Proxy Voting Guidelines

BCIs-Proxy-Voting-Guidelines

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PROXY VOTING GUIDELINES / 2019 23 PROXY VOTING GUIDELINES We will typically support proposals that seek additional company reporting when companies lag their peers in disclosing environmental or social impacts, policies and/or practices, unless sufficient information is already disclosed and available to shareholders. In some instances, when we consider investors do not have sufficient information to assess emerging risks that could have a material impact in the short or long-term, we will carefully review proposals calling for supplementary disclosure at a reasonable cost to the company. We will also consider supporting efforts to require companies to take specific reasonable management actions to mitigate environmental and social risks or to adopt specific policies and/or implement initiatives aimed at protecting the environment, employees, customers, communities and broad society. In contrast, we usually are not supportive of shareholder proposals that are written in a prescriptive way and/or calling for excluding or adding activities to companies' business lines, as such decisions should be left to management. Finally, we may be sympathetic to the concerns raised about a firm's corporate citizenship but may not believe that the reforms or actions requested of the company provide an effective solution for those issues. In such cases, BCI will support the company board of directors and management recommendations. BCI supports disclosure frameworks and recommendations such as those that have been issued by the Task Force on Climate Related Financial Disclosures (TCFD) 4 and the Sustainability Accounting Standards Board (SASB) 5 as a means for investee companies to better disclose decision-useful information around climate-related risks. BCI will generally support shareholder proposals that seek for companies to report in line with such frameworks and recommendations. Our approach to corporate responsibility set out in these Guidelines also seeks to be consistent with the commitments BCI has made to responsible investor organizations and initiatives as outlined in our Shareholder Engagement Guidelines. We will generally be supportive of proposals calling for companies to adopt policies and practices in line with internationally recognized best practice standards and frameworks. We generally support requests if: • the company does not have well-documented environmental and social management systems and/or does not monitor impacts; or • the company's actions and policies lag its peers; or • there has been controversies, litigations or fines stemming from its treatment of environmental and social risks; or • there is growing consumer concern and increasing regulation around product use; or • the proposed actions and policies are likely to enhance its reputation as a market leader and its long-term ability to operate. 4 Task Force on Climate Related Financial Disclosures: fsb-tcfd.org 5 Sustainability Accounting Standards Board: sasb.org BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION 750 Pandora Ave, Victoria BC V8W 0E4 CANADA / BCI.ca BCI is the investment agent for many institutional clients; the views and opinions expressed in this report are those of BCI and do not necessarily represent the views of its clients. The information in this report is provided as of the date hereof. Neither the delivery of the report nor any further discussions in relation to BCI will under any circumstances create any implication that there has been no change in the affairs of BCI since the date of this report. All rights reserved. Contents copyright © BCI 2019.

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