Proxy voting
Proxy voting is a core responsibility of asset managers. We believe that shareholders have a vital role to play in encouraging high standards of corporate governance from the perspective of being long-term investors, and we therefore seek to vote at all meetings in which we are eligible to. We will also seek to engage pro-actively with companies where either existing corporate governance arrangements or management proposals cause concern.
Voting
How we vote
In a typical year, we will vote at hundreds of company meetings, taking a thoughtful and considered view on each resolution. Voting is conducted in accordance with our Corporate Governance and Voting Policy. The Policy outlines our key expectations of portfolio companies and serves to provide transparency around our assessment of corporate governance practices alongside the corresponding stewardship actions we may take where companies do not meet our expectations.
An active approach to voting
2025 Voting summary
- Proposals supported (%)
- Proposals opposed (%)
- Proposals abstained (%)
| 2025 Voting summary | |
|---|---|
| Number of proposals eligible to vote on | 4,945 |
| Proposals voted on (%) | 100% |
| Proposals supported (%) | 83% |
| Proposals opposed (%) | 16% |
| Proposals abstained (%) | 1% |
| Proposals voted against managements' recommendation | 17% |
| Proposals voted against Glass Lewis’ recommendation | 14% |
| Number of meetings voted at | 313 |
| Number of meetings with at least one vote against management | 252 |
| Number of markets voted in | 24 |
Case studies
Voting in action
Cybersecurity Oversight
Sanofi
Cybersecurity Oversight
Sanofi
Issue
Cybersecurity is a material risk for pharmaceutical and healthcare companies due to the sensitive data they collect and store. This was demonstrated in 2024 when UnitedHealth Group experienced a cyberattack that compromised data belonging to a third of Americans, exposing the company to significant litigation risk. In response, we have raised our expectations for healthcare companies, advocating for board-level oversight and expertise in cybersecurity, and increasingly, artificial intelligence to effectively manage and mitigate these risks.
How we voted
Sanofi currently lacks cyber or IT expertise on its Board, which we believe would enhance oversight. While the Board has not yet appointed a director with relevant experience, it has taken steps to address the gap by introducing director training sessions on cybersecurity. As a result, we chose to abstain from the re-election of a Director serving on the Environment & Social (E&S) Committee.
Board Independence
Marvell Technology
Board Independence
Marvell Technology
Issue
Marvell Technology have a combined CEO / Chair position, whereby a single individual is responsible for both executive and board leadership. We believe the separation of the Board Chair and CEO role is an important tenet of effective corporate governance as it increases the board’s independence from management, and mitigates the risk of both agency conflict and potentially compromised decision-making procedures.
There are indications of this in the company’s remuneration practices, which have been poor in recent years due to continued issues around misalignment between pay and performance. In 2024, the advisory vote on executive compensation only received 51% support from shareholders, signalling remuneration as a commonly shared concern between shareholders.
How we voted
Our concerns around remuneration, board independence, and the lack of action in response to shareholder dissent, all support the argument that shareholder interests should be better represented and considered by the Board. We therefore voted in favour in favour of a shareholder proposal regarding the introduction of an Independent Chair, as well as voting against Directors serving on the Remuneration Committee as an escalation measure.
Health & Safety Oversight
Novo Nordisk
Health & Safety Oversight
Novo Nordisk
Issue
Novo Nordisk has rapidly expanded its manufacturing capacity to meet the significant demand for Ozempic. However, this accelerated growth has raised concerns around health and safety, workforce conditions and human rights. In a short period, there were multiple fire incidents at company sites and media reports raised concerns about unauthorised workers and potential gaps in safety controls.
In our engagements with the company, we sought to understand the drivers of the reported incidents and to assess the robustness of its health and safety management approach during expansion.
The company outlined steps to strengthen supplier compliance, including financial penalties for non‑compliant suppliers introduced in 2024. We welcomed this progress, but emphasised that responsibility for worker safety must be owned by the company and reinforced through stronger oversight and disclosure across the value chain.
How we voted
Given the volume of workforce and human rights concerns raised over the past 24 months, we supported a shareholder proposal on collective agreements and a good working environment. While prescriptive, we believe it can strengthen governance and protect long‑term shareholder value.
Executive Remuneration
Hollywood Bowl Group
Executive Remuneration
Hollywood Bowl Group
Issue
We voted against Hollywood Bowl Group’s 2024 Remuneration Report at the AGM due to concerns that payouts were achievable at relatively low levels of performance. Under the structure proposed, up to 30% of overall remuneration could vest for threshold performance, which we do not consider to be sufficiently stretching or aligned with shareholder expectations.
Following our vote against Hollywood Bowl Group’s remuneration report, the company’s management team reached out for us to consult on the 2025 remuneration policy. We shared our concerns around the overreliance on absolute performance measures in the LTIP, as well as the considerable vesting opportunity for threshold performance. Within our review of the 2025 policy, we were pleased to see the company had improved both aspects by reducing vesting and adding a relative performance measure.
How we voted
On the basis of these improvements, we supported the 2025 remuneration policy and pre-declared our voting intention to the company. The policy received 93% shareholder support, up from 83% support for the prior year’s remuneration report, indicating stronger alignment between the revised pay framework and investor expectations.
