VOTING REPORTYEAR 2020
Pursuant to Chapter 3 of the provisions of the UCITS code of conduct and individualised management subject to a mandate, and the provisions of
the AMF General Regulation, we hereby report on how we carried out our voting rights on behalf our clients, including detailed statistics on the votes
we cast in 2020.
YEAR 2020 ....................................................................................................................................................................................................................... 1
1.

GOVERNANCE AND VOTING PRINCIPLES ......................................................................................................................................................... 2

2. MAIN AMENDMENTS TO OUR VOTING POLICY IN 2020 ........................................................................................................................................ 3
3. VOTING SCOPE FOR 2020 ........................................................................................................................................................................................ 3
4. VOTING STATISTICS FOR 2020 ................................................................................................................................................................................ 4
4.1 Geographic breakdown .......................................................................................................................................................................................... 4
4.2 Voting results ......................................................................................................................................................................................................... 4
5. AGAINST AND ABSTAIN VOTES BY RESOLUTION TYPE ....................................................................................................................................... 5
5.1 Management proposals.......................................................................................................................................................................................... 5
5.1.1 Executive compensation ................................................................................................................................................................................. 6
5.1.2. Financial operations ...................................................................................................................................................................................... 6
5.1.3 Board election ................................................................................................................................................................................................. 6
5.2 Shareholder proposals ........................................................................................................................................................................................... 7
5.2.1 Shareholder proposals voted .......................................................................................................................................................................... 7
5.2.2 Filing shareholder proposals........................................................................................................................................................................... 7
6. COMPANY DIALOGUE ................................................................................................................................................................................................ 8
6.1 Dialogue with issuers ............................................................................................................................................................................................. 8
6.2 Evaluation of our dialogues .................................................................................................................................................................................... 8
6.3 The commitment of access to independent directors............................................................................................................................................. 9
6.4 Engagement Campaign on board diversity ............................................................................................................................................................ 9
6.5 Engagement campaign link to COVID-19 situation .............................................................................................................................................. 10
6.6 Examples of engagement success ...................................................................................................................................................................... 11
6.6.1 Board composition ........................................................................................................................................................................................ 11
6.6.2 Executive compensation ............................................................................................................................................................................... 11

Voting Report – 2020 - 2

6.6.3 Financial authorisations ................................................................................................................................................................................ 12
6.7 Promotion of environmental and social disclosure ............................................................................................................................................... 12
6.8 Other aspects of shareholder engagement .......................................................................................................................................................... 13
6.9 Focus – Solidarity investments ............................................................................................................................................................................ 14
Appendix 1. STATISTICS OF THE MANAGEMENT COMPANY BNPP AM FRANCE .................................................................................................. 15
1.

Geographic breakdown .................................................................................................................................................................................... 15

2.

Voting results ................................................................................................................................................................................................... 15

3.

Other points ..................................................................................................................................................................................................... 15

Appendix 2. LIST OF ENGAGEMENTS IN 2020 RELATED TO VOTING ..................................................................................................................... 16
Appendix 3: ENVIRONMENTAL SHAREHOLDER PROPOSALS ................................................................................................................................. 17

1. GOVERNANCE AND VOTING PRINCIPLES
BNP Paribas Asset Management (“BNPP AM”) believes that promoting best corporate governance practices is an essential
part of its ownership responsibilities. Corporate governance refers to the system by which a corporation is directed andcontrolled. It relates to the functioning of the managing board, supervision and control mechanisms, their interrelationships
and their relations with stakeholders. Good corporate governance creates the framework ensuring that a corporation is
managed in the long-term interest of shareholders. Therefore BNPP AM expects all corporations in which we invest to comply
with the highest corporate governance standards.
Voting at annual general meetings is a key component of the ongoing engagement with companies in which we invest on
behalf of our clients and forms an integral part of BNPP AM’s investment process. We are committed to ensuring1 consistent
exercise of voting rights associated with shares held in Undertakings for the Collective Investment of Transferable Securities(UCITS), Alternative Investment Funds (AIF), foreign investment funds and investment mandates, where proxy voting has
been delegated to us.
Our “Governance and voting policy” explains what we expect of public companies and how we carry out our ownership
responsibilities.
The policy outlines our key governance and voting principles, describes our proxy voting process, and sets guidelines thathighlight, for each item, best practices and issues that may trigger an “oppose” or “abstain” vote.
We cast our votes on the basis of each company's specific circumstances.
This document is available on our website www.bnpparibas-am.com/en/sustainability/as-an-investor/
Moreover, all of our votes are published by issuer and by resolution on our website2.

1 Taking into account technical and legal aspects.
2 Details of our vote available here: https://vds.issgovernance.com/vds/#/MTc3MQ==/Voting Report – 2020 - 3

2. MAIN AMENDMENTS TO OUR VOTING POLICY IN 2020
Our policy and guidelines are reviewed annually in order to reflect the evolution of corporate governance codes and market
practices, in terms of engagement as well as voting policy.
The main amendments to our policy for 2020 were:

Reinforcement of our commitment on gender board diversity: Application of a minimum of 30% female representationthreshold in 2020 for North America, Europe, Australia and New Zealand. As such, in 2020 BNPP AM voted against
all male board members if a board did not have at least 20% female members. If the female representation lies
between 20% and 30%, under certain conditions we could support male directors (e.g. in cases of a commitment of
the company to reach the 30% threshold in the short-term, or significant increase with regard to last year…).

Introduction of rules regarding term of mandate for directors: In 2020, BNPP AM voted against any director elected
for a term lasting more than 4 years irrespective of their status (independent or non-independent). We are not against
directors staying for more than 4 years, but just request that directors’ renewal be submitted to a shareholder votemore frequently (maximum every 4 years).



Introduction of a tenure rule regarding auditors: In 2020 BNPP AM voted against the election of auditors when theirtenure exceeds 24 years in order to encourage a higher rotation of auditors.

3. VOTING SCOPE FOR 2020
In 2020, we voted on a scope broader than UCITS3 with mandates, representing almost 59 billion euros of assets undermanagement.
Our voting scope is comprised of companies for which aggregated holding positions meet at least one of the three following
conditions:

They represent 90% of the accrued total of our stock positions;

They make up 0.1% or more of the company market capitalisation; orAd-hoc demand.

This voting scope represents nearly 51.5%4 of meetings contained in all of our UCITS.
Our selection process for the shares for which we exercise voting rights aims to concentrate our efforts on positions that are
widely held across our assets under management, and to participate in shareholder meetings of companies in which ourcollective investment schemes hold a significant portion of the capital.

3 Undertakings for Collective Investment

4 1 870 general meetings voted out of 3 629 possible

Voting Report – 2020 - 4

4. VOTING STATISTICS FOR 2020
4.1 GEOGRAPHIC BREAKDOWN
Within our voting scope, we voted at 1 870 general meetings, primarily in Europe and North America which represented
almost 75% of our votes.
Number of meetings voted

Geographic breakdown

Europe923

49.4%

North America

476

25.5%

Japan

130

7.0%

Others

341

18.2%

Total

1 870

100 %

4.2 VOTING RESULTS
Out of 1 870 general meetings:


At 362 general meetings, we voted in favour of all items

At 1 508 general meetings (80.6%), we voted against or abstained on at least one item.

Of 24 400 resolutions voted, 23 646 resolutions were submitted by companies and 754 by shareholders.
Among the resolutions submitted by companies (excluding shareholder proposals):

We voted in favour of 67.7% of management resolutions (16 009 resolutions)

We voted in opposition to 32.3% of management proposals (we abstained on 835 items and voted against 6 802
items).

Our rate of opposition to management proposals increased from 27.8% in 2019 to 32.3% in 2020. This sharp increase in our
opposition rate was primarily due to our voting policy changes on board diversity.
The higher opposition rate in North America was primarily driven by compensation issues and board election.

Voting Report – 2020 - 5

Geographic zone

Total

EuropeNorth
AmericaJapan

OthersManagement
Resolutions voted

23 646

14 057

5 135

1 563

2 891

Vote for16 00910 590

2 464

1 003

1 952

Vote against

6 802

3 006

2 587

474

735

Vote abstain

835

461

84

86

204

Total Opposition Rate
(abstain or against)

32.3%

24.7%

52.0%

35.8%

32.5%

5. AGAINST AND ABSTAIN VOTES BY RESOLUTION TYPE
5.1 MANAGEMENT PROPOSALSThe table below outlines percentages of votes “against” or “abstain” per category.
Resolutions
voted

Vote for

Vote against or
abstain

Percentage of
opposition

Executive compensation

2 846

1 181

1 665

58.5%

Financial operations

2 436

1 413

1 023

42.0%

Board election

11 670

7 462

4 208

36.1%

Other resolutions5

6 694

5 953

741

11.1%

Total

23 64616 009

7 637

32.3%

Our opposition, excluding shareholder proposals which are analysed below - is mainly concentrated on 3 topics: executive
compensation, financial operations and board elections.

5 Approval of accounts, appointment and remuneration of auditors, mergers and acquisitions, anti-takeover measures ...

Voting Report – 2020 - 6

5.1.1 EXECUTIVE COMPENSATION

Our opposition to executive compensation plans (e.g. stock-options, restricted stock plans, severance payments and “say onpay” proposals) falls into the following general categories:

A lack of transparency on the compensation policy (volume, weight, nature of the performance criteria, targets, etc.);

The compensation practices are not in line with stakeholders’ interests, with excessive or disproportionate amounts
relative to the company’s performance;A “pay for failure” approach is in place, with non-challenging performance criteria; and/orCompensation is not oriented toward the long-term.

5.1.2. FINANCIAL OPERATIONS

We oppose management proposals regarding financial operations, which generally request a share capital increase, for thefollowing reasons:The global volume is considered too significant (authorisations exceed 50% of the share capital); or

It is a share capital authorisation without pre-emptive rights and without a specific object that leads to an excessive
dilution for current shareholders (more than 5% of share capital or 20% with a specific purpose).

We also vote systematically against all anti-takeover devices.

5.1.3 BOARD ELECTION

Our votes in opposition to individual directors generally indicate our belief that there is weak corporate governance and anissue regarding the balance of power. Most votes against directors fall into the following categories:

A non-independent director with insufficient overall board independence

A non-independent director serving on key committee in North America

Directors with poor attendance;Non-compliance with our rules on gender diversity;

Directors’ term of mandate exceeding 4 years.

Voting Report – 2020 - 7

5.2 SHAREHOLDER PROPOSALS
5.2.1 SHAREHOLDER PROPOSALS VOTED

Shareholder proposals are usually opposed by management. Therefore, a vote in favour of the proposal is a vote against
management’s recommendation. We have voted in favour of shareholder proposals when they were in line with the long-term
interests of the company and requested action that was warranted given the practices of the company. However, we abstained
when the proposal was not appropriate for the company or if the request was already applied in practice.
Our rate of support for shareholders’ proposals decreased compared to 2019 (62.9% in 2020 vs. 74.1% in 2019) due totechnical reasons (shareholder slates in Italy are counted as against votes in 2020 by our provider while it was not counted
last year and the occurrence of more proxy-contests with many items proposed).
We still demonstrated very strong support for social proposals (86% of support) and for environmental and climate change
proposals (94.1%, an increase with regard to last year’s 90.5% support). See details in Appendix 3.

Shareholder proposals(Global)Resolutions
voted

Vote
againstVote abstain

Vote for

Percentage of vote
for

754

191

89

474

62.9%

5.2.2 FILING SHAREHOLDER PROPOSALSIn 2020, we continued our leadership on the topic of corporate climate lobbying, encouraging companies to align their lobbying
efforts with the goals of the Paris Agreement. We served as lead filer on four shareholder proposals to ExxonMobil, Chevron,
Delta Airlines and United Airlines, seeking a report on their efforts to align their lobbying with the “well below 2 degrees” goalof the Paris Agreement.
Our proposal at Chevron received a historic 53% vote, and after extensive engagement, the company produced a report at
the end of the year, including a discussion of how they work within trade associations to influence their climate positions. Our
proposals at Delta Airlines and United Airlines received 46% and 31% support, respectively. Our proposal at ExxonMobil wasomitted at the Securities & Exchange Commission.
We resubmitted this proposal to Delta Airlines and to ExxonMobil for 2021. At the end of the year, ExxonMobil enhanced its
lobbying disclosures in response to our engagement. The three largest US oil and gas companies have now produced someform of report on how their direct and indirect lobbying (through trade associations) aligns with the goals of the Paris
Agreement, due to our active engagement. Although these reports may not meet the standard of recent reports from theEuropean oil majors, these reports represent promising first steps toward greater transparency on this critical issue.

Voting Report – 2020 - 8

6. COMPANY DIALOGUE
6.1 DIALOGUE WITH ISSUERSEngagement with issuers aims at enhancing the long-term value of our shareholdings and at fostering corporate governancebest practices, social responsibility and environmental stewardship.
During proxy season, we engage in dialogue with companies either on our own initiative or at the request of the issuer, andwe generally concentrate on our largest holdings.
The goal of these engagements is:

To communicate our voting policy to promote good corporate governance and to prepare for the next general meetingof the issuer;

To obtain additional information on individual voting proposals; andTo express our concerns about specific resolutions that contradict our voting policy.

During the 2020 proxy season, we had 255 interactions with 140 companies related to voting issues, an increase
compared to 2019 (201 interactions with 123 companies). For more details, see Appendix 2.
6.2 EVALUATION OF OUR DIALOGUES
We consider a voting related engagement to be successful if:


The company withdraws the proposal we are opposing; or

We change our vote in favour of the proposal after a modification of the resolution from the issuer, or where we obtain
additional information.

In 2020, we had 39 successful engagements (27.7% of the engagements), a slight decrease over our 31.2% success rate in
2019.
However, a potential modification of our voting decision is not the only criterion for success: Some companies modify theirpractices the following year and are not necessary counted in the successful engagement statistics.
In addition to these engagements linked to the proxy season, we also maintain a programme of long-term dialogue with issuers
all year round, focused on a wide variety of environmental, social and governance themes. We report on these each year in
our annual sustainability report.

Voting Report – 2020 - 9

6.3 THE COMMITMENT OF ACCESS TO INDEPENDENT DIRECTORSOne of the most important roles of the board of directors is to supervise the management team. The board should becomposed of a majority of independent directors who should also be present in specific committees such as audit,
compensation or nomination.
We believe the Chair of the board should be independent. However, in the absence of an independent chair, companies
should consider appointing a lead independent director in order to ensure the necessary checks and balances are in place.
To serve as an effective counterweight, this director must have specific powers, including the ability to speak directly toinvestors.
Shareholder access to the board of directors is a well-established practice in some countries such as the United Kingdom.
This good governance practice has spread throughout continental Europe and the governance codes of Germany and France,
for example, explicitly recommend it.
Providing shareholders with the opportunity to meet board directors is consistent with their duty to be accountable to theshareholders who appointed them. For us, access to board members provides a chance to raise concerns over different
subjects when needed.
Because it is good practice, we are engaging with companies to promote and expand the opportunity for shareholders tointeract with independent directors.
In 2020, we had a direct engagement with an independent director in 35 companies (for detail, see the list in Appendix
2).

6.4 ENGAGEMENT CAMPAIGN ON BOARD DIVERSITY
Since 2019, BNPP AM's voting policy has contained an explicit provision on gender diversity, whereby we oppose all maledirector candidates if there are no women on the investee company’s board worldwide. For Europe, North America, Australia
and New Zealand, beginning in 2020, we reinforced our voting policy for a minimum threshold of 30% of women on the board,and the fact that we will vote against all male members if board is not at least 20% female.
Under certain conditions, we could support boards that have a ratio between 20% and 30% of women, for example, if thecompany has made significant improvements in recent years, or if it commits to reaching 30% within two years.
We analyse such companies to check if they respect these conditions, and engaged with some of them by establishing atarget list. We engaged with companies which were not in line with our new policy and where we had important exposure.


Our target list was composed of 23 companies (12 in Europe and 11 in North America) held in our active portfolios,
which we contacted explaining our new voting policy and asking for an engagement.
Out of 23 companies, we conducted a deeper engagement with 14 companies (61%) with calls and exchanges of
emails. We had a 30% success rate, with seven companies adopting changes in line with our voting policy. For
example, Segro Reit Plc, BT Group Plc (United Kingdom), Logitech International (Switzerland) and Comcast(USA) were not respecting our threshold in 2019 but reached more than 30% of female director for their annual
general meeting in 2020, and we supported their board election.

Voting Report – 2020 - 10

Positive
Outcome730%

We managed to achieve positive outcome with improvement of the gender
diversity and a vote in favour of board elections

Pending Outcome

3

13%

We are still having pending cases where we had some positive feedback but
we continue the engagement in 2021

Negative Outcome

13

57%

We had a negative outcome and opposed to board election either due to lackof improvement on diversity, but also to others reasons (e.g. lack of
independence)

We will continue to engage companies regarding their gender diversity, as we believe that more diverse boards contribute tobetter decision-making and oversight to ensure that companies deliver long-term sustainable value.

6.5 ENGAGEMENT CAMPAIGN LINK TO COVID-19 SITUATION
Circumstances in 2020 have meant that the majority of Annual General Meetings around the world were held behind closed
doors without the physical presence of shareholders. Companies have adapted the way in which shareholders can best
exercise their rights: Some used digital solutions only with no live interaction with shareholders (virtual meeting), while others
accepted more interactions during the general meeting (by accepting written or live questions).
Following major changes enabled by emergency legislation in many jurisdictions in the midst of COVID-19 pandemic, we haveworked with issuers, regulators and shareholders to ensure shareholder meetings could go ahead in 2020 with basic “groundrules” to protect fundamental shareholder rights. We also played an active role to develop with the ICGN a viewpoint on “The
Future of Annual General Meetings”6 to provide insight and guidance on what annual general meetings might look like infuture.
Despite the change to the way in which general meetings were conducted, there has been no change to the way in which
BNPP AM, as an active shareholder, has analysed, voted and engaged in AGMs this year.
BNPP AM believes that companies should employ responsible capital allocation - even more so in light of the Covid-19
pandemic - that does not compromise long-term corporate strategy and takes account of the social imbalances resulting fromthe crisis. We recommended that companies explicitly disclose how the impact of the pandemic was taken into account andwas affecting their capital allocation decisions, their business strategies, their sustainability plans, their employees and theirbroader stakeholders.
We voted against dividend proposals if dividends were deemed irresponsible: in 2020, we opposed 8.7% of dividend proposals(compared to 2.7% in 2019).

6 https://www.icgn.org/sites/default/files/ICGN%20Viewpoint%20future%20AGMs_0.pdf

Voting Report – 2020 - 11

6.6 EXAMPLES OF ENGAGEMENT SUCCESS
6.6.1 BOARD COMPOSITION

The Board of Directors plays a critical oversight role to ensure that companies deliver long-term sustainable value, andtherefore is a key priority of our engagement strategy. A sufficient counter-balancing structure, with separation of roles of chair
and CEO and a sufficient level of independence at the board allows for effective oversight of management.
BNPP AM’s voting policy aims for the separation of roles of chair and CEO. We do not support combined roles unless thecompany makes a formal engagement on splitting those roles in the short-term (within a maximum of 2 years). While in somejurisdictions, the splitting of these functions is already market practice, in others it remains a critical point and constitutes animportant part of our engagement activity.
This was notably the case with the French company Capgemini, which decided to split those roles in line with our engagement
request. Paul Hermelin, who had been the Chair/CEO of the company since 2012, became a non-executive chair and Aiman
Ezzat was appointed as the CEO. This separation of roles was implemented as part of the succession plan which wasscheduled and organized over several years and was discussed during our engagement. As Hermelin could not be considered
independent due to his previous functions, the company has also appointed a lead independent director with major
competencies allowing a guarantee of good governance (chairing the governance committee and leading an annual
assessment of the board, chairing executive sessions, exchanging directly with shareholders…). These steps clearly
represent an improvement in the company’s governance.

6.6.2 EXECUTIVE COMPENSATIONAs highlighted in our voting results, executive compensation is one of the fields where BNPP AM registers a high level ofopposition. It is thus also an important subject of continuous dialogue with issuers.
Disclosure on executive remuneration is key in order to be able to further assess stringency of performance criteria usedin variable remuneration. Thus, more extensive communication on the different components of remuneration, the nature of
the criteria, including weighting, target-setting and vesting schedules are often discussed with companies in order to increase
further transparency.
Excessive severance payments can trigger opposition for BNPP AM. According to BNPP AM’s voting policy, the maximum
amount of any potential severance package should be limited to maximum two years of executive remuneration, excluding
long-term awards. The potential maximum amount of the severance package was over this limit at the German company
Deutsche Boerse. We spoke with the company and discussed potential improvement on the remuneration policy as we voted
against their proposal in 2019. The company decided to remove the problematic provision to be in line with our policy. In
addition, the company further improved its remuneration policy by strengthening stringency of both short-term and long-term
performance criteria. As a consequence of these improvements, BNPP AM supported the company’s reviewed remuneration
policy in 2020.
Unlike the previous year, Belgian company Ontex disclosed in 2020 the exact weight, targets and achievement rates of
performance conditions applied to the short-term bonus which allows better assessment of the remuneration of executives. It
also implemented a formal cap for long-term incentives thus limiting any potential excessive grants. Although the company
introduced performance criteria to its long-term incentive, it only covers 33% of the plan. In light of this, we decided to voteagainst, as the company still has room for improvement through the elimination of any grants without performance criteria.

Voting Report – 2020 - 12

Integration of ESG (environmental, social and corporate governance) criteria into assessment of executive
remuneration
As a responsible investor focused on sustainability, BNPP AM is encouraging issuers to include ESG criteria as part of theassessment of executives’ remuneration. While the integration of ESG criteria into the short-term bonus is becoming morecommon, it is still rare to see it within long-term incentives. We have raised questions regarding the role of ESG criteria in
executive compensation plans, particularly where we believe the target is unclear or insufficiently challenging. We want to see
boards incentivize CEOs to achieve meaningful sustainability goals, but we still see vaguely defined sustainability targets.
The following companies decided to include ESG-related criteria into executive remuneration in 2020 following our previous
dialogue with them on this subject:Integration of ESG criteria into the short-term bonus: Airbus SE, Air Liquide;
Integration of ESG criteria into long-term incentives: Alstom, Siemens AG, Total SE, Unicredit.

6.6.3 FINANCIAL AUTHORISATIONS

The voting policy of BNPP AM on financial authorization provides for specific limits acceptable for capital increases in orderto minimize dilution of existing shareholders.
We engaged with the Spanish company Applus Services about a project of capital increases to be proposed at the AGM
and presented our expectations. At the 2020 AGM, the company was planning to present capital increases with and without
pre-emptive rights. All resolutions were potentially against our policy because when combined they could be above our global
limit of 50% applied to all capital increases.
The company acknowledged our specific requirements, indicated a global cap at 50% in line with our policy. This clarification
allowed us to support one of the capital increase proposal (with pre-emptive rights and issuance of convertible debts, item 9).
We will continue to dialogue with the company as we have voted against the other capital increase that was considered too
dilutive (general authorization without pre-emptive rights, item 8).

6.7 PROMOTION OF ENVIRONMENTAL AND SOCIAL DISCLOSURE
BNPP AM believes that promoting good corporate governance standards and encouraging businesses to improve social andenvironmental practices is an essential part of its ownership responsibilities. Good environmental, social and governance(ESG) practices provide an excellent framework to ensure that a company is managed in the best long-term interest of
stakeholders.
In accordance with our voting policy, we have opposed on resolutions concerning the approval of financial statements ordischarge or board election where:The company had not provided sufficient information on environmental and social issues, or on its CO2 emissions,or does not communicate nor does it want to constructively engage in relation to its business strategy to mitigate andadapt to climate changeVoting Report – 2020 - 13

The company is deemed to be at risk of breaching one or more principles of the UN Global Compact.7

In 2020, we opposed 451 resolutions at 66 companies for these reasons, a substantial increase compared to 2019 (61resolutions at 16 companies).
6.8 OTHER ASPECTS OF SHAREHOLDER ENGAGEMENTOther actions are complementary to our dialogue with issuers to improve practices:

We are actively engaged in investor networks focused on establishing strong corporate governance across markets.
At the International Corporate Governance Network (ICGN), our Global Head of Stewardship is a member of theboard, as well as member of the “Shareholder rights” and “GNIA” (Global Network of Investor Associations)committees. We are also an active member of Climate Action 100+.



In Europe, our Global Head of Stewardship chairs the "Corporate Governance" Committee of the French AssetManagement Association (AFG), is a member of the “Oversight committee” of the Best Practice Principles (BPP) andof the “Grand prix jury of the general meetings” in France. We also participate in the investment committee ofEumedion and the Institutional Investors Group on Climate Change (IIGCC) resolution sub group.

In the United States, we are member of the Council of Institutional Investors (CII), our Global Head of Stewardshipchairs the International Corporate Governance Committee and our Head of Stewardship for the Americas is a memberof CII’s Corporate Governance Advisory Council, and is a member of the Harvard Institutional Investor Forum
Advisory Council, and a steering committee member of the Investor Alliance for Human Rights.

In the Asia Pacific region, we are members of the Asian Corporate Governance Association (ACGA), and are
members of the ACGA’s working groups for Japan and China.

7 The 10 principles of the United Nations Global Compact are available at: https://www.unglobalcompact.org/what-is-gc/mission/principles

Voting Report – 2020 - 14

6.9 FOCUS – SOLIDARITY INVESTMENTS
Through its solidarity funds, mainly distributed in the framework of employee saving schemes, BNP Paribas AssetManagement invests and supports structures with a strong social impact in France. At the end of 2020, 29 non-profit
organisations, companies and microfinance funds had been supported, for a total amount of € 148 million.
Link to the solidarity brochure
We are committed to fully support our partners in our solidarity funds. Our support includes the following actions:

Being active shareholders: We invest through equity positions in 13 of our partners. As shareholders, we vote eachyear at general meetings. Resolutions are analysed and a discussion with the company is carried out if necessary,and we have been elected to serve as members of 4 supervisory boards.

Overseeing and monitoring investees: part of our role includes overseeing and monitoring closely the social
businesses we invest in. We meet at least once a year face-to-face with management and make an on-site visit every
two years. During our annual review, financial, governance and social issues are discussed in-detail. In 2020, we
carried out close monitoring from March onwards to analyse the impact of the health and economic crisis on ourpartner structures and provide them with the best possible support.

Reporting and transparency: we publish a report on social performance twice a year which includes social businesses’
performance against a list of customised indicators as well as a complete list of solidarity partners.

Link to the social performance report
Key figures for 2020
- AGMs voted on: 13- Of which by remote or physical presence: 10- Member of the Supervisory Board: 4- Meetings with management: 28

Voting Report – 2020 - 15

APPENDIX 1. STATISTICS OF THE MANAGEMENT COMPANY BNPP AM
FRANCE
1. GEOGRAPHIC BREAKDOWN
Within the Management Company BNPP-AM France, we voted at 7458 general meetings with votes mainly in Europe andNorth America, representing slightly more than 90% of our overall possible votes.
Number of meetings voted

Geographic breakdown

Europe533

71,5%

North America

138

18,5%

Japan

51

6,9%

Others

23

3,1%

Total

745

100 %

2. VOTING RESULTS
Within our voting scope, out of 745 general meetings voted,


We voted in favour of all items at 126 general meetings; andAt 619 general meetings (i.e. 83.1%) we voted against or abstained on at least one item.

Of 11 236 resolutions voted, 10 817 resolutions were submitted by companies and 419 by shareholders:

We supported 71.1% of the resolutions; andWe opposed 28.9% of the resolutions (abstained on 3.0% of the resolutions and voted against 25.9%).

3. OTHER POINTS
Cases where the portfolio management company considered that it could not comply with the principles set out in
its "voting policy" document
We have identified no conflicts with the principles of our voting policy.
Conflicts of interest that the portfolio management company has been required to handle when exercising the voting
rights attached to securities held by the AIFs that it manages.
We have identified no conflict of interest during this financial year.

8 745 general meetings voted out of 1 060

Voting Report – 2020 - 16

APPENDIX 2. LIST OF ENGAGEMENTS IN 2020 RELATED TO VOTING
Corporate
Accor
ACS
Aeroport de Paris SA
ageas SA/NV
Air Liquide
Airbus SE
AlstomAMG Advanced
Aon Plc
Apollo Hospitals
Enterprise Limited
Applus Services
ArcelorMittal SA
ArkemaAssicurazioni Generali
SpA
Atos SECountry
FranceSpain
FranceThe Netherlands
FranceThe Netherlands
FranceThe Netherlands
United Kingdom
India

Corporate
Enel
Enel Russia
Engie
Eni
Entegris Inc
E-On
EssilorLuxottica
Faurecia
FinecoBank S.p.A
First Solar Inc

Country
Italy
RussiaFranceItaly
USA
Germany
FranceFranceItaly
USA

Country
Switzerland
Belgium
FranceUSA
FranceFranceUnited Kingdom
Italy
FranceUnited Kingdom

USA
FranceCanadaChina

Corporate
Novartis
Ontex
OrangePepsicoPernod Ricard
Peugeot SA
Prudential
Prysmian Spa
Publicis Groupe
Reckitt Benckiser GroupPlc
Red Electrica
Renault
RepsolRexel

Spain
Luxembourg
France
Italy

Avio SpA
Axa
Banca Generali SpA
Banco Santander
Banque Cantonale
Vaudoise
Barrick Gold
Bayer
BBVA
Beifimmo
Bigben Interactive SA
BioGaia AB

Italy
France
Italy
Spain
Switzerland

Fiserv
Fnac Darty
Gran Tiera Energy
Great Wall Motor
Company
Groupe Bruxelles
LambertHamborner REIT
HCA Healthcare
Henkel KGaA
Hermes International
Hibernia REIT

Belgium

Royal Ahold Delhaize NV

Netherlands

GermanyUSA
Germany
FranceIrelandRoyal Philips
RWE
Sabre
SafranSanofiThe Netherlands
Germany
USA
FranceFranceSpain
FranceSpain
FranceIreland
IrelandSchneider Electric SE
Scor SE
Segro REIT Plc
Shurgard Self Storage
Siemens
Smurfit Kappa Group Plc

FranceFranceUnited Kingdom
Luxembourg
Germany
United Kingdom

FranceFranceUnited Kingdom
United Kingdom
FranceFranceUSA

Iberdrola
ID Logistics GroupImmobiliaria Colonial
Ingenico
Irish Continental Group
Irish Residential
Properties REIT Plc
Jazz Pharmaceuticals plc
Kering SA
Klepierre
KorianLagardère
LAR Espana
Legrand

BNP Paribas
Bouygues
Britvic plc
BT Group Plc
CapGemini
Carrefour
ComcastIrelandFranceFranceFranceFranceSpain
FranceSociété Générale
SodexoSolvaySopra Steria GroupSPIE SA
STMicroelectronics NV
SuezFranceFranceBelgium
FranceFranceNetherlands
FranceMichelin

FranceLeonardo

Italy

Swiss Re

Switzerland

Compagnie de Saint
GobainCompagnie Plastic
OmniumCovivio
Crédit Agricole

FranceLinde Plc

United Kingdom

Teleperformance

FranceFranceLogitech International SA

Switzerland

Thales SA

FranceFranceFranceL'OréalLundin Petroleum AB

FranceSwedenFranceNetherlands

CRH PLc
DanoneDassault Systemes
Delta Airlines
Deutsche Boerse AG
Deutsche Lufthansa
Deutsche Post AG
EdenredEiffage

IrelandFranceFranceUSA
Germany
Germany
Germany
FranceFrance

LVMH
Masmovil Ibercom SA
Medtronic Plc
Mercialys
Merlin Properties
Nacon SASU
Nestle SA
New Relic
NexansFranceSpain
United Kingdom
FranceSpain
FranceSwitzerland
USA
FranceTotal SE
Unibail-RodamcoWestfield
Unicredit
Valeo
Veolia Environnement
Vinci
VirbacVivendiWolters Kluwer
Worldline

Companies with board accessFranceCanadaGermany
Spain
Belgium
FranceSwedenSpain
FranceSpain
France

Italy
FranceFranceFranceFranceFranceThe Netherlands
FranceVoting Report – 2020 - 17

APPENDIX 3: ENVIRONMENTAL SHAREHOLDER PROPOSALSAs a responsible investor, we believe that Environmental, Social and Governance (ESG) issues may impact the value andreputation of entities in which we invest. We believe that exceeding 1.5°C of global warming above pre-industrial levels will
seriously affect humanity and the global economy. This, in turn, will affect the value of investments in the long run. Therefore,
companies should provide full disclosure on their carbon emission (scope 1, 2 and 3, when appropriate), and their commitment
to combat climate change and align with the aims of the Paris Agreement.
In 2020, BNPP AM voted on 34 environmental and climate change shareholders proposals, among which we have supported
the following 32 proposals (94.1%):
Company nameCountry

Meeting Date

Tyson Foods, Inc.

USA

06/02/2020

Bank of Montreal

RockwoolInternational A/S

CanadaDenmark

Proposal Summary
Report on Deforestation
Impacts in Company's Supply
Chain

BNPP AM Vote Rationale
Shareholders would benefit from additional
information on how the company is managing its
supply chain's impact on deforestation.

31/03/2020

Assess Bank's Lending
History and Financing Criteria
Regarding Fossil Fuel Loans
and Public Statements
Regarding Sustainability andClimate Change

Additional disclosure regarding the banks financing
criteria and nature of loans could be positive. This
resolution is in line with BNPP AM’s climate change
policy, geared to helping tackle climate change.

01/04/2020

Assess Environmental andCommunity Impacts from
Siting of Manufacturing
Facilities and Use of Water

Shareholders would benefit from additional disclosure
about the company's policies and practices regarding
facility siting and water use as well as provide a better
understanding of the company's management of risks.

The TorontoDominion Bank

Canada02/04/2020

Request to Adopt Targets for
Reducing Greenhouse Gas
Emissions

Fortum Oyj

Finland

23/04/2020

Include Paris Agreement 1.5degree Celsius Target in
Articles of Association

Phillips 66

USA

06/05/2020

T. Rowe Price
Group, Inc.

USA

12/05/2020

USA

14/05/2020

Union PacificCorporation

Report on Risks of Gulf Coast
Petrochemical Investments

This resolution is in line with BNPP AM’s climatechange policy, geared to helping tackle climatechange by introducing targets to reduce carbon
footprint.
This resolution is in line with BNPP AM’s climatechange policy, geared to helping tackle climatechange by aligning the business strategy with a 1.5°
world.
Shareholders would benefit from additional
information about how the company is assessing andmanaging risks related to its petrochemical operations
in areas prone to severe storms, flooding, and sea
level rise.

Report on and Assess Proxy
Voting Policies in Relation to
Climate Change Position

Incorporation of climate change consideration in
voting policies is in line with BNPP AM’s approach,geared to helping tackle climate change.

Report on Climate ChangeThis resolution is in line with BNPP AM’s climatechange policy, by providing extensive disclosure on
climate change.

Voting Report – 2020 - 18
Company nameCountry

Meeting Date

Proposal Summary

United Parcel
Service, Inc.

USA

14/05/2020

Report on Climate Change

YUM! Brands, Inc.

USA

14/05/2020

Report on Supply Chain Impact
on Deforestation

JPMorgan Chase &
Co.

USA

19/05/2020

Report on Reputational Risk
Related to Canadian Oil Sands,
Oil Sands Pipeline Companies
and Arctic Oil and Gas
Exploration and Production

JPMorgan Chase &
Co.

USA

19/05/2020

Report on Climate Change

Enphase Energy,
Inc.

USA

20/05/2020

United Airlines
Holdings, Inc.

USA

20/05/2020

Amazon.com, Inc.

USA

27/05/2020

Amazon.com, Inc.

USA

27/05/2020

Report on Reducing
Environmental and HealthHarms to Communities of Color

ChevronCorporation

USA

27/05/2020

Report on Climate Lobbying
Aligned with Paris Agreement
Goals

ExxonMobil
Corporation

USA

27/05/2020

Walmart Inc.

USA

03/06/2020

Resolution submitted by BNPP AM

Report on Sustainability

Report on Global WarmingRelated Lobbying Activities

Report on Management of Food
Waste

Report on Risks ofPetrochemical Operations inFlood Prone Areas

Report on Impacts of Single-Use
Plastic Bags

BNPP AM Vote Rationale
This resolution is in line with BNPP AM’s climatechange policy, by providing extensive disclosure
on climate change.
Shareholders would benefit from additional
information on how the company is managing its
supply chain's impact on deforestation.
Shareholders would benefit from additional
information about the company's policies andpractices to respond to rising reputational risks
and questions about its role in society related tothose issues.
This resolution is in line with BNPP AM’s climatechange policy, by providing extensive disclosure
on climate change.
Additional information on the company's
sustainability policies and practices would allow
investors to better assess the company's
management of related risks and opportunities.
This resolution was submitted by BNPP AM as
filer, encouraging the company to align its
lobbying efforts with the goals of the Paris
Agreement.
A report on the company's efforts to reduce foodwaste would allow shareholders to assess theeffectiveness of the company's food waste
programs, as well as provide a better
understanding of the company's food waste
reduction strategy.
A report on the company's efforts to reduce
environmental and health harms would allow
investors to better assess the effectiveness of thecompany's efforts to evaluate the environmental
and social impacts of its activities.
This resolution was submitted by BNPP AM as
filer, encouraging the company to align its
lobbying efforts with the goals of the Paris
Agreement.
Shareholders would benefit from the requested
report by providing them with additional
information on related public health risks andenable them to better assess the company's
management of related risks.
Additional information could be provided about
how the company will meet its sustainability
commitments while continuing to distribute singleuse plastic shopping bags, as well as theenvironmental impacts and company's
management of related risks.

Voting Report – 2020 - 19

Company nameCountry

Meeting Date

Proposal Summary

Restaurant Brands
International Inc.

Canada10/06/2020

Report on Comprehensive
Policy on Plastic Pollution andSustainable Packaging

Delta Air Lines,
Inc.

USA

18/06/2020

Report on Climate Lobbying
Amend Articles to Ban
Procurement of Electricity
Generated with Coal-Fired
Power
Amend Articles to Disclose
Plan to Align Investments with
Goals of Paris Agreement
Amend Articles to Add
Provision that Utility will
Operate to Realize Energy
Safety and Sustainability
Amend Articles to Add
Provisions Concerning
Management Based on CSR

Chubu ElectricPower Co., Inc.

Japan

25/06/2020

Mizuho Financial
Group, Inc.

Japan

25/06/2020

The Kansai
Electric Power
Co., Inc.

Japan

25/06/2020

The Kansai
Electric Power
Co., Inc.

Japan

25/06/2020

The Kroger Co.

USA

25/06/2020

Assess Environmental Impactof Non-Recyclable Packaging

Tokyo ElectricPower Co.
Holdings, Inc.

Japan

25/06/2020

Amend Articles to Withdraw
from Coal Fired Power
Generation

AGL Energy
Limited

Australia

07/10/2020

Approve Coal Closure Dates

The Procter &Gamble Company

USA

13/10/2020

Report on Efforts to Eliminate
Deforestation

Origin Energy
Limited

Australia

20/10/2020

Approve Energy Policy
Lobbying to Boost Economic
Development in response to
COVID-19 restrictions

Australia & New
Zealand Banking
Group Limited

Australia

16/12/2020

Approve Transition Planning
Disclosure

National Australia
Bank Limited

Australia

18/12/2020

Approve Transition Planning
Disclosure

Resolution submitted by BNPP AM

BNPP AM Vote Rationale
Shareholders would benefit from additional
information regarding the company's recyclable
packaging commitments and management ofrelated risks.
This resolution was submitted by BNPP AM as filer,
encouraging companies to align their lobbying
efforts with the goals of the Paris Agreement.
This resolution is in line with BNPP AM’s coal
policy, geared to helping tackle climate change byalignment the strategy with a 1.5° world.
This resolution is in line with BNPP AM’s climatechange policy, geared to helping tackle climatechange by alignment the strategy with a 1.5° world.
Shareholders will benefit from clear specification ofbusiness purposes as relates to the Company’s
mission, safety and sustainability.
This resolution is in line with BNPP AM’s coal
policy, geared to helping tackle climate change by
withdrawal from coal-fired power generation.
Shareholders would benefit from additional
information regarding the company's recyclable
packaging commitments and management ofrelated risks.
This resolution is in line with BNPP AM’s coal
policy, geared to helping tackle climate change byalignment of strategy with a 1.5° world.
This resolution is in line with BNPP AM’s coal
policy, geared to helping tackle climate change byalignment of strategy with a 1.5° world.
Shareholders would benefit from additional
information on the company's strategy to manage
its supply chain's impact on deforestation.
This resolution is in line with BNPP AM’s climatechange policy, encouraging companies to aligntheir lobbying efforts with the goals of the Paris
Agreement.
This resolution is in line with BNPP AM’s climatechange policy by aligning the strategy with goals of
the Paris Agreement.
This resolution is in line with BNPP AM’s climatechange policy by aligning the strategy with goals of
the Paris Agreement.

Voting Report – 2020 - 20

We have abstained on only two proposals for two companies with whom we have positive dialogue linked to climate change
and that have announced significant climate commitments as a result of Climate Action 100+ (CA100+) engagements.
Company nameCountry

Meeting Date

Proposal Summary

Total SEFrance29/05/2020

Instruct Company to Set and Publish Targets for Greenhouse Gas (GHG)
Emissions Aligned with the Goal of the Paris Climate Agreement and Amend
Article 19 of Bylaws Accordingly

Royal Dutch Shell
Plc

UnitedKingdom

19/05/2020

Request Shell to Set and Publish Targets for Greenhouse Gas (GHG)
Emissions

BNPP AM’s vote rationale on Total
Following two years of intensive dialogue with Total, the company has taken a major step towards net zero emissions by 2050
or sooner. Total’s announcements are more concrete than most of its peers: While it has not explicitly committed to net zero(scope 3) worldwide, it has announced a 60% or more reduction by 2050. Total had one of the highest absolute investments
in low carbon electricity in 2020, and it will increase its allocation to low carbon electricity to 20% before 2030. It has committed
for its oil and gas capex allocation to be assessed for consistency with the goals of the Paris Agreement, which guarantees asignificant transformation of its business. In addition, Total is committed to revising its targets at least every 5 years – in orderto evolve in tandem with policy changes and market and technological developments – as well as to actively advocate forpolicies that support delivery of net zero emissions.
While we welcome targets on absolute emissions as the resolution filed requests, we believe that we need to provide thecompany with appropriate flexibility on how it expects to align its activity with the aims of the Paris Agreement. Due to Total’s
tangible commitments and positive response to investors’ recent demands, BNPP AM voted abstain on the proposal.
BNPP AM’s vote rationale on Royal Dutch Shell
Before its AGM, Shell announced its ambition to become a net-zero emissions energy business by 2050 (covering Scopes 1,
2 and 3). The company also tightened its emission reduction target to 65% by 2050, with an interim target of 30% by 2035.
This is a significant step forward, which helps shareholders understand how the Company is working to align itself with theParis Climate Agreement.
We welcomed the company’s announcement and responsiveness to CA100+ request. Despite the announcement, Follow
This coalition decided to maintain the resolution.
The Company's climate strategy is considered at this time to be a sufficient and appropriate response to the matters raised in
the resolution. Therefore and while sharing the overall spirit of the resolution filed by Follow This, BNPP AM voted abstain torecognize Shell's responsiveness to the underlying concerns around climate change, as the company had made substantial
progress on climate as demonstrated by its recent announcement.