corporate Governance
Corporate
governance has been a topical issue among
institutional investors in the United States and
United Kingdom for quite some time, in part
because of its positive impact on performance.
'Comply or explain'
Corporate governance in terms of the 'comply
or explain’ rule in the Corporate Governance
Code has been embedded in Dutch law since 31
December 2004. That means it is a compulsory
element in the annual reports of listed
companies. The Code stipulates that
institutional asset managers like PH&C must
pursue a policy for exercising the voting rights
attaching to the shares of such companies, and
must publish these particulars.
PH&C has taken note of these developments and
began implementing its voting policy on Dutch
shares in 2005. For this purpose it works in
tandem with institutional investors affiliated
to Eumedion.
Active Voting
policy
PH&C invests worldwide with the assistance of
external asset managers. To send a
representative to all shareholders’ meetings, or
delegate that task to asset managers would be
inadvisable on grounds of cost. PH&C therefore
decided in the first instance to vote only at
the shareholders’ meetings of Dutch companies in
its investment portfolio. In the case of foreign
investments, asset managers have been authorised
to exercise voting rights at shareholders’
meetings on behalf of PH&C as they see fit.
PH&C observes an active voting policy on shares
of listed companies. In 2006 voting took place
through Eumedion, the interest grouping of
institutional investors established in the
Netherlands. Members of Eumedion share out a
number of annual general meetings (AGMs) of
shareholders of Dutch companies. After studying
the relevant documentation, PH&C authorises
other institutional investors to speak and vote
on its behalf at the meeting. In 2006 PH&C
attended the AGMs of two Dutch companies with
authorisation to vote by proxy for other
Eumedion members.
Voting at these shareholders’ meetings complies
with the
voting
guidelines
opgesteld in de corporate governance code. For
more information see the
Eumedion website.
Read more about
PH&C’s voting policy:
Third
quarter 2008
As off the
third quater 2008 the fund's asset managers vote
on AGMs and EGMs. The managers vote by the
fund's guidelines and their onw guidelines. In
the reports you will find the actual votes that
were cast.
Second
quarter 2008
An EGM of a
Dutch public listed company was scheduled
for the second quarter of 2008. No votes
could be cast at the EGM. The voting reports
of the fund's managers will be published on
this site as soon as possible.
Cohen & Steers manages the PH&C equities
property portfolio and
exercises voting rights at the relevant
shareholders’ meetings. Its voting is summarised
below:
Acadian Asset Management manages a significant
portion of the PH&C equities portfolio and
exercises voting rights at the relevant
shareholders’ meetings. Its voting is summarised
below:
First
quarter 2008
A number of AGMs are scheduled for the first
quarter of 2008. In line with recent years PH&C
avails itself of the fact that other
institutional investors attend these meetings.
The related reports can be found below.
Acadian Asset Management manages a significant
portion of the PH&C equities portfolio and
exercises voting rights at the relevant
shareholders’ meetings. Its voting is summarised
below:
Fourth quater
2007
In the fourth
quarter of 2007 PH&C actively perused the
portfolio to identify shares relating to AGMs or
extraordinary shareholders’ meetings. No
additional actions were carried out. The
assetmanagers (with exception of Robeco and
Cohen & Steers) voted by proxy during 2007.
Third quarter 2007
In the third
quarter of 2007 PH&C actively perused the portfolio to identify
shares relating to AGMs or extraordinary
shareholders’ meetings. At Fortis AGM
pension fund Mn
Services acted as proxy holder for PH&C.
Second
quarter 2007
A number of AGMs of shareholders are
scheduled for the second quarter of 2007. In
line with recent years PH&C avails itself of
the fact that other institutional investors
attend these meetings.
At the Fortis AGM
votes were cast remotely by one asset manager.
For that reason the representative attending on
behalf of PH&C (contrary to usual practice)
spoke at the meeting, but did not vote. Voting
instructions were identical in both cases.
Acadian Asset Management manages a significant
portion of the PH&C equities portfolio and
exercises voting rights at the relevant
shareholders’ meetings. Its voting is summarised
below:
T. Rowe Price
manages a portion of the American equities
portfolio and exercises voting rights attaching
to shares. Its voting is summarised below:
First
quarter 2007
In the first quarter of 2007 Acadian
Asset Management voted at a number of
shareholders’ meetings on behalf of PH&C. A
report on this voting will be available
later. In line with its policy on voting
PH&C considered the possibility of
authorising other pension funds or
institutional investors to vote on its
behalf. In first quarter 2007 no documents
subject to decision by vote were presented.
Fourth quarter 2006
In the fourth quarter of 2006 PH&C
actively perused the portfolio to identify
shares relating to AGMs or extraordinary
shareholders’ meetings. As in the third
quarter no documents subject to decision by
vote were encountered. The assetmanagers (with
exception of Robeco) voted by proxy during
2006.
Third quarter 2006
In the third quarter of 2006 PH&C
actively perused the portfolio to identify
shares relating to AGMs or extraordinary
shareholders’ meetings. No documents subject
to decision by vote were encountered.
Second quarter 2006
In the second quarter of 2006 PH&C
exercised voting rights attaching to VNU,
Aegon, Shell and Fortis shares through the
Eumedion network. Spokespersons at these
meetings were respectively Interpolis, ABP
and Dutch Rail Pension Fund
(Spoorwegpensioenfonds). PH&C sent its own
representatives to the shareholders’
meetings of Numico and Nutreco. The related
reports can be found below.
Acadian Asset
Management manages a significant portion of the
portfolio and exercised voting rights attaching
to the shares. Its voting is summarised below:
T. Rowe Price
manages a portion of the American equities
portfolio and exercises voting rights attaching
to shares. Its voting is summarised below:
First quarter
2006
Voting rights were exercised on behalf of
PH&C in the first quarter of 2006 as recorded in
the Acadian Vote Summary posted under Second
quarter 2006.
Second quarter 2005
In April 2005 PH&C voted at three AGMs of
Dutch companies. SPF Beheer attended the VNU AGM
and voted on behalf of PH&C. At Rodamco Europe
AGM pension fund ABP acted as proxy holder for
PH&C. Pension fund PGGM spoke and voted on
behalf of PH&C at the ING AGM.
Acadian Asset
Management manages a significant portion of the
PH&C equities portfolio and exercised the voting
rights attaching to the shares. Its voting is
summarised below:
T. Rowe Price
manages a portion of the American equities
portfolio and exercises voting rights attaching
to shares. Its voting is summarised below:
First quarter
2005
In the first quarter of 2005 PH&C voted
actively at two AGMs of Dutch companies. The
Fund and PGGM were in joint attendance at the
Philips AGM. PGGM spoke and voted on behalf of
PH&C at the ASML AGM. PH&C did not attend
shareholders’ meetings abroad.
In the first half
of 2005 PH&C attended six shareholders’ meetings
and voted as follows on altogether 65 agenda
items: in favour on 60 occasions, two
abstentions and three against. Voting related to
the remuneration of supervisory or managing
directors and share flotation. Acadian Asset
Management (ACAM) voted on behalf of PH&C at
four international shareholders’ meetings in
2005. Votes were brought out as follows on
altogether 54 agenda items: in favour on 52
occasions, one abstention and one against.
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