Item Item title
Board position
Ethos position
1 Receive the Annual Report NON-VOTING NON-VOTING
2 Approve the Dividend FOR FOR
3 Approve Discharge of Management Board
FOR FOR
4 Approve Discharge of Supervisory Board
FOR FOR
5 Appoint the Auditors FOR FOR
51
ING Groep (AGM) 08.05.2017
Item Item title
Board position
Ethos position 1 Opening remarks and announcements NON-VOTING NON-VOTING
2a Report of the Executive Board for 2016
NON-VOTING NON-VOTING
2b Sustainability NON-VOTING NON-VOTING
2c Report of the Supervisory Board for 2016
NON-VOTING NON-VOTING
2d Remuneration report NON-VOTING NON-VOTING
2e Annual Accounts for 2016 FOR FOR
3a Profit retention and distribution policy NON-VOTING NON-VOTING
3b Dividend for 2016 FOR FOR
4a Discharge of the members of the Executive Board in respect of their duties performed during the year 2016
FOR FOR
4b Discharge of the members and former member of the Supervisory Board in respect of their duties performed during the year 2016
FOR FOR
5a Amendment to deferral period in the remuneration policy for members of the Executive Board
NON-VOTING NON-VOTING
5b Variable remuneration cap for selected global staff
FOR FOR
6 Composition of the Executive Board
-6a Reappointment of Ralph Hamers FOR FOR
6b Appointment of Steven van Rijswijk FOR FOR
6c Appointment of Koos Timmermans FOR FOR
7 Composition of the Supervisory Board
-7a Reappointment of Hermann-Josef Lamberti
FOR OPPOSE Concerns over this aggregate time commitments.
7b Reappointment of Robert Reibestein FOR FOR
7c Reappointment of Jeroen van der Veer
FOR FOR
7d Appointment of Jan Peter Balkenende FOR FOR
7e Appointment of Margarete Haase FOR FOR
7f Appointment of Hans Wijers FOR FOR
8a Authorisation to issue ordinary shares FOR FOR
8b Authorisation to issue ordinary shares, with or \without pre-emptive rights of existing shareholders
FOR FOR
9 Authorisation of the Executive Board to acquire ordinary shares in the Company’s capital
FOR FOR
10 Any other business and conclusion NON-VOTING NON-VOTING
53
ITV (AGM) 10.05.2017
Item Item title
Board position
Ethos position 1 To approve the financial statements
and the annual report
FOR FOR
2 An advisory vote on the remuneration report
FOR FOR
3 Approve the remuneration policy FOR OPPOSE Excessive discretion of the remuneration committee in determining the performance criteria (if any).
4 To declare a dividend FOR FOR
5 To declare a special dividend FOR FOR
6 To elect as a director, Salman Amin FOR FOR 7 To re-elect as a director, Sir Peter
Bazalgette
FOR OPPOSE Chairman of the nomination committee and the board only has 22% women.
8 To re-elect as a director, Adam Crozier FOR FOR
9 To re-elect as a director, Roger Faxon FOR FOR
10 To re-elect as a director, Ian Griffiths FOR FOR
11 To re-elect as a director, Mary Harris FOR FOR
12 To re-elect as a director, Andy Haste FOR FOR
13 To re-elect as a director, Anna Manz FOR FOR
14 To re-elect as a director, John Ormerod
FOR OPPOSE Chairman of the audit committee and the composition of this committee does not comply with the recommendations of the UK Code due to the independence concerns of this director.
15 To reappoint KPMG LLP as auditor of the company
FOR FOR
16 To authorise the directors to determine the remuneration of the auditors
FOR FOR
17 To approve a general authority to the directors to issue shares
FOR FOR
18 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
19 To approve a specific authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
20 To approve political donations FOR FOR
21 To allow the Company to make market purchases of its own shares
FOR OPPOSE The executive variable
remuneration depends on "per share" indicators, which are artificially positively impacted by the proposed share repurchase programme.
22 To approve that the notice period for ordinary general meetings, other than AGMs, shall be 14 days
FOR OPPOSE 14-days is insufficient for shareholders to vote in an informed manner.
55
Kering (AGM) 27.04.2017
Item Item title
Board position
Ethos position 1 To approve the parent company's
financial statements
FOR FOR
2 Approval of the consolidated financial statements
FOR FOR
3 To approve the allocation of income and the dividend payment
FOR FOR
Board main features
-4 Re-election of François-Henri Pinault as a Director for 4 years
FOR OPPOSE Combined chairman/CEO.
5 Re-election of Jean-François Palus as a Director for 4 years
FOR FOR
6 Re-election of Patricia Barbizet as a Director for 4 years
FOR OPPOSE The director has been sitting on the board for more than 20 years, which exceeds guidelines.
7 Re-election of Baudouin Prot as a Director for 4 years
FOR FOR
8 To approve the remuneration policy of Executives
FOR OPPOSE Excessive remuneration.
9 Advisory "Say on Pay" vote on the individual remuneration of François-Henri Pinault, Chairman and Chief Executive Officer
FOR OPPOSE Excessive remuneration, including a service fee of over EUR 1 million paid by controlling shareholder on top of remuneration.
10 Advisory "Say on Pay" vote on the individual remuneration of Jean-François Palus, Deputy Chief Executive Officer
FOR OPPOSE Excessive remuneration, including a housing allowance valued in excess of EUR 1 million.
11 To approve a treasury share buy-back and disposal programme
FOR FOR
12 To authorise a potential reduction in the company's share capital
FOR FOR
13 To authorise the Board to issue shares or other securities giving access to shares with pre-emptive rights
FOR FOR
14 To authorise capital increases by transfer of reserves
FOR FOR
15 Global allowance to issue capital related securities without pre-emptive rights by public issuance
FOR FOR
16 Global allowance to issue capital related securities without pre-emptive rights through private placement through private placement
FOR FOR
17 To depart from the legal rules defining the maximum discount for capital increase without pre-emptive rights (up to 10% of share capital)
FOR FOR
18 "Green shoe" authorisation FOR OPPOSE Additional potential dilution which is not in shareholders' interests.
19 Delegation to issue shares and capital securities as consideration for contributions in kind made to the company
FOR FOR
20 To authorise capital increases related to an all-employee share ownership plan
FOR FOR
21 Delegation of powers for the completion of formalities
FOR FOR
57
Kingfisher (AGM) 13.06.2017
Item Item title
Board position
Ethos position 1 To approve the financial statements
and the annual report
FOR FOR
2 An advisory vote on the remuneration report
FOR OPPOSE Excessive variable remuneration.
3 To declare a dividend FOR FOR
4 To elect as a director, Andy Cosslett FOR FOR
5 To re-elect as a director, Andrew Bonfeld
FOR FOR
6 To re-elect as a director, Pascal Cagni FOR FOR
7 To re-elect as a director, Clare Chapman
FOR FOR
8 To re-elect as a director, Anders Dahlvig
FOR FOR
9 To re-elect as a director, Rakhi Goss-Custard
FOR FOR
10 To re-elect as a director, Véronique Laury
FOR FOR
11 To re-elect as a director, Mark Seligman
FOR FOR
12 To re-elect as a director, Karen Witts FOR FOR
13 To reappoint Deloitte LLP as auditor of the company
FOR FOR
14 To authorise the directors to determine the remuneration of the auditors
FOR FOR
15 To approve political donations FOR FOR
16 To approve a general authority to the directors to issue shares
FOR FOR
17 To approve a general authority to the directors to dis-apply pre-emption rights on the issue of shares for cash
FOR FOR
18 To allow the Company to make market purchases of its own shares
FOR OPPOSE The executive variable
remuneration depends on "per share" indicators, which are artificially positively impacted by the proposed share repurchase programme.
19 To approve that the notice period for ordinary general meetings, other than AGMs, shall be 14 days
FOR OPPOSE 14-days is insufficient for shareholders to vote in an informed manner.
20 To approve new Articles of Association
FOR FOR
59