Religious investor workshop | November 17, 2016 2016 Proxy review Religious investor workshop | November 17, 2016

It can seem complicated… Try to give you a toe hold by looking at some specific votes from last year,

Agenda 2016 voting recap Looking ahead to 2017 Working with your asset manager? Statistics from the Canadian Centre for Policy Alternatives annual review of CEO compensation levels

2016 Vote highlights - Canada 150 CEO pay votes, two defeated Canadian Pacific Railways (50.1%); and Crescent Point Energy (70%) 56 Shareholder Proposals Corporate Governance (80%) Human Rights Climate Change Diversity Political Spending Shareholder proposals 75% MEDAC 50% overall withdrawn 29 voted on Two management support won 98%+ (Suncor and Air Transat --- on compensation disclosure) Bill Davis – called for at least 2 or 5 comp committee members to be not from the same mold.

2016 Shareholder Proposal highlights – Canada Company Topic Result Restaurant Brands International Board diversity 16% (62%) Potash Corporation Human rights assessment – Western Sahara (Sisters of Mercy – 7% previous year) 32% Suncor Disclosure of lobbying policy and payments 40% Report on long term corporate resilience in low carbon future 98% Alimentation Couche-Tard Report on process for assessing operations, products, supply chain human rights risks 7% (42%) Bell Canada Enterprises Two of five compensation committee members to be diverse 3%

2016 Shareholder Proposal highlights – US Major themes Proxy access (average support 48%) Political spending disclosures (average support 26%) Climate change (average support 34%) Religious investors also filing proposal on: Supply chain worker rights Sustainability reporting Renewable energy Health care Average support 30% 61 (7% won majority support) 40% were about ENV and SOC issues Individuals file many proposal, but also religious institutions and their asset managers linked to ICCR

Climate votes: Who were the missing 60%? 98% 98% Suncor 40% BP Shell Rio Tinto Anglo American Glencore Church of England co-filed climate change shareholder proposal at Exxon and previous year at Shell and BP. 2015 UK: Shell and BP management support vote. Result? 97%+ 2016 UK: Rio Tinto, Glencore, AngloAmerican support 2016 US: Exxon and Chevron management oppose? Result? 40% Same proposal, similar shareholders – and missing 60% support Management recommendation sways vote Call for religious shareholders to find out how their managers voted Exxon Chevron

2017 Proxy outlook - US Plans to refile on climate change at Exxon, Chevron and other US companies Continuing calls for including shareholder nominated directors in management proxy (“proxy access”) Political spending transparency But will incoming administration change the rules? Campaign pledge to repeal Dodd-Frank Affect on Canada? Average support 30% 61 (7% won majority support) 40% were about ENV and SOC issues Individuals file many proposal, but also religious institutions and their asset managers linked to ICCR

2017 Proxy outlook - Canada Few social and environmental proposals compared to US Governance proposals will dominate Possible social and environmental themes Diversity and equity Climate change – link to Paris convention Political spending transparency Decent work – ILO conventions FPIC and pipeline construction Average support 30% 61 (7% won majority support) 40% were about ENV and SOC issues Individuals file many proposal, but also religious institutions and their asset managers linked to ICCR

How are your proxies voted? Segregated funds Investor Asset manager/agent Company Shares owned by investor but most often voted by manager Pooled funds Segregated fund – right to direct Ask pooled fund manager to vote for proposals you support (SHARE proxy alerts and shareholder proposal database) Request rationale when manager votes contrary to your policy Receive manager record quarterly Request a copy of manager’s proxy voting guidelines SHARE and other voting guidelines available on internet SHARE proxy alerts and shareholder proposal database www.proxydemocracy.org (advanced disclosers) Ontario Teachers Pension Plan, bcIMC post votes ahead of time Agreement should permit you to direct voting Review service provider voting guidelines. Discuss differences Instruct service provider for important votes (see above) Are you concerned when manager vote differs? Investor Asset manager Company Shares owned by manager; investor owns fund “units” but still exposed to risk

Ask about specific votes: Potash human rights proposal? Restaurant Brands board diversity proposal? Exxon and Chevron climate proposal? Or similar proposals

Ask about voting policy and outcomes Review manager/agent voting policy Examine environmental, social and governance voting guidelines How often are votes cast against corporate management’s recommendation? How often are shareholder proposals supported?

Peter Chapman, Executive Director pchapman@share.ca 604 695 2020 www.share.ca