mgmt For For Elect Khoo Boon Hui as Director 3

Mgmt For For Elect Quek See Tiat as Director 4

Mgmt For For Elect Vincent Chong Sy Feng as Director 5

Mgmt For For Elect Quek Gim Pew as Director 6

Mgmt For For Approve Directors' Fees 7

Mgmt For For Approve KPMG LLP as Auditors and Authorize

Board to Fix Their Remuneration

8

Page 1,077 of 1,384



Singapore Technologies Engineering Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Issuance of Equity or Equity-Linked

Securities with or without Preemptive Rights

9

Mgmt Against For Approve Grant of Awards and Issuance of Shares Under the Singapore Technologies Engineering Performance Share Plan 2010 and the Singapore Technologies Engineering

Restricted Share Plan 2010

10


Mgmt For For Approve Mandate for Interested Person Transactions

11


Sino Land Company Limited

Meeting Date: 10/26/2017 Country: Hong Kong


Primary ISIN: HK0083000502 Primary SEDOL: 6810429

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Mgmt For For Elect Robert Ng Chee Siong as Director 3.1

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. 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. 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. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Adrian David Li Man-kiu as Director 3.2

Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, 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. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Alice Ip Mo Lin as Director 3.3

Page 1,078 of 1,384



Sino Land Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Sunny Yeung Kwong as Director 3.4

Mgmt For For Authorize Board to Fix Remuneration of

Directors

3.5

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors

and Authorize Board to Fix Their Remuneration

4

Mgmt For For Authorize Repurchase of Issued Share Capital 5.1

Mgmt Against For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights

5.2


Mgmt Against For Authorize Reissuance of Repurchased Shares 5.3

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

Sino Thai Engineering & Construction Public Company Limited


Meeting Type: Annual Ticker: STEC

Primary ISIN: TH0307010Z09 Primary SEDOL: 6541406

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Acknowledge Board of Directors' Operating

Results Report

2



Mgmt For For Elect Vallop Rungkijvorasathien as Director 5.1

Mgmt For For Elect Pakpoom Srichami as Director 5.2

Mgmt For For Elect Thanathip Vidhayasirinun as Director 5.3

Mgmt For For Elect Masthawin Charnvirakul as Director 5.4


Committee Members

6


Mgmt For For Approve EY Office Limited as Auditors and

Authorize Board to Fix Their Remuneration

7

Page 1,079 of 1,384



Sino Thai Engineering & Construction Public Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



SINOPEC Engineering Group Co Ltd



Primary ISIN: CNE100001NV2 Primary SEDOL: B92NYC9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Ling Yiqun as Director Mgmt For For

Mgmt For For Elect Xiang Wenwu as Director 2

Sinotrans Ltd.



Primary ISIN: CNE1000004F1 Primary SEDOL: 6579010

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

RESOLUTIONS RELATING TO THE

RE-APPOINTMENT OF DIRECTORS

Mgmt

Mgmt For For Elect Li Guanpeng as Director 1A

Mgmt For For Elect Wang Lin as Director 1B

Mgmt For For Elect Yu Jianmin as Director 1C


Directors

2

Sinotrans Ltd.




Page 1,080 of 1,384



Sinotrans Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Report of the Board of Directors Mgmt For For

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.

Mgmt For For Approve Report of the Supervisory Committee 2

Mgmt For For Approve Audited Financial Statements and Auditors' Report

3

Mgmt For For Approve Profit Distribution Proposal and Final Dividend

4

Mgmt For For Authorize Board to Decide on Matters Relating to the Declaration, Payment and

Recommendation of 2017 Interim Dividends

5

Mgmt For For Approve Deloitte Touche Tohmatsu Certified Public Accountants LLP as PRC Auditor and Deloitte Touche Tohmatsu as International Auditor and Authorize Board to Fix Their Remuneration

6

Mgmt For For Authorize Board to Fix Remuneration of Directors and Supervisors

7



9


Mgmt For For Authorize Repurchase of Issued Share Capital 10

Sinotrans Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

CLASS MEETING FOR HOLDERS OF H SHARES Mgmt


Page 1,081 of 1,384



Sirius XM Holdings Inc.


Meeting Type: Annual Ticker: SIRI

Primary ISIN: US82968B1035 Primary SEDOL: BGLDK10

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Joan L. Amble Mgmt For For

Mgmt For For Elect Director George W. Bodenheimer 1.2

Mgmt Withhold For Elect Director Mark D. Carleton 1.3

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.

Mgmt For For Elect Director Eddy W. Hartenstein 1.4

Mgmt Withhold For Elect Director James P. Holden 1.5


Mgmt Withhold For Elect Director Gregory B. Maffei 1.6

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

Mgmt For For Elect Director Evan D. Malone 1.7

Mgmt For For Elect Director James E. Meyer 1.8

Mgmt Withhold For Elect Director James F. Mooney 1.9


Mgmt Withhold For Elect Director Carl E. Vogel 1.10


Mgmt For For Elect Director Vanessa A. Wittman 1.11

Mgmt Withhold For Elect Director David M. Zaslav 1.12


Page 1,082 of 1,384



Sirius XM Holdings Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.Additionally, 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, 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. 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.



Sixt SE


Meeting Type: Annual Ticker: SIX2


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 1.65 per Common Share and EUR 1.67 per Preference Share

2


Fiscal 2016

3


Fiscal 2016

4


Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2017 5


Mgmt For For Approve Issuance of Participation Certificates and Profit Sharing Rights without Preemptive Rights up to Aggregate Nominal Amount of EUR 350 Million

6

Page 1,083 of 1,384



SJM Holdings Ltd.



Primary ISIN: HK0880043028 Primary SEDOL: B2NR3Y6

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect So Shu Fai as Director 3.1

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 Leong On Kei, Angela as Director 3.2

Mgmt For For Elect Fok Tsun Ting, Timothy as Director 3.3

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 For For Elect Ho Chiu Fung, Daisy as Director 4

Mgmt For For Authorize Board to Fix Remuneration of Directors

5

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration

6

Mgmt Against For Approve Grant of Options Under the Share Option Scheme

7

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.


SK Holdings Co., Ltd.



Primary ISIN: KR7034730002 Primary SEDOL: B39Z8L3

Page 1,084 of 1,384



SK Holdings Co., Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Income

Mgmt For For

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 Against For Amend Articles of Incorporation 2

Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.

Mgmt For For Elect Jang Dong-hyeon as Inside Director 3.1

Mgmt For For Elect Jang Yong-seok as Outside Director 3.2

Mgmt For For Elect Jang Yong-seok as Member of Audit Committee

4

Mgmt Against For Approve Stock Option Grants 5




6

SK Hynix Inc.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Financial Statements and Allocation of Income

Mgmt For For



Mgmt For For Elect Lee Seok-hui as Inside Director 3

Mgmt For For Elect Park Jeong-ho as Non-independent Non-executive Director

4

Mgmt For For Elect Choi Jong-won as Outside Director 5.1

Mgmt For For Elect Shin Chang-hwan as Outside Director 5.2

Mgmt For For Elect Choi Jong-won as Member of Audit Committee

6.1

Page 1,085 of 1,384



SK Hynix Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Shin Chang-hwan as Member of Audit

Committee

6.2



7



SK Telecom Co.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Income

Mgmt For For


Mgmt For For Elect Park Jeong-ho as Inside Director 3.1

Mgmt Against For Elect Cho Dae-sik as Non-independent

Non-executive Director

3.2


Mgmt For For Elect Lee Jae-hoon as Outside Director 3.3

Mgmt For For Elect Ahn Jae-hyeon as Outside Director 3.4

Mgmt For For Elect Ahn Jeong-ho as Outside Director 3.5

Mgmt For For Elect Lee Jae-hoon as Members of Audit

Committee

4.1

Mgmt For For Elect Ahn Jae-hyeon as Members of Audit

Committee

4.2



5



Page 1,086 of 1,384



Skandinaviska Enskilda Banken


Meeting Type: Annual Ticker: SEB A

Primary ISIN: SE0000148884 Primary SEDOL: 4813345

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt







7



9

Mgmt For For Approve Allocation of Income and Dividends of SEK 5.50 Per Share

10


Mgmt For For Determine Number of Members (11) and Deputy Members (0) of Board; Determine

Number of Auditors (1) and Deputy Auditors (0)

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.85 Million for Chairman, SEK900,000 for the Vice Chairmen, and SEK 675,000 for Other Directors: Approve Remuneration for Committee Work, Approve Remuneration of Auditors

13

Mgmt For For Reelect Johan Andresen as Director 14aa

Mgmt For For Reelect Signhild Arnegard Hansen as Director 14ab

Mgmt For For Reelect Samir Brikho as Director 14ac

Mgmt For For Reelect Winnie Fok as Director 14ad

Mgmt For For Reelect Tomas Nicolin as Director 14ae

Mgmt For For Reelect Sven Nyman as Director 14af

Mgmt Against For Reelect Jesper Ovesen as Director 14ag


Page 1,087 of 1,384



Skandinaviska Enskilda Banken Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Helena Saxon as Director 14ah

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt Against For Reelect Marcus Wallenberg as Director 14ai

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.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

Mgmt Against For Reelect Sara Ohrvall as Director 14aj

Voter Rationale: The remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Elect Johan Torgeby as Director 14ak

Mgmt For For Reelect Marcus Wallenberg as Chairman of the Board

14b

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 Approve Remuneration Policy And Other Terms

of Employment For Executive Management

16

Mgmt For For Approve SEB All Employee Program 2017 17a

Mgmt For For Approve Share Deferral Plan for President, Group Executive Committee, and Certain Other Executive Managers

17b

Mgmt For For Authorize Share Repurchase Program 18a

Mgmt For For Authorize Repurchase of Class A and/or Class C Shares of up to Ten Percent of Issued Shares and Reissuance of Repurchased Shares Inter Alia in for Capital Purposes and Long-Term Incentive Plans

18b

Mgmt For For Approve Transfer of Shares to Participants in

2017 Long-Term Equity Programs

18c

Mgmt For For Approve Issuance of Covertible Capital Instruments Corresponding to a Maximum of10 Percent of the Total Number of Shares

19

Page 1,088 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Proposal Concerning the Appointment of Auditors in Foundations Without Own Management

20

Mgmt Shareholder Proposals Submitted by Thorwald

Arvidsson

SH Against None Adopt a Vision for Absolute Gender Equality on

All Levels Within the Company

21a

Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.

SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification

Within the Company

21b


SH Against None Require the Results from the Working Group Concerning Item 21a to be Reported to the

AGM

21c


SH Against None Request Board to Take Necessary Action to Create a Shareholders' Association

21d


SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal Entities

21e


SH Against None Instruct the Nomination Committee to Pay Extra Attention to Questions Concerning Ethics, Gender, and Ethnicity

21f


SH Against None Instruct the Board to Prepare a Proposal for the Representation of Small- and Midsized Shareholders in the Board and Nomination Committee

21g


SH Against None Request Board to Propose to the Appropriate Authority to Bring About a Changed Regulation

in the Area Relating to Item 21e

21h


Page 1,089 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For None Instruct the Board to Perform an Investigation of the Consequences of an Abolishment of the Differentiated Voting Powers at SEB; Submit Proposal for Actions and Report it on AGM

21i

Voter Rationale: A vote FOR is warranted as this resolution concerns a plan of providing all shares with equal voting rights, which would bring shareholder voting rights in line with their equity capital commitment.

SH Against None Request Board to Propose to the Swedish Government Legislation on the Abolition of Voting Power Differences in Swedish Limited Liability Companies

21j


SH Against None Request Board to Propose to the Swedish Government to Draw Attention to the Need for

Introducing a "Politician Quarantine"

21k


SH Against None Amend Articles Re: Former Politicians on the Board of Directors

22



SKF AB


Meeting Type: Annual Ticker: SKF B

Primary ISIN: SE0000108227 Primary SEDOL: B1Q3J35

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt







7


Page 1,090 of 1,384



SKF AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports

9


SEK 5.50 Per Share

10


Mgmt For For Determine Number of Members (10) and

Deputy Members (0) of Board

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2 Million for Chairman, and SEK 688,000 for Other Directors; Approve Remuneration for Committee Work

13

Mgmt Against For Reelect Leif Östling as Director 14.1


Mgmt For For Reelect Peter Grafoner as Director 14.2

Mgmt Against For Reelect Lars Wedenborn as Director 14.3


Mgmt For For Reelect Baba Kalyani as Director 14.4

Mgmt For For Reelect Hock Goh as Director 14.5

Mgmt For For Reelect Marie Bredberg as Director 14.6

Mgmt Against For Reelect Nancy Gougarty as Director 14.7


Mgmt For For Reelect Alrik Danielson as Director 14.8

Mgmt Against For Elect Ronnie Leten as Director 14.9


Mgmt Against For Elect Barb Samardzich as Director 14.10


Mgmt For For Elect Leif Östling as Board Chairman 15


Mgmt For For Ratify PWC as Auditors Until AGM 2021 17

Page 1,091 of 1,384



SKF AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy And Other Terms


18

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.

Mgmt Against For Approve 2017 Performance Share Program 19



20

Sky plc


Meeting Type: Annual Ticker: SKY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Mgmt For For Re-elect Jeremy Darroch as Director 4

Mgmt For For Re-elect Andrew Griffith as Director 5

Mgmt For For Re-elect Tracy Clarke as Director 6

Mgmt Against For Re-elect Martin Gilbert as Director 7

Mgmt For For Re-elect Adine Grate as Director 8

Mgmt For For Re-elect Matthieu Pigasse as Director 9

Mgmt For For Re-elect Andy Sukawaty as Director 10

Mgmt For For Elect Katrin Wehr-Seiter as Director 11

Mgmt Against For Re-elect James Murdoch as Director 12

Mgmt For For Re-elect Chase Carey as Director 13

Mgmt For For Re-elect John Nallen as Director 14

Page 1,092 of 1,384



Sky plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reappoint Deloitte LLP as Auditors and

Authorise Their Remuneration

15

Mgmt Against For Authorise EU Political Donations and

Expenditure

16


Rights

17


Rights

18


19



20

SLM Solutions Group AG


Meeting Type: Annual Ticker: AM3D

Primary ISIN: DE000A111338 Primary SEDOL: BMHTHK2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3




for Fiscal 2017

5

Mgmt Against For Approve Remuneration System for

Management Board Members

6

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 of time. Furthermore, 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 1,093 of 1,384



SM Investments Corporation

Meeting Date: 04/26/2017 Country: Philippines

Meeting Type: Annual Ticker: SM

Primary ISIN: PHY806761029 Primary SEDOL: B068DB9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve the Minutes of Stockholders' Annual Meeting Held on April 27, 2016

Mgmt For For

Mgmt For For Approve the Annual Report 2


Mgmt For For Ratify All Acts and Resolutions of the Board of Directors and Executive Officers

3

Mgmt Elect 8 Directors by Cumulative Voting

Mgmt Withhold For Elect Teresita T. Sy as Director 4.1

Voter Rationale: 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.

Mgmt For For Elect Henry T. Sy, Jr. as Director 4.2

Mgmt For For Elect Harley T. Sy as Director 4.3

Mgmt For For Elect Jose T. Sio as Director 4.4


Mgmt For For Elect Joseph R. Higdon as Director 4.5

Mgmt For For Elect Tomasa H. Lipana as Director 4.6

Mgmt For For Elect Alfredo E. Pascual as Director 4.7

Mgmt For For Elect Frederic C. DyBuncio as Director 4.8


Mgmt For For Elect SyCip Gorres Velayo & Co. as External

Auditor

5


Mgmt Against For Approve Other Matters 6


Page 1,094 of 1,384



SMA Solar Technology AG


Meeting Type: Annual Ticker: S92

Primary ISIN: DE000A0DJ6J9 Primary SEDOL: B3B20H2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2

Mgmt For For Approve Discharge of Management Board Member Roland Grebe for Fiscal 2016

3.1

Mgmt For For Approve Discharge of Management Board Member Juergen Reinert for Fiscal 2016

3.2

Mgmt For For Approve Discharge of Management Board Member Pierre-Pascal Urbon for Fiscal 2016

3.3

Mgmt For For Approve Discharge of Supervisory Board Member Roland Bent for Fiscal 2016

4.1


Mgmt For For Approve Discharge of Supervisory Board Member Oliver Dietzel for Fiscal 2016

4.2


Mgmt For For Approve Discharge of Supervisory Board Member Peter Drews for Fiscal 2016

4.3



Member Erik Ehrentraut for Fiscal 2016

4.4



Member Kim Fausing for Fiscal 2016

4.5


Mgmt For For Approve Discharge of Supervisory Board Member Johannes Haede for Fiscal 2016

4.6


Mgmt For For Approve Discharge of Supervisory Board Member Heike Haigis for Fiscal 2016

4.7


Page 1,095 of 1,384



SMA Solar Technology AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member Winfried Hoffmann for Fiscal 2016

4.8


Mgmt For For Approve Discharge of Supervisory Board Member Alexa Hergenroether for Fiscal 2016

4.9


Mgmt For For Approve Discharge of Supervisory Board Member Yvonne Siebert for Fiscal 2016

4.10


Mgmt For For Approve Discharge of Supervisory Board Member Matthias Victor for Fiscal 2016

4.11



Member Hans-Dieter Werner for Fiscal 2016

4.12



Member Reiner Wettlaufer for Fiscal 2016

4.13


Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2017 5


Board Members

6

Voter Rationale: 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.

Mgmt For For Elect Alexa Hergenroether to the Supervisory Board

7

Smiles SA

Meeting Date: 03/17/2017 Country: Brazil

Meeting Type: Annual Ticker: SMLE3

Primary ISIN: BRSMLEACNOR1 Primary SEDOL: B97PYY2

Page 1,096 of 1,384



Smiles SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal Year Ended Dec. 31, 2016

Mgmt For For


Mgmt For For Approve Remuneration of Company's

Management

3

Mgmt For For Fix Number of Directors 4

Mgmt For For Elect Directors 5

SH Do Not Vote None Elect Director Appointed by Minority

Shareholder

5.1

Smiles SA

Meeting Date: 03/17/2017 Country: Brazil

Meeting Type: Special Ticker: SMLE3

Primary ISIN: BRSMLEACNOR1 Primary SEDOL: B97PYY2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Article 5 to Reflect Changes in Capital Mgmt For For

Smith & Nephew plc


Meeting Type: Annual Ticker: SN.


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: Whilst the company maintains service contracts that may allow for a bonus payment during the notice period we welcome the improvements made during the year and consider a vote For this resolution to be appropriate.


Page 1,097 of 1,384



Smith & Nephew plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Graham Baker as Director 5

Mgmt For For Re-elect Vinita Bali as Director 6

Mgmt For For Re-elect Ian Barlow as Director 7

Mgmt For For Re-elect Olivier Bohuon as Director 8


Mgmt For For Re-elect Baroness Virginia Bottomley as Director 9

Mgmt For For Re-elect Erik Engstrom as Director 10

Mgmt For For Re-elect Robin Freestone as Director 11

Mgmt For For Re-elect Michael Friedman as Director 12

Mgmt For For Re-elect Joseph Papa as Director 13

Mgmt For For Re-elect Roberto Quarta as Director 14




17


18



20

Smurfit Kappa Group plc


Meeting Type: Annual Ticker: SK3

Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR828

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For

Page 1,098 of 1,384



Smurfit Kappa Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Mgmt For For Elect Ken Bowles as Director 5a

Mgmt For For Elect Jorgen Rasmussen as Director 5b

Mgmt For For Re-elect Liam O'Mahony as Director 6a

Mgmt For For Re-elect Anthony Smurfit as Director 6b

Mgmt For For Re-elect Frits Beurskens as Director 6c

Mgmt For For Re-elect Christel Bories as Director 6d

Mgmt For For Re-elect Irial Finan as Director 6e

Mgmt For For Re-elect James Lawrence as Director 6f

Mgmt For For Re-elect John Moloney as Director 6g

Mgmt For For Re-elect Roberto Newell as Director 6h

Mgmt For For Re-elect Gonzalo Restrepo as Director 6i

Mgmt For For Re-elect Rosemary Thorne as Director 6j




8


9


10



12

Page 1,099 of 1,384



Snam SpA


Meeting Type: Annual Ticker: SRG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1





3

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 Approve 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 a sufficiently long period of 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.


Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, 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. 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.


A


Snam SpA


Meeting Type: Bondholder Ticker: SRG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for Holders of EUR 500,000,000 1.500 per cent. notes, due 24 April 2019 with ISIN:

XS1061410962

Mgmt

Page 1,100 of 1,384



Snam SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Extraordinary Resolution as per

Meeting Notice

1

Snam SpA


Meeting Type: Bondholder Ticker: SRG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Holders of EUR 1,250,000,000 0.875 per cent. notes, due 25 October 2026, with ISIN: XS1505573482

Mgmt

Mgmt Do Not Vote For Approve Extraordinary Resolution as per Meeting Notice

1

Societe Bic


Meeting Type: Annual/Special Ticker: BB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports

1



2


3

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 502,400

4

Page 1,101 of 1,384



Societe Bic Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Repurchase of Up to 10 Percent of


5


Mgmt Against For Reelect Francois Bich as Director 6


Mgmt For For Reelect Marie-Pauline Chandon-Moet as Director 7

Mgmt For For Elect Candace Matthews as Director 8

Mgmt For For Renew Appointment of Deloitte et Associes as Auditor

9


Mgmt For For Renew Appointment of BEAS as Alternate Auditor

10


Mgmt For For Renew Appointment of Grant Thornton as

Auditor

11


Mgmt For For Renew Appointment of IGEC as Alternate

Auditor

12


Mgmt For For Non-Binding Vote on Compensation of Bruno Bich, Chairman of the Board, and then Chairman and CEO

13

Mgmt Against For Non-Binding Vote on Compensation of Mario

Guevara, CEO

14


Mgmt For For Non-Binding Vote on Compensation of Francois Bich, Vice-CEO

15

Mgmt Against For Non-Binding Vote on Compensation of Gonzalve Bich, Vice-CEO

16


Mgmt Against For Non-Binding Vote on Compensation of James DiPietro, Vice-CEO

17


Page 1,102 of 1,384



Societe Bic Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Marie-Aimee Bich-Dufour, Vice-CEO

18


Mgmt Against For Approve Remuneration Policy of Chairman of the Board, CEO and Vice-CEOs

19

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements.



20

Mgmt For For Insert Article 10 bis of Bylaws Re: Employee Representative

21


22

Societe Generale


Meeting Type: Annual Ticker: GLE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Statutory Reports

1


Reports

2


EUR 2.20 per Share

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions and Acknowledge the Absence of New Transactions

4

Mgmt For For Approve Severance Agreement and

Non-Compete Agreement with Frederic Oudea

5

Mgmt For For Approve Severance Agreement and Non-Compete Agreement with Severin Cabannes

6

Mgmt For For Approve Severance Agreement and Non-Compete Agreement with Bernardo Sanchez Incera

7

Page 1,103 of 1,384



Societe Generale Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Pension Scheme, Severance Agreement

and Non-Compete Agreement with Didier Valet

8

Mgmt For For Approve Remuneration Policy of Chairman of

the Board, CEO, and Vice CEOs

9

Mgmt For For Non-Binding Vote on Compensation of Lorenzo

Bini Smaghi, Chairman of the Board

10

Mgmt Against For Non-Binding Vote on Compensation of Frederic

Oudea, CEO

11

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. 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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Non-Binding Vote on Compensation of Severin Cabannes and Bernardo Sanchez Incera, Vice

CEOs

12

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. 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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Non-Binding Vote on the Aggregate Remuneration Granted in 2016 to Certain Senior Management, Responsible Officers, and Risk-Takers

13

Mgmt For For Reelect Alexandra Schaapveld as Director 14

Mgmt For For Reelect Jean-Bernard Levy as Director 15

Mgmt For For Elect William Connelly as Director 16

Mgmt For For Elect Lubomira Rochet as Director 17


18


19

Soda Sanayii AS

Meeting Date: 03/28/2017 Country: Turkey

Meeting Type: Annual Ticker: SODA

Primary ISIN: TRASODAS91E5 Primary SEDOL: B03MXL4

Page 1,104 of 1,384



Soda Sanayii AS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Presiding Council of Meeting and Authorize

Presiding Council to Sign the Meeting Minutes

1

Mgmt For For Accept Statutory Reports 2






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 Against For Approve Director Remuneration 6

Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.

Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

7


Mgmt Against For Increase Authorized Share Capital 9

Voter Rationale: Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Ratify External Auditors 10


Mgmt Against For Approve Upper Limit of Donations for 2017 and Receive Information on Donations Made in Previous Fiscal Year

11


Mgmt Receive Information on the Guarantees, Pledges, and Mortgages Provided by the Company to Third Parties

12

Page 1,105 of 1,384



Software AG


Meeting Type: Annual Ticker: SOW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


Mgmt For For Ratify BDO AG as Auditors for Fiscal 2017 5


Mgmt For For Approve Conversion of Bearer Shares into

Registered Shares

6


Solutions 30 SE


Meeting Type: Annual Ticker: ALS30

Primary ISIN: FR0013188844 Primary SEDOL: BD82K42

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Receive and Approve Board's and Auditor's Reports

1




Mgmt For For Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)

4

Page 1,106 of 1,384



Solutions 30 SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Statutory Reports

5

Mgmt For For Approve Discharge of Directors and Auditors 6

Mgmt Against For Reelect Jean-Marie Descarpentries, Jean Morission de la Bassetiere, Francesco Serafini and the Company Osconseil as Directors

7

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 Against For Elect Emmanuel Journe and Caroline Tissot as Directors

8


Mgmt Against For Renew Appointment of Grant Thornton Lux Audit S.A. as Auditor

9

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

Solvay SA


Meeting Type: Annual Ticker: SOLB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Directors' and Auditors' Reports (Non-Voting)

1


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.

Mgmt Receive Consolidated Financial Statements and

Statutory Reports (Non-Voting)

3

Mgmt For For Approve Financial Statements, Allocation of

Income, and Dividends of EUR 3.45 per Share

4

Mgmt For For Approve Discharge of Directors 5.1

Mgmt For For Approve Discharge of Auditors 5.2

Mgmt Receive Information Re: End of Mandates of

Directors

6.a

Page 1,107 of 1,384



Solvay SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Nicolas Boel as Director 6.b.1

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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, Further, we oppose the payment of the Acquisition Award, we would expect the performance of the executives in relation to the acquisition to be accounted for in the Short-term incentive.

Mgmt For For Reelect Jean-Pierre Clamadieu as Director 6.b.2

Mgmt Against For Reelect Bernard de Laguiche as Director 6.b.3


Mgmt For For Reelect Herve Coppens d'Eeckenbrugge as Director

6.b.4

Mgmt For For Reelect Evelyn du Monceau as Director 6.b.5

Mgmt Against For Reelect Francoise de Viron as Director 6.b.6

Voter Rationale: We oppose the payment of the Acquisition Award, we would expect the performance of the executives in relation to the acquisition to be accounted for in the Short-term incentive.

Mgmt Against For Reelect Amparo Moraleda as Director 6.b.7


Mgmt For For Indicate Herve Coppens d'Eeckenbrugge as

Independent Board Member

6.c.1

Mgmt Against For Indicate Evelyn du Monceau as Independent

Board Member

6.c.2


Mgmt For For Indicate Francoise de Viron as Independent

Board Member

6.c.3

Mgmt For For Indicate Amparo Moraleda as Independent

Board Member

6.c.4

Mgmt For For Elect Agnes Lemarchand as Director 6.d

Mgmt For For Indicate Agnes Lemarchand as Independent

Board Member

6.e

Mgmt Transact Other Business 7

Sophos Group plc


Meeting Type: Annual Ticker: SOPH

Primary ISIN: GB00BYZFZ918 Primary SEDOL: BYZFZ91

Page 1,108 of 1,384



Sophos Group plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: Whilst we recognise the US steer on pay at this company and recent Listing, we consider the granting of restricted stock without performance targets, particularly over a relatively short period to be incompatible with long-term shareholder interests. In addition, having directors incentivised above normal contractual provisions in a change of control situation is not consider to be appropriate. We recognise the improvement in disclosure year on year and that the company is recently Listed, we are not comfortable supporting the remuneration report. The company should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.


Mgmt For For Elect Rick Medlock as Director 4

Mgmt For For Elect Vin Murria as Director 5

Mgmt For For Re-elect Sandra Bergeron as Director 6

Mgmt For For Re-elect Nick Bray as Director 7

Mgmt For For Re-elect Peter Gyenes as Director 8

Mgmt For For Re-elect Kris Hagerman as Director 9

Mgmt For For Re-elect Roy Mackenzie as Director 10

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. The company recently Listed in July 2015 and has stated an intention to move towards compliance with the UK Code. Two new independent NEDs have been appointed during the year. On this basis we will support the resolution and continue to monitor the progress of the company.

Mgmt For For Re-elect Steve Munford as Director 11


Mgmt For For Re-elect Salim Nathoo as Director 12


Mgmt For For Re-elect Paul Walker as Director 13



15


16


17

Page 1,109 of 1,384



Sophos Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

18


19




21

Mgmt For For Approve Ratification of Payments to

Non-executive Directors

22


Spark New Zealand Limited

Meeting Date: 11/03/2017 Country: New Zealand

Meeting Type: Annual Ticker: SPK

Primary ISIN: NZTELE0001S4 Primary SEDOL: 6881500

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize the Board to Fix Remuneration of the Auditors

Mgmt For For

Mgmt For For Elect Paul Berriman as Director 2

Mgmt For For Elect Charles Sitch as Director 3

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

4

Spectris plc


Meeting Type: Annual Ticker: SXS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Page 1,110 of 1,384



Spectris plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.



Mgmt For For Elect Kjersti Wiklund as Director 5

Mgmt For For Re-elect Dr John Hughes as Director 6

Mgmt For For Re-elect John O'Higgins as Director 7

Mgmt For For Re-elect Russell King as Director 8

Mgmt For For Re-elect Ulf Quellmann as Director 9

Mgmt For For Re-elect Bill Seeger as Director 10

Mgmt For For Re-elect Clive Watson as Director 11

Mgmt For For Re-elect Martha Wyrsch as Director 12

Mgmt For For Appoint Deloitte LLP as Auditors 13


Mgmt For For Approve Performance Share Plan 15

Mgmt For For Approve Savings Related Share Option Scheme 16


17


18



19



21

Sponda Oyj


Meeting Type: Annual Ticker: SDA1V


Page 1,111 of 1,384



Sponda Oyj

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt






Reports

6


Reports

7


EUR 0.08 Per Share

8

Mgmt For For Approve Dividends of EUR 0.12 Per Share 9


Mgmt For For Approve Remuneration of EUR 66,000 for Chairman, EUR 40,000 for Vice Chairman and EUR 33,000 for Other Directors; Approve

Meeting Fees

11

Mgmt For For Fix Number of Directors at Seven 12

Mgmt For For Reelect Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Outi Henriksson, Leena Laitinen, Juha Metsala and Raimo Valo as Directors

13


Mgmt Against For Approve Remuneration of Auditors 14


Mgmt For For Appoint Auditors and Deputy Auditors 15



Mgmt For For Approve Issuance of up to 33.9 Million Shares without Preemptive Rights

17

Mgmt For For Amend Articles Re: Nomination Committee Charter

18


Page 1,112 of 1,384



SSAB AB


Meeting Type: Annual Ticker: SSAB A

Primary ISIN: SE0000171100 Primary SEDOL: B17H0S8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Mgmt Receive Financial Statements and Statutory Reports; Receive Chairman's Report; Receive

CEO's Report; Receive Auditors Report

6


7a

Mgmt For For Approve Allocation of Income and Omission of Dividends

7b

Mgmt For For Approve Discharge of Board and President 7c

Mgmt For For Determine Number of Directors (9) and Deputy Directors (0) of Board

8

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.65 Million to Chair and SEK 550,000 to Other Directors; Approve Remuneration for Committee Work; Approve


9

Mgmt Against For Reelect Petra Einarsson, Marika Fredriksson, Bengt Kjell, Matti Lievonen, Martin Lindqvist, Annika Lundius, John Tulloch and Lars Westerberg as Directors; Elect Pasi Laine as

New Director

10


Mgmt For For Reelect Bengt Kjell as Board Chairman 11




13


Page 1,113 of 1,384



SSAB AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Shareholder Proposals Submitted by Thorwald

Arvidsson

SH Against None Adopt a Zero Vision Regarding Accidents at the

Workplace

14a

Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.

SH Against None Instruct the Board to Set Up a Working Group to Implement the Vision Relating to Item 14a

14b


SH Against None Require the Results from the Working Group Concerning Item 14a to be Reported to the

AGM

14c


SH Against None Adopt a Vision for Absolute Gender Equality on All Levels Within the Company

14d


SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification Within the Company

14e


SH Against None Require the Results from the Working Group Concerning Item 14e to be Reported to the AGM

14f


SH Against None Request Board to Take Necessary Action to

Create a Shareholders' Association

14g


SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal

Entities

14h


SH Against None Instruct the Nomination Committee to Pay Extra Attention to Questions Concerning Ethics,

Gender, and Ethnicity

14i


Page 1,114 of 1,384



SSAB AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


14j


SH Against None Request Board to Propose to the Appropriate Authority to Bring About a Changed Regulation

in the Area Relating to Item 14h

14k



14l


SH Against None Request Board to Propose to the Swedish Government Legislation on Former Politicians on Corporate Boards

14m


SH Against None Amend Articles Re: Equal Voting Rights of

Shares

15


SH Against None Amend Articles Re: Former Politicians on the

Board of Directors

16



SSE plc


Meeting Type: Annual Ticker: SSE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Page 1,115 of 1,384



SSE plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Re-elect Gregor Alexander as Director 4

Mgmt For For Re-elect Jeremy Beeton as Director 5

Mgmt For For Re-elect Katie Bickerstaffe as Director 6

Mgmt For For Re-elect Sue Bruce as Director 7

Mgmt For For Re-elect Crawford Gillies as Director 8

Mgmt For For Re-elect Richard Gillingwater as Director 9


Mgmt For For Re-elect Peter Lynas as Director 10

Mgmt For For Re-elect Helen Mahy as Director 11

Mgmt For For Re-elect Alistair Phillips-Davies as Director 12




14



15


16



18

SSP Group plc


Meeting Type: Annual Ticker: SSPG

Primary ISIN: GB00BNGWY422 Primary SEDOL: BNGWY42

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Page 1,116 of 1,384



SSP Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Re-elect Vagn Sorensen as Director 4


Mgmt For For Re-elect John Barton as Director 5

Mgmt For For Re-elect Kate Swann as Director 6

Mgmt For For Re-elect Jonathan Davies as Director 7

Mgmt For For Re-elect Ian Dyson as Director 8

Mgmt For For Re-elect Denis Hennequin as Director 9

Mgmt For For Re-elect Per Utnegaard as Director 10






Expenditure

13


Rights

14


Rights

15


16




18

St. James's Place plc


Meeting Type: Annual Ticker: STJ


Page 1,117 of 1,384



St. James's Place plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Mgmt For For Re-elect Sarah Bates as Director 3


Mgmt For For Re-elect David Bellamy as Director 4

Mgmt For For Re-elect Iain Cornish as Director 5

Mgmt For For Re-elect Andrew Croft as Director 6

Mgmt For For Re-elect Ian Gascoigne as Director 7

Mgmt For For Re-elect Simon Jeffreys as Director 8

Mgmt For For Re-elect David Lamb as Director 9

Mgmt For For Re-elect Patience Wheatcroft as Director 10

Mgmt For For Re-elect Roger Yates as Director 11




Auditors

14



Rights

16


Rights

17




19


St. Modwen Properties PLC


Meeting Type: Annual Ticker: SMP


Page 1,118 of 1,384



St. Modwen Properties PLC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: Whilst we are supportive of the pay arrangements on this occasion, we do urge restraint with regard to future pay increases due to the above market levels of pay offered to the newly appointed CEO. Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Mgmt For For Elect Mark Allan as Director 5

Mgmt For For Re-elect Ian Bull as Director 6

Mgmt For For Re-elect Steve Burke as Director 7

Mgmt For For Re-elect Kay Chaldecott as Director 8

Mgmt For For Re-elect Simon Clarke as Director 9

Mgmt For For Re-elect Rob Hudson as Director 10

Mgmt For For Re-elect Lesley James as Director 11

Mgmt For For Re-elect Richard Mully as Director 12

Mgmt For For Re-elect Bill Shannon as Director 13

Mgmt For For Appoint KPMG LLP as Auditors 14



15



Mgmt For For Approve Employee Share Option Plan 17


18


19



20


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

22

Page 1,119 of 1,384



Stada Arzneimittel AG


Meeting Type: Annual Ticker: SAZ


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


5

Mgmt Against For Approve Remuneration System for Management Board Members

6

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, the remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt Against None Voting Instructions for Motions or Nominations by Shareholders that are not Made Accessible Before the AGM and that are Made or Amended in the Course of the AGM

7


Staffline Group plc


Meeting Type: Annual Ticker: STAF

Primary ISIN: GB00B040L800 Primary SEDOL: B040L80

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For



Mgmt For For Elect Tracy Lewis as Director 4

Page 1,120 of 1,384



Staffline Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Christopher Pullen as Director 5

Mgmt For For Re-elect Andrew Hogarth as Director 6

Mgmt For For Re-elect John Crabtree as Director 7


Auditors and Authorise Their Remuneration

8


Rights

9


Rights

10


Standard Chartered PLC


Meeting Type: Annual Ticker: STAN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Elect Jose Vinals as Director 3

Mgmt For For Re-elect Om Bhatt as Director 4

Mgmt For For Re-elect Dr Kurt Campbell as Director 5

Mgmt For For Re-elect Dr Louis Cheung as Director 6

Mgmt For For Re-elect David Conner as Director 7

Mgmt For For Re-elect Dr Byron Grote as Director 8

Mgmt For For Re-elect Andy Halford as Director 9

Mgmt For For Re-elect Dr Han Seung-soo as Director 10

Mgmt For For Re-elect Christine Hodgson as Director 11

Mgmt For For Re-elect Gay Huey Evans as Director 12

Mgmt For For Re-elect Naguib Kheraj as Director 13

Mgmt For For Re-elect Jasmine Whitbread as Director 14

Page 1,121 of 1,384



Standard Chartered PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Bill Winters as Director 15






18

Mgmt For For Approve Scrip Dividend Program 19


20


21

Mgmt For For Authorise Issue of Equity in Relation to Equity Convertible Additional Tier 1 Securities

22


23



24

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Equity Convertible

Additional Tier 1 Securities

25


Mgmt For For Authorise Market Purchase of Preference Shares 27


28

Staples, Inc.


Meeting Type: Annual Ticker: SPLS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Drew G. Faust Mgmt For For

Page 1,122 of 1,384



Staples, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Curtis Feeny 1b

Mgmt For For Elect Director Paul-Henri Ferrand 1c

Mgmt For For Elect Director Shira Goodman 1d

Mgmt For For Elect Director Deborah A. Henretta 1e

Mgmt For For Elect Director Kunal S. Kamlani 1f

Mgmt For For Elect Director John F. Lundgren 1g

Mgmt For For Elect Director Robert E. Sulentic 1h

Mgmt For For Elect Director Vijay Vishwanath 1i

Mgmt Against For Elect Director Paul F. Walsh 1j



2

Voter Rationale: 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 Amend Executive Incentive Bonus Plan 4



Staples, Inc.


Meeting Type: Special Ticker: SPLS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Merger Agreement Mgmt For For

Page 1,123 of 1,384



Staples, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: While cash severance payments are payable only upon a qualifying termination and are reasonably based, the CEO and other NEOs are eligible to receive problematic excise tax gross-up payments. These arrangements contradict a prior company policy of not providing such gross-ups. In addition, equity award vesting will automatically accelerate for all outstanding awards in connection with the merger, including recently granted performance-conditioned awards. 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.


Starbucks Corporation


Meeting Type: Annual Ticker: SBUX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Howard Schultz Mgmt For For


Mgmt Against For Elect Director William W. Bradley 1b


Mgmt For For Elect Director Rosalind Brewer 1c

Mgmt For For Elect Director Mary N. Dillon 1d

Mgmt For For Elect Director Robert M. Gates 1e

Mgmt For For Elect Director Mellody Hobson 1f

Mgmt For For Elect Director Kevin R. Johnson 1g

Mgmt For For Elect Director Jorgen Vig Knudstorp 1h

Mgmt For For Elect Director Satya Nadella 1i

Mgmt For For Elect Director Joshua Cooper Ramo 1j

Mgmt For For Elect Director Clara Shih 1k

Mgmt For For Elect Director Javier G. Teruel 1l

Mgmt Against For Elect Director Myron E. Ullman, III 1m


Page 1,124 of 1,384



Starbucks Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Craig E. Weatherup 1n

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Further, with regard to the implementation of Proxy Access, the board should seek to align the bylaw with the proposal that was approved at the 2016 AGM. Mr. Weatherup, as Chair of the Governance committee, should not have allowed such a restrictive implementation.


2

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. Furthermore, short term performance targets have been relaxed despite a failure to meet the 2016 targets. 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 of time. Moreover, there has been a decrease in the performance based element of the long-term incentive. A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.




SH For Against Amend Proxy Access Right 5


Statoil ASA


Meeting Type: Annual Ticker: STL



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Registration of Attending Shareholders and Proxies

2

Mgmt Do Not Vote For Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting

3


Mgmt Do Not Vote For Designate Inspector(s) of Minutes of Meeting 5

Page 1,125 of 1,384



Statoil ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of USD 0.22 Per Share

6

Mgmt Do Not Vote For Authorize Board to Distribute Quarterly

Dividends

7

Mgmt Do Not Vote For Approve Creation of Pool of Capital with Preemptive Rights in Connection with Payment of Dividend for Fourth Quarter 2016

8a

Mgmt Do Not Vote For Approve Creation of Pool of Capital with Preemptive Rights in Connection With Payment of Dividend for First Quarter to Third Quarter 2017

8b


SH Do Not Vote Against Abstain from Drilling Exploration Wells in the

Barents Sea

9

SH Do Not Vote Against Discontinuation of Exploration Activities and

Test Drilling for Fossil Energy Resources

10

SH Do Not Vote Against Mandate the Board to Appoint new Chief Geologist and Mandate to Reinstate Updated Versions of Pre-Merger Actuarial Based Risk Management Processes

11


Mgmt Do Not Vote For Approve Company's Corporate Governance

Statement

12


13.1

Mgmt Do Not Vote For Approve Remuneration Linked to Development

of Share Price (Binding)

13.2


Mgmt Do Not Vote For Approve Remuneration of Corporate Assembly in the Amount of NOK 122,400 for Chairman, NOK 64,500 for Deputy Chair, NOK 45,300 for Other Members and NOK 6,450 Per Meeting for

Deputy Members

15

Mgmt Do Not Vote For Approve Remuneration of Nominating Committee in the Amount of NOK 12,150 Per Meeting for Chair and NOK 9,000 Per Meeting for Members

16

Mgmt Do Not Vote For Approve Equity Plan Financing 17



18

Mgmt Do Not Vote For Miscellaneous Proposal: Marketing Instructions 19

Page 1,126 of 1,384



Stelmet S.A.

Meeting Date: 03/14/2017 Country: Poland

Meeting Type: Annual Ticker: STL

Primary ISIN: PLSTLMT00010 Primary SEDOL: BDR0B00

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt

Mgmt For For Elect Meeting Chairman 2

Mgmt Acknowledge Proper Convening of Meeting 3

Mgmt For For Waive Secrecy of Voting When Electing Members of Vote Counting Commission

4.1

Mgmt For For Elect Members of Vote Counting Commission 4.2


Mgmt Receive Management Board Report on Company's and Group's Operations, Standalone and Consolidated Financial Statements, and Management Board Proposal on Allocation of

Income for Fiscal 2015-2016

6

Mgmt Receive Supervisory Board Report for Fiscal 2015-2016

7

Mgmt For For Approve Management Board Report on Company's Operations for Fiscal 2015-2016

8

Mgmt For For Approve Management Board Report on Group's Operations for Fiscal 2015-2016

9

Mgmt For For Approve Financial Statements for Fiscal 2015-2016

10

Mgmt For For Approve Consolidated Financial Statements for Fiscal 2015-2016

11

Mgmt For For Approve Discharge of Stanislaw Bienkowski (CEO)

12.1

Mgmt For For Approve Discharge of Przemyslaw Bienkowski (Deputy CEO)

12.2

Mgmt For For Approve Discharge of Andrzej Trybus (Management Board Member)

12.3

Mgmt For For Approve Discharge of Pawel Dabek (Supervisory Board Member)

13.1

Mgmt For For Approve Discharge of Andrzej Markiewicz (Supervisory Board Member)

13.2

Mgmt For For Approve Discharge of Piotr Lagowski (Supervisory Board Member)

13.3

Mgmt For For Approve Discharge of Malgorzata Bienkowska (Supervisory Board Member)

13.4

Page 1,127 of 1,384



Stelmet S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Dominika Bienkowska

(Supervisory Board Member)

13.5

Mgmt For For Approve Allocation of Income for Fiscal

2015-2016

14


STMicroelectronics NV


Meeting Type: Annual Ticker: STM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


2

Mgmt Receive Report of Supervisory Board (Non-Voting)

3


4a


4b

Mgmt For For Approve Dividends 4c

Mgmt For For Approve Discharge of Management Board 4d

Mgmt For For Approve Discharge of Supervisory Board 4e


Mgmt For For Reelect Carlo Bozotti to Management Board 6

Mgmt Against For Approve Restricted Stock Grants to President and CEO

7


Mgmt For For Reelect Heleen Kersten to Supervisory Board 8

Mgmt For For Reelect Jean-Georges Malcor to Supervisory

Board

9

Page 1,128 of 1,384



STMicroelectronics NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect Alessandro Rivera to Supervisory Board 10


Mgmt For For Elect Frederic Sanchez to Supervisory Board 11

Mgmt For For Reelect Maurizio Tamagnini to Supervisory Board

12

Mgmt Against For Approve Employee Restricted Stock Plan 13


Mgmt For For Authorize Repurchase of Shares 14

Mgmt Against For Grant Board Authority to Issue Ordinary and Preference Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding

Preemptive Rights

15

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. Furthermore, this authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.



Stockland


Meeting Type: Annual/Special Ticker: SGP

Primary ISIN: AU000000SGP0 Primary SEDOL: 6850856

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Andrew Stevens as Director Mgmt For For

Mgmt For For Elect Tom Pockett as Director 3


Mgmt For For Approve Grant of Performance Rights to Mark

Steinert

5

Page 1,129 of 1,384



Stora Enso Oyj


Meeting Type: Annual Ticker: STERV


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt


Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

3



Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive

Auditor's Report

6


7

Mgmt For For Approve Allocation of Income and Dividends of EUR 0.37 Per Share

8


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 170,000 for Chairman, EUR 100,000 for Vice Chairman, and EUR 70,000 for Other Directors; Approve Remuneration for

Committee Work

10

Mgmt For For Fix Number of Directors at Nine 11

Mgmt For For Reelect Anne Brunila, Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Mikael Makinen, Richard Nilsson and Hans Straberg as Directors; Elect Christiane Kuehne and Goran Sandberg as New

Directors

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


Mgmt For For Ratify Deloitte & Touche as Auditors 14

Mgmt For For Amend Articles Re: Election of Chairman and Vice Chairman; General Meeting Notice

15

Mgmt For For Amend Articles Re: Charter of the Shareholder's Nomination Board

16

Mgmt Presentation of Minutes of the Meeting 17


Page 1,130 of 1,384



STRATEC Biomedical Systems AG


Meeting Type: Annual Ticker: SBS

Primary ISIN: DE000STRA555 Primary SEDOL: BYTK8S2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 0.77 per Share

2

Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2016

3

Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2016

4

Mgmt Do Not Vote For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2017

5

Mgmt Do Not Vote For Elect Rainer Baule to the Supervisory Board 6

Mgmt Do Not Vote For Approve Affiliation Agreements with Subsidiary STRATEC PS Holding GmbH

7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


EUR 0.77 per Share

2


Fiscal 2016

3


Fiscal 2016

4



5

Mgmt For For Elect Rainer Baule to the Supervisory Board 6

Mgmt For For Approve Affiliation Agreements with Subsidiary STRATEC PS Holding GmbH

7

Page 1,131 of 1,384



Straumann Holding AG


Meeting Type: Annual Ticker: STMN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt Against For Approve Remuneration Report 1.2

Voter Rationale: A vote AGAINST the remuneration report is warranted in light of the following concerns:- There is a misalignment between CEO pay and performance.- The CEO's fixed cash compensation was increased by 10 percent in 2016. No explanation for this is provided in the remuneration report.- The non-executive chairman of the board receives retirement benefits as part of his pay package.- The company has weakened the TSR target for the long-term incentive scheme.- The company has added an additional financial metric for the long-term incentive scheme, but has not disclosed the performance target prospectively.- The company provides imprecise disclosure of on-target bonus levels and caps.

Mgmt For For Approve Allocation of Income and Dividends of CHF 4.25 per Share

2

Mgmt For For Approve Discharge of Board and Senior Management

3

Mgmt For For Approve Remuneration of Directors in the Amount of CHF 2.3 Million

4

Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.8 Million

5.1

Mgmt For For Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 3

Million

5.2

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 5.7

Million

5.3

Mgmt For For Reelect Gilbert Achermann as Director and Board Chairman

6.1

Mgmt For For Reelect Sebastian Burckhardt as Director 6.2

Mgmt For For Reelect Ulrich Looser as Director 6.3

Mgmt For For Reelect Beat Luethi as Director 6.4

Mgmt For For Reelect Thomas Straumann as Director 6.5

Mgmt For For Elect Monique Bourquin as Director 6.6

Mgmt For For Elect Regula Wallimann as Director 6.7

Mgmt For For Appoint Monique Bourquin as Member of the Compensation Committee

7.1

Mgmt For For Appoint Ulrich Looser as Member of the Compensation Committee

7.2

Mgmt For For Appoint Thomas Straumann as Member of the Compensation Committee

7.3

Page 1,132 of 1,384



Straumann Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Designate NEOVIUS AG as Independent Proxy 8



Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Stroeer SE & Co KGaA


Meeting Type: Annual Ticker: SAX

Primary ISIN: DE0007493991 Primary SEDOL: B3S3S52

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For

Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. Furthermore, 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.


EUR 1.10 per Share

2

Mgmt For For Approve Discharge of Management Board of

Stroeer SE for Fiscal 2016

3

Mgmt For For Approve Discharge of Personally Liable Partner

of Stroeer SE & Co. KGaA for Fiscal 2016

4

Mgmt For For Approve Discharge of Supervisory Board of

Stroeer SE for Fiscal 2016

5


Mgmt For For Approve Discharge of Supervisory Board of

Stroeer SE & Co. KGaA for Fiscal 2016

6


Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2017

7

Mgmt For For Approve Affiliation Agreement with Stroeer Digital Commerce GmbH

8

Page 1,133 of 1,384



Stroeer SE & Co KGaA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 11.1 Million Pool of Capital to Guarantee Conversion Rights

9


Subaru Corp




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Dividend of JPY 72

Mgmt For For

Mgmt For For Amend Articles to Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings

2

Mgmt For For Elect Director Yoshinaga, Yasuyuki 3.1

Mgmt For For Elect Director Kondo, Jun 3.2

Mgmt Against For Elect Director Tachimori, Takeshi 3.3


Mgmt Against For Elect Director Kasai, Masahiro 3.4


Mgmt Against For Elect Director Okada, Toshiaki 3.5


Mgmt Against For Elect Director Kato, Yoichi 3.6


Mgmt For For Elect Director Komamura, Yoshinori 3.7

Mgmt For For Elect Director Aoyama, Shigehiro 3.8

Mgmt For For Appoint Alternate Statutory Auditor Tamazawa, Kenji

4

Page 1,134 of 1,384



Subaru Corp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Equity Compensation Plan 5

Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.

Subsea 7 S.A.


Meeting Type: Annual/Special Ticker: SUBC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting/ Special Meeting Agenda Mgmt

Mgmt Annual Meeting

Mgmt For For Approve Convening Notice in Deviation of Article

24 of the Bylaws

1

Mgmt Receive Board's and Auditor's Reports 2





Mgmt For For Appoint Ernst & Young as Auditor 7

Mgmt For For Reelect Kristian Siem as Director 8

Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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 Robert Long as Director 9

Mgmt For For Reelect Dod Fraser as Director 10

Mgmt For For Reelect Allen Stevens as Director 11

Mgmt Special Meeting

Mgmt For For Amend Article 2 Re: Transfer of Company's

Registered Office

1

Mgmt For For Amend Article 5.3 Re: Non-Exercise Preemptive

Rights

2

Mgmt For For Amend Article 5.7-8 Re: Allocation of Shares to

Company Employees and Officers

3

Page 1,135 of 1,384



Subsea 7 S.A. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Article 12.3 to Reflect Luxembourg Legislation Regarding Signature Requirements for Bond Certificates

4

Mgmt For For Amend Article 15.5 Re: Minimum Quorum

Requirements in Case of a Conflict of Interest

5

Mgmt For For Amend Article 24.1 Re: Removal of Fixed Date

and Time for AGM

6

Mgmt For For Amend Article 26.7 Re: AGM Convening

Requirements

7

Mgmt For For Update Wording Regarding Company's Financial

Year

8

Suedzucker AG


Meeting Type: Annual Ticker: SZU


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal 2016/17 (Non-Voting)

Mgmt


2

Mgmt For For Approve Discharge of Management Board for Fiscal 2016/17

3

Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016/17

4


Mgmt Against For Elect Hans-Joerg Gebhard to the Supervisory

Board

5.1

Voter Rationale: This director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Erwin Hameseder to the Supervisory

Board

5.2

Voter Rationale: For controlled companies, the supervisory board should include at least 33% 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. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Page 1,136 of 1,384



Suedzucker AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Helmut Friedl to the Supervisory Board 5.3


Mgmt Against For Elect Veronika Haslinger to the Supervisory Board

5.4

Voter Rationale: For controlled companies, the supervisory board should include at least 33% 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. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Ralf Hentzschel to the Supervisory Board 5.5


Mgmt Against For Elect Georg Koch to the Supervisory Board 5.6

Voter Rationale: For controlled companies, the supervisory board should include at least 33% 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 For For Elect Susanne Kunschert to the Supervisory

Board

5.7

Mgmt For For Elect Julia Merkel to the Supervisory Board 5.8

Mgmt Against For Elect Joachim Rukwied to the Supervisory Board 5.9


Mgmt Against For Elect Stefan Streng to the Supervisory Board 5.10



Auditors for Fiscal 2017/18

6


Sumitomo Chemical Co. Ltd.




Page 1,137 of 1,384



Sumitomo Chemical Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ishitobi, Osamu Mgmt For For

Mgmt For For Elect Director Tokura, Masakazu 1.2

Mgmt Against For Elect Director Deguchi, Toshihisa 1.3


Mgmt Against For Elect Director Okamoto, Yoshihiko 1.4


Mgmt Against For Elect Director Nishimoto, Rei 1.5


Mgmt Against For Elect Director Nozaki, Kunio 1.6


Mgmt Against For Elect Director Ueda, Hiroshi 1.7


Mgmt Against For Elect Director Takeshita, Noriaki 1.8


Mgmt For For Elect Director Ito, Kunio 1.9

Mgmt For For Elect Director Ikeda, Koichi 1.10

Mgmt For For Elect Director Tomono, Hiroshi 1.11

Mgmt For For Appoint Statutory Auditor Aso, Mitsuhiro 2

Sumitomo Electric Industries Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 23

Mgmt For For

Page 1,138 of 1,384



Sumitomo Electric Industries Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Inoue, Osamu 2.1

Mgmt Against For Elect Director Hato, Hideo 2.2


Mgmt Against For Elect Director Shirayama, Masaki 2.3


Mgmt Against For Appoint Statutory Auditor Hayashi, Akira 3.1


Mgmt Against For Appoint Statutory Auditor Watanabe, Katsuaki 3.2



Sun Hung Kai Properties Ltd.



Primary ISIN: HK0016000132 Primary SEDOL: 6859927

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Elect Lui Ting, Victor as Director 3.1a

Mgmt Against For Elect Li Ka-cheung, Eric as Director 3.1b

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.

Mgmt For For Elect Leung Ko May-yee, Margaret as Director 3.1c

Mgmt Against For Elect Po-shing Woo as Director 3.1d


Mgmt For For Elect Tung Chi-ho, Eric as Director 3.1e

Page 1,139 of 1,384



Sun Hung Kai Properties Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Fung Yuk-lun, Allen as Director 3.1f


Mgmt For For Approve Directors' Fees 3.2

Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration

4



6


Mgmt Against For Authorize Reissuance of Repurchased Shares 7

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

Sunny Optical Technology Group Co., Ltd.

Meeting Date: 05/26/2017 Country: Cayman Islands


Primary ISIN: KYG8586D1097 Primary SEDOL: B1YBT08

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Elect Sun Yang as Director 3a

Mgmt For For Elect Wang Wenjian as Director 3b

Mgmt For For Elect Zhang Yuqing as Director 3c


Directors

3d



4



5


Page 1,140 of 1,384



Sunny Optical Technology Group Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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

Sunrise Communications Group AG


Meeting Type: Annual Ticker: SRCG

Primary ISIN: CH0267291224 Primary SEDOL: BVSS671

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: A vote FOR the allocation of income resolution is warranted.

Mgmt For For Approve Dividends from Capital Contribution Reserves

2.2

Voter Rationale: A vote FOR the allocation of income resolution is warranted.


Management

3

Mgmt For For Reelect Peter Schoepfer as Director 4.1.1

Voter Rationale: Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.

Mgmt For For Reelect Jesper Ovesen as Director 4.1.2


Mgmt For For Reelect Robin Bienenstock as Director 4.1.3


Page 1,141 of 1,384



Sunrise Communications Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Michael Krammer as Director 4.1.4


Mgmt For For Reelect Joachim Preisig as Director 4.1.5


Mgmt Against For Reelect Christoph Vilanek as Director 4.1.6


Mgmt For For Reelect Peter Kurer as Director 4.1.7


Mgmt For For Reelect Peter Kurer as Board Chairman 4.1.8


Mgmt For For Appoint Peter Schoepfer as Member of the


4.2.1


Mgmt For For Appoint Peter Kurer as Member of the


4.2.2


Mgmt Against For Appoint Christoph Vilanek as Member of the Compensation Committee

4.2.3


Page 1,142 of 1,384



Sunrise Communications Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint Michael Krammer as Member of the


4.2.4


Mgmt For For Appoint Peter Schoepfer as Chairman of the Compensation Committee

4.2.5


Mgmt For For Designate Andreas Keller as Independent Proxy 5

Mgmt For For Ratify Ernst & Young AG as Auditors 6


Mgmt For For Approve Maximum Aggregate Remuneration of Directors in the Amount of CHF 1.4 Million

7.2

Mgmt For For Approve Maximum Aggregate Remuneration of Executive Committee in the Amount of CHF 11.9

Million

7.3

Mgmt Against For Approve CHF 350,000 Pool of Authorized Capital without Preemptive Rights for Employee Equity

Participation

8.1

Voter Rationale: A vote AGAINST the proposed plan is warranted because: * Performance targets are not disclosed prospectively for performance share awards that will be granted to members of the executive leadership team in 2017.

Mgmt For For Approve Creation of CHF 4.5 Million Pool of Capital without Preemptive Rights

8.2

Mgmt For For Amend Articles Re: Deadline for Additional Agenda Items

8.3

Mgmt For For Amend Articles Re: Variable Compensation of the Executive Committee

8.4


Voter Rationale: A vote AGAINST is warranted because * This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and * The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

SunTrust Banks, Inc.


Meeting Type: Annual Ticker: STI


Page 1,143 of 1,384



SunTrust Banks, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dallas S. Clement Mgmt For For

Mgmt For For Elect Director Paul R. Garcia 1.2

Mgmt Against For Elect Director M. Douglas Ivester 1.3

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.

Mgmt For For Elect Director Kyle Prechtl Legg 1.4

Mgmt For For Elect Director Donna S. Morea 1.5

Mgmt For For Elect Director David M. Ratcliffe 1.6

Mgmt For For Elect Director William H. Rogers, Jr. 1.7


Mgmt For For Elect Director Agnes Bundy Scanlan 1.8

Mgmt For For Elect Director Frank P. Scruggs, Jr. 1.9

Mgmt For For Elect Director Bruce L. Tanner 1.10

Mgmt For For Elect Director Thomas R. Watjen 1.11

Mgmt Against For Elect Director Phail Wynn, Jr. 1.12



2

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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.



SuperGroup Plc


Meeting Type: Annual Ticker: SGP

Primary ISIN: GB00B60BD277 Primary SEDOL: B60BD27

Page 1,144 of 1,384



SuperGroup Plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For




Mgmt For For Re-elect Peter Bamford as Director 5

Mgmt For For Re-elect Julian Dunkerton as Director 6

Mgmt For For Re-elect Keith Edelman as Director 7

Mgmt For For Re-elect Penny Hughes as Director 8

Mgmt For For Re-elect Minnow Powell as Director 9

Mgmt For For Re-elect Euan Sutherland as Director 10

Mgmt For For Re-elect Nick Wharton as Director 11

Mgmt For For Appoint Deloitte LLP as Auditors 12



Expenditure

14


Rights

15


Rights

16


17




19

Suzuken Co Ltd




Page 1,145 of 1,384



Suzuken Co Ltd

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Business Lines - Indemnify Directors - Clarify Provisions on Alternate Statutory Auditors - Indemnify

Statutory Auditors

Mgmt For For

Mgmt For For Elect Director Bessho, Yoshiki 2.1

Mgmt For For Elect Director Miyata, Hiromi 2.2

Mgmt Against For Elect Director Asano, Shigeru 2.3


Mgmt Against For Elect Director Saito, Masao 2.4


Mgmt Against For Elect Director Izawa, Yoshimichi 2.5


Mgmt Against For Elect Director Tamura, Hisashi 2.6


Mgmt Against For Elect Director Ueda, Keisuke 2.7


Mgmt For For Elect Director Iwatani, Toshiaki 2.8

Mgmt For For Elect Director Usui, Yasunori 2.9

Mgmt For For Appoint Statutory Auditor Takeda, Noriyuki 3

Mgmt For For Appoint Alternate Statutory Auditor Takahashi, Masahiko

4



Svenska Cellulosa AB (SCA)


Meeting Type: Annual Ticker: SCA B

Primary ISIN: SE0000112724 Primary SEDOL: B1VVGZ5

Page 1,146 of 1,384




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction







Reports

6



Reports

8a

Mgmt For For Approve Allocation of Income and Dividends of SEK 6 Per Share; Approve Distribution of Shares in SCA Hygiene

8b

Mgmt For For Approve Record Date for Dividend Payment 8c

Mgmt For For Approve Discharge of Board and President 8d

Mgmt For For Determine Number of Directors (10) and Deputy

Directors (0) of Board

9

Mgmt For For Determine Number of Auditors (1) and Deputy

Auditors (0)

10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.1 Million for Chairman and SEK 700,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

11

Mgmt For For Reelect Par Boman as Director 12a

Mgmt For For Reelect Ewa Bjorling as Director 12b

Mgmt For For Reelect Maija-Liisa Friman as Director 12c

Mgmt For For Reelect Annemarie Gardshol as Director 12d

Mgmt For For Reelect Magnus Groth as Director 12e


Mgmt For For Reelect Johan Malmquist as Director 12f

Mgmt For For Reelect Bert Nordberg as Director 12g

Mgmt For For Reelect Louise Svanberg as Director 12h

Mgmt For For Reelect Barbara Milian Thoralfsson as Director 12i

Page 1,147 of 1,384



Svenska Cellulosa AB (SCA) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Lars Rebien Sorensen as Director 12j

Mgmt For For Elect Par Boman as Board Chairman 13



Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee prior the Extraordinary General

Meeting

15a

Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee prior the Next Annual General

Meeting (2018)

15b


16


Mgmt For For Change Location of Registered Office/Headquarters

17

Mgmt For For Approve SEK 9.23 Million Reduction in Share Capital via Share Cancellation

18a

Mgmt For For Approve Capitalization of Reserves of SEK 9.23 Million for Bonus Issue

18b




Meeting Type: Special Ticker: SCA B

Primary ISIN: SE0000112724 Primary SEDOL: B1VVGZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Page 1,148 of 1,384



Svenska Cellulosa AB (SCA) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





6

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.8 Million to Chair and SEK 600,000 to Other Directors; Approve Remuneration for Committee Work

7

Mgmt For For Elect Charlotte Bengtsson as New Director 8a

Mgmt For For Elect Lennart Evrell as New Director 8b

Mgmt For For Elect Ulf Larsson as New Director 8c

Mgmt For For Elect Martin Lindqvist as New Director 8d

Mgmt For For Elect Lotta Lyra as New Director 8e


Swatch Group AG


Meeting Type: Annual Ticker: UHR



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports


Mgmt Do Not Vote For Approve Discharge of Board and Senior

Management

2

Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 1.35 per Registered Share and CHF 6.75 per Bearer Shares

3

Mgmt Do Not Vote For Approve Fixed Remuneration of Non-Executive

Directors in the Amount of CHF 1 Million

4.1.1

Mgmt Do Not Vote For Approve Fixed Remuneration of Executive

Directors in the Amount of CHF 2.6 Million

4.1.2

Mgmt Do Not Vote For Approve Fixed Remuneration of Executive


4.2

Mgmt Do Not Vote For Approve Variable Remuneration of Executive


4.3

Page 1,149 of 1,384



Swatch Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Variable Remuneration of Executive


4.4

Mgmt Do Not Vote For Elect Nayla Hayek as Director 5.1

Mgmt Do Not Vote For Elect Ernst Tanner as Director 5.2

Mgmt Do Not Vote For Elect Daniela Aeschlimann as Director 5.3

Mgmt Do Not Vote For Elect Georges N. Hayek as Director 5.4

Mgmt Do Not Vote For Elect Claude Nicollier as Director 5.5

Mgmt Do Not Vote For Elect Jean-Pierre Roth as Director 5.6

Mgmt Do Not Vote For Elect Nayla Hayek as Board Chairman 5.7

Mgmt Do Not Vote For Appoint Nayla Hayek as Member of the


6.1

Mgmt Do Not Vote For Appoint Ernst Tanner as Member of the


6.2

Mgmt Do Not Vote For Appoint Daniela Aeschlimann as Member of the


6.3

Mgmt Do Not Vote For Appoint Georges N. Hayek as Member of the


6.4

Mgmt Do Not Vote For Appoint Claude Nicollier as Member of the


6.5

Mgmt Do Not Vote For Appoint Jean-Pierre Roth as Member of the


6.6

Mgmt Do Not Vote For Designate Bernhard Lehmann as Independent

Proxy

7

Mgmt Do Not Vote For Ratify PricewaterhouseCoopers Ltd as Auditors 8

Mgmt Do Not Vote For Transact Other Business (Voting) 9

Swedbank AB


Meeting Type: Annual Ticker: SWED A


Page 1,150 of 1,384



Swedbank AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt







Reports

7a

Mgmt Receive Auditor's Report 7b

Mgmt Receive President's Report 7c


Reports

8


SEK 13.20 Per Share

9

Mgmt For For Approve Discharge of Michael Wolf 10a

Mgmt For For Approve Discharge of Anders Sundstrom 10b

Mgmt For For Approve Discharge of Anders Igel 10c

Mgmt For For Approve Discharge of Maj-Charlotte Wallin 10d

Mgmt For For Approve Discharge of Lars Idermark 10e

Mgmt For For Approve Discharge of Ulrika Francke 10f

Mgmt For For Approve Discharge of Goran Hedman 10g

Mgmt For For Approve Discharge of Pia Rudengren 10h

Mgmt For For Approve Discharge of Karl-Henrik Sundstrom 10i

Mgmt For For Approve Discharge of Siv Svensson 10j

Mgmt For For Approve Discharge of Bodil Eriksson 10k

Mgmt For For Approve Discharge of Peter Norman 10l

Mgmt For For Approve Discharge of Birgitte Bonnesen 10m

Mgmt For For Approve Discharge of Camilla Linder 10n

Mgmt For For Approve Discharge of Roger Ljung 10o

Mgmt For For Approve Discharge of Ingrid Friberg 10p

Mgmt For For Approve Discharge of Karin Sandstrom 10q

Page 1,151 of 1,384



Swedbank AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Directors (0)

11

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.46 Million for Chairman, SEK 825,000 for Vice Chairman and SEK 550,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

12

Mgmt For For Elect Mats Granryd as New Director 13a

Mgmt For For Elect Bo Johansson as New Director 13b

Mgmt For For Elect Annika Poutiainen as New Director 13c

Mgmt For For Elect Magnus Uggla as New Director 13d

Mgmt For For Reelect Lars Idermark as Director 13e

Mgmt Against For Reelect Ulrika Francke as Director 13f

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Siv Svensson as Director 13g

Mgmt For For Reelect Bodil Eriksson as Director 13h

Mgmt For For Reelect Peter Norman as Director 13i

Mgmt For For Elect Lars Idermark as Board Chairman 14

Mgmt For For Authorize Chairman of Board and Representatives of Five of Company's Largest Shareholders to Serve on Nominating Committee

15


16

Mgmt For For Authorize Repurchase Authorization for Trading in Own Shares

17

Mgmt For For Authorize General Share Repurchase Program 18

Mgmt For For Approve Issuance of Convertibles without Preemptive Rights

19

Mgmt For For Approve Common Deferred Share Bonus Plan (Eken 2017)

20a

Mgmt For For Approve Deferred Share Bonus Plan for Key Employees (IP 2016)

20b

Mgmt For For Approve Equity Plan Financing to Participants of 2017 and Previous Programs

20c

Mgmt Shareholder Proposals Submitted by Goran Westman and Thorwald Arvidsson

Page 1,152 of 1,384



Swedbank AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Implement Lean Concept 21

Voter Rationale: A vote AGAINST this item is warranted because the proposal is unclear and seeks to micromanage the company.


22a

Voter Rationale: A vote AGAINST these items is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.

SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification

Within the Company

22b


SH Against None Require the Results from the Working Group Concerning Item 22a and 22b to be Annually Published

22c



Create a Shareholders' Association

22d

Voter Rationale: A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.


22e



Board of Directors

22f


SH Against None Request Board to Propose to the Swedish Government to Draw Attention to the Need for

Introducing a "Cooling-Off Period"

22g



22h

Voter Rationale: A vote A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.

SH Against None Instruct the Board to Perform an Investigation of to what Extent the Company has Participated in Tax Evasion (i.e. the Panama Documents) and How the Internal and External Control has Failed Regarding this Matter

22i


Page 1,153 of 1,384



Swedish Match AB


Meeting Type: Annual Ticker: SWMA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting; Elect Chairman of Meeting Mgmt For For





Mgmt Receive Financial Statements and Statutory Reports; Receive Auditors Review; Receive

President's Report; Receive CEO's Report

6


7

Mgmt For For Approve Allocation of Income and Dividends of SEK 16 Per Share

8


Mgmt For For Determine Number of Members (7) and Deputy Members of Board

10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.84 million to Chair, SEK 870,000 to Vice Chair and SEK 735,000 to Other Directors; Approve Remuneration for Committee

Work

11

Mgmt For For Reelect Charles Blixt, Andrew Cripps (Vice Chair), Jacqueline Hoogerbrugge, Conny Karlsson(Chair), Wenche Rolfsen and Joakim Westh as Directors; Elect Pauline Lindwall as

New Director

12


Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)

13





Page 1,154 of 1,384



Swedish Match AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



16

Mgmt For For Approve SEK 16.5 Million Reduction in Share Capital via Share Cancellation; Approve SEK 16.5 Million Bonus Issuance

17


Mgmt For For Authorize Reissuance of Repurchased Shares 19

Mgmt For For Approve Issuance of Shares without Preemptive

Rights

20

Swiss Life Holding


Meeting Type: Annual Ticker: SLHN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Approve Dividends of CHF 11.00 per Share from Capital Contribution Reserves

2.2

Mgmt For For Approve Discharge of Board of Directors 3

Mgmt For For Approve Fixed Remuneration of Board of Directors in the Amount of CHF 3.2 Million

4.1

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 4.4 Million

4.2

Mgmt For For Approve Maximum Fixed Remuneration and Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 13.8 Million

4.3

Mgmt For For Reelect Rolf Doerig as Director and Board Chairman

5.1

Mgmt For For Reelect Gerold Buehrer as Director 5.2

Mgmt For For Reelect Adrienne Fumagalli as Director 5.3

Mgmt For For Reelect Ueli Dietiker as Director 5.4

Page 1,155 of 1,384



Swiss Life Holding Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Damir Filipovic as Director 5.5

Mgmt For For Reelect Frank Keuper as Director 5.6

Mgmt For For Reelect Henry Peter as Director 5.7

Mgmt For For Reelect Frank Schnewlin as Director 5.8

Mgmt For For Reelect Franziska Sauber as Director 5.9

Mgmt For For Reelect Klaus Tschuetscher as Director 5.10

Mgmt For For Elect Stefan Loacker as Director 5.11

Mgmt For For Appoint Henry Peter as Member of the


5.12

Mgmt For For Appoint Frank Schnewlin as Member of the


5.13

Mgmt For For Appoint Franziska Sauber as Member of the


5.14

Mgmt For For Designate Andreas Zuercher as Independent

Proxy

6

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 7



Swiss Reinsurance (Schweizerische Rueckversicherungs)


Meeting Type: Annual Ticker: SREN

Primary ISIN: CH0126881561 Primary SEDOL: B545MG5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Approve Remuneration Report Mgmt For For


Reports

1.2


CHF 4.85 per Share

2

Mgmt For For Approve Variable Short-Term Remuneration of Executive Committee in the Amount of CHF 18.3 Million

3

Page 1,156 of 1,384



Swiss Reinsurance (Schweizerische Rueckversicherungs) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Board of Directors 4

Mgmt For For Reelect Walter Kielholz as Director and Board

Chairman

5.1a

Mgmt For For Reelect Raymond Ch'ien as Director 5.1b

Mgmt For For Reelect Renato Fassbind as Director 5.1c

Mgmt For For Reelect Mary Francis as Director 5.1d

Mgmt For For Reelect Rajna Brandon as Director 5.1e

Mgmt For For Reelect Robert Henrikson as Director 5.1f

Mgmt For For Reelect Trevor Manuel as Director 5.1g

Mgmt For For Reelect Philip Ryan as Director 5.1h

Mgmt For For Reelect Paul Tucker as Director 5.1i

Mgmt For For Reelect Susan Wagner as Director 5.1j

Mgmt For For Elect Jay Ralph as Director 5.1k

Mgmt For For Elect Joerg Reinhardt as Director 5.1l

Mgmt For For Elect Jacques de Vaucleroy as Director 5.1m

Mgmt For For Appoint Raymond Ch'ien as Member of the


5.2a

Mgmt For For Appoint Renato Fassbind as Member of the


5.2b

Mgmt For For Appoint Robert Henrikson as Member of the


5.2c

Mgmt For For Appoint Joerg Reinhardt as Member of the


5.2d

Mgmt For For Designate Proxy Voting Services GmbH as

Independent Proxy

5.3

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 5.4

Mgmt For For Approve Maximum Remuneration of Board of


6.1

Mgmt For For Approve Maximum Fixed and Variable Long-Term Remuneration of Executive Committee in the Amount of CHF 34 Million

6.2

Voter Rationale: Votes FOR these items are warranted because the proposals appear to be in line with market practice and do not raise significant concerns.

Mgmt For For Approve CHF 1.1 Million Reduction in Share Capital via Cancellation of Repurchased Shares

7

Mgmt For For Authorize Repurchase of up to CHF 1 Billion of Issued Share Capital

8

Page 1,157 of 1,384



Swiss Reinsurance (Schweizerische Rueckversicherungs) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Renewal of CHF 8.5 Million Pool of Authorized Share Capital with Partial Exclusion of Preemptive Rights

9.1

Mgmt For For Amend Articles Re: Exclusion of Preemptive

Rights

9.2


Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Swisscom AG


Meeting Type: Annual Ticker: SCMN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For



CHF 22 per Share

2


Management

3

Mgmt For For Reelect Roland Abt as Director 4.1

Mgmt For For Reelect Valerie Berset Bircher as Director 4.2

Mgmt For For Reelect Alain Carrupt as Director 4.3

Mgmt For For Reelect Frank Esser as Director 4.4

Mgmt For For Reelect Barbara Frei as Director 4.5

Mgmt For For Reelect Catherine Muehlemann as Director 4.6

Mgmt For For Reelect Theophil Schlatter as Director 4.7

Mgmt For For Reelect Hansueli Loosli as Director 4.8

Mgmt For For Reelect Hansueli Loosli as Board Chairman 4.9

Mgmt For For Appoint Frank Esser as Member of the


5.1

Page 1,158 of 1,384



Swisscom AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint Barbara Frei as Member of the


5.2

Mgmt For For Appoint Hansueli Loosli as Member of the


5.3

Mgmt For For Appoint Theophil Schlatter as Member of the


5.4

Mgmt For For Appoint Renzo Simoni as Member of the


5.5


Amount of CHF 2.5 Million

6.1

Mgmt For For Approve Remuneration of Executive Committee

in the Amount of CHF 9.7 Million

6.2

Mgmt For For Designate Reber Rechtsanwaelte as

Independent Proxy

7

Mgmt For For Ratify KPMG AG as Auditors 8



Sydbank A/S


Meeting Type: Annual Ticker: SYDB

Primary ISIN: DK0010311471 Primary SEDOL: B06JSP1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

2


Mgmt For For Elect Michael Ahlefeldt Laurvig Bille to

Committee of Representatives

4.1

Mgmt For For Elect Steen Bjergegaard to Committee of

Representatives

4.2

Mgmt For For Elect Kim Galsgaard to Committee of

Representatives

4.3

Mgmt For For Elect Henrik Halberg to Committee of

Representatives

4.4

Page 1,159 of 1,384



Sydbank A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Morten Pedersen to Committee of

Representatives

4.5

Mgmt For For Elect Kurt Bardeleben to Committee of

Representatives

4.6

Mgmt For For Elect Jesper Arkil to Committee of

Representatives

4.7

Mgmt For For Elect Otto Popp Clausen to Committee of

Representatives

4.8

Mgmt For For Elect Peter Gaemelke to Committee of

Representatives

4.9

Mgmt For For Elect Henning Hansen to Committee of

Representatives

4.10

Mgmt For For Elect Ole Schou Mortensen to Committee of

Representatives

4.11

Mgmt For For Elect Frank Moller Nielsen to Committee of

Representatives

4.12

Mgmt For For Elect Erwin Andresen to Committee of

Representatives

4.13

Mgmt For For Elect Glenn Bernecker to Committee of

Representatives

4.14

Mgmt For For Elect Peder Damgaard to Committee of

Representatives

4.15

Mgmt For For Elect Peter Hansen to Committee of

Representatives

4.16

Mgmt For For Elect Michael Madsen to Committee of

Representatives

4.17

Mgmt For For Elect Jan Muller to Committee of

Representatives

4.18

Mgmt For For Elect Per Sorensen to Committee of

Representatives

4.19

Mgmt For For Elect Peter Therkelsen to Committee of

Representatives

4.20

Mgmt For For Elect Per Have to Committee of Representatives 4.21

Mgmt For For Elect Jorn Brandt to Committee of

Representatives

4.22

Mgmt For For Elect Erik Steen Kristensen to Committee of

Representatives

4.23

Mgmt For For Elect Michael Kvist to Committee of

Representatives

4.24

Mgmt For For Elect Willy Stockler to Committee of

Representatives

4.25

Mgmt For For Elect Flemming Jensen to Committee of

Representatives

4.26

Page 1,160 of 1,384



Sydbank A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect John Lesbo to Committee of

Representatives

4.27

Mgmt For For Elect Christian Anker Hansen to Committee of

Representatives

4.28

Mgmt For For Elect Thomas Iversen to Committee of

Representatives

4.29

Mgmt For For Elect Sv.E. Dalsgaard Justesen to Committee of

Representatives

4.30

Mgmt For For Elect Jorgen Pedersen to Committee of

Representatives

4.31

Mgmt For For Elect Torben Bech to Committee of

Representatives

4.32

Mgmt For For Elect Chr. la Cour to Committee of

Representatives

4.33

Mgmt For For Elect Leon Sorensen to Committee of

Representatives

4.34

Mgmt For For Elect Anders Thoustrup to Committee of

Representatives

4.35




6a

Mgmt For For Amend Articles Re: Editorial Changes 6b1

Mgmt For For Amend Articles Re: Powers of the Chairman 6b2

Mgmt For For Amend Articles Re: Requirements of Residency

of Candidates for Shareholders'' Committee

6b3

Mgmt For For Amend Articles Re: Removal of Age Limit of

Directors

6b4

Mgmt For For Amend Articles Re: Remuneration of Members

of Shareholders' Committee

6b5

Mgmt For For Amend Articles Re: Requirement to Establish

Board Committees

6b6

Mgmt For For Amend Articles Re: Insert a Reference to the

Company's Remuneration Policy

6b7

Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

6c


Mgmt Against For Authorize Share Repurchase Program 6d

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.


Page 1,161 of 1,384



Symantec Corporation


Meeting Type: Annual Ticker: SYMC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Gregory S. Clark Mgmt For For

Mgmt For For Elect Director Frank E. Dangeard 1b

Mgmt For For Elect Director Kenneth Y. Hao 1c

Mgmt For For Elect Director David W. Humphrey 1d

Mgmt For For Elect Director Geraldine B. Laybourne 1e

Mgmt Against For Elect Director David L. Mahoney 1f


Mgmt Against For Elect Director Robert S. Miller 1g


Mgmt For For Elect Director Anita M. Sands 1h

Mgmt Against For Elect Director Daniel H. Schulman 1i

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. Furthermore, 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. Moreover, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt For For Elect Director V. Paul Unruh 1j

Mgmt For For Elect Director Suzanne M. Vautrinot 1k



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. Furthermore, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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.



4

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


Page 1,162 of 1,384



Symantec Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against Against Provide For Confidential Running Vote Tallies On

Executive Pay Matters

6

SH Against Against Adopt Share Retention Policy For Senior

Executives

7

Voter Rationale: The company's substantial stock retention requirements for executives are appreciated. However, the idea of extending some portion past retirement, resignation or termination has merit. Compensation should be structured to align management interests with long-term investor interests. Also, this facilitates recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.

Symrise AG


Meeting Type: Annual Ticker: SY1

Primary ISIN: DE000SYM9999 Primary SEDOL: B1JB4K8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt


EUR 0.85 per Share

2


Fiscal 2016

3


Fiscal 2016

4


Mgmt For For Ratify Ernst & Young as Auditors for Fiscal 2017 5

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 20 Million Pool of Conditional Capital to Guarantee Conversion Rights

6

Synchrony Financial


Meeting Type: Annual Ticker: SYF

Primary ISIN: US87165B1035 Primary SEDOL: BP96PS6

Page 1,163 of 1,384



Synchrony Financial

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Margaret M. Keane Mgmt For For

Mgmt For For Elect Director Paget L. Alves 1b

Mgmt For For Elect Director Arthur W. Coviello, Jr. 1c

Mgmt For For Elect Director William W. Graylin 1d

Mgmt For For Elect Director Roy A. Guthrie 1e

Mgmt For For Elect Director Richard C. Hartnack 1f

Mgmt For For Elect Director Jeffrey G. Naylor 1g

Mgmt For For Elect Director Laurel J. Richie 1h

Mgmt For For Elect Director Olympia J. Snowe 1i



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


SYNNEX Corporation


Meeting Type: Annual Ticker: SNX

Primary ISIN: US87162W1009 Primary SEDOL: 2002554

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dwight Steffensen Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.

Page 1,164 of 1,384



SYNNEX Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Kevin Murai 1.2

Mgmt Withhold For Elect Director Fred Breidenbach 1.3


Mgmt For For Elect Director Hau Lee 1.4

Mgmt Withhold For Elect Director Matthew Miau 1.5

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. 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.

Mgmt For For Elect Director Dennis Polk 1.6

Mgmt For For Elect Director Gregory Quesnel 1.7

Mgmt For For Elect Director Ann Vezina 1.8

Mgmt For For Elect Director Thomas Wurster 1.9

Mgmt For For Elect Director Duane Zitzner 1.10

Mgmt For For Elect Director Andrea Zulberti 1.11


2

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. 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 suffciently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.



Synopsys, Inc.


Meeting Type: Annual Ticker: SNPS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Aart J. de Geus Mgmt For For


Page 1,165 of 1,384



Synopsys, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Chi-Foon Chan 1.2

Mgmt For For Elect Director Janice D. Chaffin 1.3

Mgmt Withhold For Elect Director Bruce R. Chizen 1.4


Mgmt Withhold For Elect Director Deborah A. Coleman 1.5


Mgmt For For Elect Director Mercedes Johnson 1.6

Mgmt For For Elect Director Chrysostomos L. "Max" Nikias 1.7

Mgmt Withhold For Elect Director John Schwarz 1.8

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board. Furthermore, the board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not compromised.

Mgmt Withhold For Elect Director Roy Vallee 1.9


Mgmt Withhold For Elect Director Steven C. Walske 1.10

Voter Rationale: Policy Rationale:Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.


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. Furthermore, this plan could lead to excessive dilution.

Mgmt Against For Approve Non-Employee Director Omnibus Stock

Plan

3

Voter Rationale: Policy Rationale:Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, this plan could lead to excessive dilution.



5

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. 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 suffciently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Page 1,166 of 1,384



Synopsys, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



T. Rowe Price Group, Inc.


Meeting Type: Annual Ticker: TROW

Primary ISIN: US74144T1088 Primary SEDOL: 2702337

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mark S. Bartlett Mgmt For For

Mgmt For For Elect Director Edward C. Bernard 1b

Mgmt For For Elect Director Mary K. Bush 1c


Mgmt For For Elect Director H. Lawrence Culp, Jr. 1d


Mgmt For For Elect Director Freeman A. Hrabowski, III 1e

Mgmt For For Elect Director Robert F. MacLellan 1f

Mgmt For For Elect Director Brian C. Rogers 1g

Mgmt For For Elect Director Olympia J. Snowe 1h


Mgmt For For Elect Director William J. Stromberg 1i

Mgmt Against For Elect Director Dwight S. Taylor 1j


Mgmt Against For Elect Director Anne Marie Whittemore 1k

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Additionally, this director is not sufficiently independent to serve as the independent lead director. 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 For For Elect Director Sandra S. Wijnberg 1l

Page 1,167 of 1,384



T. Rowe Price Group, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Alan D. Wilson 1m



2

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. 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 suffciently long period of time.


Mgmt For For Amend Omnibus Stock Plan 4

Mgmt Against For Approve Non-Employee Director Omnibus Stock Plan

5

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. Moreover, this plan could lead to excessive dilution. Finally, 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.

Mgmt For For Amend Nonqualified Employee Stock Purchase Plan

6


SH Against Against Report on and Assess Proxy Voting Policies in Relation to Climate Change Position

8

SH Against Against Report on and Assess Proxy Voting Policies in Relation to Executive Compensation

9

SH For None Prepare Employment Diversity Report and Report on Diversity Policies

10

Voter Rationale: The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.

TAG Immobilien AG


Meeting Type: Annual Ticker: TEG


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Page 1,168 of 1,384



TAG Immobilien AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


EUR 0.57 per Share

2


Fiscal 2016

3


Fiscal 2016

4



Mgmt For For Approve Creation of EUR 29 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

6

Voter Rationale: c

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 29 Million Pool of Capital to Guarantee Conversion Rights

7

Mgmt For For Approve Cancellation of Capital Authorizations 8

Talanx AG


Meeting Type: Annual Ticker: TLX

Primary ISIN: DE000TLX1005 Primary SEDOL: B8F0TD6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


4

Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5.1

Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for the First Quarter of Fiscal 2018

5.2

Page 1,169 of 1,384



Talanx AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


6

Mgmt Against For Authorize Use of Financial Derivatives when

Repurchasing Shares

7

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Mgmt Against For Approve Issuance of Registered Bonds with Conditional Conversion Obligations without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 126.4 Million Pool of Capital to Guarantee Conversion Rights

8


Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 31.6 Million Pool of Capital to Guarantee Conversion Rights

9

Mgmt Against For Approve Creation of EUR 158 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

10


Mgmt For For Approve Creation of EUR 1 Million Pool of Capital for Employee Stock Purchase Plan

11

Tapestry, Inc.


Meeting Type: Annual Ticker: TPR

Primary ISIN: US8760301072 Primary SEDOL: BF09HX3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director David Denton Mgmt For For

Mgmt For For Elect Director Andrea Guerra 1b

Mgmt For For Elect Director Susan Kropf 1c

Mgmt For For Elect Director Annabelle Yu Long 1d

Mgmt For For Elect Director Victor Luis 1e

Page 1,170 of 1,384



Tapestry, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Ivan Menezes 1f

Mgmt Against For Elect Director William Nuti 1g


Mgmt For For Elect Director Jide Zeitlin 1h



3




Voter Rationale: This plan could lead to excessive dilution. 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.. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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.

SH Against Against Report on Net-Zero Greenhouse Gas Emissions 6

SH Against Against Report on Risks from Company's Use of Real Animal Fur

7

Target Corporation


Meeting Type: Annual Ticker: TGT

Primary ISIN: US87612E1064 Primary SEDOL: 2259101

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Roxanne S. Austin Mgmt For Against


Mgmt Against For Elect Director Douglas M. Baker, Jr. 1b


Page 1,171 of 1,384



Target Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Brian C. Cornell 1c


Mgmt Against For Elect Director Calvin Darden 1d


Mgmt For For Elect Director Henrique De Castro 1e

Mgmt For For Elect Director Robert L. Edwards 1f

Mgmt For For Elect Director Melanie L. Healey 1g

Mgmt For For Elect Director Donald R. Knauss 1h

Mgmt For For Elect Director Monica C. Lozano 1i

Mgmt For For Elect Director Mary E. Minnick 1j

Mgmt For For Elect Director Derica W. Rice 1k

Mgmt For For Elect Director Kenneth L. Salazar 1l




3



Mgmt For For Approve Executive Incentive Bonus Plan 5

Taro Pharmaceutical Industries Ltd.

Meeting Date: 12/28/2017 Country: Israel

Meeting Type: Annual Ticker: TARO

Primary ISIN: IL0010827181 Primary SEDOL: 2872423

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Reelect Dilip Shanghvi as Director Mgmt For For

Page 1,172 of 1,384



Taro Pharmaceutical Industries Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Reelect Abhay Gandhi as Director 1.2

Mgmt For For Reelect Sudhir Valia as Director 1.3

Mgmt For For Reelect Uday Baldota as Director 1.4

Mgmt For For Reelect James Kedrowski as Director 1.5

Mgmt For For Reelect Dov Pekelman as Director 1.6

Mgmt For For Reappoint Ziv Haft as Auditors and Authorize Board to Fix Their Remuneration

2

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

A

Tate & Lyle plc


Meeting Type: Annual Ticker: TATE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For




Mgmt For For Elect Dr Gerry Murphy as Director 5

Mgmt For For Re-elect Javed Ahmed as Director 6

Mgmt For For Re-elect Nick Hampton as Director 7

Mgmt For For Re-elect Paul Forman as Director 8

Mgmt For For Re-elect Lars Frederiksen as Director 9

Mgmt For For Re-elect Douglas Hurt as Director 10

Page 1,173 of 1,384



Tate & Lyle plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Jeanne Johns as Director 11

Mgmt For For Re-elect Anne Minto as Director 12

Mgmt For For Re-elect Dr Ajai Puri as Director 13

Mgmt For For Re-elect Sybella Stanley as Director 14


Auditors

15



16



17


18


19



20



22

Taylor Wimpey plc


Meeting Type: Annual Ticker: TW.


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




Mgmt For For Approve Special Dividend 3

Mgmt For For Re-elect Kevin Beeston as Director 4

Mgmt For For Re-elect Pete Redfern as Director 5

Page 1,174 of 1,384



Taylor Wimpey plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Ryan Mangold as Director 6

Mgmt For For Re-elect James Jordan as Director 7

Mgmt For For Re-elect Kate Barker as Director 8

Mgmt For For Re-elect Mike Hussey as Director 9

Mgmt For For Re-elect Robert Rowley as Director 10

Mgmt For For Re-elect Humphrey Singer as Director 11

Mgmt For For Elect Angela Knight as Director 12




14


Rights

15


Rights

16


17






Expenditure

22



23

TBC Bank Group plc


Meeting Type: Annual Ticker: TBCG

Primary ISIN: GB00BYT18307 Primary SEDOL: BYT1830

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 1,175 of 1,384



TBC Bank Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.




Mgmt For For Elect Mamuka Khazaradze as Director 5

Mgmt For For Elect Badri Japaridze as Director 6

Mgmt For For Elect Nikoloz Enukidze as Director 7

Mgmt Against For Elect Stefano Marsaglia as Director 8


Mgmt For For Elect Nicholas Haag as Director 9

Mgmt For For Elect Eric Rajendra as Director 10

Mgmt Against For Elect Stephan Wilcke as Director 11


Mgmt For For Elect Vakhtang Butskhrikidze as Director 12

Mgmt For For Elect Giorgi Shagidze as Director 13


Auditors

14

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.


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 Approve Scrip Dividend Scheme 16


Rights

17


Rights

18


19




21

Page 1,176 of 1,384



TCS Group Holdings Plc

Meeting Date: 05/29/2017 Country: Cyprus

Meeting Type: Annual Ticker: TCS

Primary ISIN: US87238U2033 Primary SEDOL: BF233S0

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration

2

Mgmt For For Re-elect Martin Cocker as Director 3

Mgmt Against For Re-elect Philippe Delpal as Director 4



Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. Significant fee increases should be linked to material changes in the role and responsibilities of directors.


TDC A/S


Meeting Type: Annual Ticker: TDC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



2

Mgmt For For Approve Discharge of Management and Board 3


Mgmt For For Reelect Pierre Danon as Director 5a

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.

Page 1,177 of 1,384



TDC A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Stine Bosse as Director 5b

Mgmt For For Reelect Angus Porter as Director 5c

Mgmt For For Reelect Pieter Knook as Director 5d

Mgmt For For Reelect Benoit Scheen as Director 5e

Mgmt For For Reelect Marianne Rorslev Bock as Director 5f

Mgmt For For Elect Lene Skole as New Director 5g

Mgmt For For Ratify PricewaterhouseCoopers as Auditor 6


Mgmt For For Authorize Share Repurchase Program 7a

Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and

Board

7b


Mgmt For For Approve Remuneration of Directors 7c

Mgmt Shareholder Proposals Submitted by Jens Stensgaard Hansen

SH Against None Ensure Fixed-Line Network for Hjordis Engell 7d

Voter Rationale: A vote AGAINST this item is warranted as the proposal is outside of the scope of the board's responsibilities.


TE Connectivity Ltd.


Meeting Type: Annual Ticker: TEL

Primary ISIN: CH0102993182 Primary SEDOL: B62B7C3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Pierre R. Brondeau Mgmt For For

Mgmt For For Elect Director Terrence R. Curtin 1b

Mgmt For For Elect Director Carol A. ('John') Davidson 1c

Mgmt For For Elect Director William A. Jeffrey 1d

Mgmt For For Elect Director Thomas J. Lynch 1e

Page 1,178 of 1,384



TE Connectivity Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Yong Nam 1f

Mgmt For For Elect Director Daniel J. Phelan 1g

Mgmt For For Elect Director Paula A. Sneed 1h

Mgmt For For Elect Director Abhijit Y. Talwalkar 1i

Mgmt For For Elect Director Mark C. Trudeau 1j

Mgmt For For Elect Director John C. Van Scoter 1k

Mgmt For For Elect Director Laura H. Wright 1l

Mgmt For For Elect Board Chairman Thomas J. Lynch 2

Mgmt For For Elect Daniel J. Phelan as Member of Management Development & Compensation Committee

3a

Mgmt For For Elect Paula A. Sneed as Member of Management Development & Compensation Committee

3b

Mgmt For For Elect John C. Van Scoter as Member of Management Development & Compensation Committee

3c

Mgmt For For Designate Rene Schwarzenbach as Independent

Proxy

4

Mgmt For For Accept Annual Report for Fiscal Year Ended

September 30, 2016

5.1

Mgmt For For Accept Statutory Financial Statements for Fiscal

Year Ended September 30, 2016

5.2

Mgmt For For Approve Consolidated Financial Statements for

Fiscal Year Ended September 30, 2016

5.3


Management

6

Mgmt For For Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2017

7.1

Mgmt For For Ratify Deloitte AG as Swiss Registered Auditors 7.2

Mgmt For For Ratify PricewaterhouseCoopers AG as Special

Auditors

7.3



8



Mgmt For For Approve the Increase in Maximum Aggregate

Remuneration of Executive Management

11

Mgmt For For Approve the Increase in Maximum Aggregate

Remuneration of Board of Directors

12

Page 1,179 of 1,384



TE Connectivity Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Allocation of Available Earnings at

September 30, 2016

13

Mgmt For For Approve Declaration of Dividend 14

Mgmt Against For Authorize Share Repurchase Program 15

Voter Rationale: A vote AGAINST this proposal is warranted because- The proposal language would permit the company to hold more than 10 percent of share capital in treasury, and- The repurchase proposal does not have a time limit.

Mgmt For For Approve Reduction of Share Capital 16

Mgmt Against For Adjourn Meeting 17

Voter Rationale: A vote AGAINST this proposal is warranted given that it is not narrowly crafted and there is an item on the agenda that do not warrant support.

Technicolor


Meeting Type: Annual/Special Ticker: TCH

Primary ISIN: FR0010918292 Primary SEDOL: B4MMD80

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2


EUR 0.06 per Share

3

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions and Acknowledge the Absence of New Transactions

4

Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.

Mgmt For For Reelect Hugues Lepic as Director 5

Mgmt For For Non-Binding Vote on Compensation of Didier

Lombard, Chairman of the Board

6

Mgmt For For Non-Binding Vote on Compensation of Frederic

Rose, CEO

7

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, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 1,180 of 1,384



Technicolor Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration Policy of Bruce Hack,

Chairman of the Board

8

Mgmt For For Approve Remuneration Policy of Frederic Rose,

CEO

9



10



11

Mgmt For For Amend Article 11.3 of Bylaws Re: Terms of Designation of Employee Representatives in the

Board of Directors

12



13

TechnoPro Holdings Inc.



Primary ISIN: JP3545240008 Primary SEDOL: BSM8SQ9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Dividend of JPY 62.79

Mgmt For For

Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt For For Elect Director Nishio, Yasuji 3.1

Mgmt Against For Elect Director Sato, Hiroshi 3.2


Mgmt Against For Elect Director Shimaoka, Gaku 3.3


Mgmt Against For Elect Director Asai, Koichiro 3.4


Page 1,181 of 1,384



TechnoPro Holdings Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Yagi, Takeshi 3.5


Mgmt Against For Elect Director Watabe, Tsunehiro 3.6


Mgmt For For Elect Director Yamada, Kazuhiko 3.7

Mgmt For For Elect Director Sakamoto, Harumi 3.8

Mgmt For For Appoint Statutory Auditor Takao, Mitsutoshi 4

Mgmt For For Appoint Alternate Statutory Auditor Kitaarai, Yoshio

5



Technotrans AG


Meeting Type: Annual Ticker: TTR1

Primary ISIN: DE000A0XYGA7 Primary SEDOL: 5413700

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




EUR 0.55 per Share

2


Fiscal 2016

3


Fiscal 2016

4


Techtronic Industries Co., Ltd.



Primary ISIN: HK0669013440 Primary SEDOL: B0190C7

Page 1,182 of 1,384



Techtronic Industries Co., Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Mgmt For For Elect Horst Julius Pudwill as Director 3a

Mgmt For For Elect Joseph Galli Jr. as Director 3b

Mgmt For For Elect Peter David Sullivan as Director 3c

Mgmt Against For Elect Vincent Ting Kau Cheung as Director 3d

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 chairmanship could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Johannes-Gerhard Hesse as Director 3e


Directors

3f



4



5



Mgmt Against For Adopt Share Option Scheme 8

TEGNA Inc.


Meeting Type: Annual Ticker: TGNA

Primary ISIN: US87901J1051 Primary SEDOL: BZ0P3Z5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jennifer Dulski Mgmt For For

Mgmt For For Elect Director Howard D. Elias 1b

Mgmt For For Elect Director Lidia Fonseca 1c

Mgmt For For Elect Director Jill Greenthal 1d

Page 1,183 of 1,384



TEGNA Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Marjorie Magner 1e

Mgmt For For Elect Director Gracia C. Martore 1f

Mgmt For For Elect Director Scott K. McCune 1g

Mgmt For For Elect Director Henry W. McGee 1h

Mgmt For For Elect Director Susan Ness 1i

Mgmt For For Elect Director Bruce P. Nolop 1j

Mgmt For For Elect Director Neal Shapiro 1k




3

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, 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 of time.


Teijin Ltd.




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Oyagi, Shigeo Mgmt For For

Mgmt For For Elect Director Suzuki, Jun 1.2

Mgmt For For Elect Director Yamamoto, Kazuhiro 1.3

Mgmt For For Elect Director Uno, Hiroshi 1.4

Mgmt For For Elect Director Takesue, Yasumichi 1.5

Mgmt For For Elect Director Sonobe, Yoshihisa 1.6

Mgmt For For Elect Director Iimura, Yutaka 1.7

Mgmt For For Elect Director Seki, Nobuo 1.8

Mgmt For For Elect Director Seno, Kenichiro 1.9

Page 1,184 of 1,384



Teijin Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Otsubo, Fumio 1.10

Mgmt For For Appoint Statutory Auditor Nakayama, Hitomi 2

Telecom Italia Spa


Meeting Type: Annual Ticker: TIT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


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 of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. 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 Shareholder Proposals Submitted by Vivendi SA

SH For None Fix Number of Directors 3.1

Voter Rationale: This item warrants a vote FOR as it is routine and non-contentious.

SH For None Fix Board Terms for Directors 3.2

Voter Rationale: This item warrants a vote FOR as it is routine and non-contentious.

SH For None Approve Remuneration of Directors 3.3

Voter Rationale: This item warrants a vote FOR because the proposed non-executive remuneration has been disclosed.However, this is not without concerns because the proposed remuneration may be excessive compared to peers.

Mgmt Appoint Directors (Slate Election) - Choose One of the Following Slates

SH Do Not Vote None Slate Submitted by Vivendi SA 3.4.1

Voter Rationale: This slate warrants DO NOT VOTE because:- Shareholders can support only one slate.- This board election is not contentious. All candidates on ballot will be appointed.- This slate contains one overboarded director (Arnaud de Puyfontaine).- The slate filed under item 3.2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.

Page 1,185 of 1,384



Telecom Italia Spa Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


(Assogestioni)

3.4.2

Voter Rationale: This resolution warrants a vote FOR because:- Shareholders can support only one slate.- This board election is not contentious.- This slate has been put forth by minority shareholders, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.- Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.

Mgmt Shareholder Proposal Submitted by Vivendi SA

SH Against None Authorize New Directors to Assume Positions in Competing Companies

3.5

Voter Rationale: A vote AGAINST is warranted considering the lack of disclosure on the rationale and directors targeted by this proposal.

Telefonaktiebolaget LM Ericsson


Meeting Type: Annual Ticker: ERIC B


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction







Reports

6



Reports

8.1

Mgmt For For Approve Discharge of Board and President 8.2


SEK 1 Per Share

8.3



9

Page 1,186 of 1,384



Telefonaktiebolaget LM Ericsson Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 4.1 Million for Chairman and SEK 990,000 for Other Directors, Approve Remuneration for Committee Work

10

Mgmt For For Elect Jon Baksaas as New Director 11.1

Mgmt Against For Elect Jan Carlson as New Director 11.2


Mgmt For For Reelect Nora Denzel as Director 11.3

Mgmt For For Reelect Borje Ekholm as Director 11.4

Mgmt For For Elect Eric Elzvik as New Director 11.5

Mgmt For For Reelect Leif Johansson as Director 11.6

Mgmt For For Reelect Kristin Lund as Director 11.7

Mgmt For For Reelect Kristin Rinne as Director 11.8

Mgmt For For Reelect Sukhinder Cassidy as Director 11.9

Mgmt Against For Reelect Helena Stjernholm as Director 11.10


Mgmt For For Reelect Jacob Wallenberg as Director 11.11

Mgmt For For Reappoint Leif Johansson as Board Chairman 12

Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)

13







16

Mgmt For For Approve Long-Term Variable Compensation

Program 2017 (LTV 2017)

17.1

Mgmt For For Authorize Transfer of up to 2.2 Million B Shares in Connection to LTV 2017; Approve Reissuance of 800,000 B Shares to Cover Expenses; Approve Directed Issuance of up to 3 Million C Shares; Approve Directed Repurchase of up to 3

Million C Shares

17.2

Page 1,187 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Equity Swap Agreement with Third

Party as Alternative Financing

17.3

Voter Rationale: Directors should not use derivatives or other instruments to hedge shareholding or unvested equity awards against negative share price movements.

Mgmt For For Approve Transfer of up to 19.8 Million Shares in Connection to LTV 2013, LTV 2014, LTV 2015

and LTV 2016

18

Mgmt Shareholder Proposals Submitted by Einar Hellbom and Thorwald Arvidsson

SH For None Require the Board to Present a Proposal on Equal Voting Rights for All Shares at the AGM

2018

19

Voter Rationale: A vote FOR this item is warranted, as this resolution concerns a plan of providing all shares with equal voting rights, which would bring shareholder voting rights in line with their equity capital commitment.


20

Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.

SH Against None Amend Articles Re: Voting Power Differences 21.1



Board of Directors

21.2


SH Against None Adopt Vision Regarding Work Place Accidents in

the Company

22.1


SH Against None Require Board to Appoint Work Group

Regarding Work Place Accidents

22.2

Voter Rationale: A vote AGAINST Items 20-23 is warranted, as these proposals either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.

SH Against None Require Report on the Work Regarding Work Place Accidents to be Published at AGM and

Include the Report in Annual Report

22.3



22.4


Page 1,188 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification Within the Company

22.5


SH Against None Require the Results from the Working Group Concerning Item 22.4 to be Reported to the

AGM

22.6


SH Against None Request Board to Take Necessary Action to Create a Shareholders' Association

22.7



22.8


SH Against None Request Board to Propose to the Appropriate Authority to Bring About a Changed Regulation in the Area Relating to Item 22.8

22.9


SH Against None Require Nomination Committee to Consider

Matters Related to Ethics, Gender and Ethnicity

22.10


SH Against None Request Board to Propose to the Swedish Government to Draw Attention to the Need for Introducing a "cool-off" Period For Politicians

22.11



22.12


SH Against None Assign Special Examiner to Examine if Corruption has Occurred in the Company's

Business

23



Page 1,189 of 1,384



Telefonica S.A.


Meeting Type: Annual Ticker: TEF

Primary ISIN: ES0178430E18 Primary SEDOL: 5732524

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve Consolidated and Standalone Financial Statements

Mgmt For For

Mgmt For For Approve Discharge of Board 1.2


Mgmt For For Reelect Jose Maria Alvarez-Pallete Lopez as Director

3.1


Mgmt Against For Reelect Ignacio Moreno Martinez as Director 3.2

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Ratify Appointment of and Elect Francisco Jose Riberas Mera as Director

3.3


Mgmt For For Ratify Appointment of and Elect Carmen Garcia

de Andres as Director

3.4

Mgmt For For Fix Number of Directors at 17 4

Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors. In this case, the board is comprised of 18 members. Under this item, the company therefore proposes to reduce the board size from 18 to 17 directors. Although the proposed board size still exceeds the local best practice recommendations of a maximum of 15 directors, the reduction is a positive development.

Mgmt For For Approve Dividends Charged to Unrestricted

Reserves

5

Mgmt Against For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 25 Billion with Exclusion of Preemptive Rights up to 20 Percent

of Capital

6



7

Mgmt For For Advisory Vote on Remuneration Report 8

Page 1,190 of 1,384



Teleperformance SE


Meeting Type: Annual/Special Ticker: RCF


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2


3

Mgmt For For Receive Auditors' Special Report on Related-Party Transactions Mentioning the

Absence of New Transactions

4

Mgmt Against For Non-Binding Vote on Compensation of Daniel Julien, Chairman of the Board

5

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, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.

Mgmt Against For Non-Binding Vote on Compensation of Paulo Cesar Salles Vasques, CEO

6

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, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.

Mgmt Against For Approve Remuneration Policy of Chairman of

the Board

7

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. 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.

Mgmt Against For Approve Remuneration Policy of CEO 8

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Finally, 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 Reelect Philippe Dominati as Director 9

Mgmt For For Reelect Christobel Selecky as Director 10

Page 1,191 of 1,384



Teleperformance SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Angela Maria Sierra-Moreno as Director 11


Aggregate Amount of EUR 720,000

12

Mgmt For For Renew Appointment of Deloitte & Associes SA

as Auditor

13

Mgmt For For Renew Appointment of KPMG Audit IS SAS as

Auditor

14



15




16


17


18

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 28 Million

19



20


21

Telia Company AB


Meeting Type: Annual Ticker: TELIA


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction





Page 1,192 of 1,384



Telia Company AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Receive Financial Statements and Statutory Reports; Receive Report by Chairman of the Board; Receive CEO's report

6


Reports

7


SEK 2 Per Share

8




10

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.65 Million to Chair, SEK 795,000 to Vice Chair and SEK 560,000 to Other Directors; Approve Remuneration for Committee

Work

11

Mgmt For For Reelect Susanna Campbell as Director 12a

Mgmt For For Reelect Marie Ehrling as Director 12b

Mgmt For For Reelect Olli-Pekka Kallasvuo as Director 12c

Mgmt For For Reelect Mikko Kosonen as Director 12d

Mgmt For For Reelect Nina Linander as Director 12e

Mgmt For For Reelect Martin Lorentzon as Director 12f

Mgmt For For Reelect Anna Settman as Director 12g

Mgmt For For Reelect Olaf Swantee as Director 12h

Mgmt For For Reelect Marie Ehrling as Board Chairman 13a

Mgmt For For Reelect Olli-Pekka Kallasvuo as Vice Chairman 13b

Mgmt For For Determine Number of Auditors (1) and Deputy

Auditors (0)

14




17



18



19

Page 1,193 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Performance Share Program for Key

Employees

20a


Mgmt Against For Approve Transfer of Shares in Connection with Performance Share Program

20b


Mgmt Shareholder Proposals Submitted by Thorwald Arvidsson


21a

Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.

SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity

21b


SH Against None Require the Results from the Working Group Concerning Item 21a to be Reported to the AGM

21c



Create a New Shareholders' Association

21d



21e


SH Against None Instruct the Nomination Committee to Pay Extra Attention to Questions Concerning Ethics,

Gender, and Ethnicity

21f



21g


Page 1,194 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Instruct the Board to Perform an Investigation About How the Main Ownership Has Been Exercised By The Governments of Finland and Sweden

21h


SH Against None Instruct the Board to Peform an Investigation About the Relationship Between the Current Shareholders Association and the Company, Paying Particular Attention to the Financial

Aspects

21i


SH Against None Instruct the Board to Perform an Investigation of the Company's Non-European Business, Paying Particular Attention to the Actions of the Board, CEO and Auditors

21j


SH Against None Require the Materials From the Investigation Concerning item 21j to be Made Public Both Internally and Externally

21k



Board of Directors

22


Telit Communications PLC


Meeting Type: Annual Ticker: TCM

Primary ISIN: GB00B06GM726 Primary SEDOL: B06GM72

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Page 1,195 of 1,384



Telit Communications PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: The terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Finally, 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 Re-elect Yosi Fait as Director 6

Mgmt Against For Re-elect Lars Reger as Director 7



8

Mgmt For For Approve Scrip Dividend Policy 9


10


Telstra Corporation Limited


Meeting Type: Annual Ticker: TLS

Primary ISIN: AU000000TLS2 Primary SEDOL: 6087289

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

3a Elect Peter Hearl as Director Mgmt For For

Mgmt For For Elect John Mullen as Director 3b

Mgmt For For Approve Grant of Restricted Shares and

Performance Rights to Andrew Penn

4

Voter Rationale: Companies should base vesting levels on multiple performance criteria that reflect both absolute and relative financial metrics rather than a single performance criterion, and should stagger vesting to reward progressively better performance.


Voter Rationale: 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 1,196 of 1,384



Temenos Group AG


Meeting Type: Annual Ticker: TEMN


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



3


4

Mgmt For For Approve Creation of CHF 69.5 Million Pool of Capital without Preemptive Rights

5

Mgmt For For Approve Remuneration of Directors in the Amount of USD 7.4 Million

6.1

Mgmt For For Approve Remuneration of Executive Committee in the Amount of USD 18.5 Million

6.2

Mgmt For For Elect Peter Spenser as Director 7.1

Mgmt For For Reelect Andreas Andreades as Director and Board Chairman

7.2.1

Mgmt For For Reelect Sergio Giacoletto-Roggio as Director 7.2.2

Mgmt For For Reelect George Koukis as Director 7.2.3

Mgmt For For Reelect Ian Cookson as Director 7.2.4

Mgmt For For Reelect Thilbault de Tersant as Director 7.2.5

Mgmt For For Reelect Erik Hansen as Director 7.2.6

Mgmt For For Reelect Yok Tak Amy Yip as Director 7.2.7

Mgmt For For Appoint Yok Tak Amy Yip as Member of the Compensation Committee

8.1

Mgmt For For Appoint Sergio Giacoletto-Roggio as Member of the Compensation Committee

8.2.1

Mgmt For For Appoint Ian Cookson as Member of the Compensation Committee

8.2.2

Mgmt For For Appoint Erik Hansen as Member of the Compensation Committee

8.2.3

Mgmt For For Designate Perreard de Boccard as Independent Proxy

9

Mgmt For For Ratify PricewaterhouseCoopers SA as Auditors 10

Page 1,197 of 1,384



Temenos Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Tencent Holdings Ltd.



Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Mgmt For For Elect Lau Chi Ping Martin as Director 3a

Mgmt For For Elect Charles St Leger Searle as Director 3b

Mgmt Against For Elect Yang Siu Shun as Director 3c

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


Directors

3d

Mgmt For For Approve PricewaterhouseCoopers as Auditor


4



5

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



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

Mgmt Against For Adopt 2017 Share Option 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. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Page 1,198 of 1,384



Tencent Holdings Ltd.



Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Adopt Share Option Plan of Tencent Music Entertainment Group

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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Teradata Corporation


Meeting Type: Annual Ticker: TDC

Primary ISIN: US88076W1036 Primary SEDOL: B247H10

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Nancy E. Cooper Mgmt For For


Mgmt For For Elect Director Daniel R. Fishback 1b


Mgmt For For Elect Director David E. Kepler 1c


Mgmt For For Elect Director William S. Stavropoulos 1d



2

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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.

Page 1,199 of 1,384



Teradata Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Terna SpA


Meeting Type: Special Ticker: TRN

Primary ISIN: IT0003242622 Primary SEDOL: B01BN57

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Amend Articles 14.3 and 26.2 Re: Board of Directors and Board of Internal Auditors

1

Terna SpA


Meeting Type: Annual Ticker: TRN

Primary ISIN: IT0003242622 Primary SEDOL: B01BN57

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Reports

1


Mgmt Shareholder Proposal Submitted by CDP RETI

SpA

SH For None Approve Number of Director and Length of

Their Mandate

3

Mgmt Appoint Directors (Slate Election) - Choose One

of the Following Slates

SH Do Not Vote None Slate Submitted by CDP RETI SpA 4.1

Page 1,200 of 1,384



Terna SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


(Assogestioni)

4.2

Mgmt Shareholder Proposals Submitted by CDP RETI

SpA

SH For None Elect Catia Bastioli as Board Chair 5

SH For None Approve Remuneration of Directors 6

Mgmt Appoint Internal Statutory Auditors (Slate

Election) - Choose One of the Following Slates

SH Against None Slate Submitted by CDP RETI SpA 7.1


(Assogestioni)

7.2

Mgmt Shareholder Proposal Submitted by CDP RETI

SpA

SH For None Approve Internal Auditors' Remuneration 8



Mgmt Against None Deliberations on Possible Legal Action Against

Directors if Presented by Shareholders

A

Tesco PLC


Meeting Type: Annual Ticker: TSCO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Elect Steve Golsby as Director 3

Mgmt For For Re-elect John Allan as Director 4

Mgmt For For Re-elect Dave Lewis as Director 5

Mgmt For For Re-elect Mark Armour as Director 6

Page 1,201 of 1,384



Tesco PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Byron Grote as Director 7

Mgmt For For Re-elect Mikael Olsson as Director 8

Mgmt For For Re-elect Deanna Oppenheimer as Director 9

Mgmt For For Re-elect Simon Patterson as Director 10

Mgmt For For Re-elect Alison Platt as Director 11

Mgmt For For Re-elect Lindsey Pownall as Director 12

Mgmt For For Re-elect Alan Stewart as Director 13




Rights

16


Rights

17


18



Expenditure

20



21

Tesoro Corporation


Meeting Type: Special Ticker: TSO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Acquisition Mgmt For For

Mgmt For For Increase Authorized Common Stock 2


Page 1,202 of 1,384



Tesoro Corporation


Meeting Type: Annual Ticker: TSO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Rodney F. Chase Mgmt For For

Mgmt For For Elect Director Edward G. Galante 1.2

Mgmt For For Elect Director Gregory J. Goff 1.3

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 for preserving accountability. Furthermore, 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 David Lilley 1.4

Mgmt For For Elect Director Mary Pat McCarthy 1.5

Mgmt For For Elect Director J.W. Nokes 1.6

Mgmt For For Elect Director William H. Schumann, III 1.7

Mgmt For For Elect Director Susan Tomasky 1.8

Mgmt For For Elect Director Michael E. Wiley 1.9

Mgmt For For Elect Director Patrick Y. Yang 1.10


2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.



Texas Instruments Incorporated


Meeting Type: Annual Ticker: TXN


Page 1,203 of 1,384



Texas Instruments Incorporated

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Ralph W. Babb, Jr. Mgmt For For

Mgmt For For Elect Director Mark A. Blinn 1b

Mgmt Against For Elect Director Todd M. Bluedorn 1c


Mgmt Against For Elect Director Daniel A. Carp 1d


Mgmt For For Elect Director Janet F. Clark 1e

Mgmt Against For Elect Director Carrie S. Cox 1f


Mgmt For For Elect Director Jean M. Hobby 1g

Mgmt For For Elect Director Ronald Kirk 1h

Mgmt Against For Elect Director Pamela H. Patsley 1i


Mgmt For For Elect Director Robert E. Sanchez 1j

Mgmt Against For Elect Director Wayne R. Sanders 1k


Mgmt For For Elect Director Richard K. Templeton 1l




2

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. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.




Page 1,204 of 1,384



TGS Nopec Geophysical Co. ASA


Meeting Type: Annual Ticker: TGS

Primary ISIN: NO0003078800 Primary SEDOL: B15SLC4


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Registration of Attending

Shareholders and Proxies

Mgmt


2


Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Accept Board's Report

4

Mgmt Do Not Vote For Approve Remuneration of Auditors in the

Amount of USD 154,000 for Fiscal Year 2016

5

Mgmt Do Not Vote For Reelect Henry H. Hamilton III (Chairman) as

Director

6a

Mgmt Do Not Vote For Reelect Mark Leonard as Director 6b

Mgmt Do Not Vote For Reelect Vicki Messer as Director 6c

Mgmt Do Not Vote For Reelect Tor Lonnum as Director 6d

Mgmt Do Not Vote For Reelect Wenche Agerup as Director 6e

Mgmt Do Not Vote For Reelect Elisabeth Grieg as Director 6f

Mgmt Do Not Vote For Reelect Torstein Sanness as Director 6g

Mgmt Do Not Vote For Elect Nils Dyvik as Director 6h

Mgmt Do Not Vote For Approve Remuneration of Directors 7

Mgmt Do Not Vote For Elect Tor Himberg-Larsen as Chairman of


8a

Mgmt Do Not Vote For Elect Christina Stray as Member of Nominating

Committee

8b

Mgmt Do Not Vote For Approve Remuneration of Nominating Committee Members

9

Mgmt Discuss Company's Corporate Governance Statement

10

Page 1,205 of 1,384



TGS Nopec Geophysical Co. ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms


11

Mgmt Do Not Vote For Approve Restricted Stock Incentive Plan LTIP

2017

12

Mgmt Do Not Vote For Authorize Share Repurchase Program 13



14a

Mgmt Do Not Vote For Approve Issuance of Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of NOK 2.25 Billion; Approve Creation of NOK 2.6 Million Pool of Capital to Guarantee

Conversion Rights

14b

Mgmt Do Not Vote For Authorize the Board to Pay Dividends 15

Thai Beverage PCL


Meeting Type: Annual Ticker: Y92

Primary ISIN: TH0902010014 Primary SEDOL: B15F664

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Acknowledge Business Operation for 2016 and the Report of the Board of Directors

2

Mgmt For For Approve Financial Statements and Auditors' Reports

3

Mgmt For For Approve Dividend Payment and Appropriation for Legal Reserve

4

Mgmt For For Elect Michael Lau Hwai Keong as Director 5.1.1

Mgmt For For Elect Sakthip Krairiksh as Director 5.1.2

Mgmt For For Elect Pornchai Matangkasombut as Director 5.1.3

Mgmt For For Elect Choo-Chat Kambhu Na Ayudhya as Director

5.1.4

Mgmt Against For Elect Vivat Tejapaibul as Director 5.1.5

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.

Page 1,206 of 1,384



Thai Beverage PCL Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Panote Sirivadhanabhakdi as Director 5.1.6

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity. Furthermore, 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 Thapana Sirivadhanabhakdi as Director 5.1.7


Mgmt For For Approve Determination of Director Authorities 5.2


Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration

7

Mgmt For For Approve D&O Insurance for Directors and Executives

8

Mgmt For For Approve Mandate for Interested Person Transactions

9

Mgmt Against For Amend Company's Objectives and Amend Memorandum of Association

10

Voter Rationale: A vote AGAINST this proposal is warranted given the lack of details on the proposed structure of the treasury company and the risks associated with the establishment of a treasury center.



Thai Oil Public Company Limited


Meeting Type: Annual Ticker: TOP

Primary ISIN: TH0796010005 Primary SEDOL: B0300P1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Acknowledge 2016 Operating Results and

Approve Financial Statements

Mgmt For For




Page 1,207 of 1,384



Thai Oil Public Company Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve KPMG Phoomchai Audit Ltd. One as Auditors and Authorize Board to Fix Their Remuneration

4

Mgmt For For Elect Chen Namchaisiri as Director 5.1

Mgmt For For Elect Suttipong Inseeyong as Director 5.2

Mgmt For For Elect Yongyut Jantararotai as Director 5.3

Mgmt For For Elect NitimaThepvanangkul as Director 5.4

Mgmt For For Elect Aek Angsananont as Director 5.5

Mgmt For For Authorize Issuance of Debentures 6



Thaicom PCL


Meeting Type: Annual Ticker: THCOM

Primary ISIN: TH0380010Y07 Primary SEDOL: B014JZ8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Matters to be Informed Mgmt

Mgmt For For Approve Minutes of Previous Meeting 2

Mgmt Acknowledge Operating Results 3



5

Mgmt For For Approve Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd as Auditors and Authorize Board to Fix

Their Remuneration

6

Mgmt Against For Elect Charintorn Vongspootorn as Director 7.1

Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Samrieng Mekkriengkrai as Director 7.2

Mgmt For For Elect Paiboon Panuwattanawong as Director 7.3

Page 1,208 of 1,384



Thaicom PCL Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Virasak Kittivat as Director 8

Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors


Mgmt For For Amend Company Objectives and Amend Memorandum of Association

10

Mgmt For For Approve on Determination of the Business Domination by Foreigner

11



Thales


Meeting Type: Annual/Special Ticker: HO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt Against For Ratify Appointment of Delphine Geny-Stephann as Director

4


Mgmt Against For Reelect Philippe Lepinay as Representative of Employee Shareholders to the Board

5


Mgmt Against For Non-Binding Vote on Compensation of Patrice

Caine, CEO and Chairman

6

Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. 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, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Page 1,209 of 1,384



Thales Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Remuneration Policy of Patrice Caine,

CEO and Chairman

7

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


8



9



10

Mgmt Against For Elect Laurence Broseta as Director 11


Mgmt Against For Elect Delphine Geny-Stephann as Director 12

Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt Against For Elect Laurent Collet-Billon as Director 13


Thanachart Capital PCL


Meeting Type: Annual Ticker: TCAP

Primary ISIN: TH0083A10Z03 Primary SEDOL: BY7QHS5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Acknowledge Operating Results 2



4

Mgmt For For Approve Performance Allowance of Directors 5.1

Page 1,210 of 1,384



Thanachart Capital PCL Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Remuneration of Directors and

Members Sub-Committees in 2017

5.2

Mgmt For For Elect Suphadej Poonpipat as Director 6.1

Mgmt Against For Elect Siripen Sitasuwan as Director 6.2

Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition the remuneration and the nomination committee should be independent and this director's memberships could hamper the committees' impartiality and effectiveness.

Mgmt For For Elect Tiraphot Vajrabhaya as Director 6.3

Mgmt For For Approve EY Office Limited as Auditors and Authorize Board to Fix Their Remuneration

7



The Allstate Corporation


Meeting Type: Annual Ticker: ALL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kermit R. Crawford Mgmt For For

Mgmt For For Elect Director Michael L. Eskew 1b

Mgmt For For Elect Director Siddharth N. (Bobby) Mehta 1c

Mgmt For For Elect Director Jacques P. Perold 1d

Mgmt For For Elect Director Andrea Redmond 1e

Mgmt For For Elect Director John W. Rowe 1f

Mgmt Against For Elect Director Judith A. Sprieser 1g

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Mary Alice Taylor 1h


Mgmt For For Elect Director Perry M. Traquina 1i

Page 1,211 of 1,384



The Allstate Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas J. Wilson 1j



2



Mgmt Against For Approve Non-Employee Director Omnibus Stock Plan

4

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



SH For Against Require Independent Board Chairman 6

Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.

SH For Against Lead Director Qualifications 7

Voter Rationale: We share the proponents view that directors who have been serving on the board for more than 12 years should not be considered independent.

SH Abstain Against Political Contributions Disclosure 8

Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.

The Bank of New York Mellon Corporation


Meeting Type: Annual Ticker: BK

Primary ISIN: US0640581007 Primary SEDOL: B1Z77F6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Linda Z. Cook Mgmt For For

Mgmt For For Elect Director Nicholas M. Donofrio 1.2

Mgmt For For Elect Director Joseph J. Echevarria 1.3

Page 1,212 of 1,384



The Bank of New York Mellon Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Edward P. Garden 1.4

Mgmt For For Elect Director Jeffrey A. Goldstein 1.5

Mgmt For For Elect Director Gerald L. Hassell 1.6


Mgmt For For Elect Director John M. Hinshaw 1.7

Mgmt For For Elect Director Edmund F. "Ted" Kelly 1.8

Mgmt For For Elect Director John A. Luke, Jr. 1.9

Mgmt For For Elect Director Jennifer B. Morgan 1.10

Mgmt For For Elect Director Mark A. Nordenberg 1.11

Mgmt For For Elect Director Elizabeth E. Robinson 1.12

Mgmt For For Elect Director Samuel C. Scott, III 1.13


2



SH Against Against Report on and Assess Proxy Voting Policies in Relation to Climate Change Position

5

The Bank Of Nova Scotia


Meeting Type: Annual Ticker: BNS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Nora A. Aufreiter 1.1

Mgmt For For Elect Director Guillermo E. Babatz 1.2

Mgmt For For Elect Director Scott B. Bonham 1.3

Mgmt For For Elect Director Charles H. Dallara 1.4

Mgmt For For Elect Director William R. Fatt 1.5

Mgmt For For Elect Director Tiff Macklem 1.6

Page 1,213 of 1,384



The Bank Of Nova Scotia Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Thomas C. O'Neill 1.7

Mgmt For For Elect Director Eduardo Pacheco 1.8

Mgmt For For Elect Director Brian J. Porter 1.9

Mgmt For For Elect Director Una M. Power 1.10

Mgmt For For Elect Director Aaron W. Regent 1.11

Mgmt For For Elect Director Indira V. Samarasekera 1.12

Mgmt For For Elect Director Susan L. Segal 1.13

Mgmt For For Elect Director Barbara S. Thomas 1.14

Mgmt For For Elect Director L. Scott Thomson 1.15



Approach

3


Mgmt Shareholder Proposal

SH Against Against SP1: Adopt a Policy of Withdrawal from Tax Havens or Low Tax Jurisdictions

4

The Berkeley Group Holdings plc


Meeting Type: Special Ticker: BKG

Primary ISIN: GB00B02L3W35 Primary SEDOL: B02L3W3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Remuneration Policy Mgmt For For

Mgmt For For Amend 2011 Long Term Incentive Plan 2

Mgmt For For Approve Increase on the Limit to the Aggregate

Annual Fees Payable to Non-executive Directors

3

Mgmt For For Approve Sale of Plot 6.4.1 and Car Parking

Space to Sean Ellis

4

Page 1,214 of 1,384



The Berkeley Group Holdings plc


Meeting Type: Annual Ticker: BKG

Primary ISIN: GB00B02L3W35 Primary SEDOL: B02L3W3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For


Mgmt For For Re-elect Tony Pidgley as Director 3

Mgmt For For Re-elect Rob Perrins as Director 4

Mgmt For For Re-elect Richard Stearn as Director 5

Mgmt For For Re-elect Karl Whiteman as Director 6

Mgmt For For Re-elect Sean Ellis as Director 7

Mgmt For For Re-elect Sir John Armitt as Director 8

Mgmt For For Re-elect Alison Nimmo as Director 9

Mgmt For For Re-elect Veronica Wadley as Director 10

Mgmt For For Re-elect Glyn Barker as Director 11

Mgmt For For Re-elect Adrian Li as Director 12

Voter Rationale: We note the high number of external board roles held by Adam Li and will continue to monitor the situation going forward. The company provides commentary on the situation and his attendance is considered appropriate.

Mgmt For For Re-elect Andy Myers as Director 13

Mgmt For For Re-elect Diana Brightmore-Armour as Director 14



16


17


18



19



21


22

Page 1,215 of 1,384



The Boeing Company


Meeting Type: Annual Ticker: BA


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Robert A. Bradway Mgmt For For

Mgmt For For Elect Director David L. Calhoun 1b

Mgmt For For Elect Director Arthur D. Collins, Jr. 1c

Mgmt Against For Elect Director Kenneth M. Duberstein 1d


Mgmt For For Elect Director Edmund P. Giambastiani, Jr. 1e

Mgmt For For Elect Director Lynn J. Good 1f

Mgmt For For Elect Director Lawrence W. Kellner 1g

Mgmt For For Elect Director Edward M. Liddy 1h

Mgmt For For Elect Director Dennis A. Muilenburg 1i

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 for preserving accountability.

Mgmt For For Elect Director Susan C. Schwab 1j

Mgmt Against For Elect Director Randall L. Stephenson 1k


Mgmt For For Elect Director Ronald A. Williams 1l

Mgmt Against For Elect Director Mike S. Zafirovski 1m




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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.




Page 1,216 of 1,384



The Boeing Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Report on Lobbying Payments and Policy 5


SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

6

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.

SH Against Against Report on Weapon Sales to Israel 7

Voter Rationale: The proposal is overly prescriptive in its current form.

SH Abstain Against Adopt Holy Land Principles 8

Voter Rationale: The proposal is overly prescriptive. We encourage companies to employ fair employment practices through the implementation and enforcement of robust equal opportunity employment policies.

The Charles Schwab Corporation


Meeting Type: Annual Ticker: SCHW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William S. Haraf 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. 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 Against For Elect Director Frank C. Herringer 1b

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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.Moreover, this director is not sufficiently independent to serve as the independent lead director. In addition, this director is not sufficiently independent to serve as the independent lead director.

Page 1,217 of 1,384



The Charles Schwab Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Stephen T. McLin 1c

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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.Moreover, directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors. 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 Against For Elect Director Roger O. Walther 1d

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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.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 Against For Elect Director Robert N. Wilson 1e

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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. 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.






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 sufficiently long period of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Voter Rationale: Enhanced controls over and disclosure of company and trade association lobbying is a growing good practice. Transparency around the company's primary lobbying issues and positions, as well as its key relationships with trade associations that engage on lobbying on its behalf, is advisable.

SH For Against Prepare Employment Diversity Report and

Report on Diversity Policies

6


Page 1,218 of 1,384



The Charles Schwab Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Adopt Proxy Access Right 7

Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.

SH For Against Provide Vote Counting to Exclude Abstentions 8

Voter Rationale: Uninstructed broker votes should not be counted as indicating support for management automatically. Any uninstructed votes should be excluded from vote tallies.

The Coca-Cola Company


Meeting Type: Annual Ticker: KO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Herbert A. Allen Mgmt For Against


Mgmt Against For Elect Director Ronald W. Allen 1.2


Mgmt For For Elect Director Marc Bolland 1.3

Mgmt For For Elect Director Ana Botin 1.4

Mgmt For For Elect Director Richard M. Daley 1.5

Mgmt Against For Elect Director Barry Diller 1.6


Mgmt For For Elect Director Helene D. Gayle 1.7

Mgmt For For Elect Director Alexis M. Herman 1.8

Mgmt For For Elect Director Muhtar Kent 1.9


Mgmt For For Elect Director Robert A. Kotick 1.10

Page 1,219 of 1,384



The Coca-Cola Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Maria Elena Lagomasino 1.11

Mgmt Against For Elect Director Sam Nunn 1.12


Mgmt For For Elect Director James Quincey 1.13

Mgmt For For Elect Director David B. Weinberg 1.14


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, 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.




SH Against Against Report on Human Rights Review on High-Risk Regions

5

Voter Rationale: In its current form, the proposal is overly prescriptive and the company's current disclosures are sufficiently robust

The Dow Chemical Company


Meeting Type: Annual Ticker: DOW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Ajay Banga Mgmt For For

Mgmt For For Elect Director Jacqueline K. Barton 1b

Mgmt For For Elect Director James A. Bell 1c

Mgmt For For Elect Director Richard K. Davis 1d

Page 1,220 of 1,384



The Dow Chemical Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Jeff M. Fettig 1e


Mgmt For For Elect Director Andrew N. Liveris 1f


Mgmt For For Elect Director Mark Loughridge 1g

Mgmt For For Elect Director Raymond J. Milchovich 1h

Mgmt For For Elect Director Robert S. (Steve) Miller 1i

Mgmt For For Elect Director Paul Polman 1j

Mgmt For For Elect Director Dennis H. Reilley 1k

Mgmt Against For Elect Director James M. Ringler 1l


Mgmt For For Elect Director Ruth G. Shaw 1m





3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.


The Dun & Bradstreet Corporation


Meeting Type: Annual Ticker: DNB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Robert P. Carrigan Mgmt For For

Page 1,221 of 1,384



The Dun & Bradstreet Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Elect Director Cindy Christy 1b

Mgmt Against For Elect Director L. Gordon Crovitz 1c


Mgmt For For Elect Director James N. Fernandez 1d

Mgmt For For Elect Director Paul R. Garcia 1e

Mgmt For For Elect Director Anastassia Lauterbach 1f

Mgmt For For Elect Director Thomas J. Manning 1g

Mgmt For For Elect Director Randall D. Mott 1h

Mgmt For For Elect Director Judith A. Reinsdorf 1i



3



The Estee Lauder Companies Inc.


Meeting Type: Annual Ticker: EL


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Charlene Barshefsky Mgmt For Withhold

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. 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. Furthermore, 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.

Page 1,222 of 1,384



The Estee Lauder Companies Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Wei Sun Christianson 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. 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 For For Elect Director Fabrizio Freda 1.3

Voter Rationale: 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, 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 Jane Lauder 1.4


Mgmt For For Elect Director Leonard A. Lauder 1.5





3



The Goldman Sachs Group, Inc.


Meeting Type: Annual Ticker: GS

Primary ISIN: US38141G1040 Primary SEDOL: 2407966

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lloyd C. Blankfein Mgmt For For


Mgmt For For Elect Director M. Michele Burns 1b

Mgmt For For Elect Director Mark A. Flaherty 1c

Mgmt For For Elect Director William W. George 1d

Mgmt For For Elect Director James A. Johnson 1e

Page 1,223 of 1,384



The Goldman Sachs Group, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Ellen J. Kullman 1f

Mgmt For For Elect Director Lakshmi N. Mittal 1g

Mgmt For For Elect Director Adebayo O. Ogunlesi 1h

Mgmt For For Elect Director Peter Oppenheimer 1i

Mgmt For For Elect Director David A. Viniar 1j

Mgmt For For Elect Director Mark O. Winkelman 1k



2

Voter Rationale: We cautiously support this executive compensation plan in recognition of the multi-year progress made by the Goldman Sachs' board to align executive compensation with performance (and shareholder experience). Following the high levels of votes against from investors for executive pay in 2016, the compensation committee has shown good responsiveness by listening to shareholders' concerns and making important changes to the pay plan in 2017 to address the issues raised. We welcome switching to an entirely performance-based equity, improving the structure of the performance share units (PSU), elimination of overlapping performance metrics in variable incentive programs and streamlining the overall plan to make it less complex. Overall disclosures in the proxy are also better.However, we do continue to have a number of concerns which we urge the company to reform in the coming year. These include: 1) We are not sufficiently convinced that the performance thresholds in the PSU are sufficiently stretching to promote and reward strong performance as well as drive shareholder value over a sufficiently long period of time. We believe that the lower threshold of 4% ROE (three year average) is too low. We also do not fundamentally support any pay outs for below median performance so, the current relative plan is still not sufficiently robust. While recognising that the company's performance in 2016 was sufficiently good compared to global industry peers, the remuneration committee should move to not allowing vesting of incentive awards for below median performance. 2) We continue to call for a more structured and less discretionary approach to determining annual compensation. The current plan requires better disclosure of specific performance metrics and targets.We have strong expectation that Goldman Sachs will continue to reform its pay approach in the future and to reflect some of our outstanding concerns. In future years, we will once again consider voting against the pay plan should these concerns not be adequately addressed.




The Home Depot, Inc.


Meeting Type: Annual Ticker: HD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gerard J. Arpey Mgmt For For

Mgmt For For Elect Director Ari Bousbib 1b

Page 1,224 of 1,384



The Home Depot, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Jeffery H. Boyd 1c

Mgmt For For Elect Director Gregory D. Brenneman 1d

Mgmt For For Elect Director J. Frank Brown 1e

Mgmt For For Elect Director Albert P. Carey 1f

Mgmt For For Elect Director Armando Codina 1g

Mgmt For For Elect Director Helena B. Foulkes 1h

Mgmt For For Elect Director Linda R. Gooden 1i

Mgmt For For Elect Director Wayne M. Hewett 1j

Mgmt For For Elect Director Karen L. Katen 1k

Mgmt For For Elect Director Craig A. Menear 1l


Mgmt For For Elect Director Mark Vadon 1m




3


SH For Against Prepare Employment Diversity Report and Report on Diversity Policies

5

Voter Rationale: The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.

SH Abstain Against Adopt Proxy Statement Reporting on Political Contributions and Advisory Vote

6

Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.

SH For Against Amend Articles/Bylaws/Charter - Call Special

Meetings

7

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.

Page 1,225 of 1,384



The PNC Financial Services Group, Inc.


Meeting Type: Annual Ticker: PNC


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Charles E. Bunch Mgmt For Against

Voter Rationale: Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Mgmt For For Elect Director Marjorie Rodgers Cheshire 1.2

Mgmt For For Elect Director William S. Demchak 1.3


Mgmt For For Elect Director Andrew T. Feldstein 1.4

Mgmt For For Elect Director Daniel R. Hesse 1.5

Mgmt For For Elect Director Kay Coles James 1.6

Mgmt Against For Elect Director Richard B. Kelson 1.7


Mgmt Against For Elect Director Jane G. Pepper 1.8


Mgmt For For Elect Director Donald J. Shepard 1.9

Mgmt Against For Elect Director Lorene K. Steffes 1.10


Mgmt Against For Elect Director Dennis F. Strigl 1.11


Mgmt Against For Elect Director Michael J. Ward 1.12


Mgmt For For Elect Director Gregory D. Wasson 1.13


Page 1,226 of 1,384



The PNC Financial Services Group, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



3




5

Voter Rationale: We are encouraged by current disclosures on diversity management. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.

The Procter & Gamble Company


Meeting Type: Proxy Contest Ticker: PG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proxy (Blue Proxy Card) Mgmt

Mgmt Do Not Vote For Elect Director Francis S. Blake 1.1

Mgmt Do Not Vote For Elect Director Angela F. Braly 1.2

Mgmt Do Not Vote For Elect Director Amy L. Chang 1.3

Mgmt Do Not Vote For Elect Director Kenneth I. Chenault 1.4

Mgmt Do Not Vote For Elect Director Scott D. Cook 1.5

Mgmt Do Not Vote For Elect Director Terry J. Lundgren 1.6

Mgmt Do Not Vote For Elect Director W. James McNerney, Jr. 1.7

Mgmt Do Not Vote For Elect Director David S. Taylor 1.8

Mgmt Do Not Vote For Elect Director Margaret C. Whitman 1.9

Mgmt Do Not Vote For Elect Director Patricia A. Woertz 1.10

Page 1,227 of 1,384



The Procter & Gamble Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Do Not Vote For Elect Director Ernesto Zedillo 1.11

Mgmt Do Not Vote For Ratify Deloitte & Touche LLP as Auditors 2

Mgmt Do Not Vote For Advisory Vote to Ratify Named Executive


3

Mgmt Do Not Vote One Year Advisory Vote on Say on Pay Frequency 4

SH Do Not Vote Against Adopt Holy Land Principles 5

SH Do Not Vote Against Report on Company Non-Discrimination Policies

in States with Pro-Discrimination Laws

6

SH Do Not Vote Against Report on Risks of Doing Business in

Conflict-Affected Areas

7

SH Do Not Vote Against Repeal Any Amendments to Code of Regulations

Adopted After April 8, 2016

8

Mgmt Dissident Proxy (White Proxy Card)

SH For For Elect Director Nelson Peltz 1.1

SH For For Management Nominee Francis S. Blake 1.2

SH For For Management Nominee Angela F. Braly 1.3

SH For For Management Nominee Amy L. Chang 1.4

SH For For Management Nominee Kenneth I. Chenault 1.5

SH For For Management Nominee Scott D. Cook 1.6

SH For For Management Nominee Terry J. Lundgren 1.7

SH For For Management Nominee W. James McNerney, Jr. 1.8

SH For For Management Nominee David S. Taylor 1.9

SH For For Management Nominee Margaret C. Whitman 1.10

SH For For Management Nominee Patricia A. Woertz 1.11

Mgmt For None Ratify Deloitte & Touche LLP as Auditors 2


Mgmt For None Advisory Vote to Ratify Named Executive Officers' Compensation

3


Mgmt One Year None Advisory Vote on Say on Pay Frequency 4

Page 1,228 of 1,384



The Procter & Gamble Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Abstain None Adopt Holy Land Principles 5

Voter Rationale: The proposal is overly prescriptive. We encourage companies to employ fair employment practices through the implementation and enforcement of robust equal opportunity employment policies.

SH Against None Report on Company Non-Discrimination Policies in States with Pro-Discrimination Laws

6

Voter Rationale: The company's current policies and practices substantially address the concerns raised in this proposal.

SH Against None Report on Risks of Doing Business in

Conflict-Affected Areas

7

Voter Rationale: The company's current policies and practices substantially address the concerns raised in this proposal.

SH For For Repeal Any Amendments to Code of Regulations Adopted After April 8, 2016

8

The Sage Group plc


Meeting Type: Annual Ticker: SGE

Primary ISIN: GB00B8C3BL03 Primary SEDOL: B8C3BL0

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Mgmt For For Re-elect Donald Brydon as Director 3

Mgmt For For Re-elect Neil Berkett as Director 4

Mgmt For For Re-elect Drummond Hall as Director 5

Mgmt For For Re-elect Steve Hare as Director 6

Mgmt For For Re-elect Jonathan Howell as Director 7

Mgmt For For Re-elect Stephen Kelly as Director 8


Mgmt For For Authorise the Audit and Risk Committee to Fix


10




12

Page 1,229 of 1,384



The Sage Group plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

13




15

The Scottish Salmon Company PLC


Meeting Type: Annual Ticker: SSC

Primary ISIN: JE00B61ZHN74 Primary SEDOL: B61ZHN7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Reelect Robert M Brown as a Director Mgmt For For

Mgmt For For Reelect Douglas Low as a Director 2

Mgmt For For Ratify Campbell Dallas LLP as Auditors 3

Mgmt For For Authorize Board to Fix Remuneration of Auditors 4


The Sherwin-Williams Company


Meeting Type: Annual Ticker: SHW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Arthur F. Anton Mgmt For For

Mgmt For For Elect Director David F. Hodnik 1.2

Mgmt Elect Director Thomas G. Kadien - Withdrawn 1.3

Mgmt For For Elect Director Richard J. Kramer 1.4

Page 1,230 of 1,384



The Sherwin-Williams Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Susan J. Kropf 1.5


Mgmt For For Elect Director John G. Morikis 1.6


Mgmt For For Elect Director Christine A. Poon 1.7

Mgmt For For Elect Director John M. Stropki 1.8

Mgmt For For Elect Director Michael H. Thaman 1.9

Mgmt For For Elect Director Matthew Thornton, III 1.10

Mgmt For For Elect Director Steven H. Wunning 1.11


2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.




Voter Rationale: This plan could lead to excessive dilution. 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Finally, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.



The TJX Companies, Inc.


Meeting Type: Annual Ticker: TJX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Zein Abdalla Mgmt For For

Page 1,231 of 1,384



The TJX Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

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 Jose B. Alvarez 1.2

Mgmt For For Elect Director Alan M. Bennett 1.3

Mgmt For For Elect Director David T. Ching 1.4


Mgmt For For Elect Director Ernie Herrman 1.5

Mgmt For For Elect Director Michael F. Hines 1.6

Mgmt For For Elect Director Amy B. Lane 1.7

Mgmt For For Elect Director Carol Meyrowitz 1.8


Mgmt For For Elect Director Jackwyn L. Nemerov 1.9

Mgmt Against For Elect Director John F. O'Brien 1.10

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Willow B. Shire 1.11

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. 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.






5


SH For Against Include Diversity as a Performance Metric 7

Voter Rationale: Social and environmental issues can affect long-term shareholder value and should be included where relevant in evaluations and compensation.

SH Against Against Report on Pay Disparity 8

Voter Rationale: The proposal is overly prescriptive. However, we encourage companies to monitor pay trends regularly as part of their internal assessment of their compensation practices and to take action where growing disparity is evident.

Page 1,232 of 1,384



The TJX Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Abstain Against Report on Gender, Race, or Ethnicity Pay Gap 9

Voter Rationale: We abstained because, while the issues of discrimination and glass ceilings pose serious risks to the company, a public report on pay distribution by race and gender is not an appropriate solution. In addition, the company`s policies and practices are aligned with industry practices.

SH Against Against Report on Net-Zero Greenhouse Gas Emissions 10

Voter Rationale: While we agree with the filers of this resolution that climate change presents ongoing and serious risks to shareholder value, we believe that the proposal is overly prescriptive and that the companies policies and practices substantially address the concerns raised in the resolution.

The Toronto-Dominion Bank


Meeting Type: Annual Ticker: TD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director William E. Bennett 1.1

Mgmt For For Elect Director Amy W. Brinkley 1.2

Mgmt For For Elect Director Brian C. Ferguson 1.3

Mgmt For For Elect Director Colleen A. Goggins 1.4

Mgmt For For Elect Director Mary Jo Haddad 1.5

Mgmt For For Elect Director Jean-Rene Halde 1.6

Mgmt For For Elect Director David E. Kepler 1.7

Mgmt For For Elect Director Brian M. Levitt 1.8

Mgmt For For Elect Director Alan N. MacGibbon 1.9

Mgmt For For Elect Director Karen E. Maidment 1.10

Mgmt For For Elect Director Bharat B. Masrani 1.11

Mgmt For For Elect Director Irene R. Miller 1.12

Mgmt For For Elect Director Nadir H. Mohamed 1.13

Mgmt For For Elect Director Claude Mongeau 1.14


Page 1,233 of 1,384



The Toronto-Dominion Bank Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Approach

3



SH Against Against SP A: Adopt a Policy Of Withdrawing From Tax Havens or Jurisdictions with Low Tax Rates

4

SH Against Against SP B: Adopt a Compensation Policy for its Highest-Ranking Executive that Provides for a Discretionary Downward Adjustment of Compensation in Case of Major Layoffs

5

SH Against Against SP C: Approve Creation of New Technology Committee

6

SH Against Against SP D: Approve Simplification and Improvement of the Management Disclosure on Executive Compensation in the Management Proxy Circular

7

SH Against Against SP E: Establish a Policy To Seek Shareholder Approval for Future Retirement or Severance

Agreements with Senior Executives

8

SH Against Against SP F: Fix the Number of Board Not Less than 12 and Not More Than 18

9

SH For Against SP G: Adopt Proxy Access Bylaw 10


The Travelers Companies, Inc.


Meeting Type: Annual Ticker: TRV


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Alan L. Beller Mgmt For For

Page 1,234 of 1,384



The Travelers Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director John H. Dasburg 1b

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. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt Against For Elect Director Janet M. Dolan 1c

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. In addition, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt Against For Elect Director Kenneth M. Duberstein 1d


Mgmt For For Elect Director Patricia L. Higgins 1e

Mgmt For For Elect Director William J. Kane 1f

Mgmt For For Elect Director Cleve L. Killingsworth, Jr. 1g

Mgmt For For Elect Director Philip T. (Pete) Ruegger, III 1h

Mgmt For For Elect Director Todd C. Schermerhorn 1i

Mgmt For For Elect Director Alan D. Schnitzer 1j

Mgmt For For Elect Director Donald J. Shepard 1k

Mgmt Against For Elect Director Laurie J. Thomsen 1l







4


Page 1,235 of 1,384



The Travelers Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.


Voter Rationale: Enhanced controls over and disclosure of company and trade association lobbying is a growing good practice. Transparency around the company's primary lobbying issues and positions, as well as its key relationships with trade associations that engage on lobbying on its behalf, is advisable.

SH Against Against Report on Gender Pay Gap 7


8


The Walt Disney Company


Meeting Type: Annual Ticker: DIS


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Susan E. Arnold Mgmt For For

Mgmt Against For Elect Director John S. Chen 1b

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, 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 Director Jack Dorsey 1c


Mgmt For For Elect Director Robert A. Iger 1d


Mgmt For For Elect Director Maria Elena Lagomasino 1e

Page 1,236 of 1,384



The Walt Disney Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Fred H. Langhammer 1f

Mgmt Against For Elect Director Aylwin B. Lewis 1g

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, 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 Director Robert W. Matschullat 1h


Mgmt For For Elect Director Mark G. Parker 1i

Mgmt For For Elect Director Sheryl K. Sandberg 1j

Mgmt For For Elect Director Orin C. Smith 1k




3




Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.

SH For Against Proxy Access Bylaw Amendment 6


The Western Union Company


Meeting Type: Annual Ticker: WU

Primary ISIN: US9598021098 Primary SEDOL: B1F76F9

Page 1,237 of 1,384



The Western Union Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Martin I. Cole Mgmt For For

Mgmt For For Elect Director Hikmet Ersek 1b

Mgmt For For Elect Director Richard A. Goodman 1c

Mgmt For For Elect Director Betsy D. Holden 1d

Mgmt For For Elect Director Jeffrey A. Joerres 1e

Mgmt For For Elect Director Roberto G. Mendoza 1f

Mgmt For For Elect Director Michael A. Miles, Jr. 1g

Mgmt For For Elect Director Robert W. Selander 1h

Mgmt For For Elect Director Frances Fragos Townsend 1i

Mgmt For For Elect Director Solomon D. Trujillo 1j



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.The remuneration committee should not allow vesting of incentive awards for below median performance.




SH For Against Report on Political Contributions 5


SH Against Against Provide Right to Act by Written Consent 6

Voter Rationale: Qualified investors should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse. should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse.

SH Abstain Against Report on Company Non-Discrimination Policies in States with Pro-Discrimination Laws

7

Voter Rationale: The proposal is overly prescriptive but we share the proponents concern over the potential risks arising from discrimination. Strengthening non-discrimination policies enhances companies' ability to recruit from the widest talent pool and may improve employee retention and performance. Expanded policies should enhance a company's reputation as a strong employer.

Page 1,238 of 1,384



Thermo Fisher Scientific Inc.


Meeting Type: Annual Ticker: TMO


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Marc N. Casper Mgmt For For

Mgmt For For Elect Director Nelson J. Chai 1b

Mgmt For For Elect Director C. Martin Harris 1c

Mgmt For For Elect Director Tyler Jacks 1d

Mgmt For For Elect Director Judy C. Lewent 1e

Mgmt For For Elect Director Thomas J. Lynch 1f

Mgmt For For Elect Director Jim P. Manzi 1g

Mgmt For For Elect Director William G. Parrett 1h

Mgmt For For Elect Director Lars R. Sorensen 1i

Mgmt For For Elect Director Scott M. Sperling 1j

Mgmt Against For Elect Director Elaine S. Ullian 1k


Mgmt For For Elect Director Dion J. Weisler 1l


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



ThyssenKrupp AG


Meeting Type: Annual Ticker: TKA


Page 1,239 of 1,384



ThyssenKrupp AG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal 2015/2016 (Non-Voting)

Mgmt


EUR 0.15 per Share

2


Fiscal 2015/2016

3


Fiscal 2015/2016

4


for Fiscal 2016/2017

5

Tiffany & Co.


Meeting Type: Annual Ticker: TIF


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Michael J. Kowalski Mgmt For For


Mgmt Against For Elect Director Rose Marie Bravo 1b


Mgmt For For Elect Director Gary E. Costley 1c

Mgmt For For Elect Director Roger N. Farah 1d

Mgmt For For Elect Director Lawrence K. Fish 1e

Mgmt Against For Elect Director Abby F. Kohnstamm 1f


Mgmt For For Elect Director James E. Lillie 1g

Page 1,240 of 1,384



Tiffany & Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Charles K. Marquis 1h


Mgmt Against For Elect Director William A. Shutzer 1i


Mgmt For For Elect Director Robert S. Singer 1j

Mgmt For For Elect Director Francesco Trapani 1k




3



Mgmt Against For Approve Non-Employee Director Omnibus Stock

Plan

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.

TLG Immobilien AG


Meeting Type: Annual Ticker: TLG

Primary ISIN: DE000A12B8Z4 Primary SEDOL: BR2Z8G3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3

Page 1,241 of 1,384



TLG Immobilien AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2016

4


Mgmt For For Ratify Ernst & Young as Auditors for Fiscal 2017 5

Mgmt For For Elect Frank Masuhr to the Supervisory Board 6

Mgmt For For Amend Articles Re: Remuneration of Supervisory Board

7

Mgmt For For Approve Creation of EUR 12.6 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

8

Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Approve Creation of EUR 37.1 Million Pool of Capital to Guarantee Conversion Rights

9


Mgmt For For Approve Affiliation Agreements with Subsidiary Hotel de Saxe an der Frauenkirche GmbH

10

Mgmt For For Approve Affiliation Agreements with Subsidiary TLG CCF GmbH

11

Mgmt For For Approve Affiliation Agreements with Subsidiary TLG Fixtures GmbH

12

Mgmt For For Approve Affiliation Agreements with Subsidiary TLG MVF GmbH

13

Mgmt For For Approve Affiliation Agreements with Subsidiary TLG Sachsen Forum GmbH

14

TLG Immobilien AG


Meeting Type: Special Ticker: TLG

Primary ISIN: DE000A12B8Z4 Primary SEDOL: BR2Z8G3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Affiliation Agreements with Subsidiary

WCM Beteiligungs- und Grundbesitz AG Mgmt For For

Page 1,242 of 1,384



TLG Immobilien AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Approve Creation of EUR 47.3 Million Pool of


2


Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 42.3 Million Pool of Capital to Guarantee Conversion Rights

3


TMX Group Limited


Meeting Type: Annual/Special Ticker: X

Primary ISIN: CA87262K1057 Primary SEDOL: B8KH5G7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Luc Bertrand Mgmt For For

Mgmt For For Elect Director Denyse Chicoyne 1b

Mgmt For For Elect Director Louis Eccleston 1c

Mgmt For For Elect Director Christian Exshaw 1d

Mgmt For For Elect Director Marie Giguere 1e

Mgmt For For Elect Director Jeffrey Heath 1f

Mgmt For For Elect Director Martine Irman 1g

Mgmt For For Elect Director Harry Jaako 1h

Mgmt For For Elect Director Lise Lachapelle 1i

Mgmt For For Elect Director William Linton 1j

Mgmt For For Elect Director Jean Martel 1k

Mgmt For For Elect Director Peter Pontikes 1l

Mgmt For For Elect Director Gerri Sinclair 1m

Mgmt For For Elect Director Kevin Sullivan 1n

Mgmt For For Elect Director Anthony Walsh 1o

Page 1,243 of 1,384



TMX Group Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Eric Wetlaufer 1p

Mgmt For For Elect Director Charles Winograd 1q

Mgmt For For Elect Director Michael Wissell 1r



2


Approach

3


Tobii AB


Meeting Type: Annual Ticker: TOBII

Primary ISIN: SE0002591420 Primary SEDOL: BWXTN97

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction







Reports

6


Reports

7a

Mgmt For For Approve Allocation of Income and and Omission

of Dividends

7b


Mgmt For For Determine Number of Directors (6) and Deputy Directors (0) of Board; Determine Number of Auditors (1)

8

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 500,000 for Chairman and SEK 200,000 for Other Directors; Approve Fees for Committee Work; Approve Remuneration of Auditors

9

Page 1,244 of 1,384



Tobii AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Kent Sander (Chairman), John Elvesjö, Nils Bernhard, Åsa Hedin, Heli Arantola and Jan Wäreby as Directors

10




Mgmt For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee

12


13

Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights

14

Mgmt Against For Approve Issuance of Warrants for Incentive Program

15

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. 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.


Tofas Turk Otomobil Fabrikasi AS


Meeting Type: Annual Ticker: TOASO

Primary ISIN: TRATOASO91H3 Primary SEDOL: B03MY33

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Open Meeting and Elect Presiding Council of

Meeting

1

Mgmt For For Accept Board Report 2


Mgmt For For Accept Audit Report 3


Page 1,245 of 1,384



Tofas Turk Otomobil Fabrikasi AS Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Ratify Director Appointment 5




Mgmt For For Amend Article 6 of Company Bylaws 8

Mgmt Against For Elect Directors 9


Mgmt Receive Information on Remuneration Policy 10




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

Mgmt Against For Approve Upper Limit of Donations for 2017 and Receive Information on Donations Made in 2016

13


Mgmt Receive Information on the Guarantees, Pledges, and Mortgages Provided by the Company to Third Parties

14


15

Mgmt Wishes 16

Toho Gas Co. Ltd.




Page 1,246 of 1,384



Toho Gas Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Dividend of JPY 5

Mgmt For For

Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split

2

Mgmt For For Elect Director Yasui, Koichi 3.1

Mgmt For For Elect Director Tominari, Yoshiro 3.2

Mgmt Against For Elect Director Nakamura, Osamu 3.3


Mgmt Against For Elect Director Niwa, Shinji 3.4


Mgmt Against For Elect Director Hayashi, Takayasu 3.5


Mgmt Against For Elect Director Ito, Katsuhiko 3.6


Mgmt Against For Elect Director Kodama, Mitsuhiro 3.7


Mgmt Against For Elect Director Saeki, Takashi 3.8


Mgmt Against For Elect Director Miyahara, Koji 3.9


Mgmt Against For Elect Director Hattori, Tetsuo 3.10


Mgmt For For Appoint Statutory Auditor Koyama, Norikazu 4


Page 1,247 of 1,384



Tohoku Electric Power Co. Inc.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Elect Director Kaiwa, Makoto 2.1

Mgmt For For Elect Director Harada, Hiroya 2.2

Mgmt Against For Elect Director Sakamoto, Mitsuhiro 2.3


Mgmt Against For Elect Director Watanabe, Takao 2.4


Mgmt Against For Elect Director Okanobu, Shinichi 2.5


Mgmt Against For Elect Director Tanae, Hiroshi 2.6


Mgmt Against For Elect Director Hasegawa, Noboru 2.7


Mgmt Against For Elect Director Yamamoto, Shunji 2.8


Mgmt Against For Elect Director Miura, Naoto 2.9


Mgmt Against For Elect Director Nakano, Haruyuki 2.10


Mgmt Against For Elect Director Masuko, Jiro 2.11


Mgmt Against For Elect Director Higuchi, Kojiro 2.12


Page 1,248 of 1,384



Tohoku Electric Power Co. Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Abe, Toshinori 2.13


Mgmt Against For Elect Director Seino, Satoshi 2.14


Mgmt Against For Elect Director Kondo, Shiro 2.15


SH Against Against Amend Articles to Withdraw from Nuclear Power Generation and Promote Renewable Energy

3

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the mix.- Such matters are best left to board and management judgment, and are inappropriate content for the articles of association.

SH Against Against Amend Articles to Decommission Onagawa

Nuclear Power Station

4

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- While scrapping plans to ever reopen the firm's primary nuclear facility, and opting instead to tear it down are and should remain among the potential options open to the board, it would be inappropriate to inflexibly require such a facility to be scrapped.- Such matters are best left to board and management judgment, and are inappropriate content for the articles of association.

SH Against Against Amend Articles to Withdraw from Nuclear Fuel

Recycling Business

5

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- The matter is not appropriate for a shareholder referendum.

SH Against Against Amend Articles to Add Provisions on Responsible Management of Spent Nuclear Fuels

6

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- The matter is not appropriate for a shareholder referendum.

SH Against Against Amend Articles to Add Provisions on Priority Grid Access for Renewable Energy

7

Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- There is no persuasive argument presented why equal access should not be offered to all power types, subject to availability of transmission capacity.- The matter is not appropriate for a shareholder referendum.

Tokyo Gas Co. Ltd.




Page 1,249 of 1,384



Tokyo Gas Co. Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Dividend of JPY 5.5

Mgmt For For

Mgmt For For Amend Articles to Indemnify Directors -

Indemnify Statutory Auditors

2

Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split

3

Mgmt For For Elect Director Okamoto, Tsuyoshi 4.1

Mgmt For For Elect Director Hirose, Michiaki 4.2

Mgmt Against For Elect Director Uchida, Takashi 4.3


Mgmt Against For Elect Director Yasuoka, Satoru 4.4


Mgmt Against For Elect Director Murazeki, Fumio 4.5


Mgmt Against For Elect Director Takamatsu, Masaru 4.6


Mgmt Against For Elect Director Nohata, Kunio 4.7


Mgmt Against For Elect Director Anamizu, Takashi 4.8


Mgmt For For Elect Director Ide, Akihiko 4.9

Mgmt For For Elect Director Katori, Yoshinori 4.10

Mgmt For For Elect Director Igarashi, Chika 4.11

Mgmt Against For Appoint Statutory Auditor Arai, Hideaki 5.1


Mgmt For For Appoint Statutory Auditor Nobutoki, Masato 5.2

Page 1,250 of 1,384



Tom Tailor Holding SE


Meeting Type: Annual Ticker: TTI

Primary ISIN: DE000A0STST2 Primary SEDOL: B3R7JM9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3



4

Mgmt Against For Approve Creation of EUR 4.4 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

5


Mgmt For For Amend Stock Option Plan; Reduce Conditional Capital to EUR 1.1 Million

6

Mgmt For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 290,000 Pool of Conditional Capital to Guarantee Conversion

Rights

7

Mgmt For For Approve Decrease in Size of Supervisory Board to Ten Members

8

Mgmt For For Elect Stefanie Branahl to the Supervisory Board as Employee Representative

9.1

Mgmt For For Elect Barbara Pfeiffer to the Supervisory Board as Employee Representative

9.2

Mgmt For For Elect Oliver Kerinnes to the Supervisory Board

as Employee Representative

9.3

Mgmt For For Elect Kitty Cleijne-Wouters to the Supervisory

Board as Employee Representative

9.4

Mgmt For For Elect Sven Terpe to the Supervisory Board as Employee Representative

9.5

Mgmt For For Elect Cristian Bojian to the Supervisory Board as Employee Representative

9.6

Mgmt For For Elect Thomas Tochtermann to the Supervisory Board

10.1

Mgmt For For Elect Ottmar Debald to the Supervisory Board 10.2

Page 1,251 of 1,384



Tom Tailor Holding SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Yun Cheng to the Supervisory Board 10.3

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. Furthermore, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt Against For Elect Jungyang Shao to the Supervisory Board 10.4

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


TOMTOM NV


Meeting Type: Annual Ticker: TOM2

Primary ISIN: NL0000387058 Primary SEDOL: B08TZQ9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting and Announcements 1

Mgmt Receive Report of Management Board

(Non-Voting)

2


3


Reports

4


and Dividend Policy

5



Mgmt Against For Grant Board Authority to Issue Shares Up To 10


8.i


Page 1,252 of 1,384



TOMTOM NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital in Case of Takeover/Merger

8.ii


Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 8.i

9.i


Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 8.ii

9.ii



10

Mgmt Against For Approve Granting of Subscription Rights for Ordinary Shares under Employee Stock Option Plan and Management Board Stock Option Plan and Exclude Preemptive Rights

11


Mgmt For For Reelect Harold Goddijn to Management Board 12

Mgmt For For Elect Peter Wakkie to Supervisory Board 13.i

Mgmt For For Elect Michael Rhodin to Supervisory Board 13.ii



TOMTOM NV


Meeting Type: Special Ticker: TOM2

Primary ISIN: NL0000387058 Primary SEDOL: B08TZQ9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt For For Elect Bernd Leukert to Supervisory Board 2


Page 1,253 of 1,384



Tosoh Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized

Capital in Proportion to Reverse Stock Split

Mgmt For For

Mgmt For For Elect Director Yamamoto, Toshinori 2.1

Mgmt Against For Elect Director Tashiro, Katsushi 2.2


Mgmt Against For Elect Director Nishizawa, Keiichiro 2.3


Mgmt Against For Elect Director Kawamoto, Koji 2.4


Mgmt Against For Elect Director Murashige, Nobuaki 2.5


Mgmt Against For Elect Director Yamada, Masayuki 2.6


Mgmt Against For Elect Director Tsutsumi, Shingo 2.7


Mgmt Against For Elect Director Ikeda, Etsuya 2.8


Mgmt Against For Elect Director Abe, Tsutomu 2.9


Mgmt Against For Elect Director Ogawa, Kenji 2.10


Mgmt For For Appoint Statutory Auditor Ito, Sukehiro 3

Mgmt For For Appoint Alternate Statutory Auditor Tanaka,

Yasuhiko

4.1

Page 1,254 of 1,384



Tosoh Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint Alternate Statutory Auditor Nagao,

Kenta

4.2

Total SA


Meeting Type: Annual/Special Ticker: FP

Primary ISIN: FR0000120271 Primary SEDOL: B15C557

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1

Voter Rationale: We strongly believe that the roles of Chairman and Chief Executive Officer are substantively different and should be separated. We regard separation of the roles as important for securing a proper balance of authority and responsibility between executive management and the board, and for preserving accountability within the board. We strongly encourage the board to reconsider its current position and focus on the search and appointment of an independent chairman. We believe that separation of the roles and the appointment of an independent chairman will considerably reduce the perceived governance risk at the company associated with the concentration of power at the top, and will allow for better continuity of leadership and succession planning.


Statutory Reports

2


EUR 2.45 per Share

3


Shares)

4



5

Mgmt For For Reelect Patricia Barbizet as Director 6

Mgmt For For Reelect Marie-Christine Coisne-Roquette as

Director

7

Mgmt For For Elect Mark Cutifani as Director 8

Mgmt Against For Elect Carlos Tavares as Director 9


Mgmt For For Receive Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

10

Page 1,255 of 1,384



Total SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Non-Binding Vote on Compensation of Patrick

Pouyanne, CEO and Chairman

11

Voter Rationale: We voted for in recognition of a number of improvements: the company decreased the bonus weight attached to qualitative performance criteria; provided good disclosure regarding achievement levels for each performance criteria attached to the bonus. We will pay close attention to the overall remuneration levels for the CEO/chairman (increases in base salary, bonus caps and in long-term awards) and will expect any future increases to be linked to the introductions of tougher performance targets.

Mgmt For For Approve Remuneration Policy of Chairman and CEO

12




13

Total System Services, Inc.


Meeting Type: Annual Ticker: TSS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kriss Cloninger, III Mgmt For Against


Mgmt Against For Elect Director Walter W. Driver, Jr. 1b


Mgmt Against For Elect Director Sidney E. Harris 1c


Mgmt For For Elect Director William M. Isaac 1d

Mgmt For For Elect Director Pamela A. Joseph 1e


Page 1,256 of 1,384



Total System Services, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Mason H. Lampton 1f


Mgmt For For Elect Director Connie D. McDaniel 1g

Mgmt Against For Elect Director Philip W. Tomlinson 1h


Mgmt Against For Elect Director John T. Turner 1i


Mgmt Against For Elect Director Richard W. Ussery 1j


Mgmt For For Elect Director M. Troy Woods 1k

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.





3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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.



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. Furthermore, this plan could lead to excessive dilution.

Page 1,257 of 1,384



Toyota Industries Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Elect Director Toyoda, Tetsuro 2.1

Mgmt For For Elect Director Onishi, Akira 2.2

Mgmt Against For Elect Director Sasaki, Kazue 2.3


Mgmt Against For Elect Director Furukawa, Shinya 2.4


Mgmt Against For Elect Director Suzuki, Masaharu 2.5


Mgmt Against For Elect Director Sasaki, Takuo 2.6


Mgmt Against For Elect Director Otsuka, Kan 2.7


Mgmt Against For Elect Director Yamamoto, Taku 2.8


Mgmt Against For Elect Director Sumi, Shuzo 2.9


Mgmt Against For Elect Director Yamanishi, Kenichiro 2.10


Mgmt Against For Elect Director Kato, Mitsuhisa 2.11



Page 1,258 of 1,384



Toyota Motor Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Uchiyamada, Takeshi Mgmt For For

Voter Rationale: We welcome the key steps taken by the board to reduce overall board size and to increase the proportion of external directors on the board. In the coming years, we encourage the company to increase the proportion of independent directors as opposed to those with affiliation to the company.

Mgmt For For Elect Director Hayakawa, Shigeru 1.2

Mgmt For For Elect Director Toyoda, Akio 1.3

Mgmt For For Elect Director Didier Leroy 1.4

Mgmt For For Elect Director Terashi, Shigeki 1.5

Mgmt For For Elect Director Nagata, Osamu 1.6

Mgmt For For Elect Director Uno, Ikuo 1.7

Mgmt For For Elect Director Kato, Haruhiko 1.8

Mgmt For For Elect Director Mark T. Hogan 1.9

Mgmt For For Appoint Alternate Statutory Auditor Sakai, Ryuji 2


Mgmt For For Approve Compensation Ceiling for Directors 4

TP ICAP plc


Meeting Type: Annual Ticker: TCAP

Primary ISIN: GB00B1H0DZ51 Primary SEDOL: B1H0DZ5

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





Mgmt For For Elect Andrew Baddeley as Director 4

Page 1,259 of 1,384



TP ICAP plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Rupert Robson as Director 5

Mgmt For For Re-elect John Phizackerley as Director 6

Mgmt For For Re-elect Angela Knight as Director 7

Mgmt For For Re-elect Roger Perkin as Director 8

Mgmt For For Re-elect Stephen Pull as Director 9

Mgmt For For Re-elect Carol Sergeant as Director 10

Mgmt For For Re-elect David Shalders as Director 11




13



14

Mgmt For For Approve Long-Term Incentive Plan 15


16


17



18



20


Transcontinental Inc.


Meeting Type: Annual Ticker: TCL.A


Page 1,260 of 1,384



Transcontinental Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Class A Subordinate Voting and

Class B Shareholders

Mgmt

Mgmt For For Elect Director Jacynthe Cote 1.1

Mgmt Withhold For Elect Director Richard Fortin 1.2

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Moreover, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director Isabelle Marcoux 1.3

Voter Rationale: 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.

Mgmt For For Elect Director Nathalie Marcoux 1.4

Mgmt For For Elect Director Pierre Marcoux 1.5

Mgmt For For Elect Director Remi Marcoux 1.6

Mgmt For For Elect Director Anna Martini 1.7

Mgmt For For Elect Director Francois Olivier 1.8


Mgmt For For Elect Director Mario Plourde 1.9


Mgmt For For Elect Director Jean Raymond 1.10

Mgmt For For Elect Director Francois R. Roy 1.11

Mgmt For For Elect Director Annie Thabet 1.12


Mgmt For For Elect Director Andre Tremblay 1.13



2

Trelleborg AB


Meeting Type: Annual Ticker: TREL B


Page 1,261 of 1,384



Trelleborg AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction








Reports

7

Mgmt Receive Board's Report 8


Reports

9a


SEK 4.25 Per Share

9b


Mgmt Receive Nominating Committee's Report 10



11

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.55 Million for Chairman, and SEK 550,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors

12

Mgmt For For Reelect Hans Biörck, Gunilla Fransson, Johan Malmquist, Sören Mellstig (Chairman), Peter Nilsson, Anne Mette Olesen, Susanne Pahlén Åklundh and Bo Risberg as Directors; Ratify Deloitte as Auditors

13




14


Mgmt For For Authorize Representatives of Five of Company's Largest Shareholders to Serve on Nominating

Committee

15


Page 1,262 of 1,384



Trinseo S.A.


Meeting Type: Special Ticker: TSE

Primary ISIN: LU1057788488 Primary SEDOL: BN65SJ4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1A Elect Director Henri Steinmetz Mgmt For For


TUI AG


Meeting Type: Annual Ticker: TUI1

Primary ISIN: DE000TUAG000 Primary SEDOL: 5666292

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports for Fiscal 2015/16 (Non-Voting) Mgmt


EUR 0.63 per Share

2


Member Friedrich Joussen for Fiscal 2015/16

3.1


Member Horst Baier for Fiscal 2015/16

3.2


Member David Burling for Fiscal 2015/16

3.3


Member Sebastian Ebel for Fiscal 2015/16

3.4


Member Elke Eller for Fiscal 2015/16

3.5


Member Peter Long for Fiscal 2015/16

3.6


Member William Waggott for Fiscal 2015/16

3.7

Page 1,263 of 1,384



TUI AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member Klaus Mangold for Fiscal 2015/16

4.1

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. Furthermore, key board committees require independence, and non-independent directors sitting on these committees could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Approve Discharge of Supervisory Board Member Frank Jakobi for Fiscal 2015/16

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Michael Hodgkinson for Fiscal 2015/16

4.3

Mgmt For For Approve Discharge of Supervisory Board Member Andreas Barczewski for Fiscal 2015/16

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Peter Bremme for Fiscal 2015/16

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Edgar Ernst for Fiscal 2015/16

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Wolfgang Flintermann for Fiscal

2015/16

4.7

Mgmt For For Approve Discharge of Supervisory Board Member Angelika Gifford for Fiscal 2015/16

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Valerie Frances Gooding for Fiscal

2015/16

4.9

Mgmt For For Approve Discharge of Supervisory Board Member Dierk Hirschel for Fiscal 2015/16

4.10

Mgmt For For Approve Discharge of Supervisory Board Member Janis Carol Kong for Fiscal 2015/16

4.11

Mgmt For For Approve Discharge of Supervisory Board Member Peter Long for Fiscal 2015/16

4.12

Mgmt For For Approve Discharge of Supervisory Board Member Coline Lucille McConville for Fiscal

2015/16

4.13

Mgmt For For Approve Discharge of Supervisory Board Member Alexey Mordashov for Fiscal 2015/16

4.14

Mgmt For For Approve Discharge of Supervisory Board Member Michael Poenipp for Fiscal 2015/16

4.15

Mgmt For For Approve Discharge of Supervisory Board Member Timothy Martin Powell for Fiscal

2015/16

4.16

Mgmt For For Approve Discharge of Supervisory Board Member Wilfried Rau for Fiscal 2015/16

4.17

Mgmt For For Approve Discharge of Supervisory Board Member Carmen Riu Gueell for Fiscal 2015/16

4.18

Page 1,264 of 1,384



TUI AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member Carola Schwirn for Fiscal 2015/16

4.19


Member Maxim G. Shemetov for Fiscal 2015/16

4.20


Member Anette Strempel for Fiscal 2015/16

4.21


Member Christian Strenger for Fiscal 2015/16

4.22


Member Ortwin Strubelt for Fiscal 2015/16

4.23


Member Stefan Weinhofer for Fiscal 2015/16

4.24


Member Marcell Witt for Fiscal 2015/16

4.25

Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal

2016/17

5


6

Tullow Oil plc


Meeting Type: Special Ticker: TLW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Rights Issue Mgmt For For

Mgmt For For Authorise Issue of Equity Pursuant to the Rights Issue

2

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Rights Issue

3

Tullow Oil plc


Meeting Type: Annual Ticker: TLW


Page 1,265 of 1,384



Tullow Oil plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For



Mgmt For For Re-elect Tutu Agyare as Director 4

Mgmt For For Re-elect Mike Daly as Director 5

Mgmt For For Re-elect Anne Drinkwater as Director 6

Mgmt For For Re-elect Aidan Heavey as Director 7

Voter Rationale: We support this director's reelection given the rationale provided by the company. However, we ask an independent Chairman be appointed soon.

Mgmt For For Re-elect Steve Lucas as Director 8

Mgmt For For Re-elect Angus McCoss as Director 9

Mgmt For For Re-elect Paul McDade as Director 10

Mgmt For For Re-elect Ian Springett as Director 11

Mgmt For For Re-elect Jeremy Wilson as Director 12




14

Mgmt Against For Amend Tullow Incentive Plan 15


Rights

16


Rights

17


18



19


Tyson Foods, Inc.


Meeting Type: Annual Ticker: TSN


Page 1,266 of 1,384



Tyson Foods, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John Tyson Mgmt For Against

Voter Rationale: 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. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.

Mgmt Against For Elect Director Gaurdie E. Banister, Jr. 1b

Voter Rationale: We voted against all compensation committee memebers because, in addition to other concern over the Named Executive Officers' Compensation which are highlighted under resolution 3, we have serious concerns over the committee's decision to afford the former CEO a generous consultancy contract of USD2.3m per annum for a period of three years. This amount is higher than the current CEO's annual salary and raise questions about the lines of responsibility at the top of the company. Furthermore, we consider that 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 For For Elect Director Mike Beebe 1c

Mgmt For For Elect Director Mikel A. Durham 1d

Mgmt For For Elect Director Tom Hayes 1e


Mgmt Against For Elect Director Kevin M. McNamara 1f


Mgmt For For Elect Director Cheryl S. Miller 1g

Mgmt Against For Elect Director Brad T. Sauer 1h


Mgmt For For Elect Director Jeffrey K. Schomburger 1i

Mgmt Against For Elect Director Robert Thurber 1j

Voter Rationale: We voted against the chairman of the Governance and Nominating Committee because we question the continued presence on the board of a representative of the controllingshareholder. Given the share class structure, which impares the rights of minority shareholders, we expect the non-executive component of the board to befully independent.

Mgmt For For Elect Director Barbara A. Tyson 1k


Page 1,267 of 1,384



Tyson Foods, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



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. 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. 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 suffciently long period of time.




SH For Against Board Diversity 6

Voter Rationale: We are encouraged by current disclosures on diversity management. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.

SH For Against Proxy Access 7


SH For Against Implement a Water Quality Stewardship Policy 8

Voter Rationale: We voted for the resolution because the company does not disclose the policies, initiatives, or management mechanisms it has implemented to address runoff and other water quality issues from company-owned operations and contract farms. We note that there has been litigation as well as a number of controversies regarding water contamination from company-owned and contracted facilities.

U.S. Bancorp


Meeting Type: Annual Ticker: USB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Douglas M. Baker, Jr. Mgmt For For

Page 1,268 of 1,384



U.S. Bancorp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: The board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not compromised by long tenure. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.

Mgmt For For Elect Director Warner L. Baxter 1b

Mgmt For For Elect Director Marc N. Casper 1c

Mgmt For For Elect Director Andrew Cecere 1d

Mgmt For For Elect Director Arthur D. Collins, Jr. 1e

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.

Mgmt For For Elect Director Richard K. Davis 1f

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. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.

Mgmt For For Elect Director Kimberly J. Harris 1g


Mgmt For For Elect Director Roland A. Hernandez 1h

Mgmt For For Elect Director Doreen Woo Ho 1i

Mgmt For For Elect Director Olivia F. Kirtley 1j

Mgmt For For Elect Director Karen S. Lynch 1k

Mgmt For For Elect Director David B. O'Maley 1l

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.

Mgmt For For Elect Director O'dell M. Owens 1m


Mgmt For For Elect Director Craig D. Schnuck 1n


Page 1,269 of 1,384



U.S. Bancorp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Scott W. Wine 1o

Voter Rationale: This director's commitments, as a top officer and director at more than two public companies, are excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.



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. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, 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 of time. The long-term incentive program raises a number of concerns. Namely, award values were increased during a period of mixed financial performance (and granted at a FY16 low point in the stock price), absolute ROE goals were lowered for the fourth consecutive year, and payouts are based solely on one year of performance.




Ube Industries Ltd.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Dividend of JPY 6 Mgmt For For

Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split

2

Mgmt For For Elect Director Takeshita, Michio 3.1

Mgmt For For Elect Director Yamamoto, Yuzuru 3.2

Page 1,270 of 1,384



Ube Industries Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Sugishita, Hideyuki 3.3


Mgmt Against For Elect Director Matsunami, Tadashi 3.4


Mgmt Against For Elect Director Kusama, Takashi 3.5


Mgmt For For Elect Director Terui, Keiko 3.6

Mgmt For For Elect Director Shoda, Takashi 3.7

Mgmt Against For Elect Director Kageyama, Mahito 3.8


Mgmt For For Appoint Statutory Auditor Yamamoto, Atsushi 4.1

Mgmt For For Appoint Statutory Auditor Ochiai, Seiichi 4.2

Mgmt For For Appoint Alternate Statutory Auditor Koriya,

Daisuke

5

u-blox Holding AG


Meeting Type: Annual Ticker: UBXN

Primary ISIN: CH0033361673 Primary SEDOL: B28PS95

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



2.2


3

Page 1,271 of 1,384



u-blox Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Amend CHF 17,848 Increase in Pool of Conditional Capital Reserved for Stock Option Grants to Members of the Board of Directors and Employees of the Company

4.1

Voter Rationale: A vote AGAINST this stock plan is warranted because non-executive directors are eligible to receive stock options.

Mgmt For For Approve Creation of CHF 916,200 Pool of Capital without Preemptive Rights

4.2

Mgmt For For Elect Fritz Fahrni as Director and Board Chairman

5.1

Mgmt For For Reelect Paul Van Iseghem as Director 5.2

Mgmt For For Reelect Gerhard Troester as Director 5.3

Mgmt For For Reelect Andre Mueller as Director 5.4

Mgmt For For Reelect Gina Domanig as Director 5.5

Mgmt For For Reelect Thomas Seiler as Director 5.6

Mgmt For For Reelect Jean-Pierre Wyss as Director 5.7

Mgmt For For Appoint Gerhard Troester as Member of the Nomination and Compensation Committee

6.1

Mgmt For For Appoint Gina Domanig as Member of the Nomination and Compensation Committee

6.2

Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 586,000 for Fiscal 2016

(Non-Binding)

7.1

Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 4.8 Million for Fiscal 2016

(Non-Binding)

7.2

Mgmt For For Approve Maximum Remuneration of Board of Directors in the Amount of CHF 600,000 for the Period until the 2018 Ordinary General Meeting (Binding)

8.1

Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 7 Million for

Fiscal 2018 (Binding)

8.2

Mgmt For For Designate KBT Treuhand AG as Independent Proxy

9

Mgmt For For Ratify KPMG AG as Auditors 10


Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

Page 1,272 of 1,384



UBS GROUP AG


Meeting Type: Annual Ticker: UBSG

Primary ISIN: CH0244767585 Primary SEDOL: BRJL176

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Mgmt For For Approve Remuneration Report (Non-Binding) 1.2

Mgmt For For Approve Allocation of Income and Dividends of CHF 0.60 per Share from Capital Contribution

Reserves

2


3

Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 71.9 Million

4

Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 31.5

Million

5

Mgmt For For Reelect Axel Weber as Director and Board Chairman

6.1a

Mgmt For For Reelect Michel Demare as Director 6.1b

Mgmt For For Reelect David Sidwell as Director 6.1c

Mgmt For For Reelect Reto Francioni as Director 6.1d

Mgmt For For Reelect Ann Godbehere as Director 6.1e

Mgmt For For Reelect William Parrett as Director 6.1f

Mgmt For For Reelect Isabelle Romy as Director 6.1g

Mgmt For For Reelect Robert Scully as Director 6.1h

Mgmt For For Reelect Beatrice Weder di Mauro as Director 6.1i

Mgmt For For Reelect Dieter Wemmer as Director 6.1j

Mgmt For For Elect Julie Richardson as Director 6.2

Mgmt For For Appoint Ann Godbehere as Member of the Compensation Committee

6.3.1

Mgmt For For Appoint Michel Demare as Member of the Compensation Committee

6.3.2

Mgmt For For Appoint Reto Francioni as Member of the Compensation Committee

6.3.3

Mgmt For For Appoint William Parrett as Member of the Compensation Committee

6.3.4

Page 1,273 of 1,384



UBS GROUP AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Maximum Remuneration of Board of

Directors in the Amount of CHF 14 Million

7

Mgmt For For Designate ADB Altorfer Duss & Beilstein AG as

Independent Proxy

8.1

Mgmt For For Ratify Ernst & Young AG as Auditors 8.2


Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.

UDG Healthcare plc


Meeting Type: Annual Ticker: UDG

Primary ISIN: IE0033024807 Primary SEDOL: 3302480

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Mgmt Against For Approve Remuneration Report 3a

Voter Rationale: We are not supportive of the decision to increase Brendan McAtamney's base salary by such a significant percentage so soon after taking over the role of CEO. Additionally, the higher LTIP award (50% of base salary) is higher than his predecessor's and was granted without any increase in targets. We were not satisfied with the explanations provided by the company and encourage restraint to be shown in future years with regard to remuneration increases.

Mgmt For For Approve Remuneration Policy 3b

Mgmt For For Re-elect Chris Brinsmead as Director 4a

Mgmt For For Re-elect Chris Corbin as Director 4b

Mgmt For For Re-elect Peter Gray as Director 4c

Mgmt For For Re-elect Brendan McAtamney as Director 4d

Mgmt For For Elect Nancy Miller-Rich as Director 4e

Mgmt For For Re-elect Gerard van Odijk as Director 4f

Mgmt For For Re-elect Alan Ralph as Director 4g

Mgmt For For Re-elect Lisa Ricciardi as Director 4h

Mgmt For For Re-elect Philip Toomey as Director 4i

Page 1,274 of 1,384



UDG Healthcare plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Linda Wilding as Director 4j

Mgmt For For Appoint EY as Auditors 5


Mgmt For For Authorise the Company to Call EGM with Two

Weeks' Notice

7


Rights

8


Rights

9

Mgmt For For Authorise Market Purchase of Shares 10

Mgmt For For Fix the Maximum and Minimum Prices at Which

Treasury Shares May Be Re-issued Off-market

11

Ulker Biskuvi Sanayi A.S.


Meeting Type: Annual Ticker: ULKER

Primary ISIN: TREULKR00015 Primary SEDOL: B03MYX3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Open Meeting and Elect Presiding Council of Meeting

1

Mgmt For For Authorize Presiding Council to Sign Minutes of Meeting

2

Mgmt For For Accept Board Report 3


Mgmt For For Accept Audit Report 4





Mgmt For For Ratify Director Appointment 7

Page 1,275 of 1,384



Ulker Biskuvi Sanayi A.S. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction





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

Mgmt Against For Approve Upper Limit of Donations for 2017 and

Receive Information on Donations Made in 2016

11


Mgmt Receive Information on Guarantees, Pledges and Mortgages Provided by the Company to Third Parties

12



Mgmt Receive Information on Related Party Transactions

14


15

Ulker Biskuvi Sanayi A.S.


Meeting Type: Special Ticker: ULKER

Primary ISIN: TREULKR00015 Primary SEDOL: B03MYX3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Open Meeting and Elect Presiding Council of

Meeting

1

Mgmt For For Authorize Presiding Council to Sign Minutes of

Meeting

2

Mgmt For For Elect Director 3

Page 1,276 of 1,384



Ulker Biskuvi Sanayi A.S. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


4


Umicore


Meeting Type: Annual/Special Ticker: UMI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual / Special Meeting Mgmt

Mgmt Annual Meeting

Mgmt Receive Directors' and Auditors' Reports (Non-Voting)

1


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 of time. Furthermore, incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation. In addition, 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 Approve Financial Statements and Allocation of

Income, and Dividends of EUR 1.30 per Share

3

Mgmt Receive Consolidated Financial Statements and

Statutory Reports (Non-Voting)

4



Mgmt For For Reelect Ines Kolmees as Director 7.1

Mgmt For For Elect Liat Ben-Zur as Director 7.2

Mgmt Against For Elect Gerard Lamarche as Director 7.3


Mgmt For For Approve Remuneration of Directors 7.4

Page 1,277 of 1,384



Umicore Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 8.1


Mgmt For For Approve Auditors' Remuneration 8.2




1

Umicore


Meeting Type: Special Ticker: UMI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Extraordinary Meeting Mgmt

Mgmt For For Approve Stock Split 1

Mgmt For For Amend Article 24 Re: Cancellation Temporary

Provision on Fractions of Shares

2

Mgmt For For Amend Article 16 Re: Annual General Meeting

Date Formalities

3


Mgmt For For Approve Change-of-Control Clause Re : Loan

Agreement

1

Mgmt For For Approve Change-of-Control Clause Re : Note

Purchase Agreement

2

Unibail Rodamco SE


Meeting Type: Annual/Special Ticker: UL

Primary ISIN: FR0000124711 Primary SEDOL: B1YY4B3

Page 1,278 of 1,384



Unibail Rodamco SE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2


EUR 10.20 per Share

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions and Acknowledge the Absence of New Transactions

4

Mgmt For For Approve Remuneration Policy for Supervisory

Board Members

5

Voter Rationale: 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 Approve Remuneration Policy for Chairman of

the Management Board

6


Mgmt Against For Approve Remuneration Policy for Management Board Members

7

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Non-Binding Vote on Compensation of Christophe Cuvillier, Chairman of the

Management Board

8

Mgmt For For Non-Binding Vote on Compensation of Olivier Bossard, Fabrice Mouchel, Astrid Panosyan, Jaap Tonckens and Jean-Marie Tritant, Members of the Management Board

9

Mgmt For For Reelect Dagmar Kollmann as Supervisory Board Member

10

Mgmt For For Elect Phllippe Collombel as Supervisory Board Member

11

Mgmt For For Elect Colin Dyer as Supervisory Board Member 12

Mgmt For For Elect Roderick Munsters as Supervisory Board Member

13

Page 1,279 of 1,384



Unibail Rodamco SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Renew Appointment of Ernst and Young Audit

as Auditor

14


Mgmt For For Renew Appointment of Deloitte et Associés as Auditor

15



16



17



18



19

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 18-19

20


21

Mgmt For For Authorize up to 3 Percent of Issued Capital for Use in Stock Option Plans Reserved for Employees and Executive Officers of the Company

22


23



24

UNICAJA BANCO S.A.


Meeting Type: Special Ticker: UNI

Primary ISIN: ES0180907000 Primary SEDOL: BH4H4H0

Page 1,280 of 1,384



UNICAJA BANCO S.A.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Commitment of Guarantee of Obligations Assumed by Subsidiary Banco de Caja Espana de Inversiones, Salamanca y Soria

SA (EspanaDuero)

Mgmt For For

UniCredit SpA


Meeting Type: Special Ticker: UCG

Primary ISIN: IT0004781412 Primary SEDOL: B5M1SM3

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Capital Increase with Preemptive Rights

1

Mgmt For For Approve Share Consolidation 2


Mgmt For For Elect Jean Pierre Mustier as Director 1.1

Mgmt For For Elect Sergio Balbinot as Director 1.2

Mgmt For For Elect Martha Dagmar Böckenfeld as Director 1.3

UniCredit SpA


Meeting Type: Annual/Special Ticker: UCG

Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 1,281 of 1,384



UniCredit SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports

1



Mgmt For For Approve 2017 Group Incentive System 3

Mgmt For For Approve Long-Term Incentive Plan 2017-2019 4

Mgmt For For Approve Severance Payments Policy 5



Mgmt For For Authorize Board to Increase Capital to Service

2016 Incentive Plan

1

Mgmt For For Authorize Board to Increase Capital to Service

2017 Incentive Plan and LTI Plan 2017-2019

2

UniCredit SpA


Meeting Type: Special Ticker: UCG

Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


SH Against None Proposal Submitted by Allianz Finance II Luxembourg Sarl: Appoint Guido Paolucci as

Internal Statutory Auditor

1.a.1

SH For None Proposal Submitted by Institutional Investors (Assogestioni): Appoint Antonella Bientinesi as

Internal Statutory Auditor

1.a.2

SH Against None Proposal Submitted by Pierluigi Carollo: Appoint Pierluigi Carollo as Internal Statutory Auditor

1.a.3

SH Against None Proposal Submitted by Allianz Finance II Luxembourg Sarl: Appoint Raffaella Pagani as

Alternate Internal Statutory Auditor

1.b.1

SH For None Proposal Submitted by Institutional Investors (Assogestioni): Appoint Myriam Amato as

Alternate Internal Statutory Auditor

1.b.2


Page 1,282 of 1,384



UniCredit SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Articles Re: 20 and 24 (Board-Related) 1

Mgmt For For Amend Articles Re: 5, 15, and 17 (Voting Cap) 2

Mgmt For For Approve Conversion of Saving Shares into

Ordinary Shares

3

Mgmt For For Approve Change in the Location of the

Company's Registered Headquarters To Milan

4

Unilever NV


Meeting Type: Annual Ticker: UNA

Primary ISIN: NL0000009355 Primary SEDOL: B12T3J1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Discussion of the Annual Report and Accounts for the 2016 financial year

1

Mgmt For For Approve Financial Statements and Allocation of Income

2

Mgmt For For Approve Discharge of Executive Board Members 3

Mgmt For For Approve Discharge of Non-Executive Board Members

4

Mgmt For For Approve Remuneration Policy for Management Board Members

5

Voter Rationale: We voted FOR however, we intend to monitor the company to ensure buyout provisions are not abused. We would expect transition awards to be comparable to the award foregone.

Mgmt For For Approve Unilever Share Plan 2017 6

Mgmt For For Elect N.S. Andersen as Non-Executive Board

Member

7

Mgmt For For Elect L.M. Cha as Non-Executive Board Member 8

Mgmt For For Elect V. Colao as Non-Executive Board Member 9

Mgmt For For Elect M Dekkers as Non-Executive Board

Member

10

Mgmt For For Elect A.M. Fudge as Non-Executive Board

Member

11

Page 1,283 of 1,384



Unilever NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect J. Hartmann as Non-Executive Board

Member

12

Mgmt For For Elect M. Ma as Non-Executive Board Member 13

Mgmt For For Elect S Masiyiwa as Non-Executive Board

Member

14

Mgmt For For Elect Y.Moon as Non-Executive Board Member 15

Mgmt For For Elect G. Pitkethly as Executive Board Member 16

Mgmt For For Elect P.G.J.M. Polman as Executive Board

Member

17

Mgmt For For Elect J. Rishton as Non-Executive Board Member 18

Mgmt For For Elect F. Sijbesma as Non-Executive Board

Member

19



21



22

Mgmt For For Approve Cancellation of Repurchased Shares 23

Unilever PLC


Meeting Type: Annual Ticker: ULVR

Primary ISIN: GB00B10RZP78 Primary SEDOL: B10RZP7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For




Mgmt For For Re-elect Nils Andersen as Director 5

Mgmt For For Re-elect Laura Cha as Director 6

Page 1,284 of 1,384



Unilever PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Vittorio Coal as Director 7

Mgmt For For Re-elect Dr Marijn Dekkers as Director 8

Mgmt For For Re-elect Ann Fudge as Director 9

Mgmt For For Re-elect Dr Judith Hartmann as Director 10

Mgmt For For Re-elect Mary Ma as Director 11

Mgmt For For Re-elect Strive Masiyiwa as Director 12

Mgmt For For Re-elect Youngme Moon as Director 13

Mgmt For For Re-elect Graeme Pitkethly as Director 14

Mgmt For For Re-elect Paul Polman as Director 15

Mgmt For For Re-elect John Rishton as Director 16

Mgmt For For Re-elect Feike Sijbesma as Director 17




Expenditure

20


Rights

21


Rights

22


23




25

Union Pacific Corporation


Meeting Type: Annual Ticker: UNP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Andrew H. Card, Jr. Mgmt For For

Page 1,285 of 1,384



Union Pacific Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Erroll B. Davis, Jr. 1b

Mgmt For For Elect Director David B. Dillon 1c

Mgmt For For Elect Director Lance M. Fritz 1d


Mgmt For For Elect Director Deborah C. Hopkins 1e

Mgmt For For Elect Director Jane H. Lute 1f

Mgmt For For Elect Director Michael R. McCarthy 1g

Mgmt Against For Elect Director Michael W. McConnell 1h


Mgmt For For Elect Director Thomas F. McLarty, III 1i

Mgmt Against For Elect Director Steven R. Rogel 1j


Mgmt For For Elect Director Jose H. Villarreal 1k





3

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. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.




Unione di Banche Italiane S.p.A.


Meeting Type: Annual/Special Ticker: UBI


Page 1,286 of 1,384



Unione di Banche Italiane S.p.A.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Treatment of Net Losses and Allocation of Income through Partial Distribution of Reserves

1

Mgmt Shareholder Proposal Submitted by MAR.BEA. Srl and Fondazione Banca del Monte di Lombardia

SH For None Elect Ferruccio Dardanello as Supervisory Board

Member

2



Mgmt For For Remuneration Policies for Management and

Supervisory Board Members

4

Mgmt For For Approve Short Term Incentive Bonus Plan for

Key Personnel

5.a

Mgmt For For Approve Performance Based Share Matching

Plan

5.b

Mgmt Against For Approve Productivity Bonus 5.c


Mgmt For For Approve Severance Payments Policy 6

Mgmt For For Approve Fixed-Variable Compensation Ratio 7


Mgmt For For Approve Capital Increase with Preemptive

Rights

8

Uniper SE


Meeting Type: Annual Ticker: UN01

Primary ISIN: DE000UNSE018 Primary SEDOL: BZ6CZ43

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Page 1,287 of 1,384



Uniper SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


EUR 0.55 per Share

2


Fiscal 2016

3


Fiscal 2016

4



5


Mgmt Against For Approve Remuneration of Supervisory Board and Amend Articles

6

Voter Rationale: Members of the supervisory board should not be entitled to performance-related pay, as this can detract from board objectivity and independence. In spite of the guidance provided in the German Corporate Governance Code, companies should avoid this element of pay.

Mgmt Against For Approve Remuneration of Supervisory Board in Accordance with the Articles Amendments Proposed in Item 6

7

Voter Rationale: Members of the supervisory board should not be entitled to performance-related pay, as this can detract from board objectivity and independence. In spite of the guidance provided in the German Corporate Governance Code, companies should avoid this element of pay.

Mgmt For For Elect Bernhard Reutersberg to the Supervisory

Board

8.1

Mgmt For For Elect Jean-Francois Cirelli to the Supervisory

Board

8.2

Mgmt For For Elect David Charles Davies to the Supervisory

Board

8.3

Mgmt For For Elect Marion Helmes to the Supervisory Board 8.4

Mgmt For For Elect Rebecca Ranich to the Supervisory Board 8.5

Mgmt For For Elect Marc Spieker to the Supervisory Board 8.6


Board Members

9


Unipro PJSC

Meeting Date: 06/23/2017 Country: Russia

Meeting Type: Annual Ticker: EONR

Primary ISIN: RU000A0JNGA5 Primary SEDOL: B196FC2

Page 1,288 of 1,384



Unipro PJSC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Annual Report and Financial

Statements

Mgmt For For


Mgmt For For Approve Interim Dividends of RUB 0.01 per

Share for First Three Months of Fiscal 2017

3

Mgmt Elect Nine Directors by Cumulative Voting

Mgmt Against None Elect Klaus Schaefer as Director 4.1

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Furthermore, the chairman of the board should be elected from among independent non-executive directors.

Mgmt Against None Elect Christopher Delbrueck as Director 4.2

Voter Rationale: Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.

Mgmt Against None Elect Gunter Ruemmler as Director 4.3


Mgmt Against None Elect Patrick Wolff as Director 4.4


Mgmt Against None Elect Reiner Hartmann as Director 4.5


Mgmt Against None Elect Maksim Shirokov as Director 4.6


Mgmt For None Elect Tatyana Mitrova as Director 4.7

Mgmt For None Elect Aleksey Germanovich as Director 4.8

Mgmt For None Elect Anna Belova as Director 4.9

Mgmt Elect Four Members of Audit Commission

Page 1,289 of 1,384



Unipro PJSC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Uwe Hansal as Member of Audit

Commission

5.1

Mgmt For For Elect Nicolo Prien as Member of Audit

Commission

5.2

Mgmt For For Elect Aleksey Asyaev as Member of Audit

Commission

5.3

Mgmt For For Elect Denis Alekseenkov as Member of Audit

Commission

5.4

Mgmt For For Ratify Auditor 6




United Continental Holdings, Inc.


Meeting Type: Annual Ticker: UAL

Primary ISIN: US9100471096 Primary SEDOL: B4QG225

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Carolyn Corvi Mgmt For For

Mgmt For For Elect Director Jane C. Garvey 1.2

Mgmt For For Elect Director Barney Harford 1.3

Mgmt For For Elect Director Walter Isaacson 1.4

Mgmt For For Elect Director James A. C. Kennedy 1.5

Mgmt For For Elect Director Robert A. Milton 1.6


Mgmt For For Elect Director Oscar Munoz 1.7


Mgmt Against For Elect Director William R. Nuti 1.8


Page 1,290 of 1,384



United Continental Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Edward M. Philip 1.9

Mgmt For For Elect Director Edward L. Shapiro 1.10

Mgmt For For Elect Director Laurence E. Simmons 1.11

Mgmt For For Elect Director David J. Vitale 1.12

Mgmt Against For Elect Director James M. Whitehurst 1.13




3

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.



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.

United Internet AG


Meeting Type: Annual Ticker: UTDI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




EUR 0.80 per Share

2


Fiscal 2016

3


Fiscal 2016

4


Page 1,291 of 1,384



United Internet AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Ratify Ernst & Young GmbH as Auditors for

Fiscal 2017

5


Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased

Shares

6

United Rentals, Inc.


Meeting Type: Annual Ticker: URI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jenne K. Britell Mgmt For For

Mgmt For For Elect Director Jose B. Alvarez 1.2

Mgmt For For Elect Director Bobby J. Griffin 1.3

Mgmt For For Elect Director Michael J. Kneeland 1.4

Mgmt Against For Elect Director Singleton B. McAllister 1.5


Mgmt For For Elect Director Jason D. Papastavrou 1.6

Mgmt For For Elect Director Filippo Passerini 1.7

Mgmt For For Elect Director Donald C. Roof 1.8

Mgmt For For Elect Director Shiv Singh 1.9



3

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Mgmt For For Eliminate Supermajority Vote Requirement 5

Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.

Page 1,292 of 1,384



United Rentals, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH For Against Shareholders May Call Special Meetings 6

Mgmt For For Amend Right to Call Special Meeting 7

Voter Rationale: We would prefer the company to make binding the provisions in relation to calling a special meeting as set out under item 6.

United Technologies Corporation


Meeting Type: Annual Ticker: UTX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lloyd J. Austin, III Mgmt For For

Mgmt For For Elect Director Diane M. Bryant 1b

Mgmt Against For Elect Director John V. Faraci 1c

Voter Rationale: Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Mgmt Against For Elect Director Jean-Pierre Garnier 1d


Mgmt For For Elect Director Gregory J. Hayes 1e


Mgmt For For Elect Director Edward A. Kangas 1f

Mgmt For For Elect Director Ellen J. Kullman 1g

Mgmt Against For Elect Director Marshall O. Larsen 1h

Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.

Mgmt Against For Elect Director Harold McGraw, III 1i


Mgmt For For Elect Director Fredric G. Reynolds 1j

Mgmt For For Elect Director Brian C. Rogers 1k

Mgmt Against For Elect Director Christine Todd Whitman 1l


Page 1,293 of 1,384



United Technologies Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Additionally, 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.


UnitedHealth Group Incorporated


Meeting Type: Annual Ticker: UNH

Primary ISIN: US91324P1021 Primary SEDOL: 2917766

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William C. Ballard, Jr. Mgmt For Against

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt Against For Elect Director Richard T. Burke 1b

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. Additionally, 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 Timothy P. Flynn 1c

Mgmt For For Elect Director Stephen J. Hemsley 1d

Mgmt For For Elect Director Michele J. Hooper 1e

Mgmt For For Elect Director Rodger A. Lawson 1f

Mgmt For For Elect Director Glenn M. Renwick 1g

Mgmt For For Elect Director Kenneth I. Shine 1h

Page 1,294 of 1,384



UnitedHealth Group Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Gail R. Wilensky 1i

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.


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.





Unum Group


Meeting Type: Annual Ticker: UNM

Primary ISIN: US91529Y1064 Primary SEDOL: 2433842

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Theodore H. Bunting, Jr. Mgmt For For

Mgmt For For Elect Director E. Michael Caulfield 1.2


Mgmt For For Elect Director Cynthia L. Egan 1.4

Mgmt Against For Elect Director Pamela H. Godwin 1.5


Mgmt For For Elect Director Kevin T. Kabat 1.6

Mgmt For For Elect Director Timothy F. Keaney 1.7

Mgmt Against For Elect Director Gloria C. Larson 1.8


Page 1,295 of 1,384



Unum Group Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Richard P. McKenney 1.9

Mgmt For For Elect Director Ronald P. O'Hanley 1.10

Mgmt For For Elect Director Francis J. Shammo 1.11



2

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.




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. Furthermore, 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.

Upm-Kymmene Oy


Meeting Type: Annual Ticker: UPM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




3




Reports

6


Reports

7


EUR 0.95 Per Share

8

Page 1,296 of 1,384



Upm-Kymmene Oy Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Remuneration of Directors in the Amount of EUR 190,000 for Chairman, EUR 135,000 for Deputy Chairman and EUR 100,000 for Other Directors; Approve Compensation for Committee

Work

10

Mgmt For For Fix Number of Directors at Ten 11

Mgmt For For Reelect Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Wendy Lane, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Bjorn Wahlroos as

Directors.

12







Mgmt For For Approve that the Rights Attached to 183,116 Shares Entered in the Company's Joint Book-Entry Account be Forfeited

16

Mgmt For For Authorize Charitable Donations 17


Valeo


Meeting Type: Annual/Special Ticker: FR

Primary ISIN: FR0013176526 Primary SEDOL: BDC5ST8

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Reports

1


Statutory Reports

2

Page 1,297 of 1,384



Valeo Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


EUR 1.25 per Share

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

4

Mgmt For For Reelect C. Maury Devine as Director 5

Mgmt Against For Reelect Mari-Noelle Jego-Laveissiere as Director 6


Mgmt For For Reelect Veronique Weill as Director 7

Mgmt For For Non-Binding Vote on Compensation of Pascal Colombani, Chairman of the Board

8

Mgmt Against For Non-Binding Vote on Compensation of Jacques Aschenbroich Chairman and CEO

9

Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. 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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt Against For Approve remuneration Policy of Chairman and CEO

10

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.


11



12


13

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 9.62 Percent of Issued Capital Per Year for Private Placements up to Aggregate Nominal Amount of EUR 23 Million

14


15


16

Page 1,298 of 1,384



Valeo Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Capital Increase of up to 9.62 Percent


17



18



19

Mgmt For For Amend Article 13, 14 of Bylaws Re: Employee

Representatives

20


Formalities

21

Valero Energy Corporation


Meeting Type: Annual Ticker: VLO

Primary ISIN: US91913Y1001 Primary SEDOL: 2041364

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director H. Paulett Eberhart Mgmt For For

Mgmt For For Elect Director Joseph W. Gorder 1b

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 for preserving accountability. Furthermore, 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 Kimberly S. Greene 1c

Mgmt For For Elect Director Deborah P. Majoras 1d

Mgmt For For Elect Director Donald L. Nickles 1e

Mgmt For For Elect Director Philip J. Pfeiffer 1f

Mgmt For For Elect Director Robert A. Profusek 1g

Mgmt Against For Elect Director Susan Kaufman Purcell 1h


Mgmt For For Elect Director Stephen M. Waters 1i

Mgmt For For Elect Director Randall J. Weisenburger 1j

Mgmt For For Elect Director Rayford Wilkins, Jr. 1k

Page 1,299 of 1,384



Valero Energy Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, 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.Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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.


Valmet Corp


Meeting Type: Annual Ticker: VALMT

Primary ISIN: FI4000074984 Primary SEDOL: BH6XZT5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




3




Reports

6


Reports

7


EUR 0.42 Per Share

8


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 100,000 for Chairman, EUR 60,000 for Vice Chairman and EUR 48,000 for Other Directors; Approve Meeting Fees; Approve Remuneration for Committee Work

10

Mgmt For For Fix Number of Directors at Seven 11

Page 1,300 of 1,384



Valmet Corp Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Reelect Bo Risberg (Chairman), Lone Fonss Schroder, Rogerio Ziviani, Aaro Cantell, Jouko Karvinen (Vice Chair) and Tarja Tyni as Directors, Elect Eriikka Soderstrom as New

Director

12





Mgmt Against For Approve Issuance of up to 25 Million Shares without Preemptive Rights

16



Van Lanschot NV


Meeting Type: Special Ticker: LANS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Announce Vacancies on the Board and

Opportunity to Make Recommendations

2a

Mgmt For For Elect Lex van Overmeire to Supervisory Board 2b


Van Lanschot NV


Meeting Type: Annual Ticker: LANS


Page 1,301 of 1,384



Van Lanschot NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Supervisory Board

(Non-Voting)

2a


(Non-Voting)

2b


3a

Mgmt For For Adopt Financial Statements 3b


and Dividend Policy

3c

Mgmt For For Approve Dividends of EUR 1.20 Per Class A

Ordinary Share

3d

Mgmt For For Approve Discharge of Management Board 4a

Mgmt For For Approve Discharge of Supervisory Board 4b

Mgmt For For Amend Articles Re: Legislative Updates and

Change of Name

5

Mgmt Announce Intention of the Supervisory Board to

Reappoint Karl Guha to the Management Board

6


Mgmt Announce Vacancies on the Board 8.a

Mgmt For For Reelect Jeanine Helthuis to Supervisory Board 8b

Mgmt For For Elect Manfred Schepers to Supervisory Board 8c

Mgmt Announce Vacancies on the Board and

Opportunity to Make Recommendations

8d



9


10a


Mgmt Against For Authorize Board to Exclude Preemptive Rights


10b


Mgmt Any Other Business and Close Meeting 11

Page 1,302 of 1,384



Van LanschotKempen NV


Meeting Type: Special Ticker: VLK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1

Mgmt Discuss Capital Repayment Proposal 2

Mgmt For For Increase Par Value to EUR 2 Per Share 3a

Mgmt For For Approve Reduction in Share Capital with Repayment to Shareholders

3b


Varian Medical Systems, Inc.


Meeting Type: Annual Ticker: VAR

Primary ISIN: US92220P1057 Primary SEDOL: 2927516

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Susan L. Bostrom Mgmt For Withhold


Mgmt For For Elect Director Judy Bruner 1.2

Mgmt For For Elect Director Regina E. Dugan 1.3

Mgmt Withhold For Elect Director R. Andrew Eckert 1.4


Mgmt For For Elect Director Mark R. Laret 1.5

Mgmt For For Elect Director Erich R. Reinhardt 1.6

Mgmt For For Elect Director Dow R. Wilson 1.7

Page 1,303 of 1,384



Varian Medical Systems, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



2

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



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.



VAT Group AG


Meeting Type: Annual Ticker: VACN

Primary ISIN: CH0311864901 Primary SEDOL: BYZWMR9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Approve Treatment of Net Loss 2.1

Mgmt For For Approve Dividends of CHF 4.00 per Share from

Capital Contribution Reserves

2.2


Management

3

Mgmt For For Elect Martin Komischke as Director and Board

Chairman

4.1.1

Mgmt For For Reelect Alfred Gantner as Director 4.1.2

Mgmt For For Reelect Ulrich Eckhardt as Director 4.1.3

Mgmt For For Reelect Urs Leinhaeuser as Director 4.1.4

Mgmt For For Reelect Karl Schlegel as Director 4.1.5

Mgmt For For Elect Hermann Gerlinger as Director 4.1.6

Page 1,304 of 1,384



VAT Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Appoint Martin Komischke as Member of the


4.2.1

Mgmt Against For Appoint Ulrich Eckhardt as Member of the


4.2.2

Voter Rationale: Votes AGAINST the non-independent nominees Ulrich Eckhardt and Karl Schlegel are warranted because less than 50 percent of the compensation committee members would be independent following their elections.

Mgmt Against For Appoint Karl Schlegel as Member of the Compensation Committee

4.2.3

Voter Rationale: Votes AGAINST the non-independent nominees Ulrich Eckhardt and Karl Schlegel are warranted because less than 50 percent of the compensation committee members would be independent following their elections.

Mgmt For For Designate Roger Foehn as Independent Proxy 5

Mgmt Against For Ratify KPMG AG as Auditors 6

Voter Rationale: A vote AGAINST the ratification of the auditor is warranted because non-audit fees exceeded audit and audit-related fees in the fiscal year under review.

Mgmt For For Amend Articles Re: Variable Compensation 7

Mgmt For For Approve Remuneration Report (Non-Binding) 8.1

Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 170,000 from Jan. 1, 2017 until the 2017 AGM

8.2.1

Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 900,000 for the Period from the 2017 AGM until the 2018 AGM

8.2.2

Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 1.55 Million for Fiscal 2017

8.3.1

Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 1.55 Million for Fiscal 2018

8.3.2

Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 925,042 for Fiscal 2016

8.4

Mgmt For For Approve Maximum Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 900,000 for Fiscal 2017

8.5.1

Mgmt For For Approve Maximum Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 1.10 Million for Fiscal 2018

8.5.2



Page 1,305 of 1,384



Vedanta Resources plc


Meeting Type: Annual Ticker: VED


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For




Mgmt For For Elect Edward Story as Director 5

Mgmt For For Re-elect Anil Agarwal as Director 6

Mgmt For For Re-elect Navin Agarwal as Director 7

Mgmt For For Re-elect Tom Albanese as Director 8

Mgmt For For Re-elect Ekaterina Zotova as Director 9

Mgmt Against For Re-elect Deepak Parekh as Director 10

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.

Mgmt For For Re-elect Geoffrey Green as Director 11

Mgmt For For Re-elect Ravi Rajagopal as Director 12




15


16



17



19

Page 1,306 of 1,384



Ventas, Inc.


Meeting Type: Annual Ticker: VTR

Primary ISIN: US92276F1003 Primary SEDOL: 2927925

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Melody C. Barnes Mgmt For For

Mgmt For For Elect Director Debra A. Cafaro 1b


Mgmt Against For Elect Director Jay M. Gellert 1c


Mgmt For For Elect Director Richard I. Gilchrist 1d

Mgmt For For Elect Director Matthew J. Lustig 1e

Mgmt For For Elect Director Roxanne M. Martino 1f

Mgmt For For Elect Director Walter C. Rakowich 1g

Mgmt For For Elect Director Robert D. Reed 1h

Mgmt For For Elect Director Glenn J. Rufrano 1i

Mgmt For For Elect Director James D. Shelton 1j



3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. 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.


Veolia Environnement


Meeting Type: Annual/Special Ticker: VIE


Page 1,307 of 1,384




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1


Statutory Reports

2

Mgmt For For Approve Non-Deductible Expenses 3


EUR 0.80 per Share

4

Mgmt For For Approve Auditors' Special Report on


5

Mgmt For For Reelect Caisse des Depots et Consignations as

Director

6

Mgmt For For Reelect Marion Guillou as Director 7

Mgmt For For Reelect Paolo Scaroni as Director 8

Mgmt For For Renew Appointment of Ernst & Young et Autres

as Auditor

9


Mgmt Against For Approve Remuneration Policy for Chairman and

CEO

10

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 of time.

Mgmt Against For Non-Binding Vote on Compensation of Antoine Frerot, Chairman and CEO

11

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 of time. 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.


12

Mgmt For For Change Location of Registered Office to 21 rue de La Boetie, 75008 Paris and Amend Article 4

of Bylaws Accordingly

13


Mgmt For For Amend Article 12 of Bylaws Re: Age Limit For Chairman

14


15

Page 1,308 of 1,384





Meeting Type: Bondholder Ticker: VIE



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Holders of Bonds of VEOLIA

ENVIRONNEMENT with ISIN: FR0012663169

Mgmt

Mgmt Do Not Vote For Elect Bondholder Representative and Alternate Bondholder Representative

1

Mgmt Do Not Vote For Authorize Filing of Required Documents/Other Formalities

2

VEON Ltd.


Meeting Type: Annual Ticker: VEON

Primary ISIN: US91822M1062 Primary SEDOL: BD4H632

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Meeting for ADR Holders Mgmt

Mgmt For For Ratify PriceWaterhouseCoopers Accountants NV as Auditor and Authorize Board to Fix Auditor's

Remuneration

1

Mgmt For For Approve Increase in Size of Board to Eleven 2

Mgmt If Item 2 is NOT Passed; Elect 9 Directors by Cumulative Voting

Mgmt Against None Elect Mikhail Fridman as Director 3.1


Mgmt Against None Elect Alexey Reznikovich as Director 3.2


Page 1,309 of 1,384



VEON Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Andrey Gusev as Director 3.3


Mgmt Against None Elect Julian Horn-Smith as Director 3.4


Mgmt Against None Elect Gennady Gazin as Director 3.5


Mgmt Against None Elect Nils Katla as Director 3.6


Mgmt Against None Elect Gunnar Holt as Director 3.7


Mgmt For None Elect Jorn Jensen as Director 3.8

Mgmt Against None Elect Stan Chudnovsky as Director 3.9


Mgmt Against None Elect Ursula Burns as Director 3.10


Mgmt Against None Elect Guy Laurence as Director 3.11


Mgmt If Item 2 is Passed; Elect 11 Directors by Cumulative Voting

Page 1,310 of 1,384



VEON Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Mikhail Fridman as Director 4.1


Mgmt Against None Elect Alexey Reznikovich as Director 4.2


Mgmt Against None Elect Andrey Gusev as Director 4.3


Mgmt Against None Elect Julian Horn-Smith as Director 4.4


Mgmt Against None Elect Gennady Gazin as Director 4.5


Mgmt Against None Elect Nils Katla as Director 4.6


Mgmt Against None Elect Gunnar Holt as Director 4.7


Mgmt For None Elect Jorn Jensen as Director 4.8

Mgmt Against None Elect Stan Chudnovsky as Director 4.9


Mgmt Against None Elect Ursula Burns as Director 4.10


Page 1,311 of 1,384



VEON Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against None Elect Guy Laurence as Director 4.11


VEREIT, Inc.


Meeting Type: Annual Ticker: VER

Primary ISIN: US92339V1008 Primary SEDOL: BYVVTJ1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Glenn J. Rufrano Mgmt For For

Mgmt For For Elect Director Hugh R. Frater 1b

Mgmt For For Elect Director David B. Henry 1c

Mgmt For For Elect Director Mary Hogan Preusse 1d

Mgmt For For Elect Director Richard J. Lieb 1e

Mgmt For For Elect Director Mark S. Ordan 1f

Mgmt For For Elect Director Eugene A. Pinover 1g

Mgmt For For Elect Director Julie G. Richardson 1h




3

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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 suffciently long period of time. Additionally, the remuneration committee should not allow vesting of incentive awards for below median performance.

Veresen Inc.


Meeting Type: Special Ticker: VSN

Primary ISIN: CA92340R1064 Primary SEDOL: B3MBSJ6

Page 1,312 of 1,384



Veresen Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for Common Shareholders Mgmt

Mgmt For For Approve Acquisition by Pembina Pipeline

Corporation

1

Verizon Communications Inc.


Meeting Type: Annual Ticker: VZ

Primary ISIN: US92343V1044 Primary SEDOL: 2090571

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Shellye L. Archambeau Mgmt For For

Mgmt For For Elect Director Mark T. Bertolini 1.2

Mgmt Against For Elect Director Richard L. Carrion 1.3


Mgmt For For Elect Director Melanie L. Healey 1.4

Mgmt For For Elect Director M. Frances Keeth 1.5

Mgmt For For Elect Director Karl-Ludwig Kley 1.6

Mgmt For For Elect Director Lowell C. McAdam 1.7


Mgmt For For Elect Director Clarence Otis, Jr. 1.8

Mgmt For For Elect Director Rodney E. Slater 1.9

Mgmt For For Elect Director Kathryn A. Tesija 1.10

Mgmt For For Elect Director Gregory D. Wasson 1.11

Mgmt For For Elect Director Gregory G. Weaver 1.12



3

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. 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.

Page 1,313 of 1,384



Verizon Communications Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Omnibus Stock Plan 5

Voter Rationale: 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.

SH Abstain Against Establish Board Committee on Human Rights 6

Voter Rationale: The board already has a committee to review corporate responsibility performance and risks. Best practice suggests that the board clearly define this committee's role in reviewing sustainability policies, evaluating management implementation and report publicly on its work.

SH Against Against Report on Feasibility of Adopting GHG Emissions Targets

7

Voter Rationale: The company's policies and practices substantially address the concerns raised in this proposal.

SH For Against Amend Bylaws - Call Special Meetings 8

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting.

SH For Against Amend Clawback Policy 9

Voter Rationale: Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.

SH For Against Stock Retention/Holding Period 10

Voter Rationale: Companies should introduce substantial, long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While the specific threshold recommended by the proponents may not be ideal, the board should take a more robust approach to stock retention of long-term equity awards. This would also facilitate recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.

SH Against Against Limit Matching Contributions to Executive

Retirement Plans

11

Voter Rationale: The proposal is too restrictive. Compensation committee discretion is important as is a compensation strategy that incentivize performance and drives long-term sustainability and shareholder value.

Vestas Wind System A/S


Meeting Type: Annual Ticker: VWS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 1,314 of 1,384



Vestas Wind System A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Reports

2


DKK 9.71 Per Share

3

Mgmt For For Reelect Bert Nordberg as Director 4a

Mgmt For For Reelect Carsten Bjerg as Director 4b

Mgmt For For Reelect Eija Pitkanenas Director 4c

Mgmt For For Reelect Henrik Andersen as Director 4d

Mgmt For For Reelect Henry Stenson as Director 4e

Mgmt For For Reelect Lars Josefsson as Director 4f

Mgmt For For Reelect Lykke Friis as Director 4g

Mgmt For For Reelect Torben Sorensen as Director 4h

Mgmt For For Approve Remuneration of Directors for 2016 5a

Mgmt For For Approve Remuneration of Directors for 2017 5b


Mgmt For For Approve DKK 6 Million Reduction in Share


7a


Mgmt For For Amend Articles Re: Admission Cards for General

Meetings

7c

Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities

8

Vesuvius plc


Meeting Type: Annual Ticker: VSVS

Primary ISIN: GB00B82YXW83 Primary SEDOL: B82YXW8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Page 1,315 of 1,384



Vesuvius plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. In this case, we consider the increase to incentive award to be acceptable, although this will be reviewed going forward.


Mgmt For For Re-elect Christer Gardell as Director 5

Mgmt For For Re-elect Hock Goh as Director 6

Mgmt For For Re-elect Jane Hinkley as Director 7

Mgmt For For Re-elect Douglas Hurt as Director 8

Mgmt For For Elect Holly Koeppel as Director 9

Mgmt For For Re-elect John McDonough as Director 10

Mgmt For For Re-elect Francois Wanecq as Director 11

Mgmt For For Re-elect Guy Young as Director 12

Mgmt For For Appoint PricewaterhouseCoopers LLP as Auditors

13



15


16


17



18



20

VimpelCom Ltd.


Meeting Type: Special Ticker: VIP

Primary ISIN: US92719A1060 Primary SEDOL: B62HR76

Page 1,316 of 1,384



VimpelCom Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Change Company Name to VEON Ltd. 1

Mgmt Against For Amend Bylaws 2


Vinci


Meeting Type: Annual/Special Ticker: DG

Primary ISIN: FR0000125486 Primary SEDOL: B1XH026

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Statutory Reports

1


Reports

2


EUR 2.10 per Share

3

Mgmt For For Reelect Yannick Assouad as Director 4

Mgmt For For Reelect Graziella Gavezotti as Director 5

Mgmt For For Reelect Michael Pragnell as Director 6


Aggregate Amount of EUR 1.4 Million

7



8

Mgmt Against For Approve Remuneration Policy for Chairman and

CEO

9

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, companies should pro-rate LTIP grants post employment termination for both time and performance.

Page 1,317 of 1,384



Vinci Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Non-Binding Vote on Compensation of Xavier

Huillard, Chairman and CEO

10

Voter Rationale: Companies should explain any increases in performance share grants. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. We were also concerned over the ability of LTIP awards for vest post employment termination without being pro-rated for both time and performance.

Mgmt Against For Non-Binding Vote on Compensation of Pierre Coppey, Vice CEO, from Jan. 1st until June 20,

2016

11

Voter Rationale: Companies should explain any increases in performance share grants. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. We were also concerned over the ability of LTIP awards for vest post employment termination without being pro-rated for both time and performance.



12

Mgmt For For Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value

13



14

Mgmt For For Authorize Issuance of Convertible Bonds without Preemptive Rights, up to an Aggregate Nominal

Amount EUR 150 Million

15

Mgmt For For Approve Issuance of Convertible Bonds without Preemptive Rights Other than Oceane, up to an

Aggregate Nominal Amount EUR 150 Million

16

Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation

Submitted to Shareholder Vote Above

17


18


19

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of

International Subsidiaries

20


21

Page 1,318 of 1,384



Virbac


Meeting Type: Annual/Special Ticker: VIRP


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Financial Statements and Discharge Management Board Members

1



2

Mgmt For For Approve Allocation of Income and Absence of Dividends

3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the

Absence of New Transactions

4

Mgmt For For Reelect Jeanine Dick as Supervisory Board Member

5

Mgmt Against For Reelect Olivier Bohuon as Supervisory Board Member

6


Mgmt Against For Renew Appointment of XYC as Censor 7

Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.

Mgmt For For Non-Binding Vote on Compensation of Marie-Helene Dick, Chairman of the Supervisory Board

8

Mgmt Against For Non-Binding Vote on Compensation of Eric

Maree, Chairman of Management Board

9

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, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Moreover, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. Finally, 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 1,319 of 1,384



Virbac Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Management Board Members

10

Voter Rationale: 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. In addition, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Moreover, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. Finally, 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 Approve Remuneration Policy of Supervisory Board Members

11

Mgmt Against For Approve Remuneration Policy of Management Board Members

12

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR

141,000

13


14




15

Mgmt For For Amend Article 16 of Bylaws Re: Age Limit of Management Board Members

16


17

Virgin Money Holdings (UK) plc


Meeting Type: Annual Ticker: VM.

Primary ISIN: GB00BQ8P0644 Primary SEDOL: BQ8P064

Page 1,320 of 1,384



Virgin Money Holdings (UK) plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Mgmt For For Re-elect Glen Moreno as Director 3

Mgmt For For Re-elect Jayne-Anne Gadhia as Director 4

Mgmt For For Re-elect Norman McLuskie as Director 5

Mgmt For For Re-elect Colin Keogh as Director 6

Mgmt For For Re-elect Geeta Gopalan as Director 7

Mgmt For For Elect Eva Eisenschimmel as Director 8

Mgmt For For Elect Darren Pope as Director 9

Mgmt For For Re-elect Gordon McCallum as Director 10

Mgmt For For Re-elect Patrick McCall as Director 11



Auditors

13



14

Mgmt For For Approve EU Political Donations and Expenditure 15


Rights

16


Rights

17


18


Mgmt For For Authorise Issue of Equity in Relation to Equity

Convertible Additional Tier 1 Securities

20

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Equity Convertible Additional Tier 1 Securities

21



22

Page 1,321 of 1,384



Visa Inc.


Meeting Type: Annual Ticker: V

Primary ISIN: US92826C8394 Primary SEDOL: B2PZN04

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Lloyd A. Carney Mgmt For For

Mgmt For For Elect Director Mary B. Cranston 1b

Mgmt For For Elect Director Francisco Javier Fernandez-Carbajal

1c

Mgmt For For Elect Director Gary A. Hoffman 1d

Mgmt For For Elect Director Alfred F. Kelly, Jr. 1e

Mgmt For For Elect Director Robert W. Matschullat 1f

Mgmt For For Elect Director Suzanne Nora Johnson 1g

Mgmt For For Elect Director John A.C. Swainson 1h

Mgmt For For Elect Director Maynard G. Webb, Jr. 1i


2

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, 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.



Vitrolife AB


Meeting Type: Annual Ticker: VITR


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt



Page 1,322 of 1,384



Vitrolife AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction






Reports

8a

Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management

8b


Reports

9a


SEK 2.60 Per Share

9b


Mgmt Receive Nomination Committee's Report 10



11

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 1.6 Million; Approve Remuneration of Auditors

12

Mgmt For For Reelect Carsten Browall (Chair), Barbro Fridén, Tord Lendau, Pia Marions, Fredrik Mattsson, and Jon Sigurdsson as Directors; Ratify Deloitte as Auditor

13


Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on


14

Mgmt For For Approve Issuance 2.17 Million New Shares without Preemptive Rights

15



17



Page 1,323 of 1,384



Vivendi


Meeting Type: Annual/Special Ticker: VIV


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1


2

Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions Regarding Ongoing

Transactions

3

Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.


EUR 0.40 per Share

4

Mgmt For For Non-Binding Vote on Compensation of Vincent

Bollore, Chairman of the Supervisory Board

5


Mgmt Against For Non-Binding Vote on Compensation of Arnaud de Puyfontaine, Chairman of the Management

Board

6

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.

Mgmt Against For Non-Binding Vote on Compensation of Frederic Crepin, Management Board Member

7


Mgmt Against For Non-Binding Vote on Compensation of Simon Gillham, Management Board Member

8


Mgmt Against For Non-Binding Vote on Compensation of Herve Philippe, Management Board Member

9

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore,any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.

Page 1,324 of 1,384



Vivendi Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Non-Binding Vote on Compensation of Stephane

Roussel, Management Board Member

10

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.

Mgmt For For Approve Remuneration Policy for Supervisory Board Members and Chairman

11

Mgmt Against For Approve Remuneration Policy for Chairman of the Management Board

12

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, 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 Against For Approve Remuneration Policy for Management Board Members

13

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, 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 Against For Ratify Appointment of Yannick Bollore as Supervisory Board Member

14

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, 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. Lastly, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Vincent Bollore as Supervisory Board

Member

15

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. 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.

Mgmt Against For Elect Veronique Driot-Argentin as Supervisory

Board Member

16


Mgmt Against For Elect Sandrine Le Bihan as Representative of Employee Shareholders to the Supervisory Board

17


Mgmt For For Appoint Deloitte et Associes as Auditor 18


Page 1,325 of 1,384



Vivendi Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Authorize Repurchase of Up to 10 Percent of


19




20

Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to


21


Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 375 Million for Bonus Issue or Increase in

Par Value

22



23

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries

24


25

VMware, Inc.


Meeting Type: Annual Ticker: VMW

Primary ISIN: US9285634021 Primary SEDOL: B23SN61

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Director Anthony Bates Mgmt For Against

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. 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.

Page 1,326 of 1,384



VMware, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



2

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



Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, 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. Finally, 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 Certificate of Incorporation 6


Vocento S.A


Meeting Type: Annual Ticker: VOC

Primary ISIN: ES0114820113 Primary SEDOL: B03PTZ9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial

Statements and Treatment of Net Loss Mgmt For For


Mgmt Against For Ratify Appointment of and Elect Enrique de

Ybarra Ybarra as Director

3


Mgmt Against For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent

4


Page 1,327 of 1,384



Vocento S.A Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities up to EUR 150 Million

5

Mgmt Against For Advisory Vote on Remuneration Report 6



7

Vodafone Group Plc


Meeting Type: Annual Ticker: VOD

Primary ISIN: GB00BH4HKS39 Primary SEDOL: BH4HKS3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For

Mgmt For For Re-elect Gerard Kleisterlee as Director 2


Mgmt For For Re-elect Vittorio Colao as Director 3

Mgmt For For Re-elect Nick Read as Director 4

Mgmt For For Re-elect Sir Crispin Davis as Director 5

Mgmt Against For Re-elect Dr Mathias Dopfner as Director 6


Mgmt For For Re-elect Dame Clara Furse as Director 7

Mgmt For For Re-elect Valerie Gooding as Director 8

Mgmt For For Re-elect Renee James as Director 9

Mgmt For For Re-elect Samuel Jonah as Director 10

Mgmt For For Elect Maria Amparo Moraleda Martinez as

Director

11

Mgmt For For Re-elect David Nish as Director 12


Page 1,328 of 1,384



Vodafone Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: We have identified concerns regarding the Company's decision to remove the requirement for LTIP participants to invest their own money into shares in order to achieve the maximum grant available. Although this would lead to a simplification of how the plan operates, we would have expected this adjustment to have been accompanied with a substantial reduction in quantum, reflecting that the maximum award is granted each year irrespective of personal investment.




16


17


18


19



20



22


23

Voestalpine AG


Meeting Type: Annual Ticker: VOE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports (Non-Voting) Mgmt




Page 1,329 of 1,384



Voestalpine AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify Auditors 5



Shares

6

Volkswagen AG (VW)


Meeting Type: Annual Ticker: VOW3


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 2.00 per Ordinary Share and EUR 2.06 per Preferred Share

2

Mgmt Against For Approve Discharge of Management Board

Member M. Mueller for Fiscal 2016

3.1

Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.


Member K. Blessing for Fiscal 2016

3.2



Member H. Diess for Fiscal 2016

3.3


Mgmt Against For Approve Discharge of Management Board Member F.J. Garcia Sanz for Fiscal 2016

3.4

Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.p>

Page 1,330 of 1,384



Volkswagen AG (VW) Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member J. Heizmann for Fiscal 2016

3.5


Mgmt Against For Approve Discharge of Management Board Member C. Hohmann-Dennhardt for Fiscal 2016

3.6


Mgmt Against For Approve Discharge of Management Board Member A. Renschler for Fiscal 2016

3.7


Mgmt Against For Approve Discharge of Management Board Member R. Stadler for Fiscal 2016

3.8



Member F. Witter for Fiscal 2016

3.9


Mgmt Against For Approve Discharge of Supervisory Board

Member H.D. Poetsch for Fiscal 2016

4.1



Member J. Hofmann for Fiscal 2016

4.2


Mgmt Against For Approve Discharge of Supervisory Board Member H.A. Al-Abdulla for Fiscal 2016

4.3


Page 1,331 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member A. Al Baker for Fiscal 2016

4.4


Mgmt Against For Approve Discharge of Supervisory Board Member H. S. Al-Jaber for Fiscal 2016

4.5


Mgmt Against For Approve Discharge of Supervisory Board Member B. Dietze for Fiscal 2016

4.6


Mgmt Against For Approve Discharge of Supervisory Board Member A. Falkengren for Fiscal 2016

4.7



Member H.-P. Fischer for Fiscal 2016

4.8



Member U. Fritsch for Fiscal 2016

4.9



Member B. Froehlich for Fiscal 2016

4.10

Voter Rationale: Votes AGAINST the discharge of all management and supervisory board members are warranted:- As a precautionary measure considering the ongoing legal and civil actions;- Because of the ongoing concerns about the company's governance and internal controls;- Because of the company's poor response to the crisis; and- Because of the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.

Mgmt Against For Approve Discharge of Supervisory Board Member U. Hueck for Fiscal 2016

4.11


Page 1,332 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member J. Jaervklo for Fiscal 2016

4.12


Mgmt Against For Approve Discharge of Supervisory Board Member L. Kiesling for Fiscal 2016

4.13


Mgmt Against For Approve Discharge of Supervisory Board Member O. Lies for Fiscal 2016

4.14


Mgmt Against For Approve Discharge of Supervisory Board Member P. Mosch for Fiscal 2016

4.15



Member B. Osterloh for Fiscal 2016

4.16



Member H.M. Piech for Fiscal 2016

4.17



Member F.O. Porsche for Fiscal 2016

4.18


Mgmt Against For Approve Discharge of Supervisory Board Member W. Porsche for Fiscal 2016

4.19


Page 1,333 of 1,384




Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Member S. Weil for Fiscal 2016

4.20


Mgmt Against For Approve Discharge of Supervisory Board Member S. Wolf for Fiscal 2016

4.21


Mgmt Against For Approve Discharge of Supervisory Board Member T. Zwiebler for Fiscal 2016

4.22


Mgmt Against For Approve Remuneration System for Management Board Members

5

Voter Rationale: We have significant concerns over the unexplained large increases in the base salary as the company continues to deal with the fallout of the diesel scandal. We also question the grant of exceptional awards. 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. 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. Finally, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.

Mgmt Against For Approve Remuneration of Supervisory Board 6

Voter Rationale: Given the concerns highlighted above, we do not find an increase in supervisory board fees to be appropriate at this stage.

Mgmt For For Approve Affiliation Agreement with Subsidiary

Volkswagen Beteiligungsverwaltung GmbH

7


Auditors for Fiscal 2017

8.1


Auditors for the First Half of Fiscal 2017

8.2

Mgmt For For Ratify PricewaterhouseCoopers as Auditors for

the First Quarter of Fiscal 2018

8.3

Volvo AB


Meeting Type: Annual Ticker: VOLV B

Primary ISIN: SE0000115446 Primary SEDOL: B1QH830

Page 1,334 of 1,384



Volvo AB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt






Mgmt Receive Board's Report 7


Reports; Receive President's Report

8


Reports

9


SEK 3.25 Per Share

10


Mgmt For For Determine Number of Members (11) and

Deputy Members (0) of Board

12

Mgmt Against For Approve Remuneration of Directors in the Amount of SEK 3.4 Million for Chairman and SEK 1.0 Million for Other Directors; Approve

Remuneration for Committee Work

13

Voter Rationale: We voted against as the proposed director fees can be considered excessive in relation to comparable domestic peers.

Mgmt For For Reelect Matti Alahuhta as Director 14a

Mgmt For For Reelect Eckhard Cordes as Director 14b

Mgmt For For Reelect James Griffith as Director 14c

Mgmt For For Reelect Martin Lundstedt as Director 14d

Mgmt Against For Reelect Kathryn Marinello as Director 14e

Mgmt For For Reelect Martina Merz as Director 14f

Mgmt For For Reelect Hanna de Mora as Director 14g

Mgmt For For Reelect Hakan Samuelsson as Director 14h

Mgmt For For Reelect Helena Stjernholm as Director 14i

Mgmt For For Reelect Carl-Henric Svenberg as Director 14j

Mgmt For For Reelect Lars Westerberg as Director 14k

Mgmt For For Reelect Carl-Henric Svanberg as Board

Chairman

15

Page 1,335 of 1,384



Volvo AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Authorize Chairman of Board, Bengt Kjell, Lars Forberg, Yngve Slungstad and Par Boman to Serve on Election Committee

16

Mgmt For For Amend Instructions for Election Committee 17



18

Mgmt Shareholder Proposals Submitted by Henrik

Munck

SH Against None Instruct Board to Formulate a Company Policy for Paying Corporate Tax to Present to the AGM 2018

19a

SH Against None Instruct Board to Initiate an Independent

Review of the Company's Use of Private Jets

19b1

SH Against None Instruct Board to Formulate a Company Policy to Ban the Use of Private Jets Throughout the Company, to Present to the AGM 2018

19b2

SH Against None Instruct Board to Initiate an Independent

Review of Representation Hunts

19c

SH Against None Require Board to as From 2017 Include Results from Employee Survey in Annual and Sustainability Report

19d

SH Against None Instruct Board to Develop a Whistle Blower

Function

19e1

SH Against None Require Board to as From 2017 Include Potential Whistle Blowing Incidents in Annual and Sustainability Report

19e2

SH Against None Discontinue Variable Compensation Plans to

Senior Executives of Company

19f

SH Against None Instruct Board to Formulate a Company Policy to Support Political Engagement by Employees, to Present to the AGM 2018

19g1

SH Against None Require Board to, as from 2017, Include Number of Politically Engaged Employees in Annual and Sustainability Report

19g2

SH Against None Amend Articles Re: Company Purpose 19h

Vonovia SE


Meeting Type: Annual Ticker: VNA

Primary ISIN: DE000A1ML7J1 Primary SEDOL: BBJPFY1

Page 1,336 of 1,384



Vonovia SE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt


EUR 1.12 per Share

2


Fiscal 2016

3


Fiscal 2016

4


Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 and as as Auditors for the First Quarter of Fiscal 2018

5

Mgmt Against For Approve Creation of EUR 66.55 Million Pool of


6


Mgmt For For Change Location of Registered Office Headquarters

7

Mgmt For For Amend Articles Re: Article 17 "Change Majority Requirements at Annual General Meeting"

8

Vossloh AG


Meeting Type: Annual Ticker: VOS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Omission of

Dividends

2


Fiscal 2016

3

Page 1,337 of 1,384



Vossloh AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Fiscal 2016

4



Mgmt For For Elect Volker Kefer to the Supervisory Board 6

Mgmt Against For Approve Creation of EUR 22.7 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

7


Vostok New Ventures Ltd.


Meeting Type: Annual Ticker: VNV SDB

Primary ISIN: SE0007278965 Primary SEDOL: BYRY347

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Approve Minutes of Previous Meeting 3



4


Mgmt Receive Report by CEO 6


Reports (Non-Voting)

7


Reports (Voting)

8a


Mgmt For For Approve Allocation of Income and Omission of

Dividends

8b

Mgmt For For Fix Number of Directors at Six; Fix Number of

Auditors

9

Page 1,338 of 1,384



Vostok New Ventures Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Item 10 Contains Competing Proposals on the Remuneration of Directors. Despite the Lack of a Proxy Card, the Item Has Been Divided Into Three To Allow Shareholders to Vote Separately

on the Competing Proposals

Mgmt For For Approve Remuneration for Directors (Proposal Submittes by Nominating Committee Members Representing Luxor Capital Group and Ruane Cunniff and Goldfarb)

10a

Mgmt For For Approve Remuneration for Directors (Proposal Submitted by Nominating Committee Member Representing Swedbank Robur Funds)

10b

Mgmt Against For Approve Remuneration of Auditors 10c

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

Mgmt For For Reelect Lars Gronstedt, Josh Blachman, Per Brilioth, Victoria Grace, Ylva Lindquist and Keith Richman as Directors; Ratify PricewaterhouseCoopers as Auditors

11


Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on


12


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.

Mgmt Against For Approve 2017 LTIP 14

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.


VTG AG


Meeting Type: Annual Ticker: VT9

Primary ISIN: DE000VTG9999 Primary SEDOL: B04ZLY1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt

Page 1,339 of 1,384



VTG AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


EUR 0.75 per Share

2


Fiscal 2016

3


Fiscal 2016

4



5

Mgmt For For Reelect Jost Massenberg to the Supervisory Board

6.1

Mgmt For For Reelect Karl Gernandt to the Supervisory Board 6.2

Mgmt For For Elect Markus Hottenrott to the Supervisory Board

6.3

Mgmt For For Reelect Klaus-Juergen Juhnke to the Supervisory Board

6.4

Mgmt For For Reelect Bernd Malmstroem to the Supervisory Board

6.5

Mgmt For For Reelect Christian Olearius to the Supervisory Board

6.6

Wacker Chemie AG


Meeting Type: Annual Ticker: WCH

Primary ISIN: DE000WCH8881 Primary SEDOL: B11Y568

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt


EUR 2.00 per Share

2


Fiscal 2016

3


Fiscal 2016

4


Page 1,340 of 1,384



Wacker Chemie AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 and

for the First Quarter of Fiscal 2018

5


Walgreens Boots Alliance, Inc.


Meeting Type: Annual Ticker: WBA

Primary ISIN: US9314271084 Primary SEDOL: BTN1Y44

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Janice M. Babiak Mgmt For For

Mgmt For For Elect Director David J. Brailer 1b

Mgmt Against For Elect Director William C. Foote 1c

Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, 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 Ginger L. Graham 1d


Mgmt For For Elect Director John A. Lederer 1e

Mgmt For For Elect Director Dominic P. Murphy 1f

Mgmt For For Elect Director Stefano Pessina 1g

Mgmt For For Elect Director Leonard D. Schaeffer 1h


Mgmt For For Elect Director Nancy M. Schlichting 1i

Mgmt For For Elect Director James A. Skinner 1j


2

Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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 suffciently long period of time. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Page 1,341 of 1,384



Walgreens Boots Alliance, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For Approve Executive Incentive Bonus Plan 4

SH For Against Proxy Access 5


SH For Against Approve Report on Executive Pay & Sustainability Performance

6

Voter Rationale: Compensation committees should consider targets linking environmental and social management objectives to compensation where poor management of these can impact long-term shareholder value as this can be a vital component of corproate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.

Wallenstam AB


Meeting Type: Annual Ticker: WALL B

Primary ISIN: SE0007074844 Primary SEDOL: BXVMBK2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt








Reports

8


Reports

9


SEK 1.70 Per Share

10


Page 1,342 of 1,384



Wallenstam AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Determine Number of Members (5) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (1)

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 700,000 for the Chairman, SEK 250,000 for the Vice Chairman and SEK 150,000 for Other Directors; Approve Remuneration of

Auditors

13

Mgmt For For Reelect Christer Villard (Chairman), Ulrica Messing, Agneta Wallenstam, Anders Berntsson and Karin Weijber as Directors

14



Mgmt For For Elect Chairman of Board, Hans Wallenstam, Lars-Ake Bokenberger and Dick Brenner as

Members of Nominating Committee

16


17


Mgmt For For Approve SEK 5 Million Reduction in Share Capital via Share Cancellation

18


Mgmt For For Authorize Reissuance of Repurchased Shares 20


Wal-Mart Stores, Inc.


Meeting Type: Annual Ticker: WMT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director James I. Cash, Jr. Mgmt For For

Mgmt For For Elect Director Timothy P. Flynn 1b

Mgmt For For Elect Director Carla A. Harris 1c

Mgmt For For Elect Director Thomas W. Horton 1d

Page 1,343 of 1,384



Wal-Mart Stores, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Marissa A. Mayer 1e

Mgmt For For Elect Director C. Douglas McMillon 1f

Mgmt For For Elect Director Gregory B. Penner 1g

Mgmt For For Elect Director Steven S Reinemund 1h

Mgmt For For Elect Director Kevin Y. Systrom 1i

Mgmt For For Elect Director S. Robson Walton 1j

Mgmt For For Elect Director Steuart L. Walton 1k




3

Voter Rationale: Executive compensation is not aligned with shareholder experience. Both annual and long-term incentives for fiscal 2017 performance were earned above target against largely non-rigorous goals, despite the fact that actual performance for a number of incentive measures actually declined for the year in review.





SH For Against Provide Proxy Access Right 6


SH Against Against Require Independent Director Nominee with

Environmental Experience

7

Voter Rationale: The company`s policies and practices substantially address the concerns raised in the resolution.

Wartsila Oyj


Meeting Type: Annual Ticker: WRT1V


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Page 1,344 of 1,384



Wartsila Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




3




Reports

6


Reports

7


EUR 1.30 Per Share

8


Mgmt For For Approve Remuneration of Directors in the Amount of EUR 130,000 for Chairman, EUR 99,000 for Vice Chairman, and EUR 66,000 for Other Directors; Approve Meeting Fees

10

Mgmt For For Fix Number of Directors at Eight 11

Mgmt For For Reelect Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Tom Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo as Directors; Elect Karin Falk and Johan Forssell as New Directors

12



Mgmt For For Ratify PricewaterhouseCoopers as auditor 14


15


Waters Corporation


Meeting Type: Annual Ticker: WAT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael J. Berendt Mgmt For Withhold

Page 1,345 of 1,384



Waters Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. 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 Withhold For Elect Director Douglas A. Berthiaume 1.2

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.

Mgmt Withhold For Elect Director Edward Conard 1.3


Mgmt Withhold For Elect Director Laurie H. Glimcher 1.4

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence.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 For For Elect Director Christopher A. Kuebler 1.5

Mgmt Withhold For Elect Director William J. Miller 1.6


Mgmt For For Elect Director Christopher J. O'Connell 1.7

Mgmt For For Elect Director JoAnn A. Reed 1.8

Mgmt Withhold For Elect Director Thomas P. Salice 1.9

Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.




3

Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Page 1,346 of 1,384



Waters Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



SH For None Adopt Proxy Access Right 6


Wells Fargo & Company


Meeting Type: Annual Ticker: WFC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John D. Baker, II Mgmt For Against

Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.

Mgmt Against For Elect Director John S. Chen 1b

Voter Rationale: This director's commitments, as a top officer and director at more than two public companies, are excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time.

Mgmt Against For Elect Director Lloyd H. Dean 1c


Mgmt Against For Elect Director Elizabeth A. Duke 1d


Page 1,347 of 1,384



Wells Fargo & Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Enrique Hernandez, Jr. 1e


Mgmt Against For Elect Director Donald M. James 1f


Mgmt For For Elect Director Cynthia H. Milligan 1g


Mgmt For For Elect Director Karen B. Peetz 1h

Mgmt Against For Elect Director Federico F. Peña 1i


Mgmt Against For Elect Director James H. Quigley 1j


Mgmt For For Elect Director Stephen W. Sanger 1k


Mgmt For For Elect Director Ronald L. Sargent 1l

Mgmt For For Elect Director Timothy J. Sloan 1m

Mgmt For For Elect Director Susan G. Swenson 1n

Voter Rationale: We continue to have concerns about this director's long tenure and in particular as a member of the audit committee, which should be comprised entirely of truly independent directors. Nevertheless we recognise the recent board refreshment and expect that in due course the remaining long-standing directors will transition and we will encourage the company to ensure that key committees remain fully independent.

Page 1,348 of 1,384



Wells Fargo & Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Elect Director Suzanne M. Vautrinot 1o



2

Voter Rationale: We welcome the clear actions taken by the board to ensure pay has been significantly reduced to executives following the retail banking controversy. We are supportive of the board exercising discretion to pay no bonus or substantially reduce vesting of prior cycle equity awards.Nevertheless, we have some concerns about the pay plan. These include: 1) 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. 2) The remuneration committee should not allow vesting of incentive awards for below median performance. The remuneration committee should not allow vesting of incentive awards for below median performance. 3) We encourage a more structured and less discretionary annual incentive scheme. 4) We urge more rigor in the performance equity. Our expectation is for these points to be addressed by 2018 pay plan. In the event of no notable reform to the pay plan on these issues, we may vote against the pay plan despite our support this year.




SH For Against Review and Report on Business Standards 5

Voter Rationale: A vote FOR this resolution is warranted in consideration of the following factors contained in the resolution when taken in aggregate including:* the severity of the underlying issue addressed;* the rationale for and reasonableness of the proposal; and* the lack of downside risk and potential upside benefits to shareholders of approval.

SH Against Against Provide for Cumulative Voting 6

Voter Rationale: In practice, cumulative voting rarely enhances the rights of minotiry shareholders and risks that the board will not achieve an appropriate balance of independence and objectivity.

SH Against Against Report on Divesting Non-Core Business 7

SH Against Against Report on Gender Pay Gap 8



SH For Against Adopt Global Policy Regarding the Rights of

Indigenous People

10

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information regarding its policies, due diligence processes and oversight of indigenous rights-related risks, given the negative financial and reputational impact of the Dakota Access Pipeline controversy.

Page 1,349 of 1,384



West Fraser Timber Co. Ltd.


Meeting Type: Annual Ticker: WFT


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Fix Number of Directors at Ten Mgmt For For

Mgmt You May Vote for the Nominees for Directors Individually:

Mgmt Withhold For Elect Director Henry H. (Hank) Ketcham 2.1

Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.

Mgmt For For Elect Director Reid E. Carter 2.2

Mgmt For For Elect Director John N. Floren 2.3

Mgmt For For Elect Director Brian G. Kenning 2.4

Mgmt For For Elect Director John K. Ketcham 2.5

Mgmt For For Elect Director Gerald J. (Gerry) Miller 2.6

Mgmt For For Elect Director Robert L. Phillips 2.7

Mgmt Withhold For Elect Director Janice G. Rennie 2.8


Mgmt For For Elect Director Edward R. (Ted) Seraphim 2.9

Mgmt For For Elect Director Gillian D. Winckler 2.10

Mgmt OR You May Vote for the Nominees for Directors as Slate:

Mgmt Withhold For Elect Henry H. (Hank) Ketcham, Reid E. Carter, John N. Floren, Brian G. Kenning, John K. Ketcham, Gerald J. (Gerry) Miller, Robert L. Phillips, Janice G. Rennie, Edward R. (Ted) Seraphim and Gillian D. Winckler as Directors

2

Voter Rationale: We ask the company to submit directors for re-election individually, rather than as a single slate. Slate elections hamper director accountability to shareholders and are not in keeping with good governance practice globally.

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

3

Mgmt Against For Advisory Vote on Executive Compensation

Approach

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 of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.

Page 1,350 of 1,384



Westinghouse Air Brake Technologies Corporation


Meeting Type: Annual Ticker: WAB


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Philippe Alfroid Mgmt For For


Mgmt For For Elect Director Raymond T. Betler 1.2


Mgmt Withhold For Elect Director Emilio A. Fernandez 1.3

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. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board. In addition, directors with long board tenures should not serve on committees that require absolute independence.Lastly, 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 Lee B. Foster, II 1.4

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. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board.In addition, directors with long board tenures should not serve on committees that require absolute independence.



2

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



Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation. In addition, 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. Finally,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 Against For Amend Non-Employee Director Omnibus Stock Plan

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.

Page 1,351 of 1,384



Westinghouse Air Brake Technologies Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Westpac Banking Corporation


Meeting Type: Annual Ticker: WBC

Primary ISIN: AU000000WBC1 Primary SEDOL: 6076146

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report Mgmt For For

Mgmt For For Approve Grant of Shares and Performance Rights to Brian Hartzer

3

Mgmt For For Approve the First Buy-Back Scheme of Westpac Convertible Preference Shares

4a

Mgmt For For Approve the Second Buy-Back Scheme of Westpac Convertible Preference Shares

4b

Mgmt For For Elect Lindsay Maxsted as Director 5a

Mgmt For For Elect Peter Hawkins as Director 5b

Mgmt For For Elect Alison Deans as Director 5c

Mgmt For For Elect Nerida Caesar as Director 5d

WH Group Ltd.



Primary ISIN: KYG960071028 Primary SEDOL: BLLHKZ1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



Mgmt For For Elect You Mu as Director 2a

Mgmt For For Elect Huang Ming as Director 2b

Mgmt For For Elect Lau, Jin Tin Don as Director 2c

Page 1,352 of 1,384



WH Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Directors

3

Mgmt For For Approve Ernst & Young as Auditor and Authorize


4





7


WH Smith plc


Meeting Type: Annual Ticker: SMWH

Primary ISIN: GB00B2PDGW16 Primary SEDOL: B2PDGW1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For



Mgmt For For Re-elect Suzanne Baxter as Director 4

Mgmt For For Re-elect Stephen Clarke as Director 5

Mgmt For For Re-elect Annemarie Durbin as Director 6

Mgmt For For Re-elect Drummond Hall as Director 7

Mgmt For For Re-elect Robert Moorhead as Director 8

Mgmt For For Re-elect Henry Staunton as Director 9


10


11


12


13

Page 1,353 of 1,384



WH Smith plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

14


Rights

15




17

Wienerberger AG


Meeting Type: Annual Ticker: WIE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2



Mgmt For For Ratify Deloitte Audit GmbH as Auditors 5


Mgmt For For Reelect Peter Johnson as Supervisory Board

Member

6.1

Mgmt For For Elect David Charles Davies as Supervisory Board

Member

6.2

Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Key Employees

7

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, shares should not be repurchased at a significant variation to the market price.

Mgmt For For Amend Articles Re: Participation at General

Meetings

8.1

Mgmt For For Amend Articles Re: Allocation of Income 8.2

Page 1,354 of 1,384



William Demant Holding A/S


Meeting Type: Annual Ticker: WDH

Primary ISIN: DK0060738599 Primary SEDOL: BZ01RF1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



2


Mgmt For For Approve Remuneration of Directors in the Amount of DKK 1.05 Million for Chairman, DKK 700,000 for Vice Chairman, and DKK 350,000 for Other Directors

3


4

Mgmt Abstain For Reelect Peter Foss as Director 5a

Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Niels B. Christiansen as Director 5b

Mgmt For For Reelect Benedikte Leroy as Director 5c

Mgmt Abstain For Reelect Lars Rasmussen as Director 5d


Mgmt For For Elect Niels Jacobsen as New Director 5e



Capital

7a


Mgmt For For Amend Articles Re: General Meeting and

Distribution of Ballot Papers

7c

Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities

7d


Page 1,355 of 1,384



Williams-Sonoma, Inc.


Meeting Type: Annual Ticker: WSM


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Laura J. Alber Mgmt For For

Mgmt Against For Elect Director Adrian D.P. Bellamy 1.2


Mgmt For For Elect Director Rose Marie Bravo 1.3

Mgmt For For Elect Director Anthony A. Greener 1.4

Mgmt For For Elect Director Grace Puma 1.5

Mgmt For For Elect Director Christiana Smith Shi 1.6

Mgmt For For Elect Director Sabrina Simmons 1.7

Mgmt For For Elect Director Jerry D. Stritzke 1.8

Mgmt For For Elect Director Frits D. van Paasschen 1.9


2

Voter Rationale: 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. 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 Provide Proxy Access Right 5

SH For Against Adopt Proxy Access Right 6

Voter Rationale: A vote FOR this advisory proposal is warranted as the proxy access provisions suggested by the proponent would be more favorable to shareholders than the comparable provisions of the board bylaw proposal in Item 5.

Page 1,356 of 1,384



Wilmar International Limited


Meeting Type: Annual Ticker: F34

Primary ISIN: SG1T56930848 Primary SEDOL: B17KC69

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Adopt Financial Statements and Directors' and Auditors' Reports

Mgmt For For



Mgmt For For Elect Kuok Khoon Hong as Director 4

Mgmt For For Elect Kwah Thiam Hock as Director 5

Mgmt For For Elect Tay Kah Chye as Director 6

Mgmt Against For Elect Kuok Khoon Hua as Director 7

Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.

Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

8


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

9


Mgmt Against For Approve Grant of Options and Issuance of Shares Under the Wilmar Executives Share Option Scheme 2009

10

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, this plan could lead to excessive dilution. Finally, 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 Mandate for Interested Person

Transactions

11


Wipro Limited

Meeting Date: 06/05/2017 Country: India


Primary ISIN: INE075A01022 Primary SEDOL: 6206051

Page 1,357 of 1,384



Wipro Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Postal Ballot

Mgmt For For Increase Authorized Share Capital and Amend

Memorandum of Association

1

Mgmt For For Approve Issuance of Bonus Shares 2

Wipro Limited




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1

Mgmt For For Confirm Interim Dividend as Final Dividend 2

Mgmt For For Reelect Abidali Z Neemuchwala as Director 3

Mgmt For For Approve Deloitte Haskins & Sells LLP, Chartered Accountants as Auditors and Authorize Board to

Fix Their Remuneration

4

Mgmt For For Approve Reappointment and Remuneration of Azim H Premji as Executive Chairman and

Managing Director

5

Mgmt For For Reelect William Arthur Owens as Director 6

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.

Wipro Limited




Page 1,358 of 1,384



Wipro Limited

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Against For Approve Buy Back of Equity Shares 1

Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.

Wirecard AG


Meeting Type: Annual Ticker: WDI


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




EUR 0.16 per Share

2


Fiscal 2016

3


Fiscal 2016

4

Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.


5


Shares

6

Wizz Air Holdings Plc


Meeting Type: Annual Ticker: WIZZ

Primary ISIN: JE00BN574F90 Primary SEDOL: BN574F9

Page 1,359 of 1,384




Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For


Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.

Mgmt For For Re-elect William Franke as Director 3

Mgmt For For Re-elect Jozsef Varadi as Director 4

Mgmt For For Re-elect Thierry de Preux as Director 5

Mgmt For For Re-elect Thierry de Preux as Director

(Independent Shareholder Vote)

6

Mgmt For For Re-elect Guido Demuynck as Director 7

Mgmt For For Re-elect Guido Demuynck as Director


8

Mgmt For For Re-elect Simon Duffy as Director 9

Mgmt For For Re-elect Simon Duffy as Director (Independent

Shareholder Vote)

10

Mgmt For For Re-elect Susan Hooper as Director 11

Mgmt For For Re-elect Susan Hooper as Director


12

Mgmt For For Re-elect Stephen Johnson as Director 13

Mgmt For For Re-elect John McMahon as Director 14

Mgmt For For Re-elect John McMahon as Director


15

Mgmt For For Re-elect John Wilson as Director 16

Mgmt For For Elect Wioletta Rosolowska as Director 17

Mgmt For For Elect Wioletta Rosolowska as Director


18


Auditors

19

Voter Rationale: We note that the level of non-audit fees paid to the auditor exceeds the audit fee for the third consecutive year. Although the Company states that it remains satisfied with the objectivity of the auditor, we remain unconvinced that the additional work undertaken by the auditor could not compromise independence. At the same time we are pleased to note that the Company has given a commitment to tender the audit work for FY2018, which will ensure that audit and non-audit services will be properly separated. Accordingly we will be supporting at this time.

Mgmt For For Authorise Board and/or the Audit Committee to Fix Remuneration of Auditors

20


21

Page 1,360 of 1,384



Wizz Air Holdings Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

22


23



Meeting Type: Special Ticker: WIZZ

Primary ISIN: JE00BN574F90 Primary SEDOL: BN574F9

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Purchase by Wizz Air Hungary of 10 Airbus A321ceo Aircraft

Mgmt For For

Wm Morrison Supermarkets PLC


Meeting Type: Annual Ticker: MRW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction




Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. In addition, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.



Mgmt For For Approve Long Term Incentive Plan 4


Page 1,361 of 1,384



Wm Morrison Supermarkets PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Re-elect Andrew Higginson as Director 6

Mgmt For For Re-elect David Potts as Director 7

Mgmt For For Re-elect Trevor Strain as Director 8

Mgmt For For Re-elect Rooney Anand as Director 9

Mgmt For For Re-elect Neil Davidson as Director 10

Mgmt For For Re-elect Belinda Richards as Director 11

Mgmt For For Re-elect Paula Vennells as Director 12


Auditors

13



Expenditure

15


Rights

16



Rights

18



19

Wolseley plc


Meeting Type: Special Ticker: WOS

Primary ISIN: JE00BFNWV485 Primary SEDOL: BFNWV48

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Change of Company Name to Ferguson plc

Mgmt For For

Wolters Kluwer NV


Meeting Type: Annual Ticker: WKL


Page 1,362 of 1,384



Wolters Kluwer NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1


(Non-Voting)

2.a

Mgmt Receive Report of Supervisory Board

(Non-Voting)

2.b

Mgmt Discuss Remuneration Report 2.c

Mgmt For For Adopt Financial Statements 3.a


and Dividend Policy

3.b

Mgmt For For Approve Dividends of EUR 0.79 Per Share 3.c

Mgmt For For Approve Discharge of Management Board 4.a

Mgmt For For Approve Discharge of Supervisory Board 4.b

Mgmt For For Elect Frans Cremers to Supervisory Board 5.a

Mgmt For For Elect Ann Ziegler to Supervisory Board 5.b


Mgmt For For Reelect Kevin Entricken to Executive Board 6

Mgmt For For Grant Board Authority to Issue Shares Up To 10


7.a

Mgmt For For Authorize Board to Exclude Preemptive Rights


7.b



8

Mgmt For For Approve Cancellation of Repurchased Shares 9



Woodside Petroleum Ltd.


Meeting Type: Annual Ticker: WPL

Primary ISIN: AU000000WPL2 Primary SEDOL: 6979728

Page 1,363 of 1,384



Woodside Petroleum Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Michael Chaney as Director Mgmt For For

Mgmt For For Elect Lawrence Archibald as Director 2b

Mgmt For For Elect Ian Macfarlane as Director 2c


Voter Rationale: Due to significant improvements made to the remuneration structure during the year we are supporting the remuneration report on this occasion.

Mgmt Against Against Approve the Conditional Spill Resolution 4

Work Service SA


Meeting Type: Special Ticker: WSE

Primary ISIN: PLWRKSR00019 Primary SEDOL: B711DR8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1





SH Against None Amend Pledge Agreement 5

Voter Rationale: A vote AGAINST this item is warranted because the information provided on this amendment is insufficient for shareholders to make an informed voting decision.

SH Against None Amend Statute Re: General Meeting 6.1

Voter Rationale: A vote AGAINST this item is warranted, because the proponent has not disclosed any rationale behind the proposed amendment.

SH Against None Amend Statute Re: General Meeting 6.2


SH Against None Amend Statute Re: Supervisory Board 6.3


Page 1,364 of 1,384



Work Service SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

SH Against None Amend Regulations on Supervisory Board 7



Mgmt Against For Transact Other Business 8



Work Service SA


Meeting Type: Special Ticker: WSE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




Mgmt Against For Approve Increase in Share Capital via Issuance of X Series Shares for Private Placement without Preemptive Rights; Approve Dematerialization and Listing of X Series Shares; Amend Statute

Accordingly

5





Work Service SA


Meeting Type: Annual Ticker: WSE


Page 1,365 of 1,384



Work Service SA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt




Mgmt For For Approve Management Board Report on

Company's Operations

5



Mgmt For For Approve Treatment of Net Loss 7

Mgmt For For Approve Management Board Report on Group's

Operations

8


Mgmt For For Approve Discharge of Maciej Witucki (CEO) 10.1

Mgmt For For Approve Discharge of Dariusz Rochman (Deputy

CEO)

10.2

Mgmt For For Approve Discharge of Robert Knights (Deputy

CEO)

10.3

Mgmt For For Approve Discharge of Paul Christodoulou

(Deputy CEO)

10.4

Mgmt For For Approve Discharge of Tomasz Slezak (Deputy

CEO)

10.5

Mgmt For For Approve Discharge of Hubert Rozpedek (Deputy

CEO)

10.6

Mgmt For For Approve Discharge of Iwona Szmitkowska

(Deputy CEO)

10.7

Mgmt For For Approve Discharge of Piotr Gajek (Deputy CEO) 10.8

Mgmt For For Approve Discharge of Adam Pawlowicz (Deputy

CEO)

10.9

Mgmt For For Approve Discharge of Panagiotis Sofianos

(Supervisory Board Chairman)

10.10

Mgmt For For Approve Discharge of Tomasz Misiak

(Supervisory Board Deputy Chairman)

10.11

Mgmt For For Approve Discharge of Wieslaw Skrobowski


10.12

Mgmt For For Approve Discharge of Everett Kamin


10.13

Page 1,366 of 1,384



Work Service SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Approve Discharge of Pierre Mellinger


10.14

Mgmt For For Approve Discharge of Geza Szephalmi


10.15

Mgmt For For Approve Discharge of Piotr Kaminski


10.16

Mgmt For For Approve Discharge of Tomasz Hanczarek


10.17

Mgmt For For Approve Discharge of Piotr Zabski (Supervisory

Board Member)

10.18

Mgmt For For Approve Discharge of Robert Lugowski


10.19

Mgmt For For Approve Discharge of Krzysztof Kaczmarczyk


10.20

Mgmt For For Approve Discharge of John Leone (Supervisory

Board Member)

10.21

Mgmt For For Approve Supervisory Board Report 11

Mgmt Against For Elect Chairman of Supervisory Board 12.1

Voter Rationale: Companies should provide sufficient information on the 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 Supervisory Board Deputy Chairman 12.2


Mgmt Against For Elect Supervisory Board Member 12.3













Page 1,367 of 1,384



WPP plc


Meeting Type: Annual Ticker: WPP

Primary ISIN: JE00B8KF9B49 Primary SEDOL: B8KF9B4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For



Voter Rationale: Although the level of pay for their CEO this year remains very high compared to what is typically seen in the UK market, this is mitigated for two reasons. Firstly there has been a substantial year-on-year decline in pay reflecting the unwinding of legacy LEAP awards, which will only continue to decline going forward as they vest in full. Secondly the Company has responded to shareholder criticism and reduced the level of potential quantum for the CEO by 27% going forward.


Mgmt For For Approve Sustainability Report 5

Mgmt For For Re-elect Roberto Quarta as Director 6

Mgmt For For Re-elect Dr Jacques Aigrain as Director 7

Mgmt For For Re-elect Ruigang Li as Director 8

Mgmt For For Re-elect Paul Richardson as Director 9

Mgmt For For Re-elect Hugo Shong as Director 10

Mgmt For For Re-elect Sir Martin Sorrell as Director 11

Mgmt For For Re-elect Sally Susman as Director 12

Mgmt For For Re-elect Solomon Trujillo as Director 13

Mgmt For For Re-elect Sir John Hood as Director 14

Mgmt For For Re-elect Nicole Seligman as Director 15

Mgmt Against For Re-elect Daniela Riccardi as Director 16


Mgmt Against For Elect Tarek Farahat as Director 17




Page 1,368 of 1,384



WPP plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



19



20



22



23

WS Atkins plc


Meeting Type: Special Ticker: ATK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters Relating to the Acquisition of WS Atkins plc by SNC-Lavalin (GB) Holdings Limited

Mgmt For For

WS Atkins plc


Meeting Type: Court Ticker: ATK


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Court Meeting Mgmt

Mgmt For For Approve Scheme of Arrangement 1

Page 1,369 of 1,384



Wuestenrot & Wuerttembergische AG


Meeting Type: Annual Ticker: WUW


Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


X5 Retail Group NV


Meeting Type: Annual Ticker: FIVE

Primary ISIN: US98387E2054 Primary SEDOL: B07T3T9

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt Open Meeting 1


(Non-Voting)

2

Mgmt Discuss Remuneration Report 3a

Mgmt For For Approve Allocation of Income 3b


Reports

3c



Mgmt For For Reelect M.Fridman to Supervisory Board 6

Page 1,370 of 1,384



X5 Retail Group NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Reelect P. Musial to Supervisory Board 7


Mgmt Against For Approve Remuneration of Supervisory Board 8


Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital

9

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances

10


11



Xerox Corporation


Meeting Type: Annual Ticker: XRX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Gregory Q. Brown Mgmt For For

Mgmt For For Elect Director Jonathan Christodoro 1.2

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.


Mgmt Against For Elect Director William Curt Hunter 1.4


Mgmt For For Elect Director Jeffrey Jacobson 1.5

Mgmt For For Elect Director Robert J. Keegan 1.6

Mgmt For For Elect Director Cheryl Gordon Krongard 1.7

Page 1,371 of 1,384



Xerox Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Charles Prince 1.8


Mgmt Against For Elect Director Ann N. Reese 1.9

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. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.

Mgmt For For Elect Director Stephen H. Rusckowski 1.10

Mgmt For For Elect Director Sara Martinez Tucker 1.11




3



Mgmt For For Approve Reverse Stock Split 5

SH Abstain Against Adopt Holy Land Principles 6

Voter Rationale: The proposal is overly prescriptive. We encourage companies to employ fair employment practices through the implementation and enforcement of robust equal opportunity employment policies.

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


Mgmt For For Elect Director Moshe N. Gavrielov 1.2

Page 1,372 of 1,384



Xilinx, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Director Saar Gillai 1.3

Mgmt For For Elect Director Ronald S. Jankov 1.4

Mgmt For For Elect Director Thomas H. Lee 1.5

Mgmt For For Elect Director J. Michael Patterson 1.6

Mgmt For For Elect Director Albert A. Pimentel 1.7

Mgmt For For Elect Director Marshall C. Turner 1.8

Mgmt Against For Elect Director Elizabeth W. Vanderslice 1.9




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.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.



5




Yamaha Corp.




Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt For For

Page 1,373 of 1,384



Yamaha Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Articles to Abolish Board Structure with Statutory Auditors - Adopt Board Structure with Three Committees - Clarify Director Authority on Shareholder Meetings - Amend Provisions on

Director Titles - Indemnify Directors

2

Mgmt For For Elect Director Nakata, Takuya 3.1

Mgmt For For Elect Director Yamahata, Satoshi 3.2

Mgmt For For Elect Director Hosoi, Masahito 3.3

Mgmt For For Elect Director Yanagi, Hiroyuki 3.4

Mgmt For For Elect Director Nosaka, Shigeru 3.5

Mgmt For For Elect Director Ito, Masatoshi 3.6

Mgmt For For Elect Director Hakoda, Junya 3.7

Mgmt For For Elect Director Nakajima, Yoshimi 3.8

Mgmt For For Elect Director Fukui, Taku 3.9

Yandex NV


Meeting Type: Annual Ticker: YNDX

Primary ISIN: NL0009805522 Primary SEDOL: BMSK1G8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1



Mgmt For For Elect Herman Gref as Non-Executive Director 4

Mgmt For For Elect Arkady Volozh as Non-Executive Director 5

Mgmt For For Approve Cancellation of Outstanding Class C Shares

6


Page 1,374 of 1,384



Yandex NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt Against For Grant Board Authority to Issue Ordinary and

Preference Shares

8


Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 8

9



10

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Yangzijiang Shipbuilding (Holdings) Ltd.


Meeting Type: Annual Ticker: BS6

Primary ISIN: SG1U76934819 Primary SEDOL: B1VT035

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Adopt Financial Statements and Directors' and

Auditors' Reports Mgmt For For



Mgmt For For Elect Ren Yuanlin as Director 4

Mgmt For For Elect Teo Yi-dar as Director 5

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

6


Securities with or without Preemptive Rights

7



Page 1,375 of 1,384



Yara International ASA


Meeting Type: Annual Ticker: YAR



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting; Approve Notice of Meeting and

Agenda



2

Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 10.00 Per Share

3

Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management

4

Mgmt Discuss Company's Corporate Governance

Statement

5


Mgmt Do Not Vote For Approve Remuneration of Directors in the Amount of NOK 575,000 for the Chairman, NOK 356,500 for the Vice Chairman, and NOK 312,000 for the Other Directors; Approve Committee Fees

7

Mgmt Do Not Vote For Approve Remuneration of Nominating Committee

8

Mgmt Do Not Vote For Authorize Share Repurchase Program 9

YIT Oyj


Meeting Type: Special Ticker: YTY1V

Primary ISIN: FI0009800643 Primary SEDOL: B11BQV1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting Mgmt


Page 1,376 of 1,384



YIT Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



3



Mgmt For For Amend Articles Re: Corporate Purpose; Number

of Directors; Election of Directors

6a1

Mgmt For For Approve Merger by Absorption of Lemminkainen

into YIT

6a2

Mgmt For For Fix Number of Directors at Eight 6a3

Mgmt For For Reelect Matti Vuoria (Chairman), Inka Mero, Tiina Tuomela and Erkki Järvinen as Directors from YIT; Reelect Berndt Burnow (New Vice Chair), Juhani Mäkinen, Kristina Pentti-von Walzel and Harri-Pekka Kaukonen as Directors from Lemminnkainen

6a4


Mgmt For For Approve Remuneration of New Directors 6b

Mgmt For For Approve One-Time Deviation from the Current Standing Order of the Nominating Committee

7


Ymagis


Meeting Type: Annual/Special Ticker: MAGIS

Primary ISIN: FR0011471291 Primary SEDOL: B941H00

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Reports

1



2

Mgmt For For Approve Treatment of Losses 3

Mgmt For For Approve Auditors' Special Report on Related-Party Transactions and Ratify New

Transactions

4

Page 1,377 of 1,384



Ymagis Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Renew Appointment of Grant Thornton as

Auditor

5

Mgmt For For Acknowledge End of Mandate of IGEC as Auditor and Decision not to Renew nor Replace IGEC as Alternate Auditor

6

Mgmt For For Acknowledge End of Mandate of Sparaxis as

Director and Decision Not to Replace nor Renew

7


Aggregate Amount of EUR 130,000

8

Mgmt For For Approve Remuneration Policy of Chairman and

CEO

9


Mgmt Against For Approve Remuneration Policy of Vice-CEOs 10

Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual aand long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.

Mgmt For For Ratify Change Location of Registered Office to 85-87 Avenue Jean-Jaures 92120 Montrouge

and Amend Bylaws Accordingly

11


12




13

Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, for up to 10 Percent of Issued Capital

14


Mgmt Against For Authorize up to EUR 1,000 for Use in Restricted

Stock Plans

15

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, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. In addition, this plan could lead to excessive dilution.



16

Mgmt For For Amend Article 16 of Bylaws Re: Staggering of

Mandate

17

Page 1,378 of 1,384



Ymagis Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Amend Articles 4, 15, 25 and 27 of Bylaws to Comply with New Regulations Re: Headquarters, Double Voting Rights, Auditors, General Meetings

18

Mgmt Against For Delegate Power to the Board of Directors to

Amend Bylaws to Comply with New Regulations

19



Formalities

20

Yoox Net-A-Porter Group SpA


Meeting Type: Annual Ticker: YNAP

Primary ISIN: IT0003540470 Primary SEDOL: B4YC9W4

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction



1



Mgmt For For Elect Cedric Charles Marcel Bossert as Director 3


4


A


Yum! Brands, Inc.


Meeting Type: Annual Ticker: YUM


Page 1,379 of 1,384



Yum! Brands, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Paget L. Alves Mgmt For For

Mgmt For For Elect Director Michael J. Cavanagh 1b


Mgmt For For Elect Director Christopher M. Connor 1c

Mgmt For For Elect Director Brian C. Cornell 1d


Mgmt For For Elect Director Greg Creed 1e

Mgmt For For Elect Director Mirian M. Graddick-Weir 1f


Mgmt For For Elect Director Thomas C. Nelson 1g


Mgmt For For Elect Director P. Justin Skala 1h

Mgmt For For Elect Director Elane B. Stock 1i

Mgmt Against For Elect Director Robert D. Walter 1j




3

Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.


SH Abstain Against Adopt Policy and Plan to Eliminate Deforestation

in Supply Chain

5

Voter Rationale: Additional information about the company`s management of deforestation and human rights issues in its supply chain has merit. Nevertheless, the proposal is overly prescriptive in its current form.

Page 1,380 of 1,384



Zalando SE


Meeting Type: Annual Ticker: ZAL

Primary ISIN: DE000ZAL1111 Primary SEDOL: BQV0SV7

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction


Mgmt


2


3


4


5.1

Mgmt For For Ratify Ernst & Young as Auditors Until the 2018 AGM

5.2

Mgmt For For Elect Dominik Asam to the Supervisory Board 6.1

Mgmt For For Elect Lothar Lanz to the Supervisory Board 6.2

Mgmt For For Elect Jorgen Lindemann to the Supervisory Board

6.3

Mgmt For For Elect Anders Povlsen to the Supervisory Board 6.4

Mgmt For For Elect Shanna Preve to the Supervisory Board 6.5

Mgmt Against For Elect Alexander Samwer to the Supervisory Board

6.6

Voter Rationale: This director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.

Mgmt For For Approve Affiliation Agreement with Tradebyte Software GmbH

7


Zalaris ASA


Meeting Type: Annual Ticker: ZAL

Primary ISIN: NO0010708910 Primary SEDOL: BNCBCK5

Page 1,381 of 1,384



Zalaris ASA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Notice of Meeting and Agenda 2


Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 0.87 Per Share

4



Mgmt For For Approve Remuneration of Members of

Nomination Committee

6

Mgmt For For Approve Remuneration of Auditors in the

Amount of NOK 1,035,000

7



8


Mgmt Receive Company's Corporate Governance Statement

9

Mgmt Against For Reelect Karl-Christian Agerup as Director 10a

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Reelect Lars Henriksen (Chair) as Director 10b

Mgmt For For Reelect Liselotte Engstam as Director 10c

Mgmt Against For Reelect Jan Koivurinta as Director 10d


Mgmt Against For Reelect Tina Sund as Director 10e

Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Bard Ingero as Chairman of Nomination

Committee

11a

Mgmt For For Elect Ragnar Horn as Member of Nomination Committee

11b

Page 1,382 of 1,384



Zalaris ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Marius Therkelsen as Member of

Nomination Committee

11c

Mgmt Against For Approve Creation of NOK 100,000 Pool of


12



13

Zurich Insurance Group AG


Meeting Type: Annual Ticker: ZURN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Reports

Mgmt For For



CHF 11.30 per Share from Available Earnings

2.1

Mgmt For For Approve Dividends of CHF 5.70 per Share from

Capital Contribution Reserves

2.2


Management

3

Mgmt For For Reelect Tom de Swaan as Director and Board

Chairman

4.1a

Mgmt For For Reelect Joan Amble as Director 4.1b

Mgmt For For Reelect Susan Bies as Director 4.1c

Mgmt For For Reelect Alison Carnwath as Director 4.1d

Mgmt For For Reelect Christoph Franz as Director 4.1e

Mgmt For For Reelect Jeffrey Hayman as Director 4.1f

Mgmt For For Reelect Fred Kindle as Director 4.1g

Mgmt For For Reelect Monica Maechler as Director 4.1h

Mgmt For For Reelect Kishore Mahbubani as Director 4.1i

Mgmt For For Reelect David Nish as Director 4.1j

Page 1,383 of 1,384



Zurich Insurance Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Vote

Instruction

Mgmt For For Elect Catherine Bessant as Director 4.1k

Mgmt For For Appoint Tom de Swaan as Member of the


4.2.1

Mgmt For For Appoint Christoph Franz as Member of the


4.2.2

Mgmt For For Appoint Fred Kindle as Member of the


4.2.3

Mgmt For For Appoint Kishore Mahbubani as Member of the


4.2.4

Mgmt For For Designate Andreas Keller as Independent Proxy 4.3

Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 4.4

Mgmt For For Approve Maximum Remuneration of Board of Directors Until 2018 AGM in the Amount of CHF 5 Million

5.1

Mgmt For For Approve Maximum Remuneration of Executive Committee for Fiscal 2018 in the Amount of CHF 74.3 Million

5.2

Mgmt For For Approve Creation of CHF 4.5 Million Pool of Authorized Share Capital with Partial Exclusion of Preemptive Rights and CHF 3 Million Pool of Contingent Share Capital without Preemptive

Rights

6

Mgmt For For Amend Articles Re: Resolutions and Elections, Duties and Competencies of the Board, Transfer of Competencies, Board Resolutions and Minutes, and Loans to Board Members or

Executives

7



Page 1,384 of 1,384