NEST. All Votes. 01/10/2015 to 31/12/2015

Transcription

1 NEST All s 01/10/2015 to 31/12/2015

2 NEST All s Report Summary Report Date range covered: 10/01/2015 to 12/31/2015 Cardinal Health, Inc. Meeting Date: 11/04/2015 Country: USA Meeting Type: Annual Ticker: CAH Primary ISIN: US14149Y1082 Primary SEDOL: Text 1.1 Elect Director David J. Anderson 1.2 Elect Director Colleen F. Arnold 1.3 Elect Director George S. Barrett r Rationale: <p>the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.</p> 1.4 Elect Director Carrie S. Cox 1.5 Elect Director Calvin Darden 1.6 Elect Director Bruce L. Downey 1.7 Elect Director Patricia A. Hemingway Hall 1.8 Elect Director Clayton M. Jones 1.9 Elect Director Gregory B. Kenny r Rationale: <p>the board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.</p> 1.10 Elect Director Nancy Killefer 1.11 Elect Director David P. King 2 Ratify Ernst & Young LLP as Auditors 3 Advisory to Ratify Named Executive Officers' Compensation r Rationale: <p>a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p> CSL Ltd. Meeting Date: 10/15/2015 Country: Australia Meeting Type: Annual Ticker: CSL Primary ISIN: AU000000CSL8 Primary SEDOL: Page 1 of 3

3 NEST All s Report Summary Report Date range covered: 10/01/2015 to 12/31/2015 CSL Ltd. Text 2a Elect David Anstice as Director 2b Elect Maurice Renshaw as Director 3 Approve the Remuneration Report 4 Approve the Grant of Performance Options and Performance Rights to Paul Perreault Managing Director and Chief Executive Officer of the Company 5 Approve the Renewal of the Proportional Takeover Provisions MEDNAX, Inc. Meeting Date: 11/03/2015 Country: USA Meeting Type: Special Ticker: MD Primary ISIN: US58502B1061 Primary SEDOL: Text 1 Amend Nonqualified Employee Stock Purchase Plan 2 Approve Nonqualified Stock Purchase Plan Towers Watson & Co. Meeting Date: 12/11/2015 Country: USA Meeting Type: Special Ticker: TW Primary ISIN: US Primary SEDOL: B5VW407 Text 1 Approve Merger Agreement r Rationale: While there might be some short term benefits with the proposed deal. it is not entirely clear how the proposed transaction is a better option to long-term shareholders compared to the continuation of Towers Watson as a standalone business. Page 2 of 3

4 NEST All s Report Summary Report Date range covered: 10/01/2015 to 12/31/2015 Towers Watson & Co. Text 2 Advisory on Golden Parachutes r Rationale: The total value of the payment is unsupportable. It shifts excessive value from shareholders to outgoing executives and creates potentially perverse incentives. 3 Adjourn Meeting r Rationale: While there might be some short term benefits with the proposed deal. it is not entirely clear how the proposed transaction is a better option to long-term shareholders compared to the continuation of Towers Watson as a standalone business. Page 3 of 3

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