SHARE PROXY VOTING SERVICES POLICY

Approved: June 30, 2016

The Shareholder Association for Research and Education (SHARE) is appointed by institutional investors to execute proxies for special and annual meetings of the companies they own. At all times, SHARE will act in the best interests of clients when performing this duty. SHARE will avoid or disclose conflicts of interest, strive to provide accurate and reliable information upon which voting decisions are made and to communicate to clients and market participants. The SHARE Board of Directors is responsible for approving this policy and overseeing its implementation.

  1. CONFLICTS OF INTEREST

In recognition that conflicts may arise that affect our research, analysis, vote recommendations or proxy voting guidelines, SHARE will seek to avoid conflicts of interest and, where this is not possible, will manage conflicts to ensure the independence of its advice.

1.1 Actual or potential conflicts of interest will be disclosed to affected clients in a timely manner.

1.2 SHARE will identify, manage and mitigate actual or potential conflicts of interest. A conflict may arise between SHARE and a client. A conflict may also arise between the interests of one or another client or clients.

1.3 SHARE does not provide services to or have significant business relationships with the corporate issuers whose proxies it analyzes and votes on behalf of its clients. Specifically, SHARE does not provide consulting services to corporate issuers.

1.4 Where SHARE acts for an investor that submits a shareholder proposal for voting on at a special or annual meeting, SHARE will disclose its role to all clients who hold a position in that issuer.

1.5 SHARE’s board of directors and its member have no direct role in the proxy voting service and do not communicate with SHARE analysts regarding vote recommendations.

1.6 Analysts may not analyze or make vote determinations on the proxies of companies in which they directly hold shares.

1.7 SHARE will implement internal controls to monitor actual and potential conflicts of interest.

1.8 Policies and practices related to the avoidance, identification and mitigation of conflicts of interest will be reviewed and revised annually.

  1. TRANSPARENCY AND ACCURACY OF VOTE ANALYSIS AND RECOMMENDATIONS

2.1 SHARE provides vote research and analysis, makes vote determinations based on client approved guidelines, and assists clients in the development of voting guidelines.

2.2 Research and analysis is conducted using current publicly available sources, including issuers’ regulatory filings and public records, such as corporations’ annual reports, notices of shareholders’ meetings and proxy information circulars. SHARE is not responsible for the accuracy of third-party statements.

2.3 Each ballot item is individually researched and analyzed using a consistent methodology.

2.4. Internal controls are in place to ensure reliable and accurate research, analysis and vote execution.

2.5 SHARE voting staff have the qualifications, competencies, knowledge and training to perform their roles. Information on the background and qualifications of analysts are available at www.share.ca.

2.6 SHARE clients may choose to adopt or modify SHARE’s Model Proxy Voting Guidelines (http://share.ca/documents/proxy_voting_reports/Proxy_Voting_Guidelines/2016/Model_Proxy_Voting_Guidelines.pdf). Clients also have the option of employing custom guidelines.

2.7 Standards for corporate environmental, social and governance practice change over time.  SHARE constantly monitors these developments and reviews and revises the Model Proxy Voting Guidelines annually in consultation with a committee of industry experts. The Guidelines provide a rationale for each guideline.

  1. COMMUNICATIONS WITH CLIENTS, STAKEHOLDERS AND THE PUBLIC

3.1 SHARE’s Model Proxy Voting Guidelines is a public document, available to all investors, issuers and the general public on SHARE’s website.

3.2 Records of all reasons for a vote determination against the recommendations of management are maintained by SHARE. These are provided to clients.

3.3 SHARE analysts do not communicate with issuers or proponents about issues to be voted on at pending shareholders’ meetings. Communication may occur before publication of the Management proxy circular or after the conclusion of the meeting at which voting occurred.

3.4 Clients will be informed of any factual errors or inaccuracies in SHARE’s research, analysis or vote determination in a timely way.

3.5 Clients will be notified promptly of any changes to key person or procedures that may affect SHARE services to them.

3.6 SHARE may disclose to the media in advance of a vote the outcome of its vote analysis and determination in respect of the SHARE Model Proxy Voting Guidelines.

3.7 From time to time SHARE will make public its vote analysis and recommendations on a ballot item or items in advance of a vote.

3.8 Any person or institution with questions, concerns or complaints regarding SHARE proxy voting services should contact: Peter Chapman, Executive Director, SHARE. 604-695-2020 pchapman@share.ca.