NILGOSC believes that, as a responsible investor, it has a legitimate interest in the management and corporate governance of the companies in which it invests and supports the use of voting as a means of expressing concern over environmental, social or governance ESG issues. By exercising its right to vote at company meetings, NILGOSC seeks to improve corporate behaviour and protect shareholder value by maintaining effective shareholder oversight of the directors and company policies, a process on which the current system of corporate governance depends.
NILGOSC expects the companies in which it invests to comply with ESG best practice and has developed a voting policy, which provides a basis for communicating with investee companies and holding directors accountable for the stewardship of the company. This document represents NILGOSC’s view on what it believes are important elements of good corporate governance and the principles which will be used to determine voting decisions on specific issues.
How NILGOSC Votes
NILGOSC will exercise its voting rights, if possible, at all company meetings within its actively managed equity portfolios and will vote against management where there are significant ESG failings.
NILGOSC has appointed Minerva Analytics Ltd as its corporate governance research provider and uses the detailed information and financial analysis provided to make informed voting decisions in line with the NILGOSC voting policies. Minerva casts votes electronically on NILGOSC’s behalf, in accordance with its bespoke voting policies.
For passively managed equities, votes are cast by NILGOSC’s passive fund manager according to its own voting policies. The manager reports to NILGOSC on its voting activities on a quarterly basis.
While shareholder resolutions are rare at Annual General Meetings in Europe, they can provide an important tool for shareholders wishing to exact change at North American companies and are becoming increasingly common at Annual General Meetings in other markets.
Shareholder resolutions are proposed on a range of issues including but not restricted to: shareholders rights; compensation practices; environmental issues; human rights; and animal welfare.
NILGOSC believes that these resolutions should be approached on a case-by-case basis, taking into consideration both whether the resolution is in line with NILGOSC policy and whether it is appropriate to the circumstances at the targeted company. In determining appropriateness, the overriding principle is that NILGOSC will support those proposals which are compatible with NILGOSC policies and are in the best interests of shareholders.