| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1.1 | Approve Remuneration Report | For | For |
| 1.2 | Accept Financial Statements and Statutory Reports | For | For |
| 2 | Approve Discharge of Board and Senior Management [Item Withdrawn] | None | Abstain |
| 3 | Approve Allocation of Income and Dividends of CHF 0.10 per Share | For | For |
| 4 | Approve Creation of CHF 5 Million Pool of Capital without Preemptive Rights | For | For |
| 5.1.a | Elect Antonio Horta-Osorio as Director and Board Chairman | For | For |
| 5.1.b | Reelect Iris Bohnet as Director | For | For |
| 5.1.c | Reelect Christian Gellerstad as Director | For | For |
| 5.1.d | Reelect Andreas Gottschling as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | For | Against |
| 5.1.e | Reelect Michael Klein as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | For | Against |
| 5.1.f | Reelect Shan Li as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | For | Against |
| 5.1.g | Reelect Seraina Macia as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | For | Against |
| 5.1.h | Reelect Richard Meddings as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | For | Against |
| 5.1.i | Reelect Kai Nargolwala as Director | For | For |
| 5.1.j | Reelect Ana Pessoa as Director | For | For |
| 5.1.k | Reelect Severin Schwan as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines | For | Against |
| 5.1.l | Elect Clare Brady as Director | For | For |
| 5.1.m | Elect Blythe Masters as Director | For | For |
| 5.2.1 | Reappoint Iris Bohnet as Member of the Compensation Committee | For | For |
| 5.2.2 | Reappoint Christian Gellerstad as Member of the Compensation Committee | For | For |
| 5.2.3 | Reappoint Michael Klein as Member of the Compensation Committee | For | For |
| 5.2.4 | Reappoint Kai Nargolwala as Member of the Compensation Committee | For | For |
| 5.2.5 | Appoint Blythe Masters as Member of the Compensation Committee | For | For |
| 6.1 | Approve Remuneration of Directors in the Amount of CHF 12 Million | For | For |
| 6.2.1 | Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 15.7 Million [Item Withdrawn] | None | Abstain |
| 6.2.2 | Approve Fixed Remuneration of Executive Committee in the Amount of CHF 31 Million | For | For |
| 6.2.3 | Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 25.1 Million [Item Withdrawn] | None | Abstain |
| 7.1 | Ratify PricewaterhouseCoopers AG as Auditors | For | For |
| 7.2 | Ratify BDO AG as Special Auditors | For | For |
| 7.3 | Designate Keller KLG as Independent Proxy | For | For |
| 8.1 | Additional Voting Instructions - Shareholder Proposals (Voting) | Against | Against |
| 8.2 | Additional Voting Instructions - Board of Directors Proposals (Voting) Vote rationale: We will not support an agenda item if the information disclosed is insufficient to make an informed decision. Global Voting Guidelines | For | Against |
Disclaimer
This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following: