These proxy voting guidelines summarize Saturna Capital Corporation's positions and give a general indication of how portfolio securities held in advisory accounts, such as the Amana, Sextant, and Saturna Sustainable Funds, will be voted.
The guidelines are not exhaustive and do not include all potential voting issues. Because proxy issues and the circumstances of individual companies are varied, there may be instances when the adviser may not vote in strict adherence to these guidelines. We will evaluate the merits and intentions of all proposals, and will typically vote in favor of those proposals we determine to be constructive to the company, to the environment in which it operates, and to the best interest of its shareholders. We will typically oppose proposals we deem to be immaterial, nuisance proposals, or proposals that would entail significant costs in compliance with little associated benefit.
Regardless of the circumstances, the adviser will always attempt to vote in accordance with an account's specific investment objectives and policies, which in the case of the Amana and Saturna Sustainable Funds, includes careful examination of environmental, social, and governance issues.
Saturna Capital Corporation'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 shareowners. The research analyst assigned to the sector in which an issue falls is responsible for voting the associated proxies.
These guidelines are reviewed and approved annually by the Trustees. The research analyst will refer all issues where there could be a conflict of interest (e.g., a familial or business relationship with a company or management) or uncertainty regarding the merits of any management or shareholder proposal to Saturna's Proxy Committee for discussion and adjudication. The Proxy Committee consists of the Chief Investment Officer, President, and Chief Legal Officer of Saturna Capital Corporation, as well as other relevant investment professionals who may participate from time to time.
CORPORATE GOVERNANCE
We will generally vote FOR:
- Proposals requesting disclosure of the company's political contributions and policies governing political contributions.
- Proposals requesting disclosure of the company's lobbying expenditures and policies governing lobbying expenditures.
- Proposals requesting disclosure of the company's participation in drafting and/or supporting legislation (including the names of partnering organizations, if applicable).
- Management's recommendation for ratification of the auditor, except in the case where non-audit fees represent more than 30% of the total fees paid in the previous year.
Corporate Transactions
We will generally vote AGAINST:
- Authorization to transact other, unidentified, substantive business at the meeting.
We will vote CASE BY CASE on:
- Mergers and acquisitions, leveraged buyouts, spin-offs, re-incorporations, tax inversions, liquidations, and asset sales with regard to the impact on existing shareholders' and community stakeholders' interests.
- Proposals to amend a company's charter or by-laws.
Director Elections
We will generally vote FOR:
- Proposals that require a majority of independent Directors.
- Proposals to separate the Chief Executive Officer and Chairman of the Board positions.
- Proposals seeking to increase the independence and diversity of board nominating, audit, and compensation committees.
- Establishment of reasonable retirement age for Directors.
- Proposals that require Directors to own a minimum number of shares in the company.
We will generally vote AGAINST:
- Directors who have attended less than 75% of Board meetings.
- Management proposals that give management the ability to alter the size of the board without shareholder approval.
- Efforts to classify the board or eliminate cumulative voting.
- The election of Directors who serve on the compensation committee who also serve as CEO of any public company.
- Proposals to elect directors on a staggered schedule.
We will vote CASE BY CASE on:
- Individual Directors, committee members, or on the entire board.
- Directors who are incumbent members of the nominating committee if the board, in our judgment, lacks diversity.
Takeover Defenses
We will generally vote FOR:
- The elimination of dual class stock with unequal voting rights.
- Proposals to put poison pills to a shareholder vote.
We will generally vote AGAINST:
- Proposals to introduce dual-class shareholding structures or non-voting share classes.
- Proposals to adopt anti-takeover defenses.
Capital Structure
We will generally vote FOR:
- Proposals to effect stock splits.
- Proposals authorizing share repurchase programs.
We will vote CASE BY CASE on:
- Proposals to increase common stock.
Compensation
We will generally vote FOR:
- Proposals to allow shareholders to vote on executive compensation.
- Compensation programs that relate executive compensation to a company's long-term performance.
- Stock option plans unless they could result in significant dilution or have other provisions clearly not in the interest of existing shareholders.
We will vote CASE BY CASE on:
- Executive and director compensation. We generally favor capital-related Key Performance Indicators (return on capital expenditure (ROCE); return on invested capital (ROIC); economic value added (EVA)) rather than accounting-related indicators (sales; earnings per share (EPS); and earnings before interest, taxes, depreciation, and amortization (EBITDA)).
ENVIRONMENT
We expect companies to be mindful of their environmental record and impact. We will vote in favor of proposals requesting that companies adopt the Ceres principles, and in favor of requests for corporate social responsibility or sustainability reports detailing a company's environmental practices.
We will also generally vote in favor of any proposal that requests disclosure and/or improvement relating to the company's approach to:
- Addressing climate change.
- Reducing waste.
- Reducing greenhouse gas emissions.
- Reducing other toxic emissions.
- Taking responsibility for toxic cleanup.
- Mitigating water-related risks.
- Mitigating negative impact on biodiversity in the communities in which the company operates.
- The use of harmful pesticides, antibiotics, genetically engineered organisms, and other chemicals in food production.
- Health and environmental hazards the company's operations present to the communities in which it operates.
- Sustainable business operations.
SOCIAL RESPONSIBILITY
We will generally vote for any proposals that request disclosure and/or improvement relating to the company's approach to:
- The representation of women and minorities in the workplace.
- Equal employment opportunities and/or nondiscrimination policies.
- Workplace codes of conduct, particularly practices related to employee health and safety.
- Product-related safety issues, including product quality and recalls.
- Animal welfare.
