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
2024 Voting summary
- Proposals supported (%)
- Proposals opposed (%)
- Proposals abstained (%)
| 2024 Voting summary | |
|---|---|
| Number of proposals eligible to vote on | 5,106 |
| Proposals voted on (%) | 99.8% |
| Proposals supported (%) | 87% |
| Proposals opposed (%) | 11% |
| Proposals abstained (%) | 2% |
| Proposals voted against managements' recommendation | 13% |
| Proposals voted against Glass Lewis’ recommendation | 9% |
| Number of meetings voted at | 328 |
| Number of meetings with at least one vote against management | 249 |
| Number of markets voted in | 24 |
Case studies
Voting in action
Responsible use of technology
Apple, Alphabet and Microsoft
Responsible use of technology
Apple, Alphabet and Microsoft
Issue
The number of AI-related shareholder proposals doubled in 2024, primarily due to new proposals relating to transparency around AI usage and ethical guidelines, and attribution of board responsibilities. As expected, technology companies were the most targeted. However, 2024 marked the first year where other industries were targeted, including entertainment, restaurant chains and healthcare.
How we voted
We voted on AI-related shareholder proposals at three meetings over 2024, including Apple, Alphabet and Microsoft. This included proposals that requested the formalisation of responsibility for AI oversight at the Board-level, requests for an independent third-party assessment examining the human rights impact of AI-driven targeted advertising practices, and requests for reports on the use of AI in business operations and on AI misinformation and disinformation.
We supported almost all AI proposals tabled over 2024, with the exception of one at Microsoft, regarding a report on the risks of providing AI to facilitate new oil and gas development and production. We elected to abstain this proposal, as we did not believe the level of detail requested was required given the completeness and availability of Microsoft’s existing AI disclosures.
Outcome
While no AI-related shareholder proposals we voted on ultimately passed, a number of them did receive reasonable support rates, such as the one tabled at Apple, which received 37.5% support. The growth in popularity of AI-related shareholder proposals is a clear illustration that AI and effective management of AI-related risks is a top priority for investors. We expect further growth over 2025 and will continue to monitor developments alongside our thematic engagements.
Board independence
CME Group
Board independence
CME Group
Issue
CME Group is incorporated and headquartered in the US. As such, we would expect US governance standards to be applied more meticulously. The company stated 83% independent representation. However, this included the former Vice Chair, the former Company Secretary and several Directors who had either paid or received financial benefits from the company through their clearing firms. In addition, the company had listed five directors with tenures of over 20 years as independent.
How we voted
We viewed CME Group’s board structure to be misaligned with best practice across several areas of corporate governance, particularly independence, audit and remuneration. As such, we voted against several routine items at the meeting, as well as escalating our voting measures to vote against all sub-committee chairs, and the CEO who also serves as the Board Chair.
Outcome
We communicated our voting intentions and overall governance concerns to the company prior to its AGM. We welcomed the detailed response received from CME Group, which provided further clarity on the structures in place and rationale behind certain practices. However, we still remain concerned about certain elements. As such, we intend to re-engage with the company ahead of its 2025 AGM.
Setting science-based emissions targets
Yara
Setting science-based emissions targets
Yara
Issue
A resolution was tabled at Yara, urging the company to commit to publishing science-based targets to reduce its scope 3 emissions over the short, medium and long term, aligned with the goal of limiting global temperature rise to 1.5°C. Climate change and the Just Transition have long been engagement priorities at EdenTree. Through our proprietary Climate Stewardship Plan, we engage with our highest emitting companies, tracking performance against 13 climate-related expectations. Yara has regressed on several key indicators.
How we voted
We engaged with the resolution’s filer to understand its intent and held discussions with Yara regarding its climate strategy. Yara has indicated plans to release a more detailed transition plan in 2024, which we welcome.
However, given the company’s current underperformance and as an escalation of our engagement efforts, we supported the resolution at their AGM to signal our concern. We also publicly pre-declared our voting intentions via the PRI’s Shareholder Resolution Database.
Outcome
The resolution received 8% support — modest but notable. As Yara has yet to reaffirm its commitment to science-based targets, we plan further escalation in 2025 to drive stronger climate action. We plan to continue engaging with Yara on the topic of climate performance.
Fair executive incentive structures
Salesforce
Fair executive incentive structures
Salesforce
Issue
We have concerns about several aspects of Salesforce’s corporate governance, including the combined CEO/Chair role, two over-tenured directors, low gender diversity on the board and excessive auditor tenure. These concerns were compounded by the company’s proposal to amend its certificate of incorporation to include a provision exculpating officers from personal liability for certain breaches of fiduciary duty, following recent changes to Delaware law.
How we voted
We opposed management on several proposals at Salesforce’s AGM, including the advisory vote on executive compensation due to excessive total opportunity. We also voted against the officer exculpation proposal.
Outcome
If approved, this amendment would reduce accountability for breaches of duty of care — something we believe is not in shareholders’ best interests. We will continue to monitor the adoption of this provision across the market.
