2016 PRI Reporting. A User Guide for ISS Clients. Introduction ISS Institutional Shareholder Services

Transcription

1 ` 2016 PRI Reporting A User Guide for ISS Clients Introduction Reporting on Responsible Investment is one of the six Principles that organisations commit to when they become a signatory to the United Nations supported Principles for Responsible Investment: Principle 6: We will each report on our activities and progress towards implementing the Principles. Completing the Reporting Framework is a mandatory requirement for all Asset Owners and Investment Managers who are signatories to the PRI (except for new signatories in the 1 year grace period). A subset of the reporting framework will be made public. The reporting framework has been open for reporting since 5 January, with a deadline of 31 March See here for a summary of the Reporting and Assessment process and here for useful supporting documentation for This guide, which is produced for informational purposes only, was formed following discussions with Mandy Kirby, Head of Reporting and Assessment at PRI. This User Guide is designed to support ISS clients in responding to those PRI Reporting Framework sections which might relate, directly or indirectly, to their use of ISS as a third-party service provider. It is not intended to be prescriptive; clients should adapt responses according to their own specific organisational context and ultimately each signatory to the PRI Principles must be responsible for their own compliance with their reporting and other obligations under the Principles. We anticipate that the majority of potential reporting responses relating to the use of ISS and ISS-Ethix environmental, social and governance research, data, screening and shareholder voting services would be in the Direct-Listed Equity Active Ownership (LEA) module. We have also highlighted the relevant mandatory sections in the Organisational Overview (OO) and Strategy and Governance (SG) core modules as a starting point. If you incorporate ESG data into the investment decision making process and use ISS and ISS-Ethix services to do so, there are other potentially relevant sections in the Listed Equity Incorporation (LEI) module. There is a section in the Fixed Income (FI) module that might be relevant to clients using ISS and ISS-Ethix fixed income solutions. Finally, clients with externally managed assets with an external manager using ISS or ISS-Ethix services might report this in the Selection, Appointment & Monitoring (SAM) module ISS Institutional Shareholder Services

2 CONTENTS Please access the full reporting framework documents in the zip file on the PRI s Reporting Framework webpage: Note that the page numbers below relate to those in this ISS guide. CONTENTS... 2 OO 13.1 ORGANISATIONAL OVERVIEW GATEWAY ASSET CLASS IMPLEMENTATION INDICATORS MODULES & SECTIONS... 5 SG 01.1 STRATEGY AND GOVERNANCE RESPONSIBLE INVESTMENT POLICY... 6 SG 02.1 STRATEGY AND GOVERNANCE PUBLIC DISCLOSURE... 7 LEI 04.1 DIRECT LISTED EQUITY INCORPORATION ESG INFORMATION USE... 8 LEI 04.2 DIRECT LISTED EQUITY INCORPORATION BRIEF DESCRIPTION OF ESG INFORMATION USED... 9 LEI 05.1 DIRECT LISTED EQUITY INCORPORATION PROCESS THROUGH WHICH INFORMATION DERIVED FROM PROXY VOTING IS MADE AVAILABLE FOR INVESTMENT DECISION-MAKING LEA 02.1 DIRECT LISTED EQUITY ACTIVE OWNERSHIP REASONS FOR INTERACTING WITH COMPANIES ON ESG ISSUES AND WHO CARRIES OUT THESE INTERACTIONS LEA 17.1 DIRECT LISTED EQUITY ACTIVE OWNERSHIP (PROXY) VOTING AND SHAREHOLDER RESOLUTION PROCESS LEA 20 DIRECT LISTED EQUITY ACTIVE OWNERSHIP VOTE CONFIRMATION LEA 21 DIRECT LISTED EQUITY ACTIVE OWNERSHIP SECURITIES LENDING PROGRAMME LEA 22 DIRECT LISTED EQUITY ACTIVE OWNERSHIP RATIONALE FOR DISSENT LEA 23 DIRECT LISTED EQUITY ACTIVE OWNERSHIP PERCENTAGES OF VOTES CAST LEA 24 DIRECT LISTED EQUITY ACTIVE OWNERSHIP OUTPUTS AND OUTCOMES LEA 26 DIRECT LISTED EQUITY ACTIVE OWNERSHIP EXAMPLES OF PROXY VOTING STATISTICS LEA 27 DIRECT LISTED EQUITY ACTIVE OWNERSHIP DISCLOSING VOTING ACTIVITIES FI 05.2 DIRECT FIXED INCOME ESG INFORMATION & PROVIDERS ISS Institutional Shareholder Services 2 of 27

3 OO 11.1 ORGANISATIONAL OVERVIEW GATEWAY ASSET CLASS IMPLEMENTATION INDICATORS RESPONSIBLE INVESTMENT ACTIVITIES IMPLEMENTED In the Organisational Overview module indicator11.1, you can select one or more responses. This indicator is one of the key indicators of the Reporting Framework relating to listed equities. It is designed to ensure that signatories only report on activities that are relevant. ISS cannot suggest how to respond to this indicator, as each signatory may be doing some or all of these activities independent of using ISS services. However, here are some comments to each possible selection in this indicator that might relate to a signatory s use of ISS services. If signatories are using ISS services, it is probable that some of these areas are being implemented. We incorporate ESG issues into investment decisions on our internally managed assets This selection is primarily focused on those signatories implementing Principle 1. This is relevant for signatories that incorporate ESG information in the buy/sell/hold decisions of their holdings. While this is all about each particular investor s investment strategy, if you are using ISS Governance Research, Special Situations Research, QuickScore, ISS Incentive Labs and/or ExecComp Analytics, not only for (proxy) voting decisions but also to inform investment decisions, this selection may be applicable to you. If you are using ISS-Ethix ESG data, screening, analytics, research and analysis, this section is likely to be applicable to you. We address ESG incorporation, engagement and/or (proxy) voting in our external manager selection, appointment and/or monitoring processes This indicator covers the activities undertaken by an investor to select, appoint and monitor external managers. It does not therefore require signatories to report on ISS services. If you hire external managers and require them to implement responsible investments by incorporating ESG in investment decisions or engaging and voting on your behalf, based on ISS-Ethix investment services (e.g. Norm-Based Screening, Pooled Engagement, etc.) you should select this option. Also, if your external manager is using ISS or ISS-Ethix services in this area, you may be indirectly capturing our services through that manager selection and monitoring process. Signatories with externally managed assets can report this in the Selection, Appointment & Monitoring (SAM) module, which covers almost all asset classes ISS Institutional Shareholder Services 3 of 27

4 Clients who are asset owners can also use ISS and ISS-Ethix services to help them monitor the proxy voting ESG screening, and/or Engagement activities undertaken by their fund managers. Such services might include: Custom Proxy Voting Policy: the set-up of a client s house policy to be applied by all fund managers voting on the clients behalf. Clients can use ProxyExchange to monitor voting activities of their fund managers. Governance Risk Report: flags key issues in external managers proxy voting activities. Asset owners can use this insight to develop voting policies for external managers, inform engagement with fund managers and companies, and to ultimately mitigate risk in actively and passively managed funds. ISS-Ethix Investment Services: such as Norm-Based Screening and/or Pooled Engagement. We engage with companies on ESG issues via our staff, collaborations or service providers ISS and ISS-Ethix services are designed as support tools to facilitate clients own engagement. ISS does not conduct engagement activities on behalf of specific clients. ISS-Ethix provides Pooled Engagement for clients to exercise active ownership through dialogue with companies on environmental, social and governance (ESG) issues. Pooled Engagement also supports signatories in fulfilling their commitment to active ownership; to incorporate ESG principles into ownership policies and practices; to seek disclosure on ESG issues from companies they invest in; and to report on activities and progress. Both ISS and ISS-Ethix interact with companies as part of our standard research processes. The objective of this interaction is to ensure that our research is based on the most comprehensive and accurate information available, and is for the benefit of all ISS clients. This type of interaction is considered by the PRI as part of the research activities to support Principle 1 and thus could be described and captured in the Direct Listed Equity Incorporation module. If, however, the only engagement or interactions a signatory is having with companies is via using ISS research, then we believe it is not appropriate to select this option. On a practical note, ISS clients can rely on the ISS ProxyExchange Reporting Module where clients can document and store all of their engagement activities for later retrieval, for example in the form of summary engagement reports. We cast our (proxy) votes directly or via service providers This is the selection that is most likely being implemented when an investor uses ISS proxy research and voting services. If a signatory uses ISS voting services, they should select this option. This is where the (proxy) voting being done via the use of ISS corporate governance and proxy voting services can be reflected ISS Institutional Shareholder Services 4 of 27

5 OO 13.1 ORGANISATIONAL OVERVIEW GATEWAY ASSET CLASS IMPLEMENTATION INDICATORS MODULES & SECTIONS In the Organisational Overview module section 13.1, the online tool will present which modules you must report on and the ones you can choose to report on a voluntary basis. All investors will need to report on the Organisational Overview and Strategy & Governance. The other modules in which you might consider reporting the usage of aspects of ISS and ISS-Ethix services are: Direct Listed Equity Incorporation if you are using ISS Governance Research, Special Situations Research, QuickScore, ISS Incentive Labs, ExecComp Analytics and/or ISS-Ethix ESG data, screening, research and analytics, to incorporate ESG into the investment decision making process. Direct Listed Equity Active Ownership to reflect the use of ISS corporate governance and proxy voting services, and ISS-Ethix Pooled Engagement. Direct Fixed Income if you are using the ISS Fixed Income research to incorporate ESG in the investment decision process, and ISS-Ethix Norm-Based Screening Corporate/Sovereign Bonds. Indirect Manager Selection, Appointment and Monitoring if you are signatory with externally managed assets and your external manager is using ISS or ISS-Ethix services ISS Institutional Shareholder Services 5 of 27

6 SG 01.1 STRATEGY AND GOVERNANCE RESPONSIBLE INVESTMENT POLICY The indicator SG 01 allows you to report on whether you have a responsible investment policy, the components/types and coverage of your policy and whether or not these are made public. In section SG 01 irrespective of having an overall responsible investment policy, you may refer to specific guidelines on responsible investment issues within other policies supported by ISS and ISS-Ethix (e.g. on ESG specific issues such as corporate governance; or on specific activities such as ESG specific-proxy voting guidance). If this is the case, you should select Yes for SG The more specific policies, if publicly available, can be reported in SG 02.1 (next page) and supported by hyperlinks to your own website. You may also link to the ISS benchmark and specialty policies on the Policy Gateway on the ISS website, which can be listed in section SG 02.1 if your organization has a formal commitment to them (see below) ISS Institutional Shareholder Services 6 of 27

7 SG 02.1 STRATEGY AND GOVERNANCE PUBLIC DISCLOSURE 2016 ISS Institutional Shareholder Services 7 of 27

8 LEI 04.1 DIRECT LISTED EQUITY INCORPORATION ESG INFORMATION USE If in your investment decision making process (buy/sell/hold decisions) you use ISS Governance Research, Special Situations Research, ISS Governance QuickScore, ISS Incentive Labs, ExecComp Analytics, and/or ISS-Ethix ESG data, screening, research and analytics, you might select the ESG Research Provider option in the above indicator ISS Institutional Shareholder Services 8 of 27

9 LEI 04.2 DIRECT LISTED EQUITY INCORPORATION BRIEF DESCRIPTION OF ESG INFORMATION USED For LEI 04.2 please see brief descriptions of certain ISS products, tools and services below. ISS Investment Services Services ISS Governance QuickScore ExecComp Analytics ISS Incentive Lab Voting Analytics Shareholder Proposals Governance Data Feeds WRDS Description A governance screening and scoring solution that helps investors identify governance-related risk within portfolio companies. QuickScore supports investment, governance and compliance professionals as they factor governance in their risk mitigation analysis and leverage data and analytical tools to complement qualitative research. Companies receive an overall QuickScore and are also assessed across four pillars: Board Structure, Compensation/ Remuneration, Shareholder Rights, and Audit & Risk Oversight. QuickScore uses a numeric, decile-based score that indicates a company s governance risk relative to their index or region. ISS executive compensation database provides investors with a comprehensive view of executive compensation programmes at approximately 6,000 global companies based in the U.S., Canada, U.K. and Australia. The database provides the option to look at comprehensive compensation/remuneration data for the CEO and other executives from the most recent reported period or a historical look back. Salary, bonus, share and option grants, pension, other benefits and additional components of total compensation are included in ISS database. ISS Incentive Lab data provides detailed, comparable data on incentive awards, including performance metrics, performance goals and payout structures, to determine if pay practices are consistent with peers and industry averages. An analytical tool and database of institutional voting records, used to monitor and analyse institutional voting policies, shareholder meeting results, and voting patterns to determine voting trends. Service for analysing trends in shareholder activism and tracking shareholder proposals submitted, omitted, withdrawn, or voted. Custom data feeds to give clients access to ISS comprehensive governance data sets related to executive compensation, boards of directors, company governance practices, and voting results. Corporate governance data via the Wharton Research Data Services platform, covering Boards of Directors, Corporate Takeover Defences, Shareholder Proposals, and Voting Results spanning 40,000 companies 2016 ISS Institutional Shareholder Services 9 of 27

10 For LEI 04.2 please see brief descriptions of ISS Governance Advisory Services below. ISS Governance Advisory Services Benchmark Proxy voting policy, research and recommendations including data, analysis, and Research recommendations based on ISS' benchmark policy. Specialised Proxy voting policy research and recommendations for faith-based, public funds, Policy & socially responsible, and Taft-Hartley policies. Also encompasses coverage research Research and vote recommendations for fixed income, tailored to the unique circumstances Custom / Enhanced Custom Special Situations Research Meeting Results Service surrounding non-common equity. Proxy voting research and recommendations based on clients custom policies. "Enhanced custom" offers configurable research reports to ease custom client workflow and provide an even more tailored solution. Independent research solution that adds a value-focused dimension and analytic insight to key votes with economic consequences. Solution includes in-depth analysis of strategic issues, including their interplay with governance provisions and competitive positioning. Research offers long-view thought leadership on how trends and developments in corporate governance, and particularly the governance of board/shareholder relations, may affect future value. Special Situations Research leverages ISS unique vantage at the nexus of issuers, advisors, and shareholders to add depth to analysis of all economic proposals and contentious situations. Service collects and aggregates meeting results across all markets and integrates data into client workflows and reporting. Clients can leverage actual vote outcomes to perform trend analyses of voting decisions and policy recommendations ISS Institutional Shareholder Services 10 of 27

11 For LEI 04.2 please see brief descriptions of ISS-Ethix Investment Tools and Data below. ISS-Ethix Investment Services Norm-Based An ESG screening solution that helps investors identify ESG-related risk within Screening portfolio companies. Assesses companies adherence to international norms on environmental protection, human rights, labour standards, and anti-corruption. It adheres to the UN Global Compact Principles. Covers more than 10,000 listed Controversial Weapons Screening Sector-Based Screening Norm-Based Screening Sovereign Bonds ISS-Ethix Fund Screening companies from developed and emerging markets. A weapons screening solution that helps investors identify weapons-related risk within portfolio companies. Assesses companies involvement in banned or controversial weapons such as cluster munitions, biological and chemical weapons, depleted uranium and nuclear weapons. Covers listed and unlisted weapons globally with involvement in any of the specified controversial armaments and systems. A product/sector screening solution that helps investors identify product/sectorrelated risk within portfolio companies. Assesses companies involvement in industry sectors and products such as alcohol, fossil fuels, tobacco, gambling, pornography or weapons. Covers over 5,000 listed companies in developing and emerging markets as well as certain unlisted companies. A country screening solution that helps investors identify country-related risk within portfolio holdings. Evaluates countries (over 170 UN member states) by integrating the most authoritative indicators available for long-term social impact and governance performance. Includes multi-lateral sanctions. A fund screening solution that helps investors identify ESG-related risk within funds. ESG monitoring of funds based on their underlying holdings, including analysis of multi-level fund holdings, fully extendable to fund structures. Includes pre-set or tailored criteria based on ISS-Ethix ESG research content, and can be applied when a predefined level of transparency has been reached ISS Institutional Shareholder Services 11 of 27

12 LEI 05.1 DIRECT LISTED EQUITY INCORPORATION PROCESS THROUGH WHICH INFORMATION DERIVED FROM PROXY VOTING IS MADE AVAILABLE FOR INVESTMENT DECISION-MAKING This indicator covers how information captured in engagement or (proxy) voting activities, covered by Principle 2 of the PRI, are used to incorporate ESG activities in the investment decision making process, covered by Principle 1 of the PRI. Many of ISS and ISS-Ethix s services can be used as support tools to facilitate clients own engagement. ISS does not engage on behalf of specific clients. ISS-Ethix provides Pooled Engagement for clients to exercise active ownership through dialogue with companies on environmental, social and governance (ESG) issues. Pooled Engagement also supports signatories in fulfilling their commitment to active ownership; to incorporate ESG principles into ownership policies and practices; to seek disclosure on ESG issues from companies they invest in; and to report on activities and progress. Both ISS and ISS-Ethix interact with companies as part of our standard research processes. The objective of this interaction is to ensure that our research is based on the most comprehensive and accurate information available, and is for the benefit of all ISS clients. This type of interaction is considered by the PRI as part of the research activities to support Principle 1 and thus could be described and captured in the Direct Listed Equity Incorporation module. If the only engagement or interactions a signatory is having with companies is via using ISS research, they should not select this option. On a practical note, ISS clients can rely on the ProxyExchange Reporting Module where clients can document and store all of their engagement activities for later retrieval, for example in the form of summary engagement reports ISS Institutional Shareholder Services 12 of 27

13 LEA 02.1 DIRECT LISTED EQUITY ACTIVE OWNERSHIP REASONS FOR INTERACTING WITH COMPANIES ON ESG ISSUES AND WHO CARRIES OUT THESE INTERACTIONS ISS and ISS-Ethix services are designed as support tools to facilitate clients own engagement. ISS does not engage on behalf of specific clients. ISS-Ethix provides Pooled Engagement for clients to exercise active ownership through dialogue with companies on environmental, social and governance (ESG) issues. Pooled Engagement also supports signatories in fulfilling their commitment to active ownership; to incorporate ESG principles into ownership policies and practices; to seek disclosure on ESG issues from companies they invest in; and to report on activities and progress. Both ISS and ISS-Ethix interact with companies as part of our standard research processes. The objective of this interaction is to ensure that our research is based on the most comprehensive and accurate information available, and is for the benefit of all ISS clients. This type of interaction is considered by the PRI as part of the research activities to support Principle 1 and thus could be considered and captured in the Direct Listed Equity Incorporation module. If the only interaction a signatory is having through a service provider is via ISS you should not select this option. However, to the extent you use ISS Governance Advisory Services and its inherent interaction with companies as part of your investment-decision making processes, you might choose to check the first box in the Service Providers Engagements section, to support investment decision-making (e.g. company research) ISS Institutional Shareholder Services 13 of 27

14 LEA 17.1 DIRECT LISTED EQUITY ACTIVE OWNERSHIP (PROXY) VOTING AND SHAREHOLDER RESOLUTION PROCESS The indicator LEA 17 allows you to report on whether you have a voting policy those supported by ISS are below and ISS 2016 Policy information can be found here. Benchmark ISS policies U.S. Benchmark Policy European Benchmark Policy PLSA Policy (formerly NAPF Policy) for the UK International Benchmark Policy Specialty ISS Policies Taft-Hartley Labor Policy Socially Responsible Policy Faith-based Policy Sustainability Policy Public Fund Policy Please note that the PRI does not consider ISS benchmark and specialty policies to be the signatory s own voting policy unless the ISS voting policy has been customised by the signatory. Client-Specific policies 400+ client-specific custom policies entirely tailored to the client s individual requirements ISS Institutional Shareholder Services 14 of 27

15 LEA 18.1 DIRECT LISTED EQUITY ACTIVE OWNERSHIP (PROXY) VOTING AND SHAREHOLDER RESOLUTION PROCESS Based on ISS understanding through several discussions with PRI, the intent of this indicator is to capture the breakdown between work being done in-house and work being done by service providers. In general, as a service provider, ISS provides research and formulates vote recommendations for its clients, following the policies chosen by those clients (either ISS benchmark or specialty policies or a custom policy designed to reflect the clients unique philosophy). ISS provides objective research and voting recommendations and does not make voting decisions on behalf of its clients. Clients are responsible for the final judgment on the vote submitted. Even where ISS voting services are used to facilitate efficiency in client workflows, the client may always review and override the ISS vote recommendations before submitting their votes. Clients always retain the final decision-making responsibility. In light of the above, ISS clients who use ISS research and voting recommendations in their approach to proxy voting might choose option 2 in the left-hand column of the PRI reporting framework. The response in the right-hand column will depend on whether an investor typically uses its own policy to make voting decisions, has ad hoc policies for different clients, or applies an ISS policy (in which case we suggest selecting The service provider voting policy signed off by us ) ISS Institutional Shareholder Services 15 of 27

16 LEA 20 DIRECT LISTED EQUITY ACTIVE OWNERSHIP VOTE CONFIRMATION This indicator captures what the signatory is doing with regard to vote confirmation. Please note that since ISS issued its last 2014 User Guide, PRI has changed its guidance for this reporting framework indicator. In the 2016 PRI reporting framework, confirmation that votes have been lodged now refers purely to the situation in which votes have been counted by the company. Although ISS can confirm that votes have been received and confirmed by the next intermediary in the voting chain, which, depending on the custodian being used, can be a sub-custodian or another proxy voting provider, ISS is generally not in a position to confirm that a particular voting position has been received and counted by the company at a meeting. Therefore for LEA 20.1, ISS clients should not select that they have obtained end-to-end confirmation that votes have been lodged, unless they have additional measures in place to obtain confirmation from the company regarding either a majority or minority of votes. Of further note, ISS is a service provider signatory of PRI and participated in the PRI s Vote Confirmation Pilot Project last year. The pilot brought together volunteer representatives from all the main constituents in the voting chain, from Issuers to Institutional Investors, who managed the chain manually, using and spreadsheets, across all parties relating to four 2015 European AGMs. The purpose of the manual pilot was to prove that the data can be reconciled successfully from intermediary to intermediary and to identify the practical impediments that would need to be overcome with a longer term automated solution. If your organisation participated in this or any other similar industry projects to improve the voting trail and/or to obtain vote confirmation you may select this option in LEA You may provide additional information on your organisation s vote confirmation efforts in LEA ISS Institutional Shareholder Services 16 of 27

17 LEA 21 DIRECT LISTED EQUITY ACTIVE OWNERSHIP SECURITIES LENDING PROGRAMME As the focus on corporate governance intensifies globally, the conflicting demands of securities (or stock) lending and voting can be difficult to reconcile. The ISS Global Share Recall service provides clients with a flexible solution tailored to the level of service required, which may include: Reconciliation on stock lending and voting to maximize lending revenue. Historic and real-time data supported by local market analysts. Flexibility on the need for updates regarding global meetings. Comprehensive range of data points and information triggers. Depending on the securities lending strategy you have developed, including the way you use ISS' Global Share Recall service if you are a subscriber, you will need to determine how to best answer PRI's indicator based on your own approach ISS Institutional Shareholder Services 17 of 27

18 LEA 22 DIRECT LISTED EQUITY ACTIVE OWNERSHIP RATIONALE FOR DISSENT Informing companies of the reasons for voting against or abstaining from management resolutions is increasingly encouraged by investor codes, such as the Stewardship Code in the UK. ISS offers a range of services designed to help clients inform companies of the rationale when you abstain or vote against management resolutions. These include a database of corporate contacts and the provision of content for your correspondence with companies, based on your own voting decisions and the reasons therefore ISS Institutional Shareholder Services 18 of 27

19 LEA 23 DIRECT LISTED EQUITY ACTIVE OWNERSHIP PERCENTAGES OF VOTES CAST For item 23.1, clients can use the Board Statistics Report that is available on ISS ProxyExchange. This report provides a robust level of voting statistics, including percentages based on your votable holdings information provided to ISS. On logging into the ISS ProxyExchange platform - please take the following steps to run the report: Select the "Reports" Header in the main bar. By default you will then be taken to the ISS Template Library. Once in the Library, please select the "Board Statistics Report" Choose the desired format (either HTML or XLS) and then select Edit. Select Expand All on the left. Enter the necessary Date Range credentials and any specific Accounts you wish to run the report against. Note: leaving the accounts untouched will run the report for ALL Accounts. Once these steps have been taken, select the Run option found in the top right of the Report page to select the desired delivery destination preferences. The platform will then take you to the Recent Reports Tab within the reporting silo where the completed Board Statistics Report will reside. The following is a snapshot of the beginning portion of the report, highlighted to indicate the values that can be used to help answer item 23.1 in the PRI Reporting Framework, including the basis upon which the percentage is calculated (Meeting or Ballot level): 2016 ISS Institutional Shareholder Services 19 of 27

20 Important Note: The statistics provided in the Board Statistics Report pertain only to the votable universe of securities for which ISS provides you with those services. If all of your voting activity is through ISS, then you can use the statistics in the report. If not, your PRI reporting should also take into account meetings and voting activity that are potentially not included in the votable universe for which you use ISS services. Rather than referring to the percentages mentioned in ISS Board Statistic Report, you should refer to the absolute number of meetings or ballots voted, and add to that the number of non-voted meetings for the mandates that are not part of the votable universe for which you use ISS services. If you know the number of companies held in your non-voted universe but are unsure about the number of general meetings held by these companies, you may wish to apply a multiplier of 1.2, which corresponds to the average number of general meetings (both ordinary and potentially extraordinary meetings) held by global listed companies. Example: Reporting of number of meetings voted within and outside of the universe for which ISS services are used Number of votable meetings Number of voted meetings Percentage of voted meetings Meetings voted through ISS % Companies not voted through ISS 60 Multiplier 1.2 Meetings not voted through ISS % Total number of meetings % 2016 ISS Institutional Shareholder Services 20 of 27

21 LEA 24 DIRECT LISTED EQUITY ACTIVE OWNERSHIP OUTPUTS AND OUTCOMES Reporting from ProxyExchange Similar to item 23.1, ISS recommends using the Board Statistics Report from ISS ProxyExchange to ascertain the necessary data for the questions raised in 23.1, and subject to the comments above regarding voting activity through ISS versus activity handled elsewhere. ISS suggest that clients follow the same steps that have been outlined for 22.1, with one exception. For the translation of the Data to complete question 23.1 in the PRI Reporting Framework, please note the following with reference to the highlighted values in the screenshot below. For (supporting) management proposals: Use the Number of votes With Mgmt. in the example provided this value would be percent. Against (opposing) management proposals: Please note that in the Board Statistic Report, Against Management includes all votes that are not in line with Management, therefore Abstains will also be included. Therefore, to determine Against Management Proposals, please use the value based on the following calculation: Number of Votes Against Mgmt - Number of votes ABSTAIN In the example provided this value would be (6.03% %), or 5.95 percent ISS Institutional Shareholder Services 21 of 27

22 Abstentions: Uses the value of Number of votes ABSTAIN. In the example provided, this value would be 0.08 percent. Please note that ALL three values should total to 100 percent. Important note: Please refer to note in previous section (LEA 23 Listed Equity Active Ownership - Percentages of Votes Cast) for a proper use of the statistics provided in the Board Statistics Report from ISS. Reporting options within ProxyExchange regarding shareholder resolutions The Market Statistics Report in ProxyExchange provides a meeting statistics report to help provide the analysis breakdown between shareholder and management resolutions at the market level. ProxyExchange allows the user to manipulate the configuration of the report within the parameters section using the proposal proponent filter to isolate shareholder resolutions only. ProxyExchange also allows the user to identify the Proponent or Proposal Code headers which can then be used for filtering to identify the shareholder resolutions. Reports which might be used are as follows: Ballot Level Statistical Issues Summary (SIS) Report Meeting Level Meeting Details Report Meeting Level Statistical Issues Summary (SIS) Report Vote Summary Report 2016 ISS Institutional Shareholder Services 22 of 27

23 LEA 26 DIRECT LISTED EQUITY ACTIVE OWNERSHIP EXAMPLES OF PROXY VOTING STATISTICS Clients should select the most appropriate examples for their organisation. Signatories may report anonymous examples if they wish. Subscribers to ISS Meeting Results Service can access meeting results data for over 50,000 companies in over 115 markets, with full sorting and exporting functionality to perform their own analyses ISS Institutional Shareholder Services 23 of 27

24 LEA 27 DIRECT LISTED EQUITY ACTIVE OWNERSHIP DISCLOSING VOTING ACTIVITIES Institutional investors are increasingly expected to disclose their voting policy and how they have applied it in practice (voting records). To help manage this requirement, ISS offers branded corporate governance and proxy voting disclosure website development and hosting. Through ISS Vote Disclosure Service (VDS), clients can meet their disclosure mandates with portfolio-level voting records that are accessible to clients and other stakeholders. Clients can embed vote results within their current website structure using XML feeds or an iframe option. This allows your stakeholders to easily search and view the voting records disclosed for each security in each portfolio. Premium dashboards provide for dynamic display of proxy voting data via statistical graphics and the opportunity for clients to highlight their governance story. Clients can determine which statistics to display and their preferred order, and drill down into the detailed meeting information for added insight. Websites can also allow for custom disclosure periods, including past meetings or meetings voted in advance of the meeting date, with the ability to search by fund, company, ticker, and meeting date. The key graphical statistics available include: Votes Cast by Proposal Category Alignment with Management Votes Cast by Type Meetings by Type Meetings by Sector Meetings by Market The VDS site is typically used to disclose information publicly, and pages are generally viewable to all visitors of the client site. In general, VDS sites are not password protected. However if password protection is required, clients can have authentication at their corporate site level which will protect unauthorized user access to the VDS site and records ISS Institutional Shareholder Services 24 of 27

25 Inclusion of voting reasoning or rationale is another important area of focus, with the following options available: Client notes only - Client notes will display those notes that the client has entered into ProxyExchange (PX). Research notes only - Research notes will display the ISS research notes. Both client and Research notes - Both client and Research notes will display those notes that the client has entered into PX as well as the ISS research notes. Merged notes - Merged notes will display the client notes, and will only display the ISS research notes if there are no client notes to display. Frequency of updates is typically set to be annually or quarterly. ISS can also accommodate custom disclosure periods, including past meetings and ballots voted in advance of meetings ISS Institutional Shareholder Services 25 of 27

26 FI 05.2 DIRECT FIXED INCOME ESG INFORMATION & PROVIDERS For clients that use ISS Fixed Income Research in your investment decision making (buy/sell/hold) you can check Issuer-level ESG analysis -- ESG research provider. For clients that use ISS-Ethix s Norm-Based Screening for Corporate/Sovereign Bonds in your investment decision making (buy/sell/hold) you can check Issuer-level ESG analysis and Country-level ESG analysis -- ESG research provider ISS Institutional Shareholder Services 26 of 27

27 Conclusion This User Guide is designed to support ISS clients in responding to those PRI Reporting Framework sections which might relate, directly or indirectly, to their use of ISS as a third-party service provider. It is not intended to be prescriptive, but rather clients should adapt their responses according to their own specific organisational context and ultimately each signatory to the PRI Principles must be responsible for their own compliance with their reporting and other obligations under the Principles. ISS provides full support and turnkey solutions to help clients effectively meet the requirements of the PRI Reporting Framework and best practice guidelines for stewardship. ISS solutions are designed to help investors fulfill their stewardship responsibilities with due regard to their clients, beneficiaries and to investee companies. If you have any further questions regarding the ISS and ISS-Ethix services referenced, please contact your ISS account representative. This document and all of the information contained in it, including without limitation all text, data, graphs, charts (collectively, the "Information") is the property of ISS, or in some cases third party suppliers. The Information has not been submitted to, nor received approval from, the U.S. Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies. The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information. ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION. Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits) or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited ISS Institutional Shareholder Services 27 of 27