| Position | Company | Matter voted on | Vote direction recommended by Company | Vote direction taken | Reason |
|---|---|---|---|---|---|
| 1 | Unilever Plc: British Consumer goods Company | Management Vote: Approve Remuneration Report & Policy How company is run: Executive Pay | For | Against | The incoming CEO's salary has been set higher than his predecessor's and is significantly higher than his current salary at Royal FrieslandCampina, and UK market peers. The Company has not provided compelling justification for this remuneration package. |
| 2 | GSK Plc: Pharmaceutical and biotechnology company with global headquarters in London | Management Vote: Approve Remuneration Report How company is run: Executive Pay | For | Against | The long-term incentive scheme used by the company allows high levels of vesting for the achievement of threshold performance. |
| 3 | Glencore Plc: Multinational commodity trading and mining company | Management Vote: Approve 2022 Climate Report Planet: Climate Reporting | For | Abstain | While we welcome the intention to increase climate-related transparency and accountability, we have reservations about the implications of Say on Climate votes. We are of the view that presenting climate strategy as a standalone voting item risks diminishing both the integration of climate in strategy and the direct responsibility and accountability of the board and individual directors. Should this resolution be approved, it may limit the scope for subsequent challenge. We have therefore chosen to abstain on this resolution. |
| Shareholder Vote: Resolution in Respect of the Next Climate Action Transition Plan Planet: Climate Reporting | Against | For | While there has been a significant improvement in climate disclosure, we believe there are still deficiencies in Glencore’s transition plan. Some elements are still unclear and would benefit from further clarity, especially on the planned decline in coal production. We believe a shorter-term target could support shareholders’ understanding of the Paris aligned transition. | ||
| 4 | Reckitt Benckiser Group Plc: British multinational Consumer goods company | Management Vote: Approve Remuneration Report & Policy How company is run: Executive Pay | For | Against | We have had long standing concerns about the high remuneration quantum and Long-Term Incentive Plan (LTIP) structure. |
| 5 | Compass Group Plc: British multinational contract foodservice company | Management Vote: Approve Remuneration Report & Policy How company is run: Executive Pay | For | Against | A vote against this item is considered warranted because, the Company's Remuneration Policy received significant dissent at the 2022 AGM (32.5 percent against), which has been attributed to concerns around the significant increases made to LTIP award levels. Despite the level of dissent recorded, no material actions have been taken to address the underlying concerns raised. |
| Management Vote: Re-elect named Director How the company is run: Board of directors | For | Abstain | The Company's Remuneration Policy received significant dissent at the 2022 AGM (32.5 percent against), which has been attributed to concerns around the significant increases made to LTIP award levels. Despite the level of dissent recorded, no material actions have been taken to address the underlying concerns raised. It therefore seemed appropriate to abstain on the re-election of this director as she is Chair of the Remuneration Committee. | ||
| 6 | Flutter Entertainment Plc: International sports betting and gambling company | Management Vote: Approve Remuneration Policy How the company is run: Executive Pay | For | Against | The company intends to grant a one of award of LTIP of 1600 percent of salary. We are opposed to such one-off awards. |
| Management Vote: Approve Long Term Incentive Plan How the company is run: Executive Pay | For | Against | The company seeks to introduce a new LTIP to facilitate the one-off award of 1600 percent of salary. We are opposed to such one-off awards. | ||
| Management Vote: Amend Restricted Share Plan How the company is run: Executive Pay | For | Against | The company seeks to amend the rules of the RSP to facilitate the one-off award of 1600 percent of salary. We are opposed to such one-off awards. | ||
| 7 | SSE Plc: Energy Company | Management Vote: Approve Remuneration report How the company is run: Executive Pay | For | Against | Following a consultation in 2022 we voted against the approval of the company’s revised Remuneration Policy and Performance Share Plan. We were not supportive of the increase in PSP grant from 200 percent to 250 percent of salary. We were of the view that this was not appropriate in the context of the developing cost of living crisis. Awards were granted at the new maximum during the year, and as we remain of the view that awards should not have been increased we have voted against the Remuneration Report. |
| Management Vote: Approve Net Zero Transition Report Planet: Climate Reporting | For | Abstain | While we welcome the intention to increase climate-related transparency and accountability, we have reservations about the implications of Say on Climate votes. We are of the view that presenting climate strategy as a standalone voting item risks diminishing both the integration of climate in strategy and the direct responsibility and accountability of the board and individual directors. Should this resolution be approved, it may limit the scope for subsequent challenge. We have therefore chosen to abstain on this resolution. | ||
| 8 | Legal & General Group Plc: British multinational Financial services and asset management company | Management Vote: Approve Climate Transition Plan Planet: Climate Reporting | For | Abstain | While we welcome the intention to increase climate-related transparency and accountability, we have reservations about the implications of Say on Climate votes. We are of the view that presenting climate strategy as a standalone voting item risks diminishing both the integration of climate in strategy and the direct responsibility and accountability of the board and individual directors. Should this resolution be approved, it may limit the scope for subsequent challenge. We have therefore chosen to abstain on this resolution. |
| 9 | Aviva Plc: British multinational Insurance company | Shareholder Vote: Approve Climate-Related Financial Disclosure Planet: Climate Reporting | For | Abstain | While we welcome the intention to increase climate-related transparency and accountability, we have reservations about the implications of Say on Climate votes. We are of the view that presenting climate strategy as a standalone voting item risks diminishing both the integration of climate in strategy and the direct responsibility and accountability of the board and individual directors. Should this resolution be approved, it may limit the scope for subsequent challenge. We have therefore chosen to abstain on this resolution. |
| 10 | InterContinental Hotels Group Plc: British-American Hotel and hospitality services company | Management Vote: Approve Remuneration Policy How company is run: Executive Pay | For | Against | A vote against the remuneration policy is warranted because the maximum LTIP opportunities are being increased, resulting in a material uplift of the Executive Directors' quantum that is not accompanied by sufficiently compelling rationale. |
| Management Vote: Approve Remuneration Policy How company is run: Executive Pay | For | Against | A vote against this item is warranted because the Company applied discretion to adjust the cash flow metric of the vesting FY2020 LTIP, which would otherwise still pay out, leading to a 7.2% increase in outcome. |
| Position | Company | Matter voted on | Vote direction recommended by Company | Vote direction taken | Reason |
|---|---|---|---|---|---|
| 1 | Microsoft Corporation: American Multinational Technology company | Management Vote: Advisory Vote to Ratify Named Executive Officers' Compensation How company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. Performance-based awards have a performance period of less than three years. |
| Management Vote: Ratify Deloitte and & Touche as Auditors How company is run: Reappoint Auditor | For | Against | We have concerns regarding the length of auditor tenure, which could impede independence. | ||
| Management Vote: Publish a Tax Transparency Report How company is run: Tax Transparency | Against | For | Despite the challenges of tax transparency reporting, Microsoft announced its plans to publish a country-by-country tax report in 2025, to comply with EU regulatory standards. Microsoft publicly supports multilateral efforts on tax reform proposed by 138 members of the OECD and G20. Given regulatory requirements of international tax systems are rapidly evolving, a vote for a tax transparency report is warranted. We believe enhanced disclosures on Microsoft’s tax practices would be of benefit to investors as tax transparency can illuminate material risks to profitability and reputation. Furthermore, the drafting of the resolution does not constrain the board and executive’s discretion in the management and reporting of tax affairs. | ||
| 2 | GSK Plc: Pharmaceutical and biotechnology company with global headquarters in London | Management Vote: Approve Remuneration Policy of Chairman and CEO fom January 1, 2023 until May 3, 2023 How company is run: Executive Pay | For | Against | We have concerns that the Remuneration Policy of the Chairman and CEO provides for full vesting of outstanding Long-Term Incentives. |
| Management Vote: Approve Company's Climate Transition Plan Planet: Climate reporting | For | Abstain | While we welcome the intention to increase climate-related transparency and accountability, we have reservations about the implications of Say on Climate votes. We are of the view that presenting climate strategy as a standalone voting item risks diminishing both the integration of climate in strategy and the direct responsibility and accountability of the board and individual directors. Should this resolution be approved, it may limit the scope for subsequent challenge. We have therefore chosen to abstain on this resolution. | ||
| Management Vote: Authorize Issuance of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUR 800 Million How company is run: Executive Pay | For | Against | The issuance authority exceeds our guideline limits. | ||
| 3 | Tetra Tech: American Engineering and consulting company | Management Vote: Advisory Vote to Ratify Named Executive Officers' Compensation How company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. Total Shareholder Return metric threshold set below median. |
| 4 | Analog Devices: American multinational semi-conductor company | Management Vote: Election of 2 named Directors How company is run: Board of Directors | For | Against | We have concerns regarding the tenure of these two Directors. |
| Management Vote: Advisory Vote to Ratify Named Executive Officers' Compensation How company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. Time-based awards to the CEO are worth more than $5m in the current year and preceding year. Total Shareholder Return metric threshold is set below median. | ||
| Management Vote: Ratify Ernst & Young LLP as Auditors How company is run: Reappoint Auditor | For | Against | We have concerns regarding the length of auditor tenure, which could impede independence. | ||
| 5 | Crown Holdings: Packaging company | Management Vote: Elect named Director How company is run: Board of Directors | For | Against | We have concerns regarding the gender diversity of the board and therefore considered a vote against the Chair of the Nomination Committee to be appropriate. |
| Management Vote: Ratify PWC LLP as Auditors How the company is run: Reappoint Auditor | For | Against | We have concerns regarding the length of auditor tenure, which could impede independence. | ||
| Management Vote: Advisory vote to Ratify Named Executive Officers' compensation How the company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. TSR metric threshold set below median. | ||
| Shareholder Vote: Submit Severance Agreement (Change-in-Control) to Shareholder Vote How the company is run: Executive Pay | Against | For | The proposal applies only to future severance arrangements. The current agreements will not be affected, and the proposal offers flexibility as to when the board may seek shareholder approval of a new or renewed severance arrangement, such as at the next annual meeting. | ||
| 6 | Equinix, Inc: Digital Infrastructure Company | Management Vote: Elect named Director How the company is run: Board of Directors | For | Against | We have concerns regarding the tenure of this Director. |
| Management Vote: Ratify PWC LLP as Auditors How the company is run: Reappoint Auditor | For | Against | We have concerns regarding the length of auditor tenure, which could impede independence. | ||
| 7 | Deere & Company: American Agricultural machinery | Management Vote: Elect named Director How the company is run: Board of Directors | For | Against | We have concerns regarding the tenure of this Director. |
| Management Vote: Advisory Vote to Ratify Named Executive Officers' Compensation How company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. More than 50 percent of awards are time-based. Total Shareholder Return metric threshold set below median. | ||
| Management Vote: Ratify Deloitte & Touche LLP as Auditors How company is run: Reappoint Auditor | For | Against | We have concerns regarding the length of auditor tenure, which could impede independence. | ||
| Shareholder Vote: Submit Severance Agreement (Change-in-Control) to Shareholder How company is run: Executive Pay | Against | For | A vote in favour of this item is warranted given that it is positive for shareholders to have the ability to vote on severance amounts that exceed market norms, the proposal applies only to future severance arrangements, and the proposal offers flexibility as to when the board may seek shareholder approval of a new or renewed severance arrangement, such as at the next annual meeting. | ||
| 8 | Legal & General Group Plc: British multinational Financial services and asset management company | Management Vote: Approve Remuneration Report How company is run: Executive Pay | For | Against | Following a consultation in 2022 we voted against the approval of the company’s revised Remuneration Policy and Performance Share Plan. We were not supportive of the increase in PSP grant from 200 percent to 250 percent of salary. We were of the view that this was not appropriate in the context of the developing cost of living crisis. Awards were granted at the new maximum during the year, and as we remain of the view that awards should not have been increased we have voted against the Remuneration Report. |
| Management Vote: Approve Net Zero Transition Planet: Climate reporting | For | Abstain | While we welcome the intention to increase climate-related transparency and accountability, we have reservations about the implications of Say on Climate votes. We are of the view that presenting climate strategy as a standalone voting item risks diminishing both the integration of climate in strategy and the direct responsibility and accountability of the board and individual directors. Should this resolution be approved, it may limit the scope for subsequent challenge. We have therefore chosen to abstain on this resolution. | ||
| 9 | American Water Works Company: Water services | Management Vote: Elect named Director How company is run: Board of Directors | For | Against | We have concerns regarding the tenure of this Director. |
| Management Vote: Advisory Vote to Ratify Named Executive Officers' Compensation How company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. TSR metric threshold set below median. | ||
| Management Vote: Ratify PWC LLP as Auditors How company is run: Reappoint Auditor | For | Against | We have concerns regarding the length of auditor tenure, which could impede independence. | ||
| Shareholder Vote: Oversee and Report a Racial Equity Audit People: Diversity | Against | For | The Company has introduced several diversity and inclusion initiatives and has plans for more in future. We support the company in these efforts and believe the proposed report would help shareholders and management to assess their efficacy and identify specific areas for improvement. | ||
| 10 | Ameresco, Inc: Renewable Energy | Management Vote: Advisory Vote to Ratify Named Executive Officers' Compensation How company is run: Executive Pay | For | Against | We have concerns regarding the link between pay and performance. The CEO's salary was significantly increased again in FY22 and remains relatively high as compared to peers. Further, while equity awards were entirely performance-based, the CEO's grant value was considered to be outsized. Specific forward-looking performance targets were not disclosed nor were relative weights and the potential impact of individual performance. |
| Management Vote: Advisory Vote on Say on Pay Frequency How company is run: Executive Pay | Thee Years between votes | One Year between votes | A vote for the adoption of an annual say-on-pay frequency is warranted. Annual say-on-pay votes are considered a best practice as they give shareholders a regular opportunity to opine on executive pay. |
A few more important things
There are a few other areas of active ownership that are considered and these help us to manage your investments.
Conflicts of interest based on ownership influence
That means keeping an eye out for things that we and other Fund Managers do that might stop us from making the most of this on your behalf.
Sweating the big stuff
Our Investment Adviser abrdn and other Fund Managers work with other investors on the big things that companies need to do to build towards positive change and a brighter future.
Lending out
A couple of our funds can lend out their investments, which also includes ownership rights. We make sure this is only in small amounts, for a short time.