Management proposals |
1.1
|
Elect Director Herb Allen
|
For
|
For
|
1.2
|
Elect Director Marc Bolland
|
For
|
For
|
1.3
|
Elect Director Ana Botin
|
For
|
For
|
1.4
|
Elect Director Christopher C. Davis
|
For
|
For
|
1.5
|
Elect Director Barry Diller
Vote rationale:
Board members should devote sufficient time to fulfil their responsibilities effectively. The chairperson is responsible for leading all aspects of the board’s work and should devote a significant amount of time to fulfil his or her responsibilities effectively. Board members should contribute to effective discussions and decision-making by attending all meetings.
Global Voting Guidelines
Time commitment of board members
|
For
|
Against
|
1.6
|
Elect Director Helene D. Gayle
|
For
|
For
|
1.7
|
Elect Director Alexis M. Herman
|
For
|
For
|
1.8
|
Elect Director Maria Elena Lagomasino
|
For
|
For
|
1.9
|
Elect Director James Quincey
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
For
|
Against
|
1.10
|
Elect Director Caroline J. Tsay
|
For
|
For
|
1.11
|
Elect Director David B. Weinberg
|
For
|
For
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
Vote rationale:
The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration.
Global Voting Guidelines
CEO remuneration
|
For
|
Against
|
3
|
Ratify Ernst & Young LLP as Auditors
|
For
|
For
|
Shareholder proposals |
4
|
Report on External Public Health Costs
|
Against
|
Against
|
5
|
Report on Global Public Policy and Political Influence
|
Against
|
Against
|
6
|
Require Independent Board Chair
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
Against
|
For
|