Proxy voting rights in investee companies are the most important right granted to shareholders in order to increase investee companies’ medium to long-term corporate value. Nikko Asset Management (“Nikko AM”) exercises proxy voting rights independently and solely in the interests of our clients and beneficiaries in order to fulfill our fiduciary responsibilities and in accordance with our Stewardship Code.

Nikko AM focuses in particular on the following criteria when exercising voting rights in order to conduct appropriate monitoring of corporate governance at each investee company and to increase shareholder value.

1. Shareholder Return
With regard to the disposition of surplus, Nikko AM places emphasis on ways to provide sufficient returns to shareholders over the medium to long-term and to provide adequate accountability to shareholders, taking into consideration not only total return ratio levels, such as shareholder dividends and stock purchase plans, but also the extent of internal reserves and investment plans based on future business plans.

2. Directors’ Execution and Supervisory Functions
The separation of execution and supervisory functions in management is necessary to realize good corporate governance. A company's board of directors must be appropriate in size and composition so as to ensure that thorough, balanced discussions take place and that appropriate decisions are made. Some of the directors should be independent directors.

3. Executive Compensation System
Nikko AM positively assesses executive compensation systems that offer incentives and increase shareholder value, such as those linked to company performance. At the same time, appropriate levels of compensation in terms of company performance and profit distribution to shareholders should be required while the system itself should ensure sufficient accountability to shareholders.

4. Company Control and Takeover Defenses
Nikko AM is basically opposed to resolutions aimed at maintaining company control or preventing the acquisition of company control. On the other hand, because acquisition proposals that may damage shareholder value cannot be assessed positively, takeover defenses may be assessed positively to the extent that the existence of such acquisition risks are clear and existing shareholder value would not be damaged.

5. Business Restructuring
Nikko AM scrutinizes whether or not the restructuring of business through mergers and acquisitions is the best option for a company from the view point of consistency with its management strategy and enhancement of shareholder value in the medium to long-term. In addition, the valuation of a company's acquisition price must be a fair price calculated by a neutral third party.

6. Capital Policy
Whether or not resolutions on the issuing of company stock are appropriate capital policy should be determined cautiously, taking into account the investee company's management strategy, financial standing and market environment. In particular, Nikko AM does not evaluate such capital increases positively if there is a possibility that they will significantly dilute the equity of existing shareholders and place them in a disadvantageous position overall.

General Provisions

Article 1 - Purpose

The purpose of these Guidelines on Exercising Voting Rights (“Guidelines”) is to set forth the basis for decision-making at Nikko AM when exercising proxy voting rights, to promote the systematic and consistent exercise of voting rights, and assure the faithful execution of Nikko AM's fiduciary responsibilities.

Article 2 - Definitions

  1. In these Guidelines, "voting rights" shall refer to all shareholder rights under the Companies Act, including voting rights.
  2. In these Guidelines, "beneficiary" shall refer to the beneficiaries of managed investment trust funds.
  3. In these Guidelines, "client" shall refer to investment advisory contract clients.
  4. In these Guidelines, "beneficiary (client) interests" shall refer to increases in shareholder value or the prevention of damage to such value.

Article 3 - Basic Policy

  1. When considering how to exercise voting rights for individual stocks, each resolution item shall be carefully examined in accordance with these Guidelines. If a resolution is regarded as being against the interests of the beneficiary or client, Nikko AM shall express its intention to oppose the resolution.
  2. Voting rights shall not be exercised in order to promote the interests of a third party other than the beneficiary or client.
  3. The exercise of voting rights shall be in accordance with the country’s state of affairs. The advice of external experts may be utilized, as necessary.
  4. The advice of an independent third party may be used if there is the possibility of a conflict of interests.

Article 4 - Person with Decision-making Authority

  1. The Stewardship and Proxy Voting Committee shall establish basic provisions for decision-making regarding the exercise of voting rights.
  2. Fund management departments shall be responsible for instructions to exercise voting rights for individual stocks.

Article 5 - Types of Instructions

Instructions to exercise voting rights for each resolution item shall be either instructions to approve or instructions to oppose the item. Blanket discretion must not be awarded.

Article 6 - Requests from Clients

  1. When a client makes a request to disclose the voting outcome and decision-making basis for an individual stock, disclosure shall be made, only in respect of those stocks managed within the client's assets.
  2. When a client provides guidance regarding the exercise of voting rights, these Guidelines shall be presented to the client for discussion.
  3. If a client retains partial authority to issue instructions regarding the exercise of voting rights and issues instructions that in Nikko AM’s view are clearly irrational, Nikko AM shall endeavor to express its opinion to the client.

Article 7 - Handling Sub-advised Funds

  1. Even when the exercise of investment discretion is entrusted to an outside party, in principle Nikko AM shall issue instructions regarding the exercise of voting rights.
  2. Notwithstanding the provisions of the preceding paragraph, if the outside investment manager prefers to cast proxy votes, a different approach may be taken through discussion with the outside manager.

Article 8 - Split Exercise

In principle, split voting instructions shall not be issued. This restriction does not apply to the cases in Paragraph 3 of Article 6, and Paragraph 2 of Article 7.

Article 9 - Screening

  1. Screening criteria shall be established for decision-making when exercising voting rights for individual stocks and the resolution items for each stock shall be carefully examined.
  2. The following items shall be adopted as screening criteria.
    1. Level of ROE and ROA and past fluctuation
    2. Degree of shareholder return
    3. Occurrence of any misconduct
    4. Any adverse opinion from accounting auditors
    5. Any non-public takeover offers

Article 10 - Revision and Abolition

Revision and abolition of these Guidelines shall be determined by resolution of the Stewardship and Proxy Voting Committee.

Detailed Provisions

Article 11 - Shareholder Return

  1. Resolutions on shareholder return, such as dividends, shall be opposed where significant doubts arise when considering the following items.
    1. Total return ratio, such as shareholder dividends, is continually low compared with the average level for listed companies
    2. Total return ratio, such as shareholder dividends, is markedly high compared with the average level for listed companies or the investee company records a net loss and its financial soundness is impacted negatively
    3. Level of current liquidity and shareholder equity ratio when compared with future business plans
    4. Consistency of executive compensation with amount of shareholder return, such as dividends
    5. Any concerns over financial statements or audit procedures
  2. Resolutions that allow the board of directors to dispose of surplus shall be approved if it is determined that the board of directors is highly independent from management execution.

Article 12 - Appointment of Directors and Independent Directors

  1. Resolutions on the appointment of directors shall be opposed where doubts arise when considering the following items.
    1. It is determined that there are personal character issues or other problems that may make the candidate unsuitable as a director
    2. It is determined that the composition of the board of directors will prevent a director from performing at an appropriate capacity
    3. It is determined that an individual has taken action that is inappropriate for a director
    4. It is determined that the director has a poor attendance record at board meetings without reasonable cause
  2. If there is material fault on the part of management, proposals for the reappointment of a current director who is recognized as being associated with such deficiencies shall be opposed. In particular, the following cases shall be monitored carefully.
    1. When an important decision has been made and implemented without shareholder approval
    2. When company resources have not been effectively utilized
  3. Resolutions to reappoint as director an individual who was a director during any periods of time when the company engaged in anti-social activities or other activity that damaged shareholder value, shall in principle, be opposed.
  4. Resolutions to appoint outside directors, shall in principle, be approved, after considering their level of independence. Independence shall, in principle, be defined as the candidate having no relationship with the company other than their appointment as an independent director.
  5. Proposals to appoint directors through cumulative voting shall, in principle, be approved.

Article 13 - Appointment of Statutory Auditors and Outside Statutory Auditors

  1. The provisions of the preceding article shall also apply to proposals for the appointment of statutory auditors (including proposals for filling statutory auditor vacancies). However, if it is determined that a statutory auditor lacks appropriateness for the position, for example. if they have difficulty monitoring and oversee directors from an independent standpoint, the proposal shall, in principle, be opposed.
  2. Appointments of independent auditing officers, shall in principle, be approved. However, the appointment shall be opposed it is determined that they clearly lack independence.

Article 14 - Appointment of Accounting Auditors

  1. Resolutions to appoint accounting auditors, shall in principle, be approved. However, the resolution shall be opposed if doubts arise over the appropriateness of audit implementation or the independence of the auditors.
  2. If an accounting auditor is not to be reappointed because of a conflict with the company regarding its auditing policies, the entire resolution shall be carefully examined.

Article 15 - Executive Compensation

  1. All of the following conditions should be met for resolutions on executive compensation.
    1. Compensation is properly linked to business performance, and the basis for its calculation has been made clear
    2. Compensation is determined by a committee of which the majority of members are independent directors, or executive compensation has been individually disclosed
  2. If there is material fault on the part of management, proposals on executive compensation shall be opposed.

Article 16 - Say on Pay

  • Taking into consideration the conditions set forth below, resolutions on executive compensation shall be approved if it is determined there are no problems.
    1. Correlation between company performance and CEO compensation
    2. Existence of any problematic compensation systems or practices
    3. Dialog and action between the board of directors and shareholders with regard to compensation

    Article 17 - Responsibilities of Officers and Accounting Auditors

    1. Resolutions to increase the responsibilities of directors or accounting auditors, shall in principle, be approved. However, resolutions that will impose an enormous amount of liability for damages from a minor mishap by a director or accounting auditor shall be opposed.
    2. Resolutions to limit or waive the liability of a director or accounting auditor shall, in principle, be opposed. If, however, a rational explanation is presented that shows the proposal is based on the Companies Act or other laws, and it is in the overall best interests of the company, the resolution shall be approved.

    Article 18 - Stock Option Plan

    1. A decision regarding a proposed resolution to grant stock options to directors shall be made taking into consideration the items set forth below in addition to the provisions of Article 15.
      1. Whether the number granted is reasonable
      2. If the strike price comes with a clause on downward revision, whether the basis is reasonable
      3. If stock options are exercised, the degree of dilution of other shareholders' equity
    2. A decision regarding a proposed resolution to grant employee stock options shall be made taking into consideration the scope of the grantees and the items set forth in the preceding paragraph.
    3. A decision regarding a proposed resolution to grant stock options to third parties other than directors and employees shall be made after consideration of the items set forth in Paragraph 1 and below.
      1. Relationship between the grantees and the company
      2. Whether there is a rational explanation for providing stock options if the proposed grant is a substitute for labor or compensation

    Article 19 - Takeover Defenses and Resolutions that Contest Company Control

    1. Resolutions aimed at preventing the acquisition of company control shall be opposed.
    2. Resolutions seeking approval for the granting of stock acquisition rights or the issuance of classified stock in preparation for a possible acquisition ("poison pill") shall, in principle, be opposed. If, however, a clear threat to the company's long-term strategy or efficiency exists, the resolution shall be examined and considered.
    3. Resolutions aimed at opposing an investor who attempts to buy up large numbers of a company's shares and then threatens the company in order to sell his share holdings at a premium ("greenmailer") shall, in principle, be approved ("anti-greenmail" measure). If, however, the primary purpose is to maintain control or otherwise possibly be used to distort management, the resolution shall be opposed.
    4. Resolutions aimed at providing officers with a retirement bonus in anticipation of a hostile acquisition ("golden parachute") shall be examined and considered.
    5. If an enormous premium severance benefit is given to employees in anticipation of an acquisition ("tin parachute"), the resolution to appoint officers shall be examined.

    Article 20 - Restructuring

    1. Resolutions aimed at establishing a holding company shall be approved if the explanation for the establishment of the holding company is rational and clear and will lead to enhanced corporate value.
    2. Mergers and acquisitions shall, in principle, be approved if the calculation basis for the merger ratio or acquisition price is provided by a neutral third party and such calculation is considered to be reasonable. If, however, the merger or acquisition will clearly damage shareholder value, the resolution shall be opposed.
    3. Resolutions aimed at transferring a business or obtaining a business by transfer shall, in principle, be approved if the calculation basis is provided by a neutral third party and is considered to be reasonable. If, however, it is clear that the business transfer will damage shareholder value, the resolution shall be opposed.
    4. Resolutions aimed at exchanging shares or transferring shares shall, in principle, be approved if there is a rational explanation for such reorganization and if the calculation basis for exchange or transfer ratios is provided by a neutral third party. If, however, it is clear that the exchange or transfer of shares will damage shareholder value, the resolution shall be opposed.

    Article 21 - New Stock Issuance

    1. Resolutions on issuing common stock shall be examined and considered. However, the resolution shall be opposed if existing shareholder equity will be significantly diluted or if the receiver of new shares will be given a particularly advantageous issue price.
    2. Resolutions aimed at issuing classes of shares with different voting rights shall be examined and considered. However, the resolution shall be opposed if it may lead to the strengthening of management control.
    3. Resolutions to issue preferred stock and deferred stock shall, in principle, be approved. However, the resolution shall be opposed if existing shareholder equity will be significantly diluted or if the common stock acquisition right mechanism is not rational.

    Article 22 - Other Company Proposals

    1. Resolutions aimed at increasing authorized capital shall be approved if the purpose is rational and clear and will lead to enhanced corporate value.
    2. Resolutions aimed at changing the business year shall, in principle, be approved if they are accompanied by a rational explanation and if they have no effect or only a minor effect on business performance. If, however, the primary purpose is to postpone a regular shareholders meeting, the resolution shall be opposed.
    3. Resolutions to tighten or ease resolution approval requirements shall be opposed unless such action is accompanied by a satisfactory explanation to demonstrate that it is necessary and will not harm shareholder value.

    Article 23 - Shareholder Proposals

    Resolutions proposed by shareholders shall be examined and considered from the standpoint of maximizing shareholder value.

    Supplementary Provisions

    These Guidelines shall take effect on June 22, 2016.

    Revised:

    • June 22, 2016
    • June 26, 2014
    • August 9, 2012
    • April 1, 2012
    • February 7, 2011
    • May 13, 2010
    • May 20, 2009
    • April 17, 2008
    • May 16, 2007
    • June 8, 2006
    • March 3, 2006
    • June 10, 2005
    • January 31, 2005
    • August 16, 2004
    • April 22, 2003

    Established:

    • September 13, 2002 (Effective date: October 1, 2002)