OLD MUTUAL INVESTMENT GROUP RESPONSIBLE OWNERSHIP GUIDELINES

RESPONSIBLE INVESTMENT POSITIVE FUTURES OLD MUTUAL INVESTMENT GROUP RESPONSIBLE OWNERSHIP GUIDELINES First published: JULY 2012 Latest update: JANUARY 2016 1

TABLE OF CONTENTS 1. INTRODUCTION 1 2. OLD MUTUAL INVESTMENT GROUP S APPROACH TO RESPONSIBLE OWNERSHIP 1 2.1 Introduction 1 2.2 Governance of responsible ownership practices 2 2.3 Listed-equity proxy voting and scrip lending 2 2.4 Approach to management engagement and collaboration 2 2.5 Promoting and protecting shareholder rights 2 2.6 Conflicts of interest 3 2.7 Disclosure and transparency 3 3. OLD MUTUAL INVESTMENT GROUP S EXPECTATIONS OF THE GOVERNANCE PRACTICES OF INVESTEE COMPANIES 3 3.1 Introduction 3 3.2 Company internal controls and risk management 3 3.2.1 Processes 3 3.2.2 Review and evaluation 4 3.2.3 Board statement 4 3.3 Relationship with shareholders 4 3.3.1 Communication and disclosure 4 3.3.2 Consistent treatment within classes 4 3.4 Institutional shareholders 4 3.4.1 Dialogue 4 3.4.2 Evaluation of governance disclosures 5 3.4.3 Stakeholder obligations 5 3.4.4 Transformation 5 3.4.5 Social, ethical, safety, health and environmental issues 6 3.4.6 HIV/AIDS 6 3.4.7 Black economic empowerment 6 3.4.8 HR retention and development 6

1. INTRODUCTION These Responsible Ownership Guidelines (Guidelines) set out the Old Mutual Investment Group s approach to responsible ownership. The Guidelines build on the responsible ownership aspects of the Old Mutual Responsible Investment Guidelines, which state: Old Mutual Investment Group takes its responsibility as a shareholder seriously; as a result, we aim to ensure that the management teams of investee companies are accountable for company performance and conduct. We will act as a responsible steward of assets on behalf of our policy holders, clients and shareholders by: maintaining a copy of our Listed-Equity Proxy Voting Policy on our website; voting all proxies in a manner consistent with our Proxy Voting Policy and specific client guidelines; publishing the votes on our website; working with other co-investors regarding material environment, social and governance (ESG) issues at investee companies, being mindful of acting in concert; and reviewing and updating our proxy voting policy annually as required. Further to this, we will manage potential conflicts of interests through our existing conflict of interest management processes. Old Mutual Investment Group s Responsible Investment and Responsible Ownership guidelines and Proxy Voting Policy are reviewed and, if needed, updated annually, and are publically available on www.oldmutalinvest.com. These Guidelines are applicable across all of Old Mutual Investment Group s investment boutiques, recognising: The unique value proposition of each boutique, the different asset classes and the independent nature of their investment styles. The mandated responsibility of the boutiques to pursue superior risk-adjusted returns on behalf of their clients. The document is structured as follows: Section 2: Presents an overview of Old Mutual Investment Group s approach to responsible ownership Section 3: Old Mutual Investment Group s expectations of the governance practices of investee companies 2. OLD MUTUAL INVESTMENT GROUP S APPROACH TO RESPONSIBLE OWNERSHIP 2.1 INTRODUCTION As a responsible investment manager, Old Mutual Investment Group s primary aim is to ensure the achievement of superior risk-adjusted returns in line with our client mandates. We recognise that confidence in the integrity and quality of management is essential to long-term value creation and investor confidence. Old Mutual Investment Group aims to contribute to investment performance by supporting the application of the highest standards of corporate governance in the investments we make on behalf of our clients. Our approach to responsible ownership practices draws on aspects of the King III Code on Corporate Governance; the governance provisions in the South African Companies Act 71 of 2008; the listing requirements of the JSE, and the Code for Responsible Investment South Africa (CRISA); as well as international guidelines such as the OECD Corporate Governance Principles (2004); the ICGN Statement on Global Corporate Governance Principles (2005); and the Association of British Insurers Guidelines, the the United Nations-supported Principles for Responsible Investing (PRI). 1

2.2 GOVERNANCE OF RESPONSIBLE OWNERSHIP PRACTICES Old Mutual Investment Group s responsible ownership practices are given effect through Old Mutual Investment Group s Responsible Investment Team, which consists of five members, namely, the Head of Responsible Investment, an ESG Analyst/Programme Manager, an ESG Engagement Manager, an ESG Research and Systems Analyst, and a Marketing and Communications Specialist. The Team is formally mandated to co-ordinate the Group s approach to responsible investment and supports Old Mutual Investment Group s boutiques in their responsible ownership practices. In order to ensure that these Guidelines are given effect across the organisation, and to ensure continuous improvement, we undertake an internal annual review of the application of the proxy voting process and policy. 2.3 LISTED-EQUITY PROXY VOTING AND SCRIP LENDING Old Mutual Investment Group commits to vote on all listed-equity shares. Our proxy voting is guided by our Proxy Voting Policy which is publically available online, along with our proxy voting records. Old Mutual Investment Group understands that scrip lending is an important feature of the market and that it has the potential to improve market liquidity, reduce trading risks and provide an additional return to its clients. We also note that scrip lending can increase share price volatility, and that speculation and can distort the outcome of shareholder votes. As a result, Old Mutual Investment Group will work towards the application of the International Corporate Governance Network Securities Lending Code of Best Practice. The key elements of this code of best practice include: ensuring that we retain the right to recall script for voting purposes; guidance on when script will be recalled for voting purposes; recalling scrip to vote on material issues; and ensuring transparency in scrip-lending practices and in providing disclosure to clients. 2.4 PROMOTING AND PROTECTING SHAREHOLDER RIGHTS Old Mutual Investment Group s investment teams meet regularly with company management on operational and company-specific issues, as well as on issues related to governance performance. Old Mutual Investment Group prefers not to take a public route when seeking change at companies. Our preference is to constructively engage with Boards and management in a non-public manner to achieve positive change. However, where no progress is made over an extended time period, Old Mutual Investment Group may, as a last resort, use the press and other public forums to drive change. We will normally notify a company in advance of briefing the media before taking this approach. Where we believe it will be in the best interests of our clients, and where we have exhausted our engagement with management, we will seek out opportunities to collaborate with co-investors on material issues as a means to drive change. Where such collaborative efforts are undertaken, we will ensure that conflicts of interest and issues relating to acting in concert are appropriately addressed. Old Mutual Investment Group s approach to engagement and collaboration is overseen by the Responsible Ownership Working Group in order to ensure a consistent approach. 2.5 PROMOTING AND PROTECTING SHAREHOLDER RIGHTS Old Mutual Investment Group will seek out opportunities to promote and protect shareholder rights through the participation and development of policy, regulation, and standards governing our investments. 2

2.6 CONFLICTS OF INTEREST Old Mutual Investment Group is mindful that conflicts of interests may occur in the course of our work. We define a conflict of interest as follows: A conflict of interest arises when an actual or a potential interest may influence you to not act fairly, independently and objectively towards your customer. Old Mutual Investment Group has implemented a Conflict of Interest Management Policy, which is publically available on www.oldmutualinvest.com. The purpose of the Policy is to set out the parameters for managing any conflicts of interest that may arise in the rendering of financial services to customers. The Policy is applicable to all of Old Mutual Investment Group and all of its employees, and is reviewed annually, or as and when a need arises. The Policy was approved by Old Mutual Investment Group s Board of Directors, and any major amendments will require Board approval. In addition, the Policy is compliant with the requirements of the Financial Advisory and Intermediary Services Act (FAIS). Conflicts of interest manifest in a number of ways in the asset management industry. Once a conflict is identified, we either avoid such conflicts or mitigate it. We have identified key conflicts within our business, which we monitor in a number of ways. These include: A Personal Account Trading Policy is in place and processes are set to monitor such activity and mitigate the conflict. A Giving and Receiving Gifts and Benefits Policy governs the giving and receipt of gifts, along with a gift register. In addition, we have implemented a conflict of interest disclosure requirement in a number of our committees and processes as well as a Conflict of Interest register. Lastly, the Conflict of Interest Management Policy forms part of the Old Mutual Investment Group Code of Conduct, which is contained in employment contracts and is re-accepted annually by all employees. 2.7 DISCLOSURE AND TRANSPARENCY These Guidelines are available on our website, along with our Responsible Investment Guidelines, the Proxy Voting Policy and our CRISA Disclosure. This disclosure on Old Mutual Investment Group s responsible ownership practices is done on an annual basis, and forms part of Old Mutual Group s Annual Report. 3. OLD MUTUAL INVESTMENT GROUP S EXPECTATIONS OF THE GOVERNANCE PRACTICES OF INVESTEE COMPANIES 3.1 INTRODUCTION This section provides an overview of Old Mutual Investment Group s expectations of the governance practices of investee companies. By addressing these issues, Old Mutual Investment Group aims to gain a better understanding of the risk culture of the organisation and the quality of its governance practices. Old Mutual Investment Group will use these positioning statements as a means of guiding our engagement with the management of investee companies regarding their governance practices. 3.2 COMPANY INTERNAL CONTROLS AND RISK MANAGEMENT 3.2.1 Processes The Board of a company should maintain a sound system of internal control to safeguard shareholders investments, the concerns of key stakeholders and the company s assets. Line management must be responsible for designing, implementing and monitoring the process of risk management on a daily basis. The internal audit function assesses the adequacy and effectiveness of line management s process and must report accordingly, which shall include suggestions for corrective action where necessary. 3

3.2.2 Review and evaluation The Board should, at least annually, conduct a review of the effectiveness of the company s system of internal controls and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls and risk management systems. 3.2.3 Board statement The Board should present their internal control process to shareholders and furnish a statement regarding the results of their review of the company s system of internal controls. 3.3 RELATIONSHIP WITH SHAREHOLDERS 3.3.1 Communication and disclosure It is a company s Board that is responsible for reporting on significant and relevant matters in a balanced and understandable manner. Directors reports should be transparent, reflect accountability, and be objective and transparent. Directors reports should contain a balance between positive and negative reporting of results to ensure a full, fair and honest account of a company s performance. More specifically, directors reports should contain the following: the directors responsibility to report fairly; an auditor s report on the financial statements of a company; a statement that adequate accounting records are kept, that there is an appropriate internal control procedure, and that a risk management strategy is in place and operational; a statement that consistent and appropriate accounting policies are in place and that prudent judgements have been applied; a statement that accounting standards were followed and, where applicable, departures from these standards must be quantified and explained; a statement that there is no reason to believe that a company will not be a going concern in the year ahead; a statement that a code of corporate governance and conduct is followed; and a statement regarding the manner in which the key material non-financial risks and opportunities have been assessed and integrated into the business strategy and performance management. The company must ensure that there is a fair publication of information from the company in order to keep instances of uneven disclosures of material information to a minimum. 3.3.2 Consistent treatment within classes The principles of communication and disclosure must apply equally to shareholders within the same class of shareholding. 3.4 INSTITUTIONAL SHAREHOLDERS 3.4.1 Dialogue The Board of a company has the responsibility to ensure that a satisfactory dialogue with shareholders takes place, based on the mutual understanding of objectives. While recognising that most shareholder contact is with the Chief Executive Officer (CEO) and Financial Director (FD), the Chairperson (and the senior independent director and other directors as appropriate) should maintain sufficient contact with major shareholders to understand their issues and concerns. The CEO or FD should ensure that the views of shareholders are communicated to the Board. The Chairperson should be willing to discuss governance and strategy with shareholders. Non-executive directors should be offered the opportunity to attend meetings with major shareholders and should be expect to attend them if requested by major shareholders. 4

The senior independent director should attend sufficient meetings with a range of major shareholders to listen to their views in order to help develop a balanced understanding of the issues and concerns of major shareholders. The Board should state in the annual report the steps they have taken to ensure that the members of the Board, and in particular the non-executive directors, develop an understanding of the views of major shareholders about their company, for example through direct face-to-face contact, analyst or broker briefings and surveys of shareholder opinion. The Board should use the annual general meeting (AGM) to communicate with investors and to encourage their participation. The company should count all proxy votes and should indicate the level of proxies lodged on each resolution, and the balance for and against the resolution and the number of abstentions after it has been dealt with by means of a poll. The company should ensure that votes cast are properly received and recorded. Old Mutual Investment Group should request voting by poll where it is of the opinion that to do so would be in its clients best interests. The company should propose a separate resolution at the AGM on each substantially separate issue and should in particular propose a resolution at the AGM relating to the report and accounts. The Chairperson should arrange for the chairpersons of the Audit, Remuneration and Nomination committees to be available to answer questions at the AGM and for all directors to attend. The company should arrange for the Notice of the AGM and related papers to be sent to shareholders at least 21 days before the meeting. 3.4.2 Evaluation of governance disclosures When evaluating companies governance arrangements, particularly those relating to Board structure and composition, Old Mutual Investment Group gives due weight to all relevant factors drawn to its attention. Old Mutual Investment Group will carefully consider explanations given for departure from a company s code of corporate governance and makes reasoned judgements in each case. Old Mutual Investment Group will give an explanation to the company, in writing where appropriate, and be prepared to enter into a dialogue if they do not agree with the company s position. Old Mutual Investment Group will avoid a box-ticking approach to assessing a company s corporate governance and will consider the substance and application corporate governance practices Old Mutual Investment Group bears in mind, in particular, the size and complexity of the company and the nature of the risks and challenges it faces. 3.4.3 Stakeholder obligations Reporting to stakeholders requires an integrated approach whereby issues are categorised at various reporting levels, namely, matters that arise from a company s reporting to stakeholders, the implementation of practices and the steps taken to implement changes, and a demonstration of the benefits of changes made. A company s Board should guide and approve the necessary stakeholder policy, strategy and structure, including the establishment of adequate and effective systems of internal control. The company secretary should provide the company s directors with guidance as to its obligations to stakeholders. Non-financial information should be represented as reliable, relevant, clear and unambiguous, verifiable and comparable over time. Guidelines for materiality should be developed to ensure consistent reporting. Old Mutual Investment Group supports the application of the Global Reporting Initiative (GRI) framework for non-financial disclosure. 3.4.4 Transformation A company should have in place specific policies and procedures that encourage a diversified workforce at all levels within the organisation. Specifically, a company should make a commitment to the principles contained in the Employment Equity Act and those principles should be regularly enforced throughout the organisation. Progress on transformation should be reported regularly to all stakeholders and also included in the company s annual report. The disclosure should be on the basis of a balanced score card in line with conditions stipulated in the Employment Equity Act. 5

3.4.5 Social, ethical, safety, health and environmental issues A company should demonstrate how it has integrated material social, environmental, safety and health risks and opportunities into its approach to business strategy and performance management. Public disclosure must be made on an annual basis regarding progress and performance with regard to material sustainability issues. This may be in the form of a stand-alone sustainability report or by way of the company s integrated annual report. Old Mutual Investment Group supports companies making use of third-party auditors to provide assurance on key sustainability performance metrics. With regard to this, Old Mutual Investment Group supports the use of the GRI reporting standards for disclosure purposes. A company should commit to a social investment outreach programme and ensure that it is supported, both financially and by employee involvement. A code of ethics should be developed to guide a company s relationship with its stakeholders; commitment to the code should be indicated by the development of procedures to implement, monitor and enforce the code of ethics at a high level, by assessing a candidate s integrity when promoting, and by conducting training on a company s ethical values. Directors reports should include references to this commitment. A company s relationship with other entities with a lower ethical commitment should be re-evaluated. A company should commit to enforcing South African occupational health and safety legislation, which prescribes that employers must provide and maintain a safe and healthy, low-risk working environment. In terms of environmental legislation, there is a duty on a company and its Board to not engage in business practices that result in significant pollution and/or environmental degradation. A company should show this commitment in its financial reporting, as well as ensure that it enters into business relationships with other entities that uphold this commitment. 3.4.6 HIV/AIDS In terms of the Employment Equity Act, every company must have an HIV/AIDS policy and an implementation programme. A company s Board should adopt the appropriate strategy, plan and policies to address and manage the potential impact of HIV/AIDS on the company and its employees. Furthermore, performance should be regularly measured using established indicators and progress should be reported to stakeholders. 3.4.7 Broad-based black economic empowerment A company should commit to ensuring that it makes a significant contribution to broad-based black economic empowerment (BBBEE) and that it adopts initiatives that will advance historically disadvantaged people on a large scale. A company should integrate its BBEEE strategy with its overall strategy for the organisation. 3.4.8 HR retention and development A company should implement a programme of human capital development by monitoring and addressing the number of staff within the organisation, the progression towards employment equity targets, the provision of training that will increase employees competency and also providing opportunities for women, previously disadvantaged and disabled individuals. These Responsible Ownership Guidelines, along with Old Mutual Investment Group s Responsible Investment Guidelines, Proxy Voting Policy and CRISA Disclosure, are available on www.oldmutualinvest.com. Old Mutual Investment Group (Pty) Limited (FSP 604) and Old Mutual Customised Solutions (FSP721) are a licensed financial services providers, approved by the Registrar of Financial Services Providers (www.fsb.co.za) to provide intermediary services and advice in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. Old Mutual Investment Group and Old Mutual Customised Solutions (Reg No 200/028675/07 are wholly owned subsidiaries of Old Mutual (Emerging Markets) Limited. Old Mutual Investment Group (Pty) Limited (FSP 604) and Old Mutual Customised Solutions (FSP721) are a licensed financial services providers, approved by the Registrar of Financial Services Providers (www.fsb.co.za) to provide intermediary services and advice in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. Old Mutual Investment Group (Reg No 1993/003023/07) and Old Mutual Customised Solutions (Reg No 200/028675/07 are wholly owned subsidiaries of Old Mutual (Emerging Markets) Limited. The following entities are licensed Financial Services Providers (FSPs) within Old Mutual Investment Group (Pty) Ltd Holdings approved by the Registrar of Financial Services Providers (www.fsb.co.za) to provide advisory and/or intermediary services in terms of the Financial Advisory and Intermediary Services Act 37 of 2002. These entities are wholly owned subsidiaries of Old Mutual Investment Group Holdings (Pty) Ltd and are members of the Old Mutual Investment Group. Old Mutual Investment Group (Pty) Ltd (Reg No 1993/003023/07), FSP No:604. Old Mutual Customised Solutions (Pty) Ltd (Reg No 200/028675/07, FSP No:721. Old Mutual Alternative Investments (Pty) Ltd (Reg No 2013/113833/07), FSP No:45255. African Infrastructure Investment Managers (Pty) Ltd (Reg No 2005/028675/07), FSP No:4307. Futuregrowth Asset Management (Pty) Ltd (Reg No 1996/18222/07), FSP No:520. Marriott Asset Management (Reg No 1987/03316/07), FSP No: 592. Old Mutual Property (Pty) Ltd (Reg No 1996/011259/07), FSP No: 817.