The SEI Global Managed Volatility Fund€¦ · The SEI Global Managed Volatility Fund Votes Against...
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Reo@ Voting Report The SEI Global Managed Volatility Fund VOTING RECORDS FROM:01/01/2020 TO: 31/03/2020
Transcript of The SEI Global Managed Volatility Fund€¦ · The SEI Global Managed Volatility Fund Votes Against...
Reo@ Voting Report
The SEI Global Managed Volatility Fund
VOTING RECORDS
FROM:01/01/2020 TO: 31/03/2020
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Amdocs Limited
Meeting Date: 01/31/2020 Country: Guernsey
Meeting Type: Annual Ticker: DOX
Primary ISIN: GB0022569080 Primary SEDOL: 2256908
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Robert A. Minicucci 1.1
Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. However, 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. This director is also an incumbent member of the compensation committee. We remain disappointed in the poor levels of disclosure provided by the Company on executive compensation, which is well-below what we would expect from a company accessing the US equity markets. We encourage the company to improve disclosure going forward and to voluntarily put a say on pay on the 2021 AGM agenda.
Mgmt Against For Elect Director Adrian Gardner 1.2
Voter Rationale: Boards where more than a third of directors have served for more than 12 years lack balance. Furthermore, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Given that there has been meaningful board refreshment during the year under review, support is warranted at this time and the matter will be kept under review. This director is also an incumbent member of the compensation committee. We remain disappointed in the poor levels of disclosure provided by the Company on executive compensation, which is well-below what we would expect from a company accessing the US equity markets. We encourage the company to improve disclosure going forward and to voluntarily put a say on pay on the 2021 AGM agenda.
Mgmt Against For Elect Director Richard T.C. LeFave 1.7
Voter Rationale: We remain disappointed in the poor levels of disclosure provided by the Company on executive compensation, which is well-below what we would expect from a company accessing the US equity markets. We encourage the company to improve disclosure going forward and to voluntarily put a say on pay on the 2021 AGM agenda.
Mgmt Against For Amend Omnibus Stock Plan 2
Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Moreover, the plan improperly allows for accelerated vesting for an overly broad range of corporate restructuring scenarios and such provisions fail to reward performance. Rather, equity should be rolled forward into any successor company, or vest in a time-apportioned fashion only to the extent that performance conditions are met or if an executive loses his job. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, 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 Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration
5
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.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Amot Investments Ltd.
Meeting Date: 01/20/2020 Country: Israel
Meeting Type: Annual/Special Ticker: AMOT
Primary ISIN: IL0010972789 Primary SEDOL: B18MCB9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
3.4 Reelect Amir Amar as Director Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Approve Compensation Policy for the Directors and Officers of the Company
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. Moreover, this plan could lead to excessive dilution. 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.
Apple Inc.
Meeting Date: 02/26/2020 Country: USA
Meeting Type: Annual Ticker: AAPL
Primary ISIN: US0378331005 Primary SEDOL: 2046251
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1c Elect Director Al Gore Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director Art Levinson 1e
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. In addition we have concerns over the robustness attached to annual bonus targets.
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.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Apple Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For Against Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive
Compensation
5
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 corporate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.
SH For Against Report on Freedom of Expression and Access to Information Policies
6
Voter Rationale: • The company does not disclose an enterprise-wide human rights policy or disclose a policy regarding freedom of expression or free access to information except to say that it is an important value to the company. That being said Apples does publish a Transparency Report twice a year that reports the number of government requests for information from an Apple device for law enforcement by country. • On balance, we think that this proposal is worth supporting. Although the company discloses a fair bit in this area, given the risk exposure here with the company in China, we consider more disclosure as requested by the proposal would benefit investors.
Banco de Sabadell SA
Meeting Date: 03/25/2020 Country: Spain
Meeting Type: Annual Ticker: SAB
Primary ISIN: ES0113860A34 Primary SEDOL: B1X8QN2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
7 Advisory Vote on Remuneration Report Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
Bankinter SA
Meeting Date: 03/19/2020 Country: Spain
Meeting Type: Annual Ticker: BKT
Primary ISIN: ES0113679I37 Primary SEDOL: 5474008
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
12 Advisory Vote on Remuneration Report Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Britvic Plc
Meeting Date: 01/31/2020 Country: United Kingdom
Meeting Type: Annual Ticker: BVIC
Primary ISIN: GB00B0N8QD54 Primary SEDOL: B0N8QD5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
7 Re-elect William Eccleshare as Director Mgmt For Against
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Can Do Co., Ltd.
Meeting Date: 02/26/2020 Country: Japan
Meeting Type: Annual Ticker: 2698
Primary ISIN: JP3244550004 Primary SEDOL: 6354314
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
2.2 Elect Director Shingu, Takahito Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mochizuki, Sonoe 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 Morita, Toru 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Canon, Inc.
Meeting Date: 03/27/2020 Country: Japan
Meeting Type: Annual Ticker: 7751
Primary ISIN: JP3242800005 Primary SEDOL: 6172323
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Canon, Inc.
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
2.1 Elect Director Mitarai, Fujio Mgmt For Against
Voter Rationale: The board lacks sufficient diversity to meet our expectations.
Mgmt Against For Elect Director Maeda, Masaya 2.2
Voter Rationale: The board lacks sufficient diversity to meet our expectations.
Mgmt Against For Elect Director Tanaka, Toshizo 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 Homma, Toshio 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saida, Kunitaro 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kato, Haruhiko 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Ebinuma, Ryuichi 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.
Capitol Federal Financial, Inc.
Meeting Date: 01/28/2020 Country: USA
Meeting Type: Annual Ticker: CFFN
Primary ISIN: US14057J1016 Primary SEDOL: B3KWJV0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.2 Elect Director Jeffrey M. Johnson Mgmt For Against
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Capitol Federal Financial, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: Boards where more than a third 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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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. 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.
Mgmt Against For Elect Director Michael T. McCoy 1.3
Voter Rationale: Boards where more than a third 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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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. 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.
Carlsberg A/S
Meeting Date: 03/16/2020 Country: Denmark
Meeting Type: Annual Ticker: CARL.B
Primary ISIN: DK0010181759 Primary SEDOL: 4169219
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
4a Approve Guidelines for Incentive-Based Compensation for Executive Management and Board
Mgmt For Against
Voter Rationale: Severance payments should not exceed two year s pay. Larger severance packages should be subject to a separate shareholder approval.Moreover, remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Abstain For Reelect Domitille Doat-Le Bigot as Director 5e
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
CGI Inc.
Meeting Date: 01/29/2020 Country: Canada
Meeting Type: Annual Ticker: GIB.A
Primary ISIN: CA12532H1047 Primary SEDOL: BJ2L575
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.4 Elect Director Paule Dore Mgmt For Withhold
Voter Rationale: While directors are charged with making decisions regarding executive compensation, an advisory say on pay vote is the best method for all shareholders to provide their views on those decisions. The governance committee should put a say on pay on the AGM agenda as is now common practice in Canada. In addition we have concerns over the company's lack of responsiveness to a shareholder proposal to improve disclosure of vote results that received approval from the majority of the subordinate vote share class.
SH For Against SP1: Disclosure of Voting Results by Class of
Shares 3
Voter Rationale: This proposal to provide separate voting results per share category as such disclosure may increase the utility of voting results to minority shareholders without placing undue burden on the company. In addition we note that this would be in line with guidance provided by the CCGG.
Cibus Nordic Real Estate AB
Meeting Date: 01/23/2020 Country: Sweden
Meeting Type: Special Ticker: CIBUS
Primary ISIN: SE0010832204 Primary SEDOL: BYWR8Y6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
7 Approve Issuance of up to 6.2 Million Shares without Preemptive Rights
Mgmt For Against
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.
Coco's Japan Co., Ltd.
Meeting Date: 01/15/2020 Country: Japan
Meeting Type: Special Ticker: 9943
Primary ISIN: JP3297350005 Primary SEDOL: 6207678
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Coco's Japan Co., Ltd.
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Share Exchange Agreement with Nihon
Restaurant Holdings Mgmt For Against
Voter Rationale: A Vote AGAINST the proposed transaction is warranted because:* Concerns have been identified with the deal process, especially with respect to the board's discussion and resolution, and with respect to the benefits of the transaction for minority shareholders.* The company fails to present specific roadmaps and synergies expected from the proposed transaction.
Costco Wholesale Corporation
Meeting Date: 01/22/2020 Country: USA
Meeting Type: Annual Ticker: COST
Primary ISIN: US22160K1051 Primary SEDOL: 2701271
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.4 Elect Director Charles T. Munger Mgmt For Withhold
Voter Rationale: Boards where more than a third 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, 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.
F5 Networks, Inc.
Meeting Date: 03/12/2020 Country: USA
Meeting Type: Annual Ticker: FFIV
Primary ISIN: US3156161024 Primary SEDOL: 2427599
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director A. Gary Ames Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
F5 Networks, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Deborah L. Bevier 1c
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director Alan J. Higginson 1f
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Ratify PricewaterhouseCoopers LLP as Auditors 3
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.
Gazit-Globe Ltd.
Meeting Date: 03/15/2020 Country: Israel
Meeting Type: Special Ticker: GZT
Primary ISIN: IL0001260111 Primary SEDOL: 6585396
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Amended Compensation Policy for the Directors and Officers of the Company
Mgmt For Against
Voter Rationale: 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. 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.
Mgmt Against For Approve Amended Employment Terms of Zvi Gordon, VP of Investment
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. 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.
Gjensidige Forsikring ASA
Meeting Date: 03/26/2020 Country: Norway
Meeting Type: Annual Ticker: GJF
Primary ISIN: NO0010582521 Primary SEDOL: B4PH0C5
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Gjensidige Forsikring ASA
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
7a Approve Remuneration Statement Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Approve Remuneration Guidelines For Executive Management (Advisory)
7b
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 Approve Binding Guidelines for Allocation of Shares and Subscription Rights
7c
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.
Hill-Rom Holdings, Inc.
Meeting Date: 02/25/2020 Country: USA
Meeting Type: Annual Ticker: HRC
Primary ISIN: US4314751029 Primary SEDOL: 2425924
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
2 Advisory Vote to Ratify Named Executive
Officers' Compensation Mgmt For Against
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 Against For Ratify PricewaterhouseCoopers LLP as Auditors 3
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.
Hokkaido Coca-Cola Bottling Co., Ltd.
Meeting Date: 03/27/2020 Country: Japan
Meeting Type: Annual Ticker: 2573
Primary ISIN: JP3847800004 Primary SEDOL: 6431314
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Hokkaido Coca-Cola Bottling Co., Ltd.
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
3.1 Elect Director Sasaki, Yasuyuki Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.The board lacks sufficent diversity to meet our expectations.
Hologic, Inc.
Meeting Date: 03/05/2020 Country: USA
Meeting Type: Annual Ticker: HOLX
Primary ISIN: US4364401012 Primary SEDOL: 2433530
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2 Advisory Vote to Ratify Named Executive
Officers' Compensation Mgmt For Against
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, the remuneration committee should not allow vesting of incentive awards for below median performance. In addition, severance payments should not exceed two years' pay. Larger severance packages should be subject to a separate shareholder approval.
Israel Discount Bank Ltd.
Meeting Date: 03/18/2020 Country: Israel
Meeting Type: Special Ticker: DSCT
Primary ISIN: IL0006912120 Primary SEDOL: 6451271
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Compensation Policy for the Directors and Officers of the Company
Mgmt For Against
Voter Rationale: We voted against as this plan could lead to excessive dilution. Also, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Lastly. 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 Approve Employment Terms of Uri Levin, CEO 2
Voter Rationale: We voted against as 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.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
J & J SNACK FOODS CORP.
Meeting Date: 02/11/2020 Country: USA
Meeting Type: Annual Ticker: JJSF
Primary ISIN: US4660321096 Primary SEDOL: 2469171
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2 Advisory Vote to Ratify Named Executive Officers' Compensation
Mgmt For Against
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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. 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. 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.
Japan Tobacco Inc.
Meeting Date: 03/19/2020 Country: Japan
Meeting Type: Annual Ticker: 2914
Primary ISIN: JP3726800000 Primary SEDOL: 6474535
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
3.2 Elect Director Iwai, Mutsuo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Minami, Naohiro 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hirowatari, Kiyohide 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamashita, Kazuhito 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Watanabe, Koichiro 3.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Japan Tobacco Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Restricted Stock Plan and Performance Share Plan
4
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.
Johnson Outdoors Inc.
Meeting Date: 02/27/2020 Country: USA
Meeting Type: Annual Ticker: JOUT
Primary ISIN: US4791671088 Primary SEDOL: 2476847
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Terry E. London Mgmt For Withhold
Voter Rationale: Boards where more than a third 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. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt Withhold For Elect Director John M. Fahey, Jr. 1.2
Voter Rationale: Boards where more than a third 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. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, 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, 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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Approve Omnibus Stock Plan 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. 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.
Page 13 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Kuraray Co., Ltd.
Meeting Date: 03/26/2020 Country: Japan
Meeting Type: Annual Ticker: 3405
Primary ISIN: JP3269600007 Primary SEDOL: 6497662
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
3 Appoint Statutory Auditor Nakayama, Kazuhiro Mgmt For Against
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.
Malam-Team Ltd.
Meeting Date: 02/25/2020 Country: Israel
Meeting Type: Special Ticker: MLTM
Primary ISIN: IL0001560189 Primary SEDOL: 6875923
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Extension of Updated Management Service Agreement with Yehuda Wientraub, Company's Joint CEO and CEO of Team Netcom Ltd. and Malam Systems Ltd., Subsidiaries
Mgmt For Against
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Lastly,
Mgmt Against For Approve Amended Employment Terms of Ilan Toker, Company's Joint CEO and Senior Officer
of Finance
2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.Moreover, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Manutan International SA
Meeting Date: 03/12/2020 Country: France
Meeting Type: Annual/Special Ticker: MAN
Primary ISIN: FR0000032302 Primary SEDOL: 4564869
Page 14 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Manutan International SA
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
4 Approve Auditors' Special Report on
Related-Party Transactions Mgmt For Against
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 Compensations of Xavier Guichard, CEO
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.
Mgmt Against For Approve Compensation of Brigitte Auffret, Vice-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.
Mgmt Against For Approve Compensation of Pierre-Olivier Brial, Vice-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 sufficiently long period of time.
Mgmt Against For Approve Remuneration Policy of Chairman of the Board
11
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.
Mgmt Against For Approve Remuneration Policy of CEO and
Vice-CEOs 12
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. Furthermore, 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.
Mgmt Against For Authorize Repurchase of Up to 5 Percent of
Issued Share Capital 13
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.
MAXIMUS, Inc.
Meeting Date: 03/17/2020 Country: USA
Meeting Type: Annual Ticker: MMS
Primary ISIN: US5779331041 Primary SEDOL: 2018669
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Gayathri Rajan Mgmt For Against
Page 15 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
MAXIMUS, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.In addition, severance payments should not exceed two times annual pay. Larger severance packages should be subject to a separate shareholder approval.
SH For Against Report on Lobbying Payments and Policy 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.
McDonald's Holdings Co. (Japan) Ltd.
Meeting Date: 03/27/2020 Country: Japan
Meeting Type: Annual Ticker: 2702
Primary ISIN: JP3750500005 Primary SEDOL: 6371863
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
2.2 Elect Director Arosha Yijemuni Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
METRO AG
Meeting Date: 02/14/2020 Country: Germany
Meeting Type: Annual Ticker: B4B
Primary ISIN: DE000BFB0019 Primary SEDOL: BD6QT83
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
6.4 Elect Liliana Solomon to the Supervisory Board Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Page 16 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Mitchells & Butlers Plc
Meeting Date: 01/21/2020 Country: United Kingdom
Meeting Type: Annual Ticker: MAB
Primary ISIN: GB00B1FP6H53 Primary SEDOL: B1FP6H5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
5 Re-elect Keith Browne as Director Mgmt For Against
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 Re-elect Eddie Irwin as Director 7
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.Futhermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.Additionally, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Re-elect Josh Levy 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 remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Re-elect Ron Robson 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.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mobimo Holding AG
Meeting Date: 03/31/2020 Country: Switzerland
Meeting Type: Annual Ticker: MOBN
Primary ISIN: CH0011108872 Primary SEDOL: B0BV896
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
3.1 Approve CHF 19.1 Million Capital Increase without Preemptive Rights
Mgmt For Against
Voter Rationale: A vote AGAINST the proposed authorization is warranted because the issuance request would result in a potentially excessive dilution of 12.37 percent.
Mgmt Against For Transact Other Business (Voting) 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 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 17 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
National Fuel Gas Company
Meeting Date: 03/11/2020 Country: USA
Meeting Type: Annual Ticker: NFG
Primary ISIN: US6361801011 Primary SEDOL: 2626103
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2 Advisory Vote to Ratify Named Executive Officers' Compensation
Mgmt For Against
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
SH For Against Declassify the Board of Directors 4
Voter Rationale: The annual election of directors provides greater accountability to shareholders and is a widely accepted best practice in corporate governance. Shareholders should have the opportunity to communicate with directors regarding their performance regularly.
Novartis AG
Meeting Date: 02/28/2020 Country: Switzerland
Meeting Type: Annual Ticker: NOVN
Primary ISIN: CH0012005267 Primary SEDOL: 7103065
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
10 Transact Other Business (Voting) Mgmt For Against
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 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.
Oenon Holdings, Inc.
Meeting Date: 03/23/2020 Country: Japan
Meeting Type: Annual Ticker: 2533
Primary ISIN: JP3307400006 Primary SEDOL: 6374301
Page 18 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Oenon Holdings, Inc.
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
3 Appoint Alternate Statutory Auditor Ishikawa,
Sumio Mgmt For Against
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.
Sally Beauty Holdings, Inc.
Meeting Date: 01/30/2020 Country: USA
Meeting Type: Annual Ticker: SBH
Primary ISIN: US79546E1047 Primary SEDOL: B1GZ005
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.3 Elect Director Marshall E. Eisenberg Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third 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 Against For Elect Director Robert R. McMaster 1.7
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third 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 Against For Elect Director John A. Miller 1.8
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third 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 Against For Elect Director Edward W. Rabin 1.12
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than a third 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 19 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Sally Beauty Holdings, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Schindler Holding AG
Meeting Date: 03/19/2020 Country: Switzerland
Meeting Type: Annual Ticker: SCHP
Primary ISIN: CH0024638196 Primary SEDOL: B11TCY0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
4.1 Approve Variable Remuneration of Directors in
the Amount of CHF 3.9 Million Mgmt For Against
Voter Rationale: Fixed compensation for the board of directors (Item 4.3)A vote FOR this resolution is warranted because the company is proposing a reduction in fees on both an aggregate level and per person basis. This is not without concern, though, as the fees for additional services remain a problematic feature of directors' potential fixed remuneration.Variable compensation for the board of directors (Item 4.1)A vote AGAINST this resolution is warranted because the company does not provide information on potential variable payout levels or a cap for all of its executive directors, and the company does not offer shareholders a consultative vote on the remuneration report.
Mgmt Against For Reelect Silvio Napoli as Director and Board
Chairman 5.1
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Elect Orit Gadiesh as Director 5.2
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Page 20 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Schindler Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Alfred Schindler as Director 5.3.1
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reelect Pius Baschera as Director 5.3.2
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reelect Erich Ammann as Director 5.3.3
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reelect Luc Bonnard as Director 5.3.4
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reelect Rudolf Fischer as Director 5.3.7
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Page 21 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Schindler Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Tobias Staehelin as Director 5.3.8
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reelect Carole Vischer as Director 5.3.9
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reappoint Pius Baschera as Member of the Compensation Committee
5.4.1
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Reappoint Rudolf Fischer as Member of the
Compensation Committee 5.4.3
Voter Rationale: Board elections (Items 5.1-5.3.9)Votes AGAINST the non-independent nominees Silvio Napoli, Erich Ammann, Pius Baschera, Luc Bonnard, Rudolf Fischer, Orit Gadiesh, Alfred Schindler, Tobias Staehelin, and Carole Vischer are warranted because of the failure to establish a sufficiently independent board.Votes AGAINST the non-independent nominees Erich Ammann and Carole Vischer are further warranted, as they are both members of the audit committee, which is currently majority non-independent. Votes FOR the independent nominees Monika Buetler and Patrice Bula are warranted due to a lack of significant concerns.Committee elections (Items 5.4.1-5.4.3)Votes AGAINST the non-independent nominees Pius Baschera and Rudolf Fischer are warranted due to the failure to establish a majority independent compensation committee.A vote FOR the independent compensation committee nominee, Patrice Bula, is warranted.
Mgmt Against For Transact Other Business (Voting) 6
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 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.
Sella Capital Real Estate Ltd.
Meeting Date: 03/18/2020 Country: Israel
Meeting Type: Annual Ticker: SLARL
Primary ISIN: IL0011096448 Primary SEDOL: B2QF712
Page 22 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Sella Capital Real Estate Ltd.
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
3 Reappoint Brightman, Almagor, Zohar & Co. as Auditors and Authorize Board to Fix Their Remuneration
Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Shoe Zone Plc
Meeting Date: 03/05/2020 Country: United Kingdom
Meeting Type: Annual Ticker: SHOE
Primary ISIN: GB00BLTVCF91 Primary SEDOL: BLTVCF9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
7 Re-elect Jeremy Sharman as Director Mgmt For Abstain
Voter Rationale: In the context of increasingly complex international accounting standards, the audit committee benefits from members who have a good and recent understanding of the accounting rules and of the audit process.
Shufersal Ltd.
Meeting Date: 02/27/2020 Country: Israel
Meeting Type: Annual Ticker: SAE
Primary ISIN: IL0007770378 Primary SEDOL: 6860543
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2 Reappoint Kesselman & Kesselman as Auditors
and Report on Fees Paid to the Auditor Mgmt For Against
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Page 23 of 28
The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Swiss Prime Site AG
Meeting Date: 03/24/2020 Country: Switzerland
Meeting Type: Annual Ticker: SPSN
Primary ISIN: CH0008038389 Primary SEDOL: B083BH4
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
7 Transact Other Business (Voting) Mgmt For Against
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 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.
Taro Pharmaceutical Industries Ltd.
Meeting Date: 02/03/2020 Country: Israel
Meeting Type: Special Ticker: TARO
Primary ISIN: IL0010827181 Primary SEDOL: 2872423
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Robert B. Stein as External Director Mgmt For Against
Voter Rationale: Executive officers are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
The Torigoe Co., Ltd.
Meeting Date: 03/27/2020 Country: Japan
Meeting Type: Annual Ticker: 2009
Primary ISIN: JP3636200002 Primary SEDOL: 6897165
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2.1 Elect Director Torigoe, Tetsu Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.The board lacks sufficent diversity to meet our expectations.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
The Torigoe Co., Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Takamine, Kazuhiro 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakagawa, Tatsufumi 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 Tanaka, Yuji 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
TUI AG
Meeting Date: 02/11/2020 Country: Germany
Meeting Type: Annual Ticker: TUI
Primary ISIN: DE000TUAG000 Primary SEDOL: B11LJN4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
4.1 Approve Discharge of Supervisory Board Member Dieter Zetsche for Fiscal 2018/19
Mgmt For Against
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 Elect Vladimir Lukin to the Supervisory Board 8.1
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.
Tyson Foods, Inc.
Meeting Date: 02/06/2020 Country: USA
Meeting Type: Annual Ticker: TSN
Primary ISIN: US9024941034 Primary SEDOL: 2909730
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1g Elect Director Kevin M. McNamara Mgmt For Against
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Tyson Foods, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director Barbara A. Tyson 1k
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
SH For Against Report on Deforestation Impacts in Company's
Supply Chain 4
Voter Rationale: Tyson currently appears to be lagging some of its key peers who have publicly committed to or have a policy on eliminating or mitigating deforestation risks associated with commodities such as timber (paper and pulp), palm oil, soy, and cattle products. In addition, the company has received a low score in the Forests 500 ranking which assesses companies risk exposure and commitments for zero-deforestation across all forest-risk commodities. A report providing additional information on how the company is managing its entire supply chain impact on deforestation, and its initiatives to eliminate deforestation risk, would benefit shareholders, allowing them to assess how the company is managing associated risks.
SH For Against Report on Lobbying Payments and Policy 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 For Against Report on Human Rights Risk Assessment
Process 6
Voter Rationale: According to a number of independent human rights assessments, the company appears to be lagging its peers in terms of transparency about its process and robustness of remediation efforts. In particular, the Corporate Human Rights Benchmark report issued in November 2019 reveals a number of deficiencies regarding Tyson Foods' transparency and actions regarding its human rights due diligence process. Tyson could provide additional transparency by providing more detail about its materiality assessment criteria, the results of each facility audit, information about remediation efforts, and how data collected may be used to enhance the company's existing human rights policies.
SH For Against Adopt Share Retention Policy For Senior Executives
7
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.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Varian Medical Systems, Inc.
Meeting Date: 02/13/2020 Country: USA
Meeting Type: Annual Ticker: VAR
Primary ISIN: US92220P1057 Primary SEDOL: 2927516
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
4 Ratify PricewaterhouseCoopers LLP as Auditors Mgmt For Against
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.
Walgreens Boots Alliance, Inc.
Meeting Date: 01/30/2020 Country: USA
Meeting Type: Annual Ticker: WBA
Primary ISIN: US9314271084 Primary SEDOL: BTN1Y44
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1d Elect Director William C. Foote Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Against For Elect Director John A. Lederer 1f
Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Director Nancy M. Schlichting 1i
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
SH For Against Require Independent Board Chairman 4
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 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.
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The SEI Global Managed Volatility Fund Votes Against Management Report
Votes Against Management Report
Date range covered: 01/01/2020 to 03/31/2020
Washington Federal, Inc.
Meeting Date: 01/22/2020 Country: USA
Meeting Type: Annual Ticker: WAFD
Primary ISIN: US9388241096 Primary SEDOL: 2941981
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Omnibus Stock Plan Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
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. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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.
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The information, opinions estimates or forecasts contained in this document were obtained from sources
reasonably believed to be reliable and are subject to change at any time. The report reflects voting
instructions given, not votes cast and the information has been provided by an external supplier. BMO
Global Asset Management may from time to time deal in investments that may be mentioned herein on
behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset
Management is a trading name of F&C Management Limited, which is authorised and regulated by the
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