The proxy
voting guidelines below summarize Saturna Capital’s positions on
various issues of concern to investors, and give a general indication of
how portfolio
securities held in advisory accounts will be voted on proposals dealing
with particular issues.
The proxy voting guidelines are just that — guidelines. The guidelines
are not exhaustive and do not include all potential voting issues. Because
proxy issues and the circumstances of individual companies are so varied,
there may be instances when the advisor may not vote in strict adherence
to these guidelines. Regardless of these guidelines, the advisor will always
attempt to vote consistent with specific investment objectives and policies
of the account.
Saturna Capital’s investment professionals, as part of their ongoing
review and analysis of all portfolio holdings, are responsible for monitoring
significant corporate developments, including proxy proposals submitted to
shareholders. Voting proxies is a responsibility of an account’s
portfolio manager.
For mutual funds, these guidelines are reviewed and approved annually by
the fund trustees. The portfolio manager will refer all issues where there
could be a conflict of interest (e.g., a familial or business relationship
with company management) or uncertainty of direction to the fund trustees
for resolution. Disclosure of the proxy voting record is a responsibility
of the fund’s secretary.
By the following general categories, absent special circumstances, proxies
will be voted:
Governance
For proposals calling for a majority of the directors to be independent
of management.
For proposals seeking to increase the independence of board nominating,
audit, and compensation committees.
In accordance with the recommendation of the company's board of directors
on all shareholder proposals, except it will vote for shareholder proposals
that are consistent with these proxy voting guidelines.
For the election of the company's nominees for director, except it will
withhold votes for nominees it considers insufficiently committed or
competent.
Against proposals to elect directors on a staggered schedule.
Business Transactions
On a case-by-case basis on board-approved proposals to effect acquisitions,
mergers, reincorporations, reorganizations, and other transactions.
Against proposals to adopt anti-takeover measures.
On a case-by-case basis on proposals to amend a company's charter or
bylaws.
Against authorization to transact other unidentified, substantive business
at the meeting.
Capitalization
On a case-by-case basis on board-approved proposals involving changes
to a company's capitalization, except it will normally vote:
For proposals relating to the authorization of additional common
stock.
For proposals to effect stock splits.
For proposals authorizing share repurchase programs.
Executive Compensation
On a case-by-case basis on board-approved proposals relating to executive
compensation.
For compensation programs that relate executive compensation to
a company's long-term performance.
For stock option plans unless they could result in massive dilution
or have other provisions clearly not in the interest of existing
shareholders.
