Talis Asset Management provides proxy voting guidelines for funds under our management, in accordance with the SEC’s announcement. Each vote aims to protect the interests and benefits of the funds.
Guidelines for voting
- Against approval in cases where auditors have issued a qualified opinion, or did not express an opinion at all.
- Against approval when dividend payment does not comply with the company’s dividend payment policy without proper reasoning for not complying.
- Against approval if the former Board has poor operating performance
- Against approval if there is insufficient background information to accompany the nomination, such as information regarding directorship at other companies.
- Against approval for Board of Directors who attended fewer than 75% of meetings without sufficient explanatory reasons.
- Against approval if the Board member conducts business in the same way as Talis Asset Management, with the exception of prior notification in the shareholder meetings.
- Against approval if the member in question is acting as CEO and managing director.
- Against approval if the member is nominated as director for more than five listed companies.
- Against approval if the member has taken up the director role for more than 9 years.
- Against approval if the appointment does not comply with SEC guidelines.
- Against approval of special remuneration in cases where amount is not disclosed.
- Against approval of special remuneration in cases where amount exceeds the member’s performance or the company’s net profit.
- Against approval of special remuneration to a group of individuals without sufficient explanatory reasons.
- Against approval for allocation of shares under ESOP (Employee Stock Option) programs where dilution information is not disclosed.
- Against approval for allocation of shares under ESOP (Employee Stock Option) programs where dilution exceeds 5%.
- Against approval where the Exercise Price of the ESOP (Employee Stock Option) shares is more than 10% below market price.
- Against approval in the case where changes are made to conditions without sufficient explanatory reasons.
- Against approval where the period of the ESOP is lower than 1 year.
- Against approval where more than 5% of ESOP is given to a specific Board member without sufficient explanatory reasons.
- Against approval in situations where there is no disclosure of audit fee and other fees such as non-audit fees.
- Against approval in cases where the auditor is associated with the company or is connected to the company in any significant way.
- The company should not employ the same auditor for over 5 years and there should be at least a 2 year lapse.
- Change of auditor requires notification of reason for change.
- Against approval of capital increases or write-downs without justified reasoning.
- Against approval of capital increases without a rights issue whereby the increase results in more than a 20% dilution.
- Against approval of share buybacks resulting in the Free Float receding below 20%.
- Against approval of such transactions and activities which may create a conflict of interest between the company and shareholders and persons related to shareholders or transactions and activities with connected parties, in the absence of a review by a financial adviser.
- Against approval of abnormal transactions that could potentially damage the company’s reputation.
- Against approval in the absence of information disclosure of the acquisition or disposal of the asset , acquisition or leasing out the business, mergers and acquisitions, forming management contracts, and takeovers, where information disclosed should include details such as purpose of transaction, background information, price of transaction, etc.
- Against approval if decision is dependent on financial adviser’s guidance but fail to disclose details or the financial adviser issued an unfavorable opinion.
- Against approval of the acquisition or disposal of a major asset, acquisition or leasing out the business that are not in any ways related to the company.
- Against approval in the absence of information disclosure of mergers and acquisitions, forming management contracts, and takeovers, where information disclosed should include details such as purpose of transaction, background information, price of transaction, etc.
- Against approval if decision is dependent on financial adviser’s guidance but fail to disclose details or the financial adviser issued an unfavorable opinion.
- Against approval in the absence of information disclosure of mergers and acquisitions, forming management contracts, and takeovers that are not in any ways related to the company.
- Against approval in the absence of information disclosure of individuals, groups, or companies that are hired for fund management.
- Against approval if no clear explanation is made regarding reasons for the change in the company’s business line or company’s mission.
- Against approval if no clear explanation is made regarding reasons for amending the Company Articles.
- Against approval if the portion of the Company Articles to be changed is not specified and if the wording of the new amendment is not disclosed beforehand.
- Against any proposal by the company to reduce or limit directors’ liabilities for losses which may arise from failure to effectively perform his/her duties.
- Against approval for any other activities that have not been notified in advance.
- In cases other than those stated above, the fund manager must assess the pros and cons of the agenda at hand and uphold the best interests of unitholders.
Talis Asset Management may use different voting rights to the ones listed above, in the event where other alternatives may be of more value to shareholders and funds.