STEWARDSHIP

Introduction

Global Systematic Investors LLP (“GSI”) is an investment management firm authorised in the United Kingdom by the Financial Conduct Authority with permission to provide certain regulated products and services. We may provide investment services and products to a variety of clients. In doing so, we will endeavour to treat all clients fairly, including when voting proxies on behalf of clients.
Currently, given the additional costs associated with voting proxies, we believe that it is not in the best economic interests of our clients to vote all proxies. Instead, we select a subset of the funds’ holdings that we believe warrant voting. Where proxies are voted, the following procedures apply.

Proxy Voting Procedures

Our Investment Committee (the “Committee”) is responsible for overseeing the proxy voting process. The Committee may delegate responsibility to oversee specific areas of compliance with these procedures to one or more of its members. In addition, the Committee may authorise other individuals, including those working for firms outside GSI, to vote proxies on behalf of our clients.

Conflict of Interest

There may be occasions where voting proxies presents a conflict of interest between GSI, our employees, and one or more of our clients. In the event of a conflict we are required to put the interests of our clients first. However, most proxy votes will be cast in accordance with predefined procedures and guidelines that minimise the potential for any conflict of interest.
If such a conflict is identified, it will be reported to the our Compliance Officer and recorded in the Conflicts Register. The Compliance Officer will determine whether the conflict needs to be referred to the Committee. If so, the Committee will determine the appropriate course of action to manage the conflict in the best interests of our clients.

Proxy Voting

We exercise our voting right to promote good corporate governance in investee companies. We use the services of Minerva Analytics to provide information, highlight controversial items, and a platform to execute our proxy votes.

Our global ESG proxy voting guidelines (the “Guidelines”) assist us in casting votes that are in the best interest of our clients. However, there may be occasions when we determine that the best interests of our clients are best served by voting on certain issues contrary to the Guidelines. When the Guidelines do not cover potential voting issues, we will endeavour to vote in a manner that is consistent with the spirit of the Guidelines and in the best interests of our clients.

We will maintain records of all proxies voted. If we have voted over a period, a summary of votes cast for that period will be published on our website, which will be published at least annually.

GENERAL PRINCIPLES

We have developed and implemented policies and procedures to ensure that the fiduciary obligation to vote proxies in the best interest of our clients is fulfilled.

We actively exercise our rights as a shareholder to promote responsible and sustainable practices in companies which our funds invest.

Based on that fiduciary obligation, we have produced the Guidelines described in this document. The Guidelines consider global best practice guidelines such as the ICGN Global Corporate Governance Principles and the G20/OECD Principles of Corporate Governance.

In addition, we incorporate how companies disclose and manage their environmental, social and governance (“ESG”) responsibilities in our voting decisions. As such, the Guidelines consider internationally recognised sustainability-related initiatives such as the UN Guiding Principles on Business and Human Rights, the UN Global Compact and UN Sustainable Development Goals (SDGs).

The Guidelines provide a general framework for our proxy voting analysis, and they apply globally; however, they permit the discretion to reflect local laws or standards where applicable.