Principle 6

Institutional investors should have a clear policy on voting and disclosure of voting activity

An active and informed voting policy is an integral part of our investment philosophy. Voting should never be divorced from the underlying investment management activity. By exercising our votes we seek both to add value to our clients and to protect our interests as shareholders. We consider the issues, meet the management if necessary, and vote accordingly.

For UK listed holdings in actively managed portfolios we seek to vote on all resolutions proposed at general meetings. Typically, M&G votes by proxy at general meetings but on occasion we will attend a general meeting where our clients’ interests are best served by us doing so.

In determining our vote, a number of factors will be taken into consideration including our voting guidelines (which are reviewed regularly), company specific information and the extent to which we have been able to obtain any additional information required to make an informed decision.

A responsible board should consult significant shareholders in advance of a company meeting, rather than risk putting forward resolutions which may be voted down. We are generally supportive of management and we aim to be pragmatic but we will abstain or vote against the company if a resolution conflicts with our voting guidelines. We would always seek to discuss any contentious resolutions before casting our votes in order to ensure that our objectives are understood. Confrontation with boards at shareholder meetings represents a failure of corporate governance.

The Annual General Meeting serves a useful purpose by reinforcing the Board’s accountability to shareholders. Where accountability is lacking we will, on occasion, use these meetings to remind the Board of their obligations to shareholders.

For our actively managed portfolios holding UK listed shares, we seek to vote on all resolutions at shareholder meetings.

We may not vote in favour of resolutions where we are not able to make an informed decision on the resolution because of poor quality disclosure, or due to an unsatisfactory response to questions raised on specific issues. We endeavour to discuss our concerns with the company in advance of voting against a resolution.

Any shares on loan are recalled whenever there is a vote on any issue affecting the value of shares held, or any issue deemed to be material to the interests of our clients.

We disclose our voting records on our website which are published on a quarterly basis.

Use of Advisory Services

M&G subscribes to a number of shareholder voting and information service providers including Institutional Shareholder Services (ISS), Institutional Voting Information Services (IVIS), MSCI ESG Research, and ISS -Ethix. These inform the voting decision. However, voting decisions are always taken by a member of the Corporate Finance & Stewardship team, in consultation with the investment team where appropriate. All of our share voting is processed via an externally provided information system that has reporting and disclosure functions.