VOTING REPORT 2023
This report sets out how we applied our voting policy and exercised our voting rights on behalf our clients in 2023, including detailed statistics on thevotes we cast.
1.Governance and voting principles ................................................................................................................................................................................. 2
2. Main amendment to our voting policy for 2023 ............................................................................................................................................................ 2
3.Voting scope for 2023 ................................................................................................................................................................................................... 3
4.Voting statistics for 2023 ............................................................................................................................................................................................... 3
4.1 Geographic breakdown .............................................................................................................................................................................................. 3
4.2 Voting results .............................................................................................................................................................................................................. 4
4.3 Votes against and abstensions, by resolution type .................................................................................................................................................... 5
4.4 Shareholder proposals ............................................................................................................................................................................................... 6
5.Company dialogue ........................................................................................................................................................................................................ 8
5.1 Dialogue with issuers ................................................................................................................................................................................................. 8
5.2 Evaluation of our dialogues ........................................................................................................................................................................................ 8
5.3 Engagement Campaign on board diversity ................................................................................................................................................................ 9
5.4 Examples of engagement ......................................................................................................................................................................................... 10
5.5 Promotion of environmental and social disclosure ................................................................................................................................................... 12
5.6 Driving good governance practice around the world ................................................................................................................................................ 13
5.7. Focus on Solidarity investments .............................................................................................................................................................................. 13
Appendix 1. Statistics related to the management company bnpp am europe .............................................................................................................. 15
Appendix 2: Proposals on environmental and social issues .......................................................................................................................................... 16
Disclaimer ....................................................................................................................................................................................................................... 31

BNP Paribas Asset Management is the source for all data in this document as at end December unless otherwise specified.
The issuers mentioned in this report are mentioned for information purposes only and should not be considered as an investment recommendation.

Voting Report– 2023 - 2

1. GOVERNANCE AND VOTING PRINCIPLES
BNP Paribas Asset Management (BNPP AM’) believes that promoting the best corporate governance practices is one of ouressential duties as a responsible investor. 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 that ensures 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 (AGMs) is a key component of our ongoing engagement with companies in which we invest
on behalf of our clients and forms an integral part of our investment process. We are committed to ensuring1 that we
consistently exercise the voting rights associated with shares held in Undertakings for the Collective Investment ofTransferable 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 deliver our ownership
responsibilities. The policy outlines our key governance and voting principles, describes our proxy voting process, and setsout guidelines that highlight, for each ballot item, best practices and issues that may trigger an ‘oppose’ or ‘abstain’ vote. We
cast our votes according to each company's specific circumstances.
This document is available on our website https://www.bnpparibas-am.com/en/sustainability-documents/. Moreover, we
publish our votes, by issuer and by resolution, on our website.2

2. MAIN AMENDMENT TO OUR VOTING POLICY FOR 2023
Each year, we review our Governance & Voting Policy to adapt it to current market practices and remaining challenges in thefields of corporate governance, and environmental and social responsibility. Our 2023 Governance and Voting Policy again
strengthens and reinforces our expectations in these areas, specifically by:
Raising the gender diversity thresholds for boards of directors to:••

35% in mature countries, i.e., for Europe, North America, Australia, New Zealand and South Africa, with exceptions
possible in cases where the proportion of women is between 20-35%.
20% threshold in emerging countries, i.e., for all other markets with exceptions possible in cases where the proportionof women is between 10-20%.

Introducing an ethnic diversity expectation for North America, UK and Ireland:•

Voting against incumbent directors who are members of the nomination committee if the board has no apparent
racially or ethnically diverse composition (based on ISS’ definition) for North America, UK and Ireland.

1 Taking into account technical and legal aspects.
2 Details of our vote available here: https://vds.issgovernance.com/vds/#/MTc3MQ==/Voting Report – 2023 - 3

Introducing a new board opposition rule where companies have dual-class shares:••

Voting against incumbent nomination and/or governance committee members (or the Board chair in absence of suchcommittees) at companies with a dual-class share system with differential voting rights (including preference shareswith no voting rights system).
Setting an exception rule for new IPOs with a sunset clause within 5 years after their IPO.

3. VOTING SCOPE FOR 2023
Each year, we monitor the total votable shares of the portfolios we manage and assess the percentage of votes exercised
during the year in alignment with our Governance and Voting Policy. Selection of the shares for which we exercise voting
rights aims to concentrate our efforts on positions that are widely held across our portfolios, and to participate in shareholder
meetings of companies in which our collective investment schemes hold a significant portion of the capital.
Our voting scope comprises 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; orAd-hoc demand.

In 2023, our scope was broader than UCITS3 with mandates, representing around €68 billion of assets under management.
This represented nearly 52%4 of all meetings held by companies in all of our UCITS with mandates and 79% of ballots voted.5

4. VOTING STATISTICS FOR 2023
4.1 GEOGRAPHIC BREAKDOWN
During 2023, we voted at 1,931 general meetings, primarily in Europe, reflecting the geographic distribution of our assets
under management.
Geographic breakdown of our votesYear

Meetings
voted

2023

1,931

2022

1,976

2021

2,098

EuropeNorth
America

Others

898

540

414

79

47%

28%

21%

4%

908

526

432

110

46%

27%

22%

6%

974

554

467

103

46%

26%

22%

5%

3 Undertakings for Collective Investment
4 Full voting scope represented 1,931 general meetings voted out of 3,677 possible in 2023
5 18,156 ballots voted, out of 22,927 votable ballots

APAC

Voting Report – 2023 - 4

4.2 VOTING RESULTS
Of the total of 1,931 general meetings:••

At 261 (14%) we voted in favour of all items (vs. 16% in 2022)
At 1,670 (86%) we voted against or abstained on at least one item (vs. 84% in 2022)

Of 25,998 resolutions voted, 25,115 resolutions were submitted by companies and 873 by shareholders.
Among the resolutions submitted by companies (i.e., excluding shareholder proposals):••

We voted in favour of 64% of management resolutions (15,932 resolutions)
We opposed 36% of management proposals (we abstained on 905 items and voted against 7,884 items).

Over the past three years, we have maintained a high opposition rate. This is because we set high expectations in all areas
and because we review every item on every agenda and make our own voting decisions – a rare practice among large asset
managers. This year the percentage of votes against management was 36%, 3 percentage point higher than in 2022 and2021.
Geographic zone

Total

EuropeNorth America

APAC

OthersManagement Resolutions
Voted on

25115

14420

6317

3587

791

15932

10565

2885

2058

424

8278

3311

3396

1374

197

905

544

36

155

170

Total Opposition Rate
(abstained or against) 2023

36%

27%

54%

43%

46%

Total Opposition Rate
(abstained or against) 2022

33%

23%

52%

38%

53%

Total Opposition Rate
(abstained or against) 2021

33%

24%

50%

42%

45%

Voted forVoted against
AbstainedVoting Report – 2023 - 5

4.3 VOTES AGAINST AND ABSTENSIONS, BY RESOLUTION TYPE
MANAGEMENT PROPOSALSThe table below outlines percentages of votes against or on which we abstained by category.
Total

Board
electionsExecutivepay

Financial
Operations

RoutineBusiness andother6

Shareholder
proposals

25988

12621

3924

2431

6139

873

Voted for

16509

7343

1943

1459

5187

577

Voted against

8476

4878

1695

842

863

198

Abstained

1003

400

286

130

89

98

Total Opposition Rate (abstainedor against) - 2023

36%

42%

50%

40%

16%

34%

Total Opposition Rate (abstain oragainst) - 2022

33%

36%

61%

38%

13%

28%

Total Opposition Rate (abstain oragainst) - 2021

33%

37%

60%

39%

12%

30%

Total voted

Our opposition principally related to three key topics (excluding shareholder proposals that are analysed below): executive
compensation, financial operations and board elections.
EXECUTIVE COMPENSATION (50% OF OPPOSITION VS. 61% IN 2022)

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.);• Compensation practices were not in line with stakeholders’ interests, with excessive or disproportionate amounts
relative to the company’s performance;• Absence or weak Environmental, Social and Governance (ESG) performance criteria, not clearly linked to thecompany’s sustainability strategy;• A “pay for failure” approach based on insufficiently challenging performance criteria; and/or• Compensation not oriented towards rewarding good long-term performance.
FINANCIAL OPERATIONS (40% OPPOSITION VS. 38% IN 2022)

We opposed management proposals related to financial operations, which generally request a share capital increase, for thefollowing reasons:• The global volume was considered too significant (i.e. where authorisations exceeded 50% of the share capital); or• A share capital authorisation was proposed without pre-emptive rights and without a specific objective (more than 5%of share capital or 20% with a specific purpose) which leads to excessive dilution for current shareholders.
We also voted systematically against all anti-takeover devices.
6

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

Voting Report – 2023 - 6

BOARD ELECTIONS (42% OPPOSITION VS. 36% IN 2022)

Our votes in opposition to individual directors generally indicate our belief that there is weak corporate governance and anissue related to the balance of power. Most votes against directors fall into the following categories:• A non-independent director with insufficient overall board independence;• Non-compliance with our expectations on gender diversity;• Directors with poor attendance or term of mandate exceeding four years.
4.4 SHAREHOLDER PROPOSALSSHAREHOLDER PROPOSALS WE VOTED ON

Shareholder proposals on ESG issues are becoming increasingly common. In 2023, 873 shareholder proposals were
proposed worldwide; this was down from 990 in 2022, and up from 826 in 2021 and 754 in 2020. Because these resolutions
are proposed by groups of institutional shareholders with a strong commitment to drive better company performance onparticular issues, or by stakeholders like NGOs that work with investors, they are usually opposed by management. Therefore,a vote in favour of the proposal is a vote against management’s recommendation.
Our principle is to vote in favour of shareholder proposals when they are in line with the long-term interests of the company
and the action requested is warranted given the prevailing practices of the company. However, we abstain when we believe
the proposal not to be appropriate to the company’s specific circumstances or if the request being made is already happening
in practice.
Our rate of support for shareholders’ proposals decreased but remained quite high in 2023: 66% vs. 72% in 2022.
Specifically, we again demonstrated very strong support for social proposals (94% in 2023 vs 99% in 2022) and forenvironmental related proposals (85% in 2023, vs 90% in 2022)7.

Shareholder proposals(Global)Resolutions
voted onVoted against

Abstained

Voted for873

198(23%)98(11%)

577(66%)FILING SHAREHOLDER PROPOSALSIn 2023, we continued our leadership on the topic of shareholder proposals We submitted ten shareholder proposals: 8
proposals in Italy on Corporate Governance and two proposals in Americas on environmental topics.
Italy: Proposals with Assogestioni: Objectives: The slate voting mechanism in Italy to elect directors and statutory auditorsof listed Italian companies, selected, and proposed by shareholders, including institutional investors. Assogestioni proposedon most of Italian companies a list of only independent directors (e.g. 3 seats usually) to be elected, and there is another list
proposed usually by the first shareholders: Most of votes happened every 3 years, and Assogestioni used a head-hunters
and independent selection process to choose candidates.

7 Social and environmental related proposals based on BNPP AM classification.

Voting Report – 2023 - 7

Activity: We filed shareholder proposals with Assogestioni list in Italy with the “Voto di lista” system. In total, we participatedof the filing with 8 companies to elect independent directors: Autogrill; Brunellocucinelli; Finecobank; Terna; Poste Italiane;
Eni Spa; Enel Spa and Mediobanca
Outcome: All 8 companies got directors elected from the Assogestioni list which allowed to reinforce governance andindependence level at those companies.
US: Environmental proposals:
Although we have celebrated an increasing number of majority votes on shareholder proposals in the U.S. that raisesustainability issues, majority votes are rare. The purpose of submitting a proposal is not to win the vote, but to effect a change
in corporate practice. Negotiated withdrawals of shareholder proposals can be more meaningful than strong vote results
because they are based on dialogue and an effort to reach agreement that is acceptable to both sides. Sometimes it can takeyears of proposals resubmissions before a company is willing to come to the table and negotiate. We co-filed at twocompanies’ AGMs this year.
Paris-aligned Climate Lobbying: UPS
Context: We are working to encourage companies to align their direct and indirect climate lobbying activities (i.e., those
conducted by their industry associations) with the temperature goals of the Paris Agreement. Specially, we ask companies to
produce annual reports on these efforts, consistent with the Global Standard on Responsible Climate Lobbying, which wehelped to launch.
Activity: In 2022, we co-filed a shareholder proposal at the AGM of United Parcel Service (UPS) with Mercy Investment
Services, requesting that the company publish its first climate lobbying report. This advisory resolution received a 33% voteat the company’s 2022 AGM. As discussions with the company did not appear to be making progress during the remainderof the year, we resubmitted the proposal for the 2023 proxy season. We had further discussions with the company in early
January; the tone of the conversation was far more constructive.
Outcome: In late January, we reached agreement with UPS to publish its first climate lobbying report, no later than the second
quarter of 2024. In exchange, we withdrew the shareholder proposal and, due to the timing, agreed not to resubmit the
proposal for next year.
Archer Daniels Midland (ADM): Eliminating Native Vegetation Conversion from Global Supply Chains
Context: Non-forest biomes, such as the Brazilian Cerrado, are critical ecosystems that harbour substantial biodiversity as
well as providing key ecosystem services, including water yield and carbon sequestration. In recent years, the Cerrado, which
receives less legal protection than the Amazon, has seen substantial conversion for agriculture. Archer Daniels Midland (ADM)
is a systemically important commodity trader and, in our view, lagged its peers in its approach to native vegetation conversion(NVC).
Objective: Our goal is to convince ADM to expand its deforestation commitment to include a time-bound commitment toeliminate native vegetation conversion (NVC) from its global supply chains. Our request is consistent with a joint message
conveyed at COP27 by the United Kingdom and United States, highlighting the critical importance of NVC commitments.
Activity: In the fourth quarter of 2022, we submitted a shareholder proposal to the company, seeking an independently verified
commitment to eliminate NVC from ADM’s supply chains by 2025. We ultimately withdrew that proposal in exchange for anagreement by ADM to publish - with the assistance of one or more credible independent third parties - a report assessing thefeasibility of amending ADM's no deforestation commitment for its highest risk South American supply chains (corn and soy)to be NVC-free by 2025. In addition, the company agreed to adopt a time-bound commitment no later than six months afterVoting Report – 2023 - 8

publication of the report, based on the results of the feasibility assessment. ADM also agreed to consult with the investors
during this process.
During the fourth quarter, ADM updated its Policy to Protect Forests, Biodiversity and Communities to commit to eliminating
NVC or the repurposing of wild land for crops such as soy and corn, from its supply chains for ‘high risk areas’ by 2025 fordirect suppliers and by 2027 for indirect suppliers. The policy defines the Brazilian Amazon, Cerrado and Pantanal biomes aswell as the Paraguayan and Argentinian Chaco as ‘high-risk’ areas for native vegetation conversion. The policy establishes a2025 cut-off date for NVC in these areas for all suppliers, meaning that land conversion beyond 2025 will not be permitted.
The 2027 date for indirect suppliers provides the company with the additional time they believe is needed to confirm
compliance with their policy.
We met with ADM executives to discuss their feasibility study and to receive further details on these new commitments.
Although we would strongly prefer to see a 2025 compliance or ‘target’ date for ADM’s indirect suppliers, we do appreciate
the rigor with which the company plans to pursue verification that indirect suppliers are conversion-free and the fact that these
new commitments have been made ahead of schedule. In addition, when companies set cut-off dates in the future, there is arisk that they may be incentivizing further conversion up to that deadline. We stressed to the company the critical importanceof taking all available steps to prevent increased conversion until the 2025 cut-off date, as well as working to encouragerehabilitation and restoration of degraded land. Nevertheless, we believe these new commitments represent important
progress. We look forward to the publication of ADM’s feasibility report, which paved the way for these important commitments.
Outcome: ADM adopted new commitments in response to our shareholder proposal and will soon be publishing the feasibility
study that led to the adoption of these commitments. Although we sought a commitment to eliminate NVC from ADM’s supply
chains by 2025, and ADM will not be able to ensure that its indirect suppliers are compliant until 2027, we are pleased with
ADM’s responsiveness and hope these new commitments will have systemic impact on key biomes throughout Latin America.

5. COMPANY DIALOGUE
5.1 DIALOGUE WITH ISSUERS
Our engagement with issuers is intended to enhance the long-term value of our shareholdings and to foster corporate
governance best practice, social responsibility, and environmental stewardship.
During the proxy season, we engage in dialogue with companies either on our own initiative or at the request of the issuer,
and we generally concentrate on our largest holdings. The goal of these engagements is:•••

To communicate our voting policy to prepare for the next general meeting of the issuer in order for companies to aligntheir resolutions to our voting policy;
To obtain additional information on individual voting proposals; andTo express our concerns about specific resolutions that contradict our voting policy.

5.2 EVALUATION OF OUR DIALOGUES
We consider a voting-related engagement to be successful if the company withdraws the proposal we are opposing, or if wechange our vote in favour of the proposal after a modification of the resolution from the issuer, or where we obtain additional
information and/or the company agrees to our request.

Voting Report – 2023 - 9

During the 2023 proxy season, we had 169 interactions with 91 companies related only to voting issues, compared to 210
interactions with 106 companies in 2022. Of these engagements, 31 were successful (34%), Where our engagement does
not lead to the company making the changes we request, and does not indicate it will consider them, we escalate our concerns
by voting against selected items on the agenda, in line with our voting policy.
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.
5.3 ENGAGEMENT CAMPAIGN ON BOARD DIVERSITY
One set of expectations in our voting policy is that Boards have sufficient independence and gender diversity. Extensive
evidence shows that companies with more diverse boards and/or management teams generate more sustainable value
creation over the long term. Our goal is for 40% of all Board members to be women by 2025 in all markets. We set out our
expectations on gender diversity in our 2023 voting policy: for Europe, North America, Australia, South Africa and New
Zealand, we expected a minimum of 35% female board membership, and in Latin America, Asia, Middle East and Africa (ex.
South Africa) our threshold was 20%. (Under certain conditions, we will support boards with a ratio just below this, for example,
if the company has made significant improvements in recent years or commits to reaching our thresholds within two years.)
In 2023, as in previous years, to advance our goal, we identified 38 companies (13 in Europe, 11 in North America and 14 inAPAC) held in our active equity portfolios to engage with because their board diversity was not in line with our expectations.
OutcomeNumber%Positive

11

29%

Partial821%

Negative

19

50%

Details
The company reached our gender diversity threshold and, as a result, we voted in favour ofboard elections when other considerations did not apply, in line with our voting policy.
We were able to apply our exceptions in line with our voting policy, but the company has not
yet reached our gender diversity threshold (exceptions include relative improvement,
commitment to reach 40% in 2025, etc.).
We opposed the election of all male directors, due to a lack of improvement on gender
diversity (in addition to other possible reasons, e.g., lack of independence).

Example of a vote linked to our engagement on gender diversity
Vonovia SE: We engaged with the company in March 2023, as the Supervisory board’s female representation had stood at
33% for a few years while the minimum threshold of our voting policy for Germany is now 35%. As such, we raised the concernthat we would no longer be able to support male director elections at the 2023 AGM should the gender diversity ratio remain
the same. The company was responsive and confirmed that board elections would aim to reach 50% male to female ratio at
the 2023 AGM. We were thus able to vote in favour of most board (re)elections – which were all adopted by shareholders.
We are satisfied that Vonovia SE’s Supervisory board has now reached gender parity.

Voting Report – 2023 - 10

5.4 EXAMPLES OF ENGAGEMENTEngagement related to voting on environmental and social topics issues
Case study 1: Poor health and safety practices and related governance at Norfolk Southern Corporation
Context: On February 3, 2023, a Norfolk Southern train carrying hazardous materials derailed in Ohio, resulting in substantial
harm to the local community and environment. The Environmental Protection Agency (EPA) and Department of Justice (DoJ)
filed a civil complaint against the company, alleging a violation of the Clean Water Act. Local community members andbusiness owners, as well as the state of Ohio, also filed lawsuits. According to media coverage, the company’s accident rate
jumped 80% between 2013 and 2022, with 27% more accidents, significantly worse than the industry average. Further, thecompany has been accused of cutting workers, lengthening trains and lobbying against safety measures to drive shareholder
value. The National Transportation Safety board is investigating the company’s safety culture. Post-accident, the CEO pledged
US$6.5 million to help those affected by the chemical spill but refused to back away from the company’s plan to spend US$7.5
billion on share buybacks.
Vote: We chose to vote against all members of the Board to signal our serious concern that safety issues do not appear to
be receiving sufficient attention. The intention to proceed with the buyback plan during this high-profile disaster – an accident
that may have been prevented had the appropriate safety measures been taken – underscored the need to send a strong
signal to a board that does not appear to be putting our best interests first. However, investors overwhelmingly re-elected the
Norfolk Southern board.
Further engagement: We continue to monitor the company’s performance and the related lawsuits during 2024.
Case study 2: Weakened deforestation commitments at Procter & Gamble (P&G)
Context: In May 2023, P&G updated its Forest Commodities Policy, removing a commitment to end forest ‘degradation’ –practices that significantly impair a forests’ ability to continue to produce various ecosystem services, without converting theforest to non-forest uses (deforestation). The commitment on degradation had been in P&G’s policy since 2021, following amajority vote on a shareholder proposal submitted by Green Century Asset Management.
Activity: We submitted questions during P&G’s ESG Virtual Conference call about the removal of ‘degradation’ from thecompany policy and the implications for its supply chain. The company responded that degradation was removed to avoid
confusion over multiple definitions of ‘degradation’, but nothing had changed in practice. This was the only time during thebriefing that this issue was mentioned and may be the only public explanation – or acknowledgment - the company has
provided for the change. Following the ESG briefing, we had two calls with P&G executives to discuss the change in policy
and get a better understanding of P&G’s oversight of the harvesting of pulp from the Canadian Boreal for its premium tissue
products, including Charmin toilet paper. Prior to our first call, we submitted a lengthy set of questions, to which P&G provided
a partial written response. Our discussion covered certification schemes, Canadian forestry policy, the impact of the EU
Deforestation Regulation, woodland caribou protection, the protection of “intact forest landscapes” (IFLs), and P&G’s efforts
to replace virgin fibre with more sustainable alternatives.
Vote: Members of the P&G founding family initiated a ‘Vote No’ campaign, asking investors to vote against the CEO andcertain directors at the company’s upcoming annual general meeting, due to the company’s change in policy and concernsthat the company was not taking sufficient action to address deforestation and forest degradation. In response, we requested
a call with the targeted directors, but our request was denied. As we remain unconvinced that P&G is effectively managing
this critical risk, we chose to vote against all incumbent directors and will write to the company to explain our rationale.

Voting Report – 2023 - 11

Further engagement: We continue to evaluate P&G’s disclosures and responses to our questions and will be working todevelop a clear strategy to encourage improvements to the company’s approach to deforestation.
Engagement to improve governance and inform our votes.
Case study 1: Welcome trend of European companies splitting CEO and Chair
Context: We maintain a regular dialogue with companies and have long sought a split in the role of CEO and Chair as we
believe it is in shareholders’ best interests for these roles to be split. One of the board’s most critical functions is to oversee
management, including the CEO. When the Board is chaired by the CEO, we believe this critical role can be severely impaired.
Activity: We have raised with Air Liquide, Schneider Electric and Alstom many times in recent years our view that they should
split the Chair / CEO role, including during 2023.
Outcomes: We were pleased that all three companies split these roles in 2023. This move brings these companies into linewith good governance practice and our position and request. We continue the engagement with companies in order to keep
the role split over the long term, especially for companies with former CEO becoming Chair.
Case study 2: Stellantis improves remuneration package structure
Context: We believe that executive compensation plans should be aligned with the long-term performance of the company,
discourage irresponsible risk-taking, strengthen employee loyalty, take into consideration their impact on inequality and foster
inclusive growth. As we did not believe that the Say-on-Pay proposals put forward by Stellantis management at the 2022 AGM
reflected these principles, we voted against them, as did many other shareholders. The proposal was rejected.
Activity: We continued to engage with the company after the 2022 AGM and into 2023 to improve its compensation policy.
We had three meetings dedicated to remuneration issues in the run up to the 2023 AGM with Investor Relations, Corporate
Counsel, and a member of the Executive Committee.
Outcomes: We achieved some but not all of our objectives. In line with our requests, the revised remuneration policy put tothe 2023 AGM removed the time-based long-term plan and provided for equity awards to be fully performance based. The
2023 grant no longer allows below-median total shareholder return vesting. The company also provided more transparency
ex-ante and ex-post about the performance criteria and the exceptional bonus. As the new remuneration policy was better
than the previous one, we voted for it. However, the company did not change the exceptional awards granted and distributed
time-based long-term plan awards in 2022. We therefore did not vote in support of the two items relating to the remuneration
reports. By improving its remuneration policy, the Board should have better incentivised the executives to deliver both goodsustainability outcomes and financial results. We will continue to engage with Stellantis on other aspects of its remuneration
practices that do not align with our expectations.
Case study 3: Total Energies SA removes differential voting rights
Context: A key tenet of good governance is respect of the ‘one-share, one vote’ principle. This ensures equal treatment of allshareholders by aligning control via voting rights with economic interest and, therefore, investment risk. We have longenshrined the expectation of ‘one-share, one-vote’ in our voting policy and engage with companies where this is not the case.
Activity: The objective of this engagement was to convince the company to remove the differential voting rights structure inits by-laws. (The company allowed tenure voting rights, which in practice were only applicable to limited number of investors

Voting Report – 2023 - 12that have registered shares and not to institutional investors). Members of the Stewardship and ESG research teams haveengaged with Total on corporate governance issues for over more than 10 years. We regularly raised our concerns about thelack of a one-share, one vote structure (among other governance and climate topics.)
Outcomes: We strongly welcomed the move by Total Energies’ management of proposing at the 2023 AGM to remove thedifferential voting rights by amending the bylaws. We voted in favour of the proposed amendment as we consider it positive
to shareholders' interest. The amendment was approved by the AGM. Engagement will continue in the future, on otherfeatures of governance that needs improvement.
Case study 4: Securing good end of tenure CEO remuneration at Société Générale SA
Context: A key item on the agenda of 2023 AGM was the announcement of the CEO transition as of May 2023, with thenomination of Mr. Kruppa to replace Mr Oudéa. Being CEO of the bank since 2008 and having duly announced his departureduring the 2022 AGM, Mr. Oudéa was to be considered to be a ‘good leaver’.
Activity: We held an engagement meeting with the Chair of the Board of directors from in January 2023 to discuss various
corporate governance matters. A follow-up meeting was held in February to discuss the remuneration terms and highlight ourconcerns with regards to Mr. Oudéa’s proposed termination package, specifically that it his variable remuneration for the timespent as CEO should be pro-rated. We also made some proposals to strengthen the structure of the bonus and the weighting
and nature of the ESG metrics.
Outcome: Following our exchanges, the Chair of the Board issued a letter in May stating that the company had considered
our views and would pro-rate the CEO’s long-term incentive plans for 2019, 2020 and 2021 according to the time spent inposition. It also stated that Mr. Oudéa would not be awarded any long-term incentives for 2022 and 2023. In addition, thecompany decided to change the structure of the bonus to increase the portion tied to financial criteria (from 60% to 65%) andincrease the share of ESG criteria in the LTIP (from 20% to 33%), replacing the criterion on ESG ratings performance by amore operational performance target on the climate alignment of lending portfolios, as we had suggested. These decisions
allowed us to support the Remuneration Policy – which was approved at 78.7% by shareholders.
Case study 5: Improving ESG metrics in remuneration packages at Danone SA
Context: In order to achieve strategic commitments on sustainability issues, it is critical that companies embed appropriate
metrics within their remuneration policies to incentivise and reward their delivery.
Activity: We engaged with Danone SA ahead of its AGM to discuss certain items on the agenda. We had particular concerns
relating to the ESG criteria proposed for the long-term incentive plan. The company proposed to continue to use only itsscores on the CDP Climate Change, Water and Forests programmes. We reiterated our view, expressed many times
previously, that this approach does not properly relate to, nor capture, the CSR objectives and strategy of the company, nor
its priorities. Moreover, as Danone has long been given a high ranking by CDP, these criteria are not challenging. We
articulated our view that the company should replace the CDP ratings with internally set objectives that are more closely linked
to its sustainability goals.
Outcome: The company decided to amend its remuneration policy and long-term plan criteria. It agreed to replace the CDP
criteria with three indicators linked to health (with reduction target for sugar in products intended for children), climate(reduction of GHG emissions across its entire value chain, i.e., scopes 1, 2 and 3) and social (employee engagement levelvs. an external benchmark). We strongly welcome this positive change, in line with our request.
5.5 PROMOTION OF ENVIRONMENTAL AND SOCIAL DISCLOSURE

Voting Report – 2023 - 13

Where companies do not meet our expectations in relation to various environmental and social expectations, as set out in our
voting policy, we oppose management resolutions on the approval of financial statements, discharge of the board, or (re-)
election of directors (depending on the market). In 2023, we opposed 1,521 resolutions at 271 companies for thesereasons (71% related to our climate-related expectations, 17% related to our Responsible Business Conduct policy, 6%
related to our biodiversity-related expectations and 6% linked to low ESG scores) – a substantial increase compared to 2022
(1,391 resolutions at 248 companies).
ESG topic
Responsible Business Conduct policy
Climate-related expectations
Biodiversity-related expectations
Low ESG score
Total

No. ofresolutions% of total8

264
1080
91
86
1,521

17%
71%
6%
6%

No. ofcompanies’
meetings
32
200
27
12
271

% of companies’
meetings
12%
74%
10%
4%

5.6 DRIVING GOOD GOVERNANCE PRACTICE AROUND THE WORLD
We take part in a wide range of organisations to advance good governance practice around the world:•

We are active in several 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 the board,
Chair the Audit and Risks Committee, and is as well member of the ‘Human Capital’ and ‘GNIA’ (Global Network of
Investor Associations) committees. We are also actively involved with a range of UN PRI-organized corporate
engagement and public policy workstreams, an active member of Climate Action 100+, and a Global Network Initiative
board member.

•

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) in
France. We also participate in the investment committee of Eumedion.

•In the United States, we are a member of Ceres and the Council of Institutional Investors (CII).

•

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

5.7. FOCUS ON SOLIDARITY INVESTMENTS
Through our solidarity funds, mainly distributed in the framework of employee saving schemes, BNP Paribas AM invests inand supports structures with a strong social impact in France. At the end of 2023, we supported 30 non-profit organisations,companies and microfinance funds through the investment of EUR€174 million.
Link to the social performance report 9
We are committed to fully supporting our partners in our solidarity funds. Our support includes the following actions:8 Figures may not sum to 100% due to rounding errors.

9 BNPP AM voting policy mentioned above does not apply to solidarity investments

Voting Report – 2023 - 14•

Being active shareholders: We invest through equity positions in 19 of our partners. As shareholders, we vote eachyear at general meetings. Resolutions are analysed and a discussion with the company is held if necessary, and wehave been elected to serve as members of six supervisory boards.

•

Overseeing and monitoring investees: Part of our role includes overseeing and monitoring closely the social
businesses in which we invest. 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
2023, we continue to closely monitor and analyse the impact of the health and economic crisis on our partner
structures and provided them with the best possible support.

•

Reporting and transparency: We publish a report on social performance once 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 SDG brochure
Key figures for 2023
- AGMs voted on: 19- Of which by remote or physical presence: 6- Member of the Supervisory Board: 6

Voting Report – 2023 - 15

APPENDIX 1. STATISTICS RELATED TO THE MANAGEMENT COMPANY
BNPP AM EUROPE
1. GEOGRAPHIC BREAKDOWN
In relation to the activities of Management Company BNPP-AM Europe, we voted at 820 general meetings10, mainly inEurope and North America, representing slightly more than 90% of all possible votes.
Number of meetings
voted

Geographic
breakdown

Europe586

71%

North America

182

22%

APAC

49

6%

Others

3

0%

Total

820

100 %

2. VOTING RESULTS
Within our voting scope, out of 820 general meetings voted,••

We voted in favour of all items at 98 general meetings; andAt 722 general meetings (i.e., 88%), we voted against or abstained on at least one item.

Of 12,872 resolutions voted, 12,325 resolutions were submitted by companies and 547 by shareholders:• We voted in line with the management proposals at 68% of the resolutions; and• We voted against the management proposals at 32% of the resolutions.
3. OTHER POINTS
Cases where the portfolio management company considered that it could not comply with the principles set out inits ‘voting policy’ document.
We 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 identified no conflicts of interest during this financial year.

10

820 general meetings voted out of 1,080

Voting Report – 2023 - 16

APPENDIX 2: PROPOSALS ON ENVIRONMENTAL AND SOCIAL ISSUES
We consider environmentally and socially focused proposals at AGMs to be ‘significant votes’. We therefore describe ourrationale for each of these votes11, in line with the Shareholder Rights Directive II. As a responsible investor, we believe that
ESG issues may impact the value and reputation of entities in which we invest.

1. PROPOSALS SUBMITTED BY SHAREHOLDERS
1.1 PROPOSALS SUPPORTED BY BNPP AMENVIRONMENTAL PROPOSALSIn 2023, BNPP AM voted on 131 environment and climate-related proposals12, including 109 proposed by shareholders and
22 submitted by management. Of these, we supported the following 93 shareholder proposals (85%):

ENERGY TRANSITION

Resolution approved* Resolution supported by management

CLIMATE-RELATED LOBBYING
Company NameCountry

Meeting
Date

Proposal
NumberToyota Motor Corp.

Japan

14-Jun-23

4

Proposal Text
Amend Articles to Report on Corporate Climate Lobbying Aligned with Paris
Agreement% of votes
For
15.1%

BNPP AM’s Rationale:
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns with the Investor Expectations on Corporate Climate Lobbying, which we co-developed in 2018. This
includes ensuring that direct and indirect lobbying efforts support the goals of the Paris Agreement. We and other investors
will benefit from the requested information/action because it enables us to better assess the company’s climate and ESG
performance, and to make associated investment decisions.
APPROVE, ADOPT OR REPORT ON CLIMATE TRANSITION PLAN (SAY ON CLIMATE VOTE) AND/OR ASSOCIATED SCENARIOS, ANALYSIS
OF IMPACTSCountry

Meeting
Date

Proposal
NumberCanada04-Apr-23

5

SP 2: Advisory Vote on Environmental Policies

16.8%

Canada04-Apr-23

4

SP 1: Advisory Vote on Environmental Policies

17.5%

Canada05-Apr-23

G

SP 7: Advisory Vote on Environmental Policies

18.8%

Santos Limited

Australia

06-Apr-23

6b

Approve Capital Protection

18.2%

Bank of Montreal

Canada18-Apr-23

A

SP 1: Advisory Vote on Environmental Policies

16.1%

The TorontoDominion Bank

Canada20-Apr-23

6

SP 3: Advisory Vote on Environmental Policies

21.4%

Company Name
Canadian Imperial
Bank of Commerce
The Bank of Nova
ScotiaRoyal Bank of
Canada11
12

Proposal Text

Environmental and social related proposals based on BNPP AM classification.
Based on BNPP AM classification.

% of votesForVoting Report – 2023 - 17

National Bank of
CanadaWoodside Energy
Group Ltd.
General ElectricCompany
Berkshire Hathaway
Inc.
iA Financial
Corporation Inc.

Canada21-Apr-23

4

SP 1: Advisory Vote on Environmental Policies

19.8%

Australia

28-Apr-23

6b

Approve Contingent Resolution - Capital Protection

N/A

USA

03-May-23

8Issue Audited Report on Impact of IEA Net-Zero Emissions by 2050 Scenario

9.9%

USA

06-May-23

5Report on Audit Committee's Oversight on Climate Risks and Disclosures

17.9%

Canada10-May-23

6

SP 3: Advisory Vote on Environmental Policies

22.5%

Cheniere Energy, Inc.

USA

11-May-23

5Report on Stranded Carbon Asset Risk

N/ABlackRock, Inc.

USA

24-May-23

6Report on Ability to Engineer Decarbonization in the Real Economy

9.5%

Chevron CorporationUSA

31-May-23

9Report on Social Impact From Plant Closure or Energy Transition

18.6%

Exxon Mobil
CorporationUSA

31-May-23

16

Report on Social Impact From Plant Closure or Energy Transition

16.6%

Netflix, Inc.

USA

01-Jun-23

7

Report on Climate Risk in Retirement Plan Options

8.4%

Mitsubishi Corp.

Japan

23-Jun-23

5

Amend Articles to Disclose Greenhouse Gas Emission Reduction Targets
Aligned with Goals of Paris Agreement

19.8%

Mitsubishi Corp.

Japan

23-Jun-23

6

Amend Articles to Disclose Evaluation concerning Consistency between
Capital Expenditures and Net Zero Greenhouse Gas Emissions by 2050
Commitment

12.4%

National Australia
Bank Limited

Australia

15-Dec-23

5b

Approve Transition Plan Assessments

N/A

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns because it requests a high GHG emission company to develop and submit to a vote their transition
plans and/or reports charting their progress in implementing those plans, and to provide sufficient detail about the scenarios
and assumptions used, and on the analysis of their impacts on climate change. We and other investors will benefit from therequested information/action because it enables us to better assess the company’s delivery of emissions reductions in linewith the Paris agreement and to make associated investment decisions.
FOSSIL FUEL/PARIS-ALIGNED FINANCING, CAPITAL ALIGNMENT/RISK OF STRANDED ASSETS
Company NameCountry

Meeting
Date

Proposal
NumberSwedbank AB

Sweden30-Mar-23

26

Sweden04-Apr-23

24

USA

25-Apr-23

10

USA

25-Apr-23

9USA

26-Apr-23

9USA

16-May-23

6

USA

17-May-23

4Morgan StanleyUSA

19-May-23

6

The Travelers
Companies, Inc.

USA

24-May-23

7

Skandinaviska
Enskilda Banken AB
Bank of America
Corporation
Citigroup Inc.
The Goldman Sachs
Group, Inc.
JPMorgan Chase &Co.
The Hartford
Financial Services
Group, Inc.

Proposal Text
Stop Financing Fossil Companies That Expand Extraction and Lack
Robust Fossil Phase-Out Plans in Line with 1.5 Degrees
Stop Financing Fossil Companies that Expand Extraction and Lack
Robust Fossil Phase-Out Plans in Line with 1.5 Degrees
Adopt Time-Bound Policy to Phase Out Underwriting and Lending for
New Fossil Fuel Development
Adopt Time-Bound Policy to Phase Out Underwriting and Lending for
New Fossil Fuel Development
Adopt Time-Bound Policy to Phase Out Underwriting and Lending for
New Fossil Fuel Development
Adopt Time-Bound Policy to Phase Out Underwriting and Lending for
New Fossil Fuel Development
Adopt Time-Bound Policy to Phase Out Underwriting and Lending for
New Fossil Fuel Development
Adopt Time-Bound Policy to Phase Out Underwriting and Lending for
New Fossil Fuel Development
Adopt Time-Bound Policy to Phase Out Underwriting for New Fossil
Fuel Exploration and Development% of votes
For
N/A
N/A
7.0%
9.9%
6.8%
8.1%
8.7%
4.8%
8.7%

Voting Report – 2023 - 18

Mizuho Financial
Group, Inc.
Mitsubishi UFJ
Financial Group,
Inc.
Sumitomo Mitsui
Financial Group,
Inc.

Japan

23-Jun-23

2

Amend Articles to Disclose Transition Plan to Align Lending andInvestment Portfolios with Goals of Paris Agreement

19.0%

Japan

29-Jun-23

3

Amend Articles to Disclose Transition Plan to Align Lending andInvestment Portfolios with Goals of Paris Agreement

17.3%

Japan

29-Jun-23

3

Amend Articles to Disclose Transition Plan to Align Lending andInvestment Portfolios with Goals of Paris Agreement

20.7%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested does so because it requests a high GHG emission company to align its financing and capital expenditureswith the Paris goals and address any stranded asset risks and/or decommission of fossil-fuel based assets. We and otherinvestors will benefit from the requested information/action because it enables us to better assess the company’s delivery ofemissions reductions in line with the Paris agreement and to make associated investment decisions.
GHG EMISSIONS DISCLOSURE OR TARGET SETTING
Company NameCountry

Meeting
Date

Proposal
Number

Metro Inc.

Canada24-Jan-23

5

The Bank of Nova Scotia

Canada04-Apr-23

5

Royal Bank of Canada
The Toronto-Dominion
Bank
CenterPoint Energy, Inc.
Bank of America
Corporation
Bank of America
Corporation
The Goldman Sachs
Group, Inc.
The Goldman Sachs
Group, Inc.

Canada05-Apr-23

D

SP 1: Adopt Near and Long-Term Science-Based Greenhouse Gas
Emissions Reduction Targets
SP 2: Report on Client Net-Zero Transition Plans in Relation to Bank's
2030 Emissions Reduction and Net-Zero Goals
SP 4: Report on 2030 Absolute Greenhouse Gas Reduction Goals

Canada20-Apr-23

9

SP 6: Disclose Transition Plan Towards 2030 Emission Reduction Goals

23.5%

USA

21-Apr-23

5

18.2%

USA

25-Apr-23

8

USA

25-Apr-23

9USA

26-Apr-23

10

USA

26-Apr-23

11

Disclose Scope 3 Emissions and Setting Scope 3 Emission Targets
Disclose 2030 Absolute GHG Reduction Targets Associated with
Lending and Underwriting
Report on Climate Transition Plan Describing Efforts to Align Financing
Activities with GHG Targets
Disclose 2030 Absolute GHG Reduction Targets Associated with
Lending and Underwriting
Report on Climate Transition Plan Describing Efforts to Align Financing
Activities with GHG Targets

UnitedKingdom

27-Apr-23

25

Approve Shareholder Resolution on Climate Change Targets

16.7%

Public Storage

USA

02-May-23

5

Enbridge Inc.
United Parcel Service,
Inc.

Canada03-May-23

6

USA

04-May-23

6Berkshire Hathaway Inc.

USA

06-May-23

6USA

09-May-23

5USA

11-May-23

5Westlake CorporationUSA

11-May-23

7

JPMorgan Chase & Co.

USA

16-May-23

9

JPMorgan Chase & Co.

USA

16-May-23

12

Chubb Limited

Switzerland

17-May-23

14

Quest Diagnostics
Incorporated

USA

17-May-23

6

UnitedKingdom

23-May-23

26

BP PlcValero Energy
Corporation
Martin Marietta
Materials, Inc.

Shell Plc

Proposal Text

Report on GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
SP 2: Disclose the Company's Scope 3 Emissions
Adopt Independently Verified Science-Based Greenhouse Gas
Emissions Reduction Targets in Line with the Paris Climate Agreement
Report If and How Company Will Measure, Disclose and Reduce GHG
Emissions
Report on Climate Transition Plan and GHG Emissions Reduction
Targets
Adopt GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
Strengthen 2030 GHG Reduction Targets and Adopt Long-Term Targets
Aligned with Net Zero
Report on Climate Transition Plan Describing Efforts to Align Financing
Activities with GHG Targets
Disclose 2030 Absolute GHG Reduction Targets Associated with
Lending and Underwriting
Report on GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
Adopt GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
Request Shell to Align its Existing 2030 Reduction Target Covering theGreenhouse Gas (GHG) Emissions of the Use of its Energy Products(Scope 3) with the Goal of the Paris Climate Agreement% of votes
For
28.5%
25.0%
17.2%

11.5%
28.5%
12.5%
29.7%

34.7%
24.4%
19.8%
22.7%
31.8%
32.8%
11.6%
34.8%
12.4%
28.9%
47.7%
20.2%

Voting Report – 2023 - 19

Report on Efforts to Reduce Methane Emission Venting and Flaring in
Supply Chain
Report on Efforts to Measure, Disclose and Reduce GHG Emissions
Associated with Underwriting
Report on Efforts to Reduce GHG Emissions in Alignment with Paris
Agreement Goal
Align Targets for Indirect Scope 3 Emissions with the Paris Climate
Agreement (Advisory)
Adopt Medium-Term Scope 3 GHG Reduction Target
Recalculate GHG Emissions Baseline to Exclude Emissions from
Material Divestitures

Targa Resources Corp.

USA

23-May-23

5

The Travelers
Companies, Inc.

USA

24-May-23

6

The Mosaic Company

USA

25-May-23

7

TotalEnergies SE

France26-May-23

A

Chevron CorporationUSA

31-May-23

6

Chevron CorporationUSA

31-May-23

7

USA

31-May-23

8

Report on Methane Emission Disclosure Reliability

36.4%

USA

31-May-23

9Adopt Medium-Term Scope 3 GHG Reduction Target

10.5%

Exxon Mobil
Corporation
Exxon Mobil
Corporation
Exxon Mobil
CorporationUSA

31-May-23

11

Comcast Corporation

USA

07-Jun-23

9

Dollarama Inc.

Canada07-Jun-23

6

CoStar Group, Inc.

USA

08-Jun-23

5Constellation Brands,
Inc.

USA

18-Jul-23

5Darden Restaurants, Inc.

USA

20-Sep-23

5

Cintas CorporationUSA

24-Oct-23

6

Recalculate GHG Emissions Baseline to Exclude Emissions from
Material Divestitures
Report on GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
SP 3: Adopt Net Zero Targets in Alignment with the Paris Agreement
Adopt GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
Disclose GHG Emissions Reductions Targets
Adopt GHG Emissions Reduction Targets Aligned with the Paris
Agreement Goal
Adopt Near and Long-Term Science-Based GHG Emissions Reduction
Targets Aligned with Paris Agreement Goal

40.5%
14.5%
29.8%
30.4%
9.6%
18.3%

18.4%
9.8%
25.9%
27.5%
31.0%
23.5%
24.3%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns by asking the company to set GHG emissions reduction targets in line with the goals of the Paris
agreement. We and other investors will benefit from the requested information/action because it enables us to better assess
the company’s delivery of emissions reductions in line with the Paris agreement and its ESG performance, and to makeassociated investment decisions.
PHYSICAL RISK EXPOSURE
Company NameCountry

Meeting
Date

Proposal
NumberUSA

06-May-23

4Berkshire Hathaway Inc.

Proposal Text
Report on Physical and Transitional Climate-Related Risks and Opportunities% of votes
For
26.6%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns by requesting that the company measure and address the risks and opportunities generated byclimate change. We and other investors will benefit from the requested information/action because it enables us to better
assess the company’s climate and ESG performance and to make associated investment decisions.

JUST TRANSITION
Company NameCountry

BorgWarner Inc.

USA

Meeting
Date
26-Apr-23

Proposal
Number7

Proposal Text
Report on Just Transition% of votes
For
32.0%

Voting Report – 2023 - 20

Marathon Petroleum
Corporation
United Parcel Service,
Inc.

USA

26-Apr-23

9Report on Just Transition

16.0%

USA

04-May-23

8

Report on Just Transition

23.6%

Amazon.com, Inc.

USA

24-May-23

10

FedEx CorporationUSA

21-Sep-23

6Report on Impact of Climate Change Strategy Consistent With Just Transition
Guidelines
Report on Just Transition

27.0%
29.7%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on equality, and in relation to climatechange. The information/action requested aligns with our commitments and expectations of companies to deliver a 'justtransition'. We and other investors will benefit from the requested information/action because it enables us to better assess
the company’s ESG performance and to make associated investment decisions.
OTHER - CLIMATE CHANGE

FranceMeeting
Date
26-Apr-23

Proposal
NumberB

USA

26-Apr-23

10Report on Asset Retirement Obligation

22.6%

Sweden04-May-23

17

Request Board to Initiate Plan for Launching Clothing with Fairtrade Label

N/A

Norway10-May-23

9USA

31-May-23

12Company NameCountry

ENGIE SA
Marathon Petroleum
Corporation
H&M Hennes & Mauritz
AB
Equinor ASA
Exxon Mobil Corporation

Proposal Text
Amend Articles 21 and 24 of Bylaws Re: Climate Strategy

Identify and Manage Climate-Related Risks and Possibilities, and Integrate
Them into Company's Strategy
Report on Asset Retirement Obligations Under IEA NZE Scenario% of votes
For
24.4%

3.6%
16.0%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on climate change. The information/action requested aligns with our commitments and expectations of companies to address their climate-related impacts andrisks. We and other investors will benefit from the requested information/action because it enables us to better assess thecompany’s climate and ESG performance, and to make associated investment decisions.
HEATLHY ECOSYSTEMSPLASTICDow Inc.

USA

Meeting
Date
13-Apr-23

Phillips 66

USA

10-May-23

5Westlake Corporation
Yum! Brands, Inc.
Restaurant Brands
International Inc.
Amazon.com, Inc.
Exxon Mobil Corporation
The Kroger Co.
Constellation Brands, Inc.

USA
USA

11-May-23
18-May-23

85Commission Audited Report on Reduced Plastics Demand
Publish Audited Report on Impacts of a Significant Reduction in Virgin Plastic
DemandReport on Reducing Plastic Pollution of the Oceans
Report on Efforts to Reduce Plastic Use

Canada23-May-23

8

Report on Efforts to Reduce Plastic Use

36.8%

USA
USA
USA
USA

24-May-23
31-May-23
22-Jun-23
18-Jul-23

22
13
7
6

Report on Efforts to Reduce Plastic Use
Commission Audited Report on Reduced Plastics Demand
Report on Efforts to Reduce Plastic Use
Report on Support for a Circular Economy for Packaging

31.8%
25.3%
31.8%
25.1%

Company NameCountry

Proposal
Number5

Proposal Text

% of votes
For
30.2%
11.6%
9.5%
36.4%

Voting Report – 2023 - 21

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability. BNPPAM has a long-standing commitment on reducing Plastic Pollution, having endorsed the New Plastics Economy Global
Commitment, the EPR Statement for packaging Extended Producer Responsibility and the revised business statement callingfor a Global Treaty on Plastic Pollution. Plastic pollution is a global problem and generates significant negative impacts on ourenvironment, society and economies. Our support for these requests for additional information on plastic pollution and how
companies intend to reduce their contributions to this global problem aligns with our commitments to tackle climate change
and biodiversity loss. We and other investors will benefit from the requested information/action because it enables us to better
assess the company’s ESG performance and to make associated investment decisions.
WATER
Company NameCountry

The Kraft Heinz Company

USA

Meeting
Date
04-May-23

Proposal
Number5

Proposal Text
Report on Supply Chain Water Risk Exposure% of votes
For
7.8%

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability. The
information/action requested is aligned because it asks the company to report on key environmental and/or social risks and/or
impacts. We and other investors will benefit from the requested information/action because it enables us to better assess thecompany’s ESG performance and to make associated investment decisions.
ENVIRONMENTAL AND COMMUNITY IMPACT
Country

Meeting
Date

Proposal
NumberHoneywell International
Inc.

USA

19-May-23

6Issue Environmental Justice Report

12.8%

Exxon Mobil CorporationUSA

31-May-23

10Issue a Report on Worst-Case Impacts of Oil Spills from Operations Offshore
of Guyana

13.3%

General Motors
CompanyUSA

20-Jun-23

7

Report on Setting Sustainable Sourcing Targets

14.3%

Company Name

Proposal Text

% of votes
For

BNPP AM’s Rationale
We support resolutions that align with our commitments and expectations of companies on environmental sustainability andimpact on communities. We and other investors will benefit from the requested information/action because it enables us tobetter assess the company’s ESG performance and to make associated investment decisions.

Voting Report – 2023 - 22

SOCIAL PROPOSALSEQUALITY
In 2022, BNPP AM voted on 113 social proposals13, all proposed by shareholders. Of these, we supported the following
106 proposals (94%). In this section, we provide a commentary on our rationale for supporting them. In a later section, we
explain why we abstained or voted against others.
GENDER, EQUALITY AND LABOR ISSUES

CanadaMeeting
Date
01-Feb-23

Proposal
Number6

A. O. Smith Corporation

USA

11-Apr-23

5

Adobe Inc.
International Business
Machines Corporation

USA

20-Apr-23

6

USA

25-Apr-23

8

Eli Lilly and Company

USA

01-May-23

12

USA

02-May-23

6

USA

04-May-23

9Disclose Board Skills and Diversity Matrix

44.1%

H&M Hennes & Mauritz
AB

Sweden04-May-23

18

Request Company to Negotiate with Unions and Suppliers to Establish andManage (i) Wage Assurance Account, (ii) Severance Claims Account, and(iii) Administration and Enforcement Account

N/A

United Parcel Service, Inc.
Berkshire Hathaway Inc.
Danaher Corporation
Las Vegas Sands Corp.
NextEra Energy, Inc.
IDEX Corporation
Pinterest, Inc.
Digital Realty Trust, Inc.

USA
USA
USA
USA
USA
USA
USA
USA

04-May-23
06-May-23
09-May-23
11-May-23
18-May-23
25-May-23
25-May-23
08-Jun-23

11
7
6
5
5
5
4
5

Digital Realty Trust, Inc.

USA

08-Jun-23

6

Block, Inc.
Caesars Entertainment,
Inc.

USA

13-Jun-23

USA

Etsy, Inc.
Cintas Corporation

Company NameCountry

CGI Inc.

Expeditors Internationalof Washington, Inc.
Capital One Financial
Corporation

Proposal Text
Report on Racial Disparities and Equity Issues
Report on Whether Company Policies Reinforce Racism in Company
CultureReport on Hiring of Persons with Arrest or Incarceration Records
Report on Efforts to Prevent Harassment and Discrimination in the
Workplace
Report on Effectiveness of Diversity, Equity and Inclusion Efforts andMetrics
Report on Effectiveness of Diversity Equity and Inclusion Efforts andMetrics% of votes
For
15.9%
9.0%
17.0%
33.1%
27.1%
57.3%

24.5%
20.8%
15.9%
18.4%
48.9%
18.2%
5.5%
N/A

4

Report on Effectiveness of Diversity, Equity, and Inclusion Efforts
Report on Effectiveness of Diversity, Equity, and Inclusion Efforts
Report on Effectiveness of Diversity, Equity, and Inclusion Efforts
Disclose Board Skills and Diversity Matrix
Disclose Board Skills and Diversity Matrix
Report on Hiring of Persons with Arrest or Incarceration Records
Report on Prevention of Workplace Harassment and Discrimination
Report on Risks Associated with Use of Concealment Clauses
Report on Whether Company Policies Reinforce Racism in Company
CultureReport on Effectiveness of Diversity, Equity, and Inclusion Efforts

13-Jun-23

6Disclose Board Skills and Diversity Matrix

19.0%

USA

14-Jun-23

5USA

24-Oct-23

5Commission Independent Review of Effectiveness of Efforts to Prevent
Harassment and Discrimination
Report on Effectiveness of Diversity, Equity, and Inclusion Efforts

12.8%
14.8%

11.0%
27.7%

BNPP AM’s Rationale
BNPP AM is committed to advance diversity, equality and inclusion. BNPP AM uses its proxy voting policy and votes toimprove equality, through wage equality, professional promotion, training, skills development and other issues. It also supports
efforts to promote diversity among professional roles and improve the representations of women on Boards, to realise shared
governance. BNPP AM is also committed to addressing human rights in the supply chain and the rights of local communities
and indigenous peoples. We and other investors will benefit from the requested information/action because it enables us tobetter assess the company’s ESG performance and to make associated investment decisions.

13

Based on BNPP AM classification.

Voting Report – 2023 - 23

HUMAN RIGHTS IN THE SUPPLY CHAIN AND AMONG LOCAL COMMUNITIES AND INDIGENOUS PEOPLE
Company NameCountry

Meeting
Date

Proposal
Number

Metro Inc.

Canada24-Jan-23

6

Carlsberg A/S

Denmark

13-Mar-23

5.D

Starbucks CorporationUSA

23-Mar-23

8

A.P. Moller-Maersk A/S

Denmark

28-Mar-23

10.6

A.P. Moller-Maersk A/S

Denmark

28-Mar-23

10.9

Royal Bank of Canada
Royal Bank of Canada
Bank of Montreal
The Toronto-Dominion
Bank
Bank of America
Corporation
Citigroup Inc.
The Coca-Cola Company

CanadaCanadaCanada05-Apr-23
05-Apr-23
18-Apr-23

B
C
C

Canada20-Apr-23

4

USA

25-Apr-23

11

Commission Third Party Racial Equity Audit

15.2%

USA
USA

25-Apr-23
25-Apr-23

85Report on Respecting Indigenous Peoples' Rights
Report on Third-Party Civil Rights Audit

31.1%
16.5%

The Goldman Sachs
Group, Inc.

USA

26-Apr-23

8

Oversee and Report a Racial Equity Audit

11.5%

Equifax Inc.

USA

04-May-23

6

30.8%

Gildan Activewear Inc.

Canada04-May-23

7Oversee and Report a Racial Equity Audit
Review Human Capital Management KPIs and SPTs Addressing Human
Rights in its Supply Chain, and Improving Employee Safety and Reducing
Workplace Risks and Include One Such KPI/SPT in its Next Sustainability
Linked Credit Facility in 2027

USA

09-May-23

6Oversee and Report a Racial Equity Audit

11.7%

USA

10-May-23

5Oversee and Report a Racial Equity Audit

39.1%

The Hershey Company

USA

16-May-23

5

Chubb Limited
Mondelez International,
Inc.
AT&T Inc.

Switzerland

17-May-23

USA

Valero Energy
Corporation
American Water Works
Company, Inc.

Proposal Text
SP 2: Report on Actual and Potential Human Rights Impacts on MigrantWorkers
Report on Efforts and Risks Related to Human Rights
Commission Third Party Assessment on Company's Commitment to
Freedom of Association and Collective Bargaining Rights
Report on Efforts and Risks Related to Human Rights
Revoke Section 10 of the Danish International Shipping Registry Act inorder to Comply with the ILO Core Conventions
Revise the Bank's Human Rights Position Statement
Publish a Third-Party Racial Equity Audit
Publish a Third-Party Racial Equity Audit
Disclose Assessment on Human Rights Risk in Connection with Clients
Owning Canadian Multi-Family Rental REITs in Canada% of votes
For
28.6%
2.78%
52.0%
N/A
N/A
26.7%
42.2%
37.2%
16.9%

11.1%

15

Report on Human Rights Impacts of Living Wage & Income Position
Statement
Report on Human Rights Risk Assessment

16.5%

17-May-23

7

Report on Targets to Eradicate Child Labor in Cocoa Supply Chain

19.9%

USA

18-May-23

6

21.5%

CVS Health CorporationUSA

18-May-23

8

Amazon.com, Inc.

USA

24-May-23

7

Amazon.com, Inc.

USA

24-May-23

16

Amazon.com, Inc.

USA

24-May-23

23Commission Third Party Racial Equity Audit
Commission Third Party Assessment on Company's Commitment to
Freedom of Association and Collective Bargaining Rights
Report on Customer Due Diligence
Commission Third Party Assessment on Company's Commitment to
Freedom of Association and Collective Bargaining
Commission Third Party Study and Report on Risks Associated with Use of
RekognitionUSA

24-May-23

8Oversee and Report on a Third-Party Racial Equity Audit

34.9%

USA

25-May-23

6Adopt Policy to Not Interfere with Freedom of Association Rights

33.1%

USA
USA
USA
USA
USA

25-May-23
31-May-23
31-May-23
31-May-23
31-May-23

5
10
5
6
7

20.7%
9.8%
17.0%
5.7%
18.1%

Netflix, Inc.

USA

01-Jun-238Alphabet Inc.

USA

02-Jun-2310Alphabet Inc.

USA

02-Jun-23

11Oversee and Report a Racial Equity Audit
Oversee and Report a Racial Equity Audit
Report on Human Rights Impact Assessment of Targeted Advertising
Report on Human Rights Due Diligence
Commission Third Party Racial Equity Audit
Adopt and Disclose a Freedom of Association and Collective Bargaining
PolicyReport on Risks of Doing Business in Countries with Significant Human
Rights Concerns
Publish Independent Human Rights Impact Assessment of Targeted
Advertising Technology

UnitedHealth Group
Incorporated

USA

05-Jun-23

5

Report on Third-Party Racial Equity Audit

20.2%

The Travelers Companies,
Inc.
Chipotle Mexican Grill,
Inc.
Mohawk Industries, Inc.
Chevron Corporation
Meta Platforms, Inc.
Walmart Inc.
Walmart Inc.

3.6%

25.9%
33.9%
34.6%
37.2%

35.1%
13.0%
17.8%

Voting Report – 2023 - 24

The TJX Companies, Inc.

USA

06-Jun-23

5

The TJX Companies, Inc.
Comcast Corporation

USA
USA

06-Jun-23
07-Jun-23

6
7

Dollarama Inc.

Canada07-Jun-23

4Delta Air Lines, Inc.

USA

15-Jun-23

6

Activision Blizzard, Inc.
Rivian Automotive, Inc.

USA
USA

21-Jun-23
21-Jun-23

6
4

NIKE, Inc.

USA

12-Sep-23

6Report on Third-Party Assessment of Human Rights Due Diligence in
Supply Chain
Report on Risk from Supplier Misclassification of Supplier's Employees
Oversee and Report on a Racial Equity Audit
Report on Emissions and Gender Target and its Overall Significance on the
Company's ESG Strategy
Adopt and Disclose a Freedom of Association and Collective Bargaining
PolicyAdopt Policy on Freedom of Association and Collective Bargaining
Adopt a Comprehensive Human Rights Policy
Report on Effectiveness of Supply Chain Management on Equity Goals andHuman Rights Commitments

25.7%
31.8%
10.8%
18.6%
32.4%
33.9%
13.0%
12.0%

BNPP AM’s Rationale
BNPP AM has committed to respect and promote human rights. We consider the potential human rights impact of the activities
carried out by the companies we invest in and encourage companies to set up the necessary policies and procedures to avoid
these serious impacts. We and other investors will benefit from the requested information/action because it enables us tobetter assess the company’s ESG performance and to make associated investment decisions.
REMUNERATION-RELATED PROPOSALSApple Inc.
The Goldman Sachs
Group, Inc.
Intuitive Surgical, Inc.
Kellogg Company

USA

Meeting
Date
10-Mar-23

Report on Median Gender/Racial Pay Gap% of votes
For
33.8%

USA

26-Apr-23

12

Report on Median Gender/Racial Pay Gap

30.1%

USA
USA

27-Apr-23
28-Apr-23

5
6

34.8%
23.8%

USA

04-May-23

7

Cummins Inc.

USA

09-May-23

18

Centene CorporationUSA

10-May-23

6Report on Gender/Racial Pay Gap
Report on Median Gender/Racial Pay Gap
Report on Integrating GHG Emissions Reductions Targets into Executive
Compensation
Disclose Plan to Link Executive Compensation to GHG Emissions Reduction
Goals
Report on Maternal Morbidity Reduction Metrics in Executive
Compensation

United Parcel Service, Inc.

USA

12-May-23

7

Report on Gender/Racial Pay Gap

N/A

USA

18-May-23

5Report on Median Gender/Racial Pay Gap

35.9%

USA

18-May-23

5Report on Gender/Racial Pay Gap

24.4%

USA
USA
USA
USA
USA
USA
USA

24-May-23
31-May-23
22-Jun-23
12-Sep-23
15-Nov-23
24-May-23
31-May-23

13
12
8
5
6
17
5

Report on Median and Adjusted Gender/Racial Pay Gaps
Report on Executive Pay Calibration to Externalized Costs
Report on Gender/Racial Pay Gap
Report on Median Gender/Racial Pay Gap
Report on Median and Adjusted Gender/Racial Pay Gaps
Consider Pay Disparity Between Executives and Other Employees
Consider Pay Disparity Between CEO and Other Employees

29.0%
7.2%
51.9%
29.6%
31.4%
6.5%
4.3%

Company Name

Marriott International,Inc.
DexCom, Inc.
The Charles Schwab
Corporation
Amazon.com, Inc.
Meta Platforms, Inc.
The Kroger Co.
NIKE, Inc.
Oracle Corporation
Amazon.com, Inc.
Walmart Inc.

Country

Proposal
Number8

Proposal Text

17.7%
15.1%
12.4%

BNPP AM’s Rationale
BNPP AM supports proposals designed to ensure greater pay equity across race and gender. We and other investors will
benefit from the requested information/action because it enables us to better assess the company’s ESG performance and to
make associated investment decisions.

Voting Report – 2023 - 25

1.2 PROPOSALS WE VOTED AGAINSTWe voted against four environmental proposal and only one social proposal14.
Environmental proposals
Country

Meeting Date

Proposal
Number

USA
USA
USA
USA

23-Mar-23
21-Sep-23
29-Nov-23
07-Dec-23

5869Company NameCountry

Meeting Date

Yara International ASA

Norway12-Jun-23

Company NameStarbucks Corporation
FedEx Corporation
Campbell Soup Company
Microsoft Corporation

Proposal Text
Report on Plant-Based Milk Pricing
Report on Climate Risk in Retirement Plan Options
Report on Climate Risk in Retirement Plan Options
Report on Climate Risk in Retirement Plan Options

% of
votes
For
5.3%
7.5%
7.9%
8.9%

Social proposal
Proposal
Number13

Proposal Text
Initiate Special Investigation to Determine if Violations of theWorking Environment Act Took Place at Company's Contractor% ofvotes For
6.1%

BNPP AM’s Rationale
Starbucks: We voted against the proposal at Starbucks because we believe the company already provides sufficient
disclosure to address the issue.
FedEx, Campbell Soup, Microsoft: We voted against the proposals seeking a report on climate-risk in retirement plan
options because we do not believe it is appropriate to ask a company’s board of directors to seek to influence the decisionsof the independent fiduciaries that are tasked with protecting the value of plan participants’ investments.
Yara International: We voted against because based on the available information, it is not possible to measure thetruthfulness and the extent of the allegation raised by the shareholder. Therefore, the company seems to have responded in
an appropriate and sufficient manner to the issue raised in the proposal.
1.3 PROPOSALS ON WHICH WE ABSTAINEDWe abstained on eight environmental proposals and on only one social proposal.
Environmental proposals
Company NameCountry

Meeting Date

Proposal
NumberRoyal Bank of Canada

Canada05-Apr-23

E

Adopt a Policy for a Time-Bound Phaseout of the Bank's Lending andUnderwriting for Projects and Companies Engaging in Fossil Fuel
Exploration

6.8%

Equinor ASA

Norway10-May-23

8

Ban Use of Fiberglass Rotor Blades in All New Wind Farms, Commit to Buy
into Existing Hydropower Projects, and Conduct Research on Other Energy
Sources Such as Thorium

0.2%

Equinor ASA

Norway10-May-23

10

Stop All Exploration and Drilling by 2025 and Provide Financial andTechnical Assistance For Repair and Development of Ukraine's Energy
Infrastructure

0.3%

Equinor ASA

Norway10-May-23

12

End All Plans for Activities in Barents Sea, Adjust Up Investment inRenewables/Low Carbon Solution to 50 Percent by 2025, Implement CCS
for Melkoya, and Invest in Rebuilding of Ukraine

0.4%

14

Based on BNPP AM classification.

Proposal Text

% ofvotes For

Voting Report – 2023 - 26

Equinor ASA

Norway10-May-23

13

Stop All Exploration and Test Drilling for Oil & Gas, Become a Leading
Producer of Renewable Energy, Stop Plans for Electrification of Melkoya,
and Present a Plan Enabling Norway to Become Net-Zero By 2050

0.4%

0.4%

Equinor ASA

Norway10-May-23

14

Include Global Warming in Company's Further Strategy, Stop All
Exploration For More Oil & Gas, Phase Out All Production and Sale of Oil &Gas, Multiply Investment in Renewable Energy and CCS, and Become
Climate-Friendly Company

Sun Life Financial Inc.

Canada11-May-23

A

Produce a Report Documenting the Health Impacts and Potential
Insurance Implications of its Investments in Fossil Fuels on its Current andFuture Client Base

13.8%

Amazon.com, Inc.
Exxon Mobil Corporation
Exxon Mobil Corporation
Comcast Corporation
Westpac Banking Corp.

USA
USA
USA
USA
Australia

24-May-23
31-May-23
31-May-23
07-Jun-23
14-Dec-23

6
7
14
8
6b

Report on Climate Risk in Retirement Plan Options
Report on Carbon Capture and Storage
Report on Potential Costs of Environmental Litigation
Report on Climate Risk in Retirement Plan Options
Approve Transition Plan Assessments

6.7%
5.2%
9.1%
6.2%
N/A

Country

Meeting Date

Proposal
NumberUSA
USA

11-May-23
31-May-23

78Social proposal
Company Name
Ford Motor Company
Walmart Inc.

Proposal Text
Report on Reliance on Child Labor in Supply Chain
Report on Racial and Gender Layoff Diversity% ofvotes For
6.3%
1.5%

BNPP AM’s rationales:
Royal Bank of Canada: Although we support the underlying intent of accelerating the Bank’s actions on climate, we foundthe proposal to be too prescriptive as it would implicitly require a time-based phase out of business with most, if not all, fossil
fuel producers, as all/most such companies continue to engage in exploration and production. The proposal also fails to
distinguish between fossil fuels.
Equinor ASA: We abstained on the four shareholder proposals that we considered too prescriptive.
Sun Life Financial: Although we support the overall goal of the proposal, we agree with management that "the proposal does
not reference any existing framework for the requested disclosure, nor does it seek information that investors could easily
compare to equivalent information from other organizations. Rather, the proposal asks Sun Life to speculate and report on acomplex, bespoke and possibly unanswerable question – i.e., whether and how specific future emissions from companies inwhich Sun Life invests will result in specific health impacts to Clients that will result in insurance claims now and in the future."
The analysis requested would be very difficult to perform and it is unclear how it would result in more ambitious climate action
by the insurer.
Amazon.com, Comcast Corporation: We do not believe it is appropriate to ask a company’s board of directors to seek toinfluence the decisions of the independent fiduciaries that are tasked with protecting the value of plan participants’
investments. The proposal presents a clear conflict of interest.
Exxon Mobil Corporation:••

Carbon Capture and Storage: We felt the Proposal’s request was reasonable, but the proponent is a well-known
climate denier and anti-sustainability activist. We abstained as we felt that a vote for the proposal would empower anactivist seeking to convince Exxon to ignore climate change to negotiate with the company.
Environmental Litigation Costs: We agree that Exxon may be understating its potential liability, but do not see how
this proposal could be adequately implemented given the extreme difficulty of predicting the outcomes of theselawsuits. Pursuing a complaint with the SEC might be a more effective route than a shareholder proposal.

Voting Report – 2023 - 27

Westpac Banking: We voted abstain given requested disclosure made in newly released climate action plan as well as board
response to proposal.
Ford Motor Company: The proposal appeared to be designed to challenge Ford's commitment to EVs, rather than address
child labor. The proposal links to a website maintained by a long-term climate denier and proponent of misleading information.
Walmart Inc.: This proposal was an anti-ESG proposal, designed to challenge the company’s DE&I efforts, and the company
appears to have appropriate policies and practices to give the board visibility to the company's workforce statistics.

2. PROPOSALS SUBMITTED BY COMPANIES: SAY-ON-CLIMATEPROPOSALS
Say-on-Climate proposals are resolutions at the agenda of companies’ general meetings, submitted by companies. Their aim
is to give shareholders the possibility to vote on the company’s climate policy and ensure a continuous dialogue on
environmental and climate-related issues.
BNPP AM developed assessment criteria15 to guide its voting decisions as part of its Governance and Voting policy. While it
had almost doubled over 2021-2022, the number of climate-related management proposals plunged in 2023. We voted on 22
Say-on-Climate proposals that fell within our voting scope in 2023 vs. 40 the previous year, reflecting a global downtrend. As
outlined in our latest research paper, “Say-on-Climate voting: Losing steam – or set for a rebound?”16, this decline may be
due to numerous factors, including the irregular frequency of Say-on-Climate votes (a majority of companies still offer one-off
votes) underpinned by an overall lack of common standards and regulation.
Concomitantly, BNPP AM saw its opposition rate decrease slightly, from 79% in 2022 to 55% in 2023. In addition to remaining
largely concentrated in Europe (82%), half of these votes concerned a bulk of companies that already submitted a Say-onClimate in the previous years. We paid a particular attention to the way we voted on those, with the objective to maintain our
critical approach and keep pushing for more ambitious plans, which translated into a 64% opposition rate. Overall, the climate
plans we voted in 2023 looked better than the previous year, although key improvements are still expected. Our abstention
rate typically increased linked to companies transitioning toward – yet not already achieving – more comprehensive plans. As
an example, we abstained in some cases where, despite positive features, companies did not align their GHG emissions
reduction targets with a 1.5°C scenario.
The level of support gained by companies at their respective AGM ranged from just over 53% at Credit Suisse Group AG to
99% at EDP-Energias de Portugal SA.

15 We assess each proposal qualitatively to determine its level of ambition, the climate strategy’s alignment with the objective to achieve net-zero

GHG emissions by 2050 or sooner, in line with global efforts to limit warming to 1.5 degree Celsius, the current climate trajectory of the company,
and its performance against comparable peers.
16 September 2023, ViewPoint (Homepage | Viewpoint (bnpparibas-am.com)).

Voting Report – 2023 - 28

2.1 ZOOM ON VOTES FOR
We voted in favour of only 10 Say-on-Climate proposals in 2023 because they met the expectations of our voting policy:- Disclosure of relevant GHG emissions linked to its activities (scopes 1, 2, and 3 as appropriate) in absolute terms;- Ambition to achieve net-zero GHG emissions by 2050 or sooner, in line with global efforts to limit warming to 1.5degree Celsius;- Short and medium targets to achieve net-zero GHG emissions by 2050 or sooner that address, by priority, the most
relevant scope of emissions;- Task Force on Climate-Related Financial Disclosures (TCFD) aligned reporting;- Better relative performance and climate trajectory than comparable peers.
Proposal Text

Dissent
level

1.3

Approve 2030 Climate Change Commitment

0.27%

21-Apr-23

16

Approve Company's Climate and Biodiversity Transition Plan

1.7%

Canada25-Apr-23

4

Management Advisory Vote on Climate Change

3.5%

United Kingdom
FranceUnited Kingdom

04-May-23
04-May-23
18-May-23

3
17
3

2.9%
2.3%
2.3%

TotalEnergies SE

France26-May-23

14

Acciona SA
Orica Ltd.
Westpac Banking Corp.

Spain
Australia
Australia

19-Jun-23
13-Dec-23
14-Dec-23555Approve Climate-Related Financial Disclosure
Approve Company's Climate Transition Plan
Approve Climate Transition Plan
Approve the Company's Sustainable Development and Energy
Transition Plan
Approve 2022 Sustainability Report and 2025 Sustainability Plan
Approve Advisory Vote on Climate Action Report
Approve Westpac Climate Change Position Statement and Action Plan

Company NameEDP-Energias de Portugal
SA
Icade SA
Canadian National
Railway Company
Aviva Plc
Schneider Electric SE
Legal & General Group Plc

Country

Meeting
Date

Proposal
NumberPortugal

12-Apr-23

France

11.2%
0.4%
7.9%
7.7%

Examples of BNPP AM rationales:
Icade SA (Real Estate): The company's climate transition plan aligned with the expectations of our voting policy andparticularly stood out from industry peers. As an example, the company has adopted GHG emissions reduction targets thatare certified by SBTi under a 1.5-degree Celsius scenario for 2030 and 2050 on all scopes, including Scope 2, while leading
peers had only set such targets by 2030 or did not yet align 2050 targets with a 1.5-degree Celsius trajectory.
Schneider Electric SE (Utilities): The company’s climate action plan presented all features expected as part of our voting
policy. The company has adopted a Net Zero ambition by 2050 that covers all its activities and aligns with a 1.5-degree Celsius
scenario, it discloses its GHG emissions on all scopes, and it has set itself absolute GHG emissions reduction targets by 2030
and 2050 on all scopes, certified by SBTi under a 1.5-degree Celsius scenario.
TotalEnergies SE (Energy): The company has adopted a Net Zero ambition by 2050 covering Scope 3 emissions, discloses
its GHG emissions on all scopes, as well as intermediary targets in absolute terms. It continued to raise the ambition of its
climate action plan since last year vote by reinforcing existing targets, including Scope 3 reduction target for oil products by
2030, and by adopting a global Scope 3 reduction target by 2025. It also improved its climate trajectory in terms of the carbon
intensity of its products sold. There is still some way to go to achieve the objective of carbon neutrality by 2050, especially by
adopting more ambitious Scope 3 reduction targets, but overall, the company remains in advance to its sector peers.

Voting Report – 2023 - 29

2.2 ZOOM ON ABSTAIN VOTESWe abstained on climate-related management proposals at 7 companies.
The Say-on-Climate proposals on which we decided to abstain generally included some of the key positive features in theabove list (see the section 2.1 Zoom on votes for) while lacking others. Abstaining on such proposals is a way for BNPP AM
to acknowledge that the company’s climate plan is going in the right direction while pointing at the key features that it is still
missing to be fully credible. This choice was also guided by the consideration of relative performance against peers, in termsof climate trajectory but also additional factors deemed material for the business (e.g., development of renewable energy
capacities in the Utilities sectors) or public announcements made by the company regarding upcoming improvements to its
climate plan, including the adoption of new GHG emissions reduction targets.

Company NameCountry

Meeting
Date

Proposal
NumberAena S.M.E. SA

Spain

20-Apr-23

11

Covivio SA
Holcim Ltd.
Klepierre SA

FranceSwitzerland
France20-Apr-23
04-May-23
11-May-23

22
830

Amundi SA

France12-May-23

20

Shell Plc
SSE Plc

United Kingdom
United Kingdom

23-May-23
20-Jul-23

25
17

Proposal Text
Advisory Vote on Company's 2022 Updated Report on Climate Action
Plan
Approve Company's Climate Transition Plan (Advisory)
Approve Climate Report
Approve Company's Climate Transition Plan (Advisory)
Approve Report on Progress of Company's Climate Transition Plan
(Advisory)
Approve the Shell Energy Transition Progress
Approve Net Zero Transition Report

Dissent
level
4.5%
5.8%
1.3%
4.8%
1.7%
20.0%
2.4%

Examples of BNPP AM rationale:

Covivio SA (Real Estate): We did not vote in favour, considering the company had not committed to reaching Net Zero by2050 on all scopes of emissions and its Scope 3 trajectory was aligned with a ‘Well Below 2°C’ scenario by 2030 and silent
beyond. However, we voted abstain as the company’s climate transition plan presented otherwise positive features that placed
the company ahead of most of its industry peers. For instance, its scopes 1 and 2 GHG emissions reduction targets by 2030
are certified by SBTi under a 1.5-degree Celsius scenario.
Shell Plc (Energy): We did not vote in favour, considering the company has still not set itself a dedicated Scope 3 GHG
emissions reduction target in absolute terms. Indeed, the company has set a Net Carbon Intensity target by 2030 embedding
all scopes but does not isolate Scope 3 and does not aim at absolute emissions reduction. However, we abstain as thecompany’s trajectory placed it ahead of most European peers.
2.3 ZOOM ON VOTES AGAINSTWe voted against climate-related management proposals at 5 companies.
In 2023, our votes against concerned climate plans lacking essential features, as listed in our voting policy. As an example,
such plans did not rely on a corporate commitment to achieve net-zero GHG emissions by 2050 or sooner, or when it did, thisambition did not cover all GHG emissions directly or indirectly generated by its activities. In some cases, climate plans lacked
intermediary reduction targets, expressed in absolute terms, covering all scopes of emissions and different time horizons.
As last year, we were particularly attentive to climate plans lacking Scope 3 GHG emissions disclosure and/or reduction
targets at companies operating in at-risk sectors for climate and/or where scope 3 represent the larger source of GHG
emissions.

Voting Report – 2023 - 30

Switzerland
Spain
FranceMeeting
Date
04-Apr-23
12-Apr-23
25-May-23

Proposal
Number6
12
11

Carrefour SA

France26-May-23

24

Canadian Pacific Kansas
City Limited

Canada15-Jun-23

3Company Name
Credit Suisse Group AG
Ferrovial SA
Vallourec SA

Country

Proposal Text
Approve Climate Strategy Report
Reporting on Climate Transition Plan
Approve Company's Climate Transition Plan
Approve Opinion on Quantification of the Company's Various Scope 3
Action Levers
Management Advisory Vote on Climate Change

Dissent
level
15.3%
7.5%
5.8%
6.7%
16.3%

Examples of BNPP AM rationales:
Canadian Pacific Kansas City Limited (Industrials): Consistent with our votes in the previous years, we sanctioned thelack of improvement brought by the company on its climate strategy. In particular, the company’s Net Zero ambition does notcover all activities or refer to 1.5-degree scenario, 2030 reduction targets are bundled and thus not available on a specificscope basis, and only expressed in intensity.

Voting Report – 2023 - 31

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Given the economic and market risks, there can be no assurance that the financial instrument(s) will achieve its/theirinvestment objectives. Returns may be affected by, amongst other things, investment strategies or objectives of the financial
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