2019 Model Proxy Voting Guidelines /

Good corporate governance is based on the relationships between a company’s board of directors or supervisory Approval of second or casting votes board, its management, and its other stakeholders, including Some companies allow the chair of the board or of a its shareholders, employees, and the citizens of the countries committee to cast a second vote, or “casting vote”, to where it operates. [...] The allow one investor or a group of investors to control the following are reasons, in addition to those listed in corporation without a corresponding financial stake in the the following sections, for [the fund] to vote against company, making it possible for the company to act without management’s nominees: the support of a true majority of shareholders. [...] It may – more than two members of the board are former vote against the plans if it believes the committee’s lack members of the management board; of independence is influencing the company’s executive – the candidate is a former member of the management compensation. [...] This makes it easier for number of directors at fewer than five if the board does a minority of shareholders to elect director nominees of not have the usual full range of responsibilities of a public their choice to the board, enhancing the power of minority company board. [...] The The board of directors, as representatives of the shareholders extent to which directors’ and auditors’ liability is limited by of a corporation, should own shares in the corporation these votes varies with the jurisdiction.