Proxy Voting Guidelines

BCI's Proxy Voting Guidelines

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PROXY VOTING GUIDELINES / 2017 1 These guidelines set out our main beliefs on governance as well as common proposals on environmental and social risk. This document also outlines how we intend to vote on these proxy issues. BCI respects the capabilities and expertise of company directors and management, and does not seek to interfere in day-to-day management functions. We expect that the implementation of these guidelines will assist and encourage boards to remain focused on the objective of building shareholder value while holding them accountable for actions taken. BCI commits to being flexible in how we apply these guidelines in recognition that there are limitations to a one-size-fits-all model of corporate governance. BCI applies these guidelines globally while also recognizing that practices can differ dramatically in different markets. These differences will sometimes influence actual voting decisions. BCI is transparent about our proxy voting activity, disclosing all votes on our website at BCI continues to be a strong proponent of proxy voting infrastructure reform to ensure the integrity of the voting process. As voting has become primarily electronic, risks such as inaccurate vote instructions, over-voting, and empty voting (where those with limited economic interest are able to influence voting outcomes), are addressed by regulators. BCI actively discusses these matters with various regulatory bodies. Preface BCI is a long-term investor in the global equity markets. We believe that companies that take material environmental, social and governance (ESG) matters into account have less risk and perform better financially over the longer term. It is also our belief that sound ESG practices contribute to the integrity of the public corporations we invest in and to the creation of value for our clients. Accordingly, through proxy voting and other engagement with portfolio companies, we advocate for improvements on ESG where necessary to enhance company performance and shareholder value. This is consistent with our fiduciary duty to clients to utilize all reasonable ways to increase their portfolio return.

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