As filed with the Securities and Exchange Commission on February 26, 2018
Securities Act of 1933 File No. 333-173967
Investment Company Act of 1940 File No. 811-22555
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 74 ☒
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 76 ☒
(Check Appropriate Box or Boxes)
FLEXSHARES TRUST
(Exact Name of Registrant as Specified in Charter)
50 South LaSalle Street
Chicago, Illinois 60603
(Address of Principal Executive Offices)
855-353-9383
(Registrants Telephone Number, including Area Code)
It is proposed that this filing will become effective (check appropriate box)
☐ | immediately upon filing pursuant to paragraph (b) |
☒ | on March 1, 2018 pursuant to paragraph (b) |
☐ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | on (date) pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
☐ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
Fund | Ticker | Stock Exchange |
FlexShares ® Morningstar US Market Factor Tilt Index Fund | TILT | NYSE Arca |
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | TLTD | NYSE Arca |
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund | TLTE | NYSE Arca |
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | TLDH | NYSE Arca |
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund | TLEH | NYSE Arca |
FlexShares ® US Quality Large Cap Index Fund | QLC | NASDAQ |
FlexShares ® STOXX ® US ESG Impact Index Fund | ESG | NASDAQ |
FlexShares ® STOXX ® Global ESG Impact Index Fund | ESGG | NASDAQ |
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund | GUNR | NYSE Arca |
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | NFRA | NYSE Arca |
FlexShares ® Global Quality Real Estate Index Fund | GQRE | NYSE Arca |
FlexShares ® Real Assets Allocation Index Fund | ASET | NASDAQ |
FlexShares ® Quality Dividend Index Fund | QDF | NYSE Arca |
FlexShares ® Quality Dividend Defensive Index Fund | QDEF | NYSE Arca |
FlexShares ® Quality Dividend Dynamic Index Fund | QDYN | NYSE Arca |
FlexShares ® International Quality Dividend Index Fund | IQDF | NYSE Arca |
FlexShares ® International Quality Dividend Defensive Index Fund | IQDE | NYSE Arca |
FlexShares ® International Quality Dividend Dynamic Index Fund | IQDY | NYSE Arca |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | TDTT | NYSE Arca |
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | TDTF | NYSE Arca |
FlexShares ® Disciplined Duration MBS Index Fund | MBSD | NASDAQ |
FlexShares ® Credit-Scored US Corporate Bond Index Fund | SKOR | NASDAQ |
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | LKOR | NASDAQ |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.25% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.26% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.25% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 26 |
3 Years | $ 83 |
5 Years | $ 145 |
10 Years | $330 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 17.83% | 15.03% | 15.22% | 9/16/2011 |
After Taxes on Distributions | 17.31% | 14.58% | 14.82% | — |
After Taxes on Distributions and Sale of Shares | 10.38% | 12.02% | 12.38% | — |
Morningstar® US Market Factor Tilt Index SM * | 17.99% | 15.24% | 15.42% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.39% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.40% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.39% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 40 |
3 Years | $ 127 |
5 Years | $223 |
10 Years | $ 504 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 25.92% | 8.63% | 8.95% | 9/25/2012 |
After Taxes on Distributions | 24.99% | 8.05% | 8.39% | — |
After Taxes on Distributions and Sale of Shares | 15.22% | 6.78% | 7.06% | — |
Morningstar® Developed Markets ex-US Factor Tilt Index SM * | 25.99% | 8.79% | 9.12% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.59% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.60% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.59% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 60 |
3 Years | $ 191 |
5 Years | $334 |
10 Years | $ 749 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 32.37% | 4.25% | 5.16% | 9/25/2012 |
After Taxes on Distributions | 31.62% | 3.79% | 4.72% | — |
After Taxes on Distributions and Sale of Shares | 18.79% | 3.23% | 3.96% | — |
Morningstar® Emerging Markets Factor Tilt Index SM * | 33.43% | 4.83% | 5.86% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.44% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.02% |
Acquired Fund Fees and Expenses (1) | 0.39% |
Total Annual Fund Operating Expenses | 0.85% |
Expense Reimbursement (2) | -0.41% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.44% |
(1) | “Acquired Fund Fees and Expenses” reflect the Fund's pro rata share of the fees and expenses incurred by investing in the Underlying Fund (as defined below). The impact of Acquired Fund Fees and Expenses will be included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund's net asset value per share (“NAV”). |
(2) | Northern Trust Investments, Inc. (“NTI” or the “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. NTI also has contractually agreed until March 1, 2020 to waive Management Fees or reimburse certain expenses in an amount equal to the Acquired Fund Fees and Expenses attributable to the Fund’s investments in the Underlying Fund (as defined below). The Fund’s Board of Trustees may terminate the contractual arrangements at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 45 |
3 Years | $ 230 |
5 Years | $ 431 |
10 Years | $1,011 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 18.57% | 11.86% | 11/9/2015 |
After Taxes on Distributions | 17.35% | 10.74% | — |
After Taxes on Distributions and Sale of Shares | 11.00% | 8.95% | — |
Morningstar® Developed Markets ex-US Factor Tilt Hedged Index SM * | 18.39% | 11.93% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.64% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Acquired Fund Fees and Expenses (1) | 0.59% |
Total Annual Fund Operating Expenses | 1.24% |
Expense Reimbursement (2) | -0.60% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.64% |
(1) | “Acquired Fund Fees and Expenses” reflect the Fund's pro rata share of the fees and expenses incurred by investing in the Underlying Fund (as defined below). The impact of Acquired Fund Fees and Expenses will be included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund's net asset value per share (“NAV”). |
(2) | Northern Trust Investments, Inc. (“NTI” or the “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. NTI also has contractually agreed until March 1, 2020 to waive Management Fees or reimburse certain expenses in an amount equal to the Acquired Fund Fees and Expenses attributable to the Fund’s investments in the Underlying Fund (as defined below). The Fund’s Board of Trustees may terminate the contractual arrangements at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 65 |
3 Years | $ 334 |
5 Years | $ 623 |
10 Years | $1,447 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 24.93% | 13.73% | 11/9/2015 |
After Taxes on Distributions | 24.24% | 12.85% | — |
After Taxes on Distributions and Sale of Shares | 14.57% | 10.45% | — |
Morningstar® Emerging Markets Factor Tilt Hedged Index SM * | 25.62% | 14.18% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.32% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.34% |
Expense Reimbursement (1) | -0.02% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.32% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 33 |
3 Years | $ 107 |
5 Years | $ 189 |
10 Years | $429 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 21.32% | 15.41% | 9/23/2015 |
After Taxes on Distributions | 20.92% | 14.94% | — |
After Taxes on Distributions and Sale of Shares | 12.36% | 11.92% | — |
Northern Trust Quality Large Cap Index SM * | 21.86% | 15.86% | — |
S&P 500 Index* | 21.83% | 17.63% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.32% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.35% |
Expense Reimbursement (1) | -0.03% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.32% |
(1) | NTI has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. After this date, NTI and the Fund may mutually agree to extend the contractual arrangement. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 33 |
3 Years | $ 109 |
5 Years | $ 193 |
10 Years | $440 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 21.37% | 18.87% | 7/13/2016 |
After Taxes on Distributions | 20.90% | 18.38% | — |
After Taxes on Distributions and Sale of Shares | 12.44% | 14.46% | — |
STOXX® USA ESG Impact Index SM * | 20.78% | 18.34% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.42% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.45% |
Expense Reimbursement (1) | -0.03% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.42% |
(1) | NTI has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until at least March 1, 2019. After this date, NTI and the Fund may mutually agree to extend the contractual arrangement. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 43 |
3 Years | $ 141 |
5 Years | $ 249 |
10 Years | $564 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 23.85% | 19.44% | 7/13/2016 |
After Taxes on Distributions | 23.28% | 18.90% | — |
After Taxes on Distributions and Sale of Shares | 13.86% | 14.87% | — |
STOXX® Global ESG Impact Index SM * | 23.72% | 19.37% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.46% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.47% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.46% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 47 |
3 Years | $ 150 |
5 Years | $262 |
10 Years | $590 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 18.43% | 1.53% | 1.52% | 9/16/2011 |
After Taxes on Distributions | 17.89% | 1.01% | 1.08% | — |
After Taxes on Distributions and Sale of Shares | 10.93% | 1.18% | 1.19% | — |
Morningstar® Global Upstream Natural Resources Index SM * | 18.90% | 1.93% | 1.85% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.47% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.48% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.47% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 48 |
3 Years | $ 153 |
5 Years | $268 |
10 Years | $603 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 16.04% | 7.66% | 10/8/2013 |
After Taxes on Distributions | 15.18% | 6.99% | — |
After Taxes on Distributions and Sale of Shares | 9.61% | 5.93% | — |
STOXX® Global Broad Infrastructure Index * | 15.90% | 7.60% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.45% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.46% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.45% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 46 |
3 Years | $ 147 |
5 Years | $257 |
10 Years | $578 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 13.41% | 8.58% | 11/5/2013 |
After Taxes on Distributions | 12.60% | 7.43% | — |
After Taxes on Distributions and Sale of Shares | 7.74% | 6.20% | — |
FTSE EPRA/NAREIT Developed Index SM * | 10.36% | 6.04% | — |
Northern Trust Global Quality Real Estate Index SM * | 13.33% | 8.50% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.57% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.08% |
Acquired Fund Fees and Expenses (1) | 0.47% |
Total Annual Fund Operating Expenses | 1.12% |
Expense Reimbursement (2) | -0.55% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.57% |
(1) | “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in the Underlying Fund (as defined below). The impact of Acquired Fund Fees and Expenses will be included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s net asset value per share (“NAV”). |
(2) | Northern Trust Investments, Inc. (“NTI” or the “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. NTI also has contractually agreed until March 1, 2019 to waive Management Fees or reimburse certain expenses in an amount equal to the Acquired Fund Fees and Expenses attributable to the Fund’s investments in the Underlying Fund (as defined below). The Fund’s Board of Trustees may terminate the contractual arrangements at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 58 |
3 Years | $ 301 |
5 Years | $ 564 |
10 Years | $1,314 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 14.92% | 10.08% | 11/23/2015 |
After Taxes on Distributions | 14.13% | 9.02% | — |
After Taxes on Distributions and Sale of Shares | 8.78% | 7.46% | — |
Northern Trust Real Assets Allocation Index SM * | 15.04% | 10.18% | — |
MSCI ACWI Index* | 23.97% | 13.57% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.37% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.38% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.37% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 38 |
3 Years | $ 121 |
5 Years | $ 212 |
10 Years | $479 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 17.17% | 15.62% | 15.56% | 12/14/2012 |
After Taxes on Distributions | 16.20% | 14.76% | 14.69% | — |
After Taxes on Distributions and Sale of Shares | 10.12% | 12.38% | 12.32% | — |
Russell 1000 ® Index* | 21.69% | 15.70% | 15.79% | — |
Northern Trust Quality Dividend Index SM * | 17.88% | 16.15% | 16.09% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.37% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.38% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.37% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 38 |
3 Years | $ 121 |
5 Years | $ 212 |
10 Years | $479 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 16.94% | 15.11% | 15.00% | 12/14/2012 |
After Taxes on Distributions | 15.97% | 14.28% | 14.16% | — |
After Taxes on Distributions and Sale of Shares | 9.99% | 11.96% | 11.87% | — |
Russell 1000 ® Index* | 21.69% | 15.70% | 15.79% | — |
Northern Trust Quality Dividend Defensive Index SM * | 17.49% | 15.63% | 15.53% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.37% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.38% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.37% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 38 |
3 Years | $ 121 |
5 Years | $ 212 |
10 Years | $479 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 18.67% | 15.06% | 15.14% | 12/14/2012 |
After Taxes on Distributions | 17.66% | 14.15% | 14.23% | — |
After Taxes on Distributions and Sale of Shares | 10.98% | 11.88% | 11.95% | — |
Russell 1000 ® Index* | 21.69% | 15.70% | 15.79% | — |
Northern Trust Quality Dividend Dynamic Index SM * | 19.08% | 15.48% | 15.57% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.47% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.48% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.47% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 48 |
3 Years | $ 153 |
5 Years | $268 |
10 Years | $603 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 23.63% | 5.23% | 4/12/2013 |
After Taxes on Distributions | 22.24% | 4.40% | — |
After Taxes on Distributions and Sale of Shares | 14.04% | 4.04% | — |
MSCI ACWI ex USA Index* | 27.19% | 6.23% | — |
Northern Trust International Quality Dividend Index SM * | 23.99% | 5.74% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.47% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.48% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.47% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 48 |
3 Years | $ 153 |
5 Years | $268 |
10 Years | $603 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 21.70% | 4.35% | 4/12/2013 |
After Taxes on Distributions | 20.11% | 3.47% | — |
After Taxes on Distributions and Sale of Shares | 13.03% | 3.35% | — |
MSCI ACWI ex USA Index* | 27.19% | 6.23% | — |
Northern Trust International Quality Dividend Defensive Index SM * | 21.90% | 5.07% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.47% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.48% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.47% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 48 |
3 Years | $ 153 |
5 Years | $268 |
10 Years | $603 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 23.61% | 6.74% | 4/12/2013 |
After Taxes on Distributions | 22.33% | 5.92% | — |
After Taxes on Distributions and Sale of Shares | 13.99% | 5.25% | — |
MSCI ACWI ex USA Index* | 27.19% | 6.23% | — |
Northern Trust International Quality Dividend Dynamic Index SM * | 23.84% | 7.31% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) (1) | |
Management Fees | 0.18% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.19% |
Expense Reimbursement (2) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.18% |
(1) | The expense information in the table has been restated to reflect current fees. |
(2) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 18 |
3 Years | $ 60 |
5 Years | $ 106 |
10 Years | $242 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 0.52% | -0.08% | 0.42% | 9/19/2011 |
After Taxes on Distributions | -0.29% | -0.37% | 0.12% | — |
After Taxes on Distributions and Sale of Shares | 0.29% | -0.19% | 0.19% | — |
iBoxx 3-Year Target Duration TIPS Index * | 0.78% | 0.09% | 0.57% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) (1) | |
Management Fees | 0.18% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.19% |
Expense Reimbursement (2) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.18% |
(1) | The expense information in the table has been restated to reflect current fees. |
(2) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 18 |
3 Years | $ 60 |
5 Years | $ 106 |
10 Years | $242 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 1.97% | 0.05% | 1.06% | 9/19/2011 |
After Taxes on Distributions | 1.01% | -0.37% | 0.63% | — |
After Taxes on Distributions and Sale of Shares | 1.11% | -0.15% | 0.63% | — |
iBoxx 5-Year Target Duration TIPS Index * | 2.26% | 0.20% | 1.19% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.20% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.21% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.20% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 20 |
3 Years | $ 67 |
5 Years | $ 117 |
10 Years | $267 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 1.20% | 1.49% | 9/3/2014 |
After Taxes on Distributions | -0.21% | 0.11% | — |
After Taxes on Distributions and Sale of Shares | 0.68% | 0.51% | — |
The ICE BofA Merrill Lynch ® Constrained Duration US Mortgage Backed Securities Index SM * | 1.96% | 1.92% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.22% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.23% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.22% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 23 |
3 Years | $ 73 |
5 Years | $ 129 |
10 Years | $292 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 3.73% | 2.90% | 11/12/2014 |
After Taxes on Distributions | 2.62% | 1.82% | — |
After Taxes on Distributions and Sale of Shares | 2.10% | 1.72% | — |
Bloomberg Barclays Intermediate U.S. Corporate Bond Index* | 3.92% | 2.96% | — |
Northern Trust Credit-Scored US Corporate Bond Index SM * | 4.07% | 3.22% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.22% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.24% |
Expense Reimbursement (1) | -0.02% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.22% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 23 |
3 Years | $ 75 |
5 Years | $ 133 |
10 Years | $304 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 12.03% | 8.99% | 9/23/2015 |
After Taxes on Distributions | 10.14% | 6.83% | — |
After Taxes on Distributions and Sale of Shares | 6.75% | 5.87% | — |
Bloomberg Barclays Long U.S. Corporate Bond Index* | 12.09% | 9.43% | — |
Northern Trust Credit-Scored US Long Corporate Bond Index SM * | 12.42% | 9.43% | — |
* | Reflects no deduction for fees, expenses or taxes. |
FlexShares
Morningstar
US Market Factor Tilt Index Fund |
FlexShares
Morningstar
Developed Markets ex-US Factor Tilt Index Fund |
FlexShares
Morningstar
Emerging Markets Factor Tilt Index Fund |
FlexShares
Currency Hedged
Morningstar DM ex-US Factor Tilt Index Fund |
FlexShares
Currency Hedged
Morningstar EM Factor Tilt Index Fund |
FlexShares
US Quality
Large Cap Index Fund |
FlexShares
STOXX
®
US ESG
Impact Index Fund |
FlexShares
STOXX
®
Global
ESG Impact Index Fund |
FlexShares
Morningstar
Global Upstream Natural Resources Index Fund |
FlexShares
STOXX
®
Global
Broad Infrastructure Index Fund |
FlexShares
Global Quality
Real Estate Index Fund |
FlexShares
Real Assets
Allocation Index Fund |
|
Authorized Participant Concentration Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Calculation Methodology Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
China Investment Risk | ✓ | ✓ | ||||||||||
Concentration Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Corporate Bond Risk | ||||||||||||
Credit (or Default) Risk | ||||||||||||
Currency Hedging Risk | ✓ | ✓ | ||||||||||
Currency Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
Cyber Security and Operational Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Debt Extension Risk | ||||||||||||
Derivatives Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Dividend Risk | ||||||||||||
Equity Securities Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
ESG Investment Risk | ✓ | ✓ | ||||||||||
Financial Sector Risk | ✓ | ✓ | ✓ | ✓ | ✓ |
FlexShares
Morningstar
US Market Factor Tilt Index Fund |
FlexShares
Morningstar
Developed Markets ex-US Factor Tilt Index Fund |
FlexShares
Morningstar
Emerging Markets Factor Tilt Index Fund |
FlexShares
Currency Hedged
Morningstar DM ex-US Factor Tilt Index Fund |
FlexShares
Currency Hedged
Morningstar EM Factor Tilt Index Fund |
FlexShares
US Quality
Large Cap Index Fund |
FlexShares
STOXX
®
US ESG
Impact Index Fund |
FlexShares
STOXX
®
Global
ESG Impact Index Fund |
FlexShares
Morningstar
Global Upstream Natural Resources Index Fund |
FlexShares
STOXX
®
Global
Broad Infrastructure Index Fund |
FlexShares
Global Quality
Real Estate Index Fund |
FlexShares
Real Assets
Allocation Index Fund |
|
Foreign Securities Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
Emerging Markets Risk | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||
Fund of Funds Risk | ✓ | ✓ | ✓ | |||||||||
Global Natural Resources Risk | ✓ | ✓ | ||||||||||
High Portfolio Turnover Risk | ||||||||||||
Income Risk | ||||||||||||
Inflation Protected Security Risk | ||||||||||||
Information Technology Sector Risk | ✓ | ✓ | ||||||||||
Infrastructure-Related Companies Risk | ✓ | ✓ | ||||||||||
Interest Rate Risk | ✓ | ✓ | ✓ | |||||||||
Interest Rate/Maturity Risk | ||||||||||||
Japan Investment Risk | ✓ | ✓ | ||||||||||
Large Cap Risk | ✓ | ✓ | ✓ | |||||||||
Liquidity Risk | ||||||||||||
Market Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Market Trading Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Mid and Small Cap Stock Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
Mid Cap Stock Risk | ✓ | ✓ | ||||||||||
MLP Risk | ✓ | ✓ | ||||||||||
Model Risk | ✓ | |||||||||||
Momentum Risk | ✓ | ✓ | ✓ | |||||||||
Mortgage-Backed Pass-Through Securities Risk | ||||||||||||
Non-Diversification Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
FlexShares
Morningstar
US Market Factor Tilt Index Fund |
FlexShares
Morningstar
Developed Markets ex-US Factor Tilt Index Fund |
FlexShares
Morningstar
Emerging Markets Factor Tilt Index Fund |
FlexShares
Currency Hedged
Morningstar DM ex-US Factor Tilt Index Fund |
FlexShares
Currency Hedged
Morningstar EM Factor Tilt Index Fund |
FlexShares
US Quality
Large Cap Index Fund |
FlexShares
STOXX
®
US ESG
Impact Index Fund |
FlexShares
STOXX
®
Global
ESG Impact Index Fund |
FlexShares
Morningstar
Global Upstream Natural Resources Index Fund |
FlexShares
STOXX
®
Global
Broad Infrastructure Index Fund |
FlexShares
Global Quality
Real Estate Index Fund |
FlexShares
Real Assets
Allocation Index Fund |
|
Non-U.S. Issuer Risk | ||||||||||||
Passive Investment Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Prepayment (or Call) Risk | ||||||||||||
Real Estate Securities Risk | ✓ | ✓ | ||||||||||
REIT Risk | ✓ | ✓ | ✓ | |||||||||
Securities Lending Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Tax Risk | ✓ | ✓ | ✓ | |||||||||
Tracking Error Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
U.S. Government Securities Risk | ||||||||||||
U.S. Issuer Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
Valuation Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Value Investing Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||
Volatility Risk |
FlexShares
Quality
Dividend Index Fund |
FlexShares
Quality
Dividend Defensive Index Fund |
FlexShares
Quality
Dividend Dynamic Index Fund |
FlexShares
International
Quality Dividend Index Fund |
FlexShares
International
Quality Dividend Defensive Index Fund |
FlexShares
International
Quality Dividend Dynamic Index Fund |
FlexShares
iBoxx
3-Year Target Duration TIPS Index Fund |
FlexShares
iBoxx
5-Year Target Duration TIPS Index Fund |
FlexShares
Disciplined
Duration MBS Index Fund |
FlexShares
Credit
Scored U.S. Corporate Bond Index Fund |
FlexShares
Credit-
Scored US Long Corporate Bond Index Fund |
|
Authorized Participant Concentration Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Calculation Methodology Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
China Investment Risk | |||||||||||
Concentration Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
Corporate Bond Risk | ✓ | ✓ | |||||||||
Credit (or Default) Risk | ✓ | ✓ | ✓ | ||||||||
Currency Hedging Risk | |||||||||||
Currency Risk | ✓ | ✓ | ✓ | ||||||||
Cyber Security and Operational Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Debt Extension Risk | ✓ | ✓ | ✓ | ||||||||
Derivatives Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Dividend Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||
Equity Securities Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||
ESG Investment Risk | |||||||||||
Financial Sector Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
Foreign Securities Risk | ✓ | ✓ | ✓ | ||||||||
Emerging Markets Risk | ✓ | ✓ | ✓ | ||||||||
Fund of Funds Risk | |||||||||||
Global Natural Resources Risk | |||||||||||
High Portfolio Turnover Risk | ✓ | ✓ | |||||||||
Income Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
Inflation Protected Security Risk | ✓ | ✓ | |||||||||
Information Technology Sector Risk | ✓ | ✓ | ✓ |
FlexShares
Quality
Dividend Index Fund |
FlexShares
Quality
Dividend Defensive Index Fund |
FlexShares
Quality
Dividend Dynamic Index Fund |
FlexShares
International
Quality Dividend Index Fund |
FlexShares
International
Quality Dividend Defensive Index Fund |
FlexShares
International
Quality Dividend Dynamic Index Fund |
FlexShares
iBoxx
3-Year Target Duration TIPS Index Fund |
FlexShares
iBoxx
5-Year Target Duration TIPS Index Fund |
FlexShares
Disciplined
Duration MBS Index Fund |
FlexShares
Credit
Scored U.S. Corporate Bond Index Fund |
FlexShares
Credit-
Scored US Long Corporate Bond Index Fund |
|
Infrastructure-Related Companies Risk | |||||||||||
Interest Rate Risk | |||||||||||
Interest Rate/Maturity Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
Japan Investment Risk | |||||||||||
Large Cap Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||
Liquidity Risk | ✓ | ✓ | ✓ | ||||||||
Market Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Market Trading Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Mid and Small Cap Stock Risk | |||||||||||
Mid Cap Stock Risk | |||||||||||
MLP Risk | |||||||||||
Model Risk | |||||||||||
Momentum Risk | |||||||||||
Mortgage-Backed Pass-Through Securities Risk | ✓ | ||||||||||
Non-Diversification Risk | ✓ | ✓ | ✓ | ✓ | |||||||
Non-U.S. Issuer Risk | ✓ | ✓ | |||||||||
Passive Investment Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Prepayment (or Call) Risk | ✓ | ✓ | ✓ | ||||||||
Real Estate Securities Risk | |||||||||||
REIT Risk | |||||||||||
Securities Lending Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Tax Risk | |||||||||||
Tracking Error Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
U.S. Government Securities Risk | ✓ |
FlexShares
Quality
Dividend Index Fund |
FlexShares
Quality
Dividend Defensive Index Fund |
FlexShares
Quality
Dividend Dynamic Index Fund |
FlexShares
International
Quality Dividend Index Fund |
FlexShares
International
Quality Dividend Defensive Index Fund |
FlexShares
International
Quality Dividend Dynamic Index Fund |
FlexShares
iBoxx
3-Year Target Duration TIPS Index Fund |
FlexShares
iBoxx
5-Year Target Duration TIPS Index Fund |
FlexShares
Disciplined
Duration MBS Index Fund |
FlexShares
Credit
Scored U.S. Corporate Bond Index Fund |
FlexShares
Credit-
Scored US Long Corporate Bond Index Fund |
|
U.S. Issuer Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||
Valuation Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Value Investing Risk | |||||||||||
Volatility Risk | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
• | BBB of higher by S&P Global Ratings (“S&P”); |
• | Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”); |
• | BBB or higher by Fitch Ratings (“Fitch”); or |
• | BBB or higher by DBRS Ratings Limited (“DBRS”). |
Fund |
Unitary
Management Fee
(as a percentage of the Fund’s average daily net assets) |
FlexShares ® Morningstar US Market Factor Tilt Index Fund | 0.25% |
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | 0.39% |
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund | 0.59% |
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | 0.44% |
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund | 0.64% |
FlexShares ® US Quality Large Cap Index Fund | 0.32% |
FlexShares ® STOXX ® US ESG Impact Index Fund | 0.32% |
FlexShares ® STOXX ® Global ESG Impact Index Fund | 0.42% |
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund | 0.46% |
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | 0.47% |
FlexShares ® Global Quality Real Estate Index Fund | 0.45% |
FlexShares ® Real Assets Allocation Index Fund | 0.57% |
Fund |
Unitary
Management Fee
(as a percentage of the Fund’s average daily net assets) |
FlexShares ® Quality Dividend Index Fund | 0.37% |
FlexShares ® Quality Dividend Defensive Index Fund | 0.37% |
FlexShares ® Quality Dividend Dynamic Index Fund | 0.37% |
FlexShares ® International Quality Dividend Index Fund | 0.47% |
FlexShares ® International Quality Dividend Defensive Index Fund | 0.47% |
FlexShares ® International Quality Dividend Dynamic Index Fund | 0.47% |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund* | 0.18% |
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund* | 0.18% |
FlexShares ® Disciplined Duration MBS Index Fund | 0.20% |
FlexShares ® Credit-Scored US Corporate Bond Index Fund | 0.22% |
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | 0.22% |
* | Unitary management fee rate payable by the Fund as of November 1, 2017. |
Fund |
Unitary
Management Fee
Paid in the Last Fiscal Year (as a percentage of (the Fund’s average daily net assets) |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | 0.20% |
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | 0.20% |
Dividends from Net Investment Income: | ||
Fund |
Declared
and Paid Quarterly |
Declared
and Paid Monthly |
FlexShares ® Morningstar US Market Factor Tilt Index Fund | ✓ | |
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | ✓ | |
FlexShares® Morningstar Emerging Markets Factor Tilt Index Fund | ✓ | |
FlexShares® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | ✓ | |
FlexShares® Currency Hedged Morningstar EM Factor Tilt Index Fund | ✓ | |
FlexShares ® US Quality Large Cap Index Fund | ✓ | |
FlexShares ® STOXX ® US ESG Impact Index Fund | ✓ | |
FlexShares ® STOXX ® Global ESG Impact Index Fund | ✓ |
Dividends from Net Investment Income: | ||
Fund |
Declared
and Paid Quarterly |
Declared
and Paid Monthly |
FlexShares® Morningstar Global Upstream Natural Resources Index Fund | ✓ | |
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | ✓ | |
FlexShares® Global Quality Real Estate Index Fund | ✓ | |
FlexShares® Real Assets Allocation Index Fund | ✓ | |
FlexShares® Quality Dividend Index Fund | ✓ | |
FlexShares® Quality Dividend Defensive Index Fund | ✓ | |
FlexShares® Quality Dividend Dynamic Index Fund | ✓ | |
FlexShares® International Quality Dividend Index Fund | ✓ | |
FlexShares® International Quality Dividend Defensive Index Fund | ✓ |
NAME OF FUND |
NUMBER
OF
SHARES PER CREATION UNIT |
FlexShares ® Morningstar US Market Factor Tilt Index Fund | 50,000 |
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | 200,000 |
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund | 100,000 |
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | 25,000 |
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund | 25,000 |
FlexShares ® US Quality Large Cap Index Fund | 25,000 |
FlexShares ® STOXX ® US ESG Impact Index Fund | 25,000 |
NAME OF FUND |
NUMBER
OF
SHARES PER
CREATION UNIT
|
FlexShares ® STOXX ® Global ESG Impact Index Fund | 50,000 |
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund | 50,000 |
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | 50,000 |
FlexShares ® Global Quality Real Estate Index Fund | 50,000 |
FlexShares ® Real Assets Allocation Index Fund | 25,000 |
FlexShares ® Quality Dividend Index Fund | 50,000 |
FlexShares ® Quality Dividend Defensive Index Fund | 50,000 |
FlexShares ® Quality Dividend Dynamic Index Fund | 50,000 |
FlexShares ® International Quality Dividend Index Fund | 100,000 |
FlexShares ® International Quality Dividend Defensive Index Fund | 100,000 |
FlexShares ® International Quality Dividend Dynamic Index Fund | 100,000 |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | 50,000 |
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | 50,000 |
FlexShares ® Disciplined Duration MBS Index Fund | 50,000 |
FlexShares ® Credit-Scored US Corporate Bond Index Fund | 50,000 |
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | 50,000 |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Variable Charge for Creations* |
Maximum
Additional Variable Charge for Redemptions* |
|
FlexShares ® Morningstar US Market Factor Tilt Index Fund | $ 5,574,000 | 50,000 | $ 1,500 | 3.00% | 2.00% |
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | $13,816,000 | 200,000 | $20,000 | 3.00% | 2.00% |
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund | $ 5,928,000 | 100,000 | $25,000 | 3.00% | 2.00% |
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | $ 726,000 | 25,000 | $ 0 | 3.00% | 2.00% |
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund | $ 771,750 | 25,000 | $ 0 | 3.00% | 2.00% |
FlexShares ® US Quality Large Cap Index Fund | $ 832,500 | 25,000 | $ 500 | 3.00% | 2.00% |
FlexShares ® STOXX ® US ESG Impact Index Fund | $ 1,570,500 | 25,000 | $ 350 | 3.00% | 2.00% |
FlexShares ® STOXX ® Global ESG Impact Index Fund | $ 4,737,500 | 50,000 | $ 7,500 | 3.00% | 2.00% |
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund | $ 1,665,500 | 50,000 | $ 1,500 | 3.00% | 2.00% |
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | $ 2,441,500 | 50,000 | $ 2,000 | 3.00% | 2.00% |
FlexShares ® Global Quality Real Estate Index Fund | $ 3,137,000 | 50,000 | $ 2,000 | 3.00% | 2.00% |
FlexShares ® Real Assets Allocation Index Fund | $ 715,500 | 25,000 | $ 0 | 3.00% | 2.00% |
FlexShares ® Quality Dividend Index Fund | $ 2,248,500 | 50,000 | $ 750 | 3.00% | 2.00% |
FlexShares ® Quality Dividend Defensive Index Fund | $ 2,202,500 | 50,000 | $ 750 | 3.00% | 2.00% |
FlexShares ® Quality Dividend Dynamic Index Fund | $ 2,198,000 | 50,000 | $ 750 | 3.00% | 2.00% |
FlexShares ® International Quality Dividend Index Fund | $ 2,675,000 | 100,000 | $ 5,000 | 3.00% | 2.00% |
FlexShares ® International Quality Dividend Defensive Index Fund | $ 2,544,000 | 100,000 | $ 5,000 | 3.00% | 2.00% |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Variable Charge for Creations* |
Maximum
Additional Variable Charge for Redemptions* |
|
FlexShares ® International Quality Dividend Dynamic Index Fund | $ 2,844,000 | 100,000 | $ 5,000 | 3.00% | 2.00% |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | $ 1,219,000 | 50,000 | $ 0 | 3.00% | 2.00% |
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | $ 1,246,500 | 50,000 | $ 0 | 3.00% | 2.00% |
FlexShares ® Disciplined Duration MBS Index Fund | $ 1,182,500 | 50,000 | $ 400 | 3.00% | 2.00% |
FlexShares ® Credit-Scored US Corporate Bond Index Fund | $ 2,531,500 | 50,000 | $ 500 | 3.00% | 2.00% |
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | $ 2,737,500 | 50,000 | $ 500 | 3.00% | 2.00% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemption, of the standard redemption transaction fee. |
* | Commencement of investment operations. |
(a) | Net investment income per share is based on average shares outstanding. |
(b) | Not annualized for periods less than one year. |
(c) | Annualized for periods less than one year. |
(d) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at adjusted net asset value. |
(e) | Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at market value. Market value is determined by the mid point of the bid/ask spread at 4:00 p.m. Eastern Time from the primary listing exchange. Market value returns may vary from net asset value returns. |
(f) | In-kind transactions are not included in portfolio turnover calculations. |
(g) | The amount shown for a share outstanding throughout the period is directionally inconsistent with aggregate net realized and unrealized for the period as presented in the financial statements. |
(h) | Per share amount is less than $0.005. |
(i) | The Fund indirectly bears its proportionate share of fees and expenses incurred by the Underlying Fund(s) in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(j) | The Expenses net of reimbursements and Net investment Income (Loss) net of reimbursement ratios include a voluntary reimbursement of advisory fees made by JPMorgan Chase Bank, N.A. Absent this additional reimbursement, Expenses net of reimbursements would have increased by 0.20% and the Net investment Income (Loss) net of reimbursement would have decreased by 0.20%. |
(k) | Northern Trust Investments, Inc. reimbursed the Funds for losses incurred related to an error. The impact was an increase of $0.02 to the net realized and unrealized gain (loss) on investments per share and an increase of 0.06% to the total return of the FlexShares Morningstar Global Upstream Natural Resources Index Fund. For the FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund, the impact to the net realized and unrealized gain (loss) on investments per share amount is less than $0.005 and the total returns are less than 0.005%. Had these reimbursements not been made, the total returns would have been lower. |
RATIOS/SUPPLEMENTAL DATA | ||||||||||||
Total Return (b) | Ratios to Average Net Assets (c) | Supplemental Data | ||||||||||
Total |
Net
Asset Value, end of period |
Net
Asset Value (d) |
Market
Value
(Unaudited) (e) |
Expenses |
Expenses
net of
reimbursements |
Net
investment
income (loss) before reimbursements |
Net
investment
Income (Loss) net of reimbursements |
Portfolio
Turnover Rate (b)(f) |
Net
Assets,
end of period (thousands) |
|||
$ (1.69) | $107.50 | 23.77% | 23.72% | 0.26% | 0.25% | 1.73% | 1.74% | 22% | $1,150,199 | |||
(2.68) | 88.32 | 4.70 | 4.77 | 0.28 | 0.27 | 1.92 | 1.93 | 26 | 830,253 | |||
(1.17) | 87.02 | 2.30 | 2.30 | 0.28 | 0.27 | 1.81 | 1.81 | 51 | 761,457 | |||
(0.79) | 86.19 | 13.69 | 13.54 | 0.28 | 0.27 | 1.41 | 1.41 | 25 | 741,260 | |||
(0.66) | 76.56 | 31.88 | 28.39 | 0.27 | 0.27 | 1.59 | 1.59 | 20 | 447,893 | |||
(1.60) | 67.51 | 24.58 | 25.38 | 0.40 | 0.39 | 2.57 | 2.57 | 22 | 985,608 | |||
(2.60) | 55.62 | 0.20 | 0.80 | 0.43 | 0.42 | 2.91 | 2.92 | 35 | 622,898 | |||
(1.80) | 58.18 | (1.26) | (2.34) | 0.43 | 0.42 | 2.52 | 2.53 | 26 | 570,188 | |||
(0.72) | 60.74 | (0.81) | (0.80) | 0.43 | 0.42 | 2.84 | 2.85 | 16 | 643,893 | |||
(0.11) | 61.95 | 25.93 | 0.62 | 0.43 | 0.42 | 2.37 | 2.38 | 7 | 309,745 | |||
(1.22) | 57.38 | 23.56 | 23.47 | 0.60 | 0.59 | 2.44 | 2.44 | 34 | 568,071 | |||
(1.57) | 47.52 | 9.41 | 10.65 | 0.66 | 0.65 | 2.23 | 2.23 | 34 | 299,351 | |||
(1.00) | 45.02 | (12.91) | (13.43) | 0.66 | 0.65 | 1.86 | 1.87 | 30 | 198,073 | |||
(0.43) | 52.75 | 0.52 | 0.52 | 0.66 | 0.65 | 1.96 | 1.97 | 19 | 258,481 | |||
(0.05) | 52.92 | 6.80 | (14.20) | 0.65 | 0.65 | 2.01 | 2.01 | 20 | 158,759 | |||
(0.69) | 29.14 | 24.75 | 24.84 | 0.46 (i) | 0.05 (i) | 1.78 | 2.18 | 6 | 18,941 | |||
(1.11) | 23.97 | 0.59 | 0.97 | 0.55 (i) | 0.05 (i) | 4.12 | 4.62 | 11 | 3,595 |
* | Commencement of investment operations. |
(a) | Net investment income per share is based on average shares outstanding. |
(b) | Not annualized for periods less than one year. |
(c) | Annualized for periods less than one year. |
(d) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at adjusted net asset value. |
(e) | Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at market value. Market value is determined by the mid point of the bid/ask spread at 4:00 p.m. Eastern Time from the primary listing exchange. Market value returns may vary from net asset value returns. |
(f) | In-kind transactions are not included in portfolio turnover calculations. |
(g) | The amount shown for a share outstanding throughout the period is directionally inconsistent with aggregate net realized and unrealized for the period as presented in the financial statements. |
(h) | Per share amount is less than $0.005. |
(i) | The Fund indirectly bears its proportionate share of fees and expenses incurred by the Underlying Fund(s) in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(j) | The Expenses net of reimbursements and Net investment Income (Loss) net of reimbursement ratios include a voluntary reimbursement of advisory fees made by JPMorgan Chase Bank, N.A. Absent this additional reimbursement, Expenses net of reimbursements would have increased by 0.20% and the Net investment Income (Loss) net of reimbursement would have decreased by 0.20%. |
(k) | Northern Trust Investments, Inc. reimbursed the Funds for losses incurred related to an error. The impact was an increase of $0.02 to the net realized and unrealized gain (loss) on investments per share and an increase of 0.06% to the total return of the FlexShares Morningstar Global Upstream Natural Resources Index Fund. For the FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund, the impact to the net realized and unrealized gain (loss) on investments per share amount is less than $0.005 and the total returns are less than 0.005%. Had these reimbursements not been made, the total returns would have been lower. |
RATIOS/SUPPLEMENTAL DATA | ||||||||||
Total Return (b) | Ratios to Average Net Assets (c) | Supplemental Data | ||||||||
Net
Asset Value, end of period |
Net
Asset Value (d) |
Market
Value
(Unaudited) (e) |
Expenses |
Expenses
net of
reimbursements |
Net
investment
income (loss) before reimbursements |
Net
investment
Income (Loss) net of reimbursements |
Portfolio
Turnover Rate (b)(f) |
Net
Assets,
end of period (thousands) |
||
$30.58 | 21.16% | 20.75% | 0.65 (i) % | 0.05 (i) % | 1.67% | 2.27% | 4% | $ 41,285 | ||
25.82 | 7.04 | 7.12 | 0.72 (i) | 0.05 (i) | 1.81 | 2.47 | 4 | 33,567 | ||
31.83 | 23.65 | 24.08 | 0.34 | 0.32 | 1.65 | 1.67 | 64 | 27,055 | ||
26.15 | 0.12 | 0.12 | 0.38 | 0.32 | 1.87 | 1.93 | 59 | 6,538 | ||
26.62 | 6.48 | 6.48 | 0.42 | 0.32 | 1.10 | 1.20 | 3 | 2,662 | ||
60.49 | 23.19 | 23.30 | 0.35 | 0.32 | 1.82 | 1.85 | 67 | 13,610 | ||
49.96 | 0.24 | 0.28 | 0.37 | 0.32 | 1.75 | 1.80 | 20 | 4,996 | ||
91.97 | 24.37 | 24.55 | 0.45 | 0.42 | 1.81 | 1.83 | 64 | 32,189 | ||
75.52 | 1.00 | 1.03 | 0.45 | 0.42 | 1.74 | 1.77 | 22 | 7,552 | ||
31.59 | 17.81 | 17.97 | 0.47 | 0.46 | 2.36 | 2.36 | 18 | 4,760,397 | ||
27.40 | 13.84 | 14.05 | 0.49 | 0.48 | 2.20 | 2.20 | 18 | 2,822,012 | ||
25.52 | (20.97) | (21.05) | 0.49 | 0.48 | 3.17 | 3.17 | 13 | 2,004,234 | ||
33.18 | (2.44) | (2.44) | 0.49 | 0.48 | 2.27 | 2.27 | 11 | 2,874,838 | ||
34.71 | (0.33) | (0.61) | 0.48 | 0.48 | 2.56 | 2.56 | 8 | 2,764,535 | ||
47.85 | 13.44 | 13.23 | 0.48 | 0.47 | 2.97 | 2.98 | 12 | 875,628 | ||
43.49 | 3.09 | 3.26 | 0.48 | 0.47 | 3.09 | 3.10 | 14 | 669,676 | ||
43.30 | (3.40) | (4.03) | 0.48 | 0.47 | 2.52 | 2.53 | 15 | 467,681 | ||
45.84 | 13.02 | 13.62 | 0.48 | 0.47 | 3.87 | 3.88 | 17 | 240,664 | ||
41.62 | 4.05 | 4.20 | 0.52 | 0.47 | 0.32 | 0.37 | 1 | 4,163 |
PER SHARE | |||||||||
Investment Operations | Distributions | ||||||||
Net
Asset
Value, beginning of period |
Net
Investment Income (loss) |
Net
Realized and Unrealized Gain (Loss) |
Total
from
Operations |
Net
Investment Income |
From
Net Realized Gains |
Tax
return of capital |
Total | ||
FlexShares ® Global Quality Real Estate Index Fund | |||||||||
Year ended October 31, 2017 | $ 57.12 | $0.99 (a) | $ 5.54 | $ 6.53 | $ (1.63) | $— | $— | $ (1.63) | |
Year ended October 31, 2016 | 57.47 | 1.90 (a) | (0.58) | 1.32 | (1.67) | — | — | (1.67) | |
Year ended October 31, 2015 | 55.24 | 1.36 (a) | 2.25 | 3.61 | (1.38) | — | — | (1.38) | |
For the period 11/05/13 * through 10/31/14 | 50.00 | 1.65 (a) | 4.67 | 6.32 | (1.08) | — | — | (1.08) | |
FlexShares ® Real Assets Allocation Index Fund | |||||||||
Year ended October 31, 2017 | 25.63 | 0.66 (a) | 2.54 | 3.20 | (0.75) | — | — | (0.75) | |
For the period 11/23/15* through 10/31/16 | 25.00 | 0.86 (a) | 0.51 (g) | 1.37 | (0.74) | — | — | (0.74) | |
FlexShares ® Quality Dividend Index Fund | |||||||||
Year ended October 31, 2017 | 37.11 | 1.23 (a) | 5.43 | 6.66 | (1.20) | — | — | (1.20) | |
Year ended October 31, 2016 | 35.99 | 1.23 (a) | 1.03 | 2.26 | (1.14) | — | — | (1.14) | |
Year ended October 31, 2015 | 35.77 | 1.08 (a) | 0.14 | 1.22 | (1.00) | — | — | (1.00) | |
Year ended October 31, 2014 | 32.15 | 1.02 (a) | 3.62 | 4.64 | (1.02) | — | — | (1.02) | |
For the period 12/14/12 * through 10/31/13 | 25.00 | 0.83 (a) | 6.78 | 7.61 | (0.46) | — | — | (0.46) | |
FlexShares ® Quality Dividend Defensive Index Fund | |||||||||
Year ended October 31, 2017 | 36.82 | 1.18 (a) | 5.18 | 6.36 | (1.14) | — | — | (1.14) | |
Year ended October 31, 2016 | 35.81 | 1.11 (a) | 0.99 | 2.10 | (1.09) | — | — | (1.09) | |
Year ended October 31, 2015 | 34.99 | 1.03 (a) | 0.72 | 1.75 | (0.93) | — | — | (0.93) | |
Year ended October 31, 2014 | 31.42 | 0.96 (a) | 3.62 | 4.58 | (1.01) | — | — | (1.01) | |
For the period 12/14/12 * through 10/31/13 | 25.00 | 0.79 (a) | 6.05 | 6.84 | (0.42) | — | — | (0.42) | |
FlexShares ® Quality Dividend Dynamic Index Fund | |||||||||
Year ended October 31, 2017 | 35.32 | 1.19 (a) | 6.45 | 7.64 | (1.12) | — | — | (1.12) | |
Year ended October 31, 2016 | 35.14 | 1.11 (a) | 0.31 (g) | 1.42 | (1.24) | — | — | (1.24) | |
Year ended October 31, 2015 | 35.83 | 1.14 (a) | (0.82) | 0.32 | (1.01) | — | — | (1.01) | |
Year ended October 31, 2014 | 32.06 | 0.98 (a) | 3.72 | 4.70 | (0.93) | — | — | (0.93) | |
For the period 12/14/12* through 10/31/13 | 25.00 | 0.84 (a) | 6.77 | 7.61 | (0.55) | — | — | (0.55) |
* | Commencement of investment operations. |
(a) | Net investment income per share is based on average shares outstanding. |
(b) | Not annualized for periods less than one year. |
(c) | Annualized for periods less than one year. |
(d) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at adjusted net asset value. |
(e) | Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at market value. Market value is determined by the mid point of the bid/ask spread at 4:00 p.m. Eastern Time from the primary listing exchange. Market value returns may vary from net asset value returns. |
(f) | In-kind transactions are not included in portfolio turnover calculations. |
(g) | The amount shown for a share outstanding throughout the period is directionally inconsistent with aggregate net realized and unrealized for the period as presented in the financial statements. |
(h) | Per share amount is less than $0.005. |
(i) | The Fund indirectly bears its proportionate share of fees and expenses incurred by the Underlying Fund(s) in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(j) | The Expenses net of reimbursements and Net investment Income (Loss) net of reimbursement ratios include a voluntary reimbursement of advisory fees made by JPMorgan Chase Bank, N.A. Absent this additional reimbursement, Expenses net of reimbursements would have increased by 0.20% and the Net investment Income (Loss) net of reimbursement would have decreased by 0.20%. |
(k) | Northern Trust Investments, Inc. reimbursed the Funds for losses incurred related to an error. The impact was an increase of $0.02 to the net realized and unrealized gain (loss) on investments per share and an increase of 0.06% to the total return of the FlexShares Morningstar Global Upstream Natural Resources Index Fund. For the FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund, the impact to the net realized and unrealized gain (loss) on investments per share amount is less than $0.005 and the total returns are less than 0.005%. Had these reimbursements not been made, the total returns would have been lower. |
RATIOS/SUPPLEMENTAL DATA | ||||||||||
Total Return (b) | Ratios to Average Net Assets (c) | Supplemental Data | ||||||||
Net
Asset Value, end of period |
Net
Asset Value (d) |
Market
Value
(Unaudited) (e) |
Expenses |
Expenses
net of
reimbursements |
Net
investment
income (loss) before reimbursements |
Net
investment
Income (Loss) net of reimbursements |
Portfolio
Turnover Rate (b)(f) |
Net
Assets,
end of period (thousands) |
||
$ 62.02 | 11.71% | 11.71% | 0.46% | 0.45% | 1.67% | 1.67% | 64% | $ 244,970 | ||
57.12 | 2.28 | 2.44 | 0.46 | 0.45 | 3.26 | 3.27 | 57 | 197,049 | ||
57.47 | 6.60 | 5.93 | 0.46 | 0.45 | 2.39 | 2.40 | 81 | 132,184 | ||
55.24 | 12.79 | 13.51 | 0.47 | 0.45 | 3.16 | 3.18 | 44 | 58,003 | ||
28.08 | 12.73 | 13.05 | 0.65 (i) | 0.11 (i) | 1.88 | 2.42 | 11 | 6,318 | ||
25.63 | 5.56 | 5.60 | 0.72 (i) | 0.11 (i) | 3.03 | 3.64 | 11 | 1,282 | ||
42.57 | 18.10 | 18.03 | 0.38 | 0.37 | 3.00 | 3.00 | 89 | 1,815,665 | ||
37.11 | 6.41 | 6.43 | 0.38 | 0.37 | 3.38 | 3.38 | 85 | 1,438,149 | ||
35.99 | 3.43 | 3.52 | 0.38 | 0.37 | 2.99 | 2.99 | 86 | 703,615 | ||
35.77 | 14.61 | 14.47 | 0.38 | 0.37 | 2.99 | 3.00 | 67 | 586,667 | ||
32.15 | 30.67 | 30.79 | 0.38 | 0.37 | 3.16 | 3.17 | 54 | 282,930 | ||
42.04 | 17.44 | 17.41 | 0.38 | 0.37 | 2.94 | 2.95 | 74 | 313,167 | ||
36.82 | 5.96 | 5.96 | 0.38 | 0.37 | 3.09 | 3.10 | 72 | 252,223 | ||
35.81 | 5.04 | 5.13 | 0.38 | 0.37 | 2.87 | 2.88 | 92 | 191,606 | ||
34.99 | 14.79 | 14.47 | 0.38 | 0.37 | 2.88 | 2.89 | 73 | 122,462 | ||
31.42 | 27.54 | 27.79 | 0.38 | 0.37 | 3.02 | 3.03 | 54 | 43,983 | ||
41.84 | 21.81 | 21.59 | 0.38 | 0.37 | 2.99 | 3.00 | 63 | 58,571 | ||
35.32 | 4.16 | 4.43 | 0.38 | 0.37 | 3.23 | 3.25 | 69 | 52,979 | ||
35.14 | 0.89 | 0.78 | 0.38 | 0.37 | 3.15 | 3.16 | 87 | 73,804 | ||
35.83 | 14.78 | 14.68 | 0.38 | 0.37 | 2.82 | 2.84 | 75 | 93,151 | ||
32.06 | 30.69 | 30.74 | 0.38 | 0.37 | 3.22 | 3.23 | 67 | 12,825 |
PER SHARE | |||||||||
Investment Operations | Distributions | ||||||||
Net
Asset
Value, beginning of period |
Net
Investment Income (loss) |
Net
Realized and Unrealized Gain (Loss) |
Total
from
Operations |
Net
Investment Income |
From
Net Realized Gains |
Tax
return of capital |
Total | ||
FlexShares ® International Quality Dividend Index Fund | |||||||||
Year ended October 31, 2017 | $22.45 | $ 1.06 (a) | $ 3.69 | $ 4.75 | $(0.93) | $ — | $ — | $(0.93) | |
Year ended October 31, 2016 | 23.03 | 0.92 (a) | (0.68) | 0.24 | (0.82) | — | — | (0.82) | |
Year ended October 31, 2015 | 26.15 | 1.01 (a) | (3.18) | (2.17) | (0.95) | — | — | (0.95) | |
Year ended October 31, 2014 | 27.00 | 1.25 (a) | (1.06) | 0.19 | (1.04) | — | — | (1.04) | |
For the period 04/12/13* through 10/31/13 | 25.00 | 0.46 (a) | 1.82 | 2.28 | (0.28) | — | — | (0.28) | |
FlexShares ® International Quality Dividend Defensive Index Fund | |||||||||
Year ended October 31, 2017 | 22.16 | 0.99 (a) | 2.81 | 3.80 | (0.90) | — | — | (0.90) | |
Year ended October 31, 2016 | 22.54 | 0.83 (a) | (0.35) | 0.48 | (0.86) | — | — | (0.86) | |
Year ended October 31, 2015 | 25.55 | 0.94 (a) | (3.04) | (2.10) | (0.91) | — | — | (0.91) | |
Year ended October 31, 2014 | 26.66 | 1.23 (a) | (1.32) | (0.09) | (1.02) | — | — | (1.02) | |
For the period 04/12/13 * through 10/31/13 | 25.00 | 0.44 (a) | 1.58 | 2.02 | (0.36) | — | — | (0.36) | |
FlexShares ® International Quality Dividend Dynamic Index Fund | |||||||||
Year ended October 31, 2017 | 23.47 | 1.11 (a) | 4.08 | 5.19 | (0.84) | — | — | (0.84) | |
Year ended October 31, 2016 | 23.82 | 0.83 (a) | (0.13) | 0.70 | (0.98) | — | (0.07) | (1.05) | |
Year ended October 31, 2015 | 26.50 | 0.88 (a) | (2.50) | (1.62) | (1.06) | — | — | (1.06) | |
Year ended October 31, 2014 | 27.34 | 0.99 (a) | (1.00) | (0.01) | (0.83) | — | — | (0.83) | |
For the period 04/12/13 * through 10/31/13 | 25.00 | 0.50 (a) | 2.35 | 2.85 | (0.51) | — | — | (0.51) | |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | |||||||||
Year ended October 31, 2017 | 24.82 | 0.37 (a) | (0.27) | 0.10 | (0.32) | — | — | (0.32) | |
Year ended October 31, 2016 | 24.38 | 0.15 (a) | 0.47 | 0.62 | (0.16) | — | (0.02) | (0.18) | |
Year ended October 31, 2015 | 24.73 | (0.10) (a) | (0.23) | (0.33) | — | — | (0.02) | (0.02) | |
Year ended October 31, 2014 | 24.97 | 0.10 (a) | (0.15) | (0.05) | (0.10) | — | (0.09) | (0.19) | |
Year ended October 31, 2013 | 25.43 | 0.03 (a) | (0.38) | (0.35) | (0.05) | (0.01) | (0.05) | (0.11) |
* | Commencement of investment operations. |
(a) | Net investment income per share is based on average shares outstanding. |
(b) | Not annualized for periods less than one year. |
(c) | Annualized for periods less than one year. |
(d) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at adjusted net asset value. |
(e) | Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at market value. Market value is determined by the mid point of the bid/ask spread at 4:00 p.m. Eastern Time from the primary listing exchange. Market value returns may vary from net asset value returns. |
(f) | In-kind transactions are not included in portfolio turnover calculations. |
(g) | The amount shown for a share outstanding throughout the period is directionally inconsistent with aggregate net realized and unrealized for the period as presented in the financial statements. |
(h) | Per share amount is less than $0.005. |
(i) | The Fund indirectly bears its proportionate share of fees and expenses incurred by the Underlying Fund(s) in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(j) | The Expenses net of reimbursements and Net investment Income (Loss) net of reimbursement ratios include a voluntary reimbursement of advisory fees made by JPMorgan Chase Bank, N.A. Absent this additional reimbursement, Expenses net of reimbursements would have increased by 0.20% and the Net investment Income (Loss) net of reimbursement would have decreased by 0.20%. |
(k) | Northern Trust Investments, Inc. reimbursed the Funds for losses incurred related to an error. The impact was an increase of $0.02 to the net realized and unrealized gain (loss) on investments per share and an increase of 0.06% to the total return of the FlexShares Morningstar Global Upstream Natural Resources Index Fund. For the FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund, the impact to the net realized and unrealized gain (loss) on investments per share amount is less than $0.005 and the total returns are less than 0.005%. Had these reimbursements not been made, the total returns would have been lower. |
RATIOS/SUPPLEMENTAL DATA | ||||||||||
Total Return (b) | Ratios to Average Net Assets (c) | Supplemental Data | ||||||||
Net
Asset Value, end of period |
Net
Asset Value (d) |
Market
Value
(Unaudited) (e) |
Expenses |
Expenses
net of
reimbursements |
Net
investment
income (loss) before reimbursements |
Net
investment
Income (Loss) net of reimbursements |
Portfolio
Turnover Rate (b)(f) |
Net
Assets,
end of period (thousands) |
||
$ 26.27 | 21.50% | 21.80% | 0.48% | 0.47% | 4.27% | 4.28% | 69% | $ 979,701 | ||
22.45 | 1.16 | 2.05 | 0.48 | 0.47 | 4.17 | 4.18 | 68 | 496,050 | ||
23.03 | (8.45) | (9.95) | 0.48 | 0.47 | 4.08 | 4.09 | 77 | 430,590 | ||
26.15 | 0.53 | 1.11 | 0.48 | 0.47 | 4.56 | 4.57 | 61 | 329,485 | ||
27.00 | 9.22 | 9.58 | 0.48 | 0.47 | 3.24 | 3.25 | 26 | 75,610 | ||
25.06 | 17.45 | 17.69 | 0.48 | 0.47 | 4.18 | 4.19 | 72 | 95,217 | ||
22.16 | 2.24 | 3.39 | 0.48 | 0.47 | 3.78 | 3.79 | 73 | 77,561 | ||
22.54 | (8.37) | (9.81) | 0.48 | 0.47 | 3.86 | 3.87 | 77 | 87,893 | ||
25.55 | (0.51) | (0.33) | 0.48 | 0.47 | 4.58 | 4.59 | 69 | 66,441 | ||
26.66 | 8.20 | 8.85 | 0.49 | 0.47 | 3.16 | 3.18 | 27 | 15,999 | ||
27.82 | 22.37 | 22.91 | 0.48 | 0.47 | 4.19 | 4.20 | 76 | 91,796 | ||
23.47 | 3.17 | 3.96 | 0.49 | 0.47 | 3.70 | 3.72 | 75 | 18,777 | ||
23.82 | (6.28) | (8.00) | 0.48 | 0.47 | 3.43 | 3.43 | 89 | 35,726 | ||
26.50 | (0.18) | 0.80 | 0.49 | 0.47 | 3.55 | 3.58 | 45 | 113,945 | ||
27.34 | 11.59 | 11.64 | 0.48 | 0.47 | 3.54 | 3.55 | 31 | 8,203 | ||
24.60 | 0.42 | 0.46 | 0.21 | 0.20 | 1.49 | 1.50 | 134 | 2,113,130 | ||
24.82 | 2.55 | 2.55 | 0.21 | 0.20 | 0.62 | 0.63 | 105 | 1,841,902 | ||
24.38 | (1.34) | (1.46) | 0.21 | 0.20 | (0.40) | (0.39) | 83 | 1,978,311 | ||
24.73 | (0.22) | (0.10) | 0.21 | 0.20 | 0.40 | 0.41 | 179 | 2,246,873 | ||
24.97 | (1.41) | (1.45) | 0.20 | 0.20 | 0.11 | 0.11 | 125 | 1,975,018 |
PER SHARE | |||||||||
Investment Operations | Distributions | ||||||||
Net
Asset
Value, beginning of period |
Net
Investment Income (loss) |
Net
Realized and Unrealized Gain (Loss) |
Total
from
Operations |
Net
Investment Income |
From
Net Realized Gains |
Tax
return of capital |
Total | ||
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | |||||||||
Year ended October 31, 2017 | $25.45 | $ 0.47 (a) | $(0.45) | $ 0.02 | $ (0.41) | $ — | $ — | $ (0.41) | |
Year ended October 31, 2016 | 24.56 | 0.30 (a) | 0.88 | 1.18 | (0.27) | — | (0.02) | (0.29) | |
Year ended October 31, 2015 | 24.87 | 0.05 (a) | (0.30) | (0.25) | (0.05) | — | (0.01) | (0.06) | |
Year ended October 31, 2014 | 25.29 | 0.21 (a) | (0.32) | (0.11) | (0.24) | — | (0.07) | (0.31) | |
Year ended October 31, 2013 | 26.30 | 0.08 (a) | (0.91) | (0.83) | (0.08) | (0.10) | — | (0.18) | |
FlexShares ® Disciplined Duration MBS Index Fund | |||||||||
Year ended October 31, 2017 | 24.74 | 0.39 (a) | (0.50) | (0.11) | (0.77) | — | — | (0.77) | |
Year ended October 31, 2016 | 24.87 | 0.45 (a) | 0.29 | 0.74 | (0.87) | — | — | (0.87) | |
Year ended October 31, 2015 | 25.12 | 0.37 (a) | 0.06 (g) | 0.43 | (0.68) | 0.00 (h) | — | (0.68) | |
For the period 09/03/14 * through 10/31/14 | 25.00 | 0.09 (a) | 0.09 | 0.18 | (0.06) | — | — | (0.06) | |
FlexShares ® Credit-Scored US Corporate Bond Index Fund | |||||||||
Year ended October 31, 2017 | 51.49 | 1.26 (a) | (0.34) | 0.92 | (1.23) | (0.20) | — | (1.43) | |
Year ended October 31, 2016 | 50.32 | 1.21 (a) | 1.13 | 2.34 | (1.17) | — | — | (1.17) | |
For the period 11/12/14 * through 10/31/15 | 50.00 | 1.12 (a) | 0.18 | 1.30 | (0.98) | — | — | (0.98) | |
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | |||||||||
Year ended October 31, 2017 | 53.83 | 2.06 (a) | 0.74 | 2.80 | (2.07) | (0.68) | — | (2.75) | |
Year ended October 31, 2016 | 50.29 | 2.14 (a) | 3.56 | 5.70 | (2.16) | — | — | (2.16) | |
For the period 09/23/15 * through 10/31/15 | 50.00 | 0.23 (a) | 0.06 | 0.29 | — | — | — | — |
* | Commencement of investment operations. |
(a) | Net investment income per share is based on average shares outstanding. |
(b) | Not annualized for periods less than one year. |
(c) | Annualized for periods less than one year. |
(d) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at adjusted net asset value. |
(e) | Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at market value. Market value is determined by the mid point of the bid/ask spread at 4:00 p.m. Eastern Time from the primary listing exchange. Market value returns may vary from net asset value returns. |
(f) | In-kind transactions are not included in portfolio turnover calculations. |
(g) | The amount shown for a share outstanding throughout the period is directionally inconsistent with aggregate net realized and unrealized for the period as presented in the financial statements. |
(h) | Per share amount is less than $0.005. |
(i) | The Fund indirectly bears its proportionate share of fees and expenses incurred by the Underlying Fund(s) in which the Fund is invested. This ratio does not include these indirect fees and expenses. |
(j) | The Expenses net of reimbursements and Net investment Income (Loss) net of reimbursement ratios include a voluntary reimbursement of advisory fees made by JPMorgan Chase Bank, N.A. Absent this additional reimbursement, Expenses net of reimbursements would have increased by 0.20% and the Net investment Income (Loss) net of reimbursement would have decreased by 0.20%. |
(k) | Northern Trust Investments, Inc. reimbursed the Funds for losses incurred related to an error. The impact was an increase of $0.02 to the net realized and unrealized gain (loss) on investments per share and an increase of 0.06% to the total return of the FlexShares Morningstar Global Upstream Natural Resources Index Fund. For the FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund, the impact to the net realized and unrealized gain (loss) on investments per share amount is less than $0.005 and the total returns are less than 0.005%. Had these reimbursements not been made, the total returns would have been lower. |
RATIOS/SUPPLEMENTAL DATA | ||||||||||
Total Return (b) | Ratios to Average Net Assets (c) | Supplemental Data | ||||||||
Net
Asset Value, end of period |
Net
Asset Value (d) |
Market
Value
(Unaudited) (e) |
Expenses |
Expenses
net of
reimbursements |
Net
investment
income (loss) before reimbursements |
Net
investment
Income (Loss) net of reimbursements |
Portfolio
Turnover Rate (b)(f) |
Net
Assets,
end of period (thousands) |
||
$25.06 | 0.08% | 0.08% | 0.21% | 0.20% | 1.86% | 1.87% | 87% | $ 819,372 | ||
25.45 | 4.81 | 4.64 | 0.21 | 0.20 | 1.18 | 1.19 | 72 | 651,605 | ||
24.56 | (1.00) | (1.04) | 0.21 | 0.20 | 0.19 | 0.20 | 113 | 432,210 | ||
24.87 | (0.49) | (0.25) | 0.21 | 0.20 | 0.82 | 0.83 | 150 | 308,335 | ||
25.29 | (3.17) | (3.32) | 0.20 | 0.20 | 0.30 | 0.30 | 151 | 389,483 | ||
23.86 | (0.44) | (0.53) | 0.21 | 0.20 | 1.61 | 1.62 | 61 | 38,183 | ||
24.74 | 3.02 | 2.69 | 0.21 | — (j) | 1.62 | 1.83 (j) | 89 | 42,063 | ||
24.87 | 1.74 | 2.02 | 0.22 | 0.20 | 1.44 | 1.46 | 179 | 23,627 | ||
25.12 | 0.72 | 0.76 | 0.27 | 0.20 | 2.18 | 2.26 | 23 | 5,025 | ||
50.98 | 1.85 | 1.99 | 0.23 | 0.22 | 2.48 | 2.49 | 65 | 50,982 | ||
51.49 | 4.71 | 4.70 | 0.24 | 0.22 | 2.34 | 2.36 | 59 | 36,041 | ||
50.32 | 2.61 | 2.78 | 0.26 | 0.22 | 2.26 | 2.30 | 69 | 12,581 | ||
53.88 | 5.58 | 4.25 | 0.24 | 0.22 | 3.92 | 3.94 | 91 | 18,858 | ||
53.83 | 11.60 | 12.75 | 0.25 | 0.22 | 4.01 | 4.04 | 80 | 13,457 | ||
50.29 | 0.56 | 1.16 | 0.27 | 0.22 | 4.38 | 4.43 | — | 5,029 |
• | Sponsor, endorse, sell or promote the Funds. |
• | Recommend that any person invest in the Funds or any other securities. |
• | Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Funds. |
• | Have any responsibility or liability for the administration, management or marketing of the Funds. |
• | Consider the needs of the Funds or the owners of the Funds in determining, composing or calculating the STOXX ® USA ESG Impact Index, STOXX ® Global ESG Impact Index and STOXX ® Global Broad Infrastructure Index or have any obligation to do so. |
• | STOXX, Deutsche Börse Group and their Licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about: |
• | The results to be obtained by the Funds, the owner of the Funds or any other person in connection with the use of the Indexes and the data included in the STOXX ® USA ESG Impact Index, STOXX ® Global ESG Impact Index and STOXX ® Global Broad Infrastructure Index; |
• | The accuracy, timeliness, and completeness of the STOXX ® USA ESG Impact Index, STOXX ® Global ESG Impact Index and STOXX ® Global Broad Infrastructure Index and their data; |
• | The merchantability and the fitness for a particular purpose or use of the STOXX ® USA ESG Impact Index, STOXX ® Global ESG Impact Index and STOXX ® Global Broad Infrastructure Index and their data; |
• | The performance of the Funds generally. |
• | STOXX Deutsche Börse Group and their Licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the STOXX ® USA ESG Impact Index, STOXX ® Global ESG Impact Index and STOXX ® Global Broad Infrastructure Index or their data; |
• | Under no circumstances will STOXX, Deutsche Börse Group or their Licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the STOXX ® USA ESG Impact Index, STOXX ® Global ESG Impact Index and STOXX ® Global Broad Infrastructure Index or its data or generally in relation to the Funds, even in circumstances where STOXX, Deutsche Börse Group or |
their Licensors, research partners or data providers are aware that such loss or damage may occur. |
• | The SEC’s website at www.sec.gov (text-only) |
• | FlexShares ® Trust’s website at www.flexshares.com |
Fund | Ticker | Stock Exchange |
FlexShares ® Ready Access Variable Income Fund | RAVI | NYSE Arca |
FlexShares ® Core Select Bond Fund | BNDC | NYSE Arca |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.25% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.26% |
Expense Reimbursement (1) | -0.01% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.25% |
(1) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. The Fund’s Board of Trustees may terminate the contractual arrangement at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 26 |
3 Years | $ 83 |
5 Years | $ 145 |
10 Years | $330 |
One
Year |
Five
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 1.29% | 0.90% | 0.87% | 10/09/2012 |
After Taxes on Distributions | 0.74% | 0.56% | 0.54% | — |
After Taxes on Distributions and Sale of Shares | 0.73% | 0.53% | 0.51% | — |
Bloomberg Barclays US Short Treasury Index* | 0.81% | 0.23% | 0.23% | — |
* | Reflects no deduction for fees, expenses or taxes. |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.35% |
Distribution (12b-1) Fees | 0.00% |
Other Expenses | 0.08% |
Acquired Fund Fees and Expenses (1) | 0.24% |
Total Annual Fund Operating Expenses | 0.67% |
Expense Reimbursement (2) | -0.32% |
Total Annual Fund Operating Expenses After Expense Reimbursement | 0.35% |
(1) | “Acquired Fund Fees and Expenses” reflect the Fund's pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses will be included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund's net asset value per share (“NAV”). |
(2) | Northern Trust Investments, Inc. (“NTI” or “Investment Adviser”) has contractually agreed to reimburse the fees and expenses of the Trust’s independent trustees and their independent legal counsel until March 1, 2019. NTI has also contractually agreed to waive Management Fees or reimburse certain expenses in an amount equal to the sum of (a) any Acquired Fund Fees and Expenses, if any, incurred by the Fund that are attributable to the Fund’s investment in Acquired Funds managed by NTI or an investment adviser controlling, controlled by, or under common control with NTI (“Affiliated Funds”); and (b) 0.05% or such lesser amount in Acquired Fund Fees and Expenses incurred by the Fund that are attributable to the Fund’s investment in Acquired Funds that are not Affiliated Funds, until March 1, 2019. The Trust’s Board of Trustees may terminate the contractual arrangements at any time if it determines that it is in the best interest of the Fund and its shareholders. |
1 Year | $ 36 |
3 Years | $ 182 |
5 Years | $ 342 |
10 Years | $804 |
One
Year |
Since
Inception of Fund |
Inception
Date of Fund |
|
Before Taxes | 3.87% | 2.86% | 11/18/2016 |
After Taxes on Distributions | 2.75% | 1.61% | — |
After Taxes on Distributions and Sale of Shares | 2.18% | 1.61% | — |
Bloomberg Barclays U.S. Aggregate Bond Index* | 3.54% | 3.26% | — |
* | Reflects no deduction for fees, expenses or taxes. |
FlexShares
Ready Access Variable Income Fund |
FlexShares
Core Select Bond Fund |
|
Authorized Participant Concentration Risk | ✓ | ✓ |
Concentration Risk | ✓ | ✓ |
Credit (or Default) Risk | ✓ | ✓ |
Currency Risk | ✓ | |
Cyber Security and Operational Risk | ✓ | ✓ |
Debt Extension Risk | ✓ | ✓ |
Derivatives Risk | ✓ | ✓ |
Financial Sector Risk | ✓ | ✓ |
Foreign Securities Risk | ✓ | |
Emerging Markets Risk | ✓ | |
Hedging Risk | ✓ | |
High Portfolio Turnover Risk | ✓ | |
Income Risk | ✓ | |
Interest Rate/Maturity Risk | ✓ | ✓ |
Leveraging Risk | ✓ | |
Liquidity Risk | ✓ | ✓ |
Management Risk | ✓ | ✓ |
Market Risk | ✓ | ✓ |
Market Trading Risk | ✓ | ✓ |
Model Risk | ✓ | |
Mortgage-Related and Other Asset Backed Risks | ✓ | ✓ |
Municipal Market Volatility Risk | ✓ |
FlexShares
Ready Access Variable Income Fund |
FlexShares
Core Select Bond Fund |
|
Non-Diversification Risk | ✓ | |
New Fund Risk | ✓ | |
Non-U.S. Issuers Risk | ✓ | |
Prepayment (or Call) Risk | ✓ | ✓ |
Securities Lending Risk | ✓ | ✓ |
Underlying Fund Risk | ✓ | |
Sampling Risk | ✓ | |
Tracking Risk | ✓ | |
U.S. Government Securities Risk | ✓ | ✓ |
U.S. Issuer Risk | ✓ | ✓ |
Valuation Risk | ✓ | ✓ |
• | securities issued or guaranteed by the U.S. Government, its agencies or government sponsored enterprises; |
• | corporate debt securities of U.S. and non-U.S. issuers, including corporate commercial paper; |
• | mortgage-backed and other asset-backed securities; |
• | inflation-indexed bonds issued both by governments and corporations; |
• | bank capital and trust preferred securities; |
• | loan participations and assignments; |
• | bank certificates of deposit, fixed time deposits and bankers’ acceptances; |
• | debt securities issued by states or local governments and their agencies, authorities and other government sponsored enterprises; |
• | obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and |
• | obligations of international agencies or supranational entities. |
• | BBB or higher by S&P Global Rating (“S&P”); |
• | Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”); |
• | BBB or higher by Fitch Ratings (“Fitch”); or |
• | BBB or higher by Dominion Bond Rating Service Limited (“Dominion”). |
Fund |
Unitary
Management Fee
(as a percentage of the Fund’s average daily net assets) |
FlexShares ® Ready Access Variable Income Fund | 0.25% |
FlexShares ® Core Select Bond Fund* | 0.35% |
Dividends from Net Investment Income: | ||
Fund |
Declared
and Paid Quarterly |
Declared
and Paid Monthly |
FlexShares ® Ready Access Variable Income Fund | ✓ | |
FlexShares ® Core Select Bond Fund | ✓ |
NAME OF FUND |
NUMBER
OF
SHARES PER CREATION UNIT |
FlexShares ® Ready Access Variable Income Fund | 50,000 |
FlexShares ® Core Select Bond Fund | 25,000 |
Approximate
Value of a Creation Unit |
Creation
Unit Size |
Standard
Creation/ Redemption Transaction Fee |
Maximum
Additional Variable Charge for Creations* |
Maximum
Additional Variable Charge for Redemptions* |
|
FlexShares ® Ready Access Variable Income Fund | $3,769,500 | 50,000 | $350 | 3.00% | 2.00% |
FlexShares ® Core Select Bond Fund | $ 625,000 | 25,000 | $ 0 | 3.00% | 2.00% |
* | As a percentage of the net asset value per Creation Unit, inclusive, in the case of redemption, of the standard redemption transaction fee. |
PER SHARE | |||||||||
Investment Operations | Distributions | ||||||||
Net
Asset
Value, beginning of period |
Net
Investment Income (loss) |
Net
Realized and Unrealized Gain (Loss) |
Total
from
Operations |
Net
Investment Income |
From
Net Realized Gains |
Tax
return of capital |
Total | ||
FlexShares ® Ready Access Variable Income Fund | |||||||||
Year ended October 31, 2017 | $75.56 | $0.89 (a) | $ 0.00 (g) | $0.89 | $ (0.84) | $ — | $— | $ (0.84) | |
Year ended October 31, 2016 | 75.36 | 0.65 (a) | 0.23 | 0.88 | (0.63) | (0.05) | — | (0.68) | |
Year ended October 31, 2015 | 75.61 | 0.43 (a) | (0.15) | 0.28 | (0.42) | (0.11) | — | (0.53) | |
Year ended October 31, 2014 | 75.32 | 0.39 (a) | 0.29 | 0.68 | (0.39) | — | — | (0.39) | |
Year ended October 31, 2013 | 74.97 | 0.36 (a) | 0.27 | 0.63 | (0.28) | — | — | (0.28) | |
FlexShares ® Core Select Bond Fund | |||||||||
For the period 11/18/16 * through 10/31/17 | 25.00 | 0.55 (a) | 0.15 | 0.70 | (0.62) | — | — | (0.62) |
* | Commencement of investment operations. |
(a) | Net investment income per share is based on average shares outstanding. |
(b) | Not annualized for periods less than one year. |
(c) | Annualized for periods less than one year. |
(d) | Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at adjusted net asset value. |
(e) | Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period and redemption on the last day of the period at market value. Market value is determined by the mid point of the bid/ask spread at 4:00 p.m. Eastern Time from the primary listing exchange. Market value returns may vary from net asset value returns. |
(f) | In-kind transactions are not included in portfolio turnover calculations. |
RATIOS/SUPPLEMENTAL DATA | ||||||||||
Total Return (b) | Ratios to Average Net Assets (c) | Supplemental Data | ||||||||
Net
Asset Value, end of period |
Net
Asset Value (d) |
Market
Value
(Unaudited) (e) |
Expenses |
Expenses
net of
reimbursements |
Net
investment
income (loss) before reimbursements |
Net
investment
Income (Loss) net of reimbursements |
Portfolio
Turnover Rate (b)(f) |
Net
Assets,
end of period (thousands) |
||
$ 75.61 | 1.18% | 1.06% | 0.26% | 0.25% | 1.17% | 1.18% | 71% | $ 162,557 | ||
75.56 | 1.19 | 1.18 | 0.26 | 0.25 | 0.86 | 0.87 | 59 | 109,564 | ||
75.36 | 0.36 | 0.28 | 0.26 | 0.25 | 0.56 | 0.57 | 38 | 97,962 | ||
75.61 | 0.90 | 1.04 | 0.26 | 0.25 | 0.51 | 0.52 | 135 | 75,611 | ||
75.32 | 0.84 | 4.97 | 0.26 | 0.25 | 0.47 | 0.47 | 76 | 41,423 | ||
25.08 | 2.86 | 3.19 | 0.43 (h) | 0.16 (h) | 2.08 | 2.35 | 99 | 3,762 |
• | The SEC’s website at www.sec.gov (text-only) |
• | FlexShares ® Trust’s website at www.flexshares.com |
Fund | Ticker | Stock Exchange | ||
FlexShares ® Morningstar US Market Factor Tilt Index Fund | TILT | NYSE Arca | ||
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | TLTD | NYSE Arca | ||
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund | TLTE | NYSE Arca | ||
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | TLDH | NYSE Arca | ||
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund | TLEH | NYSE Arca | ||
FlexShares ® US Quality Large Cap Index Fund | QLC | NASDAQ | ||
FlexShares ® STOXX ® US ESG Impact Index Fund | ESG | NASDAQ | ||
FlexShares ® STOXX ® Global ESG Impact Index Fund | ESGG | NASDAQ | ||
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund | GUNR | NYSE Arca | ||
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | NFRA | NYSE Arca | ||
FlexShares ® Global Quality Real Estate Index Fund | GQRE | NYSE Arca | ||
FlexShares ® Real Assets Allocation Index Fund | ASET | NASDAQ | ||
FlexShares ® Quality Dividend Index Fund | QDF | NYSE Arca | ||
FlexShares ® Quality Dividend Defensive Index Fund | QDEF | NYSE Arca | ||
FlexShares ® Quality Dividend Dynamic Index Fund | QDYN | NYSE Arca | ||
FlexShares ® International Quality Dividend Index Fund | IQDF | NYSE Arca | ||
FlexShares ® International Quality Dividend Defensive Index Fund | IQDE | NYSE Arca | ||
FlexShares ® International Quality Dividend Dynamic Index Fund | IQDY | NYSE Arca | ||
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | TDTT | NYSE Arca | ||
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | TDTF | NYSE Arca | ||
FlexShares ® Disciplined Duration MBS Index Fund | MBSD | NASDAQ | ||
FlexShares ® Credit-Scored US Corporate Bond Index Fund | SKOR | NASDAQ | ||
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | LKOR | NASDAQ |
NAME OF FUND |
NUMBER
OF SHARES
PER CREATION UNIT
|
|
FlexShares Morningstar US Market Factor Tilt Index Fund | 50,000 | |
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | 200,000 | |
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | 100,000 | |
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | 25,000 | |
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | 25,000 | |
FlexShares US Quality Large Cap Index Fund | 25,000 | |
FlexShares STOXX ® US ESG Impact Index Fund | 25,000 | |
FlexShares STOXX ® Global ESG Impact Index Fund | 50,000 | |
FlexShares Morningstar Global Upstream Natural Resources Index Fund | 50,000 | |
FlexShares STOXX ® Global Broad Infrastructure Index Fund | 50,000 | |
FlexShares Global Quality Real Estate Index Fund | 50,000 | |
FlexShares Real Assets Allocation Index Fund | 25,000 | |
FlexShares Quality Dividend Index Fund | 50,000 | |
FlexShares Quality Dividend Defensive Index Fund | 50,000 | |
FlexShares Quality Dividend Dynamic Index Fund | 50,000 | |
FlexShares International Quality Dividend Index Fund | 100,000 | |
FlexShares International Quality Dividend Defensive Index Fund | 100,000 | |
FlexShares International Quality Dividend Dynamic Index Fund | 100,000 | |
FlexShares
iBoxx 3-Year Target Duration TIPS Index Fund
|
50,000 | |
FlexShares
iBoxx 5-Year Target Duration TIPS Index Fund
|
50,000 | |
FlexShares Disciplined Duration MBS Index Fund | 50,000 | |
FlexShares Credit-Scored US Corporate Bond Index Fund | 50,000 | |
FlexShares Credit-Scored US Long Corporate Bond Index Fund | 50,000 |
1 | This factor seeks to identify companies that exhibit financial strength and stability relative to the market, a characteristic which the index provider defines as quality. |
2 | The value factor is defined as the current worth of a company relative to its own historical value, book value, or valuation versus peers. Commonly used valuation metrics include: book-to-market value, price-to-earnings ratios, and enterprise value to earnings before, interest taxes, depreciation and amortization. The optimization sequence seeks to maximize exposure to securities trading at lower valuations. |
3 | The momentum factor reflects market sentiment defined as the slope of a stock’s price or other commonly used metrics measured over time. The optimization sequence seeks to maximize exposure to securities with positive momentum. |
1. | FlexShares® STOXX® Global Broad Infrastructure Index Fund- representing the index’s allocation to the global infrastructure sector of real assets |
2. | FlexShares® Global Quality Real Estate Index Fund - representing the index’s allocation to the global real estate sector of real assets |
3. | FlexShares® Morningstar® Global Upstream Natural Resources Index Fund - representing the index’s allocation to the global natural resources sector of real assets |
1 | Real Assets are physical or tangible assets. Examples of real assets include but are not limited to commodities, precious metals, oil and real estate. |
2 | Risk models are statistical applications which help provide predictive risk estimates, by quantitatively de-constructing individual equity price movements and attributing those movements to common investment categories or factors (e.g. sector, industry, style, etc.). The use of standard risk models in the process provides an additional layer of constraints on the optimization outcome, and assists in reducing the index’s overall active risk exposure to any one single factor. |
3 | For the purpose of our index’s construction, an asset's risk is defined by evaluating the volatility in returns, a figure which can be estimated through the use of standard risk models. |
4 | Eligible securities are de-constructed to the asset level to more precisely evaluate risk utilizing the underlying asset level exposures. |
5 | The maximum absolute constituent weight permitted during the optimization is 50%, while the minimum absolute constituent weight permitted during the optimization is 10%. |
6 | Cross asset volatility z-scores for each eligible security are tracked by Northern Trust. If the absolute change of z-scores is greater than 0 25 standard deviations — our established threshold — as evaluated on the second Friday of the month of October, a rebalance will be effected on the index effective as of the end of the month. |
1 | All issuers within the Northern Trust Investment Grade US Corporate Bond Index are sorted by weight in descending order, and issuers are selected as eligible until the index has reached the 80% cumulative market capitalization level of total debt outstanding in the evaluated universe. |
2 | Issuer is required to have an active listing on one of the global equity exchanges. |
3 | This factor seeks to identify companies that exhibit strength in both short-term and long term solvency. |
4 | The core components of the proprietary credit scoring model are based on quantitative ranking of various metrics obtained from company filings and recent price activity. These scores have three components: Management Efficiency (e.g. corporate finance activities), Profitability (e.g. assess the reliability and sustainability of financial performance) and Solvency (short and long term). |
5 | A measurement of the spread of a security’s rate of return and the risk-free rate of return, adjusted to account for any embedded options. |
6 | A measure of the sensitivity of the price of a bond to a change in interest rates, adjusted for embedded options, and commonly utilized to evaluate a bond’s theoretical change in value given a shift in the yield curve. |
7 | Northern Trust’s Asset Management team categorizes all issues present in the Northern Trust Investment Grade US Corporate Bond Index into the following sectors: Consumer, Energy, Financials, Industrials, and Telecom, Technology & Media (TTM). |
8 | Data used to strike the forward index is locked down for construction purposes eight business days prior to month end. |
9 | Per the US holiday schedule posted at www.sifma.org/services/holiday-schedule/. |
1 | Longer term maturity is defined as 10 years or longer to maturity date at the time of each rebalance. |
2 | Issuer is required to have an active listing on one of the global equity exchanges. |
3 | This factor seeks to identify companies that exhibit strength in both short-term and long-term solvency. |
4 | The core components of the proprietary credit scoring model are based on quantitative ranking of various metrics obtained from company filings and recent price activity. These scores have three components: Management Expertise (e.g. corporate finance activities), Profitability (e.g. assess the reliability and sustainability of financial performance) and Solvency (short- and long-term). |
5 | A measurement of the spread of a security’s rate of return and the risk-free rate of return, adjusted to account for any embedded options. |
6 | A measure of the sensitivity of the price of a bond to a change in interest rates, adjusted for embedded options, and commonly utilized to evaluate a bond’s theoretical change in value given a shift in the yield curve. |
7 | Northern Trust’s Asset Management team categorizes all issues present in the NT Investment Grade US Long Corporate Bond Index into the following sectors: Consumer, Energy, Financials, Industrials, and Telecom, Technology & Media (“TTM”). |
8 | Data used to strike the forward index is locked down for construction purposes eight business days prior to month end. |
9 | Per the US holiday schedule posted at www.sifma.org/services/holiday-schedule. |
1) | Make loans, except through: (a) the purchase of debt obligations in accordance with the Fund’s investment objective and strategies; (b) repurchase agreements with banks, brokers, dealers and other financial institutions; (c) loans of securities; and (d) loans to affiliates of the Fund to the extent permitted by law. |
2) | Purchase or sell real estate or real estate limited partnerships, but this restriction shall not prevent a Fund from investing directly or indirectly in portfolio instruments secured by real estate or interests therein or from acquiring securities of real estate investment trusts or other issuers that deal in real estate. |
3) | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Funds: (i) from purchasing or selling options, futures contracts or other derivative instruments; or (ii) from investing in securities or other instruments backed by physical commodities). |
4) | Act as underwriter of securities, except as a Fund may be deemed to be an underwriter under the Securities Act in connection with the purchase and sale of portfolio instruments in accordance with its investment objective and portfolio management strategies. |
5) | Borrow money, except that to the extent permitted by applicable law: (a) a Fund may borrow from banks, other affiliated investment companies and other persons, and may engage in reverse repurchase agreements and other transactions which involve borrowings, in amounts up to 33 1/3% of its total assets (including the amount borrowed) or such other percentage permitted by law; (b) a Fund may borrow up to an additional 5% of its total assets for temporary purposes; (c) a Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities; and (d) a Fund may purchase securities on margin. If due to market fluctuations or other reasons a Fund’s borrowings exceed the limitations stated above, the Trust will promptly reduce the borrowings of a Fund in accordance with the 1940 Act. |
6) | Issue any senior security, except as permitted under the 1940 Act, as amended and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
7) | Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that a Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
8) | With respect to 75% of the Fund’s assets (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of any one issuer, or (ii) acquire more than 10% of the outstanding voting securities of any one issuer (applies ONLY to the FlexShares Morningstar US Market Factor Tilt Index Fund, FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund, FlexShares Morningstar Emerging Markets Factor Tilt Index Fund, FlexShares Quality Dividend Index Fund, FlexShares Quality Dividend Defensive Index Fund, FlexShares Quality Dividend Dynamic Index Fund, FlexShares International Quality Dividend Index Fund, FlexShares International Quality Dividend Defensive Index Fund and FlexShares International Quality Dividend Dynamic Index Fund). |
1) | Make loans, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
2) | Purchase or sell real estate, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
3) | Purchase or sell commodities, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
4) | Act as underwriter of securities, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
5) | Borrow money, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
6) | Issue any senior security, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
7) | Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
8) | With respect to 75% of the Fund’s assets (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of any one issuer, or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. (applies ONLY to the FlexShares US Quality Large Cap Index Fund, FlexShares STOXX ® US ESG Impact Index Fund, FlexShares STOXX ® Global ESG Impact Index Fund and FlexShares Disciplined Duration MBS Index Fund) |
1) | Make loans, except through: (a) the purchase of debt obligations in accordance with each Fund’s investment objective and strategies; (b) repurchase agreements with banks, brokers, dealers and other financial institutions; (c) loans of securities; and (d) loans to affiliates of the Funds to the extent permitted by law. |
2) | Purchase or sell real estate or real estate limited partnerships, but this restriction shall not prevent the Fund from (a) investing directly or indirectly in portfolio instruments secured by real estate or interests therein; (b) from acquiring securities of real estate investment trusts or other issuers that deal in real estate or mortgage-related securities; or (c) holding and selling real estate acquired by the Funds as a result of ownership of securities. (FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund, FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund, FlexShares US Quality Large Cap Index Fund, FlexShares STOXX ® US ESG Impact Index Fund, FlexShares STOXX ® Global ESG Impact Index Fund, FlexShares Global Quality Real Estate Index Fund, FlexShares Real Assets Allocation Index Fund, FlexShares Disciplined Duration MBS Index Fund, FlexShares Credit-Scored US Corporate Bond Index Fund and FlexShares Credit-Scored US Long Corporate Bond Index Fund only) |
3) | Purchase or sell real estate or real estate limited partnerships, but this restriction shall not prevent the Fund from investing directly or indirectly in portfolio instruments secured by real estate or interests therein or from acquiring securities of real estate investment trusts or other issues that deal in real estate. (FlexShares STOXX ® Global Broad Infrastructure Index Fund only) |
4) | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Funds: (i) from purchasing or selling options, futures contracts or other derivative instruments; or (ii) from investing in securities or other instruments backed by physical commodities) |
5) | Act as underwriter of securities, except as each Fund may be deemed to be an underwriter under the Securities Act in connection with the purchase and sale of portfolio instruments in accordance with its investment objective and portfolio management strategies. |
6) | Borrow money, except that to the extent permitted by applicable law: (a) each Fund may borrow from banks, other affiliated investment companies and other persons, and may engage in reverse repurchase agreements and other transactions which involve borrowings, in amounts up to 33 1/3% of its total assets (including the amount borrowed) or such other percentage permitted by law; (b) each Fund may borrow up to an additional 5% of its total assets for temporary purposes; (c) each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities; and (d) each Fund may purchase securities on margin. If due to market fluctuations or other reasons each Funds borrowings exceed the limitations stated above, the Trust will promptly reduce the borrowings of the Fund in accordance with the 1940 Act. |
NAME,
ADDRESS,
(1)
AGE, POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE AS TRUSTEE (2) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX (3) OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS (4) |
|||
NON-INTERESTED TRUSTEES | ||||||
Sarah
N. Garvey
Age: 66 Trustee since July 2011 |
• Chairman of the Board of Navy Pier from 2011 to 2013 and Member of the Board since 2011; | 25 | NONE | |||
• Member of the Board of Directors of The Civic Federation since 2004; | ||||||
• Member of the Executive Committee and Chairman of the Audit Committee since 2017 and Trustee of the Art Institute of Chicago since 2011. | ||||||
Philip
G. Hubbard
Age: 66 Trustee since July 2011 |
• Managing Partner of Solidian Fund, LP and Solidian Management, LLC (a fund of hedge funds platform for family and friends investments) since 2001; | 25 | NONE | |||
• President of Hubbard Management Group, LLC (a personal investment vehicle) since 2001; | ||||||
• Chairman of the Board of Trustees of the Wheaton College Trust Company, N.A. since 2004; | ||||||
• Member since 1998 of the Board of Trustees of Wheaton College; | ||||||
• Chairman of the Board of Directors of the English Language Institute/China (a nonprofit educational organization) since 1993; |
NAME,
ADDRESS,
(1)
AGE, POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE AS TRUSTEE (2) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX (3) OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS (4) |
|||
• Member of the Board of First Cup, LLC (restaurant franchising) since 2014. | ||||||
Eric
T. McKissack
Age: 64 Trustee and Chairman since July 2011 |
• Founder and CEO of Channing Capital Management, LLC (an SEC registered investment adviser) since 2004; | 25 |
Consulting
Group
Capital Markets Funds (10 Portfolios) since April 2013 |
|||
• Member of the Board of Trustees, the Investment Committee, and the Finance Committee of the Art Institute of Chicago since 2002; | ||||||
• Member of the Board of Grand Victoria Foundation since 2011; Member of the Board of the Graham Foundation since 2014; | ||||||
• Member of the Keystone Board of the Shirley Ryan AbilityLab since 2001. | ||||||
INTERESTED TRUSTEE | ||||||
Shundrawn
A. Thomas
(5)
Age: 44 Trustee since July 2011 |
•
President, Northern Trust Asset Management since October 2017;
• President of the Trust from July 2011 to March 2017; • Executive Vice President, Head of Funds and Managed Accounts, Northern Trust Asset Management from June 2014 to October 2017; |
25 |
Northern
Funds
(44 Portfolios) since October 2017 and Northern Institutional Funds (7 Portfolios) since October 2017 |
|||
• Managing Director and Global Business Head of the Exchange-Traded Funds Group, Northern Trust Asset Management from 2010 to 2014; | ||||||
• Member of the Board of Florida A&M University Foundation since 2014; | ||||||
• Member of the Board of Trustees of Wheaton College since May 2009; |
NAME,
ADDRESS,
(1)
AGE, POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE AS TRUSTEE (2) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX (3) OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS (4) |
|||
• Member of the Board of Trustees of the Wheaton College Trust Company since 2009; | ||||||
• Partner at Tree of Life Resources, LLP (a multi-media company) from 2005 to 2014. |
(1) | Each Non-Interested Trustee may be contacted by writing to the Trustee, c/o Paulita Pike, Ropes & Gray LLP, 191 North Wacker Drive, 32 nd Floor, Chicago, IL 60606. Mr. Thomas may be contacted by writing to him at 50 S. LaSalle St., Chicago, Illinois 60603. |
(2) | Each Trustee will hold office for an indefinite term until the earliest of: (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his or her successor, if any, elected at such meeting; or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Agreement and Declaration of Trust. |
(3) | The “Fund Complex” consists of the Trust. |
(4) | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (i.e., public companies) or other investment companies registered under the 1940 Act. |
(5) | An “interested person,” as defined by the 1940 Act. Mr. Thomas is deemed to be an “interested” Trustee because he is an officer of NTI and its parent company. |
NAME,
ADDRESS, AGE,
POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE (1) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | |
Peter
K. Ewing
Age: 59 50 South LaSalle Street Chicago, IL 60603 President since March 2017 |
Vice President of the Trust from July 2011 to March 2017; Director of ETF Product Management, Northern Trust Investments, Inc. and Senior Vice President, The Northern Trust Company, since September 2010. | |
Craig
R. Carberry, Esq.
Age: 57 50 South LaSalle Street Chicago, IL 60603 Secretary since July 2011 |
Associate General Counsel and Senior Vice President at The Northern Trust Company since June 2015; Chief Compliance Officer of Northern Trust Investments, Inc. from October 2015 to June 2017 and Secretary since 2000; Assistant General Counsel and U.S. Funds General Counsel at The Northern Trust Company from July 2014 to June 2015; Senior Legal Counsel and U.S. Funds General Counsel at The Northern Trust Company from 2000-2014; Secretary of 50 South Capital Advisors, LLC since 2015; Secretary of Alpha Core Strategies Fund (formerly NT Alpha Strategies Fund) since 2004; Secretary of Equity Long/Short Opportunities Fund (formerly NT Equity Long/Short Strategies Fund) since 2011; Secretary of Northern Institutional Funds and Northern Funds since 2010; Secretary of The Northern Trust Company of Connecticut from 2009 to 2013. | |
Benjamin
D. Wiesenfeld
Age: 39 50 South LaSalle Street Chicago, IL 60603 Chief Compliance Officer since July 2016 |
Chief Compliance Officer of Northern Funds and Northern Institutional Funds since June 2016; Chief Compliance Officer of the Scout Funds from 2009 to 2016. |
NAME,
ADDRESS, AGE,
POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE (1) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | |
Randal
E. Rein
Age: 47 50 South LaSalle Street Chicago, IL 60603 Treasurer and Principal Financial Officer since July 2011 |
Senior Vice President of Northern Trust Investments, Inc. since 2010; Treasurer of Northern Funds, Northern Institutional Funds and Alpha Core Strategies Fund since 2008; Treasurer of Equity Long/Short Opportunities Fund since 2011. | |
Ann
Marie Halter
Age: 43 50 South LaSalle Street Chicago, IL 60603 Vice President since March 2017 |
Senior ETF Product Manager, Northern Trust Investments, Inc. since 2011 and Senior Vice President, The Northern Trust Company, since February 2010. | |
Marie
E. Dzanis
Age: 50 50 South LaSalle Street Chicago, IL 60603 Vice President since July 2011 |
Head of Distribution for Funds and Managed Accounts, Northern Trust Investments, Inc. since 2014; Director of ETF Sales and Servicing, Northern Trust Investments, Inc. from 2011 to 2014. | |
Peter
J. Flood
Age: 60 50 South LaSalle Street Chicago, IL 60603 Vice President since July 2011 |
Director of ETF Investment Strategy, Northern Trust Investments, Inc. since 2010; Portfolio Manager, Northern Trust Investments, Inc. from 2007 to 2014. | |
Darlene
Chappell
Age: 55 50 South LaSalle Street Chicago, IL 60603 Anti-Money Laundering Officer since July 2011 |
Anti-Money Laundering Compliance Officer for Northern Trust Investments, Inc., Northern Trust Securities, Inc., Northern Funds, Northern Institutional Funds and Alpha Core Strategies Fund (formerly NT Alpha Strategies Fund) since 2009, Equity Long/Short Opportunities Fund (formerly NT Equity Long/Short Strategies Fund) since 2011 and 50 South Capital Advisors, LLC since 2015; Vice President and Compliance Consultant for The Northern Trust Company since 2006; Anti-Money Laundering Compliance Officer for Northern Trust Company of Connecticut from 2009 to 2013. | |
Jose
J. Del Real
Age: 40 50 South LaSalle Street Chicago, IL 60603 Assistant Secretary since June 2015 |
Senior Legal Counsel and Senior Vice President, Asset Management Practice Group of the Legal Department of The Northern Trust Company since March 2017; Senior Legal Counsel and Vice President, Asset Management Practice Group of the Legal Department of The Northern Trust Company from August 2015 to March 2017; Assistant Secretary of Northern Trust Investments, Inc. since 2016; Legal Counsel and Vice President, Asset Management Practice Group of the Legal Department of The Northern Trust Company from 2014 until 2015; Assistant Secretary of Northern Funds and Northern Institutional Funds from 2011 to 2014, and since May 2015; Vice President and Regulatory Administration Senior Attorney of The Northern Trust Company from 2012 until 2014. | |
Susan
W. Yee
Age: 48 70 Fargo Street Boston, MA 02110 Assistant Secretary since October 2014 |
Vice President, Regulatory Services Group, JPMorgan Chase Bank, N.A. since 1994, in various positions. |
(1) | Officers hold office at the pleasure of the Board of Trustees until their successors are duly elected and qualified, or until they die, resign, are removed or become disqualified. |
Information as of December 31, 2017 | ||||||
Name of Non-Interested Trustee | Fund |
Dollar
Range of Equity Securities in each
Fund |
Aggregate
Dollar
Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies 1 |
|||
Sarah N. Garvey | FlexShares® Morningstar Emerging Markets Factor Tilt Index Fund | $ 10,001-$50,000 | Over $100,000 | |||
FlexShares® Morningstar Global Upstream Natural Resources Index Fund | $50,001-$100,000 | |||||
FlexShares® Quality Dividend Index Fund | $50,001-$100,000 | |||||
Philip G. Hubbard | None | None | None | |||
Eric T. McKissack | FlexShares® Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 10,001-$50,000 | $10,001-$50,000 | |||
FlexShares® Morningstar Emerging Markets Factor Tilt Index Fund | $ 10,001-$50,000 | |||||
FlexShares® Quality Dividend Dynamic Index Fund | $ 10,001-$50,000 |
Information as of December 31, 2017 | ||||||
Name of Interested Trustee | Fund |
Dollar
Range of Equity Securities in each
Fund |
Aggregate
Dollar
Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies 1 |
|||
Shundrawn A. Thomas | FlexShares® Morningstar US Market Factor Tilt Index Fund | $50,001-$100,000 | Over $100,000 | |||
FlexShares® Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 10,001-$50,000 | |||||
FlexShares® Morningstar Emerging Markets Factor Tilt Index Fund | $ 10,001-$50,000 | |||||
FlexShares® STOXX® US ESG Impact Index Fund | $ 1-$10,000 | |||||
FlexShares® STOXX® Global ESG Impact Index Fund | $ 1-$10,000 | |||||
FlexShares® Morningstar Global Upstream Natural Resources Index Fund | $ 10,001-$50,000 | |||||
FlexShares® STOXX® Global Broad Infrastructure Index Fund | $ 10,001-$50,000 | |||||
FlexShares® Global Quality Real Estate Index Fund | $ 10,001-$50,000 | |||||
FlexShares® Quality Dividend Defensive Index Fund | $ 10,001-$50,000 | |||||
FlexShares® Quality Dividend Dynamic Index Fund | $ 10,001-$50,000 | |||||
FlexShares® International Quality Dividend Index Fund | $ 10,001-$50,000 | |||||
FlexShares® International Quality Dividend Dynamic Index Fund | $ 1-$10,000 | |||||
FlexShares® iBoxx 3-Year Target Duration TIPS Index Fund | $ 1-$10,000 | |||||
FlexShares® iBoxx 5-Year Target Duration TIPS Index Fund | $ 1-$10,000 | |||||
FlexShares® Disciplined Duration MBS Index Fund | $ 1-$10,000 | |||||
FlexShares® Credit-Scored US Corporate Bond Index Fund | $ 10,001-$50,000 |
Name of Trustee |
Aggregate
Compensation from Trust (1) |
FlexShares
Morningstar US Market Factor Tilt Index Fund |
FlexShares
Morningstar Developed Markets ex-US Factor Tilt Index Fund |
FlexShares
Morningstar Emerging Markets Factor Tilt Index Fund |
FlexShares
Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund |
Non-Interested Trustees : | |||||
Sarah N. Garvey | $132,500 | $9,709 | $7,794 | $4,491 | $ 563 |
Philip G. Hubbard | $132,500 | $9,709 | $7,794 | $4,491 | $ 563 |
Eric T. McKissack | $132,500 | $9,709 | $7,794 | $4,491 | $ 563 |
Interested Trustee: | |||||
Shundrawn A. Thomas | None | None | None | None | None |
Name of Trustee |
FlexShares
Currency Hedged Morningstar EM Factor Tilt Index Fund |
FlexShares
US Quality Large Cap Index Fund |
FlexShares STOXX ® US ESG Impact Index Fund | FlexShares STOXX ® Global ESG Impact Index Fund |
FlexShares
Morningstar Global Upstream Natural Resources Index Fund |
Non-Interested Trustees : | |||||
Sarah N. Garvey | $ 749 | $ 577 | $ 480 | $ 472 | $38,095 |
Philip G. Hubbard | $ 749 | $ 577 | $ 480 | $ 472 | $38,095 |
Eric T. McKissack | $ 749 | $ 577 | $ 480 | $ 472 | $38,095 |
Interested Trustee: | |||||
Shundrawn A. Thomas | None | None | None | None | None |
Name of Trustee |
FlexShares
STOXX ® Global Broad Infrastructure Index Fund |
FlexShares
Global Quality Real Estate Index Fund |
FlexShares
Real Assets Allocation Index Fund |
FlexShares
Quality Dividend Index Fund |
FlexShares
Quality Dividend Defensive Index Fund |
Non-Interested Trustees : | |||||
Sarah N. Garvey | $7,826 | $2,313 | $ 425 | $15,647 | $3,233 |
Philip G. Hubbard | $7,826 | $2,313 | $ 425 | $15,647 | $3,233 |
Eric T. McKissack | $7,826 | $2,313 | $ 425 | $15,647 | $3,233 |
Interested Trustee: | |||||
Shundrawn A. Thomas | None | None | None | None | None |
Name of Trustee |
FlexShares
Quality Dividend Dynamic Index Fund |
FlexShares
International Quality Dividend Index Fund |
FlexShares
International Quality Dividend Defensive Index Fund |
FlexShares
International Quality Dividend Dynamic Index Fund |
FlexShares
iBoxx 3-Year Target Duration TIPS Index Fund |
Non-Interested Trustees : | |||||
Sarah N. Garvey | $1,144 | $7,047 | $1,116 | $ 962 | $18,226 |
Philip G. Hubbard | $1,144 | $7,047 | $1,116 | $ 962 | $18,226 |
Eric T. McKissack | $1,144 | $7,047 | $1,116 | $ 962 | $18,226 |
Interested Trustee: | |||||
Shundrawn A. Thomas | None | None | None | None | None |
Name of Trustee |
FlexShares
iBoxx 5-Year Target Duration TIPS Index Fund |
FlexShares
Disciplined Duration MBS Index Fund |
FlexShares
Credit-Scored US Corporate Bond Index Fund |
FlexShares
Credit-Scored US Long Corporate Bond Index Fund |
|
Non-Interested Trustees : | |||||
Sarah N. Garvey | $7,266 | $ 713 | $ 762 | $ 519 | |
Philip G. Hubbard | $7,266 | $ 713 | $ 762 | $ 519 | |
Eric T. McKissack | $7,266 | $ 713 | $ 762 | $ 519 | |
Interested Trustee: | |||||
Shundrawn A. Thomas | None | None | None | None |
Nominee Name/Address | Percentage Ownership | |
TD
Ameritrade Clearing, Inc.
P.O. Box 2553 Omaha, NE 68103-2533 |
6.28% | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
6.45% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
76.41% |
Nominee Name/Address | Percentage Ownership | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
72.74% |
Nominee Name/Address | Percentage Ownership | |
JP
Morgan Chase
500 Stanton Christiana Road Newark, DE 19713 |
5.90% | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
6.04% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
70.20% |
Nominee Name/Address | Percentage Ownership | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
11.73% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
76.12% |
Nominee Name/Address | Percentage Ownership | |
Pershing
LLC
1 Pershing Plaza Jersey City, NJ 07399 |
6.62% | |
Reliance
Trust Company
1100 Abernathy Road Atlanta, GA 30328 |
6.84% | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267 |
10.69% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
20.01% |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
45.66% |
Nominee Name/Address | Percentage Ownership | |
Pershing
LLC
1 Pershing Plaza, 7 th Floor Jersey City, NJ 07399 |
6.11% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
11.89% | |
CNB
Bank
P.O. Box 42 Clearfield, PA 16830 |
37.06% | |
Fifth
Third Bank
5050 Kingsley Drive Cincinnati, OH 45263 |
37.06% |
Nominee Name/Address | Percentage Ownership | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
77.66% |
Nominee Name/Address | Percentage Ownership | |
Merrill
Lynch
1600 Merrill Lynch Dr. Pennington, NJ 08534 |
5.45% | |
JP
Morgan Chase
500 Stanton Christiana Road Newark, DE 19713 |
8.87% | |
UBS
Securities LLC
1000 Harbor Blvd. Weehawken, NJ 07086 |
8.87% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
72.35% |
Nominee Name/Address | Percentage Ownership | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
10.46% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
75.65% |
Nominee Name/Address | Percentage Ownership | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
92.63% |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
8.13% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
70.68% |
Nominee Name/Address | Percentage Ownership | |
Pershing
LLC
1 Pershing Plaza, 7 th Floor Jersey City, NJ 07399 |
5.77% | |
LPL
Financial
P.O. Box 509043 San Diego, CA 92150-9043 |
13.99% | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
64.59% |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
5.76% | |
Pershing
LLC
1 Pershing Plaza, 7 th Floor Jersey City, NJ 07399 |
14.06% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
54.03% |
Nominee Name/Address | Percentage Ownership | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
5.36% | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
14.33% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
63.54% |
Nominee Name/Address | Percentage Ownership | |
Merrill
Lynch
1600 Merrill Lynch Dr. Pennington, NJ 08534 |
5.76% | |
UBS
Financial Services Inc.
1000 Harbor Blvd. Weehawken, NJ 07086 |
10.03% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
65.97% |
Nominee Name/Address | Percentage Ownership | |
TD
Ameritrade Clearing, Inc.
P.O. Box 2553 Omaha, NE 68103-2553 |
6.82% | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
7.40% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
68.26% |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082-4930 |
5.35% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
83.04% |
Nominee Name/Address | Percentage Ownership | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
89.44% |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
6.67% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
80.30% |
Nominee Name/Address | Percentage Ownership | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
23.89% | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082 |
29.18% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
38.52% |
Nominee Name/Address | Percentage Ownership | |
JPMorgan
500 Stanton Christiana Road Newark, DE 19713-2107 |
11.96% |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082-4930 |
12.47% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
56.48% |
Nominee Name/Address | Percentage Ownership | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
5.12% | |
Merrill
Lynch
1600 Merrill Lynch Dr. Pennington, NJ 08534 |
5.95% | |
JPMorgan
500 Stanton Christiana Road Newark, DE 19713-2107 |
7.28% | |
LPL
Financial
P.O. Box 509043 San Diego, CA 92150-9043 |
8.27% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
66.78% |
Nominee Name/Address | Percentage Ownership | |
Wells
Fargo
P.O. Box 5268 Sioux Falls, SD 57117-5268 |
7.66% | |
JPMorgan
500 Stanton Christiana Road Newark, DE 19713-2107 |
10.76% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
63.83% |
NAME OF FUND | INVESTMENT ADVISORY FEE | |
FlexShares Morningstar US Market Factor Tilt Index Fund | 0.25% | |
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | 0.39% | |
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | 0.59% |
NAME OF FUND | INVESTMENT ADVISORY FEE | |
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | 0.44% | |
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | 0.64% | |
FlexShares US Quality Large Cap Index Fund | 0.32% | |
FlexShares STOXX ® US ESG Impact Index Fund | 0.32% | |
FlexShares STOXX ® Global ESG Impact Index Fund | 0.42% | |
FlexShares Morningstar Global Upstream Natural Resources Index Fund | 0.46% | |
FlexShares STOXX ® Global Broad Infrastructure Index Fund | 0.47% | |
FlexShares Global Quality Real Estate Index Fund | 0.45% | |
FlexShares Real Assets Allocation Index Fund | 0.57% | |
FlexShares Quality Dividend Index Fund | 0.37% | |
FlexShares Quality Dividend Defensive Index Fund | 0.37% | |
FlexShares Quality Dividend Dynamic Index Fund | 0.37% | |
FlexShares International Quality Dividend Index Fund | 0.47% | |
FlexShares International Quality Dividend Defensive Index Fund | 0.47% | |
FlexShares International Quality Dividend Dynamic Index Fund | 0.47% | |
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund* | 0.18% | |
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund* | 0.18% | |
FlexShares Disciplined Duration MBS Index Fund | 0.20% | |
FlexShares Credit-Scored US Corporate Bond Index Fund | 0.22% | |
FlexShares Credit-Scored US Long Corporate Bond Index Fund | 0.22% |
* | Prior to November 1, 2017, the investment advisory fee rate was 0.20%. |
(1) | The FlexShares US Quality Large Cap Index Fund commenced operations on September 23, 2015. |
(2) | The FlexShares Credit-Scored US Corporate Bond Index Fund commenced operations on November 12, 2014. |
(3) | The FlexShares Credit-Scored US Long Corporate Bond Index Fund commenced operations on September 23, 2015. |
NAME OF FUND | ADVISORY FEES PAID | |
FlexShares Morningstar US Market Factor Tilt Index Fund | $2,053,607 | |
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $2,421,466 | |
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $1,625,868 | |
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund (1) | $ 12,566 | |
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund (1) | $ 148,320 | |
FlexShares US Quality Large Cap Index Fund | $ 12,446 | |
FlexShares STOXX ® US ESG Impact Index Fund (2) | $ 4,867 | |
FlexShares STOXX ® Global ESG Impact Index Fund (2) | $ 9,646 | |
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $9,841,686 | |
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $2,773,245 | |
FlexShares Global Quality Real Estate Index Fund | $ 818,246 | |
FlexShares Real Assets Allocation Index Fund (3) | $ 7,905 | |
FlexShares Quality Dividend Index Fund | $4,225,938 | |
FlexShares Quality Dividend Defensive Index Fund | $ 783,024 | |
FlexShares Quality Dividend Dynamic Index Fund | $ 204,667 | |
FlexShares International Quality Dividend Index Fund | $1,893,837 | |
FlexShares International Quality Dividend Defensive Index Fund | $ 305,772 | |
FlexShares International Quality Dividend Dynamic Index Fund | $ 118,899 | |
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | $3,683,245 | |
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | $1,072,036 | |
FlexShares Disciplined Duration MBS Index Fund (4) | $ 65,468 | |
FlexShares Credit-Scored US Corporate Bond Index Fund | $ 57,804 | |
FlexShares Credit-Scored US Long Corporate Bond Index Fund | $ 20,751 |
(1) | The FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund and FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund commenced operations on November 9, 2015. For the fiscal year ended October 31, 2016, the Investment Adviser reimbursed $11,219 and $137,651 of the advisory fees paid by the FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund and FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund, respectively. |
(2) | The FlexShares STOXX ® US ESG Impact Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund commenced operations on July 13, 2016. |
(3) | The FlexShares Real Assets Allocation Index Fund commenced operations on November 23, 2015. For the fiscal year ended October 31, 2016, the Investment Adviser reimbursed $6,424 of the advisory fees paid by the FlexShares Real Assets Allocation Index Fund. |
(4) | For the fiscal year ended October 31, 2016, JPMorgan Chase Bank, N.A. voluntarily reimbursed $65,468 of the advisory fees paid by the FlexShares Disciplined Duration MBS Index Fund. |
NAME OF FUND | ADVISORY FEES PAID | |
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | $ 1,497,416 | |
FlexShares Disciplined Duration MBS Index Fund | $ 72,406 | |
FlexShares Credit-Scored US Corporate Bond Index Fund | $ 91,043 | |
FlexShares Credit-Scored US Long Corporate Bond Index Fund | $ 30,029 |
(1) | For the fiscal year ended October 31, 2017, the Investment Adviser reimbursed $68,779 and $230,933 of the advisory fees paid by the FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund and the FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund, respectively. |
(2) | For the fiscal year ended October 31, 2017, the Investment Adviser reimbursed $13,459 of the advisory fees paid by the FlexShares Real Assets Allocation Index Fund. |
(1) | The FlexShares US Quality Large Cap Index Fund commenced operations on September 23, 2015. |
(2) | The FlexShares Credit-Scored US Corporate Bond Index Fund commenced operations on November 12, 2014. |
(3) | The FlexShares Credit-Scored US Long Corporate Bond Index Fund commenced operations on September 23, 2015. |
NAME OF FUND | EXPENSE REIMBURSEMENTS BY NTI | |
FlexShares STOXX ® Global ESG Impact Index Fund (2) | $ 770 | |
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $141,655 | |
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 40,807 | |
FlexShares Global Quality Real Estate Index Fund | $ 14,074 | |
FlexShares Real Assets Allocation Index Fund (3) | $ 8,496 | |
FlexShares Quality Dividend Index Fund | $ 79,249 | |
FlexShares Quality Dividend Defensive Index Fund | $ 17,278 | |
FlexShares Quality Dividend Dynamic Index Fund | $ 6,780 | |
FlexShares International Quality Dividend Index Fund | $ 28,899 | |
FlexShares International Quality Dividend Defensive Index Fund | $ 6,625 | |
FlexShares International Quality Dividend Dynamic Index Fund | $ 3,997 | |
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | $120,219 | |
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | $ 46,192 | |
FlexShares Disciplined Duration MBS Index Fund (4) | $ 4,263 | |
FlexShares Credit-Scored US Corporate Bond Index Fund | $ 3,827 | |
FlexShares Credit-Scored US Long Corporate Bond Index Fund | $ 2,757 |
(1) | The FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund and FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund commenced operations on November 9, 2015. |
(2) | The FlexShares STOXX ® US ESG Impact Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund commenced operations on July 13, 2016. |
(3) | The FlexShares Real Assets Allocation Index Fund commenced operations on November 23, 2015. |
(4) | In addition, JPMorgan Chase Bank, N.A. voluntarily reimbursed $65,468 of the advisory fees paid by the FlexShares Disciplined Duration MBS Index Fund. |
NAME OF FUND |
BROKERAGE
COMMISSIONS |
AMOUNT
OF
TRANSACTIONS INVOLVED |
||
FlexShares Morningstar US Market Factor Tilt Index Fund | $120,018 | $401,992,683 | ||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 30,002 | $257,238,349 | ||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $ 58,093 | $176,320,138 | ||
FlexShares US Quality Large Cap Index Fund (1) | $ 67 | $ 474,472 | ||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $ 97,993 | $789,914,706 | ||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 19,008 | $113,079,377 | ||
FlexShares Global Quality Real Estate Index Fund | $ 19,727 | $ 94,189,841 | ||
FlexShares Quality Dividend Index Fund | $ 84,925 | $422,659,336 | ||
FlexShares Quality Dividend Defensive Index Fund | $ 26,561 | $139,471,430 | ||
FlexShares Quality Dividend Dynamic Index Fund | $ 8,376 | $ 45,058,522 | ||
FlexShares International Quality Dividend Index Fund | $144,318 | $485,230,694 | ||
FlexShares International Quality Dividend Defensive Index Fund | $ 52,747 | $160,300,273 | ||
FlexShares International Quality Dividend Dynamic Index Fund | $ 32,292 | $102,524,618 | ||
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | $ 0 | $ 0 | ||
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | $ 0 | $ 0 | ||
FlexShares Disciplined Duration MBS Index Fund | $ 0 | $ 0 | ||
FlexShares Credit-Scored US Corporate Bond Index Fund (2) | $ 0 | $ 0 | ||
FlexShares Credit-Scored US Long Corporate Bond Index Fund (3) | $ 0 | $ 0 |
(1) | The FlexShares US Quality Large Cap Index Fund commenced operations on September 23, 2015. |
(2) | The FlexShares Credit-Scored US Corporate Bond Index Fund commenced operations on November 12, 2014. |
(3) | The FlexShares Credit-Scored US Long Corporate Bond Index Fund commenced operations on September 23, 2015. |
NAME OF FUND |
BROKERAGE
COMMISSIONS |
AMOUNT
OF
TRANSACTIONS INVOLVED |
||
FlexShares Morningstar US Market Factor Tilt Index Fund | $ 12,243.43 | $246,165,355.42 | ||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 40,009.06 | $279,322,791.38 | ||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $114,367.87 | $235,318,862.65 | ||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund (1) | $ 147.74 | $ 625,286.35 | ||
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund (1) | $ 943.83 | $ 4,658,513.28 | ||
FlexShares US Quality Large Cap Index Fund | $ 82.52 | $ 609,044.13 | ||
FlexShares STOXX ® US ESG Impact Index Fund (2) | $ 109.96 | $ 983,057.88 | ||
FlexShares STOXX ® Global ESG Impact Index Fund (2) | $ 284.04 | $ 1,784,070.55 | ||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $113,604.84 | $710,236,951.91 | ||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 41,977.08 | $218,506,746.80 | ||
FlexShares Global Quality Real Estate Index Fund | $ 31,889.01 | $142,563,772.95 | ||
FlexShares Real Assets Allocation Index Fund (3) | $ 80.96 | $ 388,694.49 | ||
FlexShares Quality Dividend Index Fund | $174,669.34 | $903,619,489.57 | ||
FlexShares Quality Dividend Defensive Index Fund | $ 19,671.48 | $119,906,876.31 | ||
FlexShares Quality Dividend Dynamic Index Fund | $ 4,987.27 | $ 34,211,988.44 | ||
FlexShares International Quality Dividend Index Fund | $161,166.22 | $441,577,411.20 | ||
FlexShares International Quality Dividend Defensive Index Fund | $ 32,477.82 | $ 81,858,297.37 | ||
FlexShares International Quality Dividend Dynamic Index Fund | $ 10,759.68 | $ 29,870,203.45 | ||
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | - | - | ||
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | - | - | ||
FlexShares Disciplined Duration MBS Index Fund | - | - | ||
FlexShares Credit-Scored US Corporate Bond Index Fund | - | - | ||
FlexShares Credit-Scored US Long Corporate Bond Index Fund | - | - |
(1) | The FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund and FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund commenced operations on November 9, 2015. |
(2) | The FlexShares STOXX ® US ESG Impact Index Fund and FlexShares STOXX ® Global ESG Impact Index Fund commenced operations on July 13, 2016. |
(3) | The FlexShares Real Assets Allocation Index Fund commenced operations on November 23, 2015. |
NAME OF FUND |
BROKERAGE
COMMISSIONS |
AMOUNT
OF
TRANSACTIONS INVOLVED |
||
FlexShares Morningstar US Market Factor Tilt Index Fund | $ 99,753.10 | $ 421,475,677.12 | ||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 70,736.42 | $ 358,719,353.62 | ||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $277,670.18 | $ 508,145,079.13 | ||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | $ 545.57 | $ 3,115,898.85 | ||
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | $ 944.76 | $ 4,723,700.50 | ||
FlexShares US Quality Large Cap Index Fund | $ 317.70 | $ 2,526,913.34 | ||
FlexShares STOXX ® US ESG Impact Index Fund | $ 850.24 | $ 6,425,537.11 | ||
FlexShares STOXX ® Global ESG Impact Index Fund | $ 2,069.51 | $ 10,999,950.29 | ||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $404,141.43 | $2,086,994,751.53 | ||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 40,076.73 | $ 252,400,734.80 | ||
FlexShares Global Quality Real Estate Index Fund | $ 12,909.72 | $ 85,018,619.55 | ||
FlexShares Real Assets Allocation Index Fund | $ 128.73 | $ 644,733.26 | ||
FlexShares Quality Dividend Index Fund | $260,013.65 | $ 966,369,741.24 | ||
FlexShares Quality Dividend Defensive Index Fund | $ 24,200.40 | $ 129,056,478.11 | ||
FlexShares Quality Dividend Dynamic Index Fund | $ 1,427.86 | $ 14,555,363.01 | ||
FlexShares International Quality Dividend Index Fund | $202,613.00 | $ 633,663,144.83 | ||
FlexShares International Quality Dividend Defensive Index Fund | $ 19,761.00 | $ 68,495,739.24 |
NAME OF FUND |
BROKERAGE
COMMISSIONS |
AMOUNT
OF
TRANSACTIONS INVOLVED |
||
FlexShares International Quality Dividend Dynamic Index Fund | $ 19,336.05 | $ 55,541,843.32 | ||
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | - | - | ||
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | - | - | ||
FlexShares Disciplined Duration MBS Index Fund | - | - | ||
FlexShares Credit-Scored US Corporate Bond Index Fund | - | - | ||
FlexShares Credit-Scored US Long Corporate Bond Index Fund | - | - |
NAME OF FUND | AMOUNT OF RESEARCH COMMISSION TRANSACTIONS |
AMOUNT
OF
RESEARCH COMMISSIONS |
||
FlexShares Morningstar US Market Factor Tilt Index Fund | $ 2,530 | $ 2 | ||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $ 33,224 | $ 1 | ||
FlexShares US Quality Large Cap Index Fund | $ 1,673 | $ 0.39 | ||
FlexShares STOXX ® Global ESG Impact Index Fund | $ 39,003 | $ 4.84 | ||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 11,607 | $ 2 | ||
FlexShares Global Quality Real Estate Index Fund | $ 390,670 | $ 83 | ||
FlexShares Quality Dividend Index Fund | $33,313,203 | $6,843 | ||
FlexShares Quality Dividend Dynamic Index Fund | $ 15,252 | $ 3 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $12,567 | ||
Citigroup, Inc. | E | $ 9,437 | ||
Goldman Sachs & Co. | E | $ 4,099 | ||
Investment Technology Group Inc. | E | $ 141 | ||
JPMorgan Chase & Co. | E | $16,385 | ||
Morgan Stanley & Co., Inc. | E | $ 3,520 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Barclays Capital, Inc. | E | $1,819 | ||
Credit Suisse Group | E | $ 943 | ||
Deutsche Bank AG | E | $1,536 | ||
HSBC Holdings PLC | E | $9,846 | ||
Societe Generale S.A. | E | $1,943 | ||
UBS AG | E | $3,094 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Barclays Capital, Inc. | E | $487 | ||
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $664 | ||
Citigroup, Inc. | E | $586 | ||
Goldman Sachs & Co. | E | $433 | ||
JPMorgan Chase & Co. | E | $ 94 | ||
Morgan Stanley & Co., Inc. | E | $388 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $331 | ||
Citigroup, Inc. | E | $244 | ||
Goldman Sachs & Co. | E | $ 94 | ||
JPMorgan Chase & Co. | E | $360 | ||
Morgan Stanley & Co., Inc. | E | $ 72 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $555 | ||
Barclays Capital, Inc. | E | $ 39 | ||
Citigroup, Inc. | E | $456 | ||
Credit Suisse Group | E | $ 31 | ||
Deutsche Bank AG | E | $ 56 | ||
Goldman Sachs & Co. | E | $105 | ||
HSBC Holdings PLC | E | $215 | ||
JPMorgan Chase & Co. | E | $292 | ||
Morgan Stanley & Co., Inc. | E | $ 68 | ||
Societe Generale S.A. | E | $ 19 | ||
UBS AG | E | $ 76 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $11,238 | ||
Citigroup, Inc. | E | $ 6,771 | ||
JPMorgan Chase & Co. | E | $21,627 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $1,828 | ||
Citigroup, Inc. | E | $1,599 | ||
JPMorgan Chase & Co. | E | $2,968 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | E | $ 316 | ||
Citigroup, Inc. | E | $ 233 | ||
JPMorgan Chase & Co. | E | $2,400 | ||
Morgan Stanley & Co., Inc. | E | $ 580 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Barclays Capital, Inc. | E | $ 6,642 | ||
HSBC Holdings PLC | E | $18,961 | ||
UBS AG | E | $ 5,299 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Barclays Capital, Inc. | E | $ 298 | ||
HSBC Holdings PLC | E | $1,846 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Barclays Capital, Inc. | E | $ 792 | ||
HSBC Holdings PLC | E | $1,727 | ||
UBS AG | E | $ 473 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | D | $2,448 | ||
Barclays Capital, Inc. | D | $ 404 | ||
Citigroup, Inc. | D | $2,139 | ||
Credit Suisse Group | D | $ 517 | ||
Deutsche Bank AG | D | $ 147 | ||
Goldman Sachs & Co. | D | $2,239 | ||
HSBC Holdings PLC | D | $ 753 | ||
JPMorgan Chase & Co. | D | $2,513 | ||
Morgan Stanley & Co., Inc. | D | $1,617 |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Bank of America Corp. | D | $385 | ||
Citigroup, Inc. | D | $429 | ||
Credit Suisse Group | D | $ 34 | ||
Goldman Sachs & Co. | D | $747 | ||
HSBC Holdings PLC | D | $148 | ||
JPMorgan Chase & Co. | D | $530 | ||
Morgan Stanley & Co., Inc. | D | $111 |
NAME OF FUND | PORTFOLIO MANAGERS | |
FlexShares Morningstar US Market Factor Tilt Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares US Quality Large Cap Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares STOXX ® US ESG Impact Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares STOXX ® Global ESG Impact Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Morningstar Global Upstream Natural Resources Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares STOXX ® Global Broad Infrastructure Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Global Quality Real Estate Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Real Assets Allocation Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Quality Dividend Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Quality Dividend Defensive Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares Quality Dividend Dynamic Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares International Quality Dividend Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares International Quality Dividend Defensive Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares International Quality Dividend Dynamic Index Fund | Robert Anstine and Brendan Sullivan | |
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | Daniel J. Personette, Michael R. Chico and Brandon P. Ferguson | |
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | Daniel J. Personette, Michael R. Chico and Brandon P. Ferguson | |
FlexShares Disciplined Duration MBS Index Fund | Bradley Camden and Kevin O’Shaughnessy | |
FlexShares Credit-Scored US Corporate Bond Index Fund | Bradley Camden, Mike T. Doyle and Brandon P. Ferguson | |
FlexShares Credit-Scored US Long Corporate Bond Index Fund | Bradley Camden, Mike T. Doyle and Brandon P. Ferguson |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 18 | $12,078,369,434 | 0 | $0 | ||||
Other Registered Investment Companies: | 1 | $ 5,841,000,000 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 5 | $ 4,450,000,000 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
Other Accounts: | 7 | $ 500,000,000 | 0 | $0 | ||||
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 18 | $12,078,369,434 | 0 | $0 | ||||
Other Registered Investment Companies: | 0 | - | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 3 | $ 9,821,000,000 | 0 | $0 | ||||
Other Accounts: | 3 | $ 600,000,000 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 3 | $2,936,486,139.23 | 0 | $0 | ||||
Other Registered Investment Companies: | 2 | $1,420,611,888.87 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 4 | $5,891,963,710.70 | 0 | $0 | ||||
Other Accounts: | 6 | $2,073,856,884.49 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 2 | $ 2,932,723,735.69 | 0 | $0 | ||||
Other Registered Investment Companies: | 0 | - | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 9 | $16,064,906,594.48 | 0 | $0 | ||||
Other Accounts: | 23 | $ 9,161,394,317.30 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 5 | $3,006,336,545.44 | 0 | $0 | ||||
Other Registered Investment Companies: | 2 | $2,698,291,342.00 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 3 | $3,109,725,897.00 | 0 | $0 | ||||
Other Accounts: | 6 | $2,970,134,336.00 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 4 | $ 111,795,781.85 | 0 | $0 | ||||
Other Registered Investment Companies: | 4 | $6,251,076,000.00 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 0 | - | 0 | $0 | ||||
Other Accounts: | 67 | $2,966,303,000.00 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 1 | $ 38,182,972.10 | 0 | $0 | ||||
Other Registered Investment Companies: | 0 | - | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 4 | $10,528,660,431.03 | 0 | $0 | ||||
Other Accounts: | 11 | $11,362,995,402.56 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 2 | $ 69,850,406.21 | 0 | $0 | ||||
Other Registered Investment Companies: | 0 | - | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 9 | $4,470,419,063.41 | 0 | $0 | ||||
Other Accounts: | 54 | $2,243,597,233.85 | 0 | $0 |
Shares Beneficially Owned by | Fund |
Dollar
($) Range of
Shares Beneficially Owned by Portfolio Manager Because of Direct or Indirect Pecuniary Interest |
||
Robert Anstine | FlexShares Morningstar U.S. Market Factor Tilt Index Fund | $10,001 - $50,000 | ||
Robert Anstine | FlexShares US Quality Large Cap Index Fund | $ 1 - $10,000 | ||
Robert Anstine | FlexShares Real Assets Allocation Index Fund | $10,001 - $50,000 | ||
Robert Anstine | FlexShares Credit-Scored US Corporate Bond Index Fund | $10,001 - $50,000 | ||
Bradley Camden | FlexShares Disciplined Duration MBS Index Fund | $10,001 - $50,000 | ||
Bradley Camden | FlexShares Credit-Scored US Corporate Bond Index Fund | $ 1 - $10,000 |
• | Appoint a lead independent director; |
• | Request that the board of a company be comprised of a majority of independent directors; |
• | Repeal existing classified boards and elect directors on an annual basis; |
• | Adopt a written majority voting or withhold policy (in situations in which a company has not previously adopted such a policy); |
• | Request a company to submit its poison pill plans for shareholder ratification; |
• | Lower supermajority shareholder vote requirements for charter and bylaw amendments; |
• | Lower supermajority shareholder vote requirements for mergers and other business combinations; |
• | Reduce the par value of common stock; |
• | Implement a reverse stock split; |
• | Approve an ESOP (employee stock ownership plan) or other broad based employee stock purchase or ownership plan, or increase authorized shares for existing plans; and |
• | Request that a company take reasonable steps to ensure that women and minority candidates are in the pool from which board nominees are chosen or that request that women and minority candidates are routinely sought as part of every board search the company undertakes. |
• | Request that the board of a company be comprised of a supermajority of independent directors; |
• | Elect director nominees that sit on more than four public company boards, or, if the nominee is a CEO, on more than two public company boards; |
• | Classify the board of directors; |
• | Require directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board; |
• | Impose age and term limits unless the company is found to have poor board refreshment and director succession practices; |
• | Multi class exchange offers and multi class recapitalizations; |
• | Require a supermajority shareholder vote to approve mergers and other significant business combinations; |
• | Require a supermajority shareholder vote to approve charter and bylaw amendments; |
• | Adopt certain social and environmental proposals deemed unwarranted by the company’s board of directors; and |
• | Eliminate, direct, or otherwise restrict charitable contributions. |
Fund | Inception Date |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2017 |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2016 |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2015 |
||||
FlexShares Morningstar US Market Factor Tilt Index Fund | 9/16/2011 | $509,231 | $386,600 | $377,784 | ||||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | 9/25/2012 | $463,855 | $424,059 | $364,246 | ||||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | 9/25/2012 | $717,293 | $490,553 | $407,540 | ||||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | 11/9/2015 | $ 13,835 | $ 3,701 | N/A |
Fund | Inception Date |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2017 |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2016 |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2015 |
||||
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | 11/9/2015 | $ 24,610 | $ 12,497 | N/A | ||||
FlexShares US Quality Large Cap Index Fund | 9/23/2015 | $ 10,053 | $ 5,142 | $ 373 | ||||
FlexShares STOXX ® US ESG Impact Index Fund | 7/13/2016 | $ 7,565 | $ 2,667 | N/A | ||||
FlexShares STOXX ® Global ESG Impact Index Fund | 7/13/2016 | $ 33,685 | $ 13,251 | N/A | ||||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | 9/16/2011 | $2,218,099 | $1,127,784 | $1,349,228 | ||||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | 10/8/2013 | $ 436,528 | $ 324,038 | $ 180,754 | ||||
FlexShares Global Quality Real Estate Index Fund | 11/5/2013 | $ 116,363 | $ 104,533 | $ 59,926 | ||||
FlexShares Real Assets Allocation Index Fund | 11/23/2015 | $ 3,433 | $ 2,711 | N/A | ||||
FlexShares Quality Dividend Index Fund | 12/14/2012 | $ 666,364 | $ 465,960 | $ 275,591 | ||||
FlexShares Quality Dividend Defensive Index Fund | 12/14/2012 | $ 121,963 | $ 88,004 | $ 73,233 | ||||
FlexShares Quality Dividend Dynamic Index Fund | 12/14/2012 | $ 28,442 | $ 26,614 | $ 44,416 | ||||
FlexShares International Quality Dividend Index Fund | 4/12/2013 | $ 526,260 | $ 271,539 | $ 226,442 | ||||
FlexShares International Quality Dividend Defensive Index Fund | 4/12/2013 | $ 83,102 | $ 55,206 | $ 91,859 | ||||
FlexShares International Quality Dividend Dynamic Index Fund | 4/12/2013 | $ 51,912 | $ 24,553 | $ 59,102 | ||||
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | 9/19/2011 | $ 811,518 | $ 786,877 | $ 918,708 | ||||
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | 9/19/2011 | $ 311,614 | $ 236,215 | $ 182,081 | ||||
FlexShares Disciplined Duration MBS Index Fund | 9/3/2014 | $ 13,861 | $ 11,766 | $ 4,769 | ||||
FlexShares Credit-Scored US Corporate Bond Index Fund | 11/12/2014 | $ 17,195 | $ 9,647 | $ 4,216 | ||||
FlexShares Credit-Scored US Long Corporate Bond Index Fund | 9/23/2015 | $ 7,642 | $ 7,061 | $ 475 |
Fund |
Gross
income from securities lending activities |
Securities
lending revenue paid to securities lending agent (“Revenue Split”) |
Rebate
(paid to
borrower) |
Aggregate
fees/compensation for securities lending activities |
Net
income from securities lending activities |
|||||
FlexShares Morningstar US Market Factor Tilt Index Fund | $1,335,936 | $ 89,100 | $ 441,171 | $0 | $ 894,765 | |||||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 691,480 | $ 98,164 | $(291,377) | $0 | $ 982,857 | |||||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $ 103,941 | $ 12,203 | $ (18,495) | $0 | $ 122,436 | |||||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares US Quality Large Cap Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares STOXX ® US ESG Impact Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares STOXX ® Global ESG Impact Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $2,497,495 | $176,425 | $ 732,916 | $0 | $1,764,579 | |||||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 597,414 | $ 37,769 | $ 219,385 | $0 | $ 378,029 | |||||
FlexShares Global Quality Real Estate Index Fund | $ 127,493 | $ 5,227 | $ 75,050 | $0 | $ 52,443 | |||||
FlexShares Real Assets Allocation Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares Quality Dividend Index Fund | $1,686,121 | $ 84,064 | $ 844,548 | $0 | $ 841,573 | |||||
FlexShares Quality Dividend Defensive Index Fund | $ 298,993 | $ 14,434 | $ 154,461 | $0 | $ 144,532 | |||||
FlexShares Quality Dividend Dynamic Index Fund | $ 33,985 | $ 1,926 | $ 14,654 | $0 | $ 19,331 | |||||
FlexShares International Quality Dividend Index Fund | $ 488,900 | $ 55,281 | $ (64,049) | $0 | $ 552,949 | |||||
FlexShares International Quality Dividend Defensive Index Fund | $ 59,303 | $ 6,691 | $ (7,716) | $0 | $ 67,019 | |||||
FlexShares International Quality Dividend Dynamic Index Fund | $ 33,036 | $ 3,989 | $ (6,929) | $0 | $ 39,965 | |||||
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares Disciplined Duration MBS Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares Credit-Scored US Corporate Bond Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 | |||||
FlexShares Credit-Scored US Long Corporate Bond Index Fund (1) | $ 0 | $ 0 | $ 0 | $0 | $ 0 |
(1) | As of October 31, 2017, the Fund did not lend any securities. |
NAME OF FUND |
Fee
for In-Kind and
Cash Purchases |
Maximum
Additional
Variable Charge for Cash Purchase* |
||
FlexShares Morningstar US Market Factor Tilt Index Fund | $ 1,500 | 3.00% | ||
FlexShares
Morningstar Developed Markets ex-US Factor Tilt Index Fund
|
$20,000 | 3.00% | ||
FlexShares
Morningstar Emerging Markets Factor Tilt Index Fund
|
$25,000 | 3.00% | ||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | $ 0 | 3.00% | ||
FlexShares
Currency Hedged Morningstar EM Factor Tilt Index Fund
|
$ 0 | 3.00% | ||
FlexShares
US Quality Large Cap Index Fund
|
$ 500 | 3.00% |
NAME OF FUND |
Fee
for In-Kind and
Cash Purchases |
Maximum
Additional
Variable Charge for Cash Purchase* |
||
FlexShares
STOXX
®
US ESG Impact Index Fund
|
$ 350 | 3.00% | ||
FlexShares
STOXX
®
Global ESG Impact Index Fund
|
$ 7,500 | 3.00% | ||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $ 1,500 | 3.00% | ||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 2,000 | 3.00% | ||
FlexShares Global Quality Real Estate Index Fund | $ 2,000 | 3.00% | ||
FlexShares Real Assets Allocation Index Fund | $ 0 | 3.00% | ||
FlexShares
Quality Dividend Index Fund
|
$ 750 | 3.00% | ||
FlexShares
Quality Dividend Defensive Index Fund
|
$ 750 | 3.00% | ||
FlexShares
Quality Dividend Dynamic Index Fund
|
$ 750 | 3.00% | ||
FlexShares
International Quality Dividend Index Fund
|
$ 5,000 | 3.00% | ||
FlexShares
International Quality Dividend Defensive Index Fund
|
$ 5,000 | 3.00% | ||
FlexShares
International Quality Dividend Dynamic Index Fund
|
$ 5,000 | 3.00% | ||
FlexShares
iBoxx 3-Year Target Duration TIPS Index Fund
|
$ 0 | 3.00% | ||
FlexShares
iBoxx 5-Year Target Duration TIPS Index Fund
|
$ 0 | 3.00% | ||
FlexShares Disciplined Duration MBS Index Fund | $ 400 | 3.00% | ||
FlexShares Credit-Scored US Corporate Bond Index Fund | $ 500 | 3.00% | ||
FlexShares Credit-Scored US Long Corporate Bond Index Fund | $ 500 | 3.00% |
* | As a percentage of the net asset value per Creation Unit. |
NAME OF FUND |
Fee
for In-Kind and
Cash Redemptions |
Maximum
Additional
Variable Charge for Cash Redemption* |
||
FlexShares Morningstar US Market Factor Tilt Index Fund | $ 1,500 | 2.00% | ||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $20,000 | 2.00% | ||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $25,000 | 2.00% | ||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | $ 0 | 2.00% | ||
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | $ 0 | 2.00% | ||
FlexShares US Quality Large Cap Index Fund | $ 500 | 2.00% | ||
FlexShares STOXX ® US ESG Impact Index Fund | $ 350 | 2.00% | ||
FlexShares STOXX ® Global ESG Impact Index Fund | $ 7,500 | 2.00% | ||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $ 1,500 | 2.00% | ||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 2,000 | 2.00% | ||
FlexShares Global Quality Real Estate Index Fund | $ 2,000 | 2.00% | ||
FlexShares Real Assets Allocation Index Fund | $ 0 | 2.00% | ||
FlexShares
Quality Dividend Index Fund
|
$ 750 | 2.00% |
NAME OF FUND |
Fee
for In-Kind and
Cash Redemptions |
Maximum
Additional
Variable Charge for Cash Redemption* |
||
FlexShares Quality Dividend Defensive Index Fund | $ 750 | 2.00% | ||
FlexShares
Quality Dividend Dynamic Index Fund
|
$ 750 | 2.00% | ||
FlexShares International Quality Dividend Index Fund | $ 5,000 | 2.00% | ||
FlexShares
International Quality Dividend Defensive Index Fund
|
$ 5,000 | 2.00% | ||
FlexShares
International Quality Dividend Dynamic Index Fund
|
$ 5,000 | 2.00% | ||
FlexShares
iBoxx 3-Year Target Duration TIPS Index Fund
|
$ 0 | 2.00% | ||
FlexShares
iBoxx 5-Year Target Duration TIPS Index Fund
|
$ 0 | 2.00% | ||
FlexShares Disciplined Duration MBS Index Fund | $ 400 | 2.00% | ||
FlexShares Credit-Scored US Corporate Bond Index Fund | $ 500 | 2.00% | ||
FlexShares Credit-Scored US Long Corporate Bond Index Fund | $ 500 | 2.00% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard transaction fee. |
Fund |
Short-Term |
Long-Term |
Total |
|||
FlexShares Morningstar US Market Factor Tilt Index Fund | $ 19,769,141 | $ - | $ 19,769,141 | |||
FlexShares Morningstar Developed Markets ex-US Factor Tilt Index Fund | $ 7,141,622 | $ 38,344,163 | $ 45,485,785 |
Fund |
Short-Term |
Long-Term |
Total |
|||
FlexShares Morningstar Emerging Markets Factor Tilt Index Fund | $ - | $ 23,627,921 | $ 23,627,921 | |||
FlexShares Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | $ 399,432 | $ 647,955 | $ 1,047,387 | |||
FlexShares Currency Hedged Morningstar EM Factor Tilt Index Fund | $ 1,272,247 | $ 1,304,568 | $ 2,576,815 | |||
FlexShares US Quality Large Cap Index Fund | $ 237,100 | $ 31,339 | $ 268,439 | |||
FlexShares STOXX ® US ESG Index Fund | $ - | $ 16,164 | $ 16,164 | |||
FlexShares STOXX ® Global ESG Index Fund | $ 17,781 | $ 19,730 | $ 37,511 | |||
FlexShares Morningstar Global Upstream Natural Resources Index Fund | $123,678,202 | $393,425,332 | $517,103,534 | |||
FlexShares STOXX ® Global Broad Infrastructure Index Fund | $ 10,565,615 | $ 16,728,440 | $ 27,294,055 | |||
FlexShares Global Quality Real Estate Index Fund | $ 1,936,037 | $ - | $ 1,936,037 | |||
FlexShares Real Assets Allocation Index Fund | $ - | $ - | $ - | |||
FlexShares Quality Dividend Index Fund | $ 8,486,114 | $ - | $ 8,486,114 | |||
FlexShares Quality Dividend Defensive Index Fund | $ 1,770,929 | $ - | $ 1,770,929 | |||
FlexShares Quality Dividend Dynamic Index Fund | $ 1,390,356 | $ - | $ 1,390,356 | |||
FlexShares International Quality Dividend Index Fund | $ 22,008,901 | $ 22,706,369 | $ 44,715,270 | |||
FlexShares International Quality Dividend Defensive Index Fund | $ 8,471,288 | $ 5,030,931 | $ 13,502,219 | |||
FlexShares International Quality Dividend Dynamic Index Fund | $ 3,368,410 | $ 3,119,431 | $ 6,487,841 | |||
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund | $ 38,388,121 | $ 2,848,741 | $ 41,236,862 | |||
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund | $ 8,107,426 | $ - | $ 8,107,426 | |||
FlexShares Disciplined Duration MBS Ready Index Fund | $ 886,379 | $ 543,890 | $ 1,430,269 | |||
FlexShares Credit-Scored US Corporate Bond Index Fund | $ 23,182 | $ - | $ 23,182 | |||
FlexShares Credit Scored US Long Corporate Bond Index Fund | $ 38,559 | $ - | $ 38,559 |
February 16, 2018 | April 30, 2018 | October 2, 2018 | |
February 19, 2018 | May 1, 2018 | October 3, 2018 | |
February 20, 2018 | May 22, 2018 | October 4, 2018 | |
February 21, 2018 | June 18, 2018 | October 5, 2018 | |
March 30, 2018 | July 2, 2018 | October 17, 2018 | |
April 2, 2018 | September 24, 2018 | December 25, 2018 | |
Colombia | |||
January 1, 2018 | May 14, 2018 | August 20, 2018 | January 1, 2019 |
January 8, 2018 | June 4, 2018 | October 15, 2018 | |
March 19, 2018 | June 11, 2018 | November 5, 2018 | |
March 29, 2018 | July 2, 2018 | November 12, 2018 | |
March 30, 2018 | July 20, 2018 | December 25, 2018 | |
May 1, 2018 | August 7, 2018 | December 31, 2018 | |
The Czech Republic | |||
January 1, 2018 | May 8, 2018 | December 24, 2018 | |
March 30, 2018 | July 5, 2018 | December 25, 2018 | |
April 2, 2018 | July 6, 2018 | December 26, 2018 | |
May 1, 2018 | September 28, 2018 | January 1, 2019 | |
Denmark | |||
January 1, 2018 | April 27, 2018 | June 5, 2018 | December 31, 2018 |
March 29, 2018 | May 10, 2018 | December 24, 2018 | January 1, 2019 |
March 30, 2018 | May 11, 2018 | December 25, 2018 | |
April 2, 2018 | May 21, 208 | December 26, 2018 | |
Egypt | |||
January 7, 2018 | April 25, 2018 | August 21, 2018 | November 20, 2018 |
January 25, 2018 | May 1, 2018 | August 22, 2018 | |
April 8, 2018 | July 1, 2018 | August 23, 2018 | |
April 9, 2018 | July 23, 2017 | September 11, 2018 | |
The Egyptian market is closed every Friday. | |||
Finland | |||
January 1, 2018 | May 1, 2018 | December 6, 2018 | December 26, 2018 |
March 30, 2018 | May 10, 2018 | December 24, 2018 | January 1, 2019 |
Malaysia | |||
January 1, 2018 | May 29, 2018 | August 22, 2018 | November 20, 2018 |
January 31, 2018 | May 30, 2018 | August 31, 2018 | December 25, 2018 |
February 1 2018 | May 31, 2018 | September 11, 2018 | January 1, 2019 |
February 16, 2018 | June 1, 2018 | September 17, 2018 | |
May 1, 2018 | June 15, 2018 | November 8, 2018 | |
Mexico | |||
January 1, 2018 | March 29, 2018 | November 2, 2018 | December 25, 2018 |
February 5, 2018 | March 30, 2018 | November 19, 2018 | January 1, 2019 |
March 19, 2018 | May 1, 2018 | December 12, 2018 | |
Morocco | |||
January 1, 2018 | July 30, 2018 | August 22, 2018 | November 20, 2018 |
January 11, 2018 | August 14, 2018 | August 23, 2018 | November 21, 2018 |
May 1, 2018 | August 20, 2018 | September 11, 2018 | January 1, 2019 |
June 15, 2018 | August 21, 2018 | November 6, 2018 | |
Netherlands | |||
January 1, 2018 | April 27, 2018 | May 21, 2018 | January 1, 2019 |
March 30, 2018 | May 1, 2018 | December 25, 2018 | |
April 2, 2018 | May 10, 2018 | December 26, 2018 | |
New Zealand | |||
January 1, 2018 | February 6, 2018 | June 4, 2018 | January 1, 2019 |
January 2, 2018 | March 30, 2018 | October 22, 2018 | January 2, 2019 |
January 22, 2018 | April 2, 2018 | December 25, 2018 | |
January 29, 2018 | April 25, 2018 | December 26, 2018 | |
Norway | |||
January 1, 2018 | May 1, 2018 | December 24, 2018 | January 1, 2019 |
March 29, 2018 | May 10, 2018 | December 25, 2018 | |
March 30, 2018 | May 17, 2018 | December 26, 2018 | |
April 2, 2018 | May 21, 2018 | December 31, 2018 | |
Pakistan | |||
January 1, 2018 | May 31, 2018 | August 22, 2018 | December 25, 2018 |
February 5, 2018 | June 15, 2018 | August 23, 2018 | January 1, 2019 |
February 16, 2018 | May 29, 2018 | August 22, 2018 | January 1, 2019 |
March 30, 2018 | June 15, 2018 | November 7, 2018 | |
South Africa | |||
January 1, 2018 | April 2, 2018 | August 9, 2018 | December 25, 2018 |
March 21, 2018 | April 27, 2018 | September 24, 2019 | December 26, 2018 |
March 30, 2018 | May 1, 2018 | December 17, 2018 | January 1, 2019 |
South Korea | |||
January 1, 2018 | May 7, 2018 | September 24, 2018 | December 25, 2018 |
February 15, 2018 | May 22, 2018 | September 25, 2018 | December 31, 2018 |
February 16, 2018 | June 6, 2018 | September 26, 2018 | January 1, 2019 |
March 1, 2018 | June 13, 2018 | October 3, 2018 | |
May 1, 2018 | August 15, 2018 | October 9, 2018 | |
Spain | |||
January 1, 2018 | April 2, 2018 | August 15, 2018 | December 26, 2018 |
March 19, 2018 | May 1, 2018 | October 12, 2018 | January 1, 2019 |
March 29, 2018 | May 31, 2018 | November 1, 2018 | |
March 30, 2018 | July 25, 2018 | December 25, 2018 | |
Sweden | |||
January 1, 2018 | May 1, 2018 | June 6, 2018 | December 26, 2018 |
March 29, 2018 | May 10, 2018 | June 22, 2018 | December 31, 2018 |
March 30, 2018 | May 17, 2018 | December 24, 2018 | January 1, 2019 |
April 2, 2018 | May 21, 2018 | December 25, 2018 | |
Switzerland | |||
January 1, 2018 | April 2, 2018 | May 21, 2018 | December 26, 2018 |
January 2, 2018 | May 1, 2018 | August 1, 2018 | January 1, 2019 |
March 30, 2018 | May 10, 2018 | December 25, 2018 | January 2, 2019 |
Taiwan | |||
January 1, 2018 | February 20, 2018 | May 1, 2018 | December 31, 2018 |
February 15, 2018 | February 28, 2018 | June 18, 2018 | January 1, 2019 |
February 16, 2018 | April 4, 2018 | September 24, 2018 | |
February 19, 2018 | April 5, 2018 | October 10, 2018 |
Belgium | |||
January 1, 2019 | May 1, 2019 | August 15, 2019 | December 25, 2019 |
April 19, 2019 | May 30, 2019 | November 1, 2019 | December 26, 2019 |
April 22, 2019 | June 10, 2019 | November 11, 2019 | January 1, 2020 |
Brazil | |||
January 1, 2019 | May 1, 2019 | December 24, 2019 | |
January 25, 2019 | June 20, 2019 | December 25, 2019 | |
March 4, 2019 | July 9, 2019 | December 31, 2019 | |
March 5, 2019 | November 15, 2019 | January 1, 2020 | |
April 19, 2019 | November 20, 2019 | ||
Britain | |||
January 1, 2019 | May 6, 2019 | June 17, 2019 | December 24, 2019 |
January 2, 2019 | May 9, 2019 | June 21, 2019 | December 25, 2019 |
January 21, 2019 | May 17, 2019 | July 1, 2019 | December 26, 2019 |
January 28, 2019 | May 20, 2019 | July 4, 2019 | December 27, 2019 |
February 18, 2019 | May 27, 2019 | August 26, 2019 | December 30, 2019 |
March 6, 2018 | May 30, 2019 | September 2, 2019 | December 31, 2019 |
April 18, 2019 | May 31, 2019 | October 14, 2019 | January 1, 2020 |
April 19, 2018 | June 5, 2019 | November 11, 2019 | January 2, 2020 |
April 22, 2019 | June 6, 2019 | November 28, 2019 | |
May 1, 2019 | June 10, 2019 | December 6, 2019 | |
Canada | |||
January 1, 2019 | June 24, 2019 | October 14, 2019 | January 1, 2020 |
February 18, 2019 | July 1, 2019 | November 11, 2019 | |
April 19, 2019 | August 5, 2019 | December 25, 2019 | |
May 20, 2019 | September 2, 2019 | December 26, 2019 | |
Chilé | |||
January 1, 2019 | July 16, 2019 | September 20, 2019 | December 31, 2019 |
April 19, 2019 | August 15, 2019 | October 31, 2019 | January 1, 2020 |
May 1, 2019 | September 18, 2019 | November 1, 2019 | |
May 21, 2019 | September 19, 2019 | December 25, 2019 |
France | |||
January 1, 2019 | May 6, 2019 | June 10, 2019 | December 25, 2019 |
March 28, 2019 | May 8, 2019 | August 15, 2019 | December 26, 2019 |
April 8, 2019 | May 20, 2019 | August 26, 2019 | January 1, 2020 |
April 19, 2019 | May 27, 2019 | October 31, 2019 | |
April 22, 2019 | May 30, 2019 | November 1, 2019 | |
May 1, 2019 | May 31, 2019 | November 11, 2019 | |
Germany | |||
January 1, 2019 | May 1, 2019 | October 3, 2019 | December 26, 2019 |
March 4, 2019 | May 30, 2019 | November 1, 2019 | December 31, 2019 |
April 19, 2019 | June 10, 2019 | December 24, 2019 | January 1, 2020 |
April 22, 2019 | June 20, 2019 | December 25, 2019 | |
Greece | |||
January 1, 2019 | April 22, 2019 | June 17, 2019 | December 26, 2019 |
March 4, 2019 | April 26, 2019 | August 15, 2019 | January 1, 2020 |
March 11, 2019 | April 29, 2019 | October 28, 2019 | |
March 25, 2019 | May 1, 2019 | December 24, 2019 | |
April 19, 2019 | June 10, 2019 | December 25, 2019 | |
Hong Kong | |||
January 1, 2019 | April 5, 2019 | July 1, 2019 | October 7, 2019 |
February 4, 2019 | April 19, 2019 | September 13, 2019 | December 24, 2019 |
February 5, 2019 | April 22, 2019 | October 1, 2019 | December 25, 2019 |
February 6, 2019 | May 1, 2019 | October 2, 2019 | December 26, 2019 |
February 7, 2019 | May 13, 2019 | October 3, 2019 | December 31, 2019 |
February 8, 2019 | June 7, 2019 | October 4, 2019 | January 1, 2020 |
Hungary | |||
January 1, 2019 | June 10, 2019 | December 24, 2019 | |
March 15, 2019 | August 19, 2019 | December 25, 2019 | |
April 19, 2019 | August 20, 2019 | December 26, 2019 | |
April 22, 2019 | October 23, 2019 | December 27, 2019 | |
May 1, 2019 | November 1, 2019 | January 1, 2020 |
Japan | |||
January 1, 2019 | March 21, 2019 | August 12, 2019 | December 23, 2019 |
January 2, 2019 | April 29, 2019 | September 16, 2019 | December 31, 2019 |
January 3, 2019 | May 3, 2019 | September 23, 2019 | January 1, 2020 |
January 14, 2019 | May 6, 2019 | October 14, 2019 | January 2, 2020 |
February 11, 2019 | July 15, 2019 | November 4, 2019 | January 3, 2020 |
Malaysia | |||
January 1, 2019 | May 1, 2019 | June 6, 2019 | January 1, 2020 |
January 21, 2019 | May 22, 2019 | August 12, 2016 | |
February 1, 2019 | May 30, 2019 | September 16, 2019 | |
February 5, 2019 | May 31, 2019 | October 29, 2019 | |
February 6, 2019 | June 5, 2019 | December 25, 2019 | |
Mexico | |||
January 1, 2019 | April 18, 2019 | September 16, 2019 | December 25, 2019 |
February 4, 2019 | April 19, 2019 | November 18, 2019 | January 1, 2020 |
March 18, 2019 | May 1, 2019 | December 12, 2019 | |
Morocco | |||
January 1, 2019 | July 30, 2019 | August 21, 2019 | |
January 11, 2019 | August 12, 2019 | November 6, 2019 | |
May 1, 2019 | August 13, 2019 | November 18, 2019 | |
June 5, 2019 | August 14, 2019 | January 1, 2020 | |
June 6, 2019 | August 20, 2019 | ||
Netherlands | |||
January 1, 2019 | April 30, 2019 | June 10, 2019 | January 1, 2020 |
April 19, 2019 | May 1, 2019 | December 25, 2019 | |
April 22, 2019 | May 30, 2019 | December 26, 2019 | |
New Zealand | |||
January 1, 2019 | February 6, 2019 | June 3, 2019 | January 1, 2020 |
January 2, 2019 | April 19, 2019 | October 28, 2019 | January 2, 2020 |
January 21, 2019 | April 22, 2019 | December 25, 2019 | |
January 28, 2019 | April 25, 2019 | December 26, 2019 |
March 3, 2019 | August 11, 2019 | August 14, 2019 | |
Russia | |||
January 1, 2019 | February 18, 2019 | June 12, 2019 | November 28, 2019 |
January 2, 2019 | March 8, 2019 | July 4, 2019 | December 25, 2019 |
January 3, 2019 | April 19, 2019 | September 2, 2019 | January 1, 2020 |
January 4, 2019 | May 1, 2019 | October 14, 2019 | January 2, 2020 |
January 7, 2019 | May 9, 2019 | November 4, 2019 | January 3, 2020 |
January 21, 2019 | May 27, 2019 | November 11, 2019 | January 4, 2020 |
Singapore | |||
January 1, 2019 | March 1, 2019 | June 5, 2019 | October 11, 2019 |
February 4, 2019 | April 4, 2019 | June 7, 2019 | October 28, 2019 |
February 5, 2019 | April 5, 2019 | August 9, 2019 | December 25, 2019 |
February 6, 2019 | April 19, 2019 | August 12, 2019 | January 1, 2020 |
February 7, 2019 | May 1, 2019 | September 13, 2019 | |
February 28, 2019 | May 20, 2019 | October 10, 2019 | |
South Africa | |||
January 1, 2019 | April 19, 2019 | August 9, 2019 | December 26, 2019 |
March 21, 2019 | April 22, 2019 | September 24, 2019 | January 1, 2020 |
March 29, 2019 | May 1, 2019 | December 16, 2019 | |
April 1, 2019 | June 17, 2019 | December 25, 2019 | |
South Korea | |||
January 1, 2019 | March 1, 2019 | August 15, 2019 | October 9, 2019 |
February 4, 2019 | May 1, 2019 | September 12, 2019 | December 25, 2019 |
February 5, 2019 | May 6, 2019 | September 13, 2019 | December 31, 2019 |
February 6, 2019 | June 6, 2019 | October 3, 2019 | January 1, 2020 |
Spain | |||
January 1, 2019 | May 1, 2019 | June 24, 2019 | November 1, 2019 |
March 19, 2019 | May 2, 2019 | July 25, 2019 | December 6, 2019 |
April 18, 2019 | May 15, 2019 | August 15, 2019 | December 25, 2019 |
April 19, 2019 | June 10, 2019 | September 11, 2019 | December 26, 2019 |
April 22, 2019 | June 20, 2019 | September 24, 2019 | January 1, 2020 |
Sweden | |||
January 1, 2019 | May 1, 2019 | June 10, 2019 | December 26, 2019 |
April 18, 2019 | May 17, 2019 | June 21, 2019 | December 31, 2019 |
April 19, 2019 | May 30, 2019 | December 24, 2019 | January 1, 2020 |
April 22, 2019 | June 6, 2019 | December 25, 2019 | |
Switzerland | |||
January 1, 2019 | May 1, 2019 | December 24, 2019 | January 1, 2020 |
January 2, 2019 | May 30, 2019 | December 25, 2019 | |
April 19, 2019 | June 10, 2019 | December 26, 2019 | |
April 22, 2019 | August 1, 2019 | December 31, 2019 | |
Taiwan | |||
January 1, 2019 | February 7, 2019 | April 5, 2019 | October 10, 2019 |
February 4, 2019 | February 28, 2019 | May 1, 2019 | October 11, 2019 |
February 5, 2019 | March 1, 2019 | June 7, 2019 | December 31, 2019 |
February 6, 2019 | April 4, 2019 | September 13, 2019 | January 1, 2020 |
Thailand | |||
January 1, 2019 | April 16, 2019 | July 1, 2019 | December 5, 2019 |
February 19, 2019 | May 1, 2019 | July 15, 2019 | December 10, 2019 |
April 8, 2019 | May 6, 2019 | August 12, 2019 | December 31, 2019 |
April 15, 2019 | May 20, 2019 | October 23, 2019 | January 1, 2020 |
Turkey | |||
January 1, 2019 | June 5, 2019 | August 12, 2019 | October 28, 2019 |
April 23, 2019 | June 6, 2019 | August 13, 2019 | October 29, 2019 |
May 1, 2019 | June 7, 2019 | August 14, 2019 | January 1, 2020 |
June 4, 2019 | July 15, 2019 | August 30, 2019 | |
United Arab Emirates | |||
January 1, 2019 | June 15, 2019 | September 3, 2019 | November 30, 2019 |
January 15, 2019 | June 17, 2019 | September 11, 2019 | December 2, 2019 |
February 19, 2019 | July 4, 2019 | October 8, 2019 | December 3, 2019 |
March 30, 2019 | August 21, 2019 | November 12, 2019 | December 21, 2019 |
April 13, 2019 | August 22, 2019 | November 20, 2019 | December 25, 2019 |
May 28, 2019 | August 23, 2019 | November 22, 2019 | January 1, 2020 |
United States | |||
January 1, 2019 | April 19, 2019 | September 2, 2019 | November 28, 2019 |
January 21, 2019 | May 27, 2019 | October 14, 2019 | December 25, 2019 |
February 18, 2019 | July 4, 2019 | November 11, 2019 | January 1, 2020 |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
Britain | 5/4/2018 | 5/14/2018 | 10 | |||
12/20/2018 | 1/3/2019 | 14 | ||||
12/21/2018 | 1/4/2019 | 14 | ||||
China | 2/13/2018 | 2/22/2018 | 9 | |||
9/27/2018 | 10/8/2018 | 11 | ||||
2/14/2018 | 2/23/2018 | 9 | ||||
9/28/2018 | 10/9/2018 | 11 | ||||
Egypt | 8/16/2018 | 8/27/2018 | 11 | |||
8/20/2018 | 8/28/2018 | 8 | ||||
Hong Kong | 2/13/2018 | 2/22/2018 | 9 | |||
2/14/2018 | 2/23/2018 | 9 | ||||
9/27/2018 | 10/8/2018 | 11 | ||||
9/28/2018 | 10/9/2018 | 11 | ||||
Israel | 9/17/2018 | 9/25/2018 | 8 | |||
Japan | 12/27/2018 | 1/4/2019 | 8 | |||
12/28/2018 | 1/7/2019 | 10 | ||||
Malaysia | 5/25/2018 | 6/4/2018 | 10 | |||
5/28/2018 | 6/5/2018 | 8 | ||||
Morocco | 8/16/2018 | 8/24/2018 | 8 | |||
8/17/2018 | 8/27/2018 | 10 | ||||
Russia | 12/28/2017 | 1/8/2018 | 11 | |||
12/29/2017 | 1/9/2018 | 11 | ||||
12/28/2018 | 1/7/2019 | 10 | ||||
12/31/2018 | 1/8/2019 | 8 | ||||
Taiwan | 2/13/2018 | 2/21/2018 | 8 | |||
2/14/2018 | 2/22/2018 | 8 | ||||
Turkey | 8/16/2018 | 8/27/2018 | 11 | |||
8/17/2018 | 8/28/2018 | 11 | ||||
United Arab Emirates | 8/16/2018 | 8/27/2018 | 11 | |||
8/20/2018 | 8/28/2018 | 8 |
* | These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible. |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
Britain | 12/20/2019 | 1/3/2020 | 14 | |||
12/23/2019 | 1/6/2020 | 14 | ||||
China | 1/31/2019 | 2/11/2019 | 11 | |||
2/1/2019 | 2/12/2019 | 11 | ||||
9/27/2019 | 10/8/2019 | 11 |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
9/30/2019 | 10/9/2019 | 9 | ||||
Egypt | 4/24/2019 | 5/2/2019 | 8 | |||
Hong Kong | 1/31/2019 | 2/11/2019 | 11 | |||
9/27/2019 | 10/8/2019 | 11 | ||||
2/1/2019 | 2/12/2019 | 11 | ||||
9/30/2019 | 10/9/2019 | 9 | ||||
Hungary | 12/23/2019 | 12/31/2019 | 8 | |||
12/20/2019 | 12/30/2019 | 10 | ||||
Israel | 10/3/2019 | 10/15/2019 | 12 | |||
10/7/2019 | 10/16/2019 | 9 | ||||
Qatar | 8/9/2019 | 8/19/2019 | 10 | |||
8/8/2019 | 8/19/2019 | 11 | ||||
8/7/2019 | 8/15/2019 | 8 | ||||
Russia | 12/28/2018 | 1/8/2019 | 11 | |||
12/31/2018 | 1/9/2019 | 9 | ||||
Singapore | 1/31/2019 | 2/8/2019 | 8 | |||
2/1/2019 | 2/11/2019 | 10 | ||||
Taiwan | 1/31/2019 | 2/8/2019 | 8 | |||
2/1/2019 | 2/11/2019 | 10 | ||||
Turkey | 5/31/2019 | 6/10/2019 | 10 | |||
6/3/2019 | 6/11/2019 | 8 |
* | These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible. |
I. | Index and Security Futures Contracts |
II. | Futures Contracts on Foreign Currencies |
III. | Margin Payments |
IV. | Risks of Transactions in Futures Contracts |
V. | Options on Futures Contracts |
VI. | Other Matters |
• | Amortization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment - the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
TABLE OF CONTENTS
INTRODUCTION |
8 | |||
1. BOARD OF DIRECTORS |
9 | |||
UNCONTESTED ELECTION OF DIRECTORS |
10 | |||
Board Accountability |
10 | |||
Board Responsiveness |
13 | |||
Director Independence |
14 | |||
Director Diversity/Competence |
14 | |||
2018 Categorization of Directors |
16 | |||
BOARD-RELATED MANAGEMENT PROPOSALS |
18 | |||
Classification/Declassification of the Board |
18 | |||
Majority Vote Threshold for Director Elections |
18 | |||
Cumulative Voting |
19 | |||
Director and Officer Liability Protection |
19 | |||
Director and Officer Indemnification |
19 | |||
Shareholder Ability to Remove Directors/Fill Vacancies |
20 | |||
Board Size |
20 | |||
Establish/Amend Nominee Qualifications |
20 | |||
Term Limits |
21 | |||
Age Limits |
21 | |||
BOARD-RELATED SHAREHOLDER PROPOSALS/INITIATIVES |
21 | |||
Proxy Contests/Proxy Access- Voting for Director Nominees in Contested Elections |
21 | |||
Annual Election (Declassification) of the Board |
21 | |||
Majority Threshold Voting Shareholder Proposals |
21 | |||
Majority of Independent Directors |
22 | |||
Establishment of Independent Committees |
22 | |||
Independent Board Chair |
22 | |||
Establishment of Board Committees |
22 | |||
Establish/Amend Nominee Qualifications |
23 | |||
Board Policy on Shareholder Engagement |
23 | |||
Proxy Access |
23 | |||
Term Limits |
24 | |||
Age Limits |
24 | |||
CEO Succession Planning |
24 | |||
Vote No Campaigns |
24 | |||
2. RATIFICATION OF AUDITORS |
25 | |||
AUDITOR-RELATED SHAREHOLDER PROPOSALS |
25 | |||
Ratify Auditors/Ensure Auditor Independence |
25 | |||
Auditor Rotation |
25 | |||
3. TAKEOVER DEFENSES / SHAREHOLDER RIGHTS |
26 | |||
TAKEOVER DEFENSES AND SHAREHOLDER RIGHTS-RELATED MANAGEMENT PROPOSALS |
26 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 2 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Poison Pills (Shareholder Rights Plans) |
26 | |||
Net Operating Loss (NOL) Poison Pills/Protective Amendments |
27 | |||
Supermajority Shareholder Vote Requirements |
28 | |||
Shareholder Ability to Call a Special Meeting |
28 | |||
Shareholder Ability to Act by Written Consent |
28 | |||
Advance Notice Requirements for Shareholder Proposals/Nominations |
29 | |||
Fair Price Provisions |
29 | |||
Greenmail |
29 | |||
Confidential Voting |
30 | |||
Control Share Acquisition Provisions |
30 | |||
Control Share Cash-Out Provisions |
30 | |||
Disgorgement Provisions |
30 | |||
State Takeover Statutes |
31 | |||
Freeze-Out Provisions |
31 | |||
Reincorporation Proposals |
31 | |||
Amend Bylaws without Shareholder Consent |
31 | |||
Litigation Rights (including Exclusive Venue and Fee-Shifting Bylaw Provisions) |
32 | |||
TAKEOVER DEFENSES AND SHAREHOLDER RIGHTS-RELATED SHAREHOLDER PROPOSALS |
32 | |||
Shareholder Proposals to put Pill to a Vote and/or Adopt a Pill Policy |
32 | |||
Reduce Supermajority Vote Requirements |
33 | |||
Remove Antitakeover Provisions |
33 | |||
Reimburse Proxy Solicitation Expenses |
33 | |||
4. MISCELLANEOUS GOVERNANCE PROVISIONS |
34 | |||
Bundled Proposals |
34 | |||
Adjourn Meeting |
34 | |||
Changing Corporate Name |
34 | |||
Amend Quorum Requirements |
34 | |||
Amend Minor Bylaws |
34 | |||
Other Business |
34 | |||
5. CAPITAL STRUCTURE |
35 | |||
Common Stock Authorization |
35 | |||
Issue Stock for Use with Rights Plan |
36 | |||
Stock Distributions: Splits and Dividends |
36 | |||
Reverse Stock Splits |
36 | |||
Preferred Stock Authorization |
36 | |||
Adjustments to Par Value of Common Stock |
37 | |||
Unequal Voting Rights/Dual Class Structure |
37 | |||
Preemptive Rights |
38 | |||
Debt Restructurings |
38 | |||
Share Repurchase Programs |
39 | |||
Conversion of Securities |
39 | |||
Recapitalization |
39 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 3 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Tracking Stock |
39 | |||
6. EXECUTIVE AND DIRECTOR COMPENSATION |
40 | |||
CRITERIA FOR EVALUATING EXECUTIVE PAY |
41 | |||
Advisory Votes on Executive Compensation Management Say-on-Pay Proposals |
45 | |||
Frequency of Advisory Vote on Executive Compensation Management Say on Pay |
46 | |||
Advisory Vote on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale |
46 | |||
Equity-Based Incentive Plans |
47 | |||
Plan Cost |
48 | |||
Repricing Provisions |
49 | |||
Pay-for-Performance Misalignment Application to Equity Plans |
49 | |||
Grant Practices |
49 | |||
Liberal Definition of Change-in-Control |
49 | |||
OTHER COMPENSATION PLANS |
51 | |||
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m)) |
51 | |||
Employee Stock Purchase Plans (ESPPs) |
52 | |||
Qualified Plans |
52 | |||
Non-Qualified Plans |
52 | |||
Employee Stock Ownership Plans (ESOPs) |
53 | |||
Option Exchange Programs/Repricing Options |
53 | |||
Stock Plans in Lieu of Cash |
54 | |||
Transfer Stock Option (TSO) Programs |
54 | |||
401(k) Employee Benefit Plans |
55 | |||
Severance Agreements for Executives/Golden Parachutes |
55 | |||
DIRECTOR COMPENSATION |
55 | |||
Shareholder Ratification of Director Pay Programs |
56 | |||
Equity Plans for Non-Employee Directors |
56 | |||
Outside Director Stock Awards/Options in Lieu of Cash |
57 | |||
Director Retirement Plans |
57 | |||
SHAREHOLDER PROPOSALS ON COMPENSATION |
57 | |||
Increase Disclosure of Executive Compensation |
57 | |||
Limit Executive Compensation |
57 | |||
Stock Ownership Requirements |
57 | |||
Prohibit/Require Shareholder Approval for Option Repricing |
58 | |||
Severance Agreements/Golden Parachutes |
58 | |||
Cash Balance Plans |
58 | |||
Performance-Based Equity Awards |
59 | |||
Pay for Superior Performance |
59 | |||
Link Compensation to Non-Financial Factors |
60 | |||
Advisory Vote on Executive Compensation (Say-on-Pay) Shareholder Proposals |
60 | |||
Termination of Employment Prior to Severance Payment and Eliminating Accelerated Vesting of Unvested Equity |
60 | |||
Tax Gross-up Proposals |
61 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 4 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Compensation Consultants - Disclosure of Board or Companys Utilization |
61 | |||
Golden Coffins/Executive Death Benefits |
61 | |||
Recoup Bonuses |
61 | |||
Adopt Anti-Hedging/Pledging/Speculative Investments Policy |
61 | |||
Bonus Banking |
61 | |||
Hold Equity Past Retirement or for a Significant Period of Time |
62 | |||
Non-Deductible Compensation |
62 | |||
Pre-Arranged Trading Plans (10b5-1 Plans) |
62 | |||
7. MERGERS AND CORPORATE RESTRUCTURINGS |
63 | |||
Mergers and Acquisitions |
63 | |||
Corporate Reorganization/Restructuring Plans (Bankruptcy) |
63 | |||
Special Purpose Acquisition Corporations (SPACs) |
64 | |||
Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions |
65 | |||
Spin-offs |
65 | |||
Asset Purchases |
65 | |||
Asset Sales |
65 | |||
Liquidations |
65 | |||
Joint Ventures |
66 | |||
Appraisal Rights |
66 | |||
Going Private/Dark Transactions (Leveraged buyouts and Minority Squeeze-outs) |
66 | |||
Private Placements/Warrants/Convertible Debentures |
66 | |||
Formation of Holding Company |
67 | |||
Value Maximization Shareholder Proposals |
67 | |||
8. SOCIAL AND ENVIRONMENTAL PROPOSALS |
68 | |||
DIVERSITY AND EQUALITY |
69 | |||
Add Women and Minorities to the Board |
69 | |||
Report on the Distribution of Stock Options by Gender and Race |
69 | |||
Prepare Report/Promote EEOC-Related Activities |
70 | |||
Report on Progress Towards Glass Ceiling Commission Recommendations |
70 | |||
Prohibit Discrimination on the Basis of Sexual Orientation or Gender Identity |
70 | |||
Report on/Eliminate Use of Racial Stereotypes in Advertising |
71 | |||
Gender Pay Gap |
71 | |||
LABOR AND HUMAN RIGHTS |
71 | |||
Codes of Conduct and Vendor Standards |
72 | |||
Adopt/Report on MacBride Principles |
73 | |||
Community Impact Assessment/Indigenous Peoples Rights |
73 | |||
Report on Risks of Outsourcing |
73 | |||
Report on the Impact of Health Pandemics on Company Operations |
74 | |||
Operations in High Risk Markets |
74 | |||
Reports on Operations in Burma/Myanmar |
75 | |||
Reports on Operations in China |
75 | |||
Product Sales to Repressive Regimes |
75 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 5 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Internet Privacy/Censorship and Data Security |
75 | |||
Disclosure on Plant Closings |
76 | |||
ENVIRONMENT |
77 | |||
Environmental/Sustainability Reports |
77 | |||
Climate Change/Greenhouse Gas Emissions |
77 | |||
Invest in Clean/Renewable Energy |
78 | |||
Energy Efficiency |
78 | |||
Operations in Environmentally Sensitive Areas |
79 | |||
Canadian Oil Sands |
79 | |||
Arctic National Wildlife Refuge |
79 | |||
Hydraulic Fracturing |
79 | |||
Phase Out Chlorine-Based Chemicals |
80 | |||
Land Procurement and Development |
80 | |||
Report on the Sustainability of Concentrated Area Feeding Operations (CAFO) |
80 | |||
Adopt a Comprehensive Recycling Policy |
80 | |||
Nuclear Energy |
81 | |||
Water Use |
81 | |||
Kyoto Protocol Compliance |
81 | |||
HEALTH AND SAFETY |
81 | |||
Toxic Materials |
81 | |||
Product Safety |
82 | |||
Workplace/Facility Safety |
82 | |||
Report on Handgun Safety Initiatives |
82 | |||
Phase-out or Label Products Containing Genetically Engineered Ingredients |
82 | |||
Tobacco-related Proposals |
83 | |||
Adopt Policy/Report on Drug Pricing |
83 | |||
GOVERNMENT AND MILITARY |
84 | |||
Prepare Report to Renounce Future Landmine Production |
84 | |||
Prepare Report on Foreign Military Sales |
84 | |||
Depleted Uranium/Nuclear Weapons |
85 | |||
Adopt Ethical Criteria for Weapons Contracts |
85 | |||
ANIMAL WELFARE |
85 | |||
Animal Rights/Testing |
85 | |||
POLITICAL AND CHARITABLE GIVING |
86 | |||
Lobbying Efforts |
86 | |||
Political Contributions/Non-Partisanship |
86 | |||
Charitable Contributions |
87 | |||
Disclosure on Prior Government Service |
87 | |||
CONSUMER LENDING AND ECONOMIC DEVELOPMENT |
87 | |||
Adopt Policy/Report on Predatory Lending Practices |
87 | |||
Disclosure on Credit in Developing Countries (LDCs) or Forgive LDC Debt |
87 | |||
Community Investing |
88 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 6 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
MISCELLANEOUS |
88 | |||
Adult Entertainment |
88 | |||
Abortion/Right to Life Issues |
88 | |||
Anti-Social Proposals |
89 | |||
Violence and Adult Themes in Video Games |
89 | |||
9. MUTUAL FUND PROXIES |
90 | |||
Election of Trustees and Directors |
90 | |||
Investment Advisory Agreement |
90 | |||
Changing a Fundamental Restriction to a Non-fundamental Restriction |
90 | |||
Change Fundamental Investment Objective to Non-fundamental |
90 | |||
Distribution Agreements |
90 | |||
Approving New Classes or Series of Shares |
91 | |||
Convert closed-end fund to open-end fund |
91 | |||
Proxy Contests |
91 | |||
Preferred Stock Proposals |
91 | |||
Mergers |
91 | |||
Business Development Companies |
92 | |||
Change in Funds Subclassification |
92 | |||
Changing the Domicile of a Fund |
92 | |||
Disposition of Assets/Termination/Liquidation |
92 | |||
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval |
92 | |||
Name Change Proposals |
92 | |||
1940 Act Policies |
92 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 7 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
INTRODUCTION
ISS Social Advisory Services division recognizes that socially responsible investors have dual objectives: financial and social. Socially responsible investors invest for economic gain, as do all investors, but they also require that the companies in which they invest conduct their business in a socially and environmentally responsible manner.
These dual objectives carry through to socially responsible investors proxy voting activity once the security selection process is completed. In voting their shares, socially responsible institutional shareholders are concerned not only with sustainable economic returns to shareholders and good corporate governance but also with the ethical behavior of corporations and the social and environmental impact of their actions.
Social Advisory Services has, therefore, developed proxy voting guidelines that are consistent with the dual objectives of socially responsible shareholders. On matters of social and environmental import, the guidelines seek to reflect a broad consensus of the socially responsible investing community. Generally, we take as our frame of reference policies that have been developed by groups such as the Interfaith Center on Corporate Responsibility, the General Board of Pension and Health Benefits of the United Methodist Church, Domini Social Investments, and other leading church shareholders and socially responsible mutual fund companies. Additionally, we incorporate the active ownership and investment philosophies of leading globally recognized initiatives such as the United Nations Environment Programme Finance Initiative (UNEP FI), the United Nations Principles for Responsible Investment (UNPRI), the United Nations Global Compact, and environmental and social European Union Directives.
On matters of corporate governance, executive compensation, and corporate structure, Social Advisory Services guidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance consistent with responsibilities to society as a whole.
The guidelines provide an overview of how Social Advisory Services recommends that its clients vote. We note that there may be cases in which the final vote recommendation on a particular company varies from the vote guideline due to the fact that we closely examine the merits of each proposal and consider relevant information and company-specific circumstances in arriving at our decisions. Where Social Advisory Services acts as voting agent for its clients, it follows each clients voting policy, which may differ in some cases from the policies outlined in this document. Social Advisory Services updates its guidelines on an annual basis to take into account emerging issues and trends on environmental, social, and corporate governance topics, in addition to evolving market standards, regulatory changes, and client feedback.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 8 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
1. BOARD OF DIRECTORS
A corporations board of directors sits at the apogee of the corporate governance system. Though they normally delegate responsibility for the management of the business to the senior executives they select and oversee, directors bear ultimate responsibility for the conduct of the corporations business. The role of directors in publicly held corporations has undergone considerable change in recent years. Once derided as rubber stamps for management, directors of public corporations today are expected to serve as effective guardians of shareholders interests.
Voting on directors and board-related issues is the most important use of the shareholder franchise, not simply a routine proxy item. Although uncontested director elections do not present alternative nominees from whom to choose, a high percentage of opposition votes is an expression of shareholder dissatisfaction and should be sufficient to elicit a meaningful response from management.
The role and responsibilities of directors has increasingly been the subject of much discussion and debate, given the current economic climate and the difficulties many companies now face in their respective markets. Influential organizations, including the American Law Institute, the American Bar Association, the National Association of Corporate Directors, and the Business Roundtable have issued reports and recommendations regarding the duties and accountability of corporate boards. Both mainstream and alternative media outlets have highlighted the numerous gaps within risk oversight of company boards and individual directors, and many institutional investors, in response, have capitalized on their rights as stakeholders to prompt changes. Corporations have taken notice, implementing many of the reforms championed by their shareholders.
Although differences of opinion remain, a fairly strong consensus has emerged on a number of key issues. It is widely agreed that the boards most important responsibility is to ensure that the corporation is managed in the shareholders best long-term economic interest. This will often require boards to consider the impact of their actions on other constituencies, including employees, customers, local communities, and the environment.
| The boards principal functions are widely agreed to consist of the following: |
| To select, evaluate, and if necessary replace management, including the chief executive officer; |
| To review and approve major strategies and financial objectives; |
| To advise management on significant issues; |
| To assure that effective controls are in place to safeguard corporate assets, manage risk, and comply with the law; and |
| To nominate directors and otherwise ensure that the board functions effectively. |
Boards are expected to have a majority of directors independent of management. The independent directors are expected to organize much of the boards work, even if the chief executive officer also serves as Chairman of the board. Key committees of the board are expected to be entirely independent of management. It is expected that boards will engage in critical self-evaluation of themselves and of individual members. Individual directors, in turn, are expected to devote significant amounts of time to their duties, to limit the number of directorships they accept, and to own a meaningful amount of stock in companies on whose boards they serve. Directors are ultimately responsible to the corporations shareholders. The most direct expression of this responsibility is the requirement that directors be elected to their positions by the shareholders. Shareholders are also asked to vote on a number of other matters regarding the role, structure, and composition of the board. Social Advisory Services classifies directors as either inside directors, affiliated directors, or independent directors.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 9 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Uncontested Election of Directors
|
Social Advisory Services Recommendation: Vote on director nominees on a case-by-case basis. |
Four broad principles apply when determining votes on director nominees:
1. | Board Accountability: Accountability refers to the promotion of transparency into a companys governance practices and annual board elections and the provision to shareholders the ability to remove problematic directors and to vote on takeover defenses or other charter/bylaw amendments. These practices help reduce the opportunity for management entrenchment. |
2. | Board Responsiveness: Directors should be responsive to shareholders, particularly in regard to shareholder proposals that receive a majority vote or management proposals that receive significant opposition and to tender offers where a majority of shares are tendered. Furthermore, shareholders should expect directors to devote sufficient time and resources to oversight of the company. |
3. | Director Independence: Without independence from management, the board may be unwilling or unable to effectively set company strategy and scrutinize performance or executive compensation. |
4. | Director Diversity/Competence: Companies should seek a diverse board of directors who can add value to the board through their specific skills or expertise and who can devote sufficient time and commitment to serve effectively. Boards should be of a size appropriate to accommodate diversity, expertise, and independence, while ensuring active and collaborative participation by all members. Boards should be sufficiently diverse to ensure consideration of a wide range of perspectives. |
Board Accountability
Vote against 1 or withhold from the entire board of directors (except new nominees 2 , who should be considered case-by-case) for the following:
Problematic Takeover Defenses
Classified Board Structure: The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant an against/withhold recommendation is not up for election. All appropriate nominees (except new) may be held accountable.
Removal of Shareholder Discretion on Classified Boards: The company has opted into, or failed to opt out of, state laws requiring a classified board structure.
Director Performance Evaluation: The board lacks mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one- and three-year total shareholder returns in the bottom half of a companys four-digit GICS industry group (Russell 3000 companies only). Take into consideration the companys five-year total shareholder return and five-year operational metrics.
1 In general, companies with a plurality vote standard use Withhold as the contrary vote option in director elections; companies with a majority vote standard use Against. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.
2 A new nominee is any current nominee who has not already been elected by shareholders and who joined the board after the problematic action in question transpired. If Social Advisory Services cannot determine whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a new nominee if he or she joined the board within the 12 months prior to the upcoming shareholder meeting.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 10 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Problematic provisions include but are not limited to a classified board structure, supermajority vote requirements, a majority vote standard for director elections with no carve out for contested elections, inability for shareholders to call special meetings or act by written consent, a multi-class capital structure, and/or a non-shareholder approved poison pill.
Poison Pills: Vote against/withhold from all nominees if:
| The company has a poison pill that was not approved by shareholders 3 . However, vote case-by-case on nominees if the board adopts an initial pill with a term of one year or less, depending on the disclosed rationale for the adoption, and other factors as relevant (such as a commitment to put any renewal to a shareholder vote). |
| The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval. |
Problematic Audit-Related Practices
Vote against/withhold from the members of the Audit Committee if:
| The non-audit fees paid to the auditor are excessive (see discussion under Auditor Ratification); |
| The company receives an adverse opinion on the companys financial statements from its auditor; or |
| There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm. |
Vote case-by-case on members of the Audit Committee and potentially the full board if:
| Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the companys efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted. |
Problematic Compensation Practices
In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item, or, in egregious situations, vote against/withhold from members of the Compensation Committee and potentially the full board if:
| There is a significant misalignment between CEO pay and company performance ( pay-for-performance ); |
| The company maintains significant problematic pay practices including options backdating, excessive perks and overly generous employment contracts etc.; |
| The board exhibits a significant level of poor communication and responsiveness to shareholders; |
| The company reprices underwater options for stock, cash, or other consideration without prior shareholder approval, even if allowed in the firms equity plan; |
| The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the companys declared frequency of say on pay; or |
| The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions. |
3 Public shareholders only, approval prior to a companys becoming public is insufficient.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 11 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e. two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors.
Problematic Pledging of Company Stock
Vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company stock by executives or directors raises concerns. The following factors will be considered:
| The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity; |
| The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume; |
| Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time; |
| Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and |
| Any other relevant factors. |
Environmental, Social and Governance (ESG) Failures
Vote against/withhold from directors individually, committee members, or potentially the entire board, due to:
| Material failures of governance, stewardship, risk oversight 4 , or fiduciary responsibilities at the company, including failure to adequately guard against or manage ESG risks; |
| Failure to replace management as appropriate; or |
| Egregious actions related to the director(s) service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
Unilateral Bylaw/Charter Amendments and Problematic Capital Structures
Generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if the board amends the companys bylaws or charter without shareholder approval in a manner that materially diminishes shareholders rights or that could adversely impact shareholders. Considering the following factors:
| The boards rationale for adopting the bylaw/charter amendment without shareholder ratification; |
| Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
| The level of impairment of shareholders rights caused by the boards unilateral amendment to the bylaws/charter; |
| The boards track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
| The companys ownership structure; |
| The companys existing governance provisions; |
| The timing of the boards amendment to the bylaws/charter in connection with a significant business development; and |
4 Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant environmental incidents including spills and pollution; large scale or repeat workplace fatalities or injuries; significant adverse legal judgments or settlements; or hedging of company stock.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 12 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote case-by-case on director nominees. Generally vote against (except new nominees, who should be considered case-by-case) if the directors:
| Classified the board; |
| Adopted supermajority vote requirements to amend the bylaws or charter; or |
| Eliminated shareholders ability to amend bylaws. |
Problematic Governance Structure Newly public companies
For newly public companies, generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the companys public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, or implemented a multi-class capital structure in which the classes have unequal voting rights considering the following factors:
| The level of impairment of shareholders rights caused by the provision; |
| The disclosed rationale; |
| The ability to change the governance structure (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
| The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; |
| Any reasonable sunset provision; and |
| Other relevant factors. |
Unless the adverse provision and/or problematic capital structure is reversed or removed, vote case-by-case on director nominees in subsequent years.
Restrictions on Shareholders Rights
Restricting Binding Shareholder Proposals : Generally vote against or withhold from members of the governance committee if:
| The companys governing documents impose undue restrictions on shareholders ability to amend the bylaws. Such restrictions include, but are not limited to: outright prohibition on the submission of binding shareholder proposals, or share ownership requirements or time holding requirement in excess of SEC Rule 14a-8. Vote against on an ongoing basis. |
Board Responsiveness
Vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:
| The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
| Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
| Rationale provided in the proxy statement for the level of implementation; |
| The subject matter of the proposal; |
| The level of support for and opposition to the resolution in past meetings; |
| Actions taken by the board in response to the majority vote and its engagement with shareholders; |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 13 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and |
| Other factors as appropriate. |
| The board failed to act on takeover offers where the majority of shares are tendered; |
| At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote. |
Vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Say on Pay proposal if:
| The companys previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are: |
| The companys response, including: |
| Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support (including the timing and frequency of engagements and whether independent directors participated); |
| Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
| Disclosure of specific and meaningful actions taken to address shareholders concerns; |
| Other recent compensation actions taken by the company; |
| Whether the issues raised are recurring or isolated; |
| The companys ownership structure; and |
| Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
| The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast. |
Director Independence
Vote against/withhold from the entire board if the full board is less than majority independent.
Vote against/withhold from non-independent directors (Executive Directors and Non-Independent Non-Executive Directors per the Categorization of Directors ) when:
| The non-independent director serves on the audit, compensation, or nominating committee; |
| The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or |
| The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee. |
Director Diversity/Competence
Board Diversity
Vote against /withhold from individual directors (except new nominees) who:
| Serve as members of the nominating committee and the board lacks at least one woman and one racially diverse director, and the board is not at least 30 percent diverse. If the company does not have a formal nominating committee, vote against/withhold votes from the entire board of directors. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 14 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Competence
Attendance at Board and Committee Meetings
| Generally vote against or withhold from directors (except new nominees, 5 ) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following: |
| Medical issues/illness; |
| Family emergencies; and |
| If the directors total service was three meetings or fewer and the director missed only one meeting. |
| If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, vote against or withhold from the director(s) in question. |
Overboarded Directors
Vote against or withhold from individual directors who:
| Sit on more than five public company boards; or |
| Are CEOs of public companies who sit on the boards of more than two public companies besides their own withhold only at their outside boards 6 . |
5 New nominees who served for only part of the fiscal year are generally exempted from the attendance policy.
6 Although all of a CEOs subsidiary boards will be counted as separate boards, Social Advisory Services will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 15 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
2018 Categorization of Directors
1. Executive Director 1.1. Current employee or current officer i of the company or one of its affiliates ii . 2. Non-Independent Non-Executive Director |
||
Board Identification 2.1. Director identified as not independent by board. |
||
Controlling/Significant Shareholder 2.2. Beneficial owner of more than 50 percent of the companys voting power (this may be aggregated if voting power is distributed among more than one member of a group). |
||
Former CEO/Interim Officer 2.3. Former CEO of the company iii,iv . 2.4. Former CEO of an acquired company within the past five years iv . 2.5. Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months an assessment of the interim officers employment agreement will be made v . |
||
Non-CEO Executives 2.6. Former officer i of the company, an affiliate ii or an acquired firm within the past five years. 2.7. Officer i of a former parent or predecessor firm at the time the company was sold or split off from the parent/predecessor within the past five years. 2.8. Officer i , former officer, or general or limited partner of a joint venture or partnership with the company. Family Members 2.9. Immediate family member vi of a current or former officer i of the company or its affiliates ii within the last five years. 2.10. Immediate family member vi of a current employee of company or its affiliates ii where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role). |
||
Transactional, Professional, Financial, and Charitable Relationships 2.11. Currently provides (or an immediate family member vi provides) professional services vii to the company, to an affiliate ii of the company or an individual officer of the company or one of its affiliates in excess of $10,000 per year. 2.12. Is (or an immediate family member vi is) a partner in, or a controlling shareholder or an employee of, an organization which provides professional services vii to the company, to an affiliate ii of the company, or an individual officer of the company or one of its affiliates in excess of $10,000 per year. 2.13. Has (or an immediate family member vi has) any material transactional relationship viii with the company or its affiliates ii (excluding investments in the company through a private placement). 2.14. Is (or an immediate family member vi is) a partner in, or a controlling shareholder or an executive officer of, an organization which has any material transactional relationship viii with the company or its affiliates ii (excluding investments in the company through a private placement). 2.15. Is (or an immediate family member vi is) a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments viii from the company or its affiliates ii . Other Relationships 2.16. Party to a voting agreement ix to vote in line with management on proposals being brought to shareholder vote. 2.17. Has (or an immediate family member vi has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee x . 2.18. Founder xi of the company but not currently an employee. 2.19. Any material xii relationship with the company.
3. Independent Director
3.1. No material xii connection to the company other than a board seat. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 16 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Footnotes: i The definition of officer will generally follow that of a Section 16 officer (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g. corporate secretary) will be classified as an Affiliated Outsider under 2.18: Any material relationship with the company. However, if the company provides explicit disclosure that the director is not receiving additional compensation in excess of $10,000 per year for serving in that capacity, then the director will be classified as an Independent Outsider.
ii Affiliate includes a subsidiary, sibling company, or parent company. Social Advisory Services uses 50 percent control ownership by the parent company as the standard for applying its affiliate designation.
iii Includes any former CEO of the company prior to the companys initial public offering (IPO).
iv When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, Social Advisory Services will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such directors independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions.
v Social Advisory Services will look at the terms of the interim officers employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. Social Advisory Services will also consider if a formal search process was under way for a full-time officer at the time.
vi Immediate family member follows the SECs definition of such and covers spouses, parents, children, step-parents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.
vii Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include, but are not limited to the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; legal services; property management services; realtor services; lobbying services; executive search services; and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services; IT tech support services; educational services; and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. Of Counsel relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory.
viii A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity exceeding the greater of $200,000 or 5 percent of the recipients gross revenues, in the case of a company which follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipients gross revenues, in the case of a company which follows NYSE listing standards. In the case of a company which follows neither of the preceding standards, Social Advisory Services will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction). |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 17 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
ix Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as independent outsiders if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.
x Interlocks include: executive officers serving as directors on each others compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each others boards and at least one serves on the others compensation or similar committees (or, in the absence of such a committee, on the board).
xi The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, Social Advisory Services may deem him or her an independent outsider.
xii For purposes of Social Advisory Services director independence classification, material will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders.
|
Board-Related Management Proposals
Classification/Declassification of the Board
Under a classified board structure only one class of directors would stand for election each year, and the directors in each class would generally serve three-year terms. Although staggered boards can provide continuity for companies at the board level, there are also a number of downsides to the structure. First, a classified board can also be used to entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. In addition, when a board is classified, it is difficult to remove individual members for either poor attendance or poor performance; shareholders would only have the chance to vote on a given director every third year when he or she comes up for election. The classified board structure can also limit shareholders ability to withhold votes from inside directors that sit on key board committee, or to withhold votes from an entire board slate to protest the lack of board diversity. According to ISS 2012 Board Practices study, the number of S&P 500 companies with classified boards has continued to fall. In 2015, only 17 percent of S&P 500 companies maintained staggered boards, compared to 25 percent in 2014, 30 percent in 2013, and 39 percent in 2010. While we recognize that there are some advantages to classified boards, based on the latest studies on classified boards, the fact that classified boards can make it more difficult for shareholders to remove individual directors, and the fact that classified boards can be used as an antitakeover device, Social Advisory Services recommends against the adoption of classified boards.
|
Social Advisory Services Recommendation: |
| Vote for proposals to repeal classified boards and to elect all directors annually. |
| Vote against proposals to classify (stagger) the board of directors. |
Majority Vote Threshold for Director Elections
|
Social Advisory Services Recommendation: Generally vote for management proposals to adopt a majority of votes cast standard for directors in uncontested elections. |
Vote against if no carve-out for plurality in contested elections is included.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 18 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Cumulative Voting
Most corporations provide that shareholders are entitled to cast one vote for each share owned. Under a cumulative voting scheme the shareholder is permitted to have one vote per share for each director to be elected. Shareholders are permitted to apportion those votes in any manner they wish among the director candidates. Shareholders have the opportunity to elect a minority representative to a board through cumulative voting, thereby ensuring representation for all sizes of shareholders. For example, if there is a company with a ten-member board and 500 shares outstandingthe total number of votes that may be cast is 5,000. In this case a shareholder with 51 shares (10.2 percent of the outstanding shares) would be guaranteed one board seat because all votes may be cast for one candidate.
|
Social Advisory Services Recommendation: Generally vote against management proposals to eliminate cumulative voting, and for shareholder proposals to restore or provide for cumulative voting unless: |
| The company has proxy access 7 , thereby allowing shareholders to nominate directors to the companys ballot; and |
| The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections. |
Vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).
Director and Officer Liability Protection
Management proposals typically seek shareholder approval to adopt an amendment to the companys charter to eliminate or limit the personal liability of directors to the company and its shareholders for monetary damages for any breach of fiduciary duty to the fullest extent permitted by state law. In contrast, shareholder proposals seek to provide for personal monetary liability for fiduciary breaches arising from gross negligence. While Social Advisory Services recognizes that a company may have a more difficult time attracting and retaining directors if they are subject to personal monetary liability, Social Advisory Services believes the great responsibility and authority of directors justifies holding them accountable for their actions. Each proposal addressing director liability will be evaluated on a case-by-case basis consistent with this philosophy using Delaware law as the standard. Social Advisory Services may support these proposals when the company persuasively argues that such action is necessary to attract and retain directors, but may oppose management proposals and support shareholder proposals in light of promoting director accountability.
|
Social Advisory Services Recommendation: Vote against proposals to limit or eliminate entirely director and officer liability for monetary damages for: (i) a breach of the duty of care; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law; (iii) acts involving the unlawful purchases or redemptions of stock; (iv) the payment of unlawful dividends; or (v) the receipt of improper personal benefits. |
Director and Officer Indemnification
Indemnification is the payment by a company of the expenses of directors who become involved in litigation as a result of their service to a company. Proposals to indemnify a companys directors differ from those to eliminate or reduce their liability because with indemnification, directors may still be liable for an act or omission, but the company will bear the expense. Social Advisory Services may support these proposals when the company persuasively argues that such action is necessary to attract and retain directors, but will generally oppose indemnification when it is being proposed to insulate directors from actions they have already taken.
7 A proxy access right that meets the recommended guidelines .
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 19 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
|
Social Advisory Services Recommendation: |
| Vote against indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness. |
| Vote against proposals that would expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for at the discretion of the companys board (i.e., permissive indemnification) but that previously the company was not required to indemnify. |
| Vote for only those proposals that provide such expanded coverage in cases when a directors or officers legal defense was unsuccessful if: (i) the director was found to have acted in good faith and in a manner that the director reasonably believed was in the best interests of the company; and (ii) only if the directors legal expenses would be covered. |
Shareholder Ability to Remove Directors/Fill Vacancies
Shareholder ability to remove directors, with or without cause, is either prescribed by a states business corporation law, an individual companys articles of incorporation, or its bylaws. Many companies have sought shareholder approval for charter or bylaw amendments that would prohibit the removal of directors except for cause, thus ensuring that directors would retain their directorship for their full-term unless found guilty of self-dealing. By requiring cause to be demonstrated through due process, management insulates the directors from removal even if a director has been performing poorly, not attending meetings, or not acting in the best interests of shareholders.
|
Social Advisory Services Recommendation: |
| Vote against proposals that provide that directors may be removed only for cause. |
| Vote for proposals to restore shareholder ability to remove directors with or without cause. |
| Vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies. |
| Vote for proposals that permit shareholders to elect directors to fill board vacancies. |
Board Size
Proposals which would allow management to increase or decrease the size of the board at its own discretion are often used by companies as a takeover defense. Social Advisory Services supports management proposals to fix the size of the board at a specific number, thus preventing management, when facing a proxy contest, from increasing the board size without shareholder approval. By increasing the size of the board, management can make it more difficult for dissidents to gain control of the board. Fixing the size of the board also prevents a reduction in the size of the board as a strategy to oust independent directors. Fixing board size also prevents management from increasing the number of directors in order to dilute the effects of cumulative voting.
|
Social Advisory Services Recommendation: |
| Vote for proposals that seek to fix the size of the board. |
| Vote case-by-case on proposals that seek to change the size or range of the board. |
| Vote against proposals that give management the ability to alter the size of the board outside of a specific range without shareholder approval. |
Establish/Amend Nominee Qualifications
|
Social Advisory Services Recommendation: Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 20 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Term Limits
|
Social Advisory Services Recommendation: Vote against management proposals to limit the tenure of outside directors through term limits. However, scrutinize boards where the average tenure of all directors exceeds 15 years for independence from management and for sufficient turnover to ensure that new perspectives are being added to the board. |
Age Limits
|
Social Advisory Services Recommendation: Vote against management proposal to limit the tenure of outside directors through mandatory retirement ages. |
Board-Related Shareholder Proposals/Initiatives
Proxy Contests/Proxy Access- Voting for Director Nominees in Contested Elections
Contested elections of directors frequently occur when a board candidate or slate runs for the purpose of seeking a significant change in corporate policy or control. Competing slates will be evaluated based upon the personal qualifications of the candidates, the economic impact of the policies that they advance, and their expressed and demonstrated commitment to the interests of all shareholders.
|
Social Advisory Services Recommendation: Votes in a contested election of directors are evaluated on a case-by-case basis, considering the following factors: |
| Long-term financial performance of the target company relative to its industry; |
| Managements track record; |
| Background to the proxy contest; |
| Qualifications of director nominees (both slates); |
| Strategic plan of dissident slate and quality of critique against management; |
| Likelihood that the proposed goals and objectives can be achieved (both slates); |
| Stock ownership positions; and |
| Impact on stakeholders, such as job loss, community lending, equal opportunity, impact on environment. |
In the case of candidates nominated pursuant to proxy access, vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
Annual Election (Declassification) of the Board
|
Social Advisory Services Recommendation: Vote for shareholder proposals to repeal classified (staggered) boards and to elect all directors annually. |
Vote against proposals to classify the board.
Majority Threshold Voting Shareholder Proposals
A majority vote standard requires that for directors to be elected (or re-elected) to serve on the companys board they must receive support from holders of a majority of shares voted. Shareholders have expressed strong support for shareholder proposals on majority threshold voting. Social Advisory Services believes shareholders should have a greater voice in the election of directors and believes majority threshold voting represents a viable alternative to the plurality system in the U.S. Companies are strongly encouraged to also adopt a post-election policy (also known as a
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 21 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.
|
Social Advisory Services Recommendation: Vote for precatory and binding resolutions requesting that the board change the companys bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats. |
Majority of Independent Directors
Social Advisory Services believes that a board independent from management is of vital importance to a company and its shareholders. Accordingly, Social Advisory Services will cast votes in a manner that shall encourage the independence of boards.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by Social Advisory Services definition of independence. |
| Vote for shareholder proposals to strengthen the definition of independence for board directors. |
Establishment of Independent Committees
Most corporate governance experts agree that the key board committees (audit, compensation, and nominating/corporate governance) of a corporation should include only independent directors. The independence of key committees has been encouraged by regulation. Social Advisory Services believes that initiatives to increase the independent representation of these committees or to require that these committees be independent should be supported.
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors. |
Independent Board Chair
One of the principle functions of the board is to monitor and evaluate the performance of the CEO. The chairpersons duty to oversee management is obviously compromised when he or she is required to monitor himself or herself. Generally Social Advisory Services recommends a vote for shareholder proposals that would require that the position of board chair be held by an individual with no materials ties to the company other than their board seat.
|
Social Advisory Services Recommendation: Vote for shareholder proposals that would require the board chair to be independent of management. |
Establishment of Board Committees
|
Social Advisory Services Recommendation: Generally vote for shareholder proposals to establish a new board committee to address broad corporate policy topics or to provide a forum for ongoing dialogue on issues such as the environment, human or labor rights, shareholder relations, occupational health and safety etc. when the formation of such committees appears to be a potentially effective method of protecting or enhancing shareholder value. In evaluating such proposals, the following factors will be considered: |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 22 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought; |
| Level of disclosure regarding the issue for which board oversight is sought; |
| Company performance related to the issue for which board oversight is sought; |
| Board committee structure compared to that of other companies in its industry sector; and |
| The scope and structure of the proposal. |
Establish/Amend Nominee Qualifications
|
Social Advisory Services Recommendation: Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and to what degree they may preclude dissident nominees from joining the board. |
Vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and to what degree they may preclude dissident nominees from joining the board.
Vote case-by-case on shareholder resolutions seeking a director nominee candidate who possesses a particular subject matter expertise, considering:
| The companys board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers; |
| The companys existing board and management oversight mechanisms regarding the issue for which board oversight is sought; |
| The companys disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and |
| The scope and structure of the proposal. |
Board Policy on Shareholder Engagement
|
Social Advisory Services Recommendation: Vote for shareholders proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate: |
| Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board; |
| Effectively disclosed information with respect to this structure to its shareholders; |
| The company has not ignored majority-supported shareholder proposals or a majority withhold vote on a director nominee; and |
| The company has an independent chairman or a lead director (according to Social Advisory Services definition). |
This individual must be made available for periodic consultation and direct communication with major shareholders. |
Proxy Access
Social Advisory Services supports proxy access as an important shareholder right, one that is complementary to other best-practice corporate governance features. However, in the absence of a uniform standard, proposals to enact proxy access may vary widely; as such, a case-by-case approach will be undertaken in evaluating these proposals.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 23 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
|
Social Advisory Services Recommendation: Generally vote for management and shareholder proposals for proxy access with the following provisions: |
| Ownership threshold: maximum requirement not more than three percent (3%) of the voting power; |
| Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group; |
| Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; |
| Cap: cap on nominees of generally twenty-five percent (25%) of the board. |
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote against proposals that are more restrictive than these guidelines.
Term Limits
Supporters of term limits argue that this requirement would bring new ideas and approaches to a board. However, we prefer to look at directors and their contributions to the board individually rather than impose a strict rule.
|
Social Advisory Services Recommendation: Vote against shareholder proposals to limit the tenure of outside directors. However, scrutinize boards where the average tenure of all directors exceeds 15 years for independence from management and for sufficient turnover to ensure that new perspectives are being added to the board. |
Age Limits
|
Social Advisory Services Recommendation: Vote against shareholder proposals to limit the tenure of outside directors through mandatory retirement ages. |
CEO Succession Planning
|
Social Advisory Services Recommendation: Generally vote for proposals seeking disclosure on a CEO succession planning policy, considering at a minimum, the following factors: |
| The reasonableness/scope of the request; and |
| The companys existing disclosure on its current CEO succession planning process. |
Vote No Campaigns
|
Social Advisory Services Recommendation: In cases where companies are targeted in connection with public vote no campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 24 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
2. RATIFICATION OF AUDITORS
Annual election of the outside accountants is best practice standard. While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, we believe that outside accountants must ultimately be accountable to shareholders. A Blue Ribbon Commission report concluded that audit committees must improve their current level of oversight of independent accountants. Given the rash of accounting misdeeds that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. Shareholders should have the right to weigh in on the choice of the audit firm, and all companies should put ratification on the ballot of their annual meeting. Special consideration will be given when non-audit fees exceed audit fees, as high non-audit fees can compromise the independence of the auditor. Social Advisory Services will also monitor both auditor tenure and whether auditor ratification has been pulled from the ballot.
|
Social Advisory Services Recommendation: Vote for proposals to ratify auditors, unless any of the following apply: |
| The non-audit fees paid represent 25 percent or more of the total fees paid to the auditor; |
| An auditor has a financial interest in or association with the company, and is therefore not independent; |
| There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the companys financial position; or |
| Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. |
Auditor-Related Shareholder Proposals
Ratify Auditors/Ensure Auditor Independence
These shareholder proposals request that the board allow shareholders to ratify the companys auditor at each annual meeting. Annual ratification of the outside accountants is standard practice. While it is recognized that the company is in the best position to evaluate the competence of the outside accountants, we believe that outside accountants must ultimately be accountable to shareholders.
Given the rash of accounting irregularities that were not detected by audit panels or auditors, shareholder ratification is an essential step in restoring investor confidence. Social Advisory Services believes that shareholders should have the ability to ratify the auditor on an annual basis.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to allow shareholders to vote on auditor ratification. |
| Vote for proposals that ask a company to adopt a policy on auditor independence. |
| Vote for proposals that seek to limit the non-audit services provided by the companys auditor. |
Auditor Rotation
To minimize any conflict of interest that may rise between the company and its auditor, Social Advisory Services supports the rotation of auditors. Currently, SEC rules provide that partners should be rotated every five years. However, Social Advisory Services also believes that the long tenure of audit firms at U.S. companies can be problematic.
|
Social Advisory Services Recommendation: Vote for shareholder proposals to rotate companys auditor every five years or more. Social Advisory Services believes that proposing a rotation period less than five years is unreasonably restrictive and may negatively affect audit quality and service while increasing expense. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 25 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
3. TAKEOVER DEFENSES / SHAREHOLDER RIGHTS
Corporate takeover attempts come in various guises. Usually, a would-be acquirer makes a direct offer to the board of directors of a targeted corporation. The bidder may offer to purchase the company for cash and/or stock. If the board approves the offer, a friendly transaction is completed and presented to shareholders for approval. If, however, the board of directors rejects the bid, the acquirer can make a tender offer for the shares directly to the targeted corporations shareholders. Such offers are referred to as hostile tender bids.
Not wishing to wait until they are subjects of hostile takeover attempts, many corporations have adopted antitakeover measures designed to deter unfriendly bids or buy time. The most common defenses are the shareholders rights protection plan, also known as the poison pill, and charter amendments that create barriers to acceptance of hostile bids. In the U.S., poison pills do not require shareholder approval. However, shareholders must approve charter amendments, such as classified boards or supermajority vote requirements. In brief, the very existence of defensive measures can foreclose the possibility of tenders and hence, opportunities to premium prices for shareholders.
Anti-takeover statutes generally increase managements potential for insulating itself and warding off hostile takeovers that may be beneficial to shareholders. While it may be true that some boards use such devices to obtain higher bids and to enhance shareholder value, it is more likely that such provisions are used to entrench management. The majority of historical evidence on individual corporate anti-takeover measures indicates that heavily insulated companies generally realize lower returns than those having managements that are more accountable to shareholders and the market. The evidence also suggests that when states adopt their own anti-takeover devices, or endorse those employed by firms, shareholder returns are harmed. Moreover, the body of evidence appears to indicate that companies in states with the strongest anti-takeover laws experience lower returns than they would absent such statutes.
Takeover Defenses and Shareholder Rights-Related Management Proposals
Poison Pills (Shareholder Rights Plans)
Poison pills are corporate-sponsored financial devices that, when triggered by potential acquirers, do one or more of the following: 1) dilute the acquirers equity holdings in the target company; 2) dilute the acquirers voting interests in the target company; or 3) dilute the acquirers equity holdings in the post-merger company. Poison pills generally allow shareholders to purchase shares from, or sell shares back to, the target company (flip-in pill) and/or the potential acquirer (flip-out pill) at a price far out of line with fair market value. Depending on the type of pill, the triggering event can either transfer wealth from the target company or dilute the equity holdings of current shareholders. Poison pills insulate management from the threat of a change in control and provide the target board with veto power over takeover bids. Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans.
|
Social Advisory Services Recommendation: Vote case-by-case on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes: |
| No lower than a 20 percent trigger, flip-in or flip-over provision; |
| A term of no more than three years; |
| No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill; |
Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.In addition, the rationale for adopting the pill should be thoroughly explained by the company. In
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 26 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
examining the request for the pill, take into consideration the companys existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.
Net Operating Loss (NOL) Poison Pills/Protective Amendments
The financial crisis has prompted widespread losses in certain industries. This has resulted in previously profitable companies considering the adoption of a poison pill and/or NOL protective amendment to protect their NOL tax assets, which may be lost upon an acquisition of 5 percent of a companys shares.
When evaluating management proposals seeking to adopt NOL pills or protective amendments, the purpose behind the proposal, its terms, and the companys existing governance structure should be taken into account to assess whether the structure actively promotes board entrenchment or adequately protects shareholder rights. While Social Advisory Services acknowledges the high estimated tax value of NOLs, which benefit shareholders, the ownership acquisition limitations contained in an NOL pill/protective amendment coupled with a companys problematic governance structure could serve as an antitakeover device.
Given the fact that shareholders will want to ensure that such an amendment does not remain in effect permanently, Social Advisory Services will also closely review whether the pill/amendment contains a sunset provision or a commitment to cause the expiration of the NOL pill/protective amendment upon exhaustion or expiration of the NOLs.
|
Social Advisory Services Recommendation: Vote against proposals to adopt a poison pill for the stated purpose of protecting a companys net operating losses (NOLs) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL. |
Vote case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:
| The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5%); |
| The value of the NOLs; |
| Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
| The companys existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and |
| Any other factors that may be applicable. |
Vote against proposals to adopt a protective amendment for the stated purpose of protecting a companys net operating losses (NOLs) if the effective term of the protective amendment would exceed the shorter of three years and the exhaustion of the NOL.
Vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:
| The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing five-percent holder); |
| The value of the NOLs; |
| Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL); |
| The companys existing governance structure including; board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; |
| Any other factors that may be applicable. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 27 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Supermajority Shareholder Vote Requirements
Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change at a company.
|
Social Advisory Services Recommendation: |
| Vote for proposals to reduce supermajority shareholder vote requirements for charter amendments, mergers and other significant business combinations. For companies with shareholder(s) who own a significant amount of company stock, vote case-by-case, taking into account: a) ownership structure; b) quorum requirements; and c) supermajority vote requirements. |
| Vote against proposals to require a supermajority shareholder vote for charter amendments, mergers and other significant business combinations. |
Shareholder Ability to Call a Special Meeting
Most state corporation statutes allow shareholders to call a special meeting when they want to take action on certain matters that arise between regularly scheduled annual meetings. Sometimes this right applies only if a shareholder or a group of shareholders own a specified percentage of shares, with 10 percent being the most common. Shareholders may lose the ability to remove directors, initiate a shareholder resolution, or respond to a beneficial offer without having to wait for the next scheduled meeting if they are unable to act at a special meeting of their own calling.
|
Social Advisory Services Recommendation: |
| Vote for proposals that provide shareholders with the ability to call special meetings taking into account: a) shareholders current right to call special meetings; b) minimum ownership threshold necessary to call special meetings (10% preferred); c) the inclusion of exclusionary or prohibitive language; d) investor ownership structure; and e) shareholder support of and managements response to previous shareholder proposals. |
| Vote against proposals to restrict or prohibit shareholders ability to call special meetings. |
Shareholder Ability to Act by Written Consent
Consent solicitations allow shareholders to vote on and respond to shareholder and management proposals by mail without having to act at a physical meeting. A consent card is sent by mail for shareholder approval and only requires a signature for action. Some corporate bylaws require supermajority votes for consents while at others, standard annual meeting rules apply. Shareholders may lose the ability to remove directors, initiate a shareholder resolution, or respond to a beneficial offer without having to wait for the next scheduled meeting if they are unable to act at a special meeting of their own calling.
|
Social Advisory Service Recommendation: |
| Generally vote against proposals to restrict or prohibit shareholders ability to take action by written consent. |
| Vote for proposals to allow or facilitate shareholder action by written consent, taking into consideration: a) shareholders current right to act by written consent; b) consent threshold; c) the inclusion of exclusionary or prohibitive language; d) Investor ownership structure; and e) shareholder support of and managements response to previous shareholder proposals. |
| Vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions; a) an unfettered 8 right for shareholders to call special meetings |
8 Unfettered means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 28 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
at a 10 percent threshold; b) a majority vote standard in uncontested director elections; c) no non-shareholder-approved pill, and; d) an annually elected board. |
Advance Notice Requirements for Shareholder Proposals/Nominations
In 2008, the Delaware courts handed down two decisions, which, read together, indicate a judicial move toward a narrower interpretation of companies advance notice bylaws. These recent court decisions have encouraged companies to take a closer look at their bylaw provisions to ensure that broad language does not provide loopholes for activist investors. Specifically, companies are including language designed to provide more detailed advance notice provisions and to ensure full disclosure of economic and voting interests in a shareholders notice of proposals, including derivatives and hedged positions.
|
Social Advisory Services Recommendation: Vote case-by-case basis on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory and shareholder review. |
To be reasonable, the companys deadline for shareholder notice of a proposal/ nominations must not be more than 60 days prior to the meeting, with a submittal window of at least 30 days prior to the deadline. The submittal window is the period under which a shareholder must file his proposal/nominations prior to the deadline. In general, support additional efforts by companies to ensure full disclosure in regard to a proponents economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.
Fair Price Provisions
Fair price provisions were originally designed to specifically defend against the most coercive of takeover devises, the two-tiered, front-end loaded tender offer. In such a hostile takeover, the bidder offers cash for enough shares to gain control of the target. At the same time the acquirer states that once control has been obtained, the targets remaining shares will be purchased with cash, cash and securities or only securities. Since the payment offered for the remaining stock is, by design less valuable than the original offer for the controlling shares, shareholders are forced to sell out early to maximize their value. Standard fair price provisions require that, absent board or shareholder approval of the acquisition, the bidder must pay the remaining shareholders the same price for their shares that brought control.
|
Social Advisory Services Recommendation: |
| Vote case-by-case on proposals to adopt fair price provisions evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price. |
| Generally, vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares. |
Greenmail
Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of shares, the practice discriminates against most shareholders. This transferred cash, absent the greenmail payment, could be put to much better use for reinvestment in the company, payment of dividends, or to fund a public share repurchase program.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 29 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
|
Social Advisory Services Recommendation: |
| Vote for proposals to adopt antigreenmail charter or bylaw amendments or otherwise restrict a companys ability to make greenmail payments. |
| Review on a case-by-case basis antigreenmail proposals when they are bundled with other charter or bylaw amendments. |
Confidential Voting
Confidential voting, or voting by secret ballot, is one of the key structural issues in the proxy system. It ensures that all votes are based on the merits of proposals and cast in the best interests of fiduciary clients and pension plan beneficiaries. In a confidential voting system, only vote tabulators and inspectors of election may examine individual proxies and ballots; management and shareholders are given only vote totals. In an open voting system, management can determine who has voted against its nominees or proposals and then re-solicit those votes before the final vote count. As a result, shareholders can be pressured to vote with management at companies with which they maintain, or would like to establish, a business relationship. Confidential voting also protects employee shareholders from retaliation. Shares held by employee stock ownership plans, for example, are important votes that are typically voted by employees.
|
Social Advisory Services Recommendation: Vote for management proposals to adopt confidential voting. |
Control Share Acquisition Provisions
Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.
|
Social Advisory Services Recommendation: |
| Vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders. |
| Vote against proposals to amend the charter to include control share acquisition provisions. |
| Vote for proposals to restore voting rights to the control shares. |
Control Share Cash-Out Provisions
Control share cash-out statutes give dissident shareholders the right to cash-out of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.
|
Social Advisory Services Recommendation: Vote for proposals to opt out of control share cash-out statutes. |
Disgorgement Provisions
Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a companys stock to disgorge, or pay back, to the company any profits realized from the sale of that companys stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 30 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
time (between 18 months and 24 months) prior to the investors gaining control status are subject to these recapture-of-profits provisions.
|
Social Advisory Services Recommendation: Vote for proposals to opt out of state disgorgement provisions. |
State Takeover Statutes
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, antigreenmail provisions, and disgorgement provisions). |
Vote for opting into stakeholder protection statutes if they provide comprehensive protections for employees and community stakeholders. Social Advisory Services would be less supportive of takeover statutes that only serve to protect incumbent management from accountability to shareholders and which negatively influence shareholder value.
Freeze-Out Provisions
Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company.
|
Social Advisory Services Recommendation: Vote for proposals to opt out of state freeze-out provisions. |
Reincorporation Proposals
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to change a companys state of incorporation giving consideration to both financial and corporate governance concerns including the following: |
| Reasons for reincorporation; |
| Comparison of companys governance practices and provisions prior to and following the reincorporation; |
| Comparison of corporation laws of original state and destination state. |
Reincorporations into tax havens will be given special consideration.
While a firms country of incorporation will remain the primary basis for evaluating companies, Social Advisory Services will generally apply U.S. policies to the extent possible with respect to issuers that file DEF 14As, 10-K annual reports, and 10-Q quarterly reports, and are thus considered domestic issuers by the U.S. Securities and Exchange Commission (SEC). Corporations that have reincorporated outside the U.S. have found themselves subject to a combination of governance regulations and best practice standards that may not be entirely compatible with an evaluation framework based solely on country of incorporation.
Amend Bylaws without Shareholder Consent
|
Social Advisory Services Recommendation: Vote against proposals giving the board exclusive authority to amend the bylaws. |
Vote for proposals giving the board the ability to amend the bylaws in addition to shareholders.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 31 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Litigation Rights (including Exclusive Venue and Fee-Shifting Bylaw Provisions)
Beginning in 2011, companies began to adopt bylaw provisions intended to limit the venue for shareholder lawsuits to the jurisdiction of incorporation. More recently, companies and their advisers have proposed other types of bylaws intended to limit shareholders litigation rights. Most notably, a May 2014 Delaware Supreme Court decision opened the door to the adoption by companies of bylaws that would require a shareholder plaintiff who sues the company unsuccessfully to pay the defendant companys litigation expenses. Although the Delaware legislature was widely expected to enact legislation limiting the applicability of the Supreme Courts decision to non-stock corporations, the legislature has not yet done so, and several publicly traded Delaware corporations have already adopted fee-shifting bylaws by way of a board resolution.
Bylaw provisions impacting shareholders ability to bring suit against the company may include exclusive venue provisions, which provide that the state of incorporation shall be the sole venue for certain types of litigation, and fee-shifting provisions that require a shareholder who sues a company unsuccessfully to pay all litigation expenses of the defendant corporation.
|
Social Advisory Services Recommendation: Vote case-by-case on bylaws which impact shareholders litigation rights, taking into account factors such as: |
| The companys stated rationale for adopting such a provision; |
| Disclosure of past harm from shareholder lawsuits in which plaintiffs were unsuccessful or shareholder lawsuits outside the jurisdiction of incorporation; |
| The breadth of application of the bylaw, including the types of lawsuits to which it would apply and the definition of key terms; and |
| Governance features such as shareholders ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote against bylaws that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., in cases where the plaintiffs are partially successful).
Unilateral adoption by the board of bylaw provisions which affect shareholders litigation rights will be evaluated under SRIs policy on Unilateral Bylaw/Charter Amendments and Problematic Capital Structures.
Takeover Defenses and Shareholder Rights-Related Shareholder Proposals
Shareholder Proposals to put Pill to a Vote and/or Adopt a Pill Policy
|
Social Advisory Services Recommendation: Vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has: (1) a shareholder approved poison pill in place; or(2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either: |
| Shareholders have approved the adoption of the plan; or |
| The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e., the fiduciary out provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 32 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, vote for the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.
Reduce Supermajority Vote Requirements
Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments. |
| Vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations. |
Remove Antitakeover Provisions
There are numerous antitakeover mechanisms available to corporations that can make takeovers prohibitively expensive for a bidder or at least guarantee that all shareholders are treated equally. The debate over antitakeover devices centers on whether these devices enhance or detract from shareholder value. One theory argues that a companys board, when armed with these takeover protections, may use them as negotiating tools to obtain a higher premium for shareholders. The opposing view maintains that managements afforded such protection are more likely to become entrenched than to actively pursue the best interests of shareholders. Such takeover defenses also serve as obstacles to the normal functioning of the marketplace which, when operating efficiently, should replace incapable and poorly performing managements.
|
Social Advisory Services Recommendation: Vote for shareholder proposals that seek to remove antitakeover provisions. |
Reimburse Proxy Solicitation Expenses
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote for the reimbursement of all appropriate proxy solicitation expenses associated with the election. |
Vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:
| The election of fewer than 50 percent of the directors to be elected is contested in the election; |
| One or more of the dissidents candidates is elected; |
| Shareholders are not permitted to cumulate their votes for directors; |
| The election occurred, and the expenses were incurred, after the adoption of this bylaw. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 33 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
4. MISCELLANEOUS GOVERNANCE PROVISIONS
Bundled Proposals
|
Social Advisory Services Recommendation: Review on a case-by-case basis bundled or conditional proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances where the joint effect of the conditioned items is not in shareholders best interests, vote against the proposals. If the combined effect is positive, support such proposals. |
Adjourn Meeting
Companies may ask shareholders to adjourn a meeting in order to solicit more votes. Generally, shareholders already have enough information to make their vote decisions. Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes.
|
Social Advisory Services Recommendation: |
| Generally vote against proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal. |
| Vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. Vote against proposals if the wording is too vague or if the proposal includes other business. |
Changing Corporate Name
Proposals to change a companys name are generally routine matters. Generally, the name change reflects a change in corporate direction or the result of a merger agreement.
|
Social Advisory Services Recommendation: Vote for changing the corporate name unless there is compelling evidence that the change would adversely affect shareholder value. |
Amend Quorum Requirements
|
Social Advisory Services Recommendation: Vote against proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
Amend Minor Bylaws
|
Social Advisory Services Recommendation: Vote for bylaw or charter changes that are of a housekeeping nature (updates or corrections). |
Other Business
Other business proposals are routine items to allow shareholders to raise other issues and discuss them at the meeting. Only issues that may be legally discussed at meetings may be raised under this authority. However, shareholders cannot know the content of these issues so they are generally not supported.
|
Social Advisory Services Recommendation: Generally vote against other business proposals. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 34 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
5. CAPITAL STRUCTURE
The equity in a corporate enterprise (that is, the residual value of the companys assets after the payment of all debts) belongs to the shareholders. Equity securities may be employed, or manipulated, in a manner that will ultimately enhance or detract from shareholder value. As such, certain actions undertaken by management in relation to a companys capital structure can be of considerable significance to shareholders. Changes in capitalization usually require shareholder approval or ratification.
Common Stock Authorization
State statutes and stock exchanges require shareholder approval for increases in the number of common shares. Corporations increase their supply of common stock for a variety of ordinary business purposes: raising new capital, funding stock compensation programs, business acquisitions, and implementation of stock splits or payment of stock dividends.
|
Social Advisory Services Recommendation: Proposals to increase authorized common stock are evaluated on a case-by-case basis, taking into account the size of the increase, the companys rationale for additional shares, the companys use of authorized shares during the last three years, and the risk to shareholders if the request is not approved. A companys need for additional shares is gauged by measuring shares outstanding and reserved as a percentage of the total number of shares currently authorized for issuance. |
If, within the past three years, the board adopted a poison pill without shareholder approval, repriced or exchanged underwater stock options without shareholder approval, or placed a substantial amount of stock with insiders at prices substantially below market value without shareholder approval, Social Advisory Services will generally vote against the requested increase in authorized capital on the basis of imprudent past use of shares.
| Vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support. |
| Vote against proposals at companies with more than one class of common stock to increase the number of authorized shares of the class of common stock that has superior voting rights. |
| Vote against proposals to increase the number of authorized common shares if a vote for a reverse stock split on the same ballot is warranted despite the fact that the authorized shares would not be reduced proportionally. |
| Review on a case-by-case basis all other proposals to increase the number of shares of common stock authorized for issue, considering company-specific factors that include: |
| Past Board Performance; |
| The companys use of authorized shares during the last three years. |
| The Current Request; |
| Disclosure in the proxy statement of the specific purposes of the proposed increase; |
| Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
| The dilutive impact of the request as determined relative to an allowable increase calculated by Social Advisory Services (typically 100 percent of existing authorized shares) that reflects the companys need for shares and total shareholder returns. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 35 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Social Advisory Services will apply the relevant allowable increase below to requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that Social Advisory Services is recommending FOR, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.
Issue Stock for Use with Rights Plan
|
Social Advisory Services Recommendation: Vote against proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill). |
Stock Distributions: Splits and Dividends
|
Social Advisory Services Recommendation: Generally vote for management proposals to increase the common share authorization for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable increase calculated in accordance with Social Advisory Services Common Stock Authorization policy. |
Reverse Stock Splits
Reverse splits exchange multiple shares for a lesser amount to increase share price. Increasing share price is sometimes necessary to restore a companys share price to a level that will allow it to be traded on the national stock exchanges. In addition, some brokerage houses have a policy of not monitoring or investing in very low priced shares. Reverse stock splits help maintain stock liquidity.
|
Social Advisory Services Recommendation: |
| Vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced. |
| Vote against proposals when there is not a proportionate reduction of authorized shares, unless: |
| A stock exchange has provided notice to the company of a potential delisting; or |
| The effective increase in authorized shares is equal to or less than the allowable increase calculated in accordance with Social Advisory Services Common Stock Authorization policy. |
Preferred Stock Authorization
Preferred stock is an equity security which has certain features similar to debt instruments, such as fixed dividend payments, seniority of claims to common stock, and in most cases no voting rights. The terms of blank check preferred stock give the board of directors the power to issue shares of preferred stock at their discretionwith voting rights, conversion, distribution and other rights to be determined by the board at time of issue. Blank check preferred stock can be used for sound corporate purposes, but could be used as a device to thwart hostile takeovers without shareholder approval.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 36 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
|
Social Advisory Services Recommendation: |
| Vote for proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with a transaction on the same ballot that warrants support. |
| Vote against proposals at companies with more than one class or series of preferred stock to increase the number of authorized shares of the class or series of preferred stock that has superior voting rights. |
| Vote on a case-by-case basis all other proposals to increase the number of shares of preferred stock authorized for issuance, considering company-specific factors that include: |
| Past Board Performance; |
| The companys use of authorized preferred shares during the last three years. |
| The Current Request; |
| Disclosure in the proxy statement of specific reasons for the proposed increase; |
| Disclosure in the proxy statement of specific and severe risks to shareholders for not approving the request; |
| In instances where the company has existing authorized preferred stock, the dilutive impact of the request as determined by an allowable cap generated by Social Advisory Services quantitative model (typically 100 percent of existing authorized shares) that reflects the companys need for shares and total shareholder returns; |
| Whether the shares requested are blank check preferred shares that can be used for antitakeover purposes. |
Blank Check Preferred Stock
|
Social Advisory Services Recommendation: |
| Vote against proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock). |
| Vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose. |
| Vote for proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense). |
| Vote for requests to require shareholder approval for blank check authorizations. |
Adjustments to Par Value of Common Stock
Stock that has a fixed per share value that is on its certificate is called par value stock. The purpose of par value stock is to establish the maximum responsibility of a stockholder in the event that a corporation becomes insolvent. Proposals to reduce par value come from certain state level requirements for regulated industries such as banks, and other legal requirements relating to the payment of dividends.
|
Social Advisory Services Recommendation: |
| Vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action. |
| Vote for management proposals to eliminate par value. |
Unequal Voting Rights/Dual Class Structure
Incumbent managers use unequal voting rights with the voting rights of their common shares superior to other shareholders in order to concentrate their power and insulate themselves from the wishes of the majority of shareholders. Dual class exchange offers involve a transfer of voting rights from one group of shareholders to another group of shareholders typically through the payment of a preferential dividend. A dual class recapitalization also
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 37 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
establishes two classes of common stock with unequal voting rights, but initially involves an equal distribution of preferential and inferior voting shares to current shareholders.
|
Social Advisory Services Recommendation: Generally vote against proposals to create a new class of common stock unless: |
| The company discloses a compelling rationale for the dual-class capital structure, including: a) the companys auditor has concluded that there is substantial doubt about the companys ability to continue as a going concern; or b) the new class of shares will be transitory; |
| The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; |
| The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
Preemptive Rights
Preemptive rights permit shareholders to share proportionately in any new issues of stock of the same class. These rights guarantee existing shareholders the first opportunity to purchase shares of new issues of stock in the same class as their own and in the same proportion. The absence of these rights could cause stockholders interest in a company to be reduced by the sale of additional shares without their knowledge and at prices unfavorable to them. Preemptive rights, however, can make it difficult for corporations to issue large blocks of stock for general corporate purposes. Both corporations and shareholders benefit when corporations are able to arrange issues without preemptive rights that do not result in a substantial transfer of control.
|
Social Advisory Services Recommendation: Review on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company, the characteristics of its shareholder base and the liquidity of the stock. |
Debt Restructurings
Proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan will be analyzed considering the following issues:
| DilutionHow much will the ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be? |
| Change in ControlWill the transaction result in a change in control/management at the company? Are board and committee seats guaranteed? Do standstill provisions and voting agreements exist? Is veto power over certain corporate actions in place? |
| Financial Issues companys financial situation, degree of need for capital, use of proceeds, and effect of the financing on the companys cost of capital; |
| Terms of the offer discount/premium in purchase price to investor including any fairness opinion, termination penalties and exit strategy; |
| Conflict of interest arms length transactions and managerial incentives; |
| Managements efforts to pursue other alternatives. |
|
Social Advisory Services Recommendation: |
| Review on a case-by-case basis proposals regarding debt restructurings. |
| Vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 38 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Share Repurchase Programs
|
Social Advisory Services Recommendation: Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms. |
Conversion of Securities
|
Social Advisory Services Recommendation: Vote case-by-case on proposals regarding conversion of securities, taking into account the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest. |
Vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.
Recapitalization
|
Social Advisory Services Recommendation: Vote case-by-case on recapitalizations (reclassifications of securities), taking into account: |
Whether the capital structure is simplified ;
| Liquidity is enhanced; |
| Fairness of conversion terms; |
| Impact on voting power and dividends; |
| Reasons for the reclassification; |
| Conflicts of interest; |
| Other alternatives considered. |
Tracking Stock
|
Social Advisory Services Recommendation: Vote case-by-case on the creation of tracking stock, weighing the strategic value of the transaction against such factors as: |
| Adverse governance changes; |
| Excessive increases in authorized capital stock; |
| Unfair method of distribution; |
| Diminution of voting rights; |
| Adverse conversion features; |
| Negative impact on stock option plans; |
| Alternatives such as spin-offs. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 39 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
6. EXECUTIVE AND DIRECTOR COMPENSATION
The global financial crisis resulted in significant erosion of shareholder value and highlighted the need for greater assurance that executive compensation is principally performance-based, fair, reasonable, and not designed in a manner that would incentivize excessive risk-taking by managements. The financial crisis raised questions about the role of pay incentives in influencing executive behavior and motivating inappropriate or excessive risk-taking that could threaten a corporations long-term viability. The safety lapses that led to the disastrous explosions at BPs Deepwater Horizon oil rig and Massey Energys Upper Big Branch mine, and the resulting unprecedented losses in shareholder value; a) underscore the importance of incorporating meaningful economic incentives around social and environmental considerations in compensation program design, and b) exemplify the costly liabilities of failing to do so.
Evolving disclosure requirements have opened a wider window into compensation practices and processes, giving shareholders more opportunity and responsibility to ensure that pay is designed to create and sustain value. Companies in the U.S. are now required to evaluate and discuss potential risks arising from misguided or misaligned compensation programs. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory shareholder votes on executive compensation (management say on pay), an advisory vote on the frequency of say on pay, as well as a shareholder advisory vote on golden parachute compensation. The advent of say on pay votes for shareholders in the U.S. has provided a new communication mechanism and impetus for constructive engagement between shareholders and managers/directors on pay issues.
The socially responsible investing community contends that corporations should be held accountable for their actions and decisions, including those around executive compensation. Social Advisory Services believes that executive pay programs should be fair, competitive, reasonable, and create appropriate incentives, and that pay for performance should be a central tenet in executive compensation philosophy. Most investors expect corporations to adhere to certain best practice pay considerations in designing and administering executive and director compensation programs, including:
| Appropriate pay-for-performance alignment with emphasis on long-term shareholder value: executive pay practices must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. Evaluating appropriate alignment of pay incentives with shareholder value creation includes taking into consideration, among other factors, the link between pay and performance, the mix between fixed and variable pay, equity-based plan costs, and performance goals - including goals tied to social and environmental considerations. |
| Avoiding arrangements that risk pay for failure: this includes assessing the appropriateness of long or indefinite contracts, excessive severance packages, guaranteed compensation, and practices or policies that fail to adequately mitigate against or address environmental, social and governance failures. |
| Independent and effective compensation committees: oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making (e.g., including access to independent expertise and advice when needed) should be promoted. |
| Clear and comprehensive compensation disclosures: shareholders expect companies to provide informative and timely disclosures that enable shareholders to evaluate executive pay practices fully and fairly. |
| Avoiding inappropriate pay to non-executive directors: compensation to outside directors should not compromise their independence and ability to make appropriate judgments in overseeing managers pay and performance. At the market level, this may incorporate a variety of generally accepted best practices. |
A non-exhaustive list of best pay practices includes:
| Employment contracts: Companies should enter into employment contracts under limited circumstances for a short time period (e.g., new executive hires for a three-year contract) for limited executives. The contracts should not have automatic renewal feature and should have a specified termination date. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 40 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Severance agreements: Severance provisions should not be so appealing that it becomes an incentive for the executive to be terminated. Severance provisions should exclude excise tax gross-up. The severance formula should be reasonable and not overly generous to the executive (e.g., severance multiples of 1X, 2X, or 3X and use pro-rated target/average historical bonus and not maximum bonus). Failure to renew employment contract, termination under questionable events, or poor performance should not be considered as appropriate reasons for severance payments. |
| Change-in-control payments: Change-in-control payments should only be made when there is a significant change in company ownership structure, and when there is a loss of employment or substantial change in job duties associated with the change in company ownership structure (double-triggered). Change-in-control provisions should exclude excise tax gross-up and eliminate the acceleration of vesting of equity awards upon a change in control unless provided under a double-trigger scenario. Similarly, change in control provisions in equity plans should be double-triggered. A change in control event should not result in an acceleration of vesting of all unvested stock options or removal of vesting/performance requirements on restricted stock/performance shares, unless there is a loss of employment or substantial change in job duties. |
| Supplemental executive retirement plans (SERPs): SERPS should not include sweeteners that can increase the SERP value significantly or even exponentially, such as additional years of service credited for pension calculation, inclusion of variable pay (e.g. bonuses and equity awards) into the formula. Pension formula should not include extraordinary annual bonuses paid close to retirement years, and should be based on the average, not the maximum level of compensation earned. |
| Deferred compensation: Above-market returns or guaranteed minimum returns should not be applied on deferred compensation. |
| Disclosure practices: The Compensation Discussion & Analysis should be written in plain English, with as little legalese as possible and formatted using section headers, bulleted lists, tables, and charts where possible to ease reader comprehension. Ultimately, the document should provide detail and rationale regarding compensation, strategy, pay mix, goals/metrics, challenges, competition and pay for performance linkage, etc. in a narrative fashion. |
| Responsible use of company stock: Companies should adopt policies that prohibit executives from speculating in companys stock or using company stock in hedging activities, such as cashless collars, forward sales, equity swaps or other similar arrangements. Such behavior undermines the ultimate alignment with long-term shareholders interests. In addition, the policy should prohibit or discourage the use of company stock as collateral for margin loans, to avoid any potential sudden stock sales (required upon margin calls), that could have a negative impact on the companys stock price. |
| Long-term focus: Executive compensation programs should be designed to support companies long-term strategic goals. A short-term focus on performance does not necessarily create sustainable shareholder value, since long-term goals may be sacrificed to achieve short-term expectations. Compensation programs embedding a long-term focus with respect to company goals better align with the long-term interests of shareholders. Granting stock options and restricted stock to executives that vest in five years do not necessarily provide a long-term focus, as executives can sell the company shares once they vest. However, requiring senior executives to hold company stock until they retire can encourage a long-term focus on company performance. |
Criteria for Evaluating Executive Pay
Pay-for-Performance Evaluation
Social Advisory Services conducts a five-part pay analysis to evaluate the degree of alignment between the CEOs pay with the companys performance over a sustained period. From a shareholders perspective, performance is predominantly gauged by the companys stock performance over time. Even when financial, non-financial or operational measures are utilized in incentive awards, the achievement related to these measures should ultimately
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 41 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
translate into superior shareholder returns in the long-term. With respect to companies in the Russell 3000 or Russel 3000E Indices 9 , this analysis considers the following:
Pay-for-Performance Elements:
| The degree of alignment between the companys annualized TSR rank and the CEOs annualized total pay rank within a peer group, each measured over a three-year period, 10 and the rankings of CEO total pay and company financial performance within a peer group, each measured over a three-year period |
| Absolute Alignment: The absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years i.e. , the difference between the trend in annual pay changes and the trend in annualized TSR during the period. 11 |
| Equity Pay Mix: The ratio of the CEOs performance- vs. time-based equity awards. |
Pay Equity (Quantum) Elements:
| Multiple of Median: The multiple of the CEOs total pay relative to the peer group median in the most recent fiscal year. |
| Internal Pay Disparity: The multiple of the CEOs total pay relative to other named executive officers (NEOs) i.e. , an excessive differential between CEO total pay and that of the next highest-paid NEO as well as CEO total pay relative to the average NEO pay. |
If the above pay-for-performance analysis demonstrates unsatisfactory long-term pay-for-performance alignment or, in the case of non-Russell 3000 index companies, misaligned pay and performance are otherwise suggested, the following qualitative factors will be evaluated to determine how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests:
| The ratio of performance-based compensation to overall compensation, including whether any relevant social or environmental factors are a component of performance-contingent pay elements; |
| The presence of significant environmental, social or governance (ESG) controversies that have the potential to pose material risks to the company and its shareholders; |
| Any downward discretion applied to executive compensation on the basis of a failure to achieve performance goals, including ESG performance objectives; |
| The completeness of disclosure and rigor of performance goals; |
| The companys peer group benchmarking practices; |
| Actual results of financial/non-financial and operational metrics, such as growth in revenue, profit, cash flow, workplace safety, environmental performance, etc., both absolute and relative to peers; |
| Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
| Realizable pay compared to grant pay; and |
| Any other factors deemed relevant. |
Problematic Pay Practices
9 The Russell 3000E Index includes approximately 4,000 of the largest U.S. equity securities.
10 The revised peer group is generally comprised of 14-24 companies that are selected using market cap, revenue (or assets for certain financial firms), GICS industry group and companys selected peers GICS industry group with size constraints, via a process designed to select peers that are closest to the subject company in terms of revenue/assets and industry and also within a market cap bucket that is reflective of the companys.
11 Only Russell 3000 Index companies are subject to the Absolute Alignment analysis.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 42 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
The focus is on executive compensation practices that contravene best practice compensation considerations, including:
| Problematic practices related to non-performance-based compensation elements; |
| Incentives that may motivate excessive risk-taking; and |
| Options backdating. |
Non-Performance based Compensation Elements Pay elements that are not directly based on performance are generally evaluated on a case-by-case basis considering the context of a companys overall pay program and demonstrated pay-for-performance philosophy. While not exhaustive, the following list represents certain adverse practices that are contrary to a performance-based pay philosophy and executive pay best practices, and may lead to negative vote recommendations:
| Egregious employment contracts: |
| Contracts containing multi-year guarantees for salary increases, non-performance based bonuses, and equity compensation. |
| New CEO with overly generous new-hire package: |
| Excessive make whole provisions without sufficient rationale; |
| Any of the problematic pay practices listed under this policy. |
| Abnormally large bonus payouts without justifiable performance linkage or proper disclosure: |
| Includes performance metrics that are changed, canceled, or replaced during the performance period without adequate explanation of the action and the link to performance. |
| Egregious pension/SERP (supplemental executive retirement plan) payouts: |
| Inclusion of additional years of service not worked that result in significant benefits provided in new arrangements; |
| Inclusion of performance-based equity or other long-term awards in the pension calculation. |
| Excessive Perquisites: |
| Perquisites for former and/or retired executives, such as lifetime benefits, car allowances, personal use of corporate aircraft, or other inappropriate arrangements; |
| Extraordinary relocation benefits (including home buyouts); |
| Excessive amounts of perquisites compensation. |
| Excessive severance and/or change in control provisions: |
| Change in control cash payments exceeding 3 times base salary plus target/average/last paid bonus; |
| New or extended arrangements that provide for change-in-control payments without involuntary job loss or substantial diminution of job duties (single-triggered or modified single-triggered, where an executive may voluntarily leave for any reason and still receive the change-in-control severance package); |
| New or extended employment or severance agreements that provide for excise tax gross-ups. Modified gross-ups would be treated in the same manner as full gross-ups; |
| Excessive payments upon an executives termination in connection with performance failure; |
| Liberal change-in-control definition in individual contracts or equity plans which could result in payments to executives without an actual change in control occurring. |
| Tax Reimbursements/Gross-ups: Excessive reimbursement of income taxes on executive perquisites or other payments (e.g., related to personal use of corporate aircraft, executive life insurance, bonus, restricted stock vesting, secular trusts, etc; see also excise tax gross-ups above). |
| Dividends or dividend equivalents paid on unvested performance shares or units. |
| Executives using company stock in hedging activities, such as cashless collars, forward sales, equity swaps, or other similar arrangements. |
| Internal pay disparity: Excessive differential between CEO total pay and that of next highest-paid named executive officer (NEO). |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 43 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Repricing or replacing of underwater stock options/stock appreciation rights (SARs) without prior shareholder approval (including cash buyouts, option exchanges, and certain voluntary surrender of underwater options where shares surrendered may subsequently be re-granted). |
| Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMIs executives is not possible. |
| Other pay practices that may be deemed problematic in a given circumstance but are not covered in the above categories. |
Incentives that may Motivate Excessive Risk-Taking
Assess company policies and disclosure related to compensation that could incentivize excessive risk-taking, for example:
| Multi-year guaranteed bonuses; |
| A single or common performance metric used for short- and long-term plans; |
| Lucrative severance packages; |
| High pay opportunities relative to industry peers; |
| Disproportionate supplemental pensions; |
| Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined on a case-by-case basis to allow for distinctions to be made between sloppy plan administration versus deliberate action or fraud, as well as those instances in which companies that subsequently took corrective action. Cases where companies have committed fraud are considered most egregious.
| Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
| Duration of options backdating; |
| Size of restatement due to options backdating; |
| Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; |
| Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Board Communications and Responsiveness
Consider the following factors case-by-case when evaluating ballot items related to executive pay on the boards responsiveness to investor input and engagement on compensation issues:
| Failure to respond to majority-supported shareholder proposals on executive pay topics; or |
| Failure to adequately respond to the companys previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
| The companys response, including: |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 44 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support (including the timing and frequency of engagements and whether independent directors participated); |
| Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; |
| Disclosure of specific and meaningful actions taken to address shareholders concerns; |
| Other recent compensation actions taken by the company; |
| Whether the issues raised are recurring or isolated; |
| The companys ownership structure; and |
| Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Advisory Votes on Executive Compensation Management Say-on-Pay Proposals
The Dodd-Frank Act mandates advisory votes on executive compensation (Say on Pay or SOP) for a proxy or consent or authorization for an annual or other meeting of the shareholders that includes required SEC compensation disclosures. This non-binding shareholder vote on compensation must be included in a proxy or consent or authorization at least once every three years.
In general, the SOP ballot item is the primary focus of voting on executive pay practices dissatisfaction with compensation practices can be expressed by voting against the SOP proposal rather than voting against or withhold from the compensation committee. However, if there is no SOP on the ballot, then the negative vote will apply to members of the compensation committee. In addition, in egregious cases, or if the board fails to respond to concerns raised by a prior SOP proposal, then Social Advisory Services will recommend a vote against or withhold votes from compensation committee members (or, if the full board is deemed accountable, all directors). If the negative factors involve equity-based compensation, then a vote against an equity-based plan proposal presented for shareholder approval may be appropriate. In evaluating SOP proposals, Social Advisory Services will also assess to what degree social and environmental considerations are incorporated into compensation programs and executive pay decision-making to the extent that proxy statement Compensation Discussion and Analysis (CD&A) disclosures permit.
|
Social Advisory Services Recommendation: Evaluate executive pay and practices, as well as certain aspects of outside director compensation on a case-by-case basis. |
| Vote against management Say on Pay proposals if: |
| There is a misalignment between CEO pay and company performance ( pay-for-performance ); |
| The company maintains problematic pay practices ; |
| The board exhibits a significant level of poor communication and responsiveness to shareholders. |
| Vote against or withhold from the members of the Compensation Committee and potentially the full board if: |
| There is no SOP on the ballot, and an against vote on an SOP is warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof; |
| The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast; |
| The company has recently practiced or approved problematic pay practices, including option repricing or option backdating; or |
| The situation is egregious. |
| Vote against an equity plan on the ballot if: |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 45 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| A pay for performance misalignment exists, and a significant portion of the CEOs misaligned pay is attributed to non-performance-based equity awards, taking into consideration: |
| Magnitude of pay misalignment; |
| Contribution of non-performance-based equity grants to overall pay; and |
| The proportion of equity awards granted in the last three fiscal years concentrated at the named executive officer (NEO) level. |
Frequency of Advisory Vote on Executive Compensation Management Say on Pay
The Dodd-Frank Act, in addition to requiring advisory votes on compensation (SOP), requires that each proxy for the first annual or other meeting of the shareholders (that includes required SEC compensation disclosures) occurring after Jan. 21, 2011, include an advisory voting item to determine whether, going forward, the say on pay vote by shareholders to approve compensation should occur every one, two, or three years.
Social Advisory Services will recommend a vote for annual advisory votes on compensation. The SOP is at its essence a communication vehicle, and communication is most useful when it is received in a consistent and timely manner. Social Advisory Services supports an annual SOP vote for many of the same reasons it supports annual director elections rather than a classified board structure: because this provides the highest level of accountability and direct communication by enabling the MSOP vote to correspond to the majority of the information presented in the accompanying proxy statement for the applicable shareholders meeting. Having SOP votes every two or three years, covering all actions occurring between the votes, would make it difficult to create the meaningful and coherent communication that the votes are intended to provide. Under triennial elections, for example, a company would not know whether the shareholder vote references the compensation year being discussed or a previous year, making it more difficult to understand the implications of the vote.
|
Social Advisory Services Recommendation: Vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies executive pay programs. |
Advisory Vote on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
This is a proxy item regarding specific advisory votes on golden parachute arrangements for Named Executive Officers (NEOs) that is required under The Dodd-Frank Wall Street Reform and Consumer Protection Act. Social Advisory Services places particular focus on severance packages that provide inappropriate windfalls and cover certain tax liabilities of executives.
|
Social Advisory Services Recommendation: Vote case-by-case on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers rather than focusing primarily on new or extended arrangements. |
Features that may result in an against recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):
| Single- or modified-single-trigger cash severance; |
| Single-trigger acceleration of unvested equity awards; |
| Excessive cash severance (>3x base salary and bonus); |
| Excise tax gross-ups triggered and payable (as opposed to a provision to provide excise tax gross-ups); |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 46 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or |
| Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or |
| The companys assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. |
Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.
In cases where the golden parachute vote is incorporated into a companys advisory vote on compensation (management say on pay), Social Advisory Services will evaluate the say on pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based Incentive Plans
As executive pay levels continue to soar, non-salary compensation remains one of the most sensitive and visible corporate governance issues. The financial crisis raised questions about the role of pay incentives in influencing executive behavior, including their appetite for risk-taking. Although shareholders may have little say about how much the CEO is paid in salary and bonus, they do have a major voice in approving stock incentive plans.
Stock-based plans can transfer significant amounts of wealth from shareholders to executives and directors and are among the most economically significant issues that shareholders are entitled to vote on. Rightly, the cost of these plans must be in line with the anticipated benefits to shareholders. Clearly, reasonable limits must be set on dilution as well as administrative authority. In addition, shareholders must consider the necessity of the various pay programs and examine the appropriateness of award types. Consequently, the pros and cons of these proposals necessitate a case-by-case evaluation.
Factors that increase the cost (or have the potential to increase the cost) of plans to shareholders include: excessive dilution, options awarded at below-market discounts, permissive policies on pyramiding, restricted stock giveaways that reward tenure rather than results, sales of shares on concessionary terms, blank-check authority for administering committees, option repricing or option replacements, accelerated vesting of awards in the event of defined changes in corporate control, stand-alone stock appreciation rights, loans or other forms of assistance, or evidence of improvident award policies.
Positive plan features that can offset costly features include: plans with modest dilution potential (i.e. appreciably below double-digit levels), bars to pyramiding and related safeguards for investor interests. Also favorable are performance programs with a duration of two or more years, bonus schemes that pay off in non-dilutive, fully deductible cash, 401K and other thrift or profit sharing plans, and tax-favored employee stock purchase plans. In general, we believe that stock plans should afford incentives, not sure-fire, risk-free rewards.
|
Social Advisory Services Recommendation: Vote case-by-case on equity-based compensation plans 12 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an equity plan scorecard (EPSC) approach with three pillars: |
| Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
12 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 47 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
| SVT based only on new shares requested plus shares remaining for future grants. |
| Plan Features: |
| Automatic single-triggered award vesting upon a change in control (CIC); |
| Discretionary vesting authority; |
| Liberal share recycling on various award types; |
| Lack of minimum vesting period for grants made under the plan; |
| Dividends payable prior to award vesting. |
| Grant Practices: |
| The companys three-year burn rate relative to its industry/market cap peers; |
| Vesting requirements in most recent CEO equity grants (3-year look-back); |
| The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
| The proportion of the CEOs most recent equity grants/awards subject to performance conditions; |
| Whether the company maintains a claw-back policy; |
| Whether the company has established post exercise/vesting share-holding requirements. |
Generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders interests, or if any of the following apply:
| Awards may vest in connection with a liberal change-of-control definition; |
| The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it for NYSE and Nasdaq listed companies or by not prohibiting it when the company has a history of repricing for non-listed companies); |
| The plan is a vehicle for problematic pay practices or a pay-for-performance disconnect; or |
| Any other plan features are determined to have a significant negative impact on shareholder interests. |
Each of these factors is described below.
Plan Cost
Generally vote against equity plans if the cost is unreasonable. For non-employee director plans, vote for the plan if certain factors are met.
Shareholder Value Transfer (SVT)
The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full value awards), the assumption is made that all awards to be granted will be the most expensive types. See discussion of specific types of awards.
Except for proposals subject to Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 48 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
industry are established based on these top performers historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size and cash compensation into the industry cap equations to arrive at the companys benchmark. 13
Repricing Provisions
Vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior shareholder approval. Repricing includes the ability to do any of the following:
| Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; |
| Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs. |
| The cancellation of underwater options in exchange for stock awards; or |
| Cash buyouts of underwater options. |
While the above cover most types of repricing, Social Advisory Services may view other provisions as akin to repricing depending on the facts and circumstances.
Also, vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by Social Advisory Services), without prior shareholder approval, even if such repricings are allowed in their equity plan.
Vote against plans if the company has a history of repricing without shareholder approval, and the applicable listing standards would not preclude them from doing so.
Pay-for-Performance Misalignment Application to Equity Plans
If the equity plan on the ballot is a vehicle for problematic pay practices , vote against the plan.
Social Advisory Services may recommend a vote against the equity plan if the plan is determined to be a vehicle for pay-for-performance misalignment. Considerations in voting against the equity plan may include, but are not limited to:
| Severity of the pay-for-performance misalignment; |
| Whether problematic equity grant practices are driving the misalignment; and/or |
| Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs. |
Grant Practices
Three-Year Burn Rate
Burn rate benchmarks (utilized in Equity Plan Scorecard evaluations) are calculated as the greater of: (1) the mean (µ) plus one standard deviation ( s ) of the companys GICS group segmented by S&P 500, Russell 3000 index (less the S&P500) and non-Russell 3000 index; and (2) two percent of weighted common shares outstanding. In addition, year-over-year burn-rate benchmark changes will be limited to a maximum of two (2) percentage points plus or minus the prior years burn-rate benchmark. See the U.S. Equity Compensation Plans FAQ for the benchmarks.
Liberal Definition of Change-in-Control
13 For plans evaluated under the Equity Plan Scorecard policy, the companys SVT benchmark is considered along with other factors.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 49 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Generally vote against equity plans if the plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur. Examples of such a definition could include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a potential takeover, shareholder approval of a merger or other transactions, or similar language.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 50 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Other Compensation Plans
Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))
Cash bonus plans can be an important part of an executives overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general and certain industries in particular, can greatly impact the companys stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations.
|
Social Advisory Services Recommendation: Vote case-by-case on amendments to cash and equity incentive plans. |
Generally vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
| Addresses administrative features only; or |
| Seeks approval for Section 162(m) purposes only , and the plan administering committee consists entirely of independent outsiders, per Social Advisory Services Categorization of Directors. Note that if the company is presenting the plan to shareholders for the first time after the companys initial public offering (IPO), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case (see below). |
Vote against such proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:
| Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist entirely of independent outsiders, per Social Advisory Services Categorization of Directors. |
Vote case-by-case on all other proposals to amend cash incentive plans. This includes plans presented to shareholders for the first time after the companys IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes
Vote case-by-case on all other proposals to amend equity incentive plans, considering the following:
| If the proposal requests additional shares and/or the amendments may potentially increase the transfer of shareholder value to employees, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments. |
| If the plan is being presented to shareholders for the first time (including after the companys IPO), whether or not additional shares are being requested, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments. |
| If there is no request for additional shares and the amendments are not deemed to potentially increase the transfer of shareholder value to employees, then the recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown for informational purposes. |
In the first two case-by-case evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 51 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Employee Stock Purchase Plans (ESPPs)
Employee stock purchase plans enable employees to become shareholders, which gives them a stake in the companys growth. However, purchase plans are beneficial only when they are well balanced and in the best interests of all shareholders. From a shareholders perspective, plans with offering periods of 27 months or less are preferable. Plans with longer offering periods remove too much of the market risk and could give participants excessive discounts on their stock purchases that are not offered to other shareholders.
Qualified Plans
Qualified employee stock purchase plans qualify for favorable tax treatment under Section 423 of the Internal Revenue Code. Such plans must be broad-based, permitting all full-time employees to participate. Some companies also permit part-time staff to participate. Qualified ESPPs must be expensed under SFAS 123 unless the plan meets the following conditions; a) purchase discount is 5 percent or below; b) all employees can participate in the program; and 3) no look-back feature in the program Therefore, some companies offer nonqualified ESPPs.
|
Social Advisory Services Recommendation: Vote case-by-case on qualified employee stock purchase plans. Vote for employee stock purchase plans where all of the following apply: |
| Purchase price is at least 85 percent of fair market value; |
| Offering period is 27 months or less; and |
| The number of shares allocated to the plan is ten percent or less of the outstanding shares. |
Vote against qualified employee stock purchase plans where any of the following apply:
| Purchase price is less than 85 percent of fair market value; or |
| Offering period is greater than 27 months; or |
| The number of shares allocated to the plan is more than ten percent of the outstanding shares. |
Non-Qualified Plans
For nonqualified ESPPs, companies provide a match to employees contributions instead of a discount in stock price. Also, limits are placed on employees contributions. Some companies provide a maximum dollar value for the year and others specify the limits in terms of a percent of base salary, excluding bonus or commissions. For plans that do not qualify under Section 423 of the Internal Revenue Code, a plan participant will not recognize income by participating in the plan, but will recognize ordinary compensation income for federal income tax purposes at the time of the purchase.
|
Social Advisory Services Recommendation: Vote case-by-case on nonqualified employee stock purchase plans. Vote for nonqualified employee stock purchase plans with all the following features: |
| Broad-based participation (i.e., all employees of the company with the exclusion of individuals with 5 percent or more of beneficial ownership of the company); |
| Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary; |
| Company matching contribution up to 25 percent of employees contribution, which is effectively a discount of 20 percent from market value; |
| No discount on the stock price on the date of purchase since there is a company matching contribution. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 52 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Vote against nonqualified employee stock purchase plans when any of the plan features do not meet the above criteria. If the company matching contribution exceeds 25 percent of employees contribution, evaluate the cost of the plan against its allowable cap.
Employee Stock Ownership Plans (ESOPs)
An Employee Stock Ownership Plan (ESOP) is an employee benefit plan that makes the employees of a company also owners of stock in that company. The plans are designed to defer a portion of current employee income for retirement purposes.
The primary difference between ESOPs and other employee benefit plans is that ESOPs invest primarily in the securities of the employees company. In addition, an ESOP must be created for the benefit of non-management level employees and administered by a trust that cannot discriminate in favor of highly paid personnel.
Academic research of the performance of ESOPs in closely held companies found that ESOPs appear to increase overall sales, employment, and sales per employee over what would have been expected absent an ESOP. Studies have also found that companies with an ESOP are also more likely to still be in business several years later, and are more likely to have other retirement oriented benefit plans than comparable non-ESOP companies.
|
Social Advisory Services Recommendation: Vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares). |
Option Exchange Programs/Repricing Options
|
Social Advisory Services Recommendation: Vote case-by-case on management proposals seeking approval to exchange/reprice options taking into consideration: |
| Historic trading patterns the stock price should not be so volatile that the options are likely to be back in-the-money over the near term; |
| Rationale for the re-pricing was the stock price decline beyond managements control? |
| Is this a value-for-value exchange? |
| Are surrendered stock options added back to the plan reserve? |
| Option vesting does the new option vest immediately or is there a black-out period? |
| Term of the option the term should remain the same as that of the replaced option; |
| Exercise price should be set at fair market or a premium to market; |
| Participants executive officers and directors should be excluded. |
If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the companys total cost of equity plans and its three-year average burn rate.
In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the companys stock price demonstrates poor timing. Repricing after a recent decline in stock price triggers additional scrutiny and a potential vote against the proposal. At a minimum, the decline should not have happened within the past year. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 53 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Vote for shareholder proposals to put option repricings to a shareholder vote.
Stock Plans in Lieu of Cash
|
Social Advisory Services Recommendation: |
| Vote case-by-case on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock. |
| Vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange. |
| Vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, Social Advisory Services will not make any adjustments to carve out the in-lieu-of cash compensation. |
Transfer Stock Option (TSO) Programs
|
Social Advisory Services Recommendation: One-time Transfers: Vote against or withhold from compensation committee members if they fail to submit one-time transfers to shareholders for approval. |
Vote case-by-case on one-time transfers. Vote for if:
| Executive officers and non-employee directors are excluded from participating; |
| Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; |
| There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants. |
Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond managements control. A review of the companys historic stock price volatility should indicate if the options are likely to be back in-the-money over the near term.
Ongoing TSO program: Vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:
3. | Eligibility; |
4. | Vesting; |
5. | Bid-price; |
6. | Term of options; |
7. | Cost of the program and impact of the TSOs on companys total option expense; and |
8. | Option repricing policy. |
Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 54 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
401(k) Employee Benefit Plans
The 401(k) plan is one of the most popular employee benefit plans among U.S. companies. A 401(k) plan is any qualified plan under Section 401(k) of the Internal Revenue Code that contains a cash or deferred arrangement. In its simplest form, an employee can elect to have a portion of his salary invested in a 401(k) plan before any income taxes are assessed. The money can only be withdrawn before retirement under penalty. However, because the money contributed to the plan is withdrawn before taxes (reducing the employees income tax), a properly planned 401(k) plan will enable an employee to make larger contributions to a 401(k) plan than to a savings plan, and still take the same amount home.
|
Social Advisory Services Recommendation: Vote for proposals to implement a 401(k) savings plan for employees. |
Severance Agreements for Executives/Golden Parachutes
|
Social Advisory Services Recommendation: Vote on a case-by-case basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include, but is not limited to, the following: |
| The triggering mechanism should be beyond the control of management; |
| The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs; |
| Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure. |
Director Compensation
The boards legal charge of fulfilling its fiduciary obligations of loyalty and care is put to the ultimate test through the task of the board setting its own compensation. Directors themselves oversee the process for evaluating board performance and establishing pay packages for board members.
Shareholders provide limited oversight of directors by electing individuals who are primarily selected by the board, or a board nominating committee, and by voting on stock-based plans for directors designed by the board compensation committee. Additionally, shareholders may submit and vote on their own resolutions seeking to limit or restructure director pay. While the cost of compensating non-employee directors is small in absolute terms, compared to the cost of compensating executives, it is still a critical aspect of a companys overall corporate governance structure.
Overall, director pay levels are rising in part because of the new forms of pay in use at many companies, as well as because of the increased responsibilities arising from the 2002 Sarbanes-Oxley Act requirements. In addition to an annual retainer fee, many companies also pay fees for attending board and committee meetings, fees for chairing a committee, or a retainer fee for chairing a committee.
Director compensation packages should be designed to provide value to directors for their contribution. Given that many directors are high-level executives whose personal income levels are generally high, cash compensation may hold little appeal. Stock-based incentives on the other hand reinforce the directors role of protecting and enhancing shareholder value. The stock-based component of director compensation should be large enough to ensure that when faced with a situation in which the interests of shareholders and management differ, the board will have a financial incentive to think as a shareholder. Additionally, many companies have instituted equity ownership programs for directors. Social Advisory Services recommends that directors receive stock grants equal to three times of their annual
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 55 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
retainer, as it is a reasonable starting point for companies of all sizes and industries. A vesting schedule for director grants helps directors to meet the stock ownership guidelines and maintains their long-term interests in the firm.
Director compensation packages should also be designed to attract and retain competent directors who are willing to risk becoming a defendant in a lawsuit and suffer potentially adverse publicity if the company runs into financial difficulties or is mismanaged.
Shareholder Ratification of Director Pay Programs
|
Social Advisory Services Recommendation: Vote case-by-case on management proposals seeking ratification of non-employee director compensation, based on the following factors: |
| If the equity plan under which non-employee director grants are made is on the ballot, whether or not it warrants support; and |
| An assessment of the following qualitative factors: |
| The relative magnitude of director compensation as compared to companies of a similar profile; |
| The presence of problematic pay practices relating to director compensation; |
| Director stock ownership guidelines and holding requirements; |
| Equity award vesting schedules; |
| The mix of cash and equity-based compensation; |
| Meaningful limits on director compensation; |
| The availability of retirement benefits or perquisites; and |
| The quality of disclosure surrounding director compensation. |
Equity Plans for Non-Employee Directors
Stock-based plans may take on a variety of forms including: grants of stock or options, including: discretionary grants, formula based grants, and one-time awards; stock-based awards in lieu of all or some portion of the cash retainer and/or other fees; and deferred stock plans allowing payment of retainer and/or meeting fees to be taken in stock, the payment of which is postponed to some future time, typically retirement or termination of directorship.
|
Social Advisory Services Recommendation: Vote case-by-case on compensation plans for non-employee directors, based on: |
| The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; |
| The companys three year burn rate relative to its industry/market cap peers; and |
| The presence of any egregious plan features (such as an option repricing provision or liberal CIC vesting risk). |
On occasion, director stock plans that set aside a relatively small number of shares will exceed the plan cost or burn rate benchmark when combined with employee or executive stock compensation plans. In such cases, vote for the plan if all of the following qualitative factors in the boards compensation are met and disclosed in the proxy statement:
| The relative magnitude of director compensation as compared to companies of a similar profile; |
| The presence of problematic pay practices relating to director compensation; |
| Director stock ownership guidelines and holding requirement; |
| Equity award vesting schedules ; |
| The mix of cash and equity-based compensation ; |
| Meaningful limits on director compensation; |
| The availability of retirement benefits or perquisites ; |
| The quality of disclosure surrounding director compensation . |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 56 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Outside Director Stock Awards/Options in Lieu of Cash
These proposals seek to pay outside directors a portion of their compensation in stock rather than cash. By doing this, a directors interest may be more closely aligned with those of shareholders.
|
Social Advisory Services Recommendation: Vote for proposals that seek to pay outside directors a portion of their compensation in stock rather than cash. |
Director Retirement Plans
|
Social Advisory Services Recommendation: |
| Vote against retirement plans for non-employee directors. |
| Vote for shareholder proposals to eliminate retirement plans for non-employee directors. |
Shareholder Proposals on Compensation
Increase Disclosure of Executive Compensation
The SEC requires that companies disclose, in their proxy statements, the salaries of the top five corporate executives (who make at least $100,000 a year). Companies also disclose their compensation practices and details of their stock-based compensation plans. While this level of disclosure is helpful, it does not always provide a comprehensive picture of the companys compensation practices. For shareholders to make informed decisions on compensation levels, they need to have clear, concise information at their disposal. Increased disclosure will help ensure that management: (1) has legitimate reasons for setting specific pay levels; and (2) is held accountable for its actions.
|
Social Advisory Services Recommendation: Vote for shareholder proposals seeking increased disclosure on executive compensation issues including the preparation of a formal report on executive compensation practices and policies. |
Limit Executive Compensation
Proposals that seek to limit executive or director compensation usually focus on the absolute dollar figure of the compensation or focus on the ratio of compensation between the executives and the average worker of a specific company. Proponents argue that the exponential growth of executive salaries is not in the best interests of shareholders, especially when that pay is exorbitant when compared to the compensation of other workers.
|
Social Advisory Services Recommendation: |
| Vote for proposals to prepare reports seeking to compare the wages of a companys lowest paid worker to the highest paid workers. |
| Vote case-by-case on proposals that seek to establish a fixed ratio between the companys lowest paid workers and the highest paid workers. |
Stock Ownership Requirements
Corporate directors should own some amount of stock of the companies on which they serve as board members. Stock ownership is a simple method to align the interests of directors with company shareholders. Nevertheless, many highly qualified individuals such as academics and clergy who can offer valuable perspectives in boardrooms may be unable to
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 57 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
purchase individual shares of stock. In such a circumstance, the preferred solution is to look at the board nominees individually and take stock ownership into consideration when voting on the merits of each candidate.
|
Social Advisory Services Recommendation: Generally vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. |
Prohibit/Require Shareholder Approval for Option Repricing
Repricing involves the reduction of the original exercise price of a stock option after the fall in share price. Social Advisory Services does not support repricing since it undermines the incentive purpose of the plan. The use of options as an incentive means that employees must bear the same risks as shareholders in holding these options. Shareholder resolutions calling on companies to abandon the practice of repricing or to submit repricings to a shareholder vote will be supported.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking to limit repricing. |
| Vote for shareholder proposals asking the company to have option repricings submitted for shareholder ratification. |
Severance Agreements/Golden Parachutes
Golden parachutes are designed to protect the employees of a corporation in the event of a change in control. With Golden Parachutes senior level management employees receive a payout during a change in control at usually two to three times base salary.
|
Social Advisory Services Recommendation: Vote for shareholder proposals requiring that golden parachutes or executive severance agreements be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. |
Cash Balance Plans
A cash balance plan is a defined benefit plan that treats an earned retirement benefit as if it was a credit from a defined contribution plan, but which provides a stated benefit at the end of its term. Because employer contributions to these plans are credited evenly over the life of a plan, and not based on a seniority formula they may reduce payouts to long-term employees who are currently vested in plans.
Cash-balance pension conversions have undergone congressional and federal agency scrutiny following high-profile EEOC complaints on age discrimination and employee anger at companies like IBM. While significant change is unlikely in the short-tm, business interests were concerned enough that the National Association of Manufacturers and other business lobbies formed a Capitol Hill coalition to preserve the essential features of the plans and to overturn an IRS ruling. Driving the push behind conversions from traditional pension plans to cash-balance plans are the substantial savings that companies generate in the process. Critics point out that these savings are gained at the expense of the most senior employees. Resolutions call on corporate boards to establish a committee of outside directors to prepare a report to shareholders on the potential impact of pension-related proposals now being considered by national policymakers in reaction to the controversy spawned by the plans.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals calling for non-discrimination in retirement benefits. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 58 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Vote for shareholder proposals asking a company to give employees the option of electing to participate in either a cash balance plan or in a defined benefit plan. |
Performance-Based Equity Awards
Social Advisory Services supports compensating executives at a reasonable rate and believes that executive compensation should be strongly correlated to performance. Social Advisory Services supports equity awards that provide challenging performance objectives and serve to motivate executives to superior performance and as performance-contingent stock options as a significant component of compensation.
|
Social Advisory Services Recommendation: Vote case-by-case on shareholder proposal requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps: |
| First, vote for shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a substantial portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a premium of at least 25 percent and higher to be considered performance-based awards. |
| Second, assess the rigor of the companys performance-based equity program. If the bar set for the performance-based program is too low based on the companys historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout, vote for the shareholder proposal due to programs poor design. If the company does not disclose the performance metric of the performance-based equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test. |
In general, vote for the shareholder proposal if the company does not meet both of the above two steps.
Pay for Superior Performance
|
Social Advisory Services Recommendation: Generally vote for shareholder proposals based on a case-by-case analysis that requests the board establish a pay-for-superior performance standard in the companys executive compensation plan for senior executives. The proposal has the following principles: |
| Sets compensation targets for the Plans annual and long-term incentive pay components at or below the peer group median; |
| Delivers a majority of the Plans target long-term compensation through performance-vested, not simply time-vested, equity awards; |
| Provides the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
| Establishes performance targets for each plan financial metric relative to the performance of the companys peer companies; |
| Limits payment under the annual and performance-vested long-term incentive components of the plan to when the companys performance on its selected financial performance metrics exceeds peer group median performance. |
Consider the following factors in evaluating this proposal:
| What aspects of the companys annual and long-term equity incentive programs are performance driven? |
| If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 59 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Can shareholders assess the correlation between pay and performance based on the current disclosure? |
| What type of industry and stage of business cycle does the company belong to? |
Link Compensation to Non-Financial Factors
Proponents of these proposals feel that social and environmental criteria should be factored into the formulas used in determining executive compensation packages. The shareholder sponsors of the resolutions look to companies to review current compensation practices and to include social or environmental performance criteria such as accounting for poor corporate citizenship and meeting environmental or workplace safety objectives and metrics when evaluating executive compensation. Some of the non-financial criteria that proponents of these resolutions seek to be incorporated in compensation program design include workplace safety, environmental stewardship, or diversity and customer/employee satisfaction as part of a written policy used to align compensation with performance on non-financial factors alongside financial criteria.
Proponents believe that factors such as poor environmental performance, workplace lawsuits, etc. could have a significant adverse impact on a companys financial performance if not proactively and adequately addressed, and that these factors should be considered along with traditional financial considerations when determining executive pay. The significant stock price declines and massive losses in shareholder value stemming from the BP Deepwater Horizon oil rig disaster and the tragic explosion at Massey Energys Upper Big Branch mine that killed 29 employees is a sobering reminder of the need to have the right management incentives in place to ensure that social and environmental risks are actively managed and mitigated against. Given the proliferation of derivative lawsuits targeted at firms such as Halliburton, Transocean and Cameron International that were suppliers to or partners with BP in a capacity that ignored safety considerations or that contributed to the economic and ecological disaster, investors are increasingly mindful of the far-reaching implications that exposure to social or environmental risks could have on shareholder value at portfolio companies.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals calling for linkage of executive pay to non-financial factors including performance against social and environmental goals, customer/employee satisfaction, corporate downsizing, community involvement, human rights, or predatory lending. |
| Vote for shareholder proposals seeking reports on linking executive pay to non-financial factors. |
Advisory Vote on Executive Compensation (Say-on-Pay) Shareholder Proposals
|
Social Advisory Services Recommendation: Generally, vote for shareholder proposals that call for non-binding shareholder ratification of the compensation of the Named Executive Officers and the accompanying narrative disclosure of material factors provided to understand the Summary Compensation Table. |
Termination of Employment Prior to Severance Payment and Eliminating Accelerated Vesting of Unvested Equity
|
Social Advisory Services Recommendation: Generally vote for proposals seeking a policy that prohibits acceleration of the vesting of equity awards to senior executives in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control). |
Vote on a case-by-case on shareholder proposals seeking a policy requiring termination of employment prior to severance payment, and eliminating accelerated vesting of unvested equity. The following factors will be taken into regarding this policy:
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 60 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| The companys current treatment of equity in change-of-control situations (i.e. is it double triggered, does it allow for the assumption of equity by acquiring company, the treatment of performance shares; |
| Current employment agreements, including potential problematic pay practices such as gross-ups embedded in those agreements. |
Tax Gross-up Proposals
|
Social Advisory Services Recommendation: Generally vote for proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy. |
Compensation Consultants - Disclosure of Board or Companys Utilization
|
Social Advisory Services Recommendation: Generally vote for shareholder proposals seeking disclosure regarding the Company, Board, or Compensation Committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
Golden Coffins/Executive Death Benefits
|
Social Advisory Services Recommendation: Generally vote for proposals calling companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals that the broad-based employee population is eligible. |
Recoup Bonuses
|
Social Advisory Services Recommendation: Vote on a case-by-case on proposals to recoup unearned incentive bonuses or other incentive payments made to senior executives if it is later determined that the figures upon which incentive compensation is earned later turn out to have been in error. This is line with the clawback provision in the Troubled Asset Relief Program. Many companies have adopted policies that permit recoupment in cases where fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. The following will be taken into consideration: |
| If the company has adopted a formal recoupment bonus policy; |
| If the company has chronic restatement history or material financial problems; |
| If the companys policy substantially addresses the concerns raised by the proponent. |
Adopt Anti-Hedging/Pledging/Speculative Investments Policy
|
Social Advisory Services Recommendation: Generally vote for proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the companys existing policies regarding responsible use of company stock will be considered. |
Bonus Banking
|
Social Advisory Services Recommendation: Vote case-by-case on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors: |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 61 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| The companys past practices regarding equity and cash compensation; |
| Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and |
| Whether the company has a rigorous claw-back policy in place. |
Hold Equity Past Retirement or for a Significant Period of Time
|
Social Advisory Services Recommendation: Vote case-by-case on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain a portion of net shares acquired through compensation plans. |
The following factors will be taken into account:
| The percentage/ratio of net shares required to be retained; |
| The time period required to retain the shares; |
| Whether the company has equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements; |
| Whether the company has any other policies aimed at mitigating risk taking by executives; |
| Executives actual stock ownership and the degree to which it meets or exceeds the proponents suggested holding period/retention ratio or the companys existing requirements; and |
| Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus. |
Non-Deductible Compensation
|
Social Advisory Services Recommendation: Generally vote for proposals seeking disclosure of the extent to which the company paid non-deductible compensation to senior executives due to Internal Revenue Code Section 162(m), while considering the companys existing disclosure practices. |
Pre-Arranged Trading Plans (10b5-1 Plans)
|
Social Advisory Services Recommendation: Generally vote for shareholder proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include: |
| Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed within two business days in a Form 8-K; |
| Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board; |
| Ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
| Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
| An executive may not trade in company stock outside the 10b5-1 Plan; |
| Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 62 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
7. MERGERS AND CORPORATE RESTRUCTURINGS
A merger occurs when one corporation is absorbed into another and ceases to exist. The surviving company gains all the rights, privileges, powers, duties, obligations and liabilities of the merged corporation. The shareholders of the absorbed company receive stock or securities of the surviving company or other consideration as provided by the plan of merger. Mergers, consolidations, share exchanges, and sale of assets are friendly in nature, which is to say that both sides have agreed to the combination or acquisition of assets.
Shareholder approval for an acquiring company is generally not required under state law or stock exchange regulations unless the acquisition is in the form of a stock transaction which would result in the issue of 20 percent or more of the acquirers outstanding shares or voting power, or unless the two entities involved require that shareholders approve the deal. Under most state laws, however, a target company must submit merger agreements to a shareholder vote. Shareholder approval is required in the formation of a consolidated corporation.
Mergers and Acquisitions
M&A analyses are inherently a balance of competing factors. Bright line rules are difficult if not impossible to apply to a world where every deal is different. Ultimately, the question for shareholders (both of the acquirer and the target) is the following: Is the valuation fair? Shareholders of the acquirer may be concerned that the deal values the target too highly. Shareholders of the target may be concerned that the deal undervalues their interests.
Vote recommendation will be based on primarily an analysis of shareholder value, which itself can be affected by ancillary factors such as the negotiation process. The importance of other factors, including corporate governance and social and environmental considerations however, should not fail to be recognized.
|
Social Advisory Services Recommendation: Votes on mergers and acquisitions are considered on a case-by-case basis. A review and evaluation of the merits and drawbacks of the proposed transaction is conducted, balancing various and sometimes countervailing factors including: |
| Valuation - is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale; |
| Market reaction - how has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal; |
| Strategic rationale - does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions; |
| Negotiations and process - were the terms of the transaction negotiated at arms-length? Was the process fair and equitable? |
| Conflicts of interest - are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? |
| Governance - will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? |
| Stakeholder impact - impact on community stakeholders and workforce including impact on stakeholders, such as job loss, community lending, equal opportunity, impact on environment etc. |
Corporate Reorganization/Restructuring Plans (Bankruptcy)
The recent financial crisis has placed Chapter 11 bankruptcy reorganizations as a potential alternative for distressed companies. While the number of bankruptcies has risen over the past year as evidenced by many firms, including
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 63 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
General Motors and Lehman Brothers, the prevalence of these reorganizations can vary year over year due to, among other things, market conditions and a companys ability to sustain its operations. Additionally, the amount of time that lapses between a particular companys entrance into Chapter 11 and its submission of a plan of reorganization varies significantly depending on the complexity, timing, and jurisdiction of the particular case. These plans are often put to a vote of shareholders (in addition to other interested parties), as required by the Bankruptcy Code.
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to: |
| Estimated value and financial prospects of the reorganized company; |
| Percentage ownership of current shareholders in the reorganized company; |
| Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee); |
| The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s); |
| Existence of a superior alternative to the plan of reorganization; |
| Governance of the reorganized company. |
Special Purpose Acquisition Corporations (SPACs)
|
Social Advisory Services Recommendation: Vote case-by-case on SPAC mergers and acquisitions taking into account the following: |
| Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target, if it is a private entity. |
| Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analyzing the one-day impact on the unaffected stock price. |
| Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date. |
| Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors. |
| Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80 percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24 month timeframe. |
| Voting agreements - Are the sponsors entering into enter into any voting agreements/tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights? |
| Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger? |
| Stakeholder Impact- impact on community stakeholders and workforce including impact on stakeholders, such as job loss, community lending, equal opportunity, impact on environment etc. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 64 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions
|
Social Advisory Services Recommendation: Vote case-by-case on SPAC extension proposals taking into account the length of the requested extension, the status of any pending transaction(s) or progression of the acquisition process, any added incentive for non-redeeming shareholders, and any prior extension requests. |
| Length of request: Typically, extension requests range from two to six months, depending on the progression of the SPACs acquistion process. |
| Pending transaction(s) or progression of the acquisition process: Sometimes an intial business combination was already put to a shareholder vote, but, for varying reasons, the transaction could not be consummated by the termination date and the SPAC is requesting an extension. Other times, the SPAC has entered into a definitive transaction agreement, but needs additional time to consummate or hold the shareholder meeting. |
| Added incentive for non-redeeming shareholders: Sometimes the SPAC sponsor (or other insiders) will contribute, typically as a loan to the company, additional funds that will be added to the redemption value of each public share as long as such shares are not redeemed in connection with the extension request. The purpose of the equity kicker is to incentivize shareholders to hold their shares through the end of the requested extension or until the time the transaction is put to a shareholder vote, rather than electing redeemption at the extension proposal meeting. |
| Prior extension requests: Some SPACs request additional time beyond the extension period sought in prior extension requests. |
Spin-offs
|
Social Advisory Services Recommendation: Votes on spin-offs should be considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, valuation of spinoff, fairness opinion, benefits to the parent company, conflicts of interest, managerial incentives, corporate governance changes, changes in the capital structure. |
Asset Purchases
|
Social Advisory Services Recommendation: Votes on asset purchase proposals should be made on a case-by-case after considering the purchase price, fairness opinion, financial and strategic benefits, how the deal was negotiated, conflicts of interest, other alternatives for the business, non-completion risk. |
Asset Sales
|
Social Advisory Services Recommendation: Votes on asset sales should be made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, potential elimination of diseconomies, anticipated financial and operating benefits, anticipated use of funds, fairness opinion, how the deal was negotiated, and conflicts of interest. |
Liquidations
|
Social Advisory Services Recommendation: Votes on liquidations should be made on a case-by-case basis after reviewing managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation. Vote for the liquidation if the company will file for bankruptcy if the proposal is not approved. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 65 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Joint Ventures
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to form joint ventures, taking into account percentage of assets/business contributed, percentage ownership, financial and strategic benefits, governance structure, conflicts of interest, other alternatives and non-completion risk. |
Appraisal Rights
Rights of appraisal provide shareholders who do not approve of the terms of certain corporate transactions the right to demand a judicial review in order to determine the fair value for their shares. The right of appraisal generally applies to mergers, sales of essentially all assets of the corporation, and charter amendments that may have a materially adverse effect on the rights of dissenting shareholders.
|
Social Advisory Services Recommendation: Vote for proposals to restore, or provide shareholders with, rights of appraisal. |
Going Private/Dark Transactions (Leveraged buyouts and Minority Squeeze-outs)
|
Social Advisory Services Recommendation: Vote case-by-case on going private transactions, taking into account the following: offer price/premium, fairness opinion, how the deal was negotiated, conflicts of interest, other alternatives/offers considered, and non-completion risk. |
Vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:
| Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); |
| Balanced interests of continuing vs. cashed-out shareholders, taking into account the following: |
| Are all shareholders able to participate in the transaction? |
| Will there be a liquid market for remaining shareholders following the transaction? |
| Does the company have strong corporate governance? |
| Will insiders reap the gains of control following the proposed transaction? |
| Does the state of incorporation have laws requiring continued reporting that may benefit shareholders? |
Private Placements/Warrants/Convertible Debentures
|
Social Advisory Services Recommendation: Vote case-by-case on proposals regarding private placements taking into consideration: |
| Dilution to existing shareholders position. |
| The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. |
| Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; conversion features; termination penalties; exit strategy. |
| The terms of the offer should be weighed against the alternatives of the company and in light of companys financial issues. |
| When evaluating the magnitude of a private placement discount or premium, Social Advisory Services will consider whether it is affected by liquidity, due diligence, control and monitoring issues, capital scarcity, information asymmetry and anticipation of future performance. |
| Financial issues include but are not limited to examining the following: a) companys financial situation; b) degree of need for capital; c) use of proceeds; d) effect of the financing on the companys cost of capital; e) current and proposed cash burn rate; and f) going concern viability and the state of the capital and credit markets. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 66 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Managements efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives. A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger or sale of part or all of the company. |
| Control issues including: a) Change in management; b) change in control; c) guaranteed board and committee seats; d) standstill provisions; e) voting agreements; f) veto power over certain corporate actions. |
| Minority versus majority ownership and corresponding minority discount or majority control premium |
| Conflicts of interest |
| Conflicts of interest should be viewed from the perspective of the company and the investor. |
| Were the terms of the transaction negotiated at arms-length? Are managerial incentives aligned with shareholder interests? |
| Market reaction |
| The markets response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analyzing the one day impact on the unaffected stock price. |
Vote for the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.
Formation of Holding Company
|
Social Advisory Services Recommendation: |
| Vote case-by-case on proposals regarding the formation of a holding company, taking into consideration: a) the reasons for the change; b) any financial or tax benefits; c) regulatory benefits; d) increases in capital structure; and e) changes to the articles of incorporation or bylaws of the company. |
| Vote against the formation of a holding company, absent compelling financial reasons to support the transaction, if the transaction would include either: a) increases in common or preferred stock in excess of the allowable maximum; or b) adverse changes in shareholder rights. |
Value Maximization Shareholder Proposals
|
Social Advisory Services Recommendation: Vote case-by-case on shareholder proposals seeking to maximize shareholder value by hiring a financial advisor to explore strategic alternatives, selling the company or liquidating the company and distributing the proceeds to shareholders. These proposals should be evaluated based on the following factors: |
| Prolonged poor performance with no turnaround in sight; |
| Signs of entrenched board and management; |
| Strategic plan in place for improving value; |
| Likelihood of receiving reasonable value in a sale or dissolution; |
| Whether company is actively exploring its strategic options, including retaining a financial advisor. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 67 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
8. SOCIAL AND ENVIRONMENTAL PROPOSALS
Socially responsible shareholder resolutions are receiving a great deal more attention from institutional shareholders today than they have in the past. In addition to the moral and ethical considerations intrinsic to many of these proposals, there is a growing recognition of their potential impact on the economic performance of the company. Among the reasons for this change are:
| The number and variety of shareholder resolutions on social and environmental issues has increased; |
| Many of the sponsors and supporters of these resolutions are large institutional shareholders with significant holdings, and therefore, greater direct influence on the outcomes; |
| The proposals are more sophisticated better written, more focused, and more sensitive to the feasibility of implementation; |
| Investors now understand that a companys response to social and environmental issues can have serious economic consequences for the company and its shareholders. |
|
Social Advisory Services Recommendation: Generally vote for social and environmental shareholder proposals that promote good corporate citizens while enhancing long-term shareholder and stakeholder value. Vote for disclosure reports that seek additional information particularly when it appears companies have not adequately addressed shareholders social, workforce, and environmental concerns. In determining vote recommendations on shareholder social, workforce, and environmental proposals, Social Advisory Services will analyze the following factors: |
| Whether the proposal itself is well framed and reasonable; |
| Whether adoption of the proposal would have either a positive or negative impact on the companys short-term or long-term share value; |
| Whether the companys analysis and voting recommendation to shareholders is persuasive; |
| The degree to which the companys stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; |
| Whether the subject of the proposal is best left to the discretion of the board; |
| Whether the issues presented in the proposal are best dealt with through legislation, government regulation, or company-specific action; |
| The companys approach compared with its peers or any industry standard practices for addressing the issue(s) raised by the proposal; |
| Whether the company has already responded in an appropriate or sufficient manner to the issue(s) raised in the proposal; |
| If the proposal requests increased disclosure or greater transparency, whether or not sufficient information is publically available to shareholders and whether it would be unduly burdensome for the company to compile and avail the requested information to shareholders in a more comprehensive or amalgamated fashion; |
| Whether implementation of the proposal would achieve the objectives sought in the proposal. |
In general, Social Advisory Services supports proposals that request the company to furnish information helpful to shareholders in evaluating the companys operations. In order to be able to intelligently monitor their investments shareholders often need information best provided by the company in which they have invested. Requests to report such information will merit support. Requests to establish special committees of the board to address broad corporate policy and provide forums for ongoing dialogue on issues including, but not limited to shareholder relations, the environment, human rights, occupational health and safety, and executive compensation, will generally be supported, particularly when they appear to offer a potentially effective method for enhancing shareholder value. We will closely evaluate proposals that ask the company to cease certain actions that the proponent believes are harmful to society or some segment of society with special attention to the companys legal and ethical obligations, its ability to remain profitable, and potential negative publicity if the company fails to honor the request. Social Advisory Services supports shareholder proposals that improve the companys public image, and reduce exposure to liabilities.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 68 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Diversity and Equality
Significant progress has been made in recent years in the advancement of women and racial minorities in the workplace and the establishment of greater protections against discriminatory practices in the workplace. In the U.S, there are many civil rights laws that are enforced by the Equal Employment Opportunity Commission. The Civil Rights Act of 1964 prohibits discrimination based on race, color, religion, sex and nationality. However, discrimination on the basis of race, gender, religion, nationality, and sexual preference continues. The SECs revised disclosure rules now require information on how boards factor diversity into the director nomination process, as well as disclosure on how the board assesses the effectiveness of its diversity policy. Shareholder proposals on diversity may target a companys board nomination procedures or seek greater disclosure on a companys programs and procedures on increasing the diversity of its workforce, and make reference to one or more of the following points:
| Violations of workplace anti-discrimination laws lead to expensive litigation and damaged corporate reputations that are not in the best interests of shareholders; |
| Employers already prepare employee diversity reports for the EEOC, so preparing a similar report to shareholders can be done at minimal cost; |
| The presence of women, ethnic minorities and union members in workforce and customer pools gives companies with diversified boards a practical advantage over their competitors as a result of their unique perspectives; |
| Efforts to include women, minorities and union representatives on corporate boards can be made at reasonable costs; |
| Reports can be prepared at reasonable expense describing efforts to encourage diversified representation on their boards; |
| Board diversification increases the pool of the companys potential investors because more and more investors are favoring companies with diverse boards; |
| A commitment to diversity in the workforce can lead to superior financial returns. |
Add Women and Minorities to the Board
Board diversification proposals ask companies to put systems in place to increase the representation of women, racial minorities, union members or other underrepresented minority groups on boards of directors. In prior years, board diversification proposals requested that companies nominate board members from certain constituencies, appoint special committees to recommend underrepresented classes of board members, establish board positions reserved for representatives of certain groups, or simply make greater efforts to nominate women and ethnic minorities to their boards.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals that ask the company to take steps to nominate more women and racial minorities to the board. |
| Vote for shareholder proposals asking for reports on board diversity. |
| Vote for shareholder proposals asking companies to adopt nomination charters or amend existing charters to include reasonable language addressing diversity. |
Report on the Distribution of Stock Options by Gender and Race
Companies have received requests from shareholders to prepare reports documenting the distribution of the stock options and restricted stock awards by race and gender of the recipient. Proponents of these proposals argue that, in the future, there will be a shift toward basing racial and gender discrimination suits on the distribution of corporate wealth through stock options. The appearance of these proposals is also in response to the nationwide wage gap and under representation of minorities and women at the highest levels of compensation.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 69 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking companies to report on the distribution of stock options by race and gender of the recipient. |
Prepare Report/Promote EEOC-Related Activities
Filers of proposals on this issue generally ask a company to make available, at reasonable cost and omitting proprietary information, data the company includes in its annual report to the Equal Employment Opportunity Commission (EEOC) outlining the make-up of its workforce by race, gender and position. Shareholders also ask companies to report on any efforts they are making to advance the representation of women and ethnic minorities in jobs in which they have been historically underrepresented, such as sales and management. The costs of violating federal laws that prohibit discrimination by corporations are high and can affect corporate earnings. The Equal Opportunities Employment Commission does not release the companies filings to the public, unless it is involved in litigation, and this information is difficult to obtain from other sources. Companies need to be sensitive to minority employment issues as the new evolving work force becomes increasingly diverse. This information can be provided with little cost to the company and does not create an unreasonable burden on management.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals that ask the company to report on its diversity and/or affirmative action programs. |
| Vote for shareholder proposals calling for legal and regulatory compliance and public reporting related to non-discrimination, affirmative action, workplace health and safety, and labor policies and practices that effect long-term corporate performance. |
| Vote for shareholder proposals requesting nondiscrimination in salary, wages and all benefits. |
| Vote for shareholder proposals calling for action on equal employment opportunity and antidiscrimination. |
Report on Progress Towards Glass Ceiling Commission Recommendations
In November 1995, the Glass Ceiling Commission (Commission), a bipartisan panel of leaders from business and government, issued a report describing an unseen yet unbreachable barrier that keeps women and minorities from rising to the upper rungs of the corporate ladder. The Commission recommended that companies take practical steps to rectify this disparity, such as including diversity goals in business plans, committing to affirmative action for qualified employees and initiating family-friendly labor policies. Shareholders have submitted proposals asking companies to report on progress made toward the Commissions recommendations.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals that ask the company to report on its progress against the Glass Ceiling Commissions recommendations. |
| Vote for shareholder proposals seeking to eliminate the glass ceiling for women and minority employees. |
Prohibit Discrimination on the Basis of Sexual Orientation or Gender Identity
Federal law does not ban workplace discrimination against gay and lesbian employees, and only some states have enacted workplace protections for these employees. Although an increasing number of US companies have explicitly banned discrimination on the basis of sexual orientation or gender identity in their equal employment opportunity (EEO) statements, many still do not. Shareholder proponents and other activist groups concerned with gay and lesbian rights, such as the Human Rights Campaign (HRC) and the Pride Foundation, have targeted U.S. companies that do not specifically restrict discrimination on the basis of sexual orientation in their EEO statements. Shareholder proposals on this topic ask companies to change the language of their EEO statements in order to put in place anti-discrimination protection for their gay and lesbian employees. In addition, proposals may seek disclosure on a companys general initiatives to create a workplace free of discrimination on the basis of sexual orientation, including reference to such
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 70 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
items as support of gay and lesbian employee groups, diversity training that addresses sexual orientation, and non-medical benefits to domestic partners of gay and lesbian employees.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to include language in EEO statements specifically barring discrimination on the basis of sexual orientation or gender identity. |
| Vote for shareholder proposals seeking reports on a companys initiatives to create a workplace free of discrimination on the basis of sexual orientation or gender identity. |
| Vote against shareholder proposals that seek to eliminate protection already afforded to gay and lesbian employees. |
Report on/Eliminate Use of Racial Stereotypes in Advertising
Many companies continue to use racial stereotypes or images perceived as racially insensitive in their advertising campaigns. Filers of shareholder proposals on this topic often request companies to give more careful consideration to the symbols and images that are used to promote the company.
|
Social Advisory Services Recommendation: Vote for shareholder proposals seeking more careful consideration of using racial stereotypes in advertising campaigns, including preparation of a report on this issue. |
Gender Pay Gap
Over the past three years shareholders have filed resolutions requesting that companies report whether a gender pay gap exists, and if so, what measures are being taken to eliminate the gap. While primarily filed at technology firms, in 2017, the resolutions were also filed at firms in the financial services, insurance, healthcare, and telecommunication sectors. Proponents are expected to continue this campaign by engaging companies and filing shareholder proposals on this issue.
|
Social Advisory Services Recommendation: Vote for requests for reports on a companys pay data by gender, or a report on a companys policies and goals to reduce any gender pay gap. |
Labor and Human Rights
Investors, international human rights groups, and labor advocacy groups have long been making attempts to safeguard worker rights in the international marketplace. In instances where companies themselves operate factories in developing countries for example, these advocates have asked that the companies adopt global corporate standards that guarantee sustainable wages and safe working conditions for their workers abroad. Companies that contract out portions of their manufacturing operations to foreign companies have been asked to ensure that the products they receive from those contractors have not been made using forced labor, child labor, or sweatshop labor. These companies are asked to adopt formal vendor standards that, among other things, include some sort of monitoring mechanism. Globalization, relocation of production overseas, and widespread use of subcontractors and vendors, often make it difficult to obtain a complete picture of a companys labor practices in global markets. Recent deadly accidents at factories, notably in Bangladesh and in Pakistan, have continued to intensify these concerns. Many investors believe that companies would benefit from adopting a human rights policy based on the Universal Declaration of Human Rights and the International Labour Organizations Core Labor Standards. Efforts that seek greater disclosure on a companys global labor practices, including its supply chain, and that seek to establish minimum standards for a companys operations will be supported. In addition, requests for independent monitoring of overseas operations will be supported.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 71 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Social Advisory Services generally supports proposals that call for the adoption and/or enforcement of principles or codes relating to countries in which there are systematic violations of human rights; such as the use of slave, child, or prison labor; a government that is illegitimate; or there is a call by human rights advocates, pro-democracy organizations, or legitimately-elected representatives for economic sanctions. The use of child, sweatshop, or forced labor is unethical and can damage corporate reputations. Poor labor practices can lead to litigation against the company, which can be costly and time consuming.
Codes of Conduct and Vendor Standards
In recent years, an increasing number of shareholder proposals have been submitted that pertain to the adoption of codes of conduct or provision, greater disclosure on a companys international workplace standards, or that request human rights risk assessment. Companies have been asked to adopt a number of different types of codes, including a workplace code of conduct, standards for international business operations, human rights standards, International Labour Organization (ILO) standards and the SA 8000 principles. The ILO is an independent agency of the United Nations which consists of 185 member nations represented by workers, employers, and governments. The ILOs general mandate is to promote a decent workplace for all individuals. The ILO sets international labor standards in the form of its conventions and then monitors compliance with the standards. The seven conventions of the ILO fall under four broad categories: Right to organize and bargain collectively, Nondiscrimination in employment, Abolition of forced labor, and End of child labor. Each of the 185 member nations of the ILO is bound to respect and promote these rights to the best of their abilities. SA 8000 is a set of labor standards, based on the principles of the ILO conventions and other human rights conventions, and covers eight workplace conditions, including: child labor, forced labor, health and safety, freedom of association and the right to collective bargaining, discrimination, disciplinary practices, working hours and compensation. The Global Sullivan Principles are a set of guidelines that support economic, social and political justice by companies where they do business; to support human rights and to encourage equal opportunity at all levels of employment.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to implement human rights standards and workplace codes of conduct. |
| Vote for shareholder proposals calling for the implementation and reporting on ILO codes of conduct, SA 8000 Standards, or the Global Sullivan Principles. |
| Vote for shareholder proposals that call for the adoption of principles or codes of conduct relating to company investments in countries with patterns of human rights abuses (e.g. Northern Ireland, Burma, former Soviet Union, and China). |
| Vote for shareholder proposals that call for independent monitoring programs in conjunction with local and respected religious and human rights groups to monitor supplier and licensee compliance with codes. |
| Vote for shareholder proposals that seek publication of a Code of Conduct by the companys foreign suppliers and licensees, requiring that they satisfy all applicable standards and laws protecting employees wages, benefits, working conditions, freedom of association, and other rights. |
| Vote for proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process. |
| Vote for shareholder proposals seeking reports on, or the adoption of, vendor standards including: reporting on incentives to encourage suppliers to raise standards rather than terminate contracts and providing public disclosure of contract supplier reviews on a regular basis. |
| Vote for shareholder proposals to adopt labor standards for foreign and domestic suppliers to ensure that the company will not do business with foreign suppliers that manufacture products for sale in the U.S. using forced labor, child labor, or that fail to comply with applicable laws protecting employees wages and working conditions. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 72 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Adopt/Report on MacBride Principles
These resolutions have called for the adoption of the MacBride Principles for operations located in Northern Ireland. They request companies operating abroad to support the equal employment opportunity policies that apply in facilities they operate domestically. The principles were established to address the sectarian hiring problems between Protestants and Catholics in Northern Ireland. It is well documented that Northern Irelands Catholic community faced much higher unemployment figures than the Protestant community. In response to this problem, the U.K. government instituted the New Fair Employment Act of 1989 (and subsequent amendments) to address the sectarian hiring problems.
Many companies believe that the Act adequately addresses the problems and that further action, including adoption of the MacBride Principles, only duplicates the efforts already underway. In evaluating a proposal to adopt the MacBride Principles, shareholders must decide whether the principles will cause companies to divest, and therefore worsen the unemployment problem, or whether the principles will promote equal hiring practices. Proponents believe that the Fair Employment Act does not sufficiently address the sectarian hiring problems. They argue that the MacBride Principles serve to stabilize the situation and promote further investment.
|
Social Advisory Services Recommendation: Vote for shareholder proposals to report on or implement the MacBride Principles. |
Community Impact Assessment/Indigenous Peoples Rights
In recent years, a number of U.S. public companies have found their operations or expansion plans in conflict with local indigenous groups. In order to improve their standing with indigenous groups and decrease any negative publicity companies may face, some concerned shareholders have sought reports requesting that companies review their obligations, actions and presence on these groups. Some have also requested these companies adopt policies based on the Draft UN Declaration on the Rights of Indigenous Peoples and the Organization of American States (OAS) American Declaration on rights of Indigenous Peoples. Some companies such as Starbucks have reached agreements with local governments to ensure better business practices for products produced by indigenous groups. Shareholders, concerned with the negative impact that the companys operations may have on the indigenous peoples land and community, have sought reports detailing the impact of the companys actions and presence on these groups.
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking to prepare reports on a companys environmental and health impact on communities. |
Report on Risks of Outsourcing
Consumer interest in keeping costs low through comparison shopping, coupled with breakthroughs in productivity have prompted companies to look for methods of increasing profit margins while keeping prices competitive. Through a practice known as off-shoring, the outsourcing or moving of manufacturing and service operations to foreign markets with lower labor costs, companies have found one method where the perceived savings potential is quite substantial. Shareholder opponents of outsourcing argue that there may be long-term consequences to offshore outsourcing that outweigh short-term benefits such as backlash from a public already sensitive to off-shoring, security risks from information technology development overseas, and diminished employee morale. Shareholder proposals addressing outsourcing ask that companies prepare a report to shareholders evaluating the risk to the companys brand name and reputation in the U.S. from outsourcing and off-shoring of manufacturing and service work to other countries.
|
Social Advisory Services Recommendation: Vote for shareholders proposals asking companies to report on the risks associated with outsourcing or off-shoring. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 73 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Report on the Impact of Health Pandemics on Company Operations
Sub-Saharan Africa is the most affected region in the world with regard to the HIV/AIDS pandemic. With limited access to antiretroviral treatment for HIV/AIDS, the increasing death toll is expected to have profound social, political and economic impact on that region and the companies or industries with operations in Sub-Saharan Africa. In the past, shareholder proposals asked companies to develop policies to provide affordable HIV/AIDS, malaria, and tuberculosis drugs in third-world countries. However, in recent years, shareholders have changed their tactic, asking instead for reports on the impact of these pandemics on company operations, including both pharmaceutical and non-pharmaceutical companies operating in high-risk areas. This change is consistent with the general shift in shareholder proposals towards risk assessment and mitigation.
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking for companies to report on the impact of pandemics, such as HIV/AIDS, malaria, and tuberculosis, on their business strategies. |
Operations in High Risk Markets
In recent years, shareholder advocates and human rights organizations have highlighted concerns associated with companies operating in regions that are politically unstable, including state sponsors of terror. The U.S. government has active trade sanction regimes in place against a number of countries, including Cuba, Iran, North Korea, Sudan, and Syria, among others. These sanctions are enforced by the Office of Foreign Assets Control, which is part of the U.S. Department of the Treasury. However, these countries do not comprise an exhaustive list of countries considered to be high-risk markets.
Shareholder proponents have filed resolutions addressing a variety of concerns around how investments and operations in high-risk regions may support, or be perceived to support, potentially oppressive governments. Proponents contend that operations in these countries may lead to potential reputational, regulatory, and/or supply chain risks as a result of operational disruptions. Concerned shareholders have requested investment withdrawals or cessation of operations in high-risk markets as well as reports on operations in high-risk markets. Such reports may seek additional disclosure from companies on criteria employed for investing in, continuing to operate in, and withdrawing from specific countries.
Depending on the countrys human rights record, investors have also asked companies to refrain from commencing new projects in the country of concern until improvements are made. In addition, investors have sought greater disclosure on the nature of a companys involvement in the country and on the impact of their involvement or operations.
|
Social Advisory Services Recommendation: Vote for requests for a review of and a report outlining the companys potential financial and reputation risks associated with operations in high-risk markets, such as a terrorism-sponsoring state or otherwise, taking into account: |
| The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption; |
| Current disclosure of applicable risk assessment(s) and risk management procedures; |
| Compliance with U.S. sanctions and laws; |
| Consideration of other international policies, standards, and laws; |
| Whether the company has been recently involved in significant controversies or violations in high-risk markets. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 74 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Reports on Operations in Burma/Myanmar
Since the early 1960s, Burma (also known as Myanmar) has been ruled by a military dictatorship that has been condemned for human rights abuses, including slave labor, torture, rape and murder. Many companies have pulled out of Burma over the past decade given the controversy surrounding involvement in the country. Oil companies continue be the largest investors in Burma and therefore are the usual targets of shareholder proposals on this topic. However, proposals have also been filed at other companies, including financial companies, for their involvement in the country.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to adopt labor standards in connection with involvement in Burma. |
| Vote for shareholder proposals seeking reports on Burmese operations and reports on costs of continued involvement in the country. |
| Vote shareholder proposals to pull out of Burma on a case-by-case basis. |
Reports on Operations in China
Documented human rights abuses in China continue to raise concerns among investors, specifically with respect to alleged use of prison and child labor in manufacturing. Reports have identified U.S. companies with direct or indirect ties to companies controlled by the Chinese military, the Peoples Liberation Army (PLA), and hence links to prison labor. The U.S. Business Principles for Human Rights of Workers in China may help a company with operations in China avoid being blacklisted by U.S. states and municipalities, many of whom have limited their contracts with companies that fail to adopt similar principles in other countries recognized for committing gross human rights violations.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals requesting more disclosure on a companys involvement in China |
| Vote case-by-case on shareholder proposals that ask a company to terminate a project or investment in China. |
Product Sales to Repressive Regimes
Certain Internet technology companies have been accused of assisting repressive governments in violating human rights through the knowing misuse of their hardware and software. Human rights groups have accused companies such as Yahoo!, Cisco, Google, and Microsoft of allowing the Chinese government to censor and track down dissenting voices on the internet.
|
Social Advisory Services Recommendation: |
| Vote case-by-case on shareholder proposals requesting that companies cease product sales to repressive regimes that can be used to violate human rights. |
| Vote for proposals to report on company efforts to reduce the likelihood of product abuses in this manner. |
Internet Privacy/Censorship and Data Security
Information technology sector companies have been at the center of shareholder advocacy campaigns regarding concerns over Internet service companies and technology providers alleged cooperation with potentially repressive regimes, notably the Chinese government. Shareholder proposals, submitted at Yahoo!, Google, Microsoft, and Cisco, among others, asked companies to take steps to stop abetting repression and censorship of the Internet and/or review their human rights policies taking this issue into consideration. Resolution sponsors generally argue that the Chinese government is using IT company technologies to track, monitor, identify, and, ultimately, suppress political dissent. In the view of proponents, this process of surveillance and associated suppression violates internationally accepted norms outlined in the U.N. Universal Declaration of Human Rights.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 75 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
While early shareholder resolutions on Internet issues focused on censorship by repressive regimes and net neutrality, proponents have recently raised concerns regarding privacy and data security in the wake of increased breaches that result in the misuse of personal information. On Oct. 13, 2011, the Securities and Exchange Commission (SEC) issued a guidance document about the disclosure obligations relating to cybersecurity risks and cyber incidents. In the document, the SEC references the negative consequences that are associated with cyber-attacks, such as: remediation costs, including those required to repair relationships with customers and clients; increased cyber-security protection costs; lost revenues from unauthorized use of the information or missed opportunities to attract clients; litigation; and reputational damage. The document says that while the federal securities laws do not explicitly require disclosure of cybersecurity risks and incidents, some disclosure requirements may impose an obligation on the company to disclose such information and provides scenarios where disclosure may be required. A 2013 study by the Ponemon Institute found that the median annualized cost of cyber-attacks for the 60 organizations studied was $11.6 million. The study also found that the number of successful cyber-attacks among the 60 companies increased by 18 percent between 2012 and 2013, from 102 successful attacks on average per week to 122.
More recently, data security has been the focus of media outlets and a public concern. During the 2013 holiday shopping season, Target, Neiman Marcus, and other retailers were the targets of hackers looking to steal credit card numbers. It is estimated that as many as 40 million customer credit and debit card accounts were stolen at Target alone. These incidents preceded what many people consider the largest data security breach in the United States. In June 2013, major media outlets began releasing information about leaked classified documents disclosed by Edward Snowden, an NSA contractor. The documents revealed a government-run Internet and telephone surveillance program aimed at collecting metadata. As part of this operation, the government is said to have obtained from major U.S. telecommunications companies the call records of their customers.
|
Social Advisory Services Recommendation: Vote for resolutions requesting the disclosure and implementation of Internet privacy and censorship policies and procedures considering: |
| The level of disclosure of policies and procedures relating to privacy, freedom of speech, Internet censorship, and government monitoring of the Internet; |
| Engagement in dialogue with governments and/or relevant groups with respect to the Internet and the free flow of information; |
| The scope of business involvement and of investment in markets that maintain government censorship or monitoring of the Internet; |
| The market-specific laws or regulations applicable to Internet censorship or monitoring that may be imposed on the company; and |
| The level of controversy or litigation related to the companys international human rights policies and procedures. |
Disclosure on Plant Closings
Shareholders have asked that companies contemplating plant closures consider the impact of such closings on employees and the community, especially when such plan closures involve a communitys largest employers. Social Advisory Services usually recommends voting for greater disclosure of plant closing criteria. In cases where it can be shown that companies have been proactive and responsible in adopting these criteria, Social Advisory Services recommends against the proposal.
|
Social Advisory Services Recommendation: Vote for shareholder proposals seeking greater disclosure on plant closing criteria if the company has not provided such information. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 76 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Environment
Proposals addressing environmental and energy concerns are plentiful, and generally seek greater disclosure on a particular issue or seek to improve a companys environmental practices in order to protect the worlds natural resources. In addition, some proponents cite the negative financial implications for companies with poor environmental practices, including liabilities associated with site clean-ups and lawsuits, as well as arguments that energy efficient products and clean environmental practices are sustainable business practices that will contribute to long-term shareholder value. Shareholders proponents point out that the majority of independent atmospheric scientists agree that global warming poses a serious problem to the health and welfare of our planet, citing the findings of the Intergovernmental Panel on Climate Change. Shareholder activists argue that companies can report on their greenhouse gas emissions within a few months at reasonable cost. The general trend indicates a movement towards encouraging companies to have proactive environmental policies, focusing on maximizing the efficient use of non-renewable resources and minimizing threats of harm to human health or the environment.
Environmental/Sustainability Reports
Shareholders may request general environmental disclosures or reports on a specific location/operation, often requesting that the company detail the environmental risks and potential liabilities of a specific project. Increasingly, companies have begun reporting on environmental and sustainability issues using the Global Reporting Initiative (GRI) standards. The GRI was established in 1997 with the mission of developing globally applicable guidelines for reporting on economic, environmental, and social performance. The GRI was developed by Ceres, (formerly known as the Coalition for Environmentally Responsible Economies,CERES) in partnership with the United Nations Environment Programme (UNEP).
Ceres was formed in the wake of the March 1989 Exxon Valdez oil spill, when a consortium of investors, environmental groups, and religious organizations drafted what were originally named the Valdez Principles, and later to be renamed the CERES Principles. Corporate signatories to the CERES Principles pledge to publicly report on environmental issues, including protection of the biosphere, sustainable use of natural resources, reduction and disposal of wastes, energy conservation, and employee and community risk reduction in a standardized form.
The Equator Principles are the financial industrys benchmark for determining, assessing and managing social and environmental risk in project financing. The Principles were first launched in June 2003 and were ultimately adopted by over forty financial institutions during a three year implementation period. The principles were subsequently revised in July 2006 to take into account the new performance standards approved by the World Bank Groups International Finance Corporation (IFC). The third iteration of the Principles was launched in June 2013 and it amplified the banks commitments to social responsibility, including human rights, climate change, and transparency. Financial institutions adopt these principles to ensure that the projects they venture in are developed in a socially responsible manner and reflect sound environmental management practices.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking greater disclosure on the companys environmental and social practices, and/or associated risks and liabilities. |
| Vote for shareholder proposals asking companies to report in accordance with the Global Reporting Initiative (GRI). |
| Vote for shareholder proposals seeking the preparation of sustainability reports. |
| Vote for shareholder proposals to study or implement the CERES principles. |
| Vote for shareholder proposals to study or implement the Equator Principles. |
Climate Change/Greenhouse Gas Emissions
Climate change has emerged as the most significant environmental threat to the planet to date. Scientists generally agree that gases released by chemical reactions including the burning of fossil fuels contribute to a greenhouse effect
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 77 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
that traps the planets heat. Environmentalists claim that the Greenhouse Gases(GHG) produced by the industrial age have caused recent weather crises such as heat waves, rainstorms, melting glaciers, rising sea levels and receding coastlines. Climate change skeptics have described the rise and fall of global temperatures as naturally occurring phenomena and depicted human impact on climate change as minimal. Shareholder proposals requesting companies to issue a report to shareholders, at reasonable cost and omitting proprietary information, on greenhouse gas emissions ask that the report include descriptions of corporate efforts to reduce emissions, companies financial exposure and potential liability from operations that contribute to global warming, their direct or indirect efforts to promote the view that global warming is not a threat, and their goals in reducing these emissions from their operations. Shareholder proponents argue that there is scientific proof that the burning of fossil fuels causes global warming, that future legislation may make companies financially liable for their contributions to global warming, and that a report on the companys role in global warming can be assembled at reasonable cost.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking information on the financial, physical, or regulatory risks it faces related to climate change- on its operations and investments, or on how the company identifies, measures, and manage such risks. |
| Vote for shareholder proposals calling for the reduction of GHG or adoption of GHG goals in products and operations. |
| Vote for shareholder proposals seeking reports on responses to regulatory and public pressures surrounding climate change, and for disclosure of research that aided in setting company policies around climate change. |
| Vote for shareholder proposals requesting reports on greenhouse gas emissions from companies operations and/or products. |
Invest in Clean/Renewable Energy
Filers of proposals on renewable energy ask companies to increase their investment in renewable energy sources and to work to develop products that rely more on renewable energy sources. Increased use of renewable energy will reduce the negative environmental impact of energy companies. In addition, as supplies of oil and coal exist in the earth in limited quantities, renewable energy sources represent a competitive, and some would argue essential, long-term business strategy.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking the preparation of a report on a companys activities related to the development of renewable energy sources. |
| Vote for shareholder proposals seeking increased investment in renewable energy sources unless the terms of the resolution are overly restrictive. |
Energy Efficiency
Reducing the negative impact to the environment can be done through the use of more energy efficient practices and products. Shareholders propose that corporations should have energy efficient manufacturing processes and should market more energy efficient products. This can be done by utilizing renewable energy sources that are cost-competitive and by implementing energy efficient operations.
|
Social Advisory Services Recommendation: Vote for shareholder proposals requesting a report on company energy efficiency policies and/or goals. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 78 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Operations in Environmentally Sensitive Areas
Canadian Oil Sands
Proposals asking for a report on oil sands operations in the Athabasca region of Alberta, Canada have appeared at a number of oil and gas companies. Albertas oil sands contain a reserve largely thought to be one of the worlds largest potential energy sources. Rising oil sands production in Alberta has been paralleled with concerns from a variety of stakeholdersincluding environmental groups, local residents, and shareholdersregarding the environmental impacts of the complicated extraction and upgrading processes required to convert oil sands into a synthetic crude oil. The high viscosity of bitumen makes its extraction a challenging and resource-intensive process; the most common extraction technique involves pumping steam into the oil sands to lower the viscosity of bitumen in order to pump it to the surface.
One of the most prominent issues concerning oil sands is the large volume of greenhouse gases (GHG) associated with production. Oil sands are by far one of the most energy-intensive forms of oil production, releasing three times more GHG emissions from production than conventional oil.
Shareholders have kept up pressure on the issue of potential long-term risks to companies posed by the environmental, social, and economic challenges associated with Canadian oil sands operations. Resolutions on the topic have focused on requesting greater transparency on the ramifications of oil sands development projects.
Arctic National Wildlife Refuge
The Arctic National Wildlife Refuge (ANWR) is a federally protected wilderness along Alaskas North Slope. In the past, legislation proposed in both the House and Senate that, if passed, would allow a portion of this area to be leased to private companies for development and production of oil, has been witnessed. Oil companies have expressed an interest in bidding for these leases given the opportunity. In response, shareholder activists have filed resolutions asking these companies to cancel any plans to drill in the ANWR and cease their lobbying efforts to open the area for drilling. Proponents of shareholder proposals on this issue argue that the Coastal Plain section of the ANWR is the most environmentally sensitive area of the refuge, that the majority of Alaskas North Slope that is not federally designated wilderness already provides the oil industry with sufficient resources for oil production, and that advocates of drilling in ANWR overstate the benefit to be derived from opening the wilderness to oil production. Those in favor of opening the area up to drilling note that only a small portion of ANWR would be considered for exploration, and if drilling were to take place, it would be on less than one percent of the entire area, that modern technology reduces the environmental impact of oil drilling on both the land and surrounding wildlife, and that oil production in ANWR would have considerable benefit to company shareholders, Alaskans, and the United States as a whole.
|
Social Advisory Services Recommendation: |
| Vote for requests for reports on potential environmental damage as a result of company operations in protected regions. |
| Vote for shareholder proposals asking companies to prepare reports or adopt policies on operations that include mining, drilling or logging in environmentally sensitive areas. |
| Vote for shareholder proposals seeking to curb or reduce the sale of products manufactured from materials extracted from environmentally sensitive areas such as old growth forests. |
Hydraulic Fracturing
Shareholder proponents have elevated concerns on the use of hydraulic fracturing, an increasingly controversial process in which water, sand, and a mix of chemicals are blasted horizontally into tight layers of shale rock to extract
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 79 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
natural gas. As this practice has gained more widespread use, environmentalists have raised concerns that the chemicals mixed with sand and water to aid the fracturing process can contaminate ground water supplies. Proponents of resolutions at companies that employ hydraulic fracturing are also concerned that wastewater produced by the process could overload the waste treatment plants to which it is shipped. Shareholders have asked companies that utilize hydraulic fracturing to report on the environmental impact of the practice and to disclose policies aimed at reducing hazards from the process.
|
Social Advisory Services Recommendation: Vote for requests seeking greater transparency on the practice of hydraulic fracturing and its associated risks. |
Phase Out Chlorine-Based Chemicals
The Environmental Protection Agency (EPA) identified chlorine bleaching of pulp and paper as a major source of dioxin, a known human carcinogen linked to have negative effects to humans and animals. A number of shareholder proposals have been filed in recent years asking companies to report on the possible phase-out of chlorine bleaching in the production of paper because of the practices negative environmental impact.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to prepare a report on the phase-out of chlorine bleaching in paper production. |
| Vote on a case-by-case basis on shareholder proposals asking companies to cease or phase-out the use of chlorine bleaching. |
Land Procurement and Development
Certain real estate developers including big-box large retailers have received criticism over their processes for acquiring and developing land. Given a 2005 Supreme Court decision allowing for the usage of eminent domain laws in the U.S. to take land from property-owners for tax generating purposes, as well as certain controversies outside of the U.S. with land procurement, some shareholders would like assurances that companies are acting ethically and with local stakeholders in mind.
|
Social Advisory Services Recommendation: Vote for shareholder proposals requesting that companies report on or adopt policies for land procurement and utilize the policies in their decision-making. |
Report on the Sustainability of Concentrated Area Feeding Operations (CAFO)
The potential environmental impact on water, aquatic ecosystems, and local areas from odor and chemical discharges from CAFOs has led to lawsuits and EPA regulations. Certain shareholders have asked companies to provide additional details on their CAFOs in addition to those with which the companies contract to raise their livestock.
|
Social Advisory Services Recommendation: Vote for requests that companies report on the sustainability and the environmental impacts of both company-owned and contract livestock operations. |
Adopt a Comprehensive Recycling Policy
A number of companies have received proposals to step-up their recycling efforts, with the goal of reducing the companys negative impact on the environment and reducing costs over the long-term.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals requesting the preparation of a report on the companys recycling efforts. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 80 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Vote for shareholder proposals that ask companies to increase their recycling efforts or to adopt a formal recycling policy. |
Nuclear Energy
Nuclear power continues to be a controversial method of producing electricity. Opponents of nuclear energy are primarily concerned with serious accidents and the related negative human health consequences, and with the difficulties involved in nuclear waste storage.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking the preparation of a report on a companys nuclear energy procedures. |
| Vote case-by-case on proposals that ask the company to cease the production of nuclear power. |
Water Use
Shareholders may ask for a company to prepare a report evaluating the business risks linked to water use and impacts on the companys supply chain, including subsidiaries and bottling partners. Such proposals also ask companies to disclose current policies and procedures for mitigating the impact of operations on local communities in areas of water scarcity.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking the preparation of a report on a companys risks linked to water use. |
| Vote for resolutions requesting companies to promote the human right to water as articulated by the United Nations. |
| Vote for shareholder proposals requesting that companies report on or adopt policies for water use that incorporate social and environmental factors. |
Kyoto Protocol Compliance
With the Kyoto Protocol operational as of February 2005, ratifying countries have agreed to reduce their emissions of carbon dioxide and five other greenhouse gases. While some signatories have yet to release specific details of corporate regulations, the impact on multinationals operating in Kyoto-compliant countries is anticipated to be significant.
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking companies to review and report on how companies will meet GHG reduction targets of the Kyoto-compliant countries in which they operate. |
Health and Safety
Toxic Materials
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals asking companies to report on policies and activities to ensure product safety. |
| Vote for shareholder proposals asking companies to disclose annual expenditures relating to the promotion and/or environmental cleanup of toxins. |
| Vote for shareholder proposals asking companies to report on the feasibility of removing, or substituting with safer alternatives, all harmful ingredients used in company products. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 81 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Product Safety
|
Social Advisory Services Recommendation: |
| Generally vote for proposals requesting the company to report on or adopt consumer product safety policies and initiatives. |
| Generally vote for proposals requesting the study, adoption and/or implementation of consumer product safety programs in the companys supply chain. |
Workplace/Facility Safety
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals requesting workplace safety reports, including reports on accident risk reduction efforts. |
| Vote shareholder proposals requesting companies report on or implement procedures associated with their operations and/or facilities on a case-by-case basis. |
Report on Handgun Safety Initiatives
Shareholders may ask for a company to report on policies and procedures that are aimed at curtailing the incidence of gun violence. Such a report may include: implementation of the companys contract instruction to distributors not to sell the companys weapons at gun shows or through pawn shops; recalls or retro-fits of products with safety-related defects causing death or serious injury to consumers, as well as development of systems to identify and remedy these defects; names and descriptions of products that are developed or are being developed for a combination of higher caliber/maximum capacity and greater conceal-ability; and the companys involvement in promotion campaigns that could be construed as aimed at children. The Sandy Hook Principles were established to commemorate the victims of gun violence and to encourage positive corporate behavior in response to the proliferation of gun violence in America.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals asking the company to report on its efforts to promote handgun safety. |
| Vote for shareholder proposals asking the company to stop the sale of handguns and accessories. |
Phase-out or Label Products Containing Genetically Engineered Ingredients
Shareholders have asked companies engaged in the development of genetically modified agricultural products to adopt a policy of not marketing or distributing such products until long term safety testing demonstrates that they are not harmful to humans, animals or the environment. Until further long term testing demonstrates that these products are not harmful, companies in the restaurant and prepared foods industries have been asked to remove genetically altered ingredients from products they manufacture or sell, and label such products in the interim. Shareholders have also asked supermarket companies to do the same for their own private label brands.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to label products that contain genetically engineered products or products from cloned animals. |
| Vote for shareholder proposals that ask the company to phase out the use of genetically engineered ingredients in their products. |
| Vote for shareholder proposals that ask the company to report on the use of genetically engineered organisms in their products. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 82 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Vote for shareholder proposals asking for reports on the financial, legal, and operational risks posed by the use of genetically engineered organisms. |
Tobacco-related Proposals
Under the pressure of ongoing litigation and negative media attention, tobacco companies and even non-tobacco companies with ties to the industry have received an assortment of shareholder proposals seeking increased responsibility and social consciousness from tobacco companies and as well as firms affiliated with the tobacco industry.
While the specific resolutions for shareholder proponents vary from year to year, activist shareholders consistently make the tobacco industry a prominent target. Examples of shareholder proposals focused on tobacco include: warnings on the risks of tobacco smoke and smoking-related diseases, attempting to link executive compensation with reductions in teen smoking rates, the placement of company tobacco products in retail outlets, a review of advertising campaigns and their impact on children and minority groups, prohibiting non-tobacco companies from entering into contracts with tobacco companies, and requesting restaurant operators maintain smoke-free restaurants.
In June 2009, the Family Smoking Prevention and Tobacco Control Act was signed into law, giving the FDA authority to regulate the tobacco industry for the first time, including the power to block or approve new products as well as the nicotine and other content in existing tobacco products. This legislation empowers the imposition of a ban on tobacco advertising within 1,000 feet of schools and playgrounds, require FDA-approved graphic warning labels that occupy 50 percent of the space on each package of cigarettes.
In September 2009, the FDA issued a ban on the sale of flavored cigarettes, exercising its regulatory power in a major way over tobacco for the first time under the new law. The ban affected tobacco products with chocolate, vanilla, clove, and other similar flavors.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals seeking to limit the sale of tobacco products to children. |
| Vote for shareholder proposals asking producers of tobacco product components (such as filters, adhesives, flavorings, and paper products) to halt sales to tobacco companies. |
| Vote for shareholder proposals that ask restaurants to adopt smoke-free policies and that ask tobacco companies to support smoke-free legislation. |
| Vote for shareholder proposals seeking a report on a tobacco companys advertising approach. |
| Vote for shareholder proposals at insurance companies to cease investment in tobacco companies. |
| Vote for proposals at producers of cigarette components calling for a report outlining the risks and potential liabilities of the production of these components. |
| Vote for proposals calling for tobacco companies to cease the production of tobacco products. |
| Vote for shareholder proposals asking companies to stop all advertising, marketing and sale of cigarettes using the terms light, ultra-light, mild, and other similar words and/or colors. |
| Vote for shareholder proposals asking companies to increase health warnings on cigarette smoking. (i.e.: information for pregnant women, Canadian Style warnings, filter safety). |
Adopt Policy/Report on Drug Pricing
Pharmaceutical drug pricing, both within the United States and internationally, has raised many questions of the companies that are responsible for creating and marketing these treatments. Shareholder proponents, activists and even some legislators have called upon drug companies to restrain pricing of prescription drugs.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 83 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
The high cost of prescription drugs is a vital issue for senior citizens across the country. Seniors have the greatest need for prescription drugs, accounting for a significant portion of all prescription drug sales, but they often live on fixed incomes and are underinsured.
Proponents note that efforts to reign-in pharmaceutical costs will not negatively impact research and development (R&D) costs and that retail drug prices are consistently higher in the U.S. than in other industrialized nations. Pharmaceutical companies often respond that adopting a formal drug pricing policy could put the company at a competitive disadvantage.
Against the backdrop of the AIDS crisis in Africa, many shareholders have called on companies to address the issue of affordable drugs for the treatment of AIDS, as well as tuberculosis and malaria throughout the developing world. When analyzing such resolutions, consideration should be made of the strategic implications of pricing policies in the market.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals to prepare a report on drug pricing. |
| Vote for shareholder proposals to adopt a formal policy on drug pricing. |
| Vote for shareholder proposals that call on companies to develop a policy to provide affordable HIV, AIDS, tuberculosis, and malaria drugs in third-world nations. |
| Vote for proposals asking for reports on the economic effects and legal risks of limiting pharmaceutical products to Canada or certain wholesalers. |
| Vote case-by-case proposals requesting that companies adopt policies not to constrain prescription drug reimportation by limiting supplies to foreign markets. |
Government and Military
Weapons-related proposals may target handguns, landmines, defense contracting, or sale of weapons to foreign governments.
Prepare Report to Renounce Future Landmine Production
Although very few companies currently produce landmines, some companies continue to have links to landmine production or produce components that are used to make landmines. Shareholders have asked companies to renounce the future development of landmines or their components, or to prepare a report on the feasibility of such a renouncement.
|
Social Advisory Services Recommendation: Vote for shareholder proposals seeking a report on the renouncement of future landmine production. |
Prepare Report on Foreign Military Sales
Shareholders have filed proxy resolutions asking companies to account for their policies surrounding the sale of military equipment to foreign governments. The proposals can take various forms. One resolution simply calls on companies to report on their foreign military sales, provide information on military product exports, disclose the companys basis for determining whether those sales should be made, and any procedures used to market or negotiate those sales. Another resolution calls for companies to report on offsets e.g. guarantee of new jobs in the purchasing country and technology transfers. Offsets involve a commitment by military contractors and the U.S. government to direct benefits back to a foreign government as a condition of a military sale.
|
Social Advisory Services Recommendation: |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 84 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Vote for shareholder proposals to report on foreign military sales or offset agreements. |
| Vote case-by-case on proposals that call for outright restrictions on foreign military sales. |
Depleted Uranium/Nuclear Weapons
Depleted uranium is the less radioactive uranium that is left behind after enriched uranium is produced for nuclear reactor fuel and fissile material for nuclear weapons. The main difference is that depleted uranium contains at least three times less U-235 than natural uranium. However, it is still weakly radioactive. Shareholders want reports on companies policies, procedures and involvement in the said substance and nuclear weapons.
|
Social Advisory Services Recommendation: Vote for shareholder proposals requesting a report on involvement, policies, and procedures related to depleted uranium and nuclear weapons. |
Adopt Ethical Criteria for Weapons Contracts
Shareholders have requested that companies review their code of conduct and statements of ethical criteria for military production-related contract bids, awards, and execution to incorporate environmental factors and sustainability issues related to the contract bidding process. Sustainability is a business model that requires companies to balance the needs and interests of various stakeholders while concurrently sustaining their businesses, communities, and the environment for future generations.
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking companies to review and amend, if necessary, the companys code of conduct and statements of ethical criteria for military production-related contract bids, awards and execution. |
Animal Welfare
Animal Rights/Testing
Shareholders and animal rights groups, including People for the Ethical Treatment of Animals (PETA), may file resolutions calling for the end to painful and unnecessary animal testing on laboratory animals by companies developing products for the cosmetics and medical supply industry. Since advanced testing methods now produce many reliable results without the use of live animals, Social Advisory Services generally supports proposals on this issue. In cases where it can be determined that alternative testing methods are unreliable or are required by law, Social Advisory Services recommends voting against such proposals. Other resolutions call for the adoption of animal welfare standards that would ensure humane treatment of animals on vendors farms and slaughter houses. Social
Advisory Services will generally vote in favor of such resolutions.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals that seek to limit unnecessary animal testing where alternative testing methods are feasible or not barred by law. |
| Vote for shareholder proposals that ask companies to adopt or/and report on company animal welfare standards or animal-related risks. |
| Vote for shareholder proposals asking companies to report on the operational costs and liabilities associated with selling animals. |
| Vote for shareholder proposals to eliminate cruel product testing methods. |
| Vote for shareholder proposals that seek to monitor, limit, report, or eliminate the outsourcing of animal testing to overseas laboratories. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 85 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
| Vote for shareholder proposals to adopt or adhere to a public animal welfare policy at both company and contracted laboratory levels. |
| Vote for shareholder proposals to evaluate, adopt, or require suppliers to adopt Controlled Atmosphere Killing (CAK) slaughter methods. |
Political and Charitable Giving
Lobbying Efforts
Shareholders have asked companies to report on their lobbying efforts on proposed legislation or to refute established scientific research regarding climate change, the health effects of smoking, fuel efficiency standards etc. Proponents have pointed to potential legislation on climate change, the lethargic pace of improvements in fuel efficiency standards in the U.S. automotive industry, and the highly litigious nature surrounding the tobacco industry as rationales for greater transparency on corporate lobbying practices that would shed light on whether companies are acting in the best long-term interests of their shareholders. Proponents of lobbying resolutions typically request enhanced disclosure of lobbying policies and expenditures, including a report on the policies and procedures related to lobbying, amounts used for various types of lobbying, and any membership or payments to a tax-exempt organization that writes and endorses model legislation
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals asking companies to review and report on their lobbying activities, including efforts to challenge scientific research and influence governmental legislation. |
| Vote for proposals requesting information on a companys lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures. |
Political Contributions/Non-Partisanship
As evidenced by the U.S. Supreme Courts January 2010 decision in Citizens United vs. Federal Election Commission that lifted restrictions on corporate spending in federal elections, changes in legislation that governs corporate political giving have, rather than limiting such contributions, increased the potential for corporate contributions to the political process and the complexity of tracking such contributions.
Proponents of political spending resolutions generally call for enhanced disclosure of political contributions, including a report on the policies and procedures for corporate political campaign contributions and trade association expenditures, the respective amounts of such donations using company funds, or an assessment of the impacts of such contributions on the firms image, sales and profitability. Shareholder advocates of these proposals are concerned with the lack of transparency on political giving and the increasing involvement and influence of corporations in the political process.
|
Social Advisory Services Recommendation: |
| Vote for proposals calling for a company to disclose political and trade association contributions, unless the terms of the proposal are unduly restrictive. |
| Vote for proposals calling for a company to maintain a policy of political non-partisanship. |
| Vote against proposals asking a company to refrain from making any political contributions. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 86 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Charitable Contributions
Shareholder proponents of charitable-contributions related resolutions may seek greater disclosure on a companys charitable donations including dollar amounts, sponsorships, and policies on corporate philanthropy. Social Advisory Services is generally supportive of increased transparency around corporate charitable giving. However, some resolutions extend beyond mere disclosure requests and attempt to influence or restrict companies contributions to specific types of beneficiaries in a manner that furthers particular objectives supported by the proposal sponsors. Social Advisory Services believes that management is better positioned to decide what criteria are appropriate for making corporate charitable contributions. Also, some of the proposals may require companies to poll their shareholders as part of the grant-making process. Since majority of companies generally have thousands of shareholders, contacting, confirming, and processing each individual opinion and/or consent would be a burdensome and expensive exercise.
|
Social Advisory Services Recommendation: |
| Generally vote for shareholder resolutions seeking enhanced transparency on corporate philanthropy. |
| Vote against shareholder proposals imposing charitable giving criteria or requiring shareholder ratification of grants. |
| Vote against shareholder proposals requesting that companies prohibit charitable contributions. |
Disclosure on Prior Government Service
Shareholders have asked companies to disclose the identity of any senior executive and/or other high-level employee, consultant, lobbyist, attorney, or investment banker who has served in government. Although the movement of individuals between government and the private sector may benefit both, the potential also exists for conflicts of interest, especially in industries that have extensive dealings with government agencies.
|
Social Advisory Services Recommendation: Vote for shareholder proposals calling for the disclosure of prior government service of the companys key executives. |
Consumer Lending and Economic Development
Adopt Policy/Report on Predatory Lending Practices
Predatory lending involves charging excessive fees to subprime borrowers without adequate disclosure. More specifically, predatory lending includes misleading subprime borrowers about the terms of a loan, charging excessive fees that are folded into the body of a refinancing loan, including life insurance policies or other unnecessary additions to a mortgage, or lending to homeowners with insufficient income to cover loan payments.
|
Social Advisory Services Recommendation: Vote for shareholder proposals seeking the development of a policy or preparation of a report to guard against predatory lending practices. |
Disclosure on Credit in Developing Countries (LDCs) or Forgive LDC Debt
Shareholders have asked banks and other financial services firms to develop and disclose lending policies for less developed countries. Proponents are concerned that, without such policies, lending to developing countries may contribute to the outflow of capital, the inefficient use of capital, and corruption, all of which increase the risk of loan loss. In the interest of promoting improved LDC lending practices and responsible loan disclosure, Social Advisory
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 87 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Services generally supports voting for such proposals. In cases where it can be determined that companies have been proactive and responsible in developing policies, Social Advisory Services may recommend a vote against the proposals adoption. Social Advisory Services usually opposes proposals that call for outright loan forgiveness; such action represents an unacceptable loss to lending institutions and their shareholders. Social Advisory Services may support such proposals at banks that have failed to make reasonable provisions for non-performing loans as a means to encourage a change in policy.
|
Social Advisory Services Recommendation: |
| Vote for shareholder proposals asking for disclosure on lending practices in developing countries, unless the company has demonstrated a clear proactive record on the issue. |
| Vote against shareholder proposals asking banks to forgive loans outright. |
| Vote case-by-case on shareholder proposals asking for loan forgiveness at banks that have failed to make reasonable provisions for non-performing loans. |
| Vote for proposals to restructure and extend the terms of non-performing loans. |
Community Investing
Shareholders may ask for a company to prepare a report addressing the companys community investing efforts. Such proposals also ask companies to review their policies regarding their investments in different communities.
|
Social Advisory Services Recommendation: Vote for proposals that seek a policy review or report addressing the companys community investing efforts. |
Miscellaneous
Adult Entertainment
Traditionally, there have not been many proposals filed in the area of adult entertainment. However, with the consolidation of the communications industry, a number of large companies have ended up with ownership of cable companies. These cable companies may offer their customers access to pay-per-view programming or channels intended for adult audiences. Proponents of shareholder proposals on this issue ask cable companies and companies with interests in cable companies to assess the costs and benefits of continuing to distribute sexually-explicit content, including the potential negative impact on the companys image.
|
Social Advisory Services Recommendation: Vote for shareholder proposals that seek a review of the companys involvement with pornography. |
Abortion/Right to Life Issues
Shareholder proposals pertaining to abortion and right to life issues are rare. However, in the past shareholders have asked companies to stop manufacturing abortifacient drugs; to separate abortifacient drug operations from other operations; or to discontinue acute-care or physician management practices that involve support for abortion services.
As long as abortion is legal, Social Advisory Services position is that issues related to abortion should be a personal decision, not a corporate one. Therefore Social Advisory Services recommends abstaining on anti-abortion and right-to-life proposals.
|
Social Advisory Services Recommendation: Abstain on shareholder proposals that address right to life issues. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 88 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Anti-Social Proposals
A number of anti-social shareholder proposals have been filed at companies requesting increased disclosure. While these proposals requests are very similar to those submitted by shareholder advocates within traditional socially responsible investor circles, the underlying motives for filing the proposals appear to be very different. In addition to charitable contribution proposals, anti-social proposals addressing climate change, sustainability, and conflicts of interest may be seen at shareholder meetings. Despite implicitly different motivations in some of these proposals, the underlying requests for increased disclosure, in some cases, may be worth shareholder support.
|
Social Advisory Services Recommendation: |
| Vote against shareholder proposals that do not seek to ultimately advance the goals of the social investment community. |
| Vote case-by-case on anti-social shareholder proposals seeking a review or report on the companys charitable contributions. |
Violence and Adult Themes in Video Games
Perceptions of increased sex and violence in video games have led certain shareholders to question the availability of adult-themed content to children and teens. The Entertainment Software Ratings Board, which provides ratings for video games, has classified approximately 34 percent of the total games it reviews as either Teen, Mature, or Adults Only.
|
Social Advisory Services Recommendation: Vote for shareholder proposals asking for reports on company policies related to the sale of mature-rated video games to children and teens. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 89 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
9. MUTUAL FUND PROXIES
Election of Trustees and Directors
|
Social Advisory Services Recommendation: Vote case-by-case on the election of directors and trustees, following the same guidelines for uncontested directors for public company shareholder meetings. However, mutual fund boards do not usually have compensation committees, so do not withhold for the lack of this committee. |
Investment Advisory Agreement
An investment advisory agreement is an agreement between a mutual fund and its financial advisor under which the financial advisor provides investment advice to the fund in return for a fee based on the funds net asset size.
|
Social Advisory Services Recommendation: Votes on investment advisory agreements should be evaluated on a case-by-case basis, considering the following factors: |
| Proposed and current fee schedules; |
| Fund category/investment objective; |
| Performance benchmarks; |
| Share price performance as compared with peers; |
| Resulting fees relative to peers; |
| Assignments (where the advisor undergoes a change of control). |
Changing a Fundamental Restriction to a Non-fundamental Restriction
Fundamental investment restrictions are limitations within a funds articles of incorporation that limit the investment practices of the particular fund.
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors: |
| The funds target investments; |
| The reasons given by the fund for the change; and |
| The projected impact of the change on the portfolio. |
Change Fundamental Investment Objective to Non-fundamental
|
Social Advisory Services Recommendation: Vote against proposals to change a funds fundamental investment objective to non-fundamental. |
Distribution Agreements
Distribution agreements are agreements between a fund and its distributor which provide that the distributor is paid a fee to promote the sale of the funds shares.
|
Social Advisory Services Recommendation: Vote case-by-case on distribution agreement proposals, considering the following factors: |
| Fees charged to comparably sized funds with similar objectives; |
| The proposed distributors reputation and past performance; |
| The competitiveness of the fund in the industry; and |
| The terms of the agreement. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 90 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Approving New Classes or Series of Shares
|
Social Advisory Services Recommendation: Vote for the establishment of new classes or series of shares. |
Convert closed-end fund to open-end fund
Although approval of these proposals would eliminate the discount at which the funds shares trade. The costs associated with converting the fund, in addition to the potential risks to long-term shareholder value, outweigh the potential benefits of the conversion.
|
Social Advisory Services Recommendation: Vote case-by-case on conversion proposals, considering the following factors: |
| Past performance as a closed-end fund; |
| Market in which the fund invests; |
| Measures taken by the board to address the discount; and |
| Past shareholder activism, board activity, and votes on related proposals. |
Proxy Contests
|
Social Advisory Services Recommendation: Vote case-by-case on proxy contests, considering the following factors: |
| Past performance relative to its peers; |
| Market in which fund invests; |
| Measures taken by the board to address the issues; |
| Past shareholder activism, board activity, and votes on related proposals; |
| Strategy of the incumbents versus the dissidents; |
| Independence of directors; |
| Experience and skills of director candidates; |
| Governance profile of the company; |
| Evidence of management entrenchment. |
Preferred Stock Proposals
|
Social Advisory Services Recommendation: Vote case-by-case on the authorization for or increase in preferred shares, considering the following factors: |
| Stated specific financing purpose; |
| Possible dilution for common shares; |
| Whether the shares can be used for antitakeover purposes. |
Mergers
|
Social Advisory Services Recommendation: Vote case-by-case on merger proposals, considering the following factors: |
| Resulting fee structure; |
| Performance of both funds; |
| Continuity of management personnel; and |
| Changes in corporate governance and their impact on shareholder rights. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 91 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
Business Development Companies Authorization to Sell Shares of Common Stock at a Price below Net Asset Value
|
Social Advisory Services Recommendation: Vote for proposals authorizing the board to issue shares below Net Asset Value (NAV) if: |
| The proposal to allow share issuances below NAV has an expiration date that is less than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940; |
| A majority of the independent directors who have no financial interest in the sale have made a determination as to whether such sale would be in the best interests of the company and its shareholders prior to selling shares below NAV; and |
| The company has demonstrated responsible past use of share issuances by either: |
| Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or |
| Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders. |
Change in Funds Subclassification
|
Social Advisory Services Recommendation: Vote case-by-case on changes in a funds sub-classification, considering the following factors: a) potential competitiveness; b) current and potential returns; c) risk of concentration; d) consolidation in target industry. |
Changing the Domicile of a Fund
|
Social Advisory Services Recommendation: Vote case-by-case on re-incorporations, considering the following factors: a) regulations of both states; b) required fundamental policies of both states; c) the increased flexibility available. |
Disposition of Assets/Termination/Liquidation
|
Social Advisory Services Recommendation: Vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors: a) strategies employed to salvage the company; b) the funds past performance; c) the terms of the liquidation. |
Authorizing the Board to Hire and Terminate Subadvisers Without Shareholder Approval
|
Social Advisory Services Recommendation: Vote against proposals authorizing the board to hire or terminate subadvisers without shareholder approval if the investment adviser currently employs only one subadviser. |
Name Change Proposals
|
Social Advisory Services Recommendation: Vote case-by-case on name change proposals, considering the following factors: a) political/economic changes in the target market; b) consolidation in the target market; and c) current asset composition. |
1940 Act Policies
|
Social Advisory Services Recommendation: |
| Vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors: a) potential competitiveness; b) regulatory developments; c) current and potential returns; and d) current and potential risk. |
| Generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 92 of 93 |
|
2018 SRI U.S. Proxy Voting Guidelines | |||
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the Information) is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
|
The Global Leader In Corporate Governance |
www.issgovernance.com
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 93 of 93 |
|
2018 SRI International Proxy Voting Guidelines | |||
TABLE OF CONTENTS
1. OPERATIONAL ITEMS |
4 | |||
Financial Results/Director and Auditor Reports |
4 | |||
Appointment of Auditors and Auditor Fees |
4 | |||
Appointment of Internal Statutory Auditors |
4 | |||
Allocation of Income |
4 | |||
Stock (Scrip) Dividend Alternative |
5 | |||
Amendments to Articles of Association |
5 | |||
Virtual Meetings (UK/Ireland and Europe) |
5 | |||
Change in Company Fiscal Term |
5 | |||
Lower Disclosure Threshold for Stock Ownership |
5 | |||
Amend Quorum Requirements |
5 | |||
Transact Other Business |
5 | |||
2. BOARD OF DIRECTORS |
6 | |||
Director Elections |
6 | |||
CANADIAN GUIDELINES |
7 | |||
Non-Independent Directors on Key Committees (TSX) |
7 | |||
Non-Independent Directors on Key Committees (TSX-V) |
7 | |||
Overboarding-TSX |
7 | |||
Externally-Managed Issuers (EMIs) TSX and TSXV |
8 | |||
Unilateral Adoption of an Advance Notice Provision |
8 | |||
EUROPEAN GUIDELINES |
8 | |||
Director Terms |
8 | |||
Bundling of Proposals to Elect Directors |
9 | |||
Board Independence |
9 | |||
Disclosure of Nominee Names |
10 | |||
Combined Chairman/CEO |
10 | |||
Election of Former CEO as Chairman of the Board |
10 | |||
Overboarded Directors |
10 | |||
One Board Seat per Director |
11 | |||
Composition of Committees |
11 | |||
Voto di Lista (Italy) |
11 | |||
The Florange Act (France)- Double Voting Rights |
12 | |||
Composition of the Nominating Committee (Sweden/Norway/Finland) |
12 | |||
Election of Censors (France) |
13 | |||
Cumulative Voting Middle East and Africa (MEA) |
13 | |||
Classification of Directors International Policy 2017 |
14 | |||
Contested Director Elections |
15 | |||
Discharge of Board and Management |
16 | |||
Director, Officer, and Auditor Indemnification and Liability Provisions |
16 | |||
Board Structure |
16 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 2 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
3. CAPITAL STRUCTURE |
17 | |||
Share Issuance Requests |
17 | |||
General Issuances: |
17 | |||
Increases in Authorized Capital |
18 | |||
Reduction of Capital |
18 | |||
Capital Structures |
18 | |||
Preferred Stock |
18 | |||
Debt Issuance Requests |
19 | |||
Pledging of Assets for Debt |
19 | |||
Increase in Borrowing Powers |
19 | |||
Share Repurchase Plans |
19 | |||
Reissuance of Shares Repurchased |
20 | |||
Capitalization of Reserves for Bonus Issues/Increase in Par Value |
20 | |||
Private Placement |
20 | |||
4. COMPENSATION |
22 | |||
Preamble |
22 | |||
EUROPEAN GUIDELINES |
22 | |||
Executive Compensation-Related Proposals |
22 | |||
Equity-Based Compensation Guidelines |
24 | |||
Compensation-Related Voting Sanctions |
25 | |||
Stock Option Plans Adjustment for Dividend (Nordic Region) |
25 | |||
Share Matching Plans (Sweden and Norway) |
25 | |||
CANADIAN GUIDELINES |
26 | |||
Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposals |
27 | |||
Equity Compensation Plans |
27 | |||
Other Compensation Plans |
28 | |||
Employee Stock Purchase Plans (ESPPs, ESOPs) |
28 | |||
Deferred Share Unit Plans |
29 | |||
INTERNATIONAL GUIDELINES |
29 | |||
5. OTHER ITEMS |
30 | |||
Reorganizations/Restructurings |
30 | |||
Mergers and Acquisitions |
30 | |||
Mandatory Takeover Bid Waivers |
30 | |||
Reincorporation Proposals |
30 | |||
Expansion of Business Activities |
30 | |||
Related-Party Transactions |
31 | |||
Antitakeover Mechanisms |
31 | |||
Social and Environmental Proposals |
31 | |||
6. FOREIGN PRIVATE ISSUERS |
32 |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 3 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
1. OPERATIONAL ITEMS
Financial Results/Director and Auditor Reports
|
Social Advisory Services Recommendation: Vote for approval of financial statements and director and auditor reports, unless: |
| There are concerns about the accounts presented or audit procedures used; or |
| The company is not responsive to shareholder questions about specific items that should be publicly disclosed. |
Appointment of Auditors and Auditor Fees
|
Social Advisory Services Recommendation: Vote for the reelection of auditors and proposals authorizing the board to fix auditor fees, unless: |
| There are serious concerns about the accounts presented or the audit procedures used; |
| There is a reason to believe that the auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position; |
| External auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company; |
| Name of the proposed auditors has not been published; |
| The auditors are being changed without explanation; or |
| For widely-held companies, fees for non-audit services exceed either 100 percent of standard audit-related fees or any stricter limit set in local best practice recommendations or law. |
In circumstances where fees for non-audit services include fees related to significant one-time capital structure events: initial public offerings, bankruptcy emergence, and spinoffs; and the company makes public disclosure of the amount and nature of those fees which are an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit fees.
For concerns relating to the audit procedures, independence of auditors, and/or name of auditors, Social Advisory Services will focus on the auditor election. For concerns relating to fees paid to the auditors, Social Advisory Services will focus on remuneration of auditors if this is a separate voting item, otherwise Social Advisory Services would focus on the auditor election.
Appointment of Internal Statutory Auditors
|
Social Advisory Services Recommendation: Vote for the appointment or reelection of statutory auditors, unless: |
| There are serious concerns about the statutory reports presented or the audit procedures used; |
| Questions exist concerning any of the statutory auditors being appointed; or |
| The auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company. |
Allocation of Income
|
Social Advisory Services Recommendation: Vote for approval of the allocation of income, unless: |
| The dividend payout ratio has been consistently below 30 percent without adequate explanation; or |
| The payout is excessive given the companys financial position. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 4 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Stock (Scrip) Dividend Alternative
|
Social Advisory Services Recommendation: Vote for most stock (scrip) dividend proposals. |
Vote against proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Amendments to Articles of Association
|
Social Advisory Services Recommendation: Vote amendments to the articles of association on a case-by-case basis. |
Virtual Meetings (UK/Ireland and Europe)
|
Social Advisory Services Recommendation: Generally vote for proposals allowing for the convening of hybrid* shareholder meetings if it is clear that it is not the intention to hold virtual-only AGMs. |
Generally vote against proposals allowing for the convening of virtual-only* shareholder meetings.
* The phrase virtual-only shareholder meeting refers to a meeting of shareholders that is held exclusively through the use of online technology without a corresponding in-person meeting. The term hybrid shareholder meeting refers to an in-person, or physical, meeting in which shareholders are permitted to participate online.
Change in Company Fiscal Term
|
Social Advisory Services Recommendation: Vote for resolutions to change a companys fiscal term unless a companys motivation for the change is to postpone its AGM. |
Lower Disclosure Threshold for Stock Ownership
|
Social Advisory Services Recommendation: Vote against resolutions to lower the stock ownership disclosure threshold below 5 percent unless specific reasons exist to implement a lower threshold. |
Amend Quorum Requirements
|
Social Advisory Services Recommendation: Vote proposals to amend quorum requirements for shareholder meetings on a case-by-case basis. |
Transact Other Business
|
Social Advisory Services Recommendation: Vote against other business when it appears as a voting item. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 5 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
2. BOARD OF DIRECTORS
Director Elections
|
Social Advisory Services Recommendation: Vote for management nominees in the election of directors, unless: |
| Adequate disclosure has not been provided in a timely manner; |
| There are clear concerns over questionable finances or restatements; |
| There have been questionable transactions with conflicts of interest; |
| There are any records of abuses against minority shareholder interests; or |
| The board fails to meet minimum corporate governance standards, including board independence standards. |
For Canada, UK, and Australia, vote against /withhold from individual directors (except new nominees) who:
| Serve as members of the nominating committee and the board lacks at least one woman and one racially diverse director, and the board is not at least 30 percent diverse. If the company does not have a formal nominating committee, vote against/withhold votes from the entire board of directors. |
Social Advisory Services will evaluate gender diversity on boards in international markets when reviewing director elections, to the extent that disclosures and market practices permit.
Vote for individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.
Vote against individual directors if absences at board meetings have not been explained (in countries where this information is disclosed).
Vote for employee and/or labor representatives if they sit on either the audit or compensation committee and are required by law to be on those committees. Vote against employee and/or labor representatives if they sit on either the audit or compensation committee, if they are not required to be on those committees.
Vote against or withhold from directors individually, on a committee, or potentially the entire board due to:
| Material failures of governance, stewardship, risk oversight 1 , or fiduciary responsibilities at the company, including failure to adequately manage or mitigate environmental, social and governance (ESG) risks; |
| Failure to replace management as appropriate; |
| Egregious actions related to the director(s) service on the boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. |
1 Examples of failure of risk oversight include, but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; significant environmental incidents including spills and pollution; large scale or repeat workplace fatalities or injuries; significant adverse legal judgments or settlements; or hedging of company stock.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 6 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
For director elections, Social Advisory Services will also take into consideration market-specific provisions which are listed below:
Canadian Guidelines
Board Structure and Independence (TSX)
Vote withhold for any Executive Director or Non-Independent, Non-Executive Director where:
| The board is less than majority independent; or |
| The board lacks a separate compensation or nominating committee. |
Non-Independent Directors on Key Committees (TSX)
Vote withhold for members of the audit, compensation, or nominating committee who:
| Are Executive Directors; |
| Are Controlling Shareholders; or |
| Is a Non-employee officer of the company or its affiliates if he/she is among the five most highly compensated. |
Non-Independent Directors on Key Committees (TSX-V)
Vote withhold for Executive Directors, Controlling Shareholders or a Non-employee officer of the company or its affiliates if he/she is among the five most highly compensated who:
| Are members of the audit committee; |
| Are members of the compensation committee or the nominating committee and the committee is not majority independent; or |
| Are board members and the entire board fulfills the role of a compensation committee or a nominating committee and the board is not majority independent. |
Overboarding-TSX
(in effect until January 31, 2019): Generally vote withhold for individual director nominees if:
| Irrespective of whether the company has adopted a majority voting director resignation policy, the director is overboarded2 AND the individual director has attended less than 75 percent of his/her respective board and committee meetings held within the past year without a valid reason for these absences. |
Cautionary language will be included in Social Advisory Services reports where directors are overboarded regardless of attendance.
For meetings on or after February 1, 2019, generally vote withhold for individual director nominees who:
| Are non-CEO directors and serve on more than five public company boards; or |
2 Overboarded is defined by Social Advisory Services as: a CEO of a public company who sits on more than 1 outside public company board in addition to the company of which he/she is CEO, OR the director is not a CEO of a public company and sits on more than 4 public company boards in total.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 7 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Are CEOs of public companies who serve on the board of more than two public company besides their own withhold only at their outside boards 3 .
Externally-Managed Issuers (EMIs) TSX and TSXV
Vote case-by-case on say-on-pay resolutions where provided, or on individual directors, committee members, or the entire board as appropriate, when an issuer is externally-managed and has provided minimal or no disclosure about their management services agreements and how senior management is compensated. Factors taken into consideration may include but are not limited to:
| The size and scope of the management services agreement; |
| Executive compensation in comparison to issuer peers and/or similarly structured issuers; |
| Overall performance; |
| Related party transactions; |
| Board and committee independence; |
| Conflicts of interest and process for managing conflicts effectively; |
| Disclosure and independence of the decision-making process involved in the selection of the management services provider; |
| Risk mitigating factors included within the management services agreement such as fee recoupment mechanisms; |
| Historical compensation concerns; |
| Executives responsibilities; and |
| Other factors that may reasonably be deemed appropriate to assess an externally-managed issuers governance framework. |
Unilateral Adoption of an Advance Notice Provision
Generally withhold from individual directors, committee members, or the entire board as appropriate in situations where an advance notice policy has been adopted by the board but has not been included on the voting agenda at the next shareholders meeting. Continued lack of shareholder approval of the advanced notice policy in subsequent years may result in further withhold recommendations.
European Guidelines
In European markets, Social Advisory Services looks at different factors to make determinations regarding director elections. The following factors are taken into account:
Director Terms
For Belgium, France, Italy, the Netherlands, Spain, and Switzerland, vote against the election or re-election of any director when his/her term is not disclosed or when it exceeds four years and adequate explanation for non-compliance has not been provided. In these markets, the maximum board terms are either recommended best practice or required by legislation. Under best practice recommendations, companies should shorten the terms for directors when the terms exceed the limits suggested by best practices. The policy will be applied to all companies in these markets, for bundled as well as unbundled items.
Clients will also be advised to vote against article amendment proposals to extend board terms. In cases where a companys articles provide for a shorter limit and where the company wishes to extend director terms from three or
3 Although a CEOs subsidiary boards will be counted as separate boards, Social Advisory Services will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationship.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 8 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
fewer years to four years, for example, Social Advisory Services will recommend a vote against, based on the general principle that director accountability is maximized by elections with a short period of renewal.
Bundling of Proposals to Elect Directors
Bundling together proposals that could be presented as separate voting items is not considered good market practice, because bundled resolutions leave shareholders with an all-or-nothing choice, skewing power disproportionately towards the board and away from shareholders. As director elections are one of the most important voting decisions that shareholders make, directors should be elected individually.
For the markets of Bulgaria, Croatia, Czech Republic, Estonia, France, Germany, Hungary, Latvia, Lithuania, Poland, Romania, Slovakia, and Slovenia vote against the election or reelection of any directors if the company proposes a single slate of directors.
Bundled director elections in Poland may be supported for companies that go beyond market practice by disclosing the names of nominees on a timely basis
Board Independence
Widely-held companies
A. Non-controlled companies
| Generally vote against the election or reelection of any non-independent directors (excluding the CEO) if: |
| Fewer than 50 percent of the board members elected by shareholders, excluding, where relevant, employee shareholder representatives, would be independent, or |
| Fewer than one-third of all board members would be independent. |
Greece and Portugal are excluded from Provision (1.) in the above-mentioned voting policy.
B. Controlled companies
| Generally vote against the election or reelection of any non-independent directors (excluding the CEO) if less than one-third of the board members are independent. |
Non-widely held companies
Generally vote against the election or reelection of any non-independent directors (excluding the CEO) if less than one-third of the board members are independent.
Voting sanctions will be applied under this policy from February 2019.
Definition of terms
Widely-held companies are determined based on their membership in a major index and/or the number of Social Advisory Services clients holding the securities. For Sweden, Norway, Denmark, and Luxembourg, this is based on membership on a local blue chip market index and/or MSCI EAFE companies. For Portugal, it is based on membership in the PSI-20 and/or MSCI EAFE index.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 9 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
A company is considered to be controlled for the purposes of the above-mentioned voting policies if a shareholder, or multiple shareholders acting in concert, control a majority of the companys equity capital (i.e. 50 percent + one share).
If a company is majority-controlled by virtue of a shareholder structure in which shareholders voting rights do not accrue in accordance with their equity capital commitment (e.g. unequal or multi-class share structures), the company will not be classified as controlled unless the majority shareholder/majority shareholding group also holds a majority of the companys equity capital.
Disclosure of Nominee Names
Vote against the election or reelection of any and all director nominees when the names of the nominees are not available at the time the proxy analysis is being written. This policy will be applied to all companies in these markets, for bundled and unbundled items.
Combined Chairman/CEO
Generally, vote against the (re)election of combined chair/CEOs at widely held European companies.
When the company provides assurance that the chair/CEO would only serve in the combined role on an interim basis (no more than two years), the vote recommendation would be made on a case-by-case basis.
In the above-mentioned situation, Social Advisory Services will consider the rationale provided by the company and whether it has set up adequate control mechanisms on the board (such as a lead independent director, a high overall level of board independence, and a high level of independence on the boards key committees).
Election of Former CEO as Chairman of the Board
Generally vote against the election or reelection of a former CEO as chairman to the supervisory board or board of directors at widely held companies in Germany, Austria, and the Netherlands. In markets such as Germany, where the general meeting only elects the nominees and, subsequently, the new boards chairman, Social Advisory Services will generally recommend a vote against the election or election of a former CEO, unless the company has publicly confirmed prior to the general meeting that he will not proceed to become chairman of the board.
Considerations should be given to any of the following exceptional circumstances on a case-by-case basis if:
| There are compelling reasons that justify the election or reelection of a former CEO as chairman; or |
| The former CEO is proposed to become the boards chairman only on an interim or temporary basis; or |
| The former CEO is proposed to be elected as the boards chairman for the first time after a reasonable cooling-off period; or |
| The board chairman will not receive a level of compensation comparable to the companys executives nor assume executive functions in markets where this is applicable. |
Overboarded Directors
In Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, the Netherlands, Norway, Spain,
Sweden, and Switzerland, at widely held companies, Social Advisory Services will generally recommend a vote against a candidate when he/she holds an excessive number of board appointments, as defined by the following guidelines:
| Any person who holds more than five mandates at listed companies will be classified as overboarded. For the purposes of calculating this limit, a non-executive directorship counts as one mandate, a non-executive chairmanship counts as two mandates, and a position as executive director (or a comparable role) is counted as three mandates. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 10 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| Also, any person who holds the position of executive director (or a comparable role) at one company and a non-executive chairman at a different company will be classified as overboarded. |
An adverse vote recommendation will not be applied to a director within a company where he/she serves as CEO; instead, any adverse vote recommendations will be applied to his/her additional seats on other company boards. For chairmen, negative recommendations would first be applied towards non-executive positions held, but the chairmanship position itself would be targeted where they are being elected as chairman for the first time or, when in aggregate their chair positions are three or more in number, or if the chairman holds an outside executive position.
One Board Seat per Director
In cases where a director holds more than one board seat on a single board and the corresponding votes, manifested as one seat as a physical person plus an additional seat(s) as a representative of a legal entity, vote against the election/reelection of such legal entities and in favor of the physical person.
However, an exception is made if the representative of the legal entity holds the position of CEO. In such circumstances, Social Advisory Services will typically recommend a vote in favor of the legal entity and against the election/reelection of the physical person.
While such occurrences are rare, there have been cases where a board member may have multiple board seats and corresponding votes. Holding several board seats concurrently within one board increases this persons direct influence on board decisions and creates an inequality among board members.
This situation has manifested in Belgium, Luxembourg, and France. This is not a good corporate governance practice, as it places disproportionate influence and control in one person.
Composition of Committees
In Belgium, Denmark, Finland, France, Luxembourg, the Netherlands, Norway, Spain, Sweden, and Switzerland, vote against the (re)election of executives who serve on the companys audit or remuneration committee. Social Advisory Services may recommend against if the disclosure is too poor to determine whether an executive serves or will serve on a committee. If a company does not have an audit or a remuneration committee, Social Advisory Services may consider that the entire board fulfills the role of a committee. In such case, Social Advisory Services may recommend against the executives, including the CEO, up for election to the board.
For Belgium, the Netherlands, and Switzerland, vote against the (re)election of non-independent members of the audit committee and/or the remuneration committee if their (re)election would lead to a non-independent majority on the respective committee.
These policies apply only to companies for which Social Advisory Services includes overall board independence as a factor in its analysis of board elections.
Voto di Lista (Italy)
In Italy, director elections generally take place through the voto di lista mechanism (similar to slate elections). Since the Italian implementation of the European Shareholder Rights Directive (effective since Nov. 1, 2010), issuers must publish the various lists 21 days in advance of the meeting.
Since shareholders only have the option to support one such list, where lists are published in sufficient time, Social Advisory Services will recommend a vote on a case-by-case basis, determining which list of nominees it considers is best suited to add value for shareholders.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 11 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Those companies that are excluded from the provisions of the European Shareholder Rights Directive publish lists of nominees 10 days before the meeting. In the case where nominees are not published in sufficient time, Social Advisory Services will recommend a vote against the director elections before the lists of director nominees are disclosed. Once the various lists of nominees are disclosed, Social Advisory Services will issue an alert to its clients and, if appropriate, change its vote recommendation to support one particular list.
The Florange Act (France) - Double Voting Rights
For French companies that:
| Did not have a bylaw allowing for double voting rights before the enactment of the Law of 29 March 2014 (Florange Act); and |
| Do not currently have a bylaw prohibiting double-voting rights; and either |
| Do not have on their ballot for shareholder approval a bylaw amendment to prohibit double-voting, submitted by either management or shareholders; or |
| Have not made a public commitment to submit such a bylaw amendment to shareholder vote before April 3, 2016; |
Then, on a case-by-case basis, Social Advisory Services may recommend against the following types of proposals:
| The reelection of directors or supervisory board members; or |
| The approval of the discharge of directors; or |
| If neither reelection of directors/supervisory board members nor approval of discharge is considered appropriate, then the approval of the annual report and accounts. |
Composition of the Nominating Committee (Sweden/Norway/Finland)
Vote for proposals in Sweden, Norway, and Finland to elect or appoint a nominating committee consisting mainly of non-board members.
Vote for shareholder proposals calling for disclosure of the names of the proposed candidates at the meeting, as well as the inclusion of a representative of minority shareholders in the committee.
Vote against proposals where the names of the candidates (in the case of an election) or the principles for the establishment of the committee have not been disclosed in a timely manner.
Vote against proposals in Sweden to elect or appoint such a committee if the company is on the MSCI-EAFE or local main index and the following conditions exist:
| A member of the executive management would be a member of the committee; |
| More than one board member who is dependent on a major shareholder would be on the committee; or |
| The chair of the board would also be the chair of the committee. |
In cases where the principles for the establishment of the nominating committee, rather than the election of the committee itself, are being voted on, vote against the adoption of the principles if any of the above conditions are met for the current committee, and there is no publicly available information indicating that this would no longer be the case for the new nominating committee.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 12 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Election of Censors (France)
For widely held companies, Social Advisory Services will generally recommend a vote against proposals seeking shareholder approval to elect a censor, to amend bylaws to authorize the appointment of censors, or to extend the maximum number of censors to the board.
However, Social Advisory Services will recommend a vote on a case-by-case basis when the company provides assurance that the censor would serve on a short-term basis (maximum one year) with the intent to retain the nominee before his/her election as director. In this case, consideration shall also be given to the nominees situation (notably overboarding or other factors of concern).
In consideration of the principle that censors should be appointed on a short-term basis, vote against any proposal to renew the term of a censor or to extend the statutory term of censors.
Please see the International Classification of Directors on the following page.
Cumulative Voting Middle East and Africa (MEA)
For MEA markets, in cases where:
| Directors are proposed for (re)election through a cumulative voting system, or |
|
Director elections do not take place through a cumulative voting system, but the number of nominees up for
(re)election exceeds the number of board vacancies, |
Social Advisory Services will recommend a vote on a case-by-case basis, considering additional factors, for the purpose of identifying the best suited nominees to add value for shareholders. Positive vote recommendations will be issued preferentially in favor of the following categories of candidates:
| Candidates who can be identified as representatives of minority shareholders of the company, or independent candidates, namely: |
| Candidates who can be classified as independent according to SRI policy, or, failing that, |
| Candidates explicitly classified as independent per the companys director classification. |
| Candidates whose professional background may have the following benefits: |
| Increasing the diversity of incumbent directors professional profiles and skills (thanks to their financial expertise, international experience, executive positions/directorships at other listed companies, or other relevent factors. |
| Bringing to the current board of directors relevant experience in areas linked to the companys business, evidenced by current or past board memberships or management functions at other companies. |
| Incumbent board members and candidates explicitly supported by the companys management. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 13 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Classification of Directors International Policy 2018
Executive Director Employee or executive of the company or a wholly-owned subsidiary of the company; Any director who is classified as a non-executive, but receives salary, fees, bonus, and/or other benefits that are in line with the highest-paid executives of the company.
Non-Independent Non-Executive Director (NED) Any director who is attested by the board to be a non-independent NED; Any director specifically designated as a representative of a shareholder of the company; Any director who is also an employee or executive of a significant shareholder of the company; Any director who is also an employee or executive of a subsidiary, associate, joint venture, or company that is affiliated with a significant [1] shareholder of the company; Any director who is nominated by a dissenting significant shareholder unless there is a clear lack of material [2] connection with the dissident, either currently or historically; Beneficial owner (direct or indirect) of at least 10 percent of the companys stock, either in economic terms or in voting rights (this may be aggregated if voting power is distributed among more than one member of a defined group, e.g., members of a family that beneficially own less than 10 percent individually, but collectively own more than 10 percent), unless market best practice dictates a lower ownership and/or disclosure threshold (and in other special market-specific circumstances); Government representative; Currently provides or has provided (or a relative [3] provides) professional services [4] to the company, to an affiliate of the company, or to an individual officer of the company or of one of its affiliates in the last fiscal year in excess of USD 10,000 per year; Represents customer, supplier, creditor, banker, or other entity with which the company maintains a transactional/commercial relationship (unless the company discloses information to apply a materiality test [5] ); Any director who has a conflicting relationship with the company, including but not limited to cross-directorships with executive directors or the chairman of the company; Relative [3] of a current or former executive of the company or its affiliates; A new appointee elected other than by a formal process through the general meeting (such as a contractual appointment by a substantial shareholder); Founder/co-founder/member of founding family but not currently an employee or executive; Former executive or employee (five-year cooling off period); [7] Years of service [6] is generally not a determining factor unless it is recommended best practice in a market and/or in extreme circumstances, in which case it may be considered. Any additional relationship or principle considered to compromise independence under local corporate governance best practice guidance. [8]
Independent NED No material [2] connection, either direct or indirect, to the company (other than a board seat) or to a significant shareholder.
Employee Representative Represents employees or employee shareholders of the company (classified as employee representative and considered a non-independent NED).
Footnotes
[1] At least 10 percent of the companys stock, unless market best practice dictates a lower ownership and/or disclosure threshold.
[2] For purposes of Social Advisory Services director independence classification, material will be defined as a standard of |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 14 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
relationship financial, personal, or otherwise that a reasonable person might conclude could potentially influence ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders.
[3] Relative follows the definition of immediate family members which covers spouses, parents, children, stepparents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.
[4] Professional services can be characterized as advisory in nature and generally include the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; and legal services. The case of participation in a banking syndicate by a non-lead bank should be considered a transaction (and hence subject to the associated materiality test) rather than a professional relationship.
[5] A business relationship may be material if the transaction value (of all outstanding transactions) entered into between the company and the company or organization with which the director is associated is equivalent to either 1 percent of the companys turnover or 1 percent of the turnover of the company or organization with which the director is associated. OR, a business relationship may be material if the transaction value (of all outstanding financing operations) entered into between the company and the company or organization with which the director is associated is more than 10 percent of the companys shareholder equity or the transaction value, (of all outstanding financing operations), compared to the companys total assets, is more than 5 percent.
[6] For example, in continental Europe, directors with a tenure exceeding 12 years will be considered non-independent. In Hong Kong, Singapore and Taiwan, directors with a tenure exceeding nine years will be considered non-independent, unless the company provides sufficient and clear justification that the director is independent despite his long tenure. For purposes of independence classification of directors incorporated in the Middle East and Africa region, this criterion will be taken into account in accordance with market best practice and disclosure standards and availability.
[7]For purposes of independence classification of directors incorporated in the Middle East and Africa region, this criterion will be taken into account in accordance with market best practice and disclosure standards and availability.
[8]For MEA markets, directors past services as statutory auditor/partner of the statutory audit firm will be taken into account, with cooling-off periods in accordance with local market best practice.
|
Contested Director Elections
|
Social Advisory Services Recommendation: For contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, Social Advisory Services will make its recommendation on a case-by-case basis, determining which directors are considered best suited to add value for shareholders. |
The analysis will generally be based on, but not limited to, the following major decision factors:
| Company performance relative to its peers; |
| Strategy of the incumbents versus the dissidents; |
| Independence of directors/nominees; |
| Experience and skills of board candidates; |
| Governance profile of the company; |
| Evidence of management entrenchment; |
| Responsiveness to shareholders; |
| Whether a takeover offer has been rebuffed; and |
| Whether minority or majority representation is being sought. |
When analyzing a contested election of directors, Social Advisory Services will generally focus on two central questions: (1) Have the proponents proved that board change is warranted? And if so, (2) Are the proponent board nominees likely to effect positive change (i.e., maximize long-term shareholder value).
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 15 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Discharge of Board and Management
|
Social Advisory Services Recommendation: Generally vote for discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling controversies that the board is not fulfilling its fiduciary duties such as: |
| A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; |
| Any legal issues (e.g. civil/criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged actions yet to be confirmed (and not only the fiscal year in question), such as price fixing, insider trading, bribery, fraud, and other illegal actions; or |
| Other egregious governance issues where shareholders will bring legal action against the company or its directors. |
For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent with the board.
Vote against proposals to remove approval of discharge of board and management from the agenda.
Director, Officer, and Auditor Indemnification and Liability Provisions
|
Social Advisory Services Recommendation: |
| Vote proposals seeking indemnification and liability protection for directors and officers on a case-by-case basis. |
| Vote against proposals to indemnify auditors. |
Board Structure
|
Social Advisory Services Recommendation: |
| Vote for proposals to fix board size. |
| Vote against the introduction of classified boards and mandatory retirement ages for directors. |
| Vote against proposals to alter board structure or size in the context of a fight for control of the company or the board. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 16 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
3. CAPITAL STRUCTURE
Share Issuance Requests
General Issuances:
|
Social Advisory Services Recommendation: Evaluate share issuance requests on a case-by-case basis taking into consideration market-specific guidelines as applicable. |
For European markets, vote for issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines (e.g. issuance periods limited to 18 months for the Netherlands) . Starting in Feb 2019, the maximum will be 50 percent.
Vote for issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice recommendations provide) of currently issued capital as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines (e.g. issuance periods limited to 18 months for the Netherlands) . Starting in Feb 2019, the maximum will be 10 percent.
For UK and Irish companies, generally vote for a resolution to authorize the issuance of equity, unless:
| The general issuance authority exceeds one-third (33 percent) of the issued share capital. Assuming it is no more than one-third, a further one-third of the issued share capital may also be applied to a fully pre-emptive rights issue taking the acceptable aggregate authority to two-thirds (66 percent); |
| The routine authority to disapply preemption rights exceeds 10 percent of the issued share capital, provided that any amount above 5 percent is to be used for the purposes of an acquisition or a specified capital investment. |
For French companies:
| Vote for general issuance requests with preemptive rights, or without preemptive rights but with a binding priority right, for a maximum of 50 percent over currently issued capital. |
| Generally vote for general authorities to issue shares without preemptive rights up to a maximum of 10 percent of share capital. When companies are listed on a regulated market, the maximum discount on share issuance price proposed in the resolution must, in addition, comply with the legal discount (i.e., a maximum of 5 percent discount to the share listing price) for a vote for to be warranted. |
For Hong Kong companies, generally vote for the general issuance mandate for companies that:
| Limit the aggregate issuance request that is, for the general issuance mandate and the share reissuance mandate combined to 10 percent or less of the relevant class of issued share capital; |
| Limit the discount to 10 percent of the market price of shares; and |
| Have no history of renewing the General Issuance Mandate several times within a period of one year. |
Generally vote for a general issuance of equity or equity-linked securities without preemptive rights when the share issuance limit is not more than 10 percent of the companys issued share capital and 50 percent with preemptive rights for all Singapore companies, with the exception of Catalist-listed companies and Real Estate Investment
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 17 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Trusts.
For Singapore companies listed on the Catalist market of the SGX, generally vote for a general issuance of equity or equity-linked securities without preemptive rights when the share issuance limit is not more than 20 percent of the companys issued share capital and 100 percent with preemptive rights. For Real Estate Investment Trusts, generally vote for a general issuance of equity or equity-linked securities without preemptive rights when the unit issuance limit is not more than 20 percent of its issued unit capital and 50 percent with preemptive rights.
For companies listed on the Main Market and ACE Market of the Bursa Malaysia Securities Bhd (Exchange), vote for issuance requests without preemptive rights to a maximum of 10 percent of currently issued capital. For real estate investment trusts (REITs), vote for issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital.
Increases in Authorized Capital
|
Social Advisory Services Recommendation: Vote for non-specific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding. |
Vote for specific proposals to increase authorized capital to any amount, unless:
| The specific purpose of the increase (such as a share-based acquisition or merger) does not meet Social Advisory Services guidelines for the purpose being proposed; or |
| The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances. |
Vote against proposals to adopt unlimited capital authorizations.
Reduction of Capital
|
Social Advisory Services Recommendation: Vote for proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders. |
Vote proposals to reduce capital in connection with corporate restructuring on a case-by-case basis.
Capital Structures
|
Social Advisory Services Recommendation: Vote for resolutions that seek to maintain or convert to a one-share, one-vote capital structure. |
Vote against requests for the creation or continuation of dual-class capital structures or the creation of new or additional supervoting shares.
Preferred Stock
|
Social Advisory Services Recommendation: |
| Vote for the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 18 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| Vote for the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets Social Advisory Services guidelines on equity issuance requests. |
| Vote against the creation of a new class of preference shares that would carry superior voting rights to the common shares. |
| Vote against the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid. |
| Vote proposals to increase blank check preferred authorizations on a case-by-case basis. |
Debt Issuance Requests
|
Social Advisory Services Recommendation: Vote non-convertible debt issuance requests on a case-by-case basis, with or without pre-emptive rights. |
Vote for the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets Social Advisory Services guidelines on equity issuance requests.
Vote for proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.
Pledging of Assets for Debt
|
Social Advisory Services Recommendation: Vote proposals to approve the pledging of assets for debt on a case-by-case basis. |
Increase in Borrowing Powers
|
Social Advisory Services Recommendation: Vote proposals to approve increases in a companys borrowing powers on a case-by-case basis. |
Share Repurchase Plans
|
Social Advisory Services Recommendation: Generally vote for market repurchase authorities (share repurchase programs) if the terms comply with the following criteria: |
| A repurchase limit of up to 10 percent of outstanding issued share capital; |
| A holding limit of up to 10 percent of a companys issued share capital in treasury (on the shelf); and |
| Duration of no more than 5 years, or such lower threshold as may be set by applicable law, regulation, or code of governance best practice. |
Authorities to repurchase shares in excess of the 10 percent repurchase limit will be assessed on a case-by-case basis. Social Advisory Services may support such share repurchase authorities under special circumstances, which are required to be publicly disclosed by the company, provided that, on balance, the proposal is in shareholders interests. In such cases, the authority must comply with the following criteria:
| A holding limit of up to 10 percent of a companys issued share capital in treasury (on the shelf);, and |
| Duration of no more than 18 months. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 19 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
In markets where it is normal practice not to provide a repurchase limit, Social Advisory Services will evaluate the proposal based on the companys historical practice. However, Social Advisory Services expects companies to disclose such limits and, in the future, may recommend a vote against companies that fail to do so. In such cases, the authority must comply with the following criteria:
| A holding limit of up to 10 percent of a companys issued share capital in treasury (on the shelf); and |
| Duration of no more than 18 months. |
In addition, Social Advisory Services will recommend against any proposal where:
| The repurchase can be used for takeover defenses; |
| There is clear evidence of abuse; |
| There is no safeguard against selective buybacks; |
| Pricing provisions and safeguards are deemed to be unreasonable in light of market practice. |
Market-Specific Exceptions
For Italy and Germany, vote for share-repurchase plans and share reissuance plans that would use call and put options if the following criteria are met:
| The duration of the options is limited in time to no more than 18 months; |
| The total number of shares covered by the authorization is disclosed; |
| The number of shares that would be purchased with call options and/or sold with put options is limited to a maximum of 5 percent of currently outstanding capital (or half of the total amounts allowed by law in Italy and Germany); |
| A financial institution, with experience conducting sophisticated transactions, is indicated as the party responsible for the trading; and |
| The company has a clean track record regarding repurchases. |
For Singapore, generally vote for resolutions authorizing the company to repurchase its own shares, unless the premium over the average trading price of the shares as implied by the maximum price paid exceeds 5 percent for on-market and/or off-market repurchases
Reissuance of Shares Repurchased
|
Social Advisory Services Recommendation: Vote for requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past. |
Capitalization of Reserves for Bonus Issues/Increase in Par Value
|
Social Advisory Services Recommendation: Vote for requests to capitalize reserves for bonus issues of shares or to increase par value. |
Private Placement
|
Social Advisory Services Recommendation: For Canadian companies, vote case-by-case on private placement issuances taking into account: |
| Whether other resolutions are bundled with the issuance; |
| Whether the rationale for the private placement issuance is disclosed; |
| Dilution to existing shareholders position: |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 20 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| issuance that represents no more than 30 percent of the companys outstanding shares on a non-diluted basis is considered generally acceptable; |
| Discount/premium in issuance price to the unaffected share price before the announcement of the private placement; |
| Market reaction: The markets response to the proposed private placement since announcement; and |
| Other applicable factors, including conflict of interest, change in control/management, evaluation of other alternatives. |
Generally vote for the private placement issuance if it is expected that the company will file for bankruptcy if the transaction is not approved or the companys auditor/management has indicated that the company has going concern issues.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 21 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
4. COMPENSATION
Preamble
The assessment of compensation follows the Social Advisory Services Global Principles on Executive and Director Compensation which are detailed below. These principles take into account global corporate governance best practice.
The Global Principles on Compensation underlie market-specific policies in all markets:
| Provide shareholders with clear, comprehensive compensation disclosures; |
| Maintain appropriate pay structure with emphasis on long-term shareholder value; |
| Avoid arrangements that risk pay for failure; |
| Maintain an independent and effective compensation committee; |
| Avoid inappropriate pay to non-executive directors. |
European Guidelines
In line with European Commission Recommendation 2004/913/EC, Social Advisory Services believes that seeking annual shareholder approval for a companys compensation policy is a positive corporate governance provision.
In applying the Five Global Principles, Social Advisory Services has formulated European Compensation Guidelines which take into account local codes of governance, market best practice, and the Recommendations published by the European Commission. Social Advisory Services analyzes compensation-related proposals based on the role of the beneficiaries and has therefore divided its executive and director compensation policy into two domains:
| Executive compensation-related proposals; and |
| Non-executive director compensation-related proposals |
Executive Compensation-Related Proposals
|
Social Advisory Services Recommendation: Social Advisory Services will evaluate management proposals seeking ratification of a companys executive compensation-related items on a case-by-case basis, and, where relevant, will take into account the European Pay for Performance (EP4P) model 4 outcomes within a qualitative review of a companys remuneration practices. Social Advisory Services will generally recommend a vote against a companys compensation-related proposal if such proposal fails to comply with one or a combination of several of the global principles and their corresponding rules: |
| Provide shareholders with clear and comprehensive compensation disclosures: |
4 Definition of Pay-for-Performance Evaluation:
Social Advisory Services annually conducts a pay-for-performance analysis to measure the alignment between pay and performance over a sustained period. With respect to companies in the European Main Indices, this analysis considers the following:
◾ | Peer Group Alignment: |
✓ | The degree of alignment between the companys annualized TSR rank and the CEOs annualized total pay rank within a peer group, each measured over a three-year period. |
✓ | The multiple of the CEOs total pay relative to the peer group median. |
◾ | Absolute Alignment the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 22 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| Information on compensation-related proposals shall be made available to shareholders in a timely manner; |
| The level of disclosure of the proposed compensation policy shall be sufficient for shareholders to make an informed decision and shall be in line with what local market best practice standards dictate; |
| Companies shall adequately disclose all elements of the compensation, including: |
| Any short- or long-term compensation component must include a maximum award limit. |
| Long-term incentive plans must provide sufficient disclosure of (i) the exercise price/strike price (options); (ii) discount on grant; (iii) grant date/period; (iv) exercise/vesting period; and, if applicable, (v) performance criteria. |
| Discretionary payments, if applicable. |
| Maintain appropriate pay structure with emphasis on long-term shareholder value: |
| The structure of the companys short-term incentive plan shall be appropriate. |
| The compensation policy must notably avoid guaranteed or discretionary compensation. |
| The structure of the companys long-term incentives shall be appropriate, including, but not limited to, dilution, vesting period, and, if applicable, performance conditions. |
| Equity-based plans or awards that are linked to long-term company performance will be evaluated using Social Advisory Services general policy for equity-based plans; and |
| For awards granted to executives, Social Advisory Services will generally require a clear link between shareholder value and awards, and stringent performance-based elements. |
| The balance between short- and long-term variable compensation shall be appropriate |
| The companys executive compensation policy must notably avoid disproportionate focus on short-term variable element(s) |
| Avoid arrangements that risk pay for failure: |
| The board shall demonstrate good stewardship of investors interests regarding executive compensation practices (principle being supported by Pay for Performance Evaluation). |
| There shall be a clear link between the companys performance and variable awards. |
| There shall not be significant discrepancies between the companys performance and real executive payouts. |
| The level of pay for the CEO and members of executive management should not be excessive relative to peers, company performance, and market practices. |
| Significant pay increases shall be explained by a detailed and compelling disclosure. |
| Severance pay agreements must not be in excess of (i) 24 months pay or of (ii) any more restrictive provision pursuant to local legal requirements and/or market best practices. |
| Arrangements with a company executive regarding pensions and post-mandate exercise of equity-based awards must not result in an adverse impact on shareholders interests or be misaligned with good market practices. |
| Maintain an independent and effective compensation committee: |
| No executives may serve on the compensation committee. |
| In certain markets the compensation committee shall be composed of a majority of independent members, as per Social Advisory Services policies on director election and board or committee composition. |
In addition to the above, Social Advisory Services will generally recommend a vote against a compensation-related proposal if such proposal is in breach of any other supplemental market-specific voting policies.
Non-Executive Director Compensation
| Avoid inappropriate pay to non-executive directors. |
|
Social Advisory Services Recommendation: Generally vote for proposals to award cash fees to non-executive directors. |
Vote against where:
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 23 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| Documents (including general meeting documents, annual report) provided prior to the general meeting do not mention fees paid to non-executive directors. |
| Proposed amounts are excessive relative to other companies in the country or industry. |
| The company intends to increase the fees excessively in comparison with market/sector practices, without stating compelling reasons that justify the increase. |
| Proposals provide for the granting of stock options, performance-based equity compensation (including stock appreciation rights and performance-vesting restricted stock), and performance-based cash to non-executive directors. |
| Proposals introduce retirement benefits for non-executive directors. |
Vote on a case-by-case basis where:
| Proposals include both cash and share-based components to non-executive directors. |
| Proposals bundle compensation for both non-executive and executive directors into a single resolution. |
Equity-Based Compensation Guidelines
|
Social Advisory Services Recommendation: Generally vote for equity based compensation proposals for employees if the plan(s) are in line with long-term shareholder interests and align the award with shareholder value. This assessment includes, but is not limited to, the following factors: |
The volume of awards transferred to participants must not be excessive: the potential volume of fully diluted issued share capital from equity-based compensation plans must not exceed the following Social Advisory Services guidelines:
| The shares reserved for all share plans may not exceed 5 percent of a companys issued share capital, except in the case of high-growth companies or particularly well-designed plans, in which case we allow dilution of between 5 and 10 percent: in this case, we will need to have performance conditions attached to the plans which should be acceptable under Social Advisory Services criteria (challenging criteria). In addition, for companies in Hong Kong and Singapore, Social Advisory Services will support a plans dilution limit that exceeds these thresholds if the annual grant limit under the plan is 0.5 percent or less for a mature company (1 percent or less for a mature company with clearly disclosed performance criteria) and 1 percent or less for a growth company; |
| The plan(s) must be sufficiently long-term in nature/structure: the minimum vesting period must be no less than three years from date of grant; |
| The awards must be granted at market price. Discounts, if any, must be mitigated by performance criteria or other features that justify such discount. |
| If applicable, performance standards must be fully disclosed, quantified, and long-term, with relative performance measures preferred. |
Market-specific provisions for France:
| The potential volume from equity-based compensation plans must not exceed 10 percent of fully diluted issued share capital. |
| In addition, for companies that refer to the AFEP-MEDEF Code, all awards (including stock options and warrants) to executives shall be conditional upon challenging performance criteria or premium pricing. For companies referring to the Middlenext Code (or not referring to any code) at least part of the awards to executives shall be conditional upon performance criteria or premium pricing. In both cases, free shares shall remain subject to performance criteria for all beneficiaries. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 24 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Finally, for large- and mid-cap companies, the companys average three year unadjusted burn rate (or, if lower, on the maximum volume per year implied by the proposal made at the general meeting) must not exceed the mean plus one standard deviation of its sector but no more than one percentage point from the prior year sector cap.
Compensation-Related Voting Sanctions
Should a company be deemed to have egregious remuneration practices (as a result of one or a combination of several factors highlighted above) and has not followed market practice by submitting a resolution on executive compensation, vote against other appropriate resolutions as a mark of discontent against such practices.
An adverse vote recommendation could be applied to any of the following on a case-by case basis:
| The (re)election of members of the remuneration committee; |
| The discharge of directors; or |
| The annual report and accounts. |
Failure to propose a resolution on executive compensation to shareholders in a market where this is routine practice may, by itself, lead to one of the above adverse vote recommendations regardless of the companies remuneration practices.
Stock Option Plans Adjustment for Dividend (Nordic Region)
|
Social Advisory Services Recommendation: |
Vote against stock option plans in Denmark, Finland, Norway, and Sweden if evidence is found that they contain provisions that may result in a disconnect between shareholder value and employee/executive reward.
This includes one or a combination of the following:
| Adjusting the strike price for future ordinary dividends AND including expected dividend yield above 0 percent when determining the number of options awarded under the plan; |
| Having significantly higher expected dividends than actual historical dividends; |
| Favorably adjusting the terms of existing options plans without valid reason; and/or |
| Any other provisions or performance measures that result in undue award. |
This policy applies to both new plans and amendments to introduce the provisions into already existing stock option plans. Social Advisory Services will make an exception if a company proposes to reduce the strike price by the amount of future special (extraordinary) dividends only.
Generally vote against if the potential increase of share capital amounts to more than 5 percent for mature companies or 10 percent for growth companies or if options may be exercised below the market price of the share at the date of grant, or that employee options do not lapse if employment is terminated.
Share Matching Plans (Sweden and Norway)
|
Social Advisory Services Recommendation: |
Social Advisory Services considers the following factors when evaluating share matching plans:
| For every share matching plan, Social Advisory Services requires a holding period. |
| For plans without performance criteria, the shares must be purchased at market price. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 25 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| For broad-based share matching plans directed at all employees, Social Advisory Services accepts an arrangement up to a 1:1 ratio, i.e. no more than one free share is awarded for every share purchased at market value.. |
In addition, for plans directed at executives, we require that sufficiently challenging performance criteria be attached to the plan. Higher discounts demand proportionally higher performance criteria.
The dilution of the plan when combined with the dilution from any other proposed or outstanding employee stock purchase/stock matching plans, must comply with Social Advisory Services guidelines.
Canadian Guidelines
|
Social Advisory Services Recommendation: Evaluate executive pay and practices, as well as certain aspects of outside director compensation on a case-by-case basis. |
Vote against management say on pay (MSOP) proposals, withhold from compensation committee members (or in rare cases where the full board is deemed responsible, all directors including the CEO), and/or against an equity-based incentive plan proposal if:
| There is a misalignment between CEO pay and company performance (pay for performance) |
| The company maintains problematic pay practices; or |
| The board exhibits poor communication and responsiveness to shareholders. |
Pay for Performance:
| Rationale for determining compensation (e.g., why certain elements and pay targets are used, how they are used in relation to the companys business strategy, and specific incentive plan goals, especially retrospective goals) and linkage of compensation to long-term performance; |
| Evaluation of peer group benchmarking used to set target pay or award opportunities; |
| Analysis of company performance and executive pay trends over time, taking into account our Pay-for- Performance policy; |
| Mix of fixed versus variable and performance versus non-performance-based pay. |
Pay Practices:
| Assessment of compensation components included in the Problematic Pay Practices policy such as: perks, severance packages, employee loans, supplemental executive pension plans, internal pay disparity and equity plan practices (including option backdating, repricing, option exchanges, or cancellations/surrenders and re-grants, etc.); |
| Existence of measures that discourage excessive risk taking which include but are not limited to: clawbacks, holdbacks, stock ownership requirements, deferred compensation practices etc. |
Board Communications and Responsiveness:
| Clarity of disclosure (e.g. whether the companys Form 51-102F6 disclosure provides timely, accurate, clear information about compensation practices in both tabular format and narrative discussion); |
| Assessment of boards responsiveness to investor concerns on compensation issues (e.g., whether the company engaged with shareholders and / or responded to majority-supported shareholder proposals relating to executive pay). |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 26 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposals
|
Social Advisory Services Recommendation: Vote case-by-case on management proposals for an advisory shareholder vote on executive compensation. Vote against these resolutions in cases where boards have failed to demonstrate good stewardship of investors interests regarding executive compensation practices. |
In general, the management say on pay (MSOP) ballot item is the primary focus of voting on executive pay practices dissatisfaction with compensation practices can be expressed by voting against MSOP rather than withholding or voting against the compensation committee. However, if there is no MSOP on the ballot, then the negative vote will apply to members of the compensation committee. In addition, in egregious cases, or if the board fails to respond to concerns raised by a prior MSOP proposal, then vote against or withhold from compensation committee members (or, if the full board is deemed accountable, all directors). If the negative factors involve equity-based compensation, then vote against an equity-based plan proposal presented for shareholder approval.
Equity Compensation Plans
|
Social Advisory Services Recommendation: Vote case-by-case on equity-based compensation plans using an equity plan scorecard (EPSC) approach. Under this approach, certain features and practices related to the plan 5 are assessed in combination, with positively-assessed factors potentially counterbalancing negatively-assessed factors and vice-versa. Factors are grouped into three pillars: |
| Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) in relation to peers and considering both: |
| SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
| SVT based only on new shares requested plus shares remaining for future grants. |
| Plan Features: |
| Absence of problematic change-in-control (CIC) provisions, including: |
| Single-trigger acceleration of award vesting in connection with a CIC; and |
| Settlement of performance-based equity at target or above in the event of a CIC-related acceleration of vesting regardless of performance. |
| No financial assistance to plan participants for the exercise or settlement of awards; |
| Public disclosure of the full text of the plan document; and |
| Reasonable share dilution from equity plans relative to market best practices. |
| Grant Practices: |
| Reasonable three-year average burn rate relative to market best practices; |
| Meaningful time vesting requirements for the CEOs most recent equity grants (three-year lookback); |
| The issuance of performance-based equity to the CEO; |
| A clawback provision applicable to equity awards; and |
| Post-exercise or post-settlement share-holding requirements (S&P/TSX Composite Index only). |
Generally vote against the plan proposal if the combination of above factors, as determined by an overall score, indicates that the plan is not in shareholders interests. In addition, vote against the plan if any of the following unacceptable factors have been identified:
| Discretionary or insufficiently limited non-employee director participation; |
| An amendment provision which fails to adequately restrict the companys ability to amend the plan without shareholder approval; |
5 In cases where certain historic grant data are unavailable (e.g. following an IPO or emergence from bankruptcy), Special Cases models will be applied which omit factors requiring these data.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 27 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
| A history of repricing stock options without shareholder approval (three-year look-back); |
| The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
| Any other plan features that are determined to have a significant negative impact on shareholder interests. |
Director Compensation- TSX
|
Social Advisory Services Recommendation: On a case-by-case basis, generally withhold from members of the committee responsible for director compensation (or, where no such committee has been identified, the board chair or full board) where director compensation practices which pose a risk of compromising a non-employee directors independence or which otherwise appear problematic from the perspective of shareholders have been identified, including: |
| Excessive (relative to standard market practice) inducement grants issued upon the appointment or election of a new director to the board (consideration will be given to the form in which the compensation has been issued and the boards rationale for the inducement grant); |
| Performance-based equity grants to non-employee directors which could pose a risk of aligning directors interests away from those of shareholders and toward those of management; and |
| Other significant problematic practices relating to director compensation. |
Other Compensation Plans
Employee Stock Purchase Plans (ESPPs, ESOPs)
|
Social Advisory Services Recommendation: Generally vote for broadly based (preferably all employees of the company with the exclusion of individuals with 5 percent or more beneficial ownership of the company) employee stock purchase plans where the following apply: |
| Reasonable limit on employee contribution (may be expressed as a fixed dollar amount or as a percentage of base salary excluding bonus, commissions and special compensation); |
| Employer contribution of up to 25 percent of employee contribution and no purchase price discount or employer contribution of more than 25 percent of employee contribution and SVT cost of the companys equity plans is within the allowable cap for the company; |
| Purchase price is at least 80 percent of fair market value with no employer contribution; |
| Potential dilution together with all other equity-based plans is 10 percent of outstanding common shares or less; and |
| The Plan Amendment Provision requires shareholder approval for amendments to: |
| The number of shares reserved for the plan; |
| The allowable purchase price discount; |
| The employer matching contribution amount. |
Treasury funded ESPPs, as well as market purchase funded ESPPs requesting shareholder approval, will be considered to be incentive based compensation if the employer match is greater than 25 percent of the employee contribution. In this case, the plan will be run through the Social Advisory Services compensation model to assess the Shareholder Value Transfer (SVT) cost of the plan together with the companys other equity-based compensation plans.
Eligibility and administration are also key factors in determining the acceptability of an ESPP/ESOP plan.
Social Advisory Services will also take into account other compensation and benefit programs, in particular pensions.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 28 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Deferred Share Unit Plans
|
Social Advisory Services Recommendation: Generally vote for Deferred Compensation Plans if: |
| Potential dilution together with all other equity-based compensation is ten percent of the outstanding common shares or less. |
Other elements of director compensation to evaluate in conjunction with deferred share units include:
| Director stock ownership guidelines of a minimum of three times annual cash retainer; |
| Vesting schedule or mandatory deferral period which requires that shares in payment of deferred units may not be paid out until the end of three years; |
| The mix of remuneration between cash and equity; |
| Other forms of equity-based compensation, i.e. stock options, restricted stock. |
International Guidelines
|
Social Advisory Services Recommendation: Evaluate executive and director compensation proposals on a case-by-case basis taking into consideration the Global Principles as applicable. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 29 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
5. OTHER ITEMS
Reorganizations/Restructurings
|
Social Advisory Services Recommendation: Vote reorganizations and restructurings on a case-by-case basis. |
Mergers and Acquisitions
|
Social Advisory Services Recommendation: Vote case-by-case on mergers and acquisitions taking into account the following: |
For every M&A analysis, Social Advisory Services reviews publicly available information as of the date of the report and evaluates the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
| Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, Social Advisory Services places emphasis on the offer premium, market reaction, and strategic rationale; |
| Market reaction - How has the market responded to the proposed deal? A negative market reaction will cause Social Advisory Services to scrutinize a deal more closely; |
| Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions; |
| Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? Social Advisory Services will consider whether any special interests may have influenced these directors and officers to support or recommend the merger; |
| Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
| Stakeholder impact - Impact on community stakeholders including impact on workforce, environment, etc. |
Vote against if the companies do not provide sufficient information upon request to make an informed voting decision.
Mandatory Takeover Bid Waivers
|
Social Advisory Services Recommendation: Vote proposals to waive mandatory takeover bid requirements on a case-by-case basis. |
Reincorporation Proposals
|
Social Advisory Services Recommendation: Vote reincorporation proposals on a case-by-case basis. |
Expansion of Business Activities
|
Social Advisory Services Recommendation: Vote for resolutions to expand business activities unless the new business takes the company into risky areas. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 30 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Related-Party Transactions
|
Social Advisory Services Recommendation: Vote related-party transactions on a case-by-case basis considering factors including, but not limited to, the following: |
| The parties on either side of the transaction; |
| The nature of the asset to be transferred/service to be provided; |
| The pricing of the transaction (and any associated professional valuation); |
| The views of independent directors (where provided); |
| The views of an independent financial adviser (where appointed); |
| Whether any entities party to the transaction (including advisers) is conflicted; and |
| The stated rationale for the transaction, including discussions of timing. |
If there is a transaction that is deemed problematic and that was not put to a shareholder vote, Social Advisory Services may recommend against the election of the director(s) involved in the related-party transaction or against the full board.
Antitakeover Mechanisms
|
Social Advisory Services Recommendation: Vote against all antitakeover proposals unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer. |
As of Feb. 1, 2016, for French companies listed on a regulated market, generally vote against any general authorities impacting the share capital (i.e. authorities for share repurchase plans and any general share issuances with or without preemptive rights, including by capitalization of reserves) if they can be used for antitakeover purposes without shareholders prior explicit approval.
Social and Environmental Proposals
|
Social Advisory Services Recommendation: Generally vote in favor of social and environmental proposals that seek to promote good corporate citizenship while enhancing long-term shareholder and stakeholder value. In determining votes on shareholder social and environmental proposals, the following factors are considered: |
| Whether the proposal itself is well framed and reasonable; |
| Whether adoption of the proposal would have either a positive or negative impact on the companys short-term or long-term share value; |
| Whether the companys analysis and voting recommendation to shareholders is persuasive; |
| The degree to which the companys stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; |
| Whether the subject of the proposal is best left to the discretion of the board; |
| Whether the issues presented in the proposal are best dealt with through legislation, government regulation, or company-specific action; |
| The companys approach compared with its peers or any industry standard practices for addressing the issue(s) raised by the proposal; |
| Whether the company has already responded in an appropriate or sufficient manner to the issue(s) raised in the proposal; |
| If the proposal requests increased disclosure or greater transparency, whether or not sufficient information is publically available to shareholders and whether it would be unduly burdensome for the company to compile and avail the requested information to shareholders in a more comprehensive or amalgamated fashion; and |
| Whether implementation of the proposal would achieve the objectives sought in the proposal. |
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 31 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
Generally vote for social and environmental shareholder proposals that seek greater disclosure on topics such as human/labor rights, workplace safety, environmental practices and climate change risk, sustainable business practices etc.
Vote all other social and environmental proposals on a case-by-case basis, taking into account the considerations outlined above.
6. FOREIGN PRIVATE ISSUERS
Foreign private issuers (FPIs) are defined as companies whose business is administered principally outside the U.S., with more than 50 percent of assets located outside the U.S.; a majority of whose directors/officers are not U.S. citizens or residents; and a majority of whose outstanding voting shares are held by non-residents of the U.S. Companies that are incorporated outside of the U.S. and listed solely on U.S. exchanges, where they qualify as FPIs, will be subject to the following policy:
Vote against or withhold from non-independent director nominees at companies which fail to meet the following criteria: a majority-independent board, and the presence of an audit, compensation, and a nomination committee, each of which is entirely composed of independent directors. Where the design and disclosure levels of equity compensation plans are comparable to those seen at U.S. companies, U.S. compensation policy will be used to evaluate the compensation plan proposals. All other voting items will be evaluated using the relevant regional or market proxy voting guidelines.
While a firms country of incorporation will remain the primary basis for evaluating companies, Social Advisory Services will generally apply its U.S. policies to the extent possible with respect to issuers that file DEF 14As, 10-K annual reports, and 10-Q quarterly reports, and are thus considered domestic issuers by the U.S. Securities and Exchange Commission (SEC). U.S. policies will also apply to companies listed on U.S. exchanges as Foreign Private Issuers (FPIs) and that may be exempt from the disclosure and corporate governance requirements that apply to most companies traded on U.S. exchanges, including a number of SEC rules and stock market listing requirements. Corporations that have reincorporated outside the U.S. have found themselves subject to a combination of governance regulations and best practice standards that may not be entirely compatible with an evaluation framework based solely on the country of incorporation.
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 32 of 33 |
|
2018 SRI International Proxy Voting Guidelines | |||
This document and all of the information contained in it, including without limitation all text, data, graphs, and charts (collectively, the Information) is the property of Institutional Shareholder Services Inc. (ISS), its subsidiaries, or, in some cases third party suppliers.
The Information has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and ISS does not endorse, approve, or otherwise express any opinion regarding any issuer, securities, financial products or instruments or trading strategies.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information.
ISS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY, AND FITNESS for A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by law, in no event shall ISS have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits), or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited.
|
The Global Leader In Corporate Governance |
www.issgovernance.com
Enabling the financial community to manage governance risk for the benefit of shareholders. |
||||
© 2018 ISS | Institutional Shareholder Services | 33 of 33 |
Fund | Ticker | Stock Exchange | ||
FlexShares ® Ready Access Variable Income Fund | RAVI | NYSE Arca | ||
FlexShares ® Core Select Bond Fund | BNDC | NYSE Arca |
FUND |
NUMBER
OF SHARES
PER CREATION UNIT
|
|
FlexShares Ready Access Variable Income Fund | 50,000 | |
FlexShares Core Select Bond Fund | 25,000 |
1) | Make loans, except through (a) the purchase of debt obligations in accordance with the Fund’s investment objective and strategies, (b) repurchase agreements with banks, brokers, dealers and other financial institutions, (c) loans of securities, and (d) loans to affiliates of the Fund to the extent permitted by law. |
2 | Purchase or sell real estate or real estate limited partnerships, but this restriction shall not prevent the Fund from investing directly or indirectly in portfolio instruments secured by real estate or interests therein or from acquiring securities of real estate investment trusts or other issuers that deal in real estate. |
3) | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund (i) from purchasing or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments backed by physical commodities). |
4) | Act as underwriter of securities, except as the Fund may be deemed to be an underwriter under the Securities Act in connection with the purchase and sale of portfolio instruments in accordance with its investment objective and portfolio management strategies. |
5) | Borrow money, except (i) that to the extent permitted by applicable law (a) the Fund may borrow from banks, other affiliated investment companies and other persons, and may engage in reverse repurchase agreements and other transactions which involve borrowings, in amounts up to 33 1/3% of its total assets (including the amount borrowed) or such other percentage permitted by law, (b) the Fund may borrow up to an additional 5% of its total assets for temporary purposes, (c) the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities, and (d) the Fund may purchase securities on margin; and (ii) that (a) collateral arrangements in connection with short sales, options, futures, options on futures or other permitted investment practices and collateral arrangements with respect to initial or variation margin for such transaction will not be deemed to be a pledge or other encumbrance of the Fund’s assets, and (b) assets held in escrow or in a separate account in connection with the Fund’s permitted investment practices will not be considered to be borrowings or deemed to be a pledge or other encumbrance of the Fund’s assets. If due to market fluctuations or other reasons the Fund’s borrowings exceed the limitations stated above, the Trust will promptly reduce the borrowings of the Fund in accordance with the 1940 Act. |
6) | Issue any senior security, except as permitted under the 1940 Act, as amended and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. |
7) | Concentrate its investments ( i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries). For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
1) | Make loans, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
2) | Purchase or sell real estate, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
3) | Purchase or sell commodities, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
4) | Act as underwriter of securities, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
5) | Borrow money, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
6) | Issue any senior security, except to the extent permitted under the 1940 Act, rules and regulations thereunder or any exemption therefrom as such statute, rules or regulations may be amended or interpreted from time to time. |
7) | Concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry. |
8) | With respect to 75% of the Fund’s assets (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of any one issuer, or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. |
1) | Make loans, except through: (a) the purchase of debt obligations in accordance with the Fund’s investment objective and strategies; (b) repurchase agreements with banks, brokers, dealers and other financial institutions; (c) loans of securities; and (d) loans to affiliates of the Funds to the extent permitted by law. |
2) | Purchase or sell real estate or real estate limited partnerships, but this restriction shall not prevent the Fund from (a) investing directly or indirectly in portfolio instruments secured by real estate or interests therein; (b) from acquiring securities of real estate investment trusts or other issuers that deal in real estate or mortgage-related securities; or (c) holding and selling real estate acquired by the Fund as a result of ownership of securities. |
3) | Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund: (i) from purchasing or selling options, futures contracts or other derivative instruments; or (ii) from investing in securities or other instruments backed by physical commodities) |
4) | Act as underwriter of securities, except as the Fund may be deemed to be an underwriter under the Securities Act in connection with the purchase and sale of portfolio instruments in accordance with its investment objective and portfolio management strategies. |
5) | Borrow money, except that to the extent permitted by applicable law: (a) the Fund may borrow from banks, other affiliated investment companies and other persons, and may engage in reverse repurchase agreements and other transactions which involve borrowings, in amounts up to 33 1/3% of its total assets (including the amount borrowed) or such other percentage permitted by law; (b) the Fund may borrow up to an additional 5% of its total assets for temporary purposes; (c) the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities; and (d) the Fund may purchase securities on margin. If due to market fluctuations or other reasons the Fund’s borrowings exceed the limitations stated above, the Trust will promptly reduce the borrowings of the Fund in accordance with the 1940 Act. |
NAME,
ADDRESS,
(1)
AGE, POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE AS TRUSTEE (2) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX (3) OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS (4) |
|||
NON-INTERESTED TRUSTEES | ||||||
Sarah
N. Garvey
Age: 66 Trustee since July 2011 |
• Chairman of the Board of Navy Pier from 2011 to 2013 and Member of the Board since 2011; | 25 | NONE | |||
• Member of the Board of Directors of The Civic Federation since 2004; | ||||||
• Member of the Executive Committee and Chairman of the Audit Committee since 2017 and Trustee of the Art Institute of Chicago since 2011. | ||||||
Philip
G. Hubbard
Age: 66 Trustee since July 2011 |
• Managing Partner of Solidian Fund, LP and Solidian Management, LLC (a fund of hedge funds platform for family and friends investments) since 2001; | 25 | NONE | |||
• President of Hubbard Management Group, LLC (a personal investment vehicle) since 2001; | ||||||
• Chairman of the Board of Trustees of the Wheaton College Trust Company, N.A. since 2004; | ||||||
• Member since 1998 of the Board of Trustees of Wheaton College; | ||||||
• Chairman of the Board of Directors of the English Language Institute/China (a nonprofit educational organization) since 1993; |
NAME,
ADDRESS,
(1)
AGE, POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE AS TRUSTEE (2) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX (3) OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS (4) |
|||
• Member of the Board of First Cup, LLC (restaurant franchising) since 2014. | ||||||
Eric
T. McKissack
Age: 64 Trustee and Chairman since July 2011 |
• Founder and CEO of Channing Capital Management, LLC (an SEC registered investment adviser) since 2004; | 25 |
Consulting
Group
Capital Markets Funds (10 Portfolios) since April 2013 |
|||
• Member of the Board of Trustees, the Investment Committee, and the Finance Committee of the Art Institute of Chicago since 2002; | ||||||
• Member of the Board of Grand Victoria Foundation since 2011; Member of the Board of the Graham Foundation since 2014; | ||||||
• Member of the Keystone Board of the Shirley Ryan AbilityLab since 2001. | ||||||
INTERESTED TRUSTEE | ||||||
Shundrawn
A. Thomas
(5)
Age: 44 Trustee since July 2011 |
•
President, Northern Trust Asset Management since October 2017;
• President of the Trust from July 2011 to March 2017; • Executive Vice President, Head of Funds and Managed Accounts, Northern Trust Asset Management from June 2014 to October 2017; |
25 |
Northern
Funds
(44 Portfolios) since October 2017 and Northern Institutional Funds (7 Portfolios) since October 2017 |
|||
• Managing Director and Global Business Head of the Exchange-Traded Funds Group, Northern Trust Asset Management from 2010 to 2014; | ||||||
• Member of the Board of Florida A&M University Foundation since 2014; | ||||||
• Member of the Board of Trustees of Wheaton College since May 2009; |
NAME,
ADDRESS,
(1)
AGE, POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE AS TRUSTEE (2) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS |
NUMBER
OF
FUNDS IN FUND COMPLEX (3) OVERSEEN BY TRUSTEE |
OTHER
DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS (4) |
|||
• Member of the Board of Trustees of the Wheaton College Trust Company since 2009; | ||||||
• Partner at Tree of Life Resources, LLP (a multi-media company) from 2005 to 2014. |
(1) | Each Non-Interested Trustee may be contacted by writing to the Trustee, c/o Paulita Pike, Ropes & Gray LLP, 191 North Wacker Drive, 32 nd Floor, Chicago, IL 60606. Mr. Thomas may be contacted by writing to him at 50 S. LaSalle St., Chicago, Illinois 60603. |
(2) | Each Trustee will hold office for an indefinite term until the earliest of: (i) the next meeting of shareholders, if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his or her successor, if any, elected at such meeting; or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Trust’s Agreement and Declaration of Trust. |
(3) | The “Fund Complex” consists of the Trust. |
(4) | This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (i.e., public companies) or other investment companies registered under the 1940 Act. |
(5) | An “interested person,” as defined by the 1940 Act. Mr. Thomas is deemed to be an “interested” Trustee because he is an officer of NTI and its parent company. |
NAME,
ADDRESS, AGE,
POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE (1) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | |
Peter
K. Ewing
Age: 59 50 South LaSalle Street Chicago, IL 60603 President since March 2017 |
Vice President of the Trust from July 2011 to March 2017; Director of ETF Product Management, Northern Trust Investments, Inc. and Senior Vice President, The Northern Trust Company, since September 2010. | |
Craig
R. Carberry, Esq.
Age: 57 50 South LaSalle Street Chicago, IL 60603 Secretary since July 2011 |
Associate General Counsel and Senior Vice President at The Northern Trust Company since June 2015; Chief Compliance Officer of Northern Trust Investments, Inc. from October 2015 to June 2017 and Secretary since 2000; Assistant General Counsel and U.S. Funds General Counsel at The Northern Trust Company from July 2014 to June 2015; Senior Legal Counsel and U.S. Funds General Counsel at The Northern Trust Company from 2000-2014; Secretary of 50 South Capital Advisors, LLC since 2015; Secretary of Alpha Core Strategies Fund (formerly NT Alpha Strategies Fund) since 2004; Secretary of Equity Long/Short Opportunities Fund (formerly NT Equity Long/Short Strategies Fund) since 2011; Secretary of Northern Institutional Funds and Northern Funds since 2010; Secretary of The Northern Trust Company of Connecticut from 2009 to 2013. | |
Benjamin
D. Wiesenfeld
Age: 39 50 South LaSalle Street Chicago, IL 60603 Chief Compliance Officer since July 2016 |
Chief Compliance Officer of Northern Funds and Northern Institutional Funds since June 2016; Chief Compliance Officer of the Scout Funds from 2009 to 2016. |
NAME,
ADDRESS, AGE,
POSITIONS HELD WITH TRUST AND LENGTH OF SERVICE (1) |
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS | |
Randal
E. Rein
Age: 47 50 South LaSalle Street Chicago, IL 60603 Treasurer and Principal Financial Officer since July 2011 |
Senior Vice President of Northern Trust Investments, Inc. since 2010; Treasurer of Northern Funds, Northern Institutional Funds and Alpha Core Strategies Fund since 2008; Treasurer of Equity Long/Short Opportunities Fund since 2011. | |
Ann
Marie Halter
Age: 43 50 South LaSalle Street Chicago, IL 60603 Vice President since March 2017 |
Senior ETF Product Manager, Northern Trust Investments, Inc. since 2011 and Senior Vice President, The Northern Trust Company, since February 2010. | |
Marie
E. Dzanis
Age: 50 50 South LaSalle Street Chicago, IL 60603 Vice President since July 2011 |
Head of Distribution for Funds and Managed Accounts, Northern Trust Investments, Inc. since 2014; Director of ETF Sales and Servicing, Northern Trust Investments, Inc. from 2011 to 2014. | |
Peter
J. Flood
Age: 60 50 South LaSalle Street Chicago, IL 60603 Vice President since July 2011 |
Director of ETF Investment Strategy, Northern Trust Investments, Inc. since 2010; Portfolio Manager, Northern Trust Investments, Inc. from 2007 to 2014. | |
Darlene
Chappell
Age: 55 50 South LaSalle Street Chicago, IL 60603 Anti-Money Laundering Officer since July 2011 |
Anti-Money Laundering Compliance Officer for Northern Trust Investments, Inc., Northern Trust Securities, Inc., Northern Funds, Northern Institutional Funds and Alpha Core Strategies Fund (formerly NT Alpha Strategies Fund) since 2009, Equity Long/Short Opportunities Fund (formerly NT Equity Long/Short Strategies Fund) since 2011 and 50 South Capital Advisors, LLC since 2015; Vice President and Compliance Consultant for The Northern Trust Company since 2006; Anti-Money Laundering Compliance Officer for Northern Trust Company of Connecticut from 2009 to 2013. | |
Jose
J. Del Real
Age: 40 50 South LaSalle Street Chicago, IL 60603 Assistant Secretary since June 2015 |
Senior Legal Counsel and Senior Vice President, Asset Management Practice Group of the Legal Department of The Northern Trust Company since March 2017; Senior Legal Counsel and Vice President, Asset Management Practice Group of the Legal Department of The Northern Trust Company from August 2015 to March 2017; Assistant Secretary of Northern Trust Investments, Inc. since 2016; Legal Counsel and Vice President, Asset Management Practice Group of the Legal Department of The Northern Trust Company from 2014 until 2015; Assistant Secretary of Northern Funds and Northern Institutional Funds from 2011 to 2014, and since May 2015; Vice President and Regulatory Administration Senior Attorney of The Northern Trust Company from 2012 until 2014. | |
Susan
W. Yee
Age: 48 70 Fargo Street Boston, MA 02110 Assistant Secretary since October 2014 |
Vice President, Regulatory Services Group, JPMorgan Chase Bank, N.A. since 1994, in various positions. |
(1) | Officers hold office at the pleasure of the Board of Trustees until their successors are duly elected and qualified, or until they die, resign, are removed or become disqualified. |
Information as of December 31, 2017 | ||||||
Name of Non-Interested Trustee | Fund |
Dollar
Range of Equity Securities in the
Fund |
Aggregate
Dollar
Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies 1 |
|||
Sarah N. Garvey | None | None | Over $100,000 | |||
Philip G. Hubbard | None | None | None | |||
Eric T. McKissack | None | None | $10,001-$50,000 |
Information as of December 31, 2017 | ||||||
Name of Interested Trustee | Fund |
Dollar
Range of Equity Securities in the
Fund |
Aggregate
Dollar
Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies 1 |
|||
Shundrawn A. Thomas | FlexShares Ready Access Variable Income Fund | $10,001-$50,000 | Over $100,000 |
1 | The Family of Investment Companies consists only of the Funds of FlexShares Trust. Messrs. Hubbard and McKissack each have an economic interest in the Trust valued at over $100,000 by virtue of their participation in the Trust’s deferred compensation plan (the “DC Plan”) for its non-interested Trustees. Under the DC Plan, a non-interested Trustee may elect to have his or her deferred compensation treated as if it had been invested by the Trust in shares of the FlexShares Morningstar US Market Factor Tilt Index Fund, FlexShares Morningstar Emerging Markets Factor Tilt Index Fund, FlexShares Global Quality Real Estate Index Fund, FlexShares Quality Dividend Index Fund, FlexShares iBoxx 5-Year Target Duration TIPS Index Fund, FlexShares Ready Access Variable Income Fund and/or the FlexShares Morningstar Global Upstream Natural Resources |
Name of Trustee |
Aggregate
Compensation from Trust (1) |
FlexShares
Ready Access Variable Income Fund |
FlexShares
Core Select Bond Fund |
Non-Interested Trustees : | |||
Sarah N. Garvey | $132,500 | $1,969 | $ 404 |
Philip G. Hubbard | $132,500 | $1,969 | $ 404 |
Eric T. McKissack | $132,500 | $1,969 | $ 404 |
Interested Trustee: | |||
Shundrawn A. Thomas | None | None | None |
Nominee Name/Address | Percentage Ownership | |
Charles
Schwab & Co., Inc.
P.O. Box 64930 Phoenix, AZ 85082-4930 |
9.60% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
67.29% |
Nominee Name/Address | Percentage Ownership | |
National
Financial Services LLC
P.O. Box 673004 Dallas, TX 75267-3004 |
7.72% | |
The
Park National Bank
50 N. Third Street Newark, OH 43058-3500 |
12.41% | |
Enterprise
Bank & Trust Company
222 Merrimack Street Lowell, MA 01852 |
26.50% | |
Northern
Trust Company
801 S. Canal Street Chicago, IL 60607 |
43.31% |
FlexShares ® Ready Access Variable Income Fund | 0.25% | |
FlexShares ® Core Select Bond Fund | 0.35% |
Name of Fund |
Advisory
Fees Paid
During the Period or Fiscal Year Ended October 31, 2017 |
Advisory
Fees Paid
During the Fiscal Year Ended October 31, 2016 |
Advisory
Fees Paid
During the Fiscal Year Ended October 31, 2015 |
|||
FlexShares® Ready Access Variable Income Fund | $388,998 | $245,536 | $238,470 | |||
FlexShares® Core Select Bond Fund (1) | $ 9,536 | - | - |
(1) | The FlexShares Core Select Bond Fund commenced operations on November 18, 2016. For the fiscal year ended October 31, 2017, the Investment Adviser reimbursed $5,223 of the advisory fees paid by the Fund. |
Name of Fund |
Expense
Reimbursements by NTI During the Period or Fiscal Year Ended October 31, 2017 |
Expense
Reimbursements by NTI During the Fiscal Year Ended October 31, 2016 |
Expense
Reimbursements by NTI During the Fiscal Year Ended October 31, 2015 |
|||
FlexShares® Ready Access Variable Income Fund | $10,393 | $9,576 | $8,935 | |||
FlexShares® Core Select Bond Fund (1) | $ 7,354 | - | - |
(1) | The FlexShares Core Select Bond Fund commenced operations on November 18, 2016. For the fiscal year ended October 31, 2017, the Investment Adviser reimbursed $5,223 of the advisory fees paid by the Fund. |
Regular Broker-Dealer | Debt (D)/Equity (E) |
Aggregate
Holdings
(000’s) |
||
Citigroup, Inc. | D | $5,703 | ||
Credit Suisse Group | D | $1,226 | ||
Goldman Sachs & Co. | D | $1,599 | ||
HSBC Holdings PLC | D | $1,000 | ||
JPMorgan Chase & Co. | D | $3,937 | ||
Morgan Stanley & Co., Inc. | D | $1,290 | ||
UBS AG | D | $1,683 |
NAME OF FUND | PORTFOLIO MANAGERS | |
FlexShares Ready Access Variable Income Fund | Peter Yi and Bilal Memon | |
FlexShares Core Select Bond Fund | Bradley Camden, Brandon P. Ferguson and Daniel J. Personette |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 1 | $ 162,557,133.48 | 0 | $0 | ||||
Other Registered Investment Companies: | 7 | $62,000,000,000.00 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 0 | $ 0 | 0 | $0 | ||||
Other Accounts: | 0 | $ 0 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 1 | $ 162,557,133.48 | 0 | $0 | ||||
Other Registered Investment Companies: | 0 | $ 0 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 0 | $ 0 | 0 | $0 | ||||
Other Accounts: | 11 | $2,466,343,000.00 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 4 | $ 111,795,781.85 | 0 | $0 | ||||
Other Registered Investment Companies: | 4 | $6,251,076,000.00 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 0 | - | 0 | $0 | ||||
Other Accounts: | 67 | $2,966,303,000.00 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 5 | $3,006,336,545.44 | 0 | $0 | ||||
Other Registered Investment Companies: | 2 | $2,698,291,342.00 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 3 | $3,109,725,897.00 | 0 | $0 | ||||
Other Accounts: | 6 | $2,970,134,336.00 | 0 | $0 |
Type of Accounts |
Total
# of
Accounts Managed |
Total Assets |
#
of Accounts
Managed that Advisory Fee is Based on Performance |
Total
Assets that
Advisory Fee is Based on Performance |
||||
FlexShares Trust: | 3 | $2,936,486,139.23 | 0 | $0 | ||||
Other Registered Investment Companies: | 2 | $1,420,611,888.87 | 0 | $0 | ||||
Other Pooled Investment Vehicles: | 4 | $5,891,963,710.70 | 0 | $0 | ||||
Other Accounts: | 6 | $2,073,856,884.49 | 0 | $0 |
Shares Beneficially Owned by | Fund |
Dollar
($) Range of
Shares Beneficially Owned by Portfolio Manager Because of Direct or Indirect Pecuniary Interest |
||
Bradley Camden | FlexShares Core Select Bond Fund | $1 - $10,000 |
• | Appoint a lead independent director; |
• | Request that the board of a company be comprised of a majority of independent directors; |
• | Repeal existing classified boards and elect directors on an annual basis; |
• | Adopt a written majority voting or withhold policy (in situations in which a company has not previously adopted such a policy); |
• | Request a company to submit its poison pill plans for shareholder ratification; |
• | Lower supermajority shareholder vote requirements for charter and bylaw amendments; |
• | Lower supermajority shareholder vote requirements for mergers and other business combinations; |
• | Reduce the par value of common stock; |
• | Implement a reverse stock split; |
• | Approve an ESOP (employee stock ownership plan) or other broad based employee stock purchase or ownership plan, or increase authorized shares for existing plans; and |
• | Request that a company take reasonable steps to ensure that women and minority candidates are in the pool from which board nominees are chosen or that request that women and minority candidates are routinely sought as part of every board search the company undertakes. |
• | Request that the board of a company be comprised of a supermajority of independent directors; |
• | Elect director nominees that sit on more than four public company boards, or, if the nominee is a CEO, on more than two public company boards; |
• | Classify the board of directors; |
• | Require directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board; |
• | Impose age and term limits unless the company is found to have poor board refreshment and director succession practices; |
• | Multi class exchange offers and multi class recapitalizations; |
• | Require a supermajority shareholder vote to approve mergers and other significant business combinations; |
• | Require a supermajority shareholder vote to approve charter and bylaw amendments; |
• | Adopt certain social and environmental proposals deemed unwarranted by the company’s board of directors; and |
• | Eliminate, direct, or otherwise restrict charitable contributions. |
Fund | Inception Date |
Administration,
Custodian,
Transfer Agency Expenses Paid During the Period or Fiscal Year Ended October 31, 2017 |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2016 |
Administration,
Custodian,
Transfer Agency Expenses Paid During Fiscal Year Ended October 31, 2015 |
||||
FlexShares Ready Access Variable Income Fund | 10/9/2012 | $64,991 | $44,645 | $32,319 | ||||
FlexShares Core Select Bond Fund | 11/18/2016 | $ 4,803 | - | - |
FUND |
Fee
for In-Kind and
Cash Purchases |
Maximum
Additional
Variable Charge for Cash Purchase* |
||
FlexShares Ready Access Variable Income Fund | $350 | 3.00% | ||
FlexShares Core Select Bond Fund | $ 0 | 3.00% |
* | As a percentage of the net asset value per Creation Unit. |
FUND |
Fee
for In-Kind and
Cash Redemptions |
Maximum
Additional
Variable Charge for Cash Redemption* |
||
FlexShares Ready Access Variable Income Fund | $350 | 2.00% | ||
FlexShares Core Select Bond Fund | $ 0 | 2.00% |
* | As a percentage of the net asset value per Creation Unit, inclusive of the standard transaction fee. |
Fund |
Short-Term |
Long-Term |
Total |
|||
FlexShares Ready Access Variable Income Fund | $2,264 | — | $2,264 | |||
FlexShares Core Select Bond Fund | $5,646 | $505 | $6,151 |
Mexico | |||
January 1, 2018 | March 29, 2018 | November 2, 2018 | December 25, 2018 |
February 5, 2018 | March 30, 2018 | November 19, 2018 | January 1, 2019 |
March 19, 2018 | May 1, 2018 | December 12, 2018 | |
Morocco | |||
January 1, 2018 | July 30, 2018 | August 22, 2018 | November 20, 2018 |
January 11, 2018 | August 14, 2018 | August 23, 2018 | November 21, 2018 |
May 1, 2018 | August 20, 2018 | September 11, 2018 | January 1, 2019 |
June 15, 2018 | August 21, 2018 | November 6, 2018 | |
Netherlands | |||
January 1, 2018 | April 27, 2018 | May 21, 2018 | January 1, 2019 |
March 30, 2018 | May 1, 2018 | December 25, 2018 | |
April 2, 2018 | May 10, 2018 | December 26, 2018 | |
New Zealand | |||
January 1, 2018 | February 6, 2018 | June 4, 2018 | January 1, 2019 |
January 2, 2018 | March 30, 2018 | October 22, 2018 | January 2, 2019 |
January 22, 2018 | April 2, 2018 | December 25, 2018 | |
January 29, 2018 | April 25, 2018 | December 26, 2018 | |
Norway | |||
January 1, 2018 | May 1, 2018 | December 24, 2018 | January 1, 2019 |
March 29, 2018 | May 10, 2018 | December 25, 2018 | |
March 30, 2018 | May 17, 2018 | December 26, 2018 | |
April 2, 2018 | May 21, 2018 | December 31, 2018 | |
Pakistan | |||
January 1, 2018 | May 31, 2018 | August 22, 2018 | December 25, 2018 |
February 5, 2018 | June 15, 2018 | August 23, 2018 | January 1, 2019 |
May 1, 2018 | June 16, 2018 | September 20, 2018 | |
May 6, 2018 | July 2, 2018 | September 21, 2018 | |
Peru | |||
January 1, 2018 | May 1, 2018 | October 8, 2018 | January 1, 2019 |
March 29, 2018 | June 29, 2018 | November 1, 2018 | |
March 30, 2018 | August 30, 2018 | December 25, 2018 |
The Philippines | |||
January 1, 2018 | June 12, 2018 | November 1, 2018 | |
March 29, 2018 | June 15, 2018 | November 30, 2018 | |
March 30, 2018 | August 20, 2018 | December 25, 2018 | |
April 9, 2018 | August 21, 2018 | December 31, 2018 | |
May 1, 2018 | August 27, 2018 | January 1, 2019 | |
Poland | |||
January 1, 2018 | May 1, 2018 | August 15, 2018 | December 25, 2018 |
March 30, 2018 | May 3, 2018 | November 1, 2018 | December 26, 2016 |
April 2, 2018 | May 31, 2018 | December 24, 2018 | January 1, 2019 |
Portugal | |||
January 1, 2018 | April 2, 2018 | December 25, 2018 | January 1, 2019 |
March 30, 2018 | May 1, 2018 | December 26, 2018 | |
Qatar | |||
January 1, 2018 | March 4, 2018 | August 22, 2018 | December 18, 2018 |
February 13, 2018 | June 17, 2018 | August 23, 2018 | January 1, 2019 |
Russia | |||
January 1, 2018 | February 23, 2018 | July 4, 2018 | January 1, 2019 |
January 2, 2018 | March 8, 2018 | September 3, 2018 | January 2, 2019 |
January 3, 2018 | March 30, 2018 | October 8, 2018 | January 3, 2019 |
January 4, 2018 | May 1, 2018 | November 5, 2018 | January 4, 2019 |
January 5, 2018 | May 9, 2018 | November 12, 2018 | |
January 15, 2018 | May 28, 2018 | November 22, 2018 | |
February 19, 2018 | June 12, 2018 | December 25, 2018 | |
Singapore | |||
January 1, 2018 | May 1, 2018 | August 9, 2018 | December 25, 2018 |
February 16, 2018 | May 29, 2018 | August 22, 2018 | January 1, 2019 |
March 30, 2018 | June 15, 2018 | November 7, 2018 | |
South Africa | |||
January 1, 2018 | April 2, 2018 | August 9, 2018 | December 25, 2018 |
March 21, 2018 | April 27, 2018 | September 24, 2019 | December 26, 2018 |
March 30, 2018 | May 1, 2018 | December 17, 2018 | January 1, 2019 |
South Korea | |||
January 1, 2018 | May 7, 2018 | September 24, 2018 | December 25, 2018 |
February 15, 2018 | May 22, 2018 | September 25, 2018 | December 31, 2018 |
February 16, 2018 | June 6, 2018 | September 26, 2018 | January 1, 2019 |
March 1, 2018 | June 13, 2018 | October 3, 2018 | |
May 1, 2018 | August 15, 2018 | October 9, 2018 | |
Spain | |||
January 1, 2018 | April 2, 2018 | August 15, 2018 | December 26, 2018 |
March 19, 2018 | May 1, 2018 | October 12, 2018 | January 1, 2019 |
March 29, 2018 | May 31, 2018 | November 1, 2018 | |
March 30, 2018 | July 25, 2018 | December 25, 2018 | |
Sweden | |||
January 1, 2018 | May 1, 2018 | June 6, 2018 | December 26, 2018 |
March 29, 2018 | May 10, 2018 | June 22, 2018 | December 31, 2018 |
March 30, 2018 | May 17, 2018 | December 24, 2018 | January 1, 2019 |
April 2, 2018 | May 21, 2018 | December 25, 2018 | |
Switzerland | |||
January 1, 2018 | April 2, 2018 | May 21, 2018 | December 26, 2018 |
January 2, 2018 | May 1, 2018 | August 1, 2018 | January 1, 2019 |
March 30, 2018 | May 10, 2018 | December 25, 2018 | January 2, 2019 |
Taiwan | |||
January 1, 2018 | February 20, 2018 | May 1, 2018 | December 31, 2018 |
February 15, 2018 | February 28, 2018 | June 18, 2018 | January 1, 2019 |
February 16, 2018 | April 4, 2018 | September 24, 2018 | |
February 19, 2018 | April 5, 2018 | October 10, 2018 | |
Thailand | |||
January 1, 2018 | April 13, 2018 | May 29, 2018 | December 5, 2018 |
January 2, 2018 | April 16, 2018 | July 26, 2018 | December 10, 2018 |
March 2, 2018 | May 1, 2018 | August 13, 2018 | December 31, 2018 |
April 6, 2018 | May 7, 2018 | October 23, 2018 | January 1, 2019 |
Turkey | |||
January 1, 2018 | June 15, 2018 | August 23, 2018 | January 1, 2019 |
March 4, 2019 | July 9, 2019 | December 31, 2019 | |
March 5, 2019 | November 15, 2019 | January 1, 2020 | |
April 19, 2019 | November 20, 2019 | ||
Britain | |||
January 1, 2019 | May 6, 2019 | June 17, 2019 | December 24, 2019 |
January 2, 2019 | May 9, 2019 | June 21, 2019 | December 25, 2019 |
January 21, 2019 | May 17, 2019 | July 1, 2019 | December 26, 2019 |
January 28, 2019 | May 20, 2019 | July 4, 2019 | December 27, 2019 |
February 18, 2019 | May 27, 2019 | August 26, 2019 | December 30, 2019 |
March 6, 2018 | May 30, 2019 | September 2, 2019 | December 31, 2019 |
April 18, 2019 | May 31, 2019 | October 14, 2019 | January 1, 2020 |
April 19, 2018 | June 5, 2019 | November 11, 2019 | January 2, 2020 |
April 22, 2019 | June 6, 2019 | November 28, 2019 | |
May 1, 2019 | June 10, 2019 | December 6, 2019 | |
Canada | |||
January 1, 2019 | June 24, 2019 | October 14, 2019 | January 1, 2020 |
February 18, 2019 | July 1, 2019 | November 11, 2019 | |
April 19, 2019 | August 5, 2019 | December 25, 2019 | |
May 20, 2019 | September 2, 2019 | December 26, 2019 | |
Chilé | |||
January 1, 2019 | July 16, 2019 | September 20, 2019 | December 31, 2019 |
April 19, 2019 | August 15, 2019 | October 31, 2019 | January 1, 2020 |
May 1, 2019 | September 18, 2019 | November 1, 2019 | |
May 21, 2019 | September 19, 2019 | December 25, 2019 | |
China | |||
January 1, 2019 | April 5, 2019 | July 1, 2019 | October 7, 2019 |
February 4, 2019 | April 19, 2019 | September 13, 2019 | December 25, 2019 |
February 5, 2019 | April 22, 2019 | October 1, 2019 | December 26, 2019 |
February 6, 2019 | May 1, 2019 | October 2, 2019 | January 1, 2020 |
February 7, 2019 | May 13, 2019 | October 3, 2019 | |
February 8, 2019 | June 7, 2019 | October 4, 2019 |
Germany | |||
January 1, 2019 | May 1, 2019 | October 3, 2019 | December 26, 2019 |
March 4, 2019 | May 30, 2019 | November 1, 2019 | December 31, 2019 |
April 19, 2019 | June 10, 2019 | December 24, 2019 | January 1, 2020 |
April 22, 2019 | June 20, 2019 | December 25, 2019 | |
Greece | |||
January 1, 2019 | April 22, 2019 | June 17, 2019 | December 26, 2019 |
March 4, 2019 | April 26, 2019 | August 15, 2019 | January 1, 2020 |
March 11, 2019 | April 29, 2019 | October 28, 2019 | |
March 25, 2019 | May 1, 2019 | December 24, 2019 | |
April 19, 2019 | June 10, 2019 | December 25, 2019 | |
Hong Kong | |||
January 1, 2019 | April 5, 2019 | July 1, 2019 | October 7, 2019 |
February 4, 2019 | April 19, 2019 | September 13, 2019 | December 24, 2019 |
February 5, 2019 | April 22, 2019 | October 1, 2019 | December 25, 2019 |
February 6, 2019 | May 1, 2019 | October 2, 2019 | December 26, 2019 |
February 7, 2019 | May 13, 2019 | October 3, 2019 | December 31, 2019 |
February 8, 2019 | June 7, 2019 | October 4, 2019 | January 1, 2020 |
Hungary | |||
January 1, 2019 | June 10, 2019 | December 24, 2019 | |
March 15, 2019 | August 19, 2019 | December 25, 2019 | |
April 19, 2019 | August 20, 2019 | December 26, 2019 | |
April 22, 2019 | October 23, 2019 | December 27, 2019 | |
May 1, 2019 | November 1, 2019 | January 1, 2020 | |
India | |||
January 26, 2019 | April 17, 2019 | August 19, 2019 | November 9, 2019 |
February 19, 2019 | April 19, 2019 | September 2, 2019 | November 12, 2019 |
March 4, 2019 | May 1, 2019 | September 10, 2019 | December 25, 2019 |
March 21, 2019 | May 18, 2019 | October 2, 2019 | |
April 1, 2019 | June 5, 2019 | October 7, 2019 | |
April 6, 2019 | August 12, 2019 | October 29, 2019 | |
April 13, 2019 | August 15, 2019 | October 30, 2019 |
February 1, 2019 | May 30, 2019 | September 16, 2019 | |
February 5, 2019 | May 31, 2019 | October 29, 2019 | |
February 6, 2019 | June 5, 2019 | December 25, 2019 | |
Mexico | |||
January 1, 2019 | April 18, 2019 | September 16, 2019 | December 25, 2019 |
February 4, 2019 | April 19, 2019 | November 18, 2019 | January 1, 2020 |
March 18, 2019 | May 1, 2019 | December 12, 2019 | |
Morocco | |||
January 1, 2019 | July 30, 2019 | August 21, 2019 | |
January 11, 2019 | August 12, 2019 | November 6, 2019 | |
May 1, 2019 | August 13, 2019 | November 18, 2019 | |
June 5, 2019 | August 14, 2019 | January 1, 2020 | |
June 6, 2019 | August 20, 2019 | ||
Netherlands | |||
January 1, 2019 | April 30, 2019 | June 10, 2019 | January 1, 2020 |
April 19, 2019 | May 1, 2019 | December 25, 2019 | |
April 22, 2019 | May 30, 2019 | December 26, 2019 | |
New Zealand | |||
January 1, 2019 | February 6, 2019 | June 3, 2019 | January 1, 2020 |
January 2, 2019 | April 19, 2019 | October 28, 2019 | January 2, 2020 |
January 21, 2019 | April 22, 2019 | December 25, 2019 | |
January 28, 2019 | April 25, 2019 | December 26, 2019 | |
Norway | |||
January 1, 2019 | May 1, 2019 | June 10, 2019 | December 31, 2019 |
April 18, 2019 | May 17, 2019 | December 24, 2019 | January 1, 2020 |
April 19, 2019 | May 20, 2019 | December 25, 2019 | |
April 22, 2019 | May 30, 2019 | December 26, 2019 | |
Pakistan | |||
January 1, 2019 | May 31, 2019 | August 12, 2019 | December 25, 2019 |
February 5, 2019 | June 5, 2019 | August 14, 2019 | January 1, 2020 |
May 1, 2019 | June 6, 2019 | September 10, 2019 | |
May 6, 2019 | July 1, 2019 | September 11, 2019 |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
Britain | 5/4/2018 | 5/14/2018 | 10 | |||
12/20/2018 | 1/3/2019 | 14 | ||||
12/21/2018 | 1/4/2019 | 14 | ||||
China | 2/13/2018 | 2/22/2018 | 9 | |||
9/27/2018 | 10/8/2018 | 11 |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
2/14/2018 | 2/23/2018 | 9 | ||||
9/28/2018 | 10/9/2018 | 11 | ||||
Egypt | 8/16/2018 | 8/27/2018 | 11 | |||
8/20/2018 | 8/28/2018 | 8 | ||||
Hong Kong | 2/13/2018 | 2/22/2018 | 9 | |||
2/14/2018 | 2/23/2018 | 9 | ||||
9/27/2018 | 10/8/2018 | 11 | ||||
9/28/2018 | 10/9/2018 | 11 | ||||
Israel | 9/17/2018 | 9/25/2018 | 8 | |||
Japan | 12/27/2018 | 1/4/2019 | 8 | |||
12/28/2018 | 1/7/2019 | 10 | ||||
Malaysia | 5/25/2018 | 6/4/2018 | 10 | |||
5/28/2018 | 6/5/2018 | 8 | ||||
Morocco | 8/16/2018 | 8/24/2018 | 8 | |||
8/17/2018 | 8/27/2018 | 10 | ||||
Russia | 12/28/2017 | 1/8/2018 | 11 | |||
12/29/2017 | 1/9/2018 | 11 | ||||
12/28/2018 | 1/7/2019 | 10 | ||||
12/31/2018 | 1/8/2019 | 8 | ||||
Taiwan | 2/13/2018 | 2/21/2018 | 8 | |||
2/14/2018 | 2/22/2018 | 8 | ||||
Turkey | 8/16/2018 | 8/27/2018 | 11 | |||
8/17/2018 | 8/28/2018 | 11 | ||||
United Arab Emirates | 8/16/2018 | 8/27/2018 | 11 | |||
8/20/2018 | 8/28/2018 | 8 |
* | These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible. |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
Britain | 12/20/2019 | 1/3/2020 | 14 | |||
12/23/2019 | 1/6/2020 | 14 | ||||
China | 1/31/2019 | 2/11/2019 | 11 | |||
2/1/2019 | 2/12/2019 | 11 | ||||
9/27/2019 | 10/8/2019 | 11 | ||||
9/30/2019 | 10/9/2019 | 9 | ||||
Egypt | 4/24/2019 | 5/2/2019 | 8 | |||
Hong Kong | 1/31/2019 | 2/11/2019 | 11 | |||
9/27/2019 | 10/8/2019 | 11 | ||||
2/1/2019 | 2/12/2019 | 11 | ||||
9/30/2019 | 10/9/2019 | 9 | ||||
Hungary | 12/23/2019 | 12/31/2019 | 8 | |||
12/20/2019 | 12/30/2019 | 10 | ||||
Israel | 10/3/2019 | 10/15/2019 | 12 | |||
10/7/2019 | 10/16/2019 | 9 | ||||
Qatar | 8/9/2019 | 8/19/2019 | 10 | |||
8/8/2019 | 8/19/2019 | 11 | ||||
8/7/2019 | 8/15/2019 | 8 | ||||
Russia | 12/28/2018 | 1/8/2019 | 11 | |||
12/31/2018 | 1/9/2019 | 9 | ||||
Singapore | 1/31/2019 | 2/8/2019 | 8 | |||
2/1/2019 | 2/11/2019 | 10 |
Country | Trade Date |
Settlement
Date |
Number
of
Days to Settle |
|||
Taiwan | 1/31/2019 | 2/8/2019 | 8 | |||
2/1/2019 | 2/11/2019 | 10 | ||||
Turkey | 5/31/2019 | 6/10/2019 | 10 | |||
6/3/2019 | 6/11/2019 | 8 |
* | These worst-case redemption cycles are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption cycles are possible. |
I. | Index and Security Futures Contracts |
II. | Margin Payments |
III. | Risks of Transactions in Futures Contracts |
IV. | Options on Futures Contracts |
V. | Other Matters |
• | Amortization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment - the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
Item 28. | Exhibits | ||
(a) | (1) | Certificate of Trust dated May 13, 2010 1 | |
(2) | Amendment to the Certificate of Trust dated April 12, 2011 1 | ||
(3) | Amended and Restated Agreement and Declaration of Trust dated June 28, 2011 3 | ||
(4) | Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust dated December 12, 2013 9 | ||
(5) | Amended and Restated Schedule A to the Amended and Restated Agreement and Declaration of Trust as of August 22, 2016. 17 | ||
(b) | (1) | Amended and Restated By-Laws of the Trust. 3 | |
(2) | Amendment to the Amended and Restated By-Laws of the Trust dated September 24, 2015 13 | ||
Articles IV, V, VI, VII and IX of the Amended and Restated Agreement and Declaration of Trust dated June 28, 2011 3 | |||
(d) | (1) | Investment Advisory and Ancillary Services Agreement between the Trust and Northern Trust Investments, Inc. 3 | |
(2) | Amended and Restated Appendix A to the Investment Advisory and Ancillary Services Agreement between the Trust and Northern Trust Investments, Inc. 20 | ||
(3) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 3 | ||
(4) | Amended and Restated Exhibit A to the Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 7 | ||
(5) | Amendment No. 1 to Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 5 | ||
(6) | Amendment No. 2 to Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 6 | ||
(7) | Amended and Restated Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 8 | ||
(8) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Disciplined Duration MBS Index Fund) 9 | ||
(9) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Credit-Scored US Corporate Bond Index Fund) 10 | ||
(10) | Amended and Restated Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 11 | ||
(11) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® US Quality Large Cap Index Fund and FlexShares ® Credit-Scored US Long Corporate Bond Index Fund) 12 | ||
(12) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund and FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund) 13 | ||
(13) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Real Assets Allocation Index Fund) 14 |
(14) | Amended and Restated Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. 15 | ||
(15) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares® STOXX® US ESG Impact Index Fund and FlexShares® STOXX® Global ESG Impact Index Fund) 16 | ||
(16) | Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares® Core Select Bond Fund) 18 | ||
(17) | Amended and Restated Expense Reimbursement Agreement between the Trust and Northern Trust Investments, Inc. (March 1, 2017) 19 | ||
(18) | Amendment No. 1 to Amended and Restated Expense Reimbursement Agreement 20 | ||
(19) | Amendment to Investment Advisory and Ancillary Services Agreement between the Trust and Northern Trust Investments, Inc. 18 | ||
(20) | Amendment No. 2 to Investment Advisory and Ancillary Services Agreement between the Trust and Northern Trust Investments, Inc. 20 | ||
(e) | (1) | Distribution Agreement between the Trust and Foreside Fund Services, LLC 20 | |
(2) | Form of Authorized Participant Agreement 3 | ||
(f) | Not applicable | ||
(g) | (1) | Global Custody Agreement between the Trust and J.P. Morgan Chase Bank, N.A. 3 | |
(2) | Amendment to the Global Custody Agreement between the Trust and J.P. Morgan Chase Bank, N.A. dated July 22, 2014 9 | ||
(3) | Amendment to the Global Custody Agreement between the Trust and J.P. Morgan Chase Bank, N.A. (amending Appendix A) 18 | ||
(h) | (1) | Agency Services Agreement between the Trust and J.P. Morgan Chase Bank, N.A. 3 | |
(2) | Amendment to the Agency Services Agreement between the Trust and J.P. Morgan Chase Bank, N.A. dated July 22, 2014 9 | ||
(3) | Amendment to the Agency Services Agreement between the Trust and J.P. Morgan Chase Bank, N.A. (amending Appendix A) 18 | ||
(4) | Fund Servicing Agreement between the Trust and the J.P. Morgan Chase Bank, N.A. 4 | ||
(5) | Amendment to the Fund Servicing Agreement between the Trust and the J.P. Morgan Chase Bank, N.A. dated July 22, 2014 9 | ||
(6) | Amendment to the Fund Servicing Agreement between the Trust and the J.P. Morgan Chase Bank, N.A. (amending Appendix A) 18 | ||
(7) | Form of Sublicense Agreement between the Trust and Northern Trust Investments, Inc. 3 | ||
(8) | License Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Quality Dividend Funds) 6 | ||
(9) | License Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Global Quality Real Estate Index Fund) 8 | ||
(10) | License Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Credit-Scored US Corporate Bond Index Fund) 10 | ||
(11) | License Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® US Quality Large Cap Index Fund and FlexShares ® Credit-Scored US Long Corporate Bond Index Fund) 12 | ||
(12) | License Agreement between the Trust and Northern Trust Investments, Inc. (FlexShares ® Real Assets Allocation Index Fund) 14 |
(i) | Opinion and Consent of Drinker Biddle & Reath LLP 20 | ||
(j) | Consent of Independent Registered Public Accounting Firm 20 | ||
(k) | Not applicable | ||
(l) | Initial Capital Agreement 3 | ||
(m) | Distribution and Service Plan, adopted July 14, 2011 3 | ||
(n) | Not applicable | ||
(o) | Not applicable | ||
(p) | (1) | Code of Ethics of the Trust 2 | |
(2) | Amended and Restated Code of Ethics of Northern Trust Investments, Inc. 20 | ||
(Other) | Power of Attorney 20 |
1 | Incorporated herein by reference to the Initial Registration Statement filed on May 5, 2011. |
2 | Incorporated herein by reference to Pre-Effective Amendment No. 1 filed on August 8, 2011. |
3 | Incorporated herein by reference to Pre-Effective Amendment No. 2 filed on September 1, 2011. |
4 | Incorporated herein by reference to Post-Effective Amendment No. 2 filed on October 18, 2011. |
5 | Incorporated herein by reference to Post-Effective Amendment No. 6 filed on February 28, 2012. |
6 | Incorporated herein by reference to Post-Effective Amendment No. 32 filed on February 28, 2013. |
7 | Incorporated herein by reference to Post-Effective Amendment No. 40 filed on November 1, 2013. |
8 | Incorporated herein by reference to Post-Effective Amendment No. 42 filed on February 28, 2014. |
9 | Incorporated herein by reference to Post-Effective Amendment No. 47 filed on August 13, 2014. |
10 | Incorporated herein by reference to Post-Effective Amendment No. 50 filed on November 3, 2014. |
11 | Incorporated herein by reference to Post-Effective Amendment No. 52 filed on February 26, 2015. |
12 | Incorporated herein by reference to Post-Effective Amendment No. 58 filed on September 3, 2015. |
13 | Incorporated herein by reference to Post-Effective Amendment No. 60 filed on November 3, 2015. |
14 | Incorporated herein by reference to Post-Effective Amendment No. 61 filed on November 6, 2015. |
15 | Incorporated herein by reference to Post-Effective Amendment No. 64 filed on February 24, 2016. |
16 | Incorporated herein by reference to Post-Effective Amendment No. 67 filed on July 1, 2016. |
17 | Incorporated herein by reference to Post-Effective Amendment No. 69 filed on August 29, 2016. |
18 | Incorporated herein by reference to Post-Effective Amendment No. 70 filed on November 10, 2016. |
19 | Incorporated herein by reference to Post-Effective Amendment No. 72 filed on February 24, 2017. |
20 | Filed herewith. |
Item 29. | Persons Controlled by or Under Common Control with Registrant |
Item 30. | Indemnification |
Item 31. | Business and Other Connections of the Investment Adviser |
Name
and Position with
Investment Adviser (NTI) |
Name of Other Company |
Position
with Other
Company |
Bartholomew,
Richard
Executive Vice President, Chief Risk Officer and Assistant Trust Officer |
||
Browne,
Robert P.
Director, Executive Vice President, Chief Investment Officer and Senior Trust Officer |
50
South Capital Advisors, LLC
|
Chief
Investment Officer
|
Carberry,
Craig R.
Senior Vice President, Associate General Counsel, and Secretary |
50
South Capital Advisors, LLC
Northern Institutional Funds Northern Funds The Northern Trust Company |
Secretary
Secretary Secretary Associate General Counsel and Senior Vice President |
Carlson,
Christopher W.
Director, Executive Vice President, Chief Operating Officer & Cashier |
||
Chappell,
Darlene
Vice President and Anti-Money Laundering Compliance Officer |
50
South Capital Advisors, LLC
Northern Institutional Funds Northern Funds |
AML
Compliance Officer
AML Compliance Officer AML Compliance Officer |
Del
Real, Jose J.
Senior Vice President, Senior Legal Counsel, and Assistant Secretary |
Northern
Institutional Funds
Northern Funds The Northern Trust Company |
Assistant
Secretary
Assistant Secretary Senior Legal Counsel and Senior Vice President |
Name
and Position with
Investment Adviser (NTI) |
Name of Other Company |
Position
with Other
Company |
Ewing,
Peter K.
Director, Senior Vice President |
The
Northern Trust Company
Northern Institutional Funds Northern Funds |
Senior
Vice President
President and Principal Executive Officer President and Principal Executive Officer |
Farmer,
Steven P.
Chief Compliance Officer |
50 South Capital Advisors, LLC | Chief Compliance Officer |
McInerney,
Joseph W.
Director and Senior Vice President |
||
Taylor,
Lisa C.
Director, Senior Vice President, Chief Financial Officer & Treasurer |
||
Thomas,
Shundrawn A.
Director, President, Chief Executive Officer, and Chairman |
FlexShares
Trust
Northern Funds Northern Institutional Funds The Northern Trust Company |
Trustee
Trustee Trustee Executive Vice President |
Tyler,
Jason J.
Director & Executive Vice President |
Item 32. | Principal Underwriters |
(a) | Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended (as of February 2, 2018): |
1. ABS Long/Short Strategies Fund | |
2. Absolute Shares Trust |
3. Active Weighting Funds ETF Trust |
4. AdvisorShares Trust |
5. AmericaFirst Quantitative Funds |
6. American Beacon Funds | |
7. American Beacon Select Funds |
8. American Century ETF Trust | |
9. ARK ETF Trust |
10. Avenue Mutual Funds Trust | |
11. BP Capital TwinLine Energy Fund, Series of Professionally Managed Portfolios | |
12. BP Capital TwinLine MLP Fund, Series of Professionally Managed Portfolios | |
13. Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust | |
14. Bridgeway Funds, Inc. |
15. Brinker Capital Destinations Trust | |
16. Calvert Ultra-Short Duration Income NextShares, Series of Calvert Management Series |
17. Center Coast MLP & Infrastructure Fund |
18. Center Coast MLP Focus Fund, Series of Investment Managers Series Trust | |
19. Context Capital Funds | |
20. CornerCap Group of Funds |
21. Davis Fundamental ETF Trust |
22. Direxion Shares ETF Trust | |
23. Eaton Vance NextShares Trust | |
24. Eaton Vance NextShares Trust II | |
25. EIP Investment Trust |
26. Elkhorn ETF Trust | |
27. EntrepreneurShares Series Trust |
28. Evanston Alternative Opportunities Fund | |
29. Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II) | |
30. FEG Absolute Access Fund I LLC |
31. Fiera Capital Series Trust |
32. FlexShares Trust | |
33. Forum Funds | |
34. Forum Funds II | |
35. FQF Trust |
36. Friess Small Cap Growth Fund, Series of Managed Portfolio Series | |
37. GraniteShares ETF Trust | |
38. Guinness Atkinson Funds | |
39. Horizons ETF Trust |
(b) | The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. |
Name | Address | Position with Underwriter | Position with Registrant | |||
Richard J. Berthy | Three Canal Plaza, Suite 100, Portland, ME 04101 | President, Treasurer and Manager | None | |||
Mark A. Fairbanks | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President | None | |||
Jennifer K. DiValerio | 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 | Vice President | None | |||
Nanette K. Chern | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President and Chief Compliance Officer | None | |||
Jennifer E. Hoopes | Three Canal Plaza, Suite 100, Portland, ME 04101 | Secretary | None |
(c) | Not applicable. |
Item 33. | Location of Accounts and Records |
Item 34. | Management Services |
Item 35. | Undertakings |
By: | /s/ Peter K. Ewing |
Peter
K. Ewing
President |
Name | Title | Date | ||
/s/ Sarah N. Garvey | Trustee | February 26, 2018 | ||
Sarah N. Garvey | ||||
/s/ Philip G. Hubbard | Trustee | February 26, 2018 | ||
Philip G. Hubbard | ||||
/s/ Eric T. McKissack | Trustee | February 26, 2018 | ||
Eric T. McKissack | ||||
/s/ Shundrawn A. Thomas |
Trustee
|
February 26, 2018 | ||
Shundrawn A. Thomas | ||||
/s/ Peter K. Ewing |
President
(Principal Executive Officer) |
February 26, 2018 | ||
Peter K. Ewing | ||||
/s/ Randal E. Rein |
Treasurer
(Principal Financial Officer and Principal Accounting Officer) |
February 26, 2018 | ||
Randal E. Rein |
(d)(2) | Amended and Restated Appendix A to the Investment Advisory and Ancillary Services Agreement between the Trust and Northern Trust Investments, Inc. | |
(d)(18) | Amendment No. 1 to Amended and Restated Expense Reimbursement Agreement | |
(d)(20) | Amendment No. 2 to Investment Advisory and Ancillary Services Agreement between the Trust and Northern Trust Investments, Inc. | |
(e)(1) | Distribution Agreement between the Trust and Foreside Fund Services, LLC | |
(i) | Opinion and Consent of Drinker Biddle & Reath LLP | |
(j) | Consent of Independent Registered Public Accounting Firm | |
(p)(2) | Amended and Restated Code of Ethics of Northern Trust Investments, Inc. | |
(Other) | Power of Attorney |
AMENDED AND RESTATED APPENDIX A
TO THE INVESTMENT ADVISORY AND ANCILLARY SERVICES AGREEMENT BETWEEN FLEXSHARES TRUST AND NORTHERN TRUST INVESTMENTS, INC., DATED AUGUST 23, 2011
Intending to be legally bound, the undersigned hereby amend and restate Appendix A to the aforesaid Agreement to include the following investment portfolios as of November 1, 2017:
Name of Fund |
Investment Advisory Fee
(expressed as a percentage of each Funds average
|
|
FlexShares ® Morningstar US Market Factor Tilt Index Fund | 0.25% | |
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund | 0.39% | |
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund | 0.59% | |
FlexShares ® Quality Dividend Index Fund | 0.37% | |
FlexShares ® Quality Dividend Defensive Index Fund | 0.37% | |
FlexShares ® Quality Dividend Dynamic Index Fund | 0.37% | |
FlexShares ® International Quality Dividend Index Fund | 0.47% |
FlexShares ® International Quality Dividend Defensive Index Fund | 0.47% | |
FlexShares ® International Quality Dividend Dynamic Index Fund | 0.47% | |
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund | 0.46% | |
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund | 0.47% | |
FlexShares ® Global Quality Real Estate Index Fund | 0.45% | |
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund | 0.18% | |
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund | 0.18% | |
FlexShares ® Disciplined Duration MBS Index Fund | 0.20% | |
FlexShares ® Credit-Scored US Corporate Bond Index Fund | 0.22% | |
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund | 0.22% | |
FlexShares ® US Quality Large Cap Index Fund | 0.32% | |
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund | 0.44% | |
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund | 0.64% | |
FlexShares ® Real Assets Allocation Index Fund | 0.57% | |
FlexShares ® STOXX ® US ESG Impact Index Fund | 0.32% | |
FlexShares ® STOXX ® Global ESG Impact Index Fund | 0.42% | |
FlexShares ® Ready Access Variable Income Fund | 0.25% | |
FlexShares ® Core Select Bond Fund | 0.35% |
All signatures need not appear on the same copy of this Amended and Restated Appendix A.
FLEXSHARES TRUST |
||||
By: |
/s/ Peter K. Ewing |
|||
Title: |
President |
NORTHERN TRUST INVESTMENTS, INC. | ||||
By: |
/s/ Peter K. Ewing |
|||
Title: |
Senior Vice President |
|
- 2 -
FLEXSHARES TRUST
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT
This Amendment dated as of February 2, 2018 is entered into by and between FLEXSHARES TRUST (the Trust), a Maryland statutory trust and a registered investment company under the Investment Company Act of 1940, as amended and NORTHERN TRUST INVESTMENTS, INC. (NTI).
WHEREAS , NTI serves as investment adviser to each existing portfolio of the Trust (each a Fund and collectively, the Funds) pursuant to an Investment Advisory and Ancillary Services Agreement between the Trust and NTI dated August 23, 2011, as amended;
WHEREAS , NTI has undertaken to reimburse certain expenses for each of the Funds pursuant to an Amended and Restated Expense Reimbursement Agreement dated March 1, 2017 (the Agreement); and
WHEREAS , NTI and the Trust wish to extend the contractual expense reimbursement arrangements as set forth in paragraphs 1, 2 and 3 of the Agreement (the Obligations) until March 1, 2019 or March 1, 2020, as provided more particularly therein.
NOW THEREFORE , the parties hereto, intending to be legally bound hereby, agree as follows:
1. Paragraph 5 of the Agreement is amended and restated as follows:
The obligations in paragraphs 1, 2 and 3 (the Obligations) shall continue until March 1, 2019 with respect to each Fund, as applicable. The provisions with respect to paragraph 4 (Currency Hedged Funds Obligation) of this Agreement shall continue until March 1, 2020. The Obligations and Currency Hedged Funds Obligations with respect to one or more Funds, as applicable, may be extended by mutual agreement of the parties. Notwithstanding the foregoing, this Agreement may be terminated by the Trusts Board of Trustees, with respect to any Fund, in part or entirely, at any time if it determines that such termination is in the best interest of the Fund and its shareholders.
2. Except to extent amended hereby, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as hereby amended.
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their officers designated below as of the day and year first above written.
FLEXSHARES TRUST |
||||
By: |
/s/ Peter K. Ewing |
|||
Name: Peter K. Ewing |
||||
Title: President |
||||
NORTHERN TRUST INVESTMENTS, INC. |
||||
By: |
/s/ Peter K. Ewing |
|
||
Name: Peter K. Ewing |
||||
Title: Senior Vice President |
2
AMENDMENT NO. 2 TO INVESTMENT ADVISORY AND ANCILLARY SERVICES AGREEMENT
This amendment (Amendment) to the Investment Advisory and Ancillary Services Agreement dated as of August 23, 2011, as amended (Advisory Agreement) is made as of October 3, 2017 by and between NORTHERN TRUST INVESTMENTS, INC. (NTI) and FLEXSHARES TRUST (the Trust).
WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act) and the FlexShares® iBoxx 3-Year Target Duration TIPS Index Fund and the FlexShares® iBoxx 5-Year Target Duration TIPS Index Fund (each a Fund and together the Funds) are each a series thereof;
WHEREAS, NTI serves as the investment adviser to the Funds pursuant to the Advisory Agreement;
WHEREAS, NTI and the Board of Trustees of the Trust desire to make a permanent reduction of NTIs contractual fee rates under the Advisory Agreement for each of the Funds; and
WHEREAS, NTI represents that the quality and quantity of its services under the Advisory Agreement will not be affected by this commitment and that its obligations under the Advisory Agreement will remain unchanged in all respects.
NOW, THEREFORE, the Trust and NTI agree to enter into this Amendment for good and valuable consideration receipt of which is hereby acknowledged, and intending to be legally bound, agree as follows:
1. Effective as of November 1, 2017, NTI reduces permanently its contractual fee rate under the Advisory Agreement for the Funds as follows:
For the services provided and the expenses assumed by NTI pursuant to the Advisory Agreement, the Trust will pay to NTI, as full compensation therefor, a fee at the following annual rate of each Funds average net assets, which fee will be computed based on the net assets of each Fund on each day and will be paid monthly:
FUND | FEE RATE % | |
FlexShares iBoxx 3-Year Target Duration TIPS Index Fund |
0.18% | |
FlexShares iBoxx 5-Year Target Duration TIPS Index Fund |
0.18% |
2. Any future amendment to increase or otherwise reinstate the contractual fee rate under the Advisory Agreement for each Fund as in effect prior to the date hereof must be approved by the shareholders of such Fund as and to the extent required by the 1940 Act.
3. This Amendment shall be attached to and made a part of the Advisory Agreement.
4. The Advisory Agreement shall continue in full force and effect as modified hereby.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by its officers designated below as of the day and year first above written.
NORTHERN TRUST INVESTMENTS, INC. |
||
By: |
/s/ Peter K. Ewing |
|
Name: Peter K. Ewing |
||
Title: Senior Vice President |
||
FLEXSHARES TRUST |
||
By: |
/s/ Ann Marie Halter |
|
Name: Ann Marie Halter |
||
Title: Vice President |
FLEXSHARES® TRUST
ETF DISTRIBUTION AGREEMENT
This Distribution Agreement (the Agreement) is made this 31 st day of May 2017, by and between FlexShares® Trust, a Maryland statutory trust (the Trust) having its principal place of business at 50 South LaSalle Street, Chicago, IL 60603, and Foreside Fund Services, LLC, a Delaware limited liability company (the Distributor) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.
WHEREAS , the Trust is a registered open-end management investment company organized as a series trust offering a number of portfolios of securities (each a Fund and collectively the Funds), having filed with the Securities and Exchange Commission (the Commission) a registration statement on Form N-1A under the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS , the Trust intends to create and redeem shares of beneficial interest, par value $.0001 per Share (the Shares) of each Fund on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such term is defined in the Registration Statement;
WHEREAS , the Shares of each Fund will be listed on one or more national securities exchanges (together, the Listing Exchanges);
WHEREAS , the Trust desires to retain the Distributor to act as the distributor with respect to the issuance and distribution of Creation Units of each Fund, hold itself available to receive and process orders for such Creation Units in the manner set forth in the Trusts Prospectus, and to enter into arrangements with broker-dealers who may solicit purchases of Creation Units and with broker-dealers and others to provide for servicing of shareholder accounts and for distribution assistance, including broker-dealer and shareholder support;
WHEREAS , the Distributor is a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act) and a member of the Financial Industry Regulatory Authority (FINRA) (the successor organization to the National Association of Securities Dealers, Inc.); and
WHEREAS , the Distributor desires to provide the services described herein to the Trust.
NOW, THEREFORE , in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
1. |
Appointment . |
The Trust hereby appoints the Distributor as the exclusive distributor for Creation Units of each Fund listed in Exhibit A hereto, as may be amended by the Trust from time to time on written notice to the Distributor, on the terms and for the period set forth in this Agreement and
subject to the registration requirements of the federal securities laws and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.
2. |
Definitions . |
Wherever they are used herein, the following terms have the following respective meanings:
(a) Prospectus means any Prospectus, including any Summary Prospectus, and Statement of Additional Information constituting parts of any Registration Statement of the Trust under the 1933 Act and the 1940 Act as any such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the Commission from time to time;
(b) Registration Statement means any Registration Statement applicable to a Fund or Funds most recently filed from time to time by the Trust with the Commission and effective under the 1933 Act and the 1940 Act, as such Registration Statement is amended by any amendments thereto at the time in effect;
(c) All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.
3. |
Duties of the Distributor |
(a) The Distributor agrees to act as agent of the Trust in connection with the receipt and processing of all orders for purchases and redemptions of Creation Units of each Fund from DTC Participants or participants in the Continuous Net Settlement System of the National Securities Clearing Corporation (the NSCC Participants) that have executed a Participant Agreement (the Authorized Participants), as defined in paragraph 3(b) hereof, with the Distributor and Transfer Agent (also known as Index Receipt Agent) and to transmit such orders to the Custodian and Transfer Agent in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Custodian to accept Deposit Securities and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to accept any certain number of orders for Creation Units; provided, however, that the Distributor shall accept all orders submitted in proper form unless the Investment Adviser has notified the Distributor that it is in the best interests of a Fund to suspend sales or redemptions of Creation Units. Nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies.
(b) The Distributor agrees to use commercially reasonable efforts to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (i) at the request of the Trust, the Distributor shall enter into selected or soliciting dealer participant agreements (Participant Agreements) between and among
Authorized Participants, the Distributor and the Transfer Agent, for the purchase of Creation Units of the Funds, such Participation Agreements to be in the forms as approved by the Board of Trustees of the Trust, in accordance with the Registration Statement and Prospectus; (ii) the Distributor shall generate, transmit and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances to the purchaser or redeemer (such confirmations will indicate the time such orders were accepted and will be made available to the Trust promptly upon request); (iii) the Distributor shall deliver copies of the Prospectus, included in the Registration Statement, to purchasers of such Creation Units and upon request the Statement of Additional Information; (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent; and (v) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communication links with the Custodian. The Distributor shall make available for inspection during normal business hours at its offices at Three Canal Plaza, Suite 100, Portland, Maine, a list of Authorized Participants.
(c) The Distributor agrees to use all reasonable efforts, consistent with its other business, to secure purchasers of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus.
(d) All activities by the Distributor and its agents and employees that are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, any and all exemptive orders issued to the Trust in connection with the offering of Fund Shares and Creation Units under this Agreement of which the Distributor has received advance notice, the instructions of the Investment Adviser and the Board of Trustees of the Trust, the Agreement and Declaration of Trust, and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Commission or any securities association registered under the 1934 Act, including FINRA and the Listing Exchanges.
(e) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate net asset value of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus.
(f) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Creation Units will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributors authority to process orders for Creation Units on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.
(g) The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributors use. Upon request by the Trust, the Distributor shall provide the Trust with information and materials regarding its business to the extent necessary to complete any
filings. All information provided by the Distributor to the Trust for inclusion in a registration statement shall not contain any untrue statements of material fact or omit to state a material fact necessary to make a statement, in light of the circumstances in which it was made, not misleading. The Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trust or the Trusts shareholders to which the Distributor would otherwise be subject by reason of negligence in the performance of its duties and obligations set forth in sections (3)(g), (m), (o) and (p) of this Agreement, and by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of the remainder of its duties and obligations and representations and warranties under this Agreement.
(h) The Distributor shall ensure that all direct requests for Prospectuses, Statements of Additional Information and periodic fund reports, as applicable, are fulfilled. In addition, the Distributor shall arrange to provide the Listing Exchanges with copies of Prospectuses and Statements of Additional Information to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that Prospectuses and Statements of Additional Information are available, including by (i) advising the Listing Exchanges on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with FINRA, and (iii) as may otherwise be required by the Commission. The Distributor shall not bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials.
(i) The Distributor agrees to make available, at the Trusts request, one or more members of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust.
(j) The Distributor shall review and approve all sales and marketing materials for compliance with applicable laws and conditions of any applicable exemptive order, and file such materials with FINRA as required by the 1933 Act and 1940 Act, and the rules promulgated thereunder. All such sales and marketing materials must be approved, in writing, by the Distributor prior to use, such approval not to be unreasonably withheld.
(k) The Distributor shall not offer any Shares and shall not accept any orders for the purchase or sale of Shares hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current Prospectus as required by Section 10 of the 1933 Act is not on file with the Commission; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trusts obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement.
(l) If the Trust adopts any distribution and/or shareholder servicing plan(s) pursuant to Rule 12b-1 under the 1940 Act (the Plan), the Distributor shall enter into selling and/or investor servicing agreements (Sales and Investor Services Agreements) with various broker-dealers and any other financial institution exempt under federal or state securities laws from registration as a broker or dealer authorized by the Investment Adviser, consistent with applicable law and the Registration Statement and Prospectus, to sell Shares and provide services to shareholders. The Distributor further agrees as follows: (i) the Distributor shall administer on behalf of the Trust any Plan(s) adopted by the Trust under rule 12b-1; (ii) the Distributor shall, at its own expense, set up and maintain a system of recording payments of fees and reimbursement of expenses disseminated pursuant to this Agreement and other agreements related to any such Plan(s) and, pursuant to the 1940 Act, report such payment activity to the Trust at least quarterly; (iii) the Distributor shall receive from the Trust all distribution and shareholder servicing fees, as applicable, at the rate and to the extent payable under the terms and conditions set forth in any Plan(s) adopted by the Trust, applicable to the appropriate class of shares of each Portfolio, as such Plan(s) may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose; and (iv) the Distributor shall pay, from the fees received from the Trust pursuant to any such Plan(s), all fees and make reimbursement of all expenses, pursuant to and in accordance with such Plan(s) and any and all Sales and Investor Services Agreements. In no event shall Distributor (i) pay any fees pursuant to any such Plan(s) until it has received payment of such fees from the Trust or the Adviser or (ii) be entitled to retain for its own account any amount accrued pursuant to any such Plan(s).
(m) The Distributor shall provide an order processing system pursuant to which the Authorized Participants may contact the Distributor (or its affiliates) and place requests to create and redeem Creation Units, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or in a timely fashion; (iv) confirming that Authorized Participants will not place trades that would raise their total holdings to 80% or more of any fund; (v) maintain along with the Trust and its Index Receipt Agent the right to require and rely upon information necessary to determine beneficial share ownership for purposes of the 80% determination or, in lieu of this, accept a certification from a Listing Exchange member firm or a member of such other exchange that the cost basis of the securities so deposited is essentially identical to their market value at the time of deposit; and (vi) maintaining a dedicated toll-free line for Authorized Participants to place share creation and redemption orders.
(n) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 under the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Investment Adviser of such event.
(o) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act.
(p) The Distributor agrees to maintain compliance policies and procedures (a Compliance Program) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributors services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trusts Chief Compliance Officer or Board of Trustees.
4. |
Duties of the Trust . |
(a) The Trust agrees to issue Creation Units of each Fund and to request DTC to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in the Prospectus in such amounts as the Distributor has requested through the Index Receipt Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. The Trust may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus and Statement of Additional Information.
(b) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 1933 Act. The Trust will make available to the Distributor such number of copies of its then currently effective Prospectus and Statement of Additional Information as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of semi-annual reports and annual audited reports of the Trusts books and accounts made by independent public accountants regularly retained by the Trust and such other publicly available information that the Distributor may reasonably request for use in connection with the distribution of Creation Units. The Trust shall keep the Distributor informed of the jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. Upon request by the Trust, the Distributor shall provide the Trust with information and materials regarding its business to the extent necessary to complete such filings. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales.
5. |
Fees and Expenses . |
(a) The Distributor shall be entitled to no compensation or reimbursement of expenses from the Trust for the services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from the Investment Adviser related to its services hereunder or for additional services as may be agreed to between the Investment Adviser and Distributor.
(b) The Trust shall bear the cost and expenses of: (i) the registration of the Shares for sale under the Securities Act; and (ii) the registration or qualification of the Shares for sale under the securities laws of the various States;
(c) The Distributor shall pay (i) all expenses relating to Distributors broker-dealer qualification and registration under the 1934 Act; (ii) the expenses incurred by the Distributor in connection with routine FINRA filing fees; and (iii) all other expenses incurred in connection with the distribution services provided under this Agreement, including office space, equipment and personnel as may be necessary or convenient to provide the services.
(d) Notwithstanding anything in this Agreement to the contrary, the Distributor and its affiliates may receive compensation or reimbursement from the Trust and the Investment Adviser with respect to any services not included under this Agreement, as may be agreed upon by the parties from time to time.
6. |
Indemnification. |
(a) The Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a Distributor Indemnitee) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) any claim that the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports, sales literature and advertisements specifically approved by the Trust and Investment Adviser in writing or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus and Statement of Additional Information, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (ii) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; or (iii) the Trusts failure to comply in any material respect with applicable securities laws.
The Trust does not agree to indemnify any Distributor Indemnitees or hold them harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. The Trust will also not indemnify any Distributor Indemnitee with respect to any untrue statement or omission made in the Registration Statement, Prospectus or Statement of Additional Information that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. In no case (i) is the indemnity of the Trust in favor of any Distributor Indemnitee to be deemed
to protect the Distributor Indemnitee against any liability to the Trust or its shareholders to which the Distributor Indemnitee would otherwise be subject by reason of negligence in the performance of its duties and obligations set forth in sections (3)(g), (m), (o) or (p) of this Agreement, and by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of the remainder of its duties and obligations and representations and warranties under this Agreement, or (ii) is the Trust to be liable under its indemnity agreement contained in this Section with respect to any claim made against any Distributor Indemnitee unless the Distributor Indemnitee shall have notified the Trust in writing of the claim at its principal offices in Chicago, Illinois within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Distributor Indemnitee (or after Distributor Indemnitee shall have received notice of service on any designated agent).
Failure to notify the Trust of any claim shall not relieve the Trust from any liability that it may have to any Distributor Indemnitee against whom such action is brought unless failure or delay to so notify the Trust prejudices the Trusts ability to defend against such claim. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Distributor Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, Distributor Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the Distributor Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of the Creation Units or the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the Trust Affiliates) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon (i) the allegation of any wrongful act of the Distributor or any of its directors, officers, employees or affiliates in connection with its activities as Distributor pursuant to this Agreement; (ii) the breach of any obligation, representation or warranty contained in this Agreement by the Distributor; (iii) the Distributors failure to comply in any material respect with applicable securities laws, including applicable FINRA regulations; or (iv) any allegation that the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports, any information or materials relating to the Funds (as described in section 3(g)) or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor; it being understood
that the Trust will rely upon certain information provided by the Distributor for use in the preparation of the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports or other information related to the Funds or made public by the Trust.
In no case (i) is the indemnity of the Distributor in favor of any Trust Affiliate to be deemed to protect any Trust Affiliate against any liability to the Trust or its security holders to which such Trust Affiliate would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its obligations and duties under this Agreement, except as set forth in section (3)(g) of this Agreement or (ii) is the Distributor to be liable under its indemnity agreement contained in this Section with respect to any claim made against any Trust Affiliate unless the Trust Affiliate shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust Affiliate (or after the Trust Affiliate shall have received notice of service on any designated agent).
Failure to notify the Distributor of any claim shall not relieve the Distributor from any liability that it may have to the Trust Affiliate against whom such action is brought on account of its indemnity agreement contained in this Section unless failure or delay to so notify the Distributor prejudices the Distributors ability to defend against such claim. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Trust, its officers and Board and to any controlling person or persons, defendant or defendants in the suit. In the event that Distributor elects to assume the defense of any suit and retain counsel, the Trust or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the Trust, its officers and Trustees or controlling person or persons, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of any of the Creation Units or the Shares.
(c) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.
7. |
Representations. |
(a) The Distributor represents and warrants that (i) it is duly organized as a Delaware limited liability company and is and at all times will remain duly authorized and licensed under applicable law to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all
necessary action; (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound; (iv) it is registered as a broker-dealer under the 1934 Act and is a member of FINRA; and (v) it has in place compliance policies and procedures reasonably designed to prevent violations of the Federal Securities Laws as that term is defined in Rule 38a-1 under the 1940 Act.
(b) To the extent applicable, the Distributor will comply with any requirements set forth in (i) the 1934 Act Rule 19b-4 relief provided to the Listing Exchanges in connection with the offering of Fund Shares and Creation Units under this Agreement and with respect to which the Distributor receives adequate advance notice; (ii) any and all exemptive orders issued to the Trust in connection with the offering of Fund Shares and Creation Units under this Agreement under the 1940 Act or 1934 Act with respect to which the Distributor receives adequate advance notice; and (iii) the Registration Statement and Prospectus.
(c) The Distributor represents and warrants that it will comply in all material respects with the Trusts portfolio holdings disclosure policy.
(d) The Distributor represents and warrants that it is not an affiliated person (as defined under the 1940 Act) with the Listing Exchange or any underlying index provider for any Fund.
(e) The Distributor and the Trust each individually represent that its anti-money laundering program (AML Program), at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, and (vi) allows for appropriate regulators to examine its anti-money laundering books and records. Notwithstanding the foregoing, the Trust acknowledges that the Authorized Participants are not customers for the purposes of 31 CFR 103.
(f) The Distributor and the Trust each individually represent and warrant that: (i) it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation; (ii) it will comply with all of the applicable terms and provisions of the 1934 Act; and (iii) it will provide certifications to the Trust in order to assist the Trust in complying with certain rules under the 1940 Act (by way of example only, Rules 30a-2, 30a-3 and 38a-1) and in connection with the filing of certain Forms (by way of example only, Form N-CSR).
(g) The Trust represents and warrants that (i) it is duly organized as a Maryland statutory trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) it is registered as an investment company under the 1940 Act; (iii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; (iv) its entering into this Agreement does not conflict with or
constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound; (v) the Registration Statement and each Funds Prospectus have been prepared, and all sales literature and advertisements approved by the Trust and the Investment Adviser or other materials prepared by or on behalf of the Trust for the Distributors use (Sales Literature and Advertisements) shall be prepared, in all material respects, in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission (the Rules and Regulations); and (vi) the Registration Statement and each Funds Prospectus contain, and all Sales Literature and Advertisements shall contain, all statements required to be stated therein in accordance with the 1933 Act, the 1940 Act and the Rules and Regulations; and (vii) all statements of fact contained therein, or to be contained in all Sales Literature and Advertisements, are or will be true and correct in all material respects at the time indicated or the effective date, as the case may be, and none of the Registration Statement, any Funds Prospectus, nor any Sales Literature and Advertisements shall include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of each Funds Prospectus in light of the circumstances in which made, not misleading. The Trust shall, from time to time, file such amendment or amendments to the Registration Statement and each Funds Prospectus as, in the light of future developments, shall, in the opinion of the Trusts counsel, be necessary in order to have the Registration Statement and each Funds Prospectus at all times contain all material facts required to be stated therein or necessary to make the statements therein, in the case of each Funds Prospectus in light of the circumstances in which made, not misleading. The Trust shall not file any amendment to the Registration Statement or each Funds Prospectus without giving the Distributor reasonable notice thereof in advance, provided that nothing in this Agreement shall in any way limit the Trusts right to file at any time such amendments to the Registration Statement or any Funds Prospectus as the Trust may deem advisable. Notwithstanding the foregoing, the Trust shall not be deemed to make any representation or warranty as to any information or statement provided by the Distributor for inclusion in the Registration Statement or any Funds Prospectus.
(h) The Trust represents to the Distributor that the Registration Statement and Prospectus filed by the Trust with the Commission with respect to the Trust have been prepared in conformity in all material respects with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission thereunder. The Trust will notify the Distributor promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement; provided, however, that nothing contained in this Agreement shall in any way limit the Trusts right to file at any time such amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional. The Trust and the Investment Adviser shall not be responsible in any way for any information, statements or representations given or made by the Distributor or its representatives or agents other than such information, statements or representations as are contained in such Prospectus or Registration Statement or financial reports filed on behalf of the Trust or in any Sales Literature and Advertisements.
8. |
Duration, Termination and Amendment. |
(a) This Agreement shall be effective on the date set forth above, and unless terminated as provided herein, shall continue until September 1, 2017, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or (ii) by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms vote of a majority of the outstanding voting securities, assignment, affiliated person and interested person shall have the respective meanings specified in the 1940 Act.
(b) The Distributor agrees to notify the Investment Adviser immediately in the event of its expulsion or suspension by FINRA. The Trust shall be entitled to terminate this Agreement immediately upon notice to the Distributor in the event that FINRA expels or suspends the Distributor.
(c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.
9. |
Notice. |
Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):
If to the Distributor :
Foreside Fund Services, LLC
ATTN: Counsel
Three Canal Plaza, Suite 100
Portland, ME 04101
Telephone: (207) 553-7110
Facsimile: (207) 553-7151
If to the Trust :
FlexShares® Trust
c/o Craig Carberry, Esq.
The Northern Trust Company
50 LaSalle Street
Chicago, IL 60603
Telephone:
Facsimile:
With a copy to:
Diana E. McCarthy
Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
And
FlexShares® Trust
c/o Peter K. Ewing
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60603
10. |
Choice of Law. |
This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to the choice of laws provisions thereof.
11. |
Counterparts. |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
12. |
Severability. |
If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreements intent and purpose, be amended, to the extent legally possible, in order to effectuate the intended results of such invalid provisions.
13. |
Insurance. |
The Distributor will maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.
14. |
Confidentiality. |
During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either partys business, trade secrets,
systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, Confidential Information means information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information.
The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the others Confidential Information if required by law, regulation or legal process or if requested by the Commission or other governmental regulatory agency with jurisdiction over the parties hereto; provided that the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other partys expense) in any efforts to prevent such disclosure.
15. |
Limitation of Liability. |
This Agreement is executed by or on behalf of the Trust with respect to each of the Trust Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the Trust, or any other Fund of the Trust. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund of the Trust shall be enforceable against the assets of that Fund only, and not against the assets of the Trust generally or any other Fund, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust
generally or any other Fund shall be enforceable against the assets of that Fund. The Trusts Agreement and Declaration of Trust is on file with the Trust.
16. |
Use of Names; Publicity. |
The Trust shall not use the Distributors name in any offering material, shareholder report, advertisement or other material relating to the Trust, other than for the purpose of merely identifying and describing the functions of the Distributor hereunder, in a manner not approved by the Distributor in writing prior to such use, such approval not to be unreasonably withheld. The Distributor hereby consents to all uses of its name required by the Commission, any state securities commission, or any federal or state regulatory authority.
The Distributor shall not use the names FlexShares in any offering material, shareholder report, advertisement or other material relating to the Distributor, other than for the purpose of merely identifying and describing the functions of the Trust hereunder, in a manner not approved by the Trust in writing prior to such use; provided, however, that the Trust shall consent to all uses of its name required by the Commission, any state securities commission, or any federal or state regulatory authority; and provided, further, that in no case shall such approval be unreasonably withheld.
The Distributor will not issue any press releases or make any public announcements regarding the existence of this Agreement without the express written consent of the Trust. Neither the Trust nor the Distributor will disclose any of the economic terms of this Agreement, except as may be required by law.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.
FLEXSHARES® TRUST |
By: /s/ Ann Marie Halter |
Name: Ann Marie Halter |
Title: Vice President |
FORESIDE FUND SERVICES, LLC |
By: /s/ Mark Fairbanks |
Name: Mark Fairbanks |
Title: Vice President |
EXHIBIT A
FlexShares® Core Select Bond Fund
FlexShares ® Credit-Scored US Corporate Bond Index Fund
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund
FlexShares ® Currency Hedged Morningstar DM ex US Factor Tilt Index Fund
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund
FlexShares ® Disciplined Duration MBS Index Fund
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund
FlexShares ® International Quality Dividend Defensive Index Fund
FlexShares ® International Quality Dividend Dynamic Index Fund
FlexShares ® International Quality Dividend Index Fund
FlexShares ® Global Quality Real Estate Index Fund
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund
FlexShares ® Morningstar US Market Factor Tilt Index Fund
FlexShares ® Quality Dividend Defensive Index Fund
FlexShares ® Quality Dividend Dynamic Index Fund
FlexShares ® Quality Dividend Index Fund
FlexShares ® Ready Access Variable Income Fund
FlexShares ® Real Assets Allocation Index Fund
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund
FlexShares ® STOXX ® US ESG Impact Index Fund
FlexShares ® STOXX ® Global ESG Impact Index Fund
FlexShares ® US Quality Large Cap Index Fund
Exhibit (i)
Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700 (Phone)
(215) 988-2757 (Facsimile)
www.drinkerbiddle.com
February 26, 2018
FlexShares Trust
50 South LaSalle Street
Chicago, IL 60603
Re: |
Registration Statement on Form N-1A/Issuance of Shares |
Ladies and Gentlemen:
We have acted as counsel for FlexShares Trust, a Maryland statutory trust (the Trust), organized under an Agreement and Declaration of Trust dated May 13, 2010, as amended and restated June 28, 2011 (the Declaration of Trust), in connection with the registration under the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended, pursuant to a Registration Statement (Registration Statement) on Form N-1A (File Nos. 333-173967; 811-22555), of the Trusts shares of beneficial interest, which are divided into twenty-five portfolios (together, the Funds) as set forth on Appendix A. Shares of beneficial interest of the Funds are referred to hereinafter as Shares. The Trust is authorized to issue an unlimited number of Shares in each of the Funds.
We have examined the originals or copies, certified or otherwise identified to our satisfaction, of the Trusts Declaration of Trust and By-Laws, the Registration Statement, and the resolutions adopted by its Trustees (the Resolutions) relating to the authorization of the sale and issuance of the Shares in a continuous public offering, and have considered such other legal and factual matters as we have deemed appropriate.
In all cases, we have assumed the legal capacity of each natural person signing the Registration Statement, the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies and the accuracy and completeness of all corporate records and other information made available to us by the Trust. As to questions of fact material to this opinion, we have relied upon the accuracy of any certificates and other comparable documents of officers and representatives of the Trust, upon statements made to us in discussions with the Trusts management and upon statements and certificates of public officials.
This opinion is based exclusively on the substantive laws of the State of Maryland and the federal laws of the United States of America. We express no opinion as to the laws of any
February 26, 2018
Page 2
state other than the State of Maryland or as to state securities laws, including the securities laws of the State of Maryland.
Based upon the foregoing and subject to the qualifications, limitations and assumptions stated herein, we are of the opinion that the issuance of the Shares has been duly authorized and, when and if issued against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as part of the Trusts Registration Statement on Form N-1A. The opinion set forth above is expressed solely for the benefit of the addressee hereof in connection with the matters contemplated hereby and may not be relied upon by, or filed with, any other person or entity or for any other purpose without our prior written consent.
We hereby consent to the use of our name and to the references to our Firm under the caption Other Information Counsel in the Statement of Additional Information included in the Registration Statement. This consent does not constitute a consent under Section 7 of the 1933 Act, and in consenting to the use of our name and the references to our Firm under such caption we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under said Section 7 or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, |
/s/ DRINKER BIDDLE & REATH LLP |
DRINKER BIDDLE & REATH LLP |
February 26, 2018
Page 3
APPENDIX A FUNDS
FlexShares ® Morningstar US Market Factor Tilt Index Fund
FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund
FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund
FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund
FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund
FlexShares ® US Quality Large Cap Index Fund
FlexShares ® STOXX ® US ESG Impact Index Fund
FlexShares ® STOXX ® Global ESG Impact Index Fund
FlexShares ® Morningstar Global Upstream Natural Resources Index Fund
FlexShares ® STOXX ® Global Broad Infrastructure Index Fund
FlexShares ® Global Quality Real Estate Index Fund
FlexShares ® Real Assets Allocation Index Fund
FlexShares ® Quality Dividend Index Fund
FlexShares ® Quality Dividend Defensive Index Fund
FlexShares ® Quality Dividend Dynamic Index Fund
FlexShares ® International Quality Dividend Index Fund
FlexShares ® International Quality Dividend Defensive Index Fund
FlexShares ® International Quality Dividend Dynamic Index Fund
FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund
FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund
FlexShares ® Disciplined Duration MBS Index Fund
FlexShares ® Credit-Scored US Corporate Bond Index Fund
FlexShares ® Credit-Scored US Long Corporate Bond Index Fund
FlexShares ® Ready Access Variable Income Fund
FlexShares ® Core Select Bond Fund
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 74 to Registration Statement No. 333-173967 on Form N-1A of our report dated December 21, 2017, relating to the financial statements and financial highlights of FlexShares ® Morningstar US Market Factor Tilt Index Fund, FlexShares ® Morningstar Developed Markets ex-US Factor Tilt Index Fund, FlexShares ® Morningstar Emerging Markets Factor Tilt Index Fund, FlexShares ® Currency Hedged Morningstar DM ex-US Factor Tilt Index Fund, FlexShares ® Currency Hedged Morningstar EM Factor Tilt Index Fund, FlexShares ® US Quality Large Cap Index Fund, FlexShares ® STOXX ® US ESG Impact Index Fund, FlexShares ® STOXX ® Global ESG Impact Index Fund, FlexShares ® Morningstar Global Upstream Natural Resources Index Fund, FlexShares ® STOXX ® Global Broad Infrastructure Index Fund, FlexShares ® Global Quality Real Estate Index Fund, FlexShares ® Real Assets Allocation Index Fund, FlexShares ® Quality Dividend Index Fund, FlexShares ® Quality Dividend Defensive Index Fund, FlexShares ® Quality Dividend Dynamic Index Fund, FlexShares ® International Quality Dividend Index Fund, FlexShares ® International Quality Dividend Defensive Index Fund, FlexShares ® International Quality Dividend Dynamic Index Fund, FlexShares ® iBoxx 3-Year Target Duration TIPS Index Fund, FlexShares ® iBoxx 5-Year Target Duration TIPS Index Fund, FlexShares ® Disciplined Duration MBS Index Fund, FlexShares ® Credit-Scored US Corporate Bond Index Fund, FlexShares® Credit-Scored US Long Corporate Bond Index Fund, FlexShares ® Ready Access Variable Income Fund, and FlexShares ® Core Select Bond Fund, appearing in the Annual Report on Form N-CSR for FlexShares ® Trust for the year/period ended October 31, 2017, and to the references to us on the cover page of the Statements of Additional Information and under the headings Financial Highlights in the Prospectuses and Independent Registered Public Accounting Firm and Financial Statements in the Statements of Additional Information, which are part of such Registration Statement.
/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2018
|
|
Northern Trust Asset Management Code of Ethics
|
I. | Policy Summary |
A. | Authority |
Rule 17j-1(c)(1) of the Investment Company Act of 1940 (the Advisers Act)
Rule 204A-1 of the Investment Advisers Act of 1940 (the 1940 Act)
B. | Statement of Purpose |
The policy was created to address Rule 17j-1(c)(1) under the Investment Company Act of 1940 and Rule 204A-1 of the Investment Advisers Act of 1940. The policy establishes general principles governing the conduct of all persons covered by the policy.
C. | Scope and Applicability |
The policy covers the following activities:
● | Personal Securities Transactions |
● | Access Persons Reporting Requirements (Initial, Quarterly and Annual) |
D. | Governing Body with Oversight |
NTAM Ethics Committee
E. | Related Policies |
The Northern Trust Corporation Securities Transaction Policy and Procedures
The Northern Trust Corporation Disclosure Policy
The Northern Trust Corporation Standards of Conduct
Northern Trust Policy and Procedures Relating to SEC Pay-to-Play Rule (Rule 206(4)-5)
F. | Effective Date |
May 16, 2017
|
1 |
|
|
|
II. | Policy Details |
The Code of Ethics (the Code) has been adopted by Northern Trust Investments, Inc., Northern Trust Global Investments Limited and 50 South Capital Advisors (collectively the Advisors) in compliance with the 1940 Act and Advisers Act.
All persons covered by the Code (defined as Access Persons) agree to read, understand, and comply with the Code. Access Persons have an obligation to seek guidance or take any other appropriate steps to make sure they understand their obligations under the Code. On a quarterly basis Access Persons are required to certify in writing their understanding of, and adherence to, the Code (as amended) and their agreement to comply with its requirements.
|
2 |
|
|
|
Northern Trust Asset Management
Code of Ethics
Northern Trust Investments, Inc.
Northern Trust Global Investments Limited
50 South Capital Advisors, LLC
April 1, 2016
|
3 |
|
|
|
Table of Contents
I. | Introduction | 5 | ||||||
A. | General Principles | 5 | ||||||
II. | Scope of the Code | 5 | ||||||
A. | Who is Subject to the Code? | 5 | ||||||
B. | What Accounts are Subject to the Code? | 6 | ||||||
C. | Where can my Covered Accounts be Held? | 7 | ||||||
D. | What Securities are Subject to the Code? | 7 | ||||||
III. | Personal Securities Transactions - Restrictions | 8 | ||||||
A. | Initial Public Offerings | 8 | ||||||
B. | Limited or Private Offerings | 8 | ||||||
C. | Client Accounts and Affiliated Funds | 8 | ||||||
D. | Blackout Periods | 8 | ||||||
E. | Holding Period | 8 | ||||||
F. | Prohibited Trading | 8 | ||||||
G. | Trading in Northern Trust Corporation Securities | 9 | ||||||
IV. | Compliance Procedures | 9 | ||||||
A. | Pre-Clearance | 9 | ||||||
B. | Initial and Annual Holdings Reporting | 9 | ||||||
C. | Covered Account Reporting | 10 | ||||||
D. | Quarterly Transaction Reporting | 10 | ||||||
E. | Certifications of Compliance | 10 | ||||||
F. | Reporting Violations | 11 | ||||||
V. | Standards of Business Conduct | 11 | ||||||
A. | Compliance with Laws and Regulations | 11 | ||||||
B. | Insider Trading | 11 | ||||||
C. | Gifts and Entertainment | 11 | ||||||
D. | Political Contributions and Pay-to-Play | 11 | ||||||
E. | Confidentiality | 12 | ||||||
F. | Outside Employment and Activities | 12 | ||||||
VI. | Governance | 12 | ||||||
A. | Oversight | 12 | ||||||
B. | Sanctions | 12 | ||||||
C. | Exceptions to the Code | 12 | ||||||
VII. | Recordkeeping and Administration | 12 |
|
4 |
|
|
|
I. | Introduction |
The Code of Ethics (the Code) has been adopted by Northern Trust Investments, Inc., Northern Trust Global Investments Limited and 50 South Capital Advisors (collectively the Advisors) in compliance with Rule 17j-1(c)(1) of the Investment Company Act of 1940, as amended (the 1940 Act) and Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the Advisers Act).
All persons covered by the Code agree to read, understand, and comply with the Code. You have an obligation to seek guidance or take any other appropriate steps to make sure you understand your obligations under the Code. Any questions relating to this document should be brought to the attention of Asset Management Compliance@ntrs.com . On a quarterly basis you will be required to certify in writing your understanding of, and adherence to, the Code (as amended) and your agreement to comply with its requirements.
A. | General Principles |
The Code establishes general principles governing the conduct of all persons covered by the Code in connection with the Advisors investment advisory services, as well as procedures to ensure compliance with these general principles. These principles emphasize the Advisors fiduciary duties to clients and the obligation of persons covered under the Code to uphold these fundamental duties:
1. | The duty at all times to place the interests of clients first; |
2. | The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of a persons position of trust and responsibility; |
3. | The principle that no person should take inappropriate advantage of their positions; |
4. | The fiduciary principle that information concerning the identity of security holdings and financial circumstances of clients is confidential; |
5. | The principle that independence in the investment decision-making process is paramount; |
6. | The duty to preserve the Advisors reputation for honesty, integrity and professionalism; and |
7. | In personal securities investing, individuals should follow a philosophy of investment rather than trading. |
II. | Scope of the Code |
A. | Who is Subject to the Code? |
All of the following persons are deemed Access Persons.
1. | Directors , officers and employees of the Advisors (or other persons occupying a similar status or performing similar functions); |
|
5 |
|
|
|
2. | Any person who: |
i. | Has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any client account the Advisors or their affiliates manage, or any fund which is advised or sub-advised by the Advisors; |
ii. | Makes recommendations or investment decisions; |
iii. | Has the power to exercise a controlling influence over the management and policies over investment decisions of the Advisors, or who obtains information concerning recommendations made to a client account with regard to a purchase or sale of a security; |
iv. | Any other person who provides investment advice and is subject to the Advisors supervision and control; or |
v. | Any other persons deemed to be an Access Person by the Advisors Chief Compliance Officers (e.g., consultants, contractors, interns). |
B. | What Accounts are Subject to the Code? |
Covered Accounts include:
1. | Accounts in the name of the Access Person where Covered Securities can be bought, sold or held; |
2. | Accounts of the Access Persons spouse where Covered Securities can be bought, sold or held; |
3. | Accounts of all immediate minor children or other relatives (by marriage or otherwise) living in the Access Persons home where Covered Securities can be bought, sold or held; and |
4. | Accounts in which any of the foregoing Access Persons had any beneficial ownership 1 interest or over which he or she can exercise control or investment influence and Covered Securities can be bought, sold or held. |
Covered Accounts Include: |
● Brokerage Accounts, Investment Club Accounts , Tax Efficient Wrapper Accounts [e.g. self-select Individual Savings Accounts (ISAs) or Child Trust Funds] |
● IRA and IRA Rollover Accounts or any Pension Plan that has a self-select option [e.g. Self-Invested Personal Pension Accounts (SIPPs) |
● Employee Stock Ownership and Purchase Plan Accounts (ESOPs/ESPPs) held at third party record keepers (e.g. Capita) |
● Trust and Investment Management Accounts managed by Northern Trust or third parties exercising discretionary investment authority (e.g. managed accounts) |
● UTMA and UGMA accounts (Uniform Transfers to Minors Act/Uniform Gifts to Minors Act) |
1 As defined in §240.16a-1 of the Securities Exchange Act of 1934, the term beneficial owner shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following: (i) The term pecuniary interest in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. (ii) The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to: (A) Securities held by members of a persons immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; (B) A general partners proportionate interest in the portfolio securities held by a general or limited partnership. (C) A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; (D) A persons right to dividends that is separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities; (E) A persons interest in securities held by a trust, as specified in §240.16a-8(b); and (F) A persons right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.
|
6 |
|
|
|
Covered Accounts Do Not Include: |
● U.S. based Northern Trust Thrift-Incentive Plan (TIP) & Northern Trust Employee Stock Ownership Plan (ESOP) Accounts |
● Northern Fund Accounts, Personal Savings and Checking Accounts, Defined Contribution Plans |
● Dividend Reinvestment Plan (DRIP) Accounts |
● 529 College Savings Plans, Health Savings Accounts (HSAs) |
● Mutual fund only accounts that can only hold shares of open-end mutual funds registered under the 1940 Act that are not advised or sub-advised by the Advisors or their affiliates |
C. | Where can my Covered Accounts be Held? |
All U.S. based Access Persons must maintain their Covered Accounts at a designated broker.
Non U.S. based Access Persons do not have a designated broker requirement for Covered Accounts.
D. | What Securities are Subject to the Code? |
Covered Securities 2 Include: |
● Any stock, bond, future, investment contract or any other instrument that may be considered a security |
● Options on securities and indexes |
● Limited or Private Offerings (e.g., hedge funds, private equity funds, etc.) |
● Closed-end mutual funds and unit investment trusts |
● Shares of open-end mutual funds registered under the 1940 Act that are advised or sub- advised by the Advisors or their affiliates, except money market funds |
● Securities issued by Northern Trust Corporation |
● Exchange-traded funds |
● Non-U.S. unit investment trusts and non-U.S. investment funds |
Covered Securities Do Not Include: |
● Direct obligations of the sovereign governments, including but not limited to those of the United States and United Kingdom (e.g., treasury securities) |
● Bankers acceptances, bank certificates of deposit, commercial paper and high quality short- term debt obligations, including repurchase agreements |
● Shares issued by registered money market funds including those registered under the 1940 Act |
● Shares of open-end mutual funds registered under the 1940 Act or other pooled fund e.g. UCITS (except where strategy is in private equity or absolute return) that are not advised or sub-advised by the Advisors or their affiliates |
● Shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds registered under the 1940 Act that are not advised or sub-advised by the Advisors or their affiliates |
2 As defined by Section 202(a)(18) of the Investment Advisers Act of 1940, Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.
|
7 |
|
|
|
III. | Personal Securities Transactions - Restrictions |
Access Persons must comply with the following restrictions regarding personal securities transactions in Covered Accounts.
A. | Initial Public Offerings |
Access Persons are prohibited from acquiring any securities in an initial public offering. Access Persons may acquire securities subsequent to an initial public offering in the secondary market not sooner than the first business day after the initial public offering date.
B. | Limited or Private Offerings |
Access Persons must separately pre-clear through MyEthics Portal any buy or sell of a limited or private offering.
C. | Client Accounts and Affiliated Funds |
No Access Person shall engage in a securities transaction when the Access Person knows at the time of the transaction that such security is being considered for purchase or sale by the Advisors or their affiliates.
D. | Blackout Periods |
1. | Generally, Access Persons are prohibited from executing a transaction in any Covered Security until a pending buy or sell order in the same Covered Security is executed or withdrawn. |
2. | Portfolio managers and traders are prohibited from buying or selling a Covered Security during the period beginning seven calendar days before and ending seven calendar days after the day on which a client account has bought or sold that same Covered Security. This does not apply when a client account buys or sells Covered Securities with a market capitalization above $10 billion. |
3. | No Access Person shall purchase or sell any Covered Security for a period of five business days after the Covered Security has been added to the listing of securities that the Northern Trust Research Department provides guidance on. |
4. | Access Persons may also be prohibited from transacting in Northern Trust Securities during quarterly earnings blackout periods as defined in the Northern Trust Corporation Securities Transactions Policy and Procedures. |
E. | Holding Period |
Access Persons are subject to a minimum 60-day holding period for any Covered Security.
F. | Prohibited Trading |
Access Persons are prohibited from trading in options, futures and derivative securities (e.g. swaps, warrants, etc.) and short-selling securities. Access Persons should also not engage in excessive trading.
|
8 |
|
|
|
G. | Trading in Northern Trust Corporation Securities |
Access Persons are subject to and must comply with the Northern Trust Corporation Securities Transactions Policy and Procedures and Disclosure Policy, which includes the requirement that Northern Trust securities must be held in a Northern Trust Securities Inc. (NTSI) account or in a Northern Trust custody account.
IV. | Compliance Procedures |
A. | Pre-Clearance |
Access Persons are required to obtain pre-clearance for a transaction in a Covered Security by submitting a request through MyEthics Portal. Each approval for a proposed transaction shall be valid until 3 p.m. Central Standard Time (U.S.) on the first day the (U.S.) financial markets are open for trading following the day of approval.
Exceptions to Pre-Clearance |
● Purchases or sales of Covered Securities in trust and investment management accounts managed by Northern Trust or third parties exercising discretionary investment authority (i.e. managed accounts) approved by the Asset Management Ethics Committee |
● Purchases or sales pursuant to an automatic investment plan, a program in which regular periodic purchases or withdrawals are made automatically in (or from) accounts in accordance with a predetermined schedule and allocation (including a dividend reinvestment plan) |
● Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired |
● Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities |
● Purchases or sales of any open-end mutual funds registered under the 1940 Act including those advised or sub-advised by the Advisors or their affiliates |
● Purchases or sales in UCITS including those advised or sub-advised by the Advisors or their affiliates |
B. | Initial and Annual Holdings Reporting |
1. | Access Persons must submit through MyEthics Portal a report of all holdings of Covered Securities within 10 calendar days of becoming an Access Person and thereafter on an annual basis. The information in the initial holdings report must be current as of a date no more than 45 days prior to the individual becoming an Access Person or the date the annual holdings report is submitted and include: |
i. | Title and exchange ticker symbol or CUSIP/ISIN number, type of security, number of shares and principal amount (if applicable) of each Covered Security in which the Access Person has any direct or indirect beneficial ownership; |
|
9 |
|
|
|
ii. | Name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Persons direct or indirect benefit; and |
iii. | Date the report is submitted. |
C. | Covered Account Reporting |
Access Persons must disclose the following information about any Covered Account:
1. | Name of the broker, dealer or bank with which the Access Person established the account; |
2. | Date the account was established; and |
3. | Date the report is submitted. |
All non-U.S. Access Persons must have their trade confirmations and account statements delivered to Northern Trust Global Investments Limited Compliance using the PAD Approval@ntrs.com email group.
D. | Quarterly Transaction Reporting |
Access Persons must submit a quarterly transaction report through MyEthics Portal no later than 30 days after the end of each calendar quarter covering all transactions in Covered Securities during the quarter where the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership. The quarterly transaction report must include:
1. | Date of the transaction, the title and exchange ticker symbol or CUSIP/ISIN number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each Covered Security; |
2. | Nature of the transaction (e.g., buy or sell); |
3. | Price at which the transaction was effected; |
4. | Name of the broker, dealer or bank with or through which the transaction was effected; and |
5. | Date the quarterly transaction report is submitted. |
E. | Certifications of Compliance |
A copy of the Code will be distributed to Access Persons on an initial and quarterly basis no later than 30 days after the end of each quarter requiring certification that:
1. | Access Persons have read, understood and complied with the terms of the Code. |
2. | Access Persons have submitted all required reports and have not engaged in prohibited conduct. |
|
10 |
|
|
|
F. | Reporting Violations |
Access Persons must report violations of the Code promptly to the CCO or designee. Retaliation against any Access Person who reports a violation is prohibited. Access Persons must also comply with the policy requiring reporting violations contained in the Northern Trust Corporation Standards of Conduct.
V. | Standards of Business Conduct |
A. | Compliance with Laws and Regulations |
Access Persons must comply with all applicable laws and regulations.
Access Persons are not permitted in connection with the buy or sell, directly or indirectly, of a security held or to be acquired by a client:
1. | to defraud such client in any manner; |
2. | to mislead such client, including by making a statement that is untrue or omits material facts; |
3. | to engage in any act, practice or course of conduct that operates or would operate as a fraud or deceit upon such client; |
4. | to engage in any manipulative practice with respect to such client; or |
5. | to engage in any manipulative practice with respect to securities, including price manipulation. |
B. | Insider Trading |
Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information as well as communicating material, nonpublic information to others in violation of the law. Access Persons are subject to and must comply with the Northern Trust Corporation Securities Transactions Policy and Procedures and Disclosure Policy.
C. | Gifts and Entertainment |
Access Persons are subject to and must comply with the policy on Gifts, Meals and Hospitality from clients or vendors contained in the Northern Trust Corporation Standards of Conduct.
D. | Political Contributions and Pay-to-Play |
Access Persons are subject to and must comply with the policies on Political Contributions contained in the Northern Trust Corporation Standards of Conduct and Northern Trust Policy and Procedures Relating to SEC Pay-to-Play Rule (Rule 206(4)-5).
|
11 |
|
|
|
E. | Confidentiality |
Client information is confidential. Access Persons must keep all information concerning clients (including former clients) in strict confidence, including the clients identity (unless the client consents), the financial circumstances, the security holdings and advice furnished to the client by the Advisors.
Access Persons are prohibited from sharing information with persons employed by affiliated entities, except for legitimate business purposes.
F. | Outside Employment and Activities |
An Access Person must obtain approval through the NT Ethics Request Database to accept outside employment; serve as a director, officer, partner, sole proprietor, consultant, or controlling stockholder of any-for-profit company or entity that is not affiliated with Northern Trust; or serve as an elected or appointed official for any governmental entity, including a school board, village board, zoning board, or otherwise.
VI. | Governance |
A. | Oversight |
The Code is governed by the Asset Management Ethics Committee which meets quarterly.
B. | Sanctions |
Failure to comply with the Code may result in any action that the Asset Management Ethics Committee deems appropriate, including but not limited to a warning, fine, unwinding of a transaction, disgorgement and suspension of trading privileges. Code violations may also result in referral to civil or criminal authorities where appropriate. Notwithstanding any sanctions imposed by the Asset Management Ethics Committee, Northern Trust may take additional corporate action up to and including termination.
C. | Exceptions to the Code |
Exceptions to the requirements of the Code may be granted from time-to-time, in the discretion of the Asset Management Ethics Committee, CCO or designee, based upon individual facts and circumstances. Such exceptions will not serve as precedent for additional exceptions, even under similar circumstances.
VII. | Recordkeeping and Administration |
The Advisors compliance departments shall preserve in an easily accessible place:
1. | A copy of the current Code in effect and a copy of any predecessor Code for a period of five years after it was last in effect; |
|
12 |
|
|
|
2. | A record of any violation of the Code and any action taken as a result of such violation, for a period of five years from the end of the fiscal year in which the violation occurred; |
3. | A copy of each report (or broker confirmations and statements provided in lieu thereof) made by an Access Person for a period of five years from the end of the fiscal year in which the report was made, the first two years in an easily accessible place; |
4. | A list of all Access Persons who are, or within the prior five years have been, required to make reports and a list of all Access Persons responsible for reviewing such reports; and |
5. | A copy of each report furnished to the board of any registered investment company pursuant to the 1940 Act, describing issues arising under the Code and certifying that the Advisors have adopted procedures reasonably designed to prevent violations of the Code. |
6. | A record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of securities in initial public offerings and limited offerings, for at least five years after the end of the fiscal year in which the approval was granted. |
7. | A record of all written acknowledgements for each Access Person who is currently, or within the past five years was, required to acknowledge their receipt of the Code and any amendments thereto. All acknowledgements for an Access Person must be kept for the period such person is an Access Person and until five years after the person ceases to be an Access Person of the Advisors. |
As amended: April 1, 2016; July 1, 2017
|
13 |
|
FLEXSHARES TRUST
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that the undersigned, being a Trustee of FlexShares Trust, a statutory trust organized under the laws of the State of Maryland (the Trust), does hereby make, constitute and appoint Craig R. Carberry, Diana E. McCarthy, Peter K. Ewing and Ann Marie Halter, and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned any and all filings and amendments to the Trusts Registration Statements on Form N-1A relating to the shares of the Trust and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the Trust to effectuate the intents and purposes hereof, and the undersigned hereby fully ratifies and confirms all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed his or her name this 14 th day of December 2017.
/s/ Sarah N. Garvey |
|
/s/ Philip G. Hubbard |
||
Sarah N. Garvey |
Philip G. Hubbard |
|||
/s/ Eric T. McKissack |
||||
Eric T. McKissack |