The aim of the amended Shareholder Rights Directive 2017/828 (“SRD II”) is to enhance the position of shareholders by increasing transparency in the investment chain and encouraging long-term shareholder engagement between listed companies and shareholders.
Various aspects of SRD II apply to the Management Companies, Alternative Investment Fund Managers, and Investment Firms within GAM Holding AG that manage portfolios and funds, falling under the definition of Asset Manager in SRD II (hereafter referred to as “GAM” or “we”).
Under SRD II, we are required to:
1) Develop and disclose an Engagement Policy that describes how we integrate shareholder engagement in our investment strategy.
2) Disclose, on an annual basis, how the engagement policy has been implemented, including a general description of voting behaviour, an explanation of the most significant votes and the use of the services of proxy advisors. These detailed disclosures are made in our Stewardship Report and our Sustainability Report, which are published annually by May.
Summary disclosures for year ended 31 December 2022 are as follows:
- Voting – In 2022, we voted at a total of 1,079 meetings (2021: 1,322) representing 99.3% of the all the votable meetings (2021: 99.2%). We voted on 12,515 unique resolutions in 2022, of which 14.4% were votes against management (12.0% in 2021). We supported 73.1% of the 420 shareholder resolutions we voted on in 2021 (2021:73.6%). We make voting decisions for all of our funds publicly available on a monthly rolling basis on our website. Proxy Voting Dashboard | GAM Fund Management (issgovernance.com)
- Significant votes – Whilst there is no set definition for ‘significant votes’, examples are included in our annual Stewardship Report. Any vote that is considered contentious by clients or external shareholder can also be reviewed directly via the Proxy Voting Dashboard linked above and information on voting decision is available to all clients upon request. Here are five examples of significant votes in 2022:
| Company Name | Country | Meeting Date | Proponent | Proposal Text | Vote Instruction | Rationale | Vote Outcome |
|---|---|---|---|---|---|---|---|
| ams-OSRAM AG | Austria | 24-Jun-22 | Management | Approve Remuneration Report | Against |
Executive pay increased significantly during the year under review – the CEO’s salary increased by 48% compared to the previous year while other Executives’ base salaries increased by 50%. The Company has not provided sufficient rationale as to why the Executives’ salaries were raised so significantly. In addition, no total remuneration cap is clearly disclosed, which is not aligned with SRD II or market practice and raises further concerns. | Fail |
| The Home Depot, Inc. | USA | 19-May-22 | Shareholder | Report on Efforts to Eliminate Deforestation in Supply Chain | For | The company is a major purchaser of wood products and such products are among the leading drivers of deforestation and forest degradation. We believe that the company needs to mitigate deforestation in its supply chain to avoid material climate and reputational risks. Shareholders would benefit from additional information on the company's strategy to manage its supply chain's impact on deforestation. | Pass |
| Johnson & Johnson | USA | 28-Apr-22 | Shareholder | Oversee and Report a Racial Equity Audit | For | An independent racial equity audit would help shareholders better assess the effectiveness of Johnson & Johnson’s efforts to address the issue of racial inequality for its stakeholders and its management of related risks. | Pass |
| Activision Blizzard, Inc. | USA | 21-Jun-22 | Shareholder | Report on Efforts Prevent Abuse, Harassment, and Discrimination | For | Shareholders would benefit from increased disclosure due to the ongoing scrutiny over the company's sexual harassment and discrimination issues involving protected classes of employees. Increased transparency would help shareholders to fully assess how the company is managing associated risks. | Pass |
| Linde Plc | Ireland | 25-Jul-22 | Shareholder | Adopt Simple Majority Vote | For | Proposal supported given that elimination of the supermajority vote requirement, where legally permissible, would enhance shareholder rights. Simple majority vote will give increase accountability to shareholders and is considered a cornerstone to good governance. | Pass |
- Use of proxy advisors – as outlined in our Responsible Investment policy, we retain the services of Institutional Shareholder Services (ISS) to assist in implementing and administering proxy voting.
3) Disclose, on an annual basis, how our investment strategy and implementation thereof complies with the arrangements we may have with our institutional investors, whether on a discretionary client-by-client basis or through a relevant GAM fund, and how it contributes to the medium to long-term performance of the assets of the institutional investor or of the fund. These SRD II disclosures for institutional investors in the relevant GAM funds include the following:
1 Key material medium to long-term risks associated with the investments
Please refer to the prospectus of the fund in which you are invested for information on the applicable material risks. The prospectuses are accessible through our fund list.
2 Portfolio composition
Portfolio composition is disclosed within the audited financial statements of each fund which are accessible through our fund list.
3 Turnover
The turnover ratios of our equity funds can be found here.
4 Turnover costs
The transaction costs associated with the turnover of all instruments for each GAM fund is available on www.fundinfo.com described as “EMT ex-post transaction costs” under the MiFID ExPost section of each fund.
5 The use of proxy advisors
The GAM Corporate Governance and Voting Principles outlines our corporate governance expectations for companies and approach on key voting issues. We retain the services of a proxy advisor (Institutional Shareholder Services (ISS)) to assist in implementing and administering proxy voting. ISS provides written analysis for each company resolution based on the GAM Corporate Governance and Voting Principles, but the ultimate voting decision is made by GAM.
6 Securities Lending
GAM has a securities lending program for several of its funds. When shares are on loan, GAM is contractually unable to exercise voting rights for these shares and does not recall shares which are out on loan, for upcoming shareholder meetings.
7. Whether and if so, how GAM make investment decisions based on evaluation of medium to long-term performance of the investee company, including nonfinancial performance
Please refer to our Responsible Investment Policy for this information.
8 Conflicts of Interests
How GAM manages conflicts of interest in relation to engagement activities – including making proxy voting decisions – is explained in our Engagement Policy and Stewardship Report.
GAM will take steps in accordance with its Group Conflicts of Interest Policy and Corporate Governance and Voting Policy to advance clients’ best interests in relation to companies in which GAM invests on behalf of clients.
There were no instances in the year ended 31 December 2022 in which a conflict arose that prevented GAM from engaging with a company or making a proxy voting decision on behalf of clients.