Vinva.com Terms and Conditions Vinva Corporate Governance Policy

INTRODUCTION

We firmly believe the actions of companies and their executives affect the long-term interests and value for shareholders. Voting rights are part of shareholder value and we therefore aim to vote on all resolutions at annual and extraordinary general meetings held by companies in the S&P/ASX300 index.

Our Corporate Governance Policy sets out our position on corporate governance issues such as proxy voting and engagement. Our Policy has been approved by the Vinva Board of Directors and is based on guidelines established by IFSA (now known as the Financial Services Council, FSC).  We also take into account guidelines and standards of groups such as the Australian Council of Superannuation Investors and the Australian Stock Exchange. Our Policy will be reviewed regularly to ensure it remains relevant.

Our Policy is applied on a case-by-case basis taking into account the circumstances of the company.  All voting decisions are made in house by our corporate governance manager in line with this Policy. We believe very strongly that any voting decision must be owned by us.

We receive proxy voting research reports for each meeting from Ownership Matters.  We use this research to assist us in making our decisions, while taking into account any other factors we believe may be relevant.

The implementation of voting is outsourced to ISS/RiskMetrics (via White Outsourcing). Using ISS/RiskMetrics proxy voting solution allows Vinva to control our voting policy and final vote decisions while outsourcing the processing and management parts of the process to a reliable partner.  They receive clients’ proxy ballots, work with custodians, execute votes on clients’ behalf, maintain voting records and provide comprehensive reporting to deliver a complete end-to-end solution.

VOTING ISSUES

Director elections:  We prefer boards to be majority independent with an independent chair.  Audit committees should be fully independent with an independent chair.  Remuneration & Nomination Committees should be majority independent with an independent chair. Executives should not sit on the Remuneration Committee.

Executive remuneration: We will review both short and long term incentives. Remuneration should realistically reflect the responsibilities of executives and be reasonable and comparable with market standards. Schemes should reward superior company performance and be clearly linked to appropriate performance benchmarks.

Non-executive remuneration:  We approve of NEDs being rewarded by way of fees, or shares. NEDs should not participate in schemes designed for the remuneration of executives (or executive directors).

Remuneration reports: We consider a number of factors when making our decision, including (but not limited to) disclosure, structure of incentives, principal elements of service contracts and termination payments and the structure of the remuneration committee

REPORTING

A comprehensive record of voting will be provided on a quarterly and annual basis for pooled fund and individual mandates where we are requested to vote on behalf of clients.  This report includes every resolution voted and records our reasoning for any vote AGAINST management. A more detailed proxy voting report (including analysis and outcomes of voting and any company engagement) will be provided half yearly.  Aggregate voting statistics will be disclosed annually on our website as required by the Financial Services Council.

COMPANY ENGAGEMENT

In addition to voting, Vinva will normally enter into dialogue with a company if we have concerns in relation to corporate governance, environmental and social issues.  Engagement may be in the form of correspondence, phone calls or meetings. 

If you have any questions regarding this Policy or handling of information, please contact us as follows:

Vinva Investment Management Limited
Level 13
10 Bridge Street
Sydney NSW 2000

Tel: +61 2 8298 4700
Fax: +61 2 8298 4777