This voting policy applies to all entities of Carmignac Group (hereafter “Carmignac”). Its effects are permanent and apply to the full range of UCI managed by Carmignac. The voting policy sets out the general principles normally applicable for voting purposes. It also describes the company’s internal organization, in particular with regard to conflicts of interest.
a) Organisation of Carmignac for exercising voting rights
From 2015, Carmignac took the decision to appoint an external service provider to support internal teams, in the voting process coordination. This appointed service provider is one of the world leaders on the market, ISS Governance.
ISS Governance provides support to Carmignac in the operational management of the voting process (monitoring of meetings, automatic processing of voting cards) and above all, ISS Governance brings its expertise in reviewing the proposals submitted to voting by shareholders.
The management team remains the body responsible for deciding how votes are to be casted. Decisions are taken either at management committee meetings, or individually, having regard to the principles set out in this “voting policy” document.
The Middle Office-Assets unit is the body responsible for managing and monitoring resolutions tabled. It supports the management team with a view to facilitating the exercise of votes, their adequate receipt in ISS Governance dedicated systems and by relevant custodians. This team acts as a support for of management team and operationally conducts the voting process:
- Monitoring of alerts related to meetings,
- Returning documents filled in and signed by managers (such as POA)
- Transfer of relevant analysis provided by ISS Governance
- Consolidating voting instruction at a company level and processing of instruction, …
b) Principles of the voting policy
By appointing an external service provider, Carmignac expects to leverage on ISS Governance expertise regarding the analysis performed on submitted resolution during corporate meetings.
Moreover, Carmignac is conscious of economic, social and environmental concerns that issuers will face in the future. This is the reason why Carmignac decided to leverage on the principles set in the « sustainability » policy defined by ISS Governance (attached in appendix I.).
Carmignac also exercises the voting rights attached to the securities held by the UCI it manages on behalf of unit holders and/or shareholders where there is a risk of companies changing their strategy, which may be evidenced by:
- a risk of a change in the majority shareholder;
- a risk of a merger / acquisition;
- a risk of a change in the management team;
- a risk of restructuring, etc.
It is also important to remind that one of Carmignac main objectives is to establish a sustainable relationship with company’s government. As a consequence, Carmignac decides to focus on meetings, where the consolidated position of securities held by the UCI it manages on behalf of unit holders and/or shareholders can be assessed as “significant”.
In addition, Carmignac decides to take part to the vote, when the management team are convinced by the issuer further perspectives and, by way of consequence, the issuer is included in the strategic plan implemented by management team. That’s why Carmignac can also participate in the vote, even if the consolidated position held by companies is not assessed as “significant”.
c) Details of the policy
Carmignac voting policy aims to favor the exclusive interests of UCI unit holders or shareholders. As such, and with regard to voting in companies falling within the scope of the application of this policy, the votes cast by Carmignac will support ISS Governance “Sustainability” voting policy and /or will favor:
- the establishment of a basis for effective corporate governance;
- shareholders’ rights and the main functions of holders of capital;
- fair treatment of shareholders;
- the role of different stakeholders in corporate governance;
- transparency and distribution of information;
- the responsibility of the Board of Directors.
- the development of fair remuneration principles in compliance with companies economic perspectives ("Say on Pay");
- the adherence to relevant norms, standards, and codes of conduct implemented by international organizations on “ESG”.
d) Integration of environmental, social & governance criteria
Carmignac commits to adopt and apply the Principles for Responsible Investment (« PRI ») defined the United Nations. As a consequence, Carmignac ensures that these principles are also taken into account in the voting process.
ISS Governance’s voting policy on Sustainability selected by Carmignac pays special attention to propositions on environmental, social and governance (“ESG”) issues. The relevant voting recommendations aims to ensure standardized reporting by the issuers, to develop adherence of companies to norms, standards, and codes of conduct implemented by international organizations and to promote the disclosure and transparency of companies. Furthermore, the voting recommendations defined by ISS and submitted to Carmignac have the following objectives:
- Greater disclosure of corporate environmental policies including climate change and greenhouse gas or toxic emissions;
- Greater transparency of social policies concerning workplace discrimination, corporate board diversification, human rights, and adherence to norms, standards, and codes of conduct; and
- Detailed reporting on sustainable business practices including recycling, subcontracting and sustainable exploration of raw materials (wood and water), preservation of protected areas, renewable energy, and incorporation of sustainability-related performance metrics into the performance and compensation of senior management.
Please note that the analysis provided by ISS Governance are part of the « norm-based screening » tool developed by ISS-Ethix, which allows the assessment of adherence by companies to international norms on:
- environnemental protection,
- human rights,
- labour standards,
e) Conflicts of interest and free exercise of voting rights
Carmignac has adopted a conflict of interest management policy in order to identify, prevent and manage conflicts of interest, within each legal entity.
f) Method of Exercising Voting Rights
By appointing an external service provider, ISS Governance, Carmignac selected one of the market leaders in the management of vote instruction through dedicated electronic platforms.
By consequence, voting rights are in priority exercised through ISS Governance voting electronic platforms.
An annual report summarizing the exercise of voting rights over the past year is available on our website (here).