proxy voting FAQ

What is proxy voting?

Active Super invests in a diverse range of companies on behalf of our members. These investments, or shares, entitle us and other shareholders to vote on various issues proposed by a company at the company’s annual general meeting or at a special meeting. If a shareholder can’t attend a meeting in person, they can elect to vote using a proxy ballot.

As Active Super is committed to being an active owner on behalf of our members, we use these proxy ballots to vote on company proposals.

Examples of resolutions that might be voted on are the election of the board of directors, approval of executive remuneration plans, approval of capital raisings and risk management disclosure.

How does proxy voting influence the management of companies?

Proxy voting is an important mechanism that enables shareholders to influence a company’s operations, corporate governance and capital structure. Voting on company proposals forms an avenue for shareholders to provide signals to the Board about their satisfaction with governance processes and performance of the company.

Who at Active Super is responsible for proxy voting?

The Active Super Investment Committee oversees the proxy voting process, with day to day implementation managed by the investment team, specifically the Head of Responsible Investment.

How does Active Super determine how to vote on ESG issues?

Active Super utilises the services of two proxy voting service providers. The Australian Council of Superannuation Investors (ACSI) provides advice for voting with our Australian shareholdings and CGI Glass Lewis for our international shareholdings. ACSI and CGI Glass Lewis voting recommendations are informed by the following guidelines which are reviewed on a regular basis:

ACSI Governance Guidelines

CGI Glass Lewis Policy Guidelines

The following principles and organisations also inform our proxy voting process:

Australian Securities Exchange (ASX) Corporate Governance Council

International Corporate Governance Network

UN backed Principles for Responsible Investment

Investor Group on Climate Change

When determining voting recommendations, our proxy voting advisors will take into account a broad range of factors including the materiality of the ESG issue, the context in which it arises and the size of the company. When contentious issues arise, our advisors will often consider how long the issue has been a concern, the history of any dialogue with the company on the particular issue, and whether or not any improvement in company behaviour has occurred.

How does LGS vote on investment related issues and shareholder proposals?

The Active Super Active Ownership Policy outlines the process we use when voting on investment related issues such as capital raisings and shareholder proposals. In the event that a company or shareholder proposal is related to an investment or commercial matter rather than a traditional corporate governance issue, Active Super will engage with the investment manager holding those stocks to seek their recommendation. If a shareholder proposal covers climate change or ESG issues, Active Super will consult our fund manager(s), ACSI and the company board’s recommendations before making a decision on whether or not to support the proposal. The significance of the ESG issue at hand will be balanced with the need to protect long-term shareholder value.

Does Active Super vote at every annual meeting of companies in which it holds shares? Are there circumstances in which Active Super abstains from voting?

Active Super aims to vote for 100% of our investee company proposals. A rare situation that requires us to abstain from voting is when we are asked to ratify a private placement of shares in which our managers have participated.

Why does Active Super publish their voting decisions?

Active Super is committed to increasing the transparency and disclosure of how we invest our members’ contributions. The Australian Government’s Stronger Super reforms require superannuation funds to publish information on past voting practices. We have taken this one step further and are proactively disclosing our voting decisions before company meetings. By doing this we hope to engage our members and other stakeholders and raise member awareness about where their long-term savings are invested and how their rights as ultimate beneficiaries of the shares are being met.

Does Active Super engage with companies directly on ESG issues (in addition to proxy voting)?

In addition to proxy voting, we also engage with the companies we invest in through a variety of channels, including:

  • direct engagement with company board members and executives
  • via fund managers who then engage with companies on our behalf
  • through our involvement with ACSI, RIAA and the Investor Group on Climate Change; they undertake advocacy work and engagement with listed company chairpersons and senior non-executive directors on behalf of the industry.

By engaging with our investee companies, we aim to increase awareness and understanding of current and future ESG issues, improve standards of governance and encourage greater disclosure. Examples of issues that are discussed with our investee companies include board diversity and independence, remuneration report recommendations and sustainability reporting disclosure.

Any questions?

If you have any further questions about proxy voting at Active Super, please contact us.