Public companies call upon holders of their securities to vote on a wide range of matters relating to those companies. In most cases, these matters are proposed by management; however, shareholders also make proposals. Some of Sionna’s clients (“Clients”) prefer to exercise their own votes as shareholders. Where Clients have requested that we do so, Sionna takes its responsibility to vote on all matters that have a bearing on company value as part of its fiduciary duty to Clients.
Sionna’s internal proxy voting guidelines have been formulated with the following principles mind:
Sionna uses the services of Glass Lewis & Co. to assist in voting proxies. Glass Lewis keeps Sionna informed of shareholder meeting dates, forwards proxy materials, translates proxy materials printed in a foreign language, provides research on proxy proposals and voting recommendations, and votes proxies in accordance with Sionna’s instructions. Sionna considers the recommendations of Glass Lewis on proxy issues and will usually, but not always, vote in accordance with such recommendations. Sionna is ultimately responsible for all proxy voting decisions.
Sionna reviews Glass Lewis’ Proxy Paper Advice Guidelines. In addition to the Glass Lewis guidelines, we have reviewed proxy-voting guidelines from many other sources including the Pension Investment Association of Canada Corporate Governance Standards, the Portfolio Management Association of Canada - Principles of Corporate Governance, and the Canadian Coalition for Good Governance. We have used these sources as a guide to the current and emerging corporate governance issues, and the standards adopted to deal with them. Our guidelines have been adapted for effective application by Sionna and we believe that they are in line with current best practices.
Sionna’s proxy voting guidelines are not rigid policy positions. Our portfolio managers consider each matter on a case-by-case basis and may vote in a manner different from that contemplated by the Glass Lewis recommendation or our general voting guidelines where we believe it is appropriate in the circumstances. Sionna is committed to resolving all conflicts in the best interests of Clients. Where a conflict of interest arises in a proxy voting matter, Sionna will generally vote in accordance with Sionna’s Proxy Voting Guidelines and Glass Lewis recommendations for the particular issue in question. Additionally, Sionna will ensure that any proxy voting matter that could present a conflict of interest is brought to the attention of the Co-Chief Investment Officer and the Chief Compliance Officer, who will document the matter and consult with outside counsel regarding the appropriate resolution.