| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1.1 | Approve Remuneration Report | For | For |
| 1.2 | Accept Financial Statements and Statutory Reports | For | For |
| 2.1 | Approve Discharge of Board and Senior Management for Fiscal Year 2020, excluding the Supply Chain Finance Matter 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 |
| 2.2 | Approve Discharge of Board and Senior Management for Fiscal Year 2021, excluding the Supply Chain Finance Matter | For | For |
| 3 | Approve Allocation of Income and Dividends of CHF 0.10 per Share | For | For |
| 4 | Approve Creation of CHF 5 Million Pool of Authorized Capital with or without Exclusion of Preemptive Rights | For | For |
| 5.1.a | Elect Axel Lehmann as Director and Board Chair | For | For |
| 5.1.b | Reelect Iris Bohnet as Director | For | For |
| 5.1.c | Reelect Clare Brady as Director | For | For |
| 5.1.d | Reelect Christian Gellerstad as Director | For | For |
| 5.1.e | Reelect Michael Klein as Director | For | For |
| 5.1.f | Reelect Shan Li as Director | For | For |
| 5.1.g | Reelect Seraina Macia as Director | For | For |
| 5.1.h | Reelect Blythe Masters as Director | For | For |
| 5.1.i | Reelect Richard Meddings as Director | For | For |
| 5.1.j | Reelect Ana Pessoa as Director | For | For |
| 5.1.k | Elect Mirko Bianchi as Director | For | For |
| 5.1.l | Elect Keyu Jin as Director | For | For |
| 5.1.m | Elect Amanda Norton 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 | Appoint Shan Li as Member of the Compensation Committee | For | For |
| 5.2.5 | Appoint Amanda Norton as Member of the Compensation Committee | For | For |
| 6.1 | Approve Remuneration of Directors in the Amount of CHF 13 Million | For | For |
| 6.2.1 | Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 8.6 Million | For | For |
| 6.2.2 | Approve Fixed Remuneration of Executive Committee in the Amount of CHF 34 Million | For | For |
| 6.2.3 | Approve Share-Based Replacement Awards for New Members of the Executive Committee in the Amount of CHF 12.1 Million | For | For |
| 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 |
| Shareholder proposals | |||
| 8 | Approve Special Audit Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting | Against | For |
| 9 | Amend Articles Re: Climate Change Strategy and Disclosures | Against | Against |
| Management proposals | |||
| 10.1 | Additional Voting Instructions - Shareholder Proposals (Voting) | Against | Against |
| 10.2 | 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: