UK Corporate Governance Report. Proxy Voting Report Quarter to 31 st March 2011

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1 UK Corporate Governance Report Proxy Voting Report Quarter to 31 st March 2011 Ecclesiastical Insurance Office plc 2011

2 Key Events: Quarter to 31 March 2011 Fund Manager Aberdeen Asset Management witnessed the first significant executive pay revolt of 2011 as nearly 30% of shareholders opposed plans to increase director base salaries by up to 40%; at retailer W H Smith, 30.9% of shareholders voted to oppose or abstain remuneration (EIM abstained) Investors rejected by an even higher margin Thomas Cook s decision to exclude the financial impact of the Icelandic volcanic ash cloud from its calculation of bonuses with 46% of shareholders either opposing or abstaining remuneration policy However, budget airline easyjet suffered the first full remuneration defeat of the season when the remuneration report was rejected by 52% of proxies cast over the fixed payment of 1m to outgoing CEO Andrew Harrison for six months work At Tui Travel shareholders led an unusual revolt against the appointment of PwC as auditors, following the resignation of KPMG in the wake of a series of financial scandals which they had exposed; 12% of shareholders opposed or abstained to express concern that PwC s independence would be compromised by its being auditor to the company s majority shareholder, Tui AG Ecclesiastical Insurance Office plc

3 Key Events: Quarter to 31 March 2011 In a highly unusual move, activist shareholder Sherborne Investors attracted over 65% support to remove two directors from the Board of F&C Asset Management plc, including the Chairman; however, the rebels admitted there is no plan for what to do next EU legislation limiting the payment of cash bonuses to bankers took effect from 1 January, and will be subject to a 30% cap, or 20% for particularly large bonuses ; the rest will be deferred over three years. National governments are left to define particularly large EIM has appointed Glass Lewis & Co. to manage its global (ex-uk) proxy voting research and execution function with effect from 1 April UK proxy voting will remain in-house supported by the Association of British Insurers Institutional Voting Information Service; from July EIM will publish two quarterly reports representing our complete voting activity Ecclesiastical Insurance Office plc

4 UK Proxy Voting: Quarter to 31 March 2011 For Oppose Abstain Total Resolutions % Meetings 24 Reason for Action Oppose Abstain Remuneration Report - 2 Board Balance (Directors) - - Individual Incentive Schemes 1 - Other - 3 Proxy voting statistics relate to all Ecclesiastical funds under management, institutional and retail, and therefore may include companies excluded on ethical grounds in the Amity Funds, but allowed in other Funds. Ecclesiastical Insurance Office plc

5 Detailed UK Voting Report: Quarter to 31 March 2011 Oppose Vote Company Date Resolution Reason Diploma Approve Share Matching Plan Rewards twice for the same performance Abstain Votes Company Date Resolution Reason Smiths News Authorise Political Expenditure Mandate sought of 150,000 exceeds threshold Wolseley Approve Remuneration Report Short term performance unduly incentivised 12 Authorise Political Expenditure Mandate sought of 125,000 exceeds threshold W H Smith Approve Remuneration Report Directors may be paid twice for same performance Compass Group Authorise Political Expenditure Mandate sought of 125,000 exceeds threshold Ecclesiastical Insurance Office plc

6 APPENDIX The following votes were registered in support of management Company Date Resolutions Action Fenner For All Resolutions Britvic For All Resolutions Mitchells & Butlers For All Resolutions Scottish Investment Trust For All Resolutions Caledonian Trust For All Resolutions Northern Foods (CRT) subsequently adjourned For Resolution Northern Foods (EGM) subsequently adjourned For All Resolutions Imperial Tobacco For All Resolutions Paragon Group of Companies For All Resolutions Telit Communications (EGM) For All Resolutions Coats International (EGM) For All Resolutions Sage Group For All Resolutions Holidaybreak For All Resolutions Assetco (EGM) For All Resolutions MDY Healthcare For All Resolutions Lonhro For All Resolutions Pedstowe For All Resolutions Pedstowe (EGM) For All Resolutions Ecclesiastical Insurance Office plc

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