Voting Policy

We act solely in the best interest of our clients as shareholders of a company. We have no specific social or political agenda outside of our fiduciary responsibility.
Our voting policies are outlined below.

1. Board of Directors

We look for qualified individuals and a board size that allows speedy decision making. External directors should be independent.

2. Election of Corporate Auditors

We look for qualified individuals. External auditors should be independent. We will vote against proposals to decrease the number of corporate auditors or external corporate auditors without good reason.

3. Ratification of Accounting Auditors

Accounting auditors should be independent.

4. Limited Liability

We will generally vote in favor of proposals to limit liability of directors, external directors, external auditors and accounting auditors, as long as there are no corporate governance issues in doing so.

5. Appropriation of Retained Earnings

Appropriation of retained earnings should contribute to future growth of corporate value. We require proper explanation of larger than necessary internal financial reserves.

6. Director Compensation

We take into consideration both corporate earnings and incentivization of the individual. We do not believe severance compensation arrangements are appropriate for external directors and auditors. We generally support stock option plans appropriately designed to grow future corporate value. However, we will oppose plans that are substantially dilutive to our ownership interest. We generally oppose plans to award stock options to independent external directors and auditors, and outsiders who have not directly contributed to earnings growth. We will also oppose plans to reprice underwater options.

7. Changes to Capital Structure and Business

We believe financial and business management are primarily the responsibility of management. We will generally vote with management with respect to proposals regarding equity issuance, share buybacks, mergers and acquisitions, and changes in articles of association as long as they are based on a reasonable strategy.

8. Anti-Takeover Protection Mechanisms

Shareholder rights plans are evaluated according to the following criteria. Where such plans are not subject to a shareholder vote, our stance will be reflected in our election of directors.