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

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

3. 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

4. 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50% overall withdrawn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.

5. 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%

6. 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

7. 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

8. 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

9. 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

10. 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
(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

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

12. 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?

13. Peter Chapman, Executive Director