Banco BTG Pactual SA

Ticker: BPAC11
Meeting date: 29/04/2022
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2021 For For
2 Approve Allocation of Income and Dividends For For
3 Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? None Abstain
4.1 Elect Andre Santos Esteves as Director Vote rationale: The board should guide company strategy and monitor management performance without conflicts of interest. A majority of shareholder-elected board members in a non-controlled company should be independent of management, dominant shareholders, and related third parties. In a majority-controlled company, at least a third of board members should be independent. Global Voting Guidelines Board independence Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines For Against
4.2 Elect John Huw Gwili Jenkins as Director For For
4.3 Elect Joao Marcello Dantas Leite as Director For For
4.4 Elect Nelson Azevedo Jobim as Director For For
4.5 Elect Roberto Balls Sallouti as Director Vote rationale: Board decisions that are particularly vulnerable to conflicts of interest should have additional safeguards. Management should not serve on the audit or remuneration committees. The audit committee should have a majority of independent, shareholder-elected members. Global Voting Guidelines Board independence For Against
4.6 Elect Mark Clifford Maletz as Independent Director For For
4.7 Elect Guillermo Ortiz Martinez as Director For For
4.8 Elect Eduardo Henrique de Mello Motta Loyo as Independent Director Vote rationale: Board decisions that are particularly vulnerable to conflicts of interest should have additional safeguards. Management should not serve on the audit or remuneration committees. The audit committee should have a majority of independent, shareholder-elected members. Global Voting Guidelines Board independence For Against
4.9 Elect Sofia de Fatima Esteves as Independent Director For For
5 In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes Amongst the Nominees below? None Abstain
6.1 Percentage of Votes to Be Assigned - Elect Andre Santos Esteves as Director None Abstain
6.2 Percentage of Votes to Be Assigned - Elect John Huw Gwili Jenkins as Director None Abstain
6.3 Percentage of Votes to Be Assigned - Elect Joao Marcello Dantas Leite as Director None Abstain
6.4 Percentage of Votes to Be Assigned - Elect Nelson Azevedo Jobim as Director None Abstain
6.5 Percentage of Votes to Be Assigned - Elect Roberto Balls Sallouti as Director None Abstain
6.6 Percentage of Votes to Be Assigned - Elect Mark Clifford Maletz as Independent Director None Abstain
6.7 Percentage of Votes to Be Assigned - Elect Guillermo Ortiz Martinez as Director None Abstain
6.8 Percentage of Votes to Be Assigned - Elect Eduardo Henrique de Mello Motta Loyo as Independent Director None Abstain
6.9 Percentage of Votes to Be Assigned - Elect Sofia de Fatima Esteves as Independent Director None Abstain
7 As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? None Abstain
8 As a Preferred Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law? None Abstain
9 Approve Remuneration of Company's Management For For
10 Do You Wish to Request Installation of a Fiscal Council, Under the Terms of Article 161 of the Brazilian Corporate Law? None Abstain
11 In Case Neither Class of Shares Reaches the Minimum Quorum Required by the Brazilian Corporate Law to Elect a Board Representative in Separate Elections, Would You Like to Use Your Votes to Elect the Candidate with More Votes to Represent Both Classes? None For

Disclaimer

This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:

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