| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1.1 | Accept Financial Statements and Statutory Reports | For | For |
| 1.2 | Approve Remuneration Report | For | For |
| 2 | Approve Discharge of Board and Senior Management, 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 |
| 3 | Approve Allocation of Income and Dividends of CHF 0.05 per Share from Capital Contribution Reserves | For | For |
| 4 | Approve Cancellation of Conditional and Conversion Capital Authorizations | For | For |
| 5.1 | Amend Corporate Purpose | For | For |
| 5.2 | Amend Articles Re: Shares; Share Register; Transfer of Shares | For | For |
| 5.3 | Approve Creation of Capital Band within the Upper Limit of CHF 165.1 Million and the Lower Limit of CHF 155.1 Million with or without Exclusion of Preemptive Rights | For | For |
| 5.4 | Amend Articles of Association (Incl. Approval of Virtual-Only or Hybrid Shareholder Meetings) | For | For |
| 5.5 | Amend Articles Re: Board of Directors; Compensation; External Mandates for Members of the Board of Directors and Executive Committee | For | For |
| 6 | Approve Climate Strategy Report | For | For |
| 7.1.a | Reelect Axel Lehmann as Director and Board Chair 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 |
| 7.1.b | Reelect Mirko Bianchi as Director | For | For |
| 7.1.c | Reelect Iris Bohnet 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 |
| 7.1.d | Reelect Clare Brady as Director | For | For |
| 7.1.e | Reelect Christian Gellerstad 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 |
| 7.1.f | Reelect Keyu Jin as Director | For | For |
| 7.1.g | 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 |
| 7.1.h | 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 |
| 7.1.i | Reelect Blythe Masters as Director | For | For |
| 7.1.j | 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 |
| 7.1.k | Reelect Amanda Norton as Director | For | For |
| 7.1.l | Reelect Ana Pessoa 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 |
| 7.2.1 | Reappoint Iris Bohnet as Member of the Compensation Committee 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 |
| 7.2.2 | Reappoint Christian Gellerstad as Member of the Compensation Committee 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 |
| 7.2.3 | Reappoint Shan Li as Member of the Compensation Committee 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 |
| 7.2.4 | Reappoint Amanda Norton as Member of the Compensation Committee | For | For |
| 8.1 | Approve Remuneration of Directors in the Amount of CHF 13 Million | For | For |
| 8.2.1 | Approve Fixed Remuneration of Executive Committee in the Amount of CHF 34 Million | For | For |
| 8.2.2 | Approve Share-Based Transformation Awards for Members of the Executive Committee in the Amount of CHF 30.1 Million Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration | For | Against |
| 9.1 | Ratify PricewaterhouseCoopers AG as Auditors | For | For |
| 9.2 | Designate Keller AG as Independent Proxy | For | For |
| 10.1 | Additional Voting Instructions - Shareholder Proposals (Voting) | None | 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: