The aim of the amended Shareholder Rights Directive 2017/828 (“SRD II”) is to enhance the position of shareholders by increasing transparency in the investment chain and encouraging long-term shareholder engagement between listed companies and shareholders.
Various aspects of SRD II apply to the Management Companies, Alternative Investment Fund Managers, and Investment Firms within GAM Holding AG that manage portfolios and funds, falling under the definition of Asset Manager in SRD II (hereafter referred to as “GAM” or “we”).
Under SRD II, we are required to:
1) Develop and disclose an Engagement Policy that describes how we integrate shareholder engagement in our investment strategy.
2) Disclose, on an annual basis, how the engagement policy has been implemented, including a general description of voting behaviour, an explanation of the most significant votes and the use of the services of proxy advisors. These detailed disclosures are made in our Stewardship Report and our Sustainability Report, which are published annually by May.
Summary disclosures for year ended 31 December 2024 are as follows:
| Company Name | Country | Meeting Date | Proponent | Proposal Text | Vote Instruction | Rationale | Vote Outcome |
|---|---|---|---|---|---|---|---|
| Shell Plc | United Kingdom | 21/05/2024 | Management | Approve Remuneration Report | Against |
The Remuneration Committee applied downward discretion and reduced the overall bonus payout by 4% of salary for both the CEO and CFO to take into consideration the increased number of fatal events recorded in 2023. We also acknowledged the revised approach for assessing safety performance under the annual bonus. Nonetheless, we believe that introducing a more direct link to fatalities under the safety component of the annual bonus would provide a fairer assessment of safety performance. Given the lack of responsiveness to our concerns, we opposed the remuneration report resolution. However, we will continue to engage with the Company on this matter and monitor progress. | Pass |
| AstraZeneca PLC | United Kingdom | 11/04/2024 | Management | Approve Remuneration Policy | For | The Remuneration Committee proposed a significant increase to the max pay opportunity under both the annual bonus and LTIP for the CEO, driving to overall potential quantum to unprecedent levels for the UK market. Acknowledging the competitiveness challenges the Company faces in recruiting key roles as well as the outstanding performance of the CEO, we supported the remuneration policy resolution. | Pass |
| Temenos AG | Switzerland | 07/05/2024 | Management | Amend Articles of Association (Incl. Approval of Virtual-Only or Hybrid Shareholder Meetings) | Against | Among the proposed amendments, the board introduced the possibility to hold virtual-only meetings on a permanent basis. The Company did not specify a time limit for this proposal nor if meetings held in a virtual-only format are limited to specific circumstances. While we noted that alternative meeting formats were not precluded, absent these commitments we consider there is a potential risk for the use of the virtual format to reduce the board’s accountability and challenges from shareholder due to the remoteness of participants. | Fail |
| Al Rajhi Bank | Saudi Arabia | 24/03/2024 | Management | Review and Discuss Financial Statements and Statutory Reports for FY 2023 | Against | At the 2024 AGM we took the decision to escalate our concerns on the lack of female representation on the board of directors by opposing the approval of Financial Reports. While we did not have any concerns with the Company’s accounts and audit procedures, our voting decision was driven by the absence of any commitment or steps to address our concerns coupled with a shareholder meeting agenda with no election of directors’ resolutions. | Pass |
| Beiersdorf AG | Germany | 18/04/2024 | Shareholders | Elect Frederic Pflanz to the Supervisory Board | Against | When forming our voting decision at the 2024 AGM on the election of directors’ resolution, we reached out to the Company to request clarifications on the independence levels of the Remuneration and Audit Committees, which stood below our expectations. While the Company confirmed the appointment of independent director as chair of the Audit Committee following the AGM, our concerns on the Remuneration Committee composition remained not addressed. We therefore decided to oppose the re-election of the chair of the Nomination Committee and continue to engage with the Company on this matter. | Pass |
| SoftwareONE Holding AG | Switzerland | 18/04/2024 | Shareholders | Elect Annabella Bassler, Rene Gilli, Till Spillmann, Daniel von Stockar, Joerg Riboni as Directors | Against | At the 2024 contested meeting, we opposed the founding shareholders’ proposal to appoint six directors and not re-elect three incumbent directors. We disagreed with the believe of core shareholders that the Company's growth prospects would be enhanced in a private setting. | Pass |
| DexCom, Inc. | USA | 22/05/2024 | Shareholders | Report on Political Contributions | For | We consider that more detailed disclosure on the political spending and associated activities would allow a better assessment of the risks related to political spending. We also believe that there is scope for more transparency on policies and procedures employed by the Company in making its third-party political expenditures, as well as the role of the board in approving such policies and procedures. | Pass |
| Regeneron Pharmaceuticals, Inc. | USA | 14/06/2024 | Shareholders | Adopt Simple Majority Vote | For | We supported the shareholder request to adopt a simple majority vote as we do not consider supermajority vote requirements in line with best corporate governance practice. We believe that this provision may permit management to entrench itself by blocking amendments that are in shareholders' best interests and impede shareholders to voice their views on relevant board and corporate transactions impactful for their rights. | Pass |
| Netflix, Inc. | USA | 06/06/2024 | Shareholders | Report on Use of Artificial Intelligence | For | We acknowledge the Company's existing reporting framework, which broadly address some of the Artificial Intelligence (AI) related disclosure. Nonetheless, given this is a rapidly evolving area, the development of a national risk management framework in the US and EU governing AI-related risks, we believe that additional transparency concerning the Company's use of AI within its business operations and the disclosure of ethical guidelines will better support shareholder assessment of the Company’s management of AI-related risks as well as how the Company is using and ensuring the ethical application of AI technologies. | Fail |
| Centene Corporation | USA | 14/05/2024 | Shareholders | Adopt Near and Long-Term Science-Based GHG Emissions Reduction Targets Aligned with Paris Agreement Goal | For | Our support for the shareholder resolution requesting the setting of near- and long-term GHG emission reduction targets in line with the Paris Agreement, was grounded on the believe that additional disclosure on Company's GHG emission reduction targets and climate transition plan would allow a better insight of the company's strategy around the transition to a low-carbon economy and its management of related risks and opportunities. Further, given the proposal regulation in the US, which would require the Company to establish science-based emission reduction targets, inclusive of Scope 3 emissions, we believe that setting GHG emission reduction targets and providing disclosure on the plans to achieve those targets, would help the Company to promptly consider how it would comply with these regulations should they come into effect. | Fail |
| Amazon.com, Inc. | USA | 22/05/2024 | Shareholders | Report on Efforts to Reduce Plastic Use | For | While we acknowledge the Company's current disclosures and initiatives, we believe that further details on the overall baseline amount of plastic used throughout its supply chain, would provide a more comprehensive overview on how the Company is managing risks related to the creation of plastic waste. We considered that additional disclosure would have been beneficial also in light of the regulations limiting the amount of single-use plastic packaging that can be used which are likely to be adopted in a number of jurisdictions. | Fail |
| The Home Depot, Inc. | USA | 16/05/2024 | Shareholders | Disclose a Biodiversity Impact and Dependency Assessment | Against | As we enhanced our scrutiny on how risks related to biodiversity loss are considered and managed by our investees, we closely assessed the shareholder request on the issuance of the assessment on the material impacts that biodiversity risks have on the Company’s business operations and supply chain. While we believe the Company should continue to ensure that it is mitigating the risks associated with biodiversity loss and set more specific objective, we consider it more effective to address our concerns through engagement. Our engagement efforts are also coordinated through Finance Sector Deforestation Action and Nature Action 100, which we are part of. | Fail |
3) Disclose, on an annual basis, how our investment strategy and implementation thereof comply with the arrangements we may have with our institutional investors, whether on a discretionary client-by-client basis or through a relevant GAM fund, and how it contributes to the medium to long-term performance of the assets of the institutional investor or of the fund. These SRD II disclosures for institutional investors in the relevant GAM funds include the following:
1 Key material medium to long-term risks associated with the investments
Please refer to the prospectus of the fund in which you are invested for information on the applicable material risks. The prospectuses are accessible through our fund list.
2 Portfolio composition
Portfolio composition is disclosed within the audited financial statements of each fund which are accessible through our fund list.
3 Turnover
The turnover ratios of our equity funds can be found here.
4 Turnover costs
The transaction costs associated with the turnover of all instruments for each GAM fund is available on www.fundinfo.com described as “EMT ex-post transaction costs” under the MiFID ExPost section of each fund.
5 The use of proxy advisors
The GAM Corporate Governance and Voting Principlesoutlines our corporate governance expectations for companies and approach on key voting issues. We retain the services of a proxy advisor (Institutional Shareholder Services (ISS) until 31st December 2024 and Glass Lewis from 1st January 2025) to assist in implementing and administering proxy voting. ISS provides written analysis for each company resolution based on the GAM Corporate Governance and Voting Principles. In 2024 we also retained Glass Lewis as proxy advisor to provide services on proxy voting research. While we consider proxy advisors voting recommendations in our analysis process, the ultimate voting decision is made by GAM.
6 Securities Lending
GAM has a securities lending programme in place for several funds. When shares are on loan, GAM is contractually unable to exercise voting rights for these shares. Our current policy is only to recall stock for voting in exceptional circumstances if we consider our vote is absolutely critical to safeguard shareholders’ interests. GAM undertakes relatively limited stock lending.
7. Whether and if so, how GAM make investment decisions based on evaluation of medium to long-term performance of the investee company, including nonfinancial performance
Please refer to our Responsible Investment Policy for this information.
8 Conflicts of Interests
How GAM manages conflicts of interest in relation to engagement activities – including making proxy voting decisions – is explained in our Engagement Policy and Stewardship Report.
GAM will take steps in accordance with its Group Conflicts of Interest Policy and Corporate Governance and Voting Policy to advance clients’ best interests in relation to companies in which GAM invests on behalf of clients.
There were no instances in the year ended 31 December 2024 in which a conflict arose that prevented GAM from engaging with a company or making a proxy voting decision on behalf of clients.