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Issue 1 – Version 1 John Wiley & Sons Limited Retirement Benefits Scheme | Implementation Statement | 27 August 2021
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Implementation Statement
John Wiley & Sons Limited Retirement Benefits Scheme
This Implementation Statement has been prepared by the Trustees of the John Wiley & Sons Limited Retirement Benefits Scheme (the “Scheme”) and sets out:
How the Trustees’ policies on exercising rights (including voting rights) and engagement policies have been followed over the year.
The voting behaviour of the Trustees, or that undertaken on their behalf, over the year to 31 March 2021. The Trustees view this as an appropriate reporting
period given the absence of relevant data after 31 March 2021 at the time of preparing this document.
How voting and engagement policies have been followed
The Scheme invests entirely in pooled funds, and as such delegates responsibility for carrying out voting and engagement activities to the Scheme’s fund managers.
Investment rights (including voting rights) have been exercised by the investment managers in line with the investment managers’ general policies on corporate
governance, which reflect the recommendations of the UK Stewardship Code, and which are provided to the Trustees from time to time, taking into account the financial
interests of the beneficiaries. The Trustees also expect the investment managers to have engaged with companies in relation to ESG matters, and to take these into
account in the selection, retention and realisation of investments where appropriate.
The Trustees are comfortable with the investment managers’ strategies and processes for exercising rights and conducting engagement activities, and specifically that
they attempt to maximise shareholder value as a long-term investor.
The Trustees undertook an initial review of the stewardship and engagement activities of the current managers at their meeting on 27 June 2019, and were satisfied that
their policies were reasonable and no remedial action was required at that time. The policies relating to stewardship and engagement with the fund managers were
subsequently reviewed and reflected in the Statement of Investment Principles in September 2020.
Going forwards, the Trustees have requested their investment consultants, Barnett Waddingham, to provide tailored reporting on ESG activities and processes undertaken
by the investment managers to help ensure they are in alignment with the Scheme’s stewardship policies.
Additional information on the voting and engagement activities carried out for the Scheme’s investments are provided on the following pages.
Issue 1 – Version 1 John Wiley & Sons Limited Retirement Benefits Scheme | Implementation Statement | 27 August 2021
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Voting Data
Voting only applies to funds that hold equities in their portfolio. The Scheme’s equity investments are all held through pooled funds. The investment managers for these
funds vote on behalf of the Trustees. It follows that the BlackRock Absolute Return Bond Fund and LDI portfolio do not participate in voting activities on behalf of the
holdings in the funds. The table below provides a summary of the voting activity undertaken by each manager over the year to 31 March 2021.
Manager BlackRock Columbia
Threadneedle Pyrford
Fund name Emerging
Markets
Aquila Life
European (ex. UK)
Equity
(and its currency
hedged
counterpart)
Aquila Life US
Equity
(and its currency
hedged
counterpart)
Aquila Life
Japanese Equity
(and its currency
hedged
counterpart)
Aquila Life Pacific
Rim Equity
(and its currency
hedged
counterpart)
Aquila Life UK
Equity
Dynamic Real
Return Fund
Global Total
Return
Fund
Structure Pooled
Ability to influence voting behaviour of
manager The pooled fund structure means that there is limited scope for the Trustees to influence the manager’s voting behaviour.
Number of company meetings the
manager was eligible to vote at over the
year
108 546 611 517 448 1,211 358 62
Number of resolutions the manager was
eligible to vote on over the year 964 9,326 7,542 6,221 3,150 15,742 4,659 913
Percentage of resolutions the manager
voted on 87.76% 81.42% 100.00% 100.00% 99.62% 97.17% 98.8% 86.09%
Percentage of resolutions the manager
abstained from, as a percentage of the
total number of resolutions voted on
3.01% 1.15% 0.09% 0.00% 0.13% 1.85% 2.4% 0.00%
Percentage of resolutions voted with
management, as a percentage of the
total number of resolutions voted on*
90.66% 87.71% 97.20% 97.97% 90.12% 94.26% 91.3% 95.04%
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Manager BlackRock Columbia
Threadneedle Pyrford
Percentage of resolutions voted against
management, as a percentage of the
total number of resolutions voted on*
9.34% 12.29% 2.80% 2.03% 9.88% 5.84% 6.3% 4.96%
Percentage of resolutions voted contrary
to the recommendation of the proxy
advisor
n/a n/a n/a n/a n/a n/a n/a 3.05%
*Please note that the figures BlackRock provided for the percentage of resolutions abstained are also incorporated within the votes cast with and against management.
BlackRock Investment Stewardship (BIS) team carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including
maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in
industry discussions to contribute to and keep abreast of important developments in the corporate governance field. BIS may utilise third parties for certain of the
foregoing activities and performs oversight of those third parties.
Columbia Threadneedle uses both Glass, Lewis & Co. and ISS to provide proxy research services to ensure quality and objectivity in connection with voting client
securities. Proxy voting decisions are made in accordance with the principles established in the Columbia Threadneedle Investments Corporate Governance and Proxy
Voting Principles document, and their proxy voting practices are implemented through their Proxy Voting Policy.
Pyrford have appointed ISS Proxy Voting Services to monitor meetings data and to produce a voting schedule based upon individual client proxy voting guidelines, or
Pyrford’s guidelines where a client does not provide their own. While they consider ISS to be providing us a ‘proxy adviser’ service, Pyrford's portfolio managers have
the final authority to decide on how votes are cast in line with the relevant guidelines.
Significant votes
For the first year of implementation statements we have delegated to the investment manager(s) to define what a “significant vote” is. A summary of the data they have
provided is set out in the appendix.
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Fund level engagement
The investment managers may engage with their investee companies on behalf of the Trustees.
Data Limitations
Information relating to fund level engagement policies was requested from the Scheme’s investment managers. Columbia Threadneedle and Pyrford have provided their
data at a firm level, rather than at fund level. BlackRock did not provide any data in relation to the engagements undertaken by the Absolute Return Bond Fund. The
Trustees’ investment consultants are working with the managers to improve the depth of the information provided in the requested format.
The tables below provides a summary of the engagement activity undertaken by managers during the year to 31 March 2021, along with engagement examples.
Manager BlackRock Columbia
Threadneedle Pyrford
Fund name Emerging Markets
Equity
Aquila Life
European (ex. UK)
Equity
Aquila Life US
Equity
Aquila Life
Japanese Equity
Aquila Life Pacific
Rim Equity
Aquila Life UK
Equity
Dynamic Real
Return Fund
Global Total
Return Fund
Fund or firm level
data Fund Fund Fund Fund Fund Fund Firm Firm
Does the manager
perform engagement
on behalf of the
holdings of the fund
Yes Yes Yes Yes Yes Yes Yes Yes
Has the manager
engaged with
companies to
influence them in
relation to ESG factors
in the year?
Yes Yes Yes Yes Yes Yes Yes Yes
Number of company
engagements
undertaken on behalf
of the holdings in this
fund in the year
46 448 611 317 170 2,845 Not Provided Not Provided
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Manager BlackRock Columbia
Threadneedle Pyrford
Number of company
engagements
undertaken at a firm
level in the year
Not Provided Not Provided Not Provided Not Provided Not Provided Not Provided c. 300* 214**
*Columbia Threadneedle were only able to provide the approximate number of company engagements over the year to 31 March 2021. They are working on a new system to be able to provide more accurate
engagement numbers next year.
**Pyrford were not only able to provide the number of company engagements over the year to 31 December 2021, as opposed to 31 March 2021. They are working on improving their reporting for future
submissions.
Manager Engagement example
BlackRock
BlackRock engaged with Procter & Gamble Company (P&G), one of the largest global branded consumer packaged goods companies. BlackRock regularly reviews
P&G’s governance structure and risk profile. BlackRock has held multiple engagements with the company’s board and management in recent years, in which they have
discussed a range of material issues that, in their view, drive long-term shareholder value. During BlackRock’s most recent engagement with P&G, they discussed the
company’s response during the COVID-19 pandemic, the shareholder proposals on the company’s proxy statement, and human capital management, as well as recent
updates to the company’s board structure. BlackRock has also engaged with P&G on their environment impact management. P&G were voting on a proposal requesting
a report assessing if and how P&G could increase the scale, pace, and rigor of its efforts to eliminate deforestation and the degradation of intact forests in its supply
chains. The proposal places special attention on the company’s use of palm oil and forest pulp. While BlackRock recognises the company's efforts to date towards
enhancing their sustainability and monitoring disclosure reports, they determined that there was room for P&G to improve the frequency and depth of disclosure.
Columbia Threadneedle
Columbia Threadneedle engaged with Rio Tinto, as their destruction of Juukan Gorge in Australia raised many questions around the company’s conduct, governance
mechanisms and management of relationships with local communities and traditional owners. The Responsible Investment Team led virtual meetings with the
company’s chairman and Investor Relations Team during the second half of 2020, attended by representatives from multiple investment desks. There have been multiple
process changes following the destruction of Juukan Gorge, with more to come over the longer-term. Efforts are focused on reviewing sites and agreements in place
with the traditional owner groups.
Pyrford
Pyrford engaged with Japan Tobacco (JT) in relation to its child labour policies. JT has developed its own policies on child labour, in conjunction with the ILO Minimum
Age Convention and Eliminating the Worst Forms of Child Labour Convention. Despite these seemingly positive initiatives, big tobacco firms have received widespread
criticism for their policies not going far enough. Pyrford reached out to JT to establish what concrete measures they have taken to mitigate child labour issues, the
relative success of these, and what more can be done going forward. Upon speaking with Japan Tobacco and conducting further research, it became clear that child
labour is not simply the fault of the tobacco industry. Rather it is an evidence of wider issues, including inadequate education infrastructure, long distances between
schools, government failures, and low incomes across multiple industries. Simply cutting ties with farms and dealers where there have been instances of child labour
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Manager Engagement example
does not solve the issue, but instead may worsen it by leading to unemployment and pushing more families into poverty. Pyrford are satisfied that JT acknowledge the
severity of this issue and are committed to eliminating child labour by taking a proactive approach. Admittedly there remain various issues, but JT is not dismissive of
this fact. Pyrford suggested that JT takes a leading industry position in raising wages and that their policies were updated to cover children handling dried tobacco, to
which JT was responsive.
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Appendix – Significant Votes
The Trustee has delegated to the investment manager(s) to define what a “significant vote” is. Where managers have provided multiple examples, we have chosen three
examples to highlight a breadth of issues the managers voted on throughout the year.
BlackRock, Emerging Markets Equity Fund
The Trustees’ investment consultants, Barnett Waddingham, requested BlackRock to provide examples of significant votes for each of the funds held over the year to 31
March 2021. For the Emerging Markets Equity Fund, Barnett Waddingham queried with BlackRock after initially receiving no information relating to significant votes.
They confirmed that no votes they deemed significant took place over the period. Barnett Waddingham will continue to work with BlackRock to improve the depth of
the information provided in the requested format.
BlackRock, Aquila Life European (ex. UK) Equity Fund
Vote 1 Vote 2 Vote 3
Company name H&M Hennes & Mauritz AB Santander Consumer USA Holdings, Inc. Volvo AB
Date of vote 7 May 2020 10 June 2020 18 June 2020
Approximate size of fund's
holding as at the date of
the vote (as % of portfolio)
Not provided Not provided Not provided
Summary of the resolution
Item 11.e: Re-elect Christian Sievert as
Director
Item 14.a: Approve Guidelines for the
Remuneration of Senior Executives
Item 14.b: Shareholder proposal “Disclose
Sustainability Targets to be Achieved in order
for Senior Executives to be Paid Variable
Remuneration; Report on the Performance of
Senior Executives About Sustainability
Targets”
Item 16: Shareholder proposal “Eliminate
Differentiated Voting Rights”
Item 3: Report on Risk of Racial Discrimination in Vehicle
Lending
Items 12.1, 12.4, 12.8, 12.11: Re-elect Matti
Alahuhta, James Griffith, Martina Merz and
Carl-Henric Svanberg as Directors .
Item 13: Re-elect Carl-Henric Svanberg as
Board Chairman.
Item 15: Approve remuneration policy and
other terms of employment for executive
management.
Item 18: Limit contributions to Chalmers
University of Technology Foundation to a
maximum of SEK 4 million per year.
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Vote 1 Vote 2 Vote 3
Item 17: Shareholder proposal “Examination
of Various Aspects of the Company's
Collection of Data about the Personnel”
How the manager voted
Item 11.e: Against
Item 14.a: Against
Item 14.b: For
Item 16: Against
Item 17: Against
For Against all items.
If the vote was against
management, did the
manager communicate
their intent to the company
ahead of the vote?
Not provided Not provided Not provided
Rationale for the voting
decision
Item 11.e: As Mr. Sievert is the most senior
member of the board, the vote against his re-
election is intended to signal their on-going
concerns relating to the company’s failure to
develop its board structure and practices
more broadly.
Item 14.a: The level of transparency around
H&M’s executive pay practices continues to
fall below market standards.
Item 14.b: BlackRock supported this
shareholder proposal as they see the
information requested as information that
shareholders can reasonably expect
companies to provide.
Item 16: Despite BlackRock’s clear preference
for “one share, one vote”, they were not able
to support this shareholder proposal given
the lack of important details such as
compensation for those who are losing voting
rights in relative terms.
BlackRock voted for the item as discriminatory lending practices
(of all forms) are a material risk to the company’s business and
shareholders would benefit from increased and improved
disclosure on compliance programs, processes and procedures,
as well as risk mitigation processes and procedures, to prevent
discriminatory lending (including racial discrimination).
BlackRock voted against all resolutions given
their concerns about progress on climate-related
risks reporting, the structure of executive pay at
the company and the approach taken by the
shareholder to micromanage company activities.
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Vote 1 Vote 2 Vote 3
Item 17: BlackRock took the view that the
rationale for putting forward the rationale was
not sufficient.
Outcome of the vote Not provided Not provided Not provided
Implications of the
outcome Not provided Not provided Not provided
Criteria on which the vote is
considered “significant” Not provided Not provided Not provided
BlackRock, Aquila Life US Equity Fund
Vote 1 Vote 2 Vote 3
Company name Exxon Mobil Corporation Facebook, Inc. The Procter & Gamble Company
Date of vote 27 May 2020 27 May 2020 13 October 2020
Approximate size of fund's
holding as at the date of
the vote (as % of portfolio)
Not provided Not provided Not provided
Summary of the resolution
Item 1.2: Elect Director Angela F. Braly
Item 1.4: Elect Director Kenneth C. Frazier
Item 4: Require Independent Board Chair
Item 1.2: Elect Director Marc L.
Andreessen.
Item 4: Shareholder Proposal to
Approve Recapitalization Plan for
all Stock to Have One-vote per
Share.
Item 5: Report on Efforts to Eliminate
Deforestation.
Item 6: Annual Report on Diversity.
How the manager voted
Item 1.2: Against
Item 1.4: Against
Item 4: For
Item 1.2: Against
Item 4: For
Item 5: For
Item 6: Against
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Vote 1 Vote 2 Vote 3
If the vote was against
management, did the
manager communicate their
intent to the company
ahead of the vote?
Not provided Not provided Not provided
Rationale for the voting
decision
Item 1.2: Against Director Angela F. Braly for insufficient progress
on TCFD aligned reporting and related action.
Item 1.4: Against Director Kenneth C. Frazier for insufficient
progress on TCFD aligned reporting and related action, and for
failure to provide investors with confidence that the board is
composed of the appropriate mix of skillsets and can exercise
sufficient independence from the management team to
effectively guide the company in assessing material risks to the
business.
Item 4: For the Independent Chair proposal on account of
BlackRock’s belief that the board would benefit from a more
robust independent leadership structure given the concerns.
Item 1.2: BlackRock voted against
Mr. Andreessen as he serves on
the Audit Committee and
BlackRock do not consider him
independent.
Item 4: BlackRock voted for the
shareholder proposal asking for a
recapitalization plan as they
generally support one share one
vote capital structures.
Item 5: BlackRock voted for the shareholder
proposal on deforestation as whilst they
recognise the company's efforts to date towards
enhancing their sustainability and monitoring
disclosure reports, they determined that there is
room for P&G to improve this further.
Item 6: In BlackRock’s assessment, they
determined that P&G already disclose sufficient
detail in this area.
Outcome of the vote Not provided Not provided Not provided
Implications of the outcome Not provided Not provided Not provided
Criteria on which the vote is
considered “significant”
Not provided Not provided Not provided
BlackRock, Aquila Life Japanese Equity Fund
Vote 1
Company name Mizeho Financial Group
Date of vote 25 June 2020
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Vote 1
Approximate size of fund's holding as at the date of the
vote (as % of portfolio)
Not provided
Summary of the resolution Item 5: Shareholder Proposal. Amend Articles to Disclose Plan Outlining Company’s Business Strategy to Align Investments with Goals of
Paris Agreement
How the manager voted Against
If the vote was against management, did the manager
communicate their intent to the company ahead of the
vote?
Not provided
Rationale for the voting decision
The independent fiduciary reported that it took into consideration the company’s policies and the announcements made since the
shareholder proposal was filed. The independent fiduciary determined that the company now has policies in place that address the issues
raised in the proposal.
Outcome of the vote Not provided
Implications of the outcome Not provided
Criteria on which the vote is considered “significant” Not provided
BlackRock, Aquila Life Pacific Rim Equity Fund
Vote 1 Vote 2 Vote 3
Company name Woodside Petroleum Ltd. National Bank Australia BHP Group Plc
BHP Group Limited
Date of vote 30 April 2020 18 December 2020 BHP Group Plc: 14 October 2020
BHP Group Limited: 15 October 2020
Approximate size of fund's
holding as at the date of
Not provided Not provided Not provided
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Vote 1 Vote 2 Vote 3
the vote (as % of
portfolio)
Summary of the resolution
Item 4a: Special Resolution to amend the company
Constitution.
Item 4b (1-3): Ordinary Resolution on Paris Goals
and Targets.
Item 4c: Ordinary Resolution on Climate-Related
Lobbying.
Item 4d: Ordinary Resolution on Reputation
Advertising Activities.
Item 6a: Amendment to the Constitution.
Item 6b: Transition Planning Disclosure.
Item 23: Amend Constitution of BHP Group
Limited.
Item 25: Approve Review of Advocacy Activities
and Suspension of Memberships of Industry
Associations where COVID-19 related Advocacy is
Inconsistent with Paris Agreement Goals.
How the manager voted Against for all resolutions Item 6a: Against.
Item 6b: For.
Against for all resolutions
If the vote was against
management, did the
manager communicate
their intent to the
company ahead of the
vote?
Not provided Not provided Not provided
Rationale for the voting
decision
Item 4a: BlackRock is generally not supportive of
constitutional amendment resolutions as the
relative ease of filing risks distracting and time-
consuming proposals being submitted by
shareholders whose interests are not necessarily
aligned with those of the broader shareholder
base.
Item 4b.1:While BlackRock are supportive of the
goals underlying the resolution, its bundled
structure presents a challenge as Scope 3
emissions remain particularly complicated in the
natural gas sector.
Item 4b.2: Woodside already substantively
addresses the request made in the resolution.
Item 4b.3: BlackRock maintains the view that
compensation committees are best placed to
Item 6a: BlackRock is generally not supportive of
constitutional amendment resolutions as the
relative ease of filing risks distracting and time-
consuming proposals being submitted by
shareholders whose interests are not necessarily
aligned with those of the broader shareholder
base.
Item 6b: BlackRock may support a shareholder
proposal that addresses material business risks,
even if management is on track, but they believe
that voting in favor might accelerate their
progress and the shareholder proposal is
reasonable and not unduly constraining to
management.
Item 23: BlackRock is generally not supportive of
constitutional amendment resolutions as the
relative ease of filing risks distracting and time-
consuming proposals being submitted by
shareholders whose interests are not necessarily
aligned with those of the broader shareholder
base.
Item 25: The expectations of, and material
implications for, companies with respect to the
energy transition and climate change continue to
evolve rapidly. There is ever greater recognition of
the increased investment risk presented by
climate-related risks, and the urgency needed to
address them.
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Vote 1 Vote 2 Vote 3
determine effective performance measures given
members’ knowledge of the company’s strategic
plans, the industry in which the company operates,
and other issues internal and/or unique to the
company.
Item 4c: Based on BlackRock’s analysis,
Woodside’s lobbying is consistent with its public
position on climate change. Where differences are
identified, the company discloses them openly.
Item 4d: Based on BlackRock’s evaluation,
Woodside provides adequate transparency on their
advertising activities and the community groups
that they support.
Outcome of the vote Not provided Not provided Not provided
Implications of the
outcome
Not provided Not provided Not provided
Criteria on which the vote
is considered “significant”
Not provided Not provided Not provided
BlackRock, Aquila UK Equity Fund
Vote 1 Vote 2 Vote 3
Company name Exxon Mobil Corporation Volvo AB Barcalys Plc
Date of vote 27 May 2020 18 June 2020 7 May 2020
Approximate size of
fund's holding as at the
Not provided Not provided
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Vote 1 Vote 2 Vote 3
date of the vote (as % of
portfolio)
Summary of the
resolution
Item 1.2: Elect Director Angela F. Braly
Item 1.4: Elect Director Kenneth C. Frazier
Item 4: Require Independent Board Chair
Items 12.1, 12.4, 12.8, 12.11: Re-elect
Matti Alahuhta, James Griffith, Martina
Merz and Carl-Henric Svanberg as
Directors .
Item 13: Re-elect Carl-Henric Svanberg
as Board Chairman.
Item 15: Approve remuneration policy
and other terms of employment for
executive management.
Item 18: Limit contributions to Chalmers
University of Technology Foundation to a
maximum of SEK 4 million per year.
Resolution 29: Approve Barclays' Commitment to
Tackling Climate Change.
Resolution 30: Approve ShareAction Requisitioned
Resolution.
How the manager voted
Item 1.2: Against
Item 1.4: Against
Item 4: For
Against all items. Resolution 29: For
Resolution 30: Against
If the vote was against
management, did the
manager communicate
their intent to the
company ahead of the
vote?
Not provided Not provided Not provided
Rationale for the voting
decision
Item 1.2: Against Director Angela F. Braly for insufficient
progress on TCFD aligned reporting and related action.
Item 1.4: Against Director KennethC. Frazier for insufficient
progress on TCFD aligned reporting and related action, and
for failure to provide investors with confidence that the
board is composed of the appropriate mix of skillsets and
can exercise sufficient independence from the management
team to effectively guide the company in assessing material
risks to the business.
Item 4: For the Independent Chair proposal on account of
BlackRock’s belief that the board would benefit from a
BlackRock voted against all resolutions given
their concerns about progress on climate-
related risks reporting, the structure of
executive pay at the company and the
approach taken by the shareholder to
micromanage company activities.
Support for both resolutions would have been
problematic as they are both binding. The independent
fiduciary determined that, as outlined in Resolution 29,
the company sets a clear ambition to become net-zero
and align to the goals of the Paris Agreement,
addressing shareholders’ concerns for the time being.
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Vote 1 Vote 2 Vote 3
more robust independent leadership structure given the
concerns.
Outcome of the vote Not provided Not provided Not provided
Implications of the
outcome
Not provided Not provided Not provided
Criteria on which the vote
is considered “significant”
Not provided Not provided Not provided
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Columbia Threadneedle, Dynamic Real Return Fund
Vote 1 Vote 2 Vote 3
Company name Amazon.com, Inc. Facebook, Inc. Comcast Corporation
Date of vote 27 May 2020 27 May 2020 3 Jun 2020
Approximate size of fund's holding as at the date of the vote (as % of
portfolio)
1.61% 0.83% 0.62%
Summary of the resolution Elect Director Thomas O. Ryder Report on Median Gender/Racial Pay
Gap.
Report on Risks Posed by Failing to
Prevent Sexual Harassment.
How the manager voted Against For For
If the vote was against management, did the manager communicate their
intent to the company ahead of the vote?
No No No
Rationale for the voting decision Director is an affiliate serving on a
key committee.
Material social risk for business; in
shareholders' interests.
Material social risk for business; in
shareholders' interests.
Outcome of the vote Pass Fail Fail
Implications of the outcome Active stewardship (engagement and voting) continues to form an integral part of Columbia Threadneedle’s research and
investment process
Criteria on which the vote is considered “significant” Vote against management.
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Pyrford. Global Total Return Fund
Vote 1 Vote 2 Vote 3
Company name GlaxoSmithKline Plc British American Tobacco plc Vodafone Group Plc
Date of vote 6 May 2020 30 April 2020 28 July 2020
Approximate size of fund's
holding as at the date of
the vote (as % of portfolio)
2.32% 2.10% 1.55%
Summary of the resolution
Approve remuneration policy Advisory Vote to Ratify Named Executive
Officers' Compensation - Approve
Remuneration Report
Re-elect David Thodey as Director
How the manager voted Against Management Against Management Against Management
If the vote was against
management, did the
manager communicate
their intent to the
company ahead of the
vote?
Whilst Pyrford's Portfolio managers do on occasion contact management prior to a vote, usually they will vote without prior dialog with management. Engagement with
management will usually follow after a vote if escalation is deemed necessary from management.
Rationale for the voting
decision
A vote against the resolution was warranted as
the incumbent US-based Executive Director's
pension arrangements subsist at a level
significantly higher than that of the wider
workforce, and there is no disclosed plan
towards alignment over time
A vote against the remuneration report was
considered warranted on account of the
following:
CEO Jack Bowles was granted a 9.5% salary
increase for the 2020 Financial Year.
From the 2020 Financial Year, the new
CFO's LTIP award has been increased to
400% of salary, up from 350% of salary
previously (albeit on a lower salary rate
than his predecessor).
A vote agaisnt the re-election of David Thodey was considered
warranted. In addition to his role as a non-executive director of
Vodafone, he holds board positions at three other publicly listed
companies, including two board chair roles. This is a significant number
of outside time commitments and may raise questions regarding his
ability to devote sufficient time to his role at Vodafone.
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Vote 1 Vote 2 Vote 3
Outcome of the vote
Pass Pass.
However, a vote of 38.06% was received against
this resolution. The Company’s Remuneration
Committee has discussed the feedback received
in detail and the matters raised by shareholders
will remain under active consideration for future
years.
Resolution withdrawn. Having cast their votes against the re-election of
Mr Thodey prior to the Annual General Meeting, they noted with
interest that on the 27th July 2020, the day before the scheduled AGM,
Mr. Thodey announced his resignation from the Board. In his
resignation statement he explicitly mentioned the concerns
surrounding his ability to dedicate sufficient time to the role as being a
meaningful factor in his decision. As a result, resolution 13 was
withdrawn and no vote was taken on the issue.
Implications of the
outcome
The decision to follow up with companies after a vote lies with the individual portfolio manager responsible for casting the vote and with discretion over the company.
Where it is deemed necessary to follow up, Pyrford’s portfolio managers will do so directly through a process of direct engagement with the company. In most cases, follow
up is not required.
Criteria on which the vote
is considered “significant”
At Pyrford they believe that all proxy votes are important and aim to vote all ballots received on behalf of their clients. All proxy votes are reviewed by their ESG Forum on a
quarterly basis. Those deemed to be “significant” are where they believe the outcome could have a meaningful impact on shareholder returns over their five-year investment
horizon. These could include management and board appointments and compensation, decisions affecting capital structure as well as company responses to social,
environmental or competitive pressures.