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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 2023 are as follows:
- Voting – In 2023, we voted at a total of 912 meetings (2022: 1,097) representing 99.6% of all the votable meetings (2022: 99.3%). We voted on 11,216 unique resolutions in 2023, of which 10.8% were votes against management (14.4% in 2022). We supported 50.4% of the 367 shareholder resolutions we voted on in 2023 (2022: 73.1%). 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). We also publicly disclose rationales for our votes against management on a six-month basis.
- 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 ten examples of significant votes in 2023:
| Company Name | Country | Meeting Date | Proponent | Proposal Text | Vote Instruction | Rationale | Vote Outcome |
|---|---|---|---|---|---|---|---|
| Gateley (Holdings) Plc | United Kingdom | 17/10/2023 | Management | Adopt New Articles of Association/Charter | Against |
The proposed adoption of a new set of Articles of Associations potentially allowed for virtual-only meetings. The Company did not specify if meetings held in a virtual-only format are limited to specific circumstances nor assured that only meetings in the hybrid format, which include both physical and electronic formats, will be held in the future. Absent these commitments we consider there was a risk for the use of the virtual format to reduce the board’s accountability and challenges from shareholder due to the remoteness of participants. | Fail |
| Puma | Germany | 24/05/2023 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | Against | The Supervisory board made adjustments to in-flight awards under the free cash flow component of the annual bonus the with regard to this performance metric in 2022. The decision was justified by geopolitical events which could have led to misaligned incentives and not supported PUMA's long-term and sustainable development. Further, for two management board members, the performance under this metric was assessed at 100%. Given that the Company stated that it had demonstrated an overall strong performance in 2022, it is not fully clear why an adjustment was necessary. Additionally, concerns on this supervisory board’s decision were heightened by the absence of disclosure on the size of the adjustment compared to the originally set targets. The Company also granted a 20% salary increase to one of its executives, without providing a compelling rationale for the necessity of a such significant increase. | Fail |
| Wuxi Biologics (Cayman) Inc. | Hong Kong | 27/06/2023 | Management | Elect Ge Li as Director | Against | We opposed the re-election of the chair of the board and Nominating Committee to reiterate our discontent with board independence levels and lack of board diversity as well as the lack of company responsiveness to previous years shareholder dissent. | Pass |
| Honeywell International Inc. | USA | 19/05/2023 | Shareholders | Require Independent Board Chairman | For | In line with its succession plan, the company appointed Vimal Kapur as new CEO. The former chair and CEO, Darius Adamczyk will support the transition as executive chair. We consider that it was the appropriate timing for the company to consider a board structure with an independent board chair, given the leadership transition as well as a 17-year tenure of the lead independent director, which we consider excessive. We believe an independent board chair would strengthen corporate governance standards and leadership structure particularly in light of the complexity and size of the business. | Fail |
| FedEx Corporation | USA | 21/09/2023 | Shareholders | Report on Just Transition | For | As part of net zero strategy, the Company committed to be carbon neutral in its operations and contracted transportation emissions, which include a focus on electric vehicles and autonomous vehicles. In line with the findings of World Benchmarking Alliance Assessment on the absence of the company’s commitment a on a just transition as well as any planning to mitigate the social impacts of the transition on workers and stakeholders, we believe that disclosure on those areas would support a better assessment of the company’s climate strategy. | Fail |
| Applied Materials, Inc. | USA | 09/03/2023 | Shareholders | Reduce Ownership Threshold for Shareholders to Call Special Meeting | For | We supported this resolution as we consider that the lowering of the ownership threshold for shareholders to call a special meeting from 20% to 10% would enhance shareholder rights, increase board accountability to shareholders and improve alignment the company to market practice. | Pass |
| Starbucks Corporation | USA | 23/03/2023 | Shareholders | Commission Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining Rights | For | A third-party assessment on the company’s conduct regarding the stated commitments on freedom of association and collective bargaining would benefit shareholders by providing clarity on many company’s allegations of wrongdoing and allow a better assessment of the oversight and management of the labour rights-related risks. | Pass |
| Intuitive Surgical, Inc. | USA | 27/04/2023 | Shareholders | Report on Gender/Racial Pay Gap | For | Unadjusted median pay gaps on the US and company’s global workforce would benefits shareholders in understanding how the company’s efforts on advancing opportunities for women, racial and ethnic minorities in the USA. Increased transparency would help shareholders to fully assess how the company is managing risks associated with higher public scrutiny on gender and racial/ethnic pay equity issues. | Fail |
| Microsoft Corporation | USA | 07/12/2023 | Shareholders | Report on Risks of Operating in Countries with Significant Human Rights Concerns | For | We believe that enhanced disclosure on data centre operations in countries with significant human rights concern would better support shareholder's understanding of the company's human rights efforts and the management of reputational, legal, and workforce risks. | Fail |
| The Kansai Electric Power Co., Inc. | Japan | 28/06/2023 | Shareholders | Amend Articles to Disclose Transition Plan through 2050 Aligned with Goals of Paris Agreement | For | More detailed disclosure on company's path to net zero GHG emissions by 2050 is crucial for shareholder to assess the company's viability over the long-term, particularly given that the Company is considered as one of the large carbon emitters among Japan's utility companies. | Fail |
- 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 comply 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. In 2023 we also retained Glass Lewis as proxy advisor to provide services on proxy voting research. While we consider proxy advisors voting recommendations in our analysis process, 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 2023 in which a conflict arose that prevented GAM from engaging with a company or making a proxy voting decision on behalf of clients.