Daiwa Asset Management Co. Ltd.

We will exercise voting rights of the foreign investee companies based on the following criteria. However, we will make decisions based on the circumstances for each country in consideration of the differences in the law, commercial practice and corporate governance, etc.

1. ELECTION OF DIRECTORS

Board of Directors

Boards are put in place to represent shareholders and protect their interests. We seek boards to protect the interests of shareholders and to deliver value over the medium- and long-term, that include some independent directors (the percentage will vary by local market practice and regulations) and have directors with diverse backgrounds and experience.

We believe a director is independent if he or she has no material financial, familial or other current relationships with the company, its executives or other board members except for service on the board and standard fees paid for that service during the past five years.

Board Committee Composition

We believe that independent directors should serve on a company’s audit, compensation, nominating and governance committees.

Board Diversity

We believe that the diversity of backgrounds and skills of directors provides a wide range of perspectives and insights in management decisions and increase corporate value.
In particular, we values gender diversity.

Classified Boards

We favor the annual election of directors because we feel that the annual election of directors encourages board members to focus on protecting the interests of shareholders.

Separation of the roles of Chair and CEO

We believe that separating the roles of corporate officers and the chair of the board is a better governance structure than a combined executive/chair position.
We view an independent chair can avoid the management conflicts that a CEO and other executive insiders often face and lead to a more proactive and effective board of directors that is looking out for the interests of shareholders above all else.
We may vote against the chair of the nominating committee when the chair and CEO roles are combined.

２．Financial Reporting

Accounts and Reports

If the company submits the annual financial statements, director reports and independent auditors’ reports to shareholders at a general meeting, we will generally vote in favor of these proposals except when there are concerns about the integrity of the statements/reports.

Income Allocation (Distribution of Dividends)

We will generally vote for the allocation of income except in case where the company’s dividend payout ratio is exceptionally low or excessively high relative to its peers.

Appointment of Auditors

We generally support management’s recommendation regarding the selection of an auditor except in cases where we believe the independence of an incumbent auditor or the integrity of the audit has been compromised.

３．Compensation

Compensation Report/Compensation Policy

We will generally vote for the approval of the compensation report or policy except in case of lack of disclosures regarding performance metrics, targets and goals.

Performance-Based Equity Compensation

We support the equity-based incentive programs, because they can link an executive’s pay to a company’s performance, thereby aligning their interests with those of shareholders. However, we may vote against performance-based equity compensation plans that allow for retesting of performance conditions for all share- and option- based incentive schemes.

Director Compensation

We support the non performance-based compensation plans for non-employee directors.

４．Governance Structure

Amendments to the Articles of Association

We decide on the proposal from the perspective of increasing corporate value and/or promoting and protecting the interest of minority shareholders rights.

Anti-Takeover Measures

We believe that Anti-Takeover Measures can reduce management accountability by substantially limiting opportunities for corporate takeovers and they can thus prevent shareholders from receiving a buy-out premium for their stock.
We will generally vote against the proposal of anti-takeover measures.

５．Shareholder Proposals

We decide from the perspective of increasing corporate value and/or promoting and protecting the interest of minority shareholders rights. However, we vote for the proposal to withdraw or reduce the production of cluster munitions.

６．Others

We decide on the proposal from the perspective of increasing corporate value and/or promoting and protecting the interest of minority shareholders rights.