Thrivent
Financial for Lutherans and
Thrivent
Asset Management, LLC
Proxy Voting
Policies and Procedures Summary
Responsibility to Vote Proxies
Overview
. Thrivent Financial for Lutherans and
Thrivent Asset Management, LLC
(
collectively, in their capacity as
investment advisers, “Thrivent”
)
have
adopted Proxy Voting Policies and Procedures (“Policies and Procedures”)
for the purpose of establishing formal policies and procedures for performing
and documenting Thrivent’s fiduciary duty with regard to the voting of client
proxies, including investment companies which it sponsors and for which it
serves as investment adviser
(“
Thrivent Funds
”
)
and
by institutional accounts who have requested that Thrivent be involved in the
proxy process.
Fiduciary
Considerations
.
It is the policy of Thrivent that decisions with respect to proxy issues will
be made primarily in light of the anticipated impact of the issue on the
desirability of investing in the portfolio company from the viewpoint of the
particular client.
Thrivent
seeks to vote proxies solely in the interests of the client, including Thrivent
Funds. Thrivent votes proxies, where possible to do so, in a manner consistent
with its fiduciary obligations and responsibilities. Logistics involved may
make it impossible at times, and at other times disadvantageous, to vote
proxies in every instance.
Administration
of Policies and Procedures
Thrivent has
formed a committee that is responsible for establishing positions with respect
to corporate governance and other proxy issues, as well as overseeing the environmental,
social and governance (“ESG”) analysis components of Thrivent’s
investment processes (“Committee”). Annually, the Committee reviews the
Policies and Procedures, including in relation to recommended changes reflected
in applicable benchmark policies and voting guidelines of Institutional
Shareholder Services Inc. (“ISS”). As discussed below, Thrivent may,
with the approval of the Committee, vote proxies other than in accordance with
the applicable voting guidelines in the Policies and Procedures.
How
Proxies are Reviewed, Processed and Voted
In
order to facilitate the proxy voting process, Thrivent has retained ISS as an
expert in the proxy voting and corporate governance areas. ISS specializes in
providing a variety of fiduciary-level proxy advisory and voting services.
These services include custom vote recommendations, research, vote execution,
reporting, auditing and consulting assistance for the handling of proxy voting
responsibilities. ISS analyzes each proxy vote of Thrivent’s clients and
prepares a recommendation that reflects ISS’s application of the Policies and
Procedures. Thrivent will, in most cases, vote proxies following the applicable
market-specific ISS Sustainability Proxy Voting Guidelines (“Sustainability
Guidelines”). In other cases, Thrivent will vote proxies following the
applicable market-specific ISS Proxy Voting Guidelines (“ISS Guidelines”) or
using ISS’s research and recommendations and a determination by investment
management or other Thrivent personnel as the circumstances warrant, which may
include items not addressed by the voting guidelines. The Sustainability
Guidelines have been developed consistent with the dual objectives of socially
responsible shareholders – financial and social. The Sustainability Guidelines
seek to reflect a broad consensus of the socially responsible investing
community on matters of social and environmental import and 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
on matters of corporate governance, executive compensation, and corporate
structure. With regard to voting proxies for the Thrivent ESG Index Portfolio,
Thrivent votes proxies in accordance with the Sustainability Guidelines.
Proxy
Voting Process Overview
Thrivent utilizes ISS’s
voting agent services to notify us of upcoming shareholder meetings for
portfolio companies held in client accounts and to transmit votes on behalf of
our clients. ISS provides comprehensive summaries of proxy proposals, publications
discussing key proxy voting issues, and specific vote recommendations regarding
Thrivent’s clients’ portfolio company proxies to assist in the proxy voting
process. The final authority and responsibility for proxy voting decisions
remains with Thrivent. Decisions with respect to proxy matters are made
primarily in light of the anticipated impact of the issue on the desirability
of investing in the company from the viewpoint of our respective clients.
Thrivent may on
any particular proxy vote determine that it is in the best interests of its
clients to diverge from the Policies and Procedures’ applicable voting
guidelines. In such cases, the person requesting to diverge from the Policies
and Procedures’ applicable voting guidelines is required to document in writing
the rationale for their vote and submit all written documentation to the
Committee for review and approval. In determining whether to approve any
particular request, the Committee will determine that the request is not
influenced by any conflict of interest and is in the best interests of
Thrivent’s clients.
Summary of Thrivent’s Voting Policies
Specific voting
guidelines have been adopted by the Committee for regularly occurring
categories of management and shareholder proposals. The detailed voting
guidelines are available to Thrivent’s clients upon request. The following is a
summary of significant Thrivent policies, which are generally consistent with
the Sustainability Guidelines or ISS Guidelines referenced above:
Board Structure and Composition
Issues –
Thrivent
believes boards are expected to have a majority of directors independent of
management. The independent directors are expected to organize much of the
board’s work, even if the chief executive officer also serves as chairperson of
the board. Key committees (audit, compensation, and nominating/corporate
governance) 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. Boards should be sufficiently diverse to
ensure consideration of a wide range of perspectives. Individual directors, in
turn, are expected to devote significant amounts of time to their duties and to
limit the number of directorships they accept. As such, Thrivent withholds
votes for directors who miss more than one-fourth of the scheduled board
meetings. Thrivent votes against management efforts to stagger board member
terms because a staggered board may act as a deterrent to takeover proposals. For
the same reasons, Thrivent votes for proposals that seek to fix the size of the
board.
Executive and Director
Compensation –
These
proposals necessitate a case-by-case evaluation. Generally, Thrivent opposes
compensation packages that provide what we view as excessive awards to a few
senior executives or that contain excessively dilutive stock option grants
based on a number of criteria such as the costs associated with the plan, plan
features, and dilution to shareholders.
Ratification
of Auditors –
Thrivent
votes for proposals to ratify auditors, unless 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 company’s financial position;
non-audit fees paid represent 50 percent or more of the total fees paid to the
auditor; or poor accounting practices are identified that rise to a serious
level of concern.
Mergers and
Acquisitions –
Thrivent
votes on mergers and acquisitions on a case-by-case basis, taking into account
and balancing the following: anticipated financial and operating benefits,
including the opinion of the financial advisor, market reaction, offer price
(cost vs. premium) and prospects of the combined companies; how the deal was
negotiated; potential conflicts of interest between management’s interests and
shareholders’ interests; and changes in corporate governance and their impact
on shareholder rights.
Anti-takeover
and Corporate Governance Issues –
Thrivent
generally opposes anti-takeover measures since they adversely impact
shareholder rights. When voting on capital structure issues, Thrivent considers
the dilutive impact to shareholders and the effect on shareholder rights.
Social,
Environmental and Corporate Responsibility Issues –
Thrivent generally supports proposals that
seek standardized reporting, or that request information regarding a company's
adoption of, adherence to, relevant norms, standards, codes of conduct, or
universally recognized international initiatives to promote disclosure and
transparency. When voting on matters with apparent economic or operational
impacts on the company, Thrivent realizes that the precise economic effect of
such proposals is often unclear. Where this is the case, Thrivent typically
utilizes a case-by-case approach.
Shareblocking
–
Shareblocking is the
practice in certain foreign countries of “freezing” shares for trading purposes
in order to vote proxies relating to those shares. Thrivent generally refrains
from voting shares in shareblocking countries unless the matter has compelling
economic consequences that outweigh the loss of liquidity in the blocked
shares.
Applying
Proxy Voting Policies to non-U.S. Companies –
Thrivent applies a
two-tier approach to determining and applying global proxy voting policies. The
first tier establishes baseline policy guidelines for the most fundamental
issues, which apply without regard to a company's domicile. The second tier
takes into account various idiosyncrasies of different countries, making
allowances for standard market practices, as long as they do not violate the
fundamental goals of good corporate governance. The goal is to enhance
shareholder value through effective use of the shareholder franchise,
recognizing that applying policies developed for U.S. corporate governance may
not appropriate for all markets.
Monitoring and Resolving Conflicts of Interest
– Thrivent/clients
The Committee
is responsible for monitoring and resolving possible material conflicts between
the interests of Thrivent and those of its clients with respect to proxy
voting. Examples of situations where conflicts of interest can arise are when
i) the issuer is a vendor whose products or services are material to Thrivent’s
business; ii) the issuer is an entity participating to a material extent in the
distribution of proprietary investment products advised, administered or
sponsored by Thrivent; iii) an Access Person
of Thrivent also serves as a director or officer of the issuer; and iv) there
is a personal conflict of interest (e.g.,
familial
relationship with company management)
. Other circumstances or
relationships can also give rise to potential conflicts of interest.
All material
conflicts of interest will be resolved in the interests of the clients.
Application of the Policies and Procedures’ applicable voting guidelines to
vote client proxies is generally relied on to address possible conflicts of
interest since the voting guidelines are pre-determined by the Committee. Other
methods for addressing potential conflicts of interest will be evaluated on a
case by case basis and may include a vote in accordance with ISS’s
recommendation, among other methods.
In cases where
Thrivent is considering overriding these Policies and Procedures’ applicable
voting guidelines, or in the event matters presented for vote are not governed
by such guidelines, the Committee will follow these or other similar procedures:
Compliance, in
consultation with Legal, will conduct a review to seek to identify any
potential material conflicts of interest. If no material conflict of interest
is identified, the proxy will be voted as determined by the Committee or the
appropriate Thrivent personnel under these policies and procedures.
If a material
conflict of interest is identified, the Committee will be apprised of that fact
and the Committee will evaluate the proposed vote in order to ensure that the
proxy ultimately is voted in what Thrivent believes to be the best interests of
clients, and without regard for the conflict of interest. The Committee will
document its vote determination, including the nature of the conflict, the
Committee’s analysis of the matters submitted for proxy vote, and the reasons
why the Committee determined that the votes were cast in the best interests of
clients.
Certain
Thrivent Funds ("top tier fund") may own shares of other Thrivent
Funds (''underlying fund"). If an underlying fund submits a matter to a
shareholder vote, the top tier fund will generally vote its shares in the same
proportion as the other shareholders of the underlying fund. If there are no
other shareholders in the underlying fund, the top tier fund will vote in what
Thrivent believes to be in the top tier fund's best interest.
Thrivent
will generally not vote nor seek to recall in order to vote shares on loan,
unless it determines that a vote would have a material effect on an investment
in such loaned security.
Oversight, Reporting and Record Retention
Retention of Proxy Service Provider and
Oversight of Voting
In overseeing proxy
voting generally and determining whether or not to retain the services of ISS,
Thrivent performs the following functions, among others, to determine that
Thrivent continues to vote proxies in the best interest of its clients: i)
periodic sampling of proxy votes; ii) periodic reviews of Thrivent’s Policies
and Procedures to determine they are adequate and have been implemented
effectively, including whether they continue to be reasonably designed to
ensure that proxies are voted in the best interest of Thrivent’s clients; iii)
periodic due diligence on ISS designed to monitor ISS’s a) capacity and
competency to adequately analyze proxy issues, including the adequacy and
quality of its staffing and personnel, as well as b) its methodologies for
developing vote recommendations and ensuring that its research is accurate and
complete; and iv) periodic reviews of ISS’s procedures regarding their
capabilities to identify and address conflicts of interest.
Proxy
statements and solicitation materials of issuers (other than those which are
available on the SEC’s EDGAR database) are kept by ISS in its capacity as
voting agent and are available upon request. Thrivent retains documentation on
shares voted differently than the Thrivent Policies and Procedures voting
guidelines, and any document which is material to a proxy voting decision such
as the Thrivent Policies and Procedures voting guidelines and the Committee
meeting materials.
ISS provides Vote
Summary Reports for each Thrivent Fund. The report specifies the company,
ticker, cusip, meeting dates, proxy proposals, and votes which have been cast
for the Thrivent Fund during the period, the position taken with respect to
each issue and whether the Thrivent Fund voted with or against company
management.