Proxy voting

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Shareholders of a company have the right to vote on certain aspects of the company's business, such as the election of the company's directors and the appointment of its auditors. A proxy is the document that companies send to shareholders to get their voting instructions.

Investment portfolios holding shares of companies are generally entitled to exercise the voting rights attached to those shares. Voting may occur for fixed income securities and some private market investments, but it is much less common.

As an asset manager, RBC Global Asset Management (RBC GAM) acts in the best interests of the accounts that it manages, including segregated client accounts and investment funds (collectively, “portfolios”).

We believe that issuers with good governance practices generally are able to focus on long-term sustainable growth, and are more likely to effectively manage conflicts and material environmental and social risk factors. These issuers are also more likely to access fixed income markets when needed, and pose less risk for equity investors due to proper alignment of shareholder and management interests. As such, we believe that exercising our voting rights is an effective way of considering issues that are material to our investments and can help protect and enhance the long-term value of the portfolios we manage.

The RBC GAM Proxy Voting Guidelines (“Guidelines”) summarize the corporate governance principles which we will generally support through the exercise of votes on these issues.

Proposals, including those on business issues specific to the issuer or those raised by shareholders of the issuer, are addressed on a case-by-case basis with a focus on the potential impact of the vote on shareholder value.

The Guidelines are applied in Canada, the United States, the United Kingdom, Ireland, Australia, and New Zealand. In all other markets, RBC GAM utilizes the local proxy voting guidelines of Institutional Shareholder Services Inc. (“ISS”).

For more information, please refer to the Guidelines.

RBC GAM has a process to manage the review and approval of vote instructions. Our Responsible Investment (RI) team manages the internal review of proxy voting to help ensure that the custom recommendations made by ISS correctly reflect the intentions of the Guidelines. This includes the review of upcoming company meetings, corresponding meeting research and custom vote recommendations by the RI team’s analysts. Our investment teams receive regular reports of upcoming meetings for companies held in the portfolios they manage; these reports may include flags and rationales for any recommended votes against the recommendations of management based on either the Guidelines or ISS’ local benchmark voting policy.

RBC GAM has established a Proxy Voting Committee (“Committee”) which includes the RBC GAM Global Chief Investment Officer. The mandate of the Committee is to receive information and provide advice on matters relating to the Guidelines and the exercise of a portfolio’s proxy voting rights.

In the event of a perceived or actual conflict of interest involving the exercise of proxy voting rights, we follow procedures to help ensure that a proxy is exercised in accordance with our Guidelines, uninfluenced by considerations other than the best interests of our portfolios.

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RBC GAM has a general approach to active stewardship, proxy voting, and engagement that addresses ESG matters among other matters. References to active stewardship do not apply to certain funds or investment strategies that do not undertake proxy voting and/or engagement activities, including, but not limited to, quantitative investment strategies that do not conduct engagements, passive strategies, and certain third-party sub-advised strategies. RBC GAM does not manage proxy voting for certain third-party sub-advised strategies.