Policy on Exercising Voting Rights

The exercise of shareholders’ and creditors’ rights by the management company Universal-Investment-Luxembourg S.A. (hereinafter “UI-Luxembourg”) is part of the proper management of investment funds. By exercising voting rights, UI-Luxembourg can have an influence on companies and thereby positively influence the company’s increase in value sustainably and for the long-term. The decisive factor in the exercise or non-exercise of voting rights is first and foremost the interests of the investor. At the same time, the decisions are made independent of the interests of third parties while preserving the integrity of the market.

UI-Luxembourg checks whether and how voting rights should be exercised on a case by case basis, taking into consideration the costs.

This policy on exercising voting rights clearly defines the position of UI-Luxembourg in relation to a range of questions affecting companies in which the investment funds it manages hold stakes. This policy on exercising voting rights should be seen as a guide; no potential voting scenarios are portrayed.

Guidelines for Exercising Voting Rights

The following principles clearly define voting behaviour by UI-Luxembourg, each on the basis of information available to UI-Luxembourg:

Auditors: If the company appoints an external auditor it should be ensured that they are independent, that the remuneration is appropriate and transparent and that the appointment is for no longer than five years.
 If the auditor is also active as an advisor to the company, the advisory fees should not be disproportionately higher than the costs of the audit and must be reported separately.

Management Board / Executive Board & Supervisory Board: UI-Luxembourg attaches great importance to the clear definition and separation of responsibilities in the appointment of a company’s management board/executive board and the supervisory board/board of directors. The holding of several strategic positions by one person (e.g. Chief Executive and Chairman) is viewed with criticism. Furthermore, an appropriate level of diversity and qualification must be taken into account. In the event of possible conflicts of interests or justifiable doubts about qualification, UI-Luxembourg reserves the right to vote against the appointment of a new member of the management board/executive board or supervisory board. A direct transition of management board/executive board members to the supervisory board without a “cooling-off phase” is viewed by UI-Luxembourg with criticism. The remuneration of the management board/executive board and the supervisory board/board of directors and severance payments of any kind should be in line with performance, proportionate, transparent and appropriate to the long-term success of the company. The remuneration structure should prevent the management board/executive board and the supervisory board/board of directors being misled into taking unreasonable risks.

Management Report: The company’s management or annual report should be published regularly and be transparent, in order to offer shareholders an overview of the financial situation of the company.

Capital Measures: A capital increase by a company is regarded as positive:

  • if it serves to increase the earnings opportunities of the company clearly and in the long-term
  • if it is done by means of subscription rights and
  • amounts to a maximum of 50% of the share capital in circulation.

In the event of a repurchase of shares, the principle of equal treatment should apply; special advantages for individual shareholders are viewed with criticism. The price of a share should not exceed the market price by 10%.

Appropriation of Profits: A dividend payout should be reasonable and correspond to the financial results of the company. A payout of dividends from capital can be agreed to under certain conditions.

Mergers and Acquisitions: In the event of mergers and acquisitions the purchase price offered should correspond to the sustainable company value.

Shareholder Rights: Each individual voting share should incorporate an equal voting right in principle (“One Share – One Vote” principle).

Corporate Governance Code and Best Practice: Corporate governance issues, which are not mentioned expressly in the above points, should be checked and rated with reference to standard market best practice (e.g. OECD principles). The company should have formulated a diversity policy and report regularly on its progress.

Review

This policy is reviewed and published by UI Luxembourg at regular intervals.