Shareholder Engagement Policy
(the "Policy")

Fisher Investments Luxembourg, Sàrl

November 2020

1. Introduction

1.1 Article 3g of the Shareholder Rights Directive II (EU/2017/828) (“SRD II”) requires institutional investors and asset managers to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement into their investment strategy.

1.2 Fisher Investments Luxembourg, Sàrl (“FIL”) delegates its portfolio management services, as well as other services covered by this Policy, to its parent company, Fisher Asset Management, LLC, doing business as Fisher Investments (“FI”), subject to FIL’s oversight.

1.3 In compliance with the requirements of SRD II (as transposed in Luxembourg), FIL has put in place and made publicly accessible this Policy describing how FIL, and FI on behalf of FIL, integrates shareholder engagement into FIL’s investment strategy.

1.4 This Policy describes how FIL and FI, on behalf of FIL:

      1. monitor FIL’s clients’ investee companies (the “companies”) on relevant matters (including strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance);
      2. conduct dialogue with the companies;
      3. exercise voting rights and other rights attached to shares of the companies;
      4. co-operate with other shareholders;
      5. communicate with relevant stakeholders; and
      6. manage actual and potential conflicts of interests in relation to such engagements.

2. Scope

2.1 Consistent with the scope of SRD II, this Policy relates to FI’s management of FIL’s client accounts on behalf of FIL, which invest in shares traded on a regulated market in the European Economic Area.

3. How FIL and FI engage on behalf of FIL’s clients

3.1 FI’s approach to shareholder engagement on behalf of FIL’s clients is described as follows:

FI is an active investment manager on behalf of its and its affiliates’ clients that engages with companies as part of its fundamental analysis and to clarify or express concerns over potential environmental, social or governance (“ESG”) issues at the firm or industry level.

      1. FI holds meetings with company management as necessary to discuss pertinent issues FI feels are critical to analysing the company or better understanding peers or relevant industry factors. Information uncovered during engagement as part of FI’s fundamental analysis can impact its investment decisions and stock determinations. Depending on the issue, FI may engage in additional meetings with company management, intervene in concert with other institutions on the issue or meet with appropriate members of a company’s board. FI commonly engages with company management on proxy voting issues, particularly when Institutional Shareholder Services, Inc. (“ISS”) is in disagreement with company management. To encourage a real-time, active engagement dialogue, FI prefers either a phone call or in-person meeting with the company.
      2. FI has dedicated staff that works to identify ESG risks and opportunities and conducts engagement with companies. FI utilizes a combination of qualitative and quantitative information to generate a focus list of potential ESG engagement opportunities. The list is further vetted based on bottom up company research. As part of the engagement process, FI reviews a wide range of materials, which may include: analysis from FI’s ESG research providers, company financial and sustainability disclosures, research from responsible investment network partners and relevant NGO reports.

3.2 Monitoring of companies

      1. FI monitors FIL’s clients’ holdings on an ongoing basis, and engagements are considered whenever concerns arise related to a company’s business. Engagements may also be considered when FI’s third party ESG ratings provider significantly downgrades a company’s rating; a company’s activity results in it being assigned a red flag (severe controversy); FI decides against buying a security in an ESG portfolio for ESG-related reasons; a holding no longer complies with FI’s ESG screens; or FI seeks to learn more about an upcoming proxy vote.

3.3 Dialogue with companies

      1. FI’s experience shows stewardship concerns are usually best resolved by direct contact with company officials—whether at the board or management level. Escalating an issue beyond that point depends on the materiality of the issue, the company’s responses to past communications and whether FI believes such engagement is in the applicable FIL’s clients’ best interests. Corporate engagements may consist of letters, emails, conference calls, or in-person meetings with company representatives. Each engagement has a defined objective and may include a plan for follow up with the company. When appropriate, FI monitors the company’s progress and records milestones along the way.

3.4 Voting rights and other rights

      1. FI has policies in place to monitor corporate actions and, if authorized and directed in the applicable investment management agreement or confidential client agreement, ensure the exercise of voting rights.
      2. To the extent FIL is authorized and directed to vote proxies on behalf of a client pursuant to the confidential client agreement, FI, on behalf of FIL, utilizes ISS as a third-party proxy service provider. ISS is one of the largest providers of corporate governance solutions with services including objective governance research and analysis, proxy voting and distribution solutions. When FI votes proxies on behalf of FIL’s clients, FI evaluates issues and votes in accordance with what FI believes will most likely increase shareholder value. FI frequently engages with company management on proxy voting issues.
      3. FI’s Proxy Voting Policy is available on request.
      4. FI’s Corporate Actions Elections Policy is available on request.

3.5 How FI, on behalf of FIL’s clients, co-operates with other shareholders

      1. Consistent with the investment strategies FI has implemented for FIL’s clients and associated confidential client agreements, FI generally engages companies on an individual basis. However, there may be circumstances where, consistent with the investment strategy and FI’s policy of seeking to preserve or enhance the value of FIL’s clients’ investment in the company, it is appropriate for FI to lead or participate in initiatives collectively with other investors in the company with a view to effecting change in the company that is in the best interests of FIL’s clients.

3.6 Communication with relevant stakeholders

      1. Neither FIL nor FI systematically communicate with stakeholders of companies regarding the investment decision. However, as part of FI’s due diligence on a company, FI, on behalf of FIL’s clients, may review publications or participate in events that may also be attended by other stakeholders. In addition, FI, on behalf of FIL’s clients, occasionally participates in collective engagements with other shareholders (as described in Section 3.5), which may include representatives from stakeholder groups.

3.7 Conflicts of Interest

      1. FIL and FI have adopted effective written conflicts of interest policies and have put in place procedures and measures for the prevention or management of conflicts of interest including where such conflicts may arise due to how FI, on behalf of FIL’s clients, engages with companies FIL’s clients are invested in.

4. Disclosure of FIL’s, and FI’s on behalf of FIL, engagement activities

4.1 FI publishes several resources on FI’s website located at: https://institutional.fisherinvestments.com/en-us/process/esg. Additional resources available include:

  1. Policies: ESG Policy Statement and Engagement Policy;
  2. Reports: Annual Proxy Voting and quarterly Engagement reports;
  3. UK Stewardship Code response as a signatory of the UK Stewardship Code; and
  4. Semi-annual ESG Perspectives newsletter (discusses ESG research and industry trends).

4.2 FI’s webpage listed above includes disclosure on how this Policy has been implemented for the previous year. Such disclosure will include the following:

  1. a general description of voting behaviour;
  2. an explanation of the most significant votes taken;
  3. information on the use, if any, of the services of proxy advisers; and
  4. information on how FI has cast votes in the general meetings of companies in which FIL’s clients hold shares.

Voting in companies which are considered insignificant because of the subject matter of the vote or the size of the holding in the company concerned will not be disclosed.

For FIL’s clients that have not authorized and directed FIL to vote proxies, because no proxies were voted on behalf of such clients, the Annual Proxy Voting Report included on FI’s webpage listed above is not applicable. As such, no annual proxy voting disclosure as provided under SRD II will be made available to such clients

4.3 For FIL’s clients that have authorized and directed FIL to vote proxies, if in any given year, should disclosure describing how this Policy has been implemented not be publicly available, FIL will publicly disclose a clear and reasoned explanation of why FIL has chosen not to comply with this requirement.

4.4 If an EU regulated life insurance company or occupational pension scheme (in each case an "Institutional Investor") is an FIL client, such Institutional Investor will be provided at least annually with the specific information prescribed in Luxembourg’s transposition of SRD II.

4.5 Where the information to be disclosed in accordance with Section 4.4 is publicly available, FIL shall not be required to provide that information to the relevant Institutional Investor directly.

5. Review of the Policy

5.1 This Policy will be reviewed and updated on at least an annual basis, and altered from time to time as appropriate. The latest version of this Policy will be available on FIL’s website.