Knight Frank Staff Pension Fund
Engagement Policy Implementation Statement for theyear ending 31 December 2021
Introduction
The Trustee Directors (the “Directors”) of the Knight Frank Staff Pension Fund (the “Fund”) havea fiduciary duty to consider their approach to the stewardship of the investments, to maximise
financial returns for the benefit of members and beneficiaries over the long term. The Directors
can promote an investment’s long-term success through monitoring, engagement and/or voting,either directly or through their investment managers.
This statement sets out how, and the extent to which, in the opinion of the Directors, the policies(set out in the Statement of Investment Principles) on the exercise of rights (including voting
rights) attaching to the investments, and engagement activities have been followed during theyear ending 31 December 2021. This statement also describes the voting behaviour by, or on
behalf of, the Directors.
The Directors, in conjunction with their investment consultant, appoint their investment
managers and choose the specific pooled funds to use in order to meet specific policies. They
expect that their investment managers make decisions based on assessments about thefinancial characteristics of underlying investments (including environmental, social andgovernance (ESG) factors), and that they engage with issuers of debt or equity to improve theirperformance (and thereby the Fund’s performance) over an appropriate time horizon.
The Directors have decided not to take non-financial matters into account when considering
their policy objectives.
Stewardship - monitoring and engagement
The Directors recognise that investment managers’ ability to influence the companies in which
they invest will depend on the nature of the investment.
The Directors’ policy is to delegate responsibility for the exercising of rights (including voting
rights) attaching to investments to the investment managers and to encourage the managers to
exercise those rights.
The Directors also delegate responsibility for engaging and monitoring investee companies tothe investment managers and expect the investment managers to use their discretion to
maximise financial returns for members and others over the long term.
As all of the investments are held in pooled vehicles, the Directors do not envisage being
directly involved with peer to peer engagement in investee companies.

1Engagement Policy Implementation Statement for the year ending 31 December 2021

Investment manager engagement policies
The Fund’s investment managers are expected to have developed and publicly disclosed an
engagement policy. This policy, amongst other things, provides the Directors with information on
how each investment manager engages in dialogue with the companies it invests in and how it
exercises voting rights. It also provides details on the investment approach taken by theinvestment manager when considering relevant factors of the investee companies, such as
strategy, financial and non-financial performance and risk, and applicable social, environmental
and corporate governance aspects.
Links to each investment manager’s engagement policy or suitable alternative is provided in the
Appendix.
These policies are publicly available on each investment manager’s website.
The latest available information provided by the investment managers (with mandates that
contain equities) is as follows:
Engagement

LGIM UK Equity Index

LGIM North America
Equity Index

LGIM North America
Equity Index - GBP
HedgedPeriod01/01/2021-31/12/2021

01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of companies engaged
with over the year

175

124

130

Number of engagements over
the year

280

186

196

Top two engagement topics

Remuneration
Climate Change

Climate Change
Climate Impact Pledge

Climate Change
Climate Impact Pledge

Most significant company
engagement over the year

See appendix

See appendix

See appendix

Engagement

LGIM Europe (ex UK)
Equity Index

LGIM Europe (ex UK)
Equity Index - GBP
HedgedLGIM Japan Equity
Index

Period01/01/2021-31/12/2021

01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of companies engaged
with over the year

44

54

112

Number of engagements over
the year

66

90

134

Top two engagement topics

Remuneration
Climate Change

Remuneration
Climate Change

Company Disclosure &Transparency
LGIM ESG Score

Most significant company
engagement over the year

See appendix

See appendix

See appendix

Engagement

LGIM Japan Equity
Index - GBP Hedged

LGIM Asia Pac (exJapan) Equity Index

LGIM Asia Pac (exJapan) Equity Index GBP Hedged

Period01/01/2021-31/12/2021

01/01/2021-31/12/2021

01/01/2021-31/12/2021
2

Engagement Policy Implementation Statement for the year ending 31 December 2021
Number of companies engaged
with over the year

112

33

33

Number of engagements over
the year

134

40

40

Top two engagement topics

Company Disclosure &Transparency
LGIM ESG Score

Company Disclosure &Transparency
LGIM ESG Score

Company Disclosure &Transparency
LGIM ESG Score

Most significant company
engagement over the year

See appendix

See appendix

See appendix

Engagement

LGIM Emerging Market
Equity Index

Ruffer Absolute Return
Fund

Period01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of companies engaged
with over the year

87

24

Number of engagements over
the year

144

25

Top two engagement topics

Company Disclosure &Transparency
LGIM ESG Score

Climate Change
Board Structure

Most significant company
engagement over the year

See appendix

Arcelor Mittal

Exercising rights and responsibilities
The Directors recognise that different investment managers should not be expected to exercise
stewardship in an identical way, or to the same intensity.
The investment managers are expected to disclose annually a general description of their voting
behaviour, an explanation of the most significant votes cast and to report on the use of proxyvoting advisers. The investment managers publish online the overall voting records of the firmon a regular basis.
All the investment managers use proxy advisers for the purposes of providing research, advice
or voting recommendations that relate to the exercise of voting rights.
The Directors do not carry out a detailed review of the votes cast by or on behalf of theirinvestment managers but rely on the requirement for their investment managers to provide ahigh-level analysis of their voting behaviour.
The Directors consider the proportion of votes cast, and the proportion of votes against
management to be an important (but not the only) consideration of investor behaviour.

3

Engagement Policy Implementation Statement for the year ending 31 December 2021

The latest available information provided by the investment managers are as follows:

Voting behaviour

LGIM UK Equity Index

LGIM North America
Equity Index

LGIM North America
Equity Index - GBP
HedgedPeriod01/01/2021-31/12/2021

01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of meetings eligible tovote at

707

638

638

Number of resolutions eligible
to vote on

9,923

7,846

7,846

Proportion of votes cast

100.0%

99.7%

99.7%

Proportion of votes for
management

92.8%

71.0%

71.0%

Proportion of votes against
management

7.2%

29.0%

29.0%

Proportion of resolutions
abstained from voting on

0.0%

0.1%

0.1%

Voting behaviour

LGIM Europe (ex UK)
Equity Index

LGIM Europe (ex UK)
Equity Index - GBP
HedgedLGIM Japan Equity
Index

Period01/01/2021-31/12/2021

01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of meetings eligible tovote at

463

463

442

Number of resolutions eligible
to vote on

7,665

7,665

5,306

Proportion of votes cast

100.0%

100.0%

100.0%

Proportion of votes for
management

82.2%

82.2%

86.3%

Proportion of votes against
management

17.5%

17.5%

13.7%

Proportion of resolutions
abstained from voting on

0.4%

0.4%

0.0%

Voting behaviour

LGIM Japan Equity
Index - GBP Hedged

LGIM Asia Pac (exJapan) Equity Index

LGIM Asia Pac (exJapan) Equity Index GBP Hedged

Period01/01/2021-31/12/2021

01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of meetings eligible tovote at

442

329

329

Number of resolutions eligible
to vote on

5,306

2,308

2,308

Proportion of votes cast

100.0%

100.0%

100.0%
4

Engagement Policy Implementation Statement for the year ending 31 December 2021
Proportion of votes for
management

86.3%

72.4%

72.4%

Proportion of votes against
management

13.7%

27.3%

27.3%

Proportion of resolutions
abstained from voting on

0.0%

0.3%

0.3%

Voting behaviour

LGIM Emerging Market
Equity Index

Ruffer Absolute Return
Fund

Period01/01/2021-31/12/2021

01/01/2021-31/12/2021

Number of meetings eligible tovote at

3,627

95

Number of resolutions eligible
to vote on

31,303

1,250

Proportion of votes cast

99.8%

100.0%

Proportion of votes for
management

81.8%

91.8%

Proportion of votes against
management

16.3%

6.5%

Proportion of resolutions
abstained from voting on

1.9%

1.7%

Figures may not sum due to rounding.

Directors’ assessment
The Directors have undertaken a review of each investment manager’s engagement policy
including their policies in relation to financially material considerations.
The Directors may also consider reports provided by other external ratings providers.
Where an investment manager has received a relatively low rating from the investment
consultant or from other external rating providers, the Directors may consider whether to engage
with the investment manager.
The Directors have reviewed the investment managers’ policies relating to engagement andvoting and how they have been implemented and have found them to be acceptable at thecurrent time.
The Directors recognise that engagement and voting policies, practices and reporting, willcontinue to evolve over time and are supportive of their investment managers being signatories
to the United Nations’ Principles for Responsible Investment and the Financial Reporting
Council’s UK Stewardship Code 2020.

5

Engagement Policy Implementation Statement for the year ending 31 December 2021

Appendix
Links to the Engagement Policies for each of the investment managers can be found here:
Investment
managerEngagement Policy (or suitable alternative)

Legal & General
Investment
Management

https://www.lgim.com/landg-assets/lgim/_documentlibrary/capabilities/lgim-engagement-policy.pdf

Insight Investment

https://www.insightinvestment.com/globalassets/documents/responsibleinvestment/responsible-investment-reports/responsible-investmentpolicy.pdf#ribbonTabs

JP Morgan AssetManagement

https://am.jpmorgan.com/content/dam/jpm-amaem/global/en/sustainable-investing/sustainable-investing-statement.pdf

Ruffer LLP

https://www.ruffer.co.uk/-/media/RufferWebsite/Files/Downloads/ESG/Ruffer-engagement-policy.pdf?la=en

Information on the most significant votes LGIM participated in during the year ending 31
December 2021 is shown below.
LGIM UK
Equity Index

Vote 1

Vote 2

Vote 3Company
nameImperial Brands plc

Informa Plc

EVRAZ Plc

Date of Vote2021-02-03

2021-06-03

2021-06-15

Approximate
size of fund’s
holding as at
the date of thevote (as % of
portfolio)

0.6

0.3

0.2

Summary of
the resolution

Resolutions 2 and 3,
respectively, Approve
Remuneration Reportand Approve
Remuneration Policy.

Resolution 3, Re-electResolution 3 Re-electStephen Davidson as
Alexander Abramov as
Director
Director
Resolution 5, Re-electMary McDowell as
Director
Resolution 7, Re-electHelen Owers as Director
Resolution 11, Approve
Remuneration Report6Engagement Policy Implementation Statement for the year ending 31 December 2021

How the fund
LGIM voted against both LGIM voted against
manager voted resolutions (against
Resolutions 3, 5, 7, andmanagement)
11 (against
management)

LGIM voted against theresolution (against
management)

Where the fundmanager voted
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote

LGIM publicly communicates its vote instructions on its website with therationale for all votes against management. It is our policy not to engage with
our investee companies in the three weeks prior to an AGM as ourengagement is not limited to shareholder meeting topics.

Rationale forthe voting
decision

The company appointed
a new CEO during
2020, who was granted
a significantly higher
base salary than his
predecessor. A higher
base salary has aconsequential ripple
effect on short- andlong-term incentives, aswell as pension
contributions. Further,
the company did not
apply best practice inrelation to post-exit
shareholding guidelines
as outlined by both
LGIM and theInvestment Association.
An incoming CEO withno previous experiencein the specific sector, or
CEO experience at a
FTSE100 company,
should have to prove
her or himself
beforehand to be set abase salary at the level,or higher, of an outgoing
CEO with multiple yearsof such experience.
Further, LGIM would
expect companies toadopt general bestpractice standards. Prior
to the AGM, LGIM
engaged with the

The company’s prior
LGIM views gender
three Remuneration
diversity as a financially
Policy votes – in 2018,
material issue for ourJune 2020, and at aclients, with implications
General Meeting thatfor the assets LGIM
was called in December manage on their behalf.
2020 – each received
For 10 years, LGIM
high levels of dissent,
have been using ourwith 35% or more of
position to engage withvotes cast against. At
companies on thisthe December 2020
issue. As part of ourmeeting, theefforts to influence ourRemuneration Policy
investee companies on
and the Equity
having greater gender
Revitalisation Plan
balance, LGIM apply(EVP) received overvoting sanctions to
40% of votes against.
those FTSE 350
The EVP was structured companies that do not
to award the CEO
have a minimum of 30%
restricted shares to a
women on the board.
value of 600% of salary. LGIM also apply voting
sanctions to the FTSE
LGIM has noted our
100 companies that doconcerns with the
not have 30% womencompany’s
remuneration practices on their executive
for many years. Due to committee. For smaller
companies LGIM expect
continued
at least one woman at
dissatisfaction, LGIM
again voted against the board level.
proposed Policy at theDecember 2020
meeting. However,despite significant
shareholder dissent at
the 2018 and 2020
meetings, the company
implemented the awards
7

Engagement Policy Implementation Statement for the year ending 31 December 2021

company outlining what
our concerns over the
remuneration structure
were. LGIM also
indicated that LGIM
publish specificremuneration guidelines
for UK-listed companies
and keep remuneration
consultants up to datewith our thinking.

under the plan, a few
weeks after the
December meeting.
Additionally, theRemuneration
Committee has adjusted
the performance
conditions for the
FY2018 long-term
incentive plan (LTIP)
awards while the plan isrunning, resulting inawards vesting where
they would otherwise
have lapsed. Due toconsistent problems
with the implementationof the company’s
Remuneration Policy
and the most recent
events as describedabove, LGIM has voted
against the Chair of theRemuneration
Committee for the past
three years. Given thecompany has
implemented plans thatreceived significant
dissent fromshareholders without
addressing persistentconcerns, LGIM has
taken the decision to
escalate our vote further
to all incumbent
Remuneration
Committee members,
namely Stephen
Davidson(Remuneration
Committee Chair), Mary
McDowell and Helen
Owers.

Outcome of the Resolution 2 (Approve
vote
Remuneration Report)
received 40.26% votes
against, and 59.73%
votes of support.
Resolution 3 (Approve
Remuneration Policy)

Resolution 3 53.4% ofshareholders supported
the resolution.
Resolution 5 80% of
shareholders supported
the resolution.
Resolution 7 78.1% of

82.8% of shareholders
supported theresolution.

8

Engagement Policy Implementation Statement for the year ending 31 December 2021

received 4.71% of votes shareholders supported
against, and 95.28%
the resolution.
support.
Resolution 11 38.3% ofshareholders supported
the resolution.
Implications of
the outcome

LGIM continues toengage with companies
on remuneration both
directly and via IVIS, thecorporate governanceresearch arm of The
Investment Association.
LGIM annually
publishes remuneration
guidelines for UK listedcompanies.

LGIM will continue toseek to engage with thecompany and monitor
progress.

LGIM will continue toengage with ourinvestee companies,
publicly advocate ourposition on this issue
and monitor company
and market-level
progress.

Criteria on
which the vote
is assessed tobe “most
significant”

LGIM are concernedover the ratcheting up of
executive pay; andLGIM believe executive
directors must take along-term view of thecompany in theirdecision-making
process, hence therequest for executives’
post-exit shareholding
guidelines to be set.

LGIM consider this voteto be significant as
LGIM took the rare stepof publicly pre-declaring
it before the shareholder
meeting. Publicly predeclaring our voteintention is an important
tool for our engagement
activities. LGIM decideto pre-declare our voteintention for a number ofreasons, including aspart of our escalation
strategy, where LGIM
consider the vote to becontentious, or as partof a specificengagement
programme.

LGIM views gender
diversity as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.

Vote 1LGIM North
America
Equity Indexand LGIM
North America
Equity Index GBP Hedged

Vote 2

Vote 3Company
nameFacebook, Inc.

JPMorgan Chase & Co.

Johnson & Johnson

Date of Vote2021-05-26

2021-05-18

2021-04-22
9

Engagement Policy Implementation Statement for the year ending 31 December 2021

Approximate
size of fund’s
holding as at
the date of thevote (as % of
portfolio)

2.0

1.2

Summary of
the resolution

Resolution 1.9 Elect
Director Mark
Zuckerberg

Resolution 1c Elect
Resolution 1e Elect
Director Todd A. Combs Director Alex Gorsky

How the fund
LGIM withheld frommanager voted voting on the resolution

LGIM voted against theresolution (against
management)

1.2

LGIM voted against theresolution (against
management)

Where the fundmanager voted
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote

LGIM publicly communicates its vote instructions on its website with therationale for all votes against management. It is our policy not to engage with
our investee companies in the three weeks prior to an AGM as ourengagement is not limited to shareholder meeting topics.

Rationale forthe voting
decision

LGIM has a longstanding policy advocating for the separation of the roles of
CEO and board chair. These two roles are substantially different, requiring
distinct skills and experiences. Since 2015 LGIM have supported
shareholder proposals seeking the appointment of independent board chairs,
and since 2020 LGIM are voting against all combined board chair/CEO roles.
Furthermore, LGIM have published a guide for boards on the separation of
the roles of chair and CEO (available on our website), and LGIM havereinforced our position on leadership structures across our stewardship
activities – e.g. via individual corporate engagements and director
conferences.

Outcome of the 97.2% of shareholders
vote
supported theresolution.

96.1% of shareholders
supported theresolution.

93.4% of shareholders
supported theresolution.

Implications of
the outcome

LGIM will continue to engage with our investee companies, publicly advocate
our position on this issue and monitor company and market-level progress.

Criteria on
which the vote
is assessed tobe “most
significant”

LGIM considers this vote to be significant as it is in application of an
escalation of our vote policy on the topic of the combination of the board
chair and CEO (escalation of engagement by vote).

10Engagement Policy Implementation Statement for the year ending 31 December 2021

LGIM Europe Vote 1(ex UK) Equity
Index andLGIM Europe(ex UK) Equity
Index - GBP
HedgedVote 2

Vote 3Company
nameTotal SE

Kering SA

Atlas Copco AB

Date of Vote2021-05-28

2021-04-22

2021-04-27

Approximate
size of fund’s
holding as at
the date of thevote (as % of
portfolio)

1.2 (1.3 for hedged
version)

0.6

0.5

Summary of
the resolution

Resolution 6 Re-electPatrick Pouyanne asDirector

Resolution 4 Re-electFrancois-Henri Pinault
as Director

Resolution 9.b. Re-electHans Straberg as Board
Chairman

LGIM voted against theresolution (against
management)

LGIM voted against theresolution (against
management)

How the fund
LGIM voted against the
manager voted resolution (against
management)
Where the fundmanager voted
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote

LGIM publicly communicates its vote instructions on its website with therationale for all votes against management. It is our policy not to engage with
our investee companies in the three weeks prior to an AGM as ourengagement is not limited to shareholder meeting topics.

Rationale forthe voting
decision

LGIM has a longstanding policy advocating for the
separation of the roles of CEO and board chair.
These two roles are substantially different,
requiring distinct skills and experiences. Since
2015 LGIM have supported shareholder proposals
seeking the appointment of independent board
chairs, and since 2020 LGIM are voting against all
combined board chair/CEO roles. Furthermore,
LGIM have published a guide for boards on the

LGIM views gender
diversity as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.
For 10 years, LGIM
have been using ourposition to engage with
11

Engagement Policy Implementation Statement for the year ending 31 December 2021

separation of the roles of chair and CEO (available
on our website), and LGIM have reinforced our
position on leadership structures across ourstewardship activities – e.g. via individual
corporate engagements and director conferences.

Outcome of the 77.4% of shareholders
vote
supported theresolution.

93.7% of shareholders
supported theresolution.

companies on thisissue. As part of ourefforts to influence ourinvestee companies on
having greater genderbalance, LGIM expect
companies in wellgoverned markets tohave at least 30%
women on their boards.
For further details,
please refer to our votepolicies on our website.
N/A

Implications of
the outcome

LGIM will continue to engage with our investee companies, publicly advocate
our position on these issues and monitor company and market-level
progress.

Criteria on
which the vote
is assessed tobe “most
significant”

LGIM considers thisvote to be significant as
it is in application of an
escalation of our votepolicy on the topic of the
combination of theboard chair and CEO(escalation ofengagement by vote).

LGIM considers thisvote to be significant as
it is in application of an
escalation of our votepolicy on the topic of the
combination of theboard chair and CEO(escalation ofengagement by vote).

LGIM views gender
diversity as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.

LGIM Japan
Equity Indexand LGIM
Japan Equity
Index - GBP
HedgedVote 1

Vote 2

Vote 3Company
nameMitsubishi UFJ Financial Shin-Etsu Chemical Co., Recruit Holdings Co.,Group, Inc.
Ltd.
Ltd.

Date of Vote2021-06-29

2021-06-29

2021-06-17

Approximate
size of fund’s
holding as at
the date of the

1.6 (1.5 for hedged
version)

1.5

1.5

12

Engagement Policy Implementation Statement for the year ending 31 December 2021

vote (as % of
portfolio)
Summary of
the resolution

Resolution 3 Amend
Resolution 3.1 Elect
Articles to Disclose Plan Director Saito, YasuhikoOutlining Company's
Business Strategy to
Align Investments with
Goals of Paris
Agreement

How the fund
LGIM voted for the
manager voted resolution (withmanagement)

LGIM voted against theresolution (against
management)

Resolution 5 Amend
Articles to Allow Virtual
Only Shareholder
Meetings

LGIM voted against theresolution (against
management)

Where the fundmanager voted
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote

LGIM publicly communicates its vote instructions on its website with therationale for all votes against management. It is our policy not to engage with
our investee companies in the three weeks prior to an AGM as ourengagement is not limited to shareholder meeting topics.

Rationale forthe voting
decision

Climate change: A vote LGIM views genderin favour of thisdiversity as a financiallyshareholder proposal is material issue for our
warranted as LGIM
clients, with implications
expects companies tofor the assets LGIM
be taking sufficientmanage on their behalf.
action on the key issue For 10 years, LGIMof climate change. While have been using our
LGIM positively note the position to engage withcompany’s recent
companies on thisannouncements around issue. As part of our
net-zero targets andefforts to influence our
exclusion policies, LGIM investee companies onthink that thesehaving greater gendercommitments could bebalance and following afurther strengthened
campaign on genderand LGIM believe thediversity in Japan inshareholder proposal
2019, LGIM decided toprovides a good
escalate our voting
directional push.
policy. In 2020, LGIM
announced LGIM would
be voting against allcompanies in the largecap TOPIX 100 index
that do not have at least
one woman on theirboard. In 2021, LGIM

A vote AGAINST this
proposal is warranted
because:- Japanesecompanies are able tohold virtual meetings
using temporary
regulatory relief (without
amending articles) for
two years, but thepassage of this proposal
will authorize thecompany to hold virtual
meetings permanently,
without further need toconsult shareholders,even after the current
health crisis is
resolved.- The proposed
language fails to specify
situations under which
virtual meetings will beheld, raising concernsthat meaningfulexchange between thecompany andshareholders could behindered, especially in
13

Engagement Policy Implementation Statement for the year ending 31 December 2021

expanded the scope ofour policy to voteagainst TOPIX Mid 400
companies that do nothave at least one
woman on the board.

controversial situations
such as whenshareholder proposals
are submitted, a proxyfight is waged, or a
corporate scandal
occurs.

Outcome of the 22.7% of shareholders
vote
supported theresolution.

90.7% of shareholders
supported theresolution.

83.8% of shareholders
supported theresolution.

Implications of
the outcome

LGIM will continue toengage on thisimportant ESG issue.

LGIM will continue toengage with ourinvestee companies,
publicly advocate ourposition on this issue
and monitor company
and market-level
progress.

LGIM will continue toengage on thisimportant ESG issue.

Criteria on
which the vote
is assessed tobe “most
significant”

LGIM views climatechange as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.
This was also a highprofile proposal in
Japan, where climaterelated shareholder
proposals are still rare.

LGIM views gender
diversity as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.

This was a high profile
vote where the company
proposed a change inarticles to allow virtualonly AGMs beyond thetemporary regulatory
relief effective for 2
years from June 2021.

Vote 1LGIM Asia
Pac (exJapan) Equity
Index andLGIM Asia
Pac (exJapan) Equity
Index - GBP
HedgedVote 2

Vote 3Company
nameSands China Ltd.

Wilmar International
LimitedWH Group Limited

Date of Vote2021-05-21

2021-04-15

2021-06-01

14

Engagement Policy Implementation Statement for the year ending 31 December 2021

Approximate
size of fund’s
holding as at
the date of thevote (as % of
portfolio)

0.3

0.3

Summary of
the resolution

Resolution 2a Elect
Robert Glen Goldstein
as Director

Resolution 5 Elect Kuok Resolution 2a Elect
Khoon Hong as Director Wan Long as Director

How the fund
LGIM voted against the
manager voted resolution (against
management)

LGIM voted against theresolution (against
management)

0.2

LGIM voted against theresolution (against
management)

Where the fundmanager voted
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote

LGIM publicly communicates its vote instructions on its website with therationale for all votes against management. It is our policy not to engage with
our investee companies in the three weeks prior to an AGM as ourengagement is not limited to shareholder meeting topics.

Rationale forthe voting
decision

LGIM has a longstanding policy advocating for the separation of the roles of
CEO and board chair. These two roles are substantially different, requiring
distinct skills and experiences. Since 2015 LGIM have supported
shareholder proposals seeking the appointment of independent board chairs,
and since 2020 LGIM are voting against all combined board chair/CEO roles.
Furthermore, LGIM have published a guide for boards on the separation of
the roles of chair and CEO (available on our website), and LGIM havereinforced our position on leadership structures across our stewardship
activities – e.g. via individual corporate engagements and director
conferences.

Outcome of the 94.7% of shareholders
vote
supported theresolution.

94.2% of shareholders
supported theresolution.

75.2% of shareholders
supported theresolution.

Implications of
the outcome

LGIM will continue to engage with our investee companies, publicly advocate
our position on this issue and monitor company and market-level progress.

Criteria on
which the vote
is assessed tobe “most
significant”

LGIM considers this vote to be significant as it is in application of an
escalation of our vote policy on the topic of the combination of the board
chair and CEO (escalation of engagement by vote).

15

Engagement Policy Implementation Statement for the year ending 31 December 2021

Vote 1
LGIM
Emerging
Market Equity
Index

Vote 2

Vote 3Company
nameAlibaba Group Holding
LimitedChina Construction
Bank Corporation

MediaTek, Inc.

Date of Vote2021-09-17

2021-06-25

2021-06-10

Approximate
size of fund’s
holding as at
the date of thevote (as % of
portfolio)

3.8

1.0

0.7

Summary of
the resolution

Resolution 1.1 - Elect
Director Joseph C. Tsai

Resolution 1 Approve
Report of the Board of
Directors

Resolution 5.1 Elect
Ming-Kai Tsai with
Shareholder No. 1 as
Non-independent
Director

How the fund
LGIM voted against the
manager voted resolution (against
management)

LGIM voted against theresolution (against
management)

LGIM voted against theresolution (against
management)

Where the fundmanager voted
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote

LGIM publicly communicates its vote instructions on its website with therationale for all votes against management. It is our policy not to engage with
our investee companies in the three weeks prior to an AGM as ourengagement is not limited to shareholder meeting topics.

Rationale forthe voting
decision

LGIM has alongstanding policy
advocating for the
separation of the rolesof CEO and board chair.
These two roles aresubstantially different,
requiring distinct skills
and experiences. Since
2015 LGIM havesupported shareholder
proposals seeking theappointment of
independent board

The company isdeemed to not meet
minimum standards withregards to climate risk
management anddisclosure.

LGIM views gender
diversity as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.
For 10 years, LGIM
have been using ourposition to engage withcompanies on thisissue. As part of ourefforts to influence ourinvestee companies on
having greater gender
16

Engagement Policy Implementation Statement for the year ending 31 December 2021

chairs, and since 2020
LGIM have voted
against all combined
board chair/CEO roles.
Furthermore, LGIM
have published a guidefor boards on theseparation of the rolesof chair and CEO(available on our
website), and LGIM
have reinforced our
position on leadership
structures across ourstewardship activities –e.g. via individual
corporate engagements
and director
conferences.

balance, LGIM expect
all companies in which
LGIM invest globally tohave at least one female
on their board. Please
note LGIM havestronger requirements in
the UK, North American,
European and Japanesemarkets, in line with ourengagement in thesemarkets. For further
details, please refer toour vote policies on our
website.

Outcome of the 73.6%
vote

N/A

N/A

Implications of
the outcome

LGIM will continue toengage with ourinvestee companies,
publicly advocate ourposition on this issue
and monitor company
and market-level
progress.

LGIM will continue toengage with thecompany and monitor
progress.

LGIM will continue toengage with ourinvestee companies,
publicly advocate ourposition on this issue
and monitor company
and market-level
progress.

Criteria on
which the vote
is assessed tobe “most
significant”

LGIM considers thisvote to be significant as
it is in application of an
escalation of our votepolicy on the topic of the
combination of theboard chair and CEO(escalation ofengagement by vote).

LGIM considers thisvote to be significant as
it is applied under the
Climate Impact Pledge,
our flagshipengagement
programme targetingsome of the world's
largest companies on
their strategic
management of climatechange.

LGIM views gender
diversity as a financiallymaterial issue for ourclients, with implications
for the assets LGIM
manage on their behalf.

Information on the most significant votes for the Ruffer Absolute Return Fund during the year
ending 31 December 2021 is shown below.
RufferAbsolute
Return Fund

Vote 1

Vote 2

Vote 317

Engagement Policy Implementation Statement for the year ending 31 December 2021

Companyname

WH SmithCountryside Properties

Walt Disney

Date of Vote2021-01-20

2021-02-05

2021-03-09

Approximate
size of fund’s
holding as at
the date of thevote (as % of
portfolio)

0.3

1.3

0.6

Summary of
the resolution

Governance –remuneration

Governance – board
composition andremuneration

Governance – lobbying
and succession
planning

How the fundRuffer voted against the Ruffer abstained frommanager voted resolution (against
voting on the resolution
management)

Ruffer voted for the
resolutions (withmanagement)

Where the fund Ruffer sent a letter to the Board and met with a Board member prior to the
manager voted vote.
againstmanagement,
did they
communicate
their intent tothe company
ahead of thevote
Rationale forthe voting
decision

When determining
whether to support a
remuneration policy orreport, Ruffer assess anumber of factors
including how
management are
incentivised, thestructure of executive
remuneration and theoverall quantum.
Ruffer voted against
management on theapproval of the
remuneration report at
WH Smith as Ruffer felt
the timing of an
executive pay increasein the current
circumstances wasinappropriate. This did
not express a negative

Ruffer met with David
Howell (Chair of theBoard) and Amanda
Burton (Chair of theRemuneration
Committee) to discuss
the company’s capital
allocation strategy.
Decisions in this area
are critical and will
ultimately determine its
long-term financial
performance. Ruffershared their view thatthe company would
benefit from a nonexecutive director with aproven track record incapital allocation. Given
the changing strategy ofthe business, significant
changes need to be

On the topic of lobbying
and the company’s
memberships of tradeassociations, Ruffer
voted for a shareholder
resolution in 2018, 2019and 2020 requesting
additional disclosure.
While the company has
responded to theseresolutions byincreasing its disclosure,
this only includes tradeassociations based in
the US. As theframework has been
established, and theanalysis alreadyconducted for theseassociations, Ruffer do
not think it is onerous forthe company to expand
18

Engagement Policy Implementation Statement for the year ending 31 December 2021

view of the performanceof the CEO andmanagement teamduring this challenging
period, but rather Ruffer
felt that going ahead
with a pre-planned baseremuneration increase
was not appropriate for
a company that is atpresent loss-making,has suspended its
dividend, raised equity,
may benefit fromgovernment support
measures and has
made a large number ofstaff redundant. Ruffer
were also of the viewthat the disclosurearound the personal
performance criteria is
not clear.
Ruffer communicatedthese views in a letter tothe Board andsubsequently held ameeting with thecompany to discuss theconcerns Ruffer had in
more detail.

made to thethis to cover all trade
remuneration policy to
associations of which it
ensure management is is a member. Ruffer
incentivised to deliverstated clearly to theon the revised strategy company that Rufferand, importantly, to align were disappointed that it
their interests withhas not expanded its
shareholders. Ruffer
analysis and that Ruffershared our thoughts
would support thearound this, including a shareholder resolution
total shareholder return at the 2021 AGM.
measure, a meaningful Another significant
shareholding
concern for us isrequirement andsuccession planning atensuring post-cessation the board level. As
and vesting
Ruffer did in 2020,
requirements are in line Ruffer debated whether
with the guidance fromto support the rethe Investment
election of Susan Arnold
Association. Ruffer
given her long tenure on
attach significant
the board. This is ofimportance to theparticular importance tocompany’s strategy,
us when there is not anboard composition and independent Chair of
executive remuneration the Board. Ruffer
as Ruffer deem
decided to support her
addressing these to be re-election to provide
essential for the longcontinuity in a year
term success of
where Ruffer expect
Countryside and allchanges to the board.
stakeholders.
Ruffer communicatedour concerns to thecompany prior to the
AGM.

Outcome of the The vote in favour ofvoteapproving of the
remuneration reportpassed with 67.4%
shareholder support.
However, the Board has
subsequently confirmed
they are revising the
remuneration report andwill not include theexecutive pay increase
due to the feedback
from shareholders.

Re-election proposals
passed with a range of
78-93% shareholder
approval for votes.

Re-election proposal
passed with 97.2%
shareholder approval forvote. Shareholder
resolution failed with
only 32.7% shareholder
approval for the vote.

Implications of
the outcome

Whilst Ruffer value theengagements with the
non-executive directors
so far, Ruffer have not

Ruffer will continue tovote on shareholder
resolutions that improve

Ruffer will continue tovote against
remuneration policies
that Ruffer deem to be

19

Engagement Policy Implementation Statement for the year ending 31 December 2021

Criteria on
which the vote
is assessed tobe “most
significant”

inappropriate in thecontext of thecircumstances of thecompany.

receivedtransparency andacknowledgement ourenhanced disclosure.
concerns will be
addressed.
Consequently, Ruffer
decided to abstain on
our votes in relation to
the re-election of all
non-executive directors.
Ruffer wrote to thecompany explaining ourdecision prior to theAGM. Ruffer willcontinue to engage
ahead of the upcoming
remuneration
consultation, and Ruffer
look forward tocontinuing our
discussions.

Ruffer believe this votewill be of particularinterest to our clients.
The vote against
management was in thecontext of engagementwith the company andthe result of extensive
internal discussions.

Votes abstaining or
against the re-electionof directors for material
holdings are significant.
These arise after
discussion between
members of theresearch, portfolio
management andresponsible investment
teams.

Ruffer believe this votewill be of particularinterest to our clients.
The shareholder
resolutions aimed toincrease thetransparency of thecompany's climate
lobbying activities.

20