Banco BTG Pactual SA
Ticker: BPAC11
Møtedato: 29.04.2022
Møtetype: Annual
| Forslag | Ledelsens anbefalning | Stemme | |
|---|---|---|---|
| Management proposals | |||
| 1 | Forslag Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2021 | Ledelsens anbefalning For | Stemme For |
| 2 | Forslag Approve Allocation of Income and Dividends | Ledelsens anbefalning For | Stemme For |
| 3 | Forslag 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? | Ledelsens anbefalning None | Stemme Abstain |
| 4.1 | Forslag 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 Uavhengighet i styret 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 | Ledelsens anbefalning For | Stemme Against |
| 4.2 | Forslag Elect John Huw Gwili Jenkins as Director | Ledelsens anbefalning For | Stemme For |
| 4.3 | Forslag Elect Joao Marcello Dantas Leite as Director | Ledelsens anbefalning For | Stemme For |
| 4.4 | Forslag Elect Nelson Azevedo Jobim as Director | Ledelsens anbefalning For | Stemme For |
| 4.5 | Forslag 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 Uavhengighet i styret | Ledelsens anbefalning For | Stemme Against |
| 4.6 | Forslag Elect Mark Clifford Maletz as Independent Director | Ledelsens anbefalning For | Stemme For |
| 4.7 | Forslag Elect Guillermo Ortiz Martinez as Director | Ledelsens anbefalning For | Stemme For |
| 4.8 | Forslag 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 Uavhengighet i styret | Ledelsens anbefalning For | Stemme Against |
| 4.9 | Forslag Elect Sofia de Fatima Esteves as Independent Director | Ledelsens anbefalning For | Stemme For |
| 5 | Forslag In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes Amongst the Nominees below? | Ledelsens anbefalning None | Stemme Abstain |
| 6.1 | Forslag Percentage of Votes to Be Assigned - Elect Andre Santos Esteves as Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.2 | Forslag Percentage of Votes to Be Assigned - Elect John Huw Gwili Jenkins as Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.3 | Forslag Percentage of Votes to Be Assigned - Elect Joao Marcello Dantas Leite as Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.4 | Forslag Percentage of Votes to Be Assigned - Elect Nelson Azevedo Jobim as Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.5 | Forslag Percentage of Votes to Be Assigned - Elect Roberto Balls Sallouti as Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.6 | Forslag Percentage of Votes to Be Assigned - Elect Mark Clifford Maletz as Independent Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.7 | Forslag Percentage of Votes to Be Assigned - Elect Guillermo Ortiz Martinez as Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.8 | Forslag Percentage of Votes to Be Assigned - Elect Eduardo Henrique de Mello Motta Loyo as Independent Director | Ledelsens anbefalning None | Stemme Abstain |
| 6.9 | Forslag Percentage of Votes to Be Assigned - Elect Sofia de Fatima Esteves as Independent Director | Ledelsens anbefalning None | Stemme Abstain |
| 7 | Forslag 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? | Ledelsens anbefalning None | Stemme Abstain |
| 8 | Forslag 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? | Ledelsens anbefalning None | Stemme Abstain |
| 9 | Forslag Approve Remuneration of Company's Management | Ledelsens anbefalning For | Stemme For |
| 10 | Forslag Do You Wish to Request Installation of a Fiscal Council, Under the Terms of Article 161 of the Brazilian Corporate Law? | Ledelsens anbefalning None | Stemme Abstain |
| 11 | Forslag 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? | Ledelsens anbefalning None | Stemme 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:
- This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
- No reliance should be placed on this information or its accuracy, and Norges Bank accepts no responsibility or liability for any action taken or not taken on the basis of this information. Any relevant third party should form their own views based on their own analysis of the relevant facts and circumstances.
- To be clear, Norges Bank has no duty of care in respect of any third party who decides to view this disclosure, which shall be done entirely at their own risk.
- Any information in this disclosure is subject to change without notice. In particular, be aware that Norges Bank’s intentions and the holdings of the Government Pension Fund Global may change over time and, to the extent permitted by applicable law, Norges Bank disclaims any responsibility to update this information as a result of such changes or for any other reason.
- Securities lending or other activity may mean that the votes cast by Norges Bank are significantly different than its economic or published holding of shares, or significantly different from its holding at the date of this disclosure. No assumption should be made or reliance placed on the number of votes that will be cast.
- Norges Bank is not subject to any prohibition on securities lending, trading or other activity as a result of this disclosure at any point prior to or after the publication of this disclosure.