Our voting rights

As a shareholder in listed companies, our voting rights are one of the tools that we use to mitigate corporate governance, agency and conflicts of interest risks. We therefore aim to vote in a manner that maximises shareholder value.

Our principles

In exercising our voting rights on behalf of our clients, we believe:

• The Board is the representative of shareholders and is accountable to shareholders for the company’s performance.
• In relation to changes to constitutions and capital structures, shareholders (and not Directors) should retain overall control of the capital structure of their company.
• The aim of remuneration arrangements is to attract, motivate and retain the right people

VFMC applies these underlying principles on a case-by-case basis to each proxy voting decision, taking into account the circumstances of the company and the commercial realities of the voting outcomes. Our overriding consideration is ensuring shareholder rights and value is protected.

To identify divergences from these principles and issues for further consideration, VFMC receives voting recommendations from governance advisers. These recommendations are taken as one input into the decision making process and highlight issues for further consideration.

We may also consult with external fund managers to assess the potential shareholder value impact of the vote. We also consider the outcomes of engagements undertaken either directly, collaboratively or through specialist service providers.