IMPLEMENTATION STATEMENT FOR THE TRAVEL AUTOMATION SERVICES LIMITED RETIREMENT BENEFITS SCHEME For the Year Ended 31 March 2021 Home › Implementation Statement for the Travel Automation Services Limited Retirement Benefits Scheme 1. Background The Trustees of the Travel Automation Services Limited Retirement Benefits Scheme (“The Scheme”) are required to produce a yearly statement to set out how, and the extent to which, the Trustees have followed the Scheme’s Statement of Investment Principles (“SIP”) during the previous Scheme year. This statement also includes the details of any reviews of the SIP during the year, any changes that were made and reasons for the changes. This is the first implementation statement produced by the Trustees. A description of the voting behaviour during the year, either by or on behalf of the Trustees, or if a proxy voter was used, also needs to be included within this statement. This statement should be read in conjunction with the SIP and has been produced in accordance with The Pension Protection Fund (Pensionable Service) and Occupational Pension Schemes (Investment and Disclosure) (Amendment and Modification) Regulations 2018 and the subsequent amendment in The Occupational Pension Schemes (Investment and Disclosure) (Amendment) Regulations 2019. A copy of the most recent SIP can be found online at: https://www.travelport.com/statement-of-investment-principles. 2. Investment Objectives and activity The objective of the Scheme is to achieve, over the long term, a return on the Scheme’s assets which is sufficient (in conjunction with the Scheme’s existing contributions) to pay all members’ benefits in full. During the year, progress was reviewed on a quarterly basis as part of the formal quarterly monitoring report. No formal manager selection or strategy decisions were made during the last Scheme year. The SIP was fully reviewed and updated during the period to incorporate the Trustees’ policy on Environmental, Social and Governance (“ESG”) factors, stewardship and climate change, as required under new regulations. 3. ESG, Stewardship and Climate Change The Scheme’s SIP includes the Trustees’ policy on Environmental, Social and Governance (“ESG”) factors, stewardship and climate change. This policy sets out the Trustees’ beliefs on ESG and climate change, and the processes followed by the Trustees in relation to voting rights and stewardship. The Trustees will review these further in the next Scheme year and provide information in the next implementation statement. The Trustees also intend to review the investment managers’ ESG policies including the application of voting rights in the next Scheme year. 4. Voting and Engagement The Trustees are keen that their managers are signatories to the UK Stewardship Code, which they were during the year under review. All the Trustees’ holdings are within pooled funds and the Trustees have delegated to their investment managers the exercise of voting rights. Therefore, the Trustees were not able to direct how votes are exercised and the Trustees have not used proxy voting services over the year. The Scheme is invested in the following funds: LGIM Global Equity Fixed Weights (50:50) Index Fund LGIM Capital Group Emerging Markets Total Opportunity Fund LGIM Insight Broad Opportunities Fund LGIM BlackRock BIJF Dynamic Diversified Growth Fund LGIM NinetyOne Diversified Growth Fund LGIM BMO Real Dynamic LDI LGIM BMO Nominal Dynamic LDI LGIM Sterling Liquidity The Trustees were unable to include voting data for the pooled funds underlined above due to the funds not holding physical equities, however they will continue to work with their advisers and investment managers with the aim of providing more information in future statements. a. Description of investment manager’s voting processes LGIM All decisions are made by LGIM’s Investment Stewardship team and in accordance with their relevant Corporate Governance & Responsible Investment and Conflicts of Interest policy documents which are reviewed annually. Each member of the team is allocated a specific sector globally so that the voting is undertaken by the same individuals who engage with the relevant company. This ensures their stewardship approach flows smoothly throughout the engagement and voting process and that engagement is fully integrated into the vote decision process, therefore sending consistent messaging to companies. LGIM’s voting and engagement activities are driven by ESG professionals and their assessment of the requirements in these areas seeks to achieve the best outcome for clients. Their voting policies are reviewed annually and take into account feedback from clients. Every year, LGIM holds a stakeholder roundtable event where clients and other stakeholders (civil society, academia, the private sector and fellow investors) are invited to express their views directly to the members of the Investment Stewardship team. The views expressed by attendees during this event form a key consideration as LGIM continue to develop their voting and engagement policies and define strategic priorities in the years ahead. They also take into account client feedback received at regular meetings and/ or ad-hoc comments or enquiries. LGIM’s Investment Stewardship team uses ISS’s ‘Proxy Exchange’ electronic voting platform to electronically vote clients’ shares. All voting decisions are made by LGIM and they do not outsource any part of the strategic decisions. Their use of ISS recommendations is to augment their own research and proprietary ESG assessment tools. The Investment Stewardship team also uses the research reports of Institutional Voting Information Services (IVIS) to supplement the research reports that they receive from ISS for UK companies when making specific voting decisions. To ensure their proxy provider votes in accordance with their position on ESG, LGIM have put in place a custom voting policy with specific voting instructions. These instructions apply to all markets globally and seek to uphold what LGIM consider are minimum best practice standards which they believe all companies globally should observe, irrespective of local regulation or practice. LGIM retain the ability in all markets to override any vote decisions, which are based on LGIM’s custom voting policy. This may happen where engagement with a specific company has provided additional information (for example from direct engagement, or explanation in the annual report) that allows LGIM to apply a qualitative overlay to their voting judgement. LGIM have strict monitoring controls to ensure their votes are fully and effectively executed in accordance with their voting policies by their service provider. This includes a regular manual check of the votes input into the platform, and an electronic alert service to inform LGIM of rejected votes which require further action. CAPITAL All U.S. proxies are voted. Proxies for companies outside the U.S. also are voted, provided there is sufficient time and information available. After a proxy is received, a summary of the proposals contained in the proxy is prepared. A discussion of any potential conflicts of interest also is included in the summary. For proxies of securities managed by a particular investment division of CRMC, the initial voting recommendation is made by one or more of the division’s investment analysts familiar with the company and industry. A second recommendation is made by a proxy coordinator (an investment analyst with experience in corporate governance and proxy voting matters) or other individual within the appropriate investment division, based on knowledge of these Principles and familiarity with proxy related issues. The proxy summary and voting recommendations are made available to the appropriate proxy voting committee for a final voting decision. Proxies for the funds are voted by the appropriate investment committee of CRMC’s equity investment divisions under delegated authority. (References to “proxy committees” include the various investment committees.) Therefore, if more than one fund invests in the same company, certain funds may vote differently on the same proposal. ISS is used for electronic vote execution services only, they do not follow or take into account proxy advisors’ vote recommendations in order to reach their own vote decision. Each proxy ballot is reviewed by the Governance and Proxy (GAP) team who facilitate the proxy voting process. They rely primarily on their own proprietary research in evaluating companies. To provide supplementary analysis of resolutions at shareholder meetings, they may review proxy research from third party vendors. However, voting decisions are made according to their internal voting policies and Capital Group Investment Analysts’ recommendations, with the final decision being made by the Proxy Voting Committee of the relevant division who oversee the voting process. INSIGHT The Insight broad opportunities strategy seeks to generate long-term capital growth through a dynamic asset allocation strategy involving several asset classes. The strategy adopts a global macro approach and uses derivatives, market index-based securities, direct holdings and pooled funds for implementation. As part of Insight’s real assets exposure, the strategy invests in listed closed-end investment companies with a focus on cash-generative investments in social infrastructure, renewable energy and asset-backed aviation finance. They exercise their stewardship role through engagement and voting on their shareholdings. To help with their voting activities, Insight retains the services of Minerva Analytics for the provision of proxy voting services and votes at meetings where it is deemed appropriate and responsible to do so. Minerva Analytics provides research expertise and voting tools through sophisticated proprietary IT systems allowing Insight to take and demonstrate responsibility for voting decisions. Independent corporate governance analysis is drawn from thousands of markets, national and international legal and best practice provisions from jurisdictions around the world. Independent and impartial research provides advance notice of voting events and rules-based analysis to ensure contentious issues are identified. Minerva Analytics analyses any resolution against Insight-specific voting policy templates which will determine the direction of the vote. Where contentious issues are identified, these are escalated to Insight for further review and direction. BLACKROCK “BlackRock votes annually at approximately 16,000 shareholder meetings, taking a case-by-case approach to the items put to a shareholder vote. Our analysis is informed by our internally developed proxy voting guidelines, our pre-vote engagements, research, and the situational factors at a particular company. We aim to vote at all shareholder meetings of companies in which our clients are invested. In cases where there are significant obstacles to voting, such as share blocking or requirements for a power of attorney, we will review the resolutions to assess the extent of the restrictions on voting against the potential benefits. We generally prefer to engage with the company in the first instance where we have concerns and give management time to address the issue. We will vote in favour of proposals where we support the approach taken by a company’s management or where we have engaged on matters of concern and anticipate management will address them. BlackRock will vote against management proposals where we believe the board or management may not have adequately acted to and advance the interests of long-term investors. We ordinarily refrain from abstaining from both management and shareholder proposals, unless abstaining is the valid vote option (in accordance with company by-laws) for voting against management, there is a lack of disclosure regarding the proposal to be voted, or an abstention is the only way to implement our voting intention. In all situations the economic interests of our clients will be paramount. Our voting guidelines are intended to help clients and companies understand our thinking on key governance matters. They are the benchmark against which we assess a company’s approach to corporate governance and the items on the agenda to be voted on at the shareholder meeting. We apply our guidelines pragmatically, taking into account a company’s unique circumstances where relevant. We inform our vote decisions through research and engage as necessary. We review our voting guidelines annually and update them as necessary to reflect changes in market standards, evolving governance practice and insights gained from engagement over the prior year.” NINETYONE “Ninety One recognises that local best practice codes may differ: although our proxy voting guidelines apply globally, we recognise regional differences. In markets where the codes are still evolving and not yet fully aligned with global best practice, we take this into account. In these markets, we aim to engage actively with policy makers, regulators and stock exchanges, together with other global and local investors, to address the more critical potential shortcomings. Furthermore, we consider the size and maturity of each individual business, and if deemed appropriate, we may take a more pragmatic approach while remaining actively engaged. The overall proxy voting guidelines rest within our broader stewardship policy framework. They focus on the following five principles whereby Ninety One: 1. Will disclose how it discharges its stewardship duties through publicly available policies and reporting. 2. Will address the internal governance of effective stewardship, including conflicts of interest and potential obstacles. 3. Will support a long-term investment perspective by integrating, engaging, escalating and monitoring material Environmental, Social and Governance (ESG) issues. 4. Will exercise its ownership rights responsibly, including engagement and voting rights. 5. Is, where appropriate, willing to act alongside other investors. The voting guidelines in this document apply across all our holdings as allowed by legal arrangements. Some clients may have their own policy which differs from that of Ninety One. In this situation, clients are expected to opt out of Ninety One’s stewardship policy, so that an alternative system can be put in place that accommodates the client’s own guidelines. Ninety One publicly discloses its voting decisions on a quarterly basis on our website. (www.ninetyone.com/en/investment-expertise/stewardship/proxy-voting-results).” b. Summary of voting behaviour over the year LGIM A summary of the investment managers’ voting behaviour over the period is provided in the tables below: Summary Info Manager name LGIM Fund name Global Equity Fixed Weights (50:50) Index Fund Approximate value of Trustees’ assets £26.6m Number of equity holdings in the fund 2858 Number of meetings eligible to vote 3641 Number of resolutions eligible to vote 44680 % of resolutions voted 99.97% % of resolutions voted with management 83.56% % of resolutions voted against management 16.29% % of resolutions abstained 0.15% % of resolutions withheld 0.00% % of meetings with at least one vote against management 5.46% % of resolutions voted contrary to the proxy adviser recommendation 0.44% CAPITAL Summary Info Manager name Capital Group Fund name Emerging Markets Total Opportunities (Lux) Fund Approximate value of trustee’s assets £8.9m Number of equity holdings in the fund 113 Number of meetings eligible to vote 154 Number of resolutions eligible to vote 1542 % of resolutions voted 100% % of resolutions voted with management 88.39% % of resolutions voted against management 8.04% % of resolutions abstained 3.57% % of meetings with at least one vote against managements 33.77% % of resolutions voted contrary to the proxy adviser recommendation n/a INSIGHT Summary Info Manager name Insight Fund name Broad Opportunities Fund Approximate value of trustee’s assets £11.1m Number of equity holdings in the fund – Number of meetings eligible to vote 16 Number of resolutions eligible to vote 154 % of resolutions voted 100% % of resolutions voted with management 100% % of resolutions voted against management 0% % of resolutions abstained 0% % of meetings with at least one vote against managements 0% % of resolutions voted contrary to the proxy adviser recommendation 0% BLACKROCK Summary Info Manager name Blackrock Fund name Dynamic Diversified Growth Fund Approximate value of trustee’s assets £11.1 Number of equity holdings in the fund unavailable Number of meetings eligible to vote 948 Number of resolutions eligible to vote 11908 % of resolutions voted 99% % of resolutions voted with management 94% % of resolutions voted against management 5% % of resolutions abstained 0% % of meetings with at least one vote against managements 30% % of resolutions voted contrary to the proxy adviser recommendation 0% c. Most significant votes over the year The Trustees were unable to include most significant voting data for some of the pooled funds however they will continue to work with their advisers and investment managers with the aim of providing more information in future statements. LGIM As regulation on vote reporting has recently evolved with the introduction of the concept of ‘significant vote’ by the EU Shareholder Rights Directive II, LGIM wants to ensure they continue to help their clients in fulfilling their reporting obligations. LGIM also believe public transparency of their vote activity is critical for their clients and interested parties to hold LGIM to account. For many years, LGIM has regularly produced case studies and/or summaries of LGIM’s vote positions to clients for what they deemed were ‘material votes’. LGIM are evolving their approach in line with the new regulation and are committed to provide their clients access to ‘significant vote’ information. In determining significant votes, LGIM’s Investment Stewardship team takes into account the criteria provided by the Pensions & Lifetime Savings Association consultation (PLSA). This includes but is not limited to: High profile vote which has such a degree of controversy that there is high client and/or public scrutiny; Significant client interest for a vote: directly communicated by clients to the Investment Stewardship team at LGIM’s annual Stakeholder roundtable event, or where LGIM note a significant increase in requests from clients on a particular vote; Sanction vote as a result of a direct or collaborative engagement; Vote linked to an LGIM engagement campaign, in line with LGIM Investment Stewardship’s 5-year ESG priority engagement themes. LGIM will provide information on significant votes in the format of detailed case studies in their quarterly ESG impact report and annual active ownership publications. Given the similar holdings within each of the funds with their respective currency hedged version of the funds, significant votes cast in each fund were the same for both unhedged and hedged fund versions. CAPITAL Capital consider significant votes to be: – All votes against management – All shareholder proposals – Particularly controversial proposals determined on a case by case basis INSIGHT The strategy invests in listed closed-end investment companies with a focus on cash-generative investments in social infrastructure, renewable energy and asset-backed aviation finance. The corporate structure of closed-end investment companies held in the strategy includes an independent board which is responsible for providing an overall oversight function on behalf of all shareholders. This governance framework includes a range of aspects including setting out investment objectives, and on an ongoing basis ensuring that the underlying strategy and portfolio activities within it remain within the agreed framework. This governance framework, that is with an independent board acting on behalf of shareholders, generally limits contentious issues that can arise with other listed entities. As a result, examples of significant votes cast that may be comparable to other listed entities are not applicable to the strategy’s exposures. BLACKROCK BlackRock Investment Stewardship prioritises its work around themes that we believe will encourage sound governance practices and deliver sustainable long-term financial performance at the companies in which we invest on behalf of our clients. Our year-round engagements with clients to understand their focus areas and expectations, as well as our active participation in market-wide policy debates, help inform these priorities. The themes we have identified are reflected in our global principles, market-specific voting guidelines and engagement priorities, which underpin our stewardship activities and form the benchmark against which we look at the sustainable long-term financial performance of investee companies. We periodically publish “vote bulletins” on key votes at shareholder meetings to provide insight into certain vote decisions we expect will be of particular interest to clients. These bulletins are intended to explain our vote decisions relating to a range of business issues including environmental, social, and governance matters that we consider, based on our global principles and engagement priorities, material to a company’s sustainable long-term financial performance. Other factors we may consider in deciding to publish a vote bulletin include the profile of the issue in question, the level of interest we expect in the vote decision and the extent of engagement we have had with the company. The bulletins include relevant company-specific background, sector or local market context, and engagement history when applicable. We publish vote bulletins after the shareholder meeting to provide transparency for clients and other stakeholders on our approach to the votes that we consider to be most significant and thus require more detailed explanation. We publish details of other significant votes (including vote rationales, where applicable) quarterly on the BlackRock website. Our vote bulletins can be found here https://www.blackrock.com/corporate/about-us/investment-stewardship#engagement-and-voting-history NINETYONE Ninety One describes these as votes with significant client, media or political interest, material holdings, those of a thematic nature (i.e., climate change) and significant corporate transactions that have a material impact on future company performance, for example approval of a merger, etc. Summary of voting behaviour over the year LGIM Global Equity Fixed Weights (50:50) Index Fund Rationale for the voting decision The resolution proposed by Barclays sets out its long- term plans and has the backing of ShareAction and co- filers. We are particularly grateful to the Investor Forum for the significant role it played in coordinating this outcome. Given the current COVID restrictions and their impact on this pub & restaurant company’s financials, the company sought shareholder approval for an equity raise through an underwritten Open Offer in March 2021. Three of the company’s major shareholders came together and consolidated their holdings under a new holding company, Odyzean Limited. They together hold approximately 55% of the issued share capital of Mitchells & Butlers and therefore the majority of votes. As well as taking up their own share of the Open Offer, the concert party committed to underwrite any remaining offer shares not taken up by existing shareholders. We opposed Open Offer given our concerns about the influence of the newly incorporated holding company, Odyzean Limited, over our investee company’s governance and the interests of minority investors. This concern was heightened by the announcement of expected changes to the structure and independence of the board as stated in the prospectus. LGIM would have expected a fair traditional rights issue to protect minority investors. We also noted that the concert party was able to buy deeply discounted shares without paying a control premium through their underwriting of the open offer. Outcome of the vote Resolution 29 – supported by 99.9% of shareholders Resolution30 – supported by 23.9% of shareholders (source: Company website) Only 6.8% of shareholders opposed these resolutions. Implications of the outcome eg were there any lessons learned and what likely future steps will you take in response to the outcome? The hard work is just beginning. Our focus will now be to help Barclays on the detail of their plans and targets, more detail of which is to be published this year. We plan to continue to work closely with the Barclays board and management team in the development of their plans and will continue to liaise with ShareAction, Investor Forum, and other large investors, to ensure a consistency of messaging and to continue to drive positive change. LGIM will continue to monitor the company closely. On which criteria (as explained in the cover email) have you assessed this vote to be “significant”? Since the beginning of the year there has been significant client interest in our voting intentions and engagement activities in relation to the 2020 Barclays AGM. We thank our clients for their patience and understanding while we undertook sensitive discussions and negotiations in private. We consider the outcome to be extremely positive for all parties: Barclays, ShareAction and long-term asset owners such as our clients. We have taken the rare step of opposing a capital raise given our serious concerns for minority shareholders’ rights. Summary of voting behaviour over the year Capital Emerging Markets Total Opportunities Rationale for the voting decision Increase in Board size is not justified. The proposed resolution is not in shareholders’ interest. Outcome of the vote Proposal Approved Proposal Approved Implications of the outcome eg were there any lessons learned and what likely future steps will you take in response to the outcome? We will continue to engage with the company regarding our vote rationale, in order to provide better outcomes for shareholders. We will continue to engage with the company regarding our vote rationale, in order to provide better outcomes for shareholders. On which criteria (as explained in the cover email) have you assessed this vote to be “significant”? Vote Against Management Vote Against Management Summary of voting behaviour over the year Blackrock Dynamic Diversified Growth Fund Company name Barclays Plc Woodside Petroleum Ltd. Date of vote 7-May-20 30th April 2020 Summary of the resolution Resolution 29: Approve Barclays’ Commitment toTackling Climate Change Resolution 30: Approve ShareAction Requisitioned Resolution Item 4a: Special Resolution to Amend the company Constitution Item 4b (1-3):Ordinary Resolution on Paris Goals and Targets Item 4c: Ordinary Resolution on Climate-Related Lobbying Item 4d: Ordinary Resolution on Reputation Advertising Activities How you voted BlackRock, through an independent fiduciary, voted FOR all management resolutions and AGAINST shareholder Resolution 30. BIS voted with management and withheld support for the relevant proposals. Where you voted against management, did you communicate your intent to the company ahead of the vote? Information not provided Information not provided Rationale for the voting decision Based on BlackRock’s proxy voting guidelines, the independent fiduciary voted as follows: Resolution 29: Approve Barclays’ Commitment to tackling Climate Change (FOR) Resolution 30:Approve ShareAction Requisitioned Resolution (AGAINST) The independent fiduciary reported that it took into consideration several factors when voting to support the company’s own climate change resolution (Resolution 29) and against the shareholder resolution (Resolution 30). Support for both resolutions would have been problematic as they are both binding. The independent fiduciary determined that, as outlined in Resolution 29, the company sets a clear ambition to become net-zero and align to the goals of the Paris Agreement, addressing shareholders’ concerns for the time being Based on our evaluation, Woodside provides adequate transparency on their advertising activities and the community groups that they support. We recognize that there are a range of strongly held and differing views in the energy transition debate and maintain that all parties, including the company, are within their rights to state their views/engage in the discussion within OECD guidelines. Furthermore, based on our research, there is no indication that Woodside’s sponsorships and community partnerships do not comply with relevant laws and the underlying principles of the OECD Guidelines for Multinational Enterprises. Outcome of the vote Resolution 29 – supported by 99.9% of shareholders Resolution30 – supported by 23.9% of shareholders (source: Company website) Implications of the outcome eg were there any lessons learned and what likely future steps will you take in response to the outcome? Information not provided We will continue to engage with the board and management of Woodside on a range of governance and material sustainability issues, including its long-term ambition for carbon neutrality. We will also monitor and provide feedback on the relevant disclosures and targets once published. On which criteria (as explained in the cover email) have you assessed this vote to be “significant”? Information not provided Information not provided Summary of voting behaviour over the year NinetyOne Diversified Growth Fund Company name China Construction Bank Corporation Emaar Properties PJSC Date of vote 19/06/2020 21/06/2020 Summary of the resolution Approve Charitable Donations Approve Charitable Donations How you voted For For Where you voted against management, did you communicate your intent to the company ahead of the vote? n/a n/a Rationale for the voting decision There is no element of concerns for this proposal. There is no element of concerns for this proposal. Outcome of the vote Thematic Vote – Social resolution Thematic Vote – Social resolution Implications of the outcome eg were there any lessons learned and what likely future steps will you take in response to the outcome? n/a n/a On which criteria (as explained in the cover email) have you assessed this vote to be “significant”? n/a n/a Facebook Twitter LinkedIn Youtube Instagram LEGAL Privacy Travelport Governance Investment Principles Implementation Statement CAREERS Join Us View Job Portal CONTACT Sales Support Press Office PRODUCTS Travelport+ MyTravelport Supplier Merchandising APIs Smartpoint © 2021 Travelport. All Rights Reserved Terms & Conditions Cookies Policy Code of Conduct Business Partner Conduct and Ethics Policy Modern Slavery Act Cookie Preferences