Purpose

The purpose of this policy is to ensure BAM votes the securities of companies for which it has proxy-voting authority in a manner most consistent with the long-term economic interest of investors.

Generally speaking, BAM will vote in favour of the following proxy proposals:

  • A majority of Board members being independent from management
  • The Chair of the Board being separate from the office of Chief Executive Officer
  • Boards having an audit committee composed of independent directors

All forms of executive compensation are reviewed on a case-by-case basis. The following are general guidelines:

  • Price - Options should be granted with a strike price set at least at 100% of the fair market value of the underlying common shares at the time of the grant.
  • Repricing - The re-pricing of options will generally not be supported.
  • Dilution - Total option plan potential dilution should be no more than 10% of the issued and outstanding shares.  Total options would include shares reserved for previously granted but unexercised options, and shares currently available for new option grants.
  • Board Discretion – BAM will generally not support plans that give the Board broad discretion in setting the terms of the grant of options.  A shareholder-approved formula for options is preferable.
  • Director Eligibility - Options for non-employee Directors are acceptable under clearly defined and reasonable terms which permit option compensation commensurate with the duties and liabilities undertaken by the directors.
  • Concentration - BAM will generally not support plans that authorize allocation of 20% or more of the available options to any individual in any single year.
  • Vesting Schedule - Preferably, options will be tied to the achievement of annual corporate objectives, and should not vest immediately, but over a given number of years.
  • Golden Parachutes - All severance compensation agreements will be reviewed on a case-by-case basis.  Golden parachutes deemed excessive will not be supported.
  • Director Compensation - Compensation packages should encourage all Directors to become shareholders, as to align their interests with those of the shareholders.

BAM will generally support shareholder rights plans with the following features:

  • The plan is designed to provide the company’s board of directors with sufficient time to undertake a fair and complete shareholder value maximization process and does not merely seek to entrench management or deter a public bidding process for the company’s shares.
  • The plan allows for partial bids only if a partial bid is made to all shareholders, with identical consideration.
  • If implemented without prior shareholder approval, the plan expires no later than six months from its introduction, unless earlier confirmed by shareholders.
  • The plan will require prior shareholder approval of substantive amendments.
  • The plan provides that the minimum bid period is no longer than 60 days.
  • The plan requires shareholder ratification at least every six years.

BAM retains the discretion to depart from these polices on any particular proxy vote depending upon the facts and circumstances.

The proxy voting guidelines of the Bromma Funds are available on request, free of charge, by contacting the Manager at (647)400-7697. The portfolio adviser will maintain and prepare an annual proxy voting record for each Fund. The proxy voting record for the annual period ending December 31 each year for each Fund will be available free of charge to any investor upon request at any time after February 28 of the following year.

Last updated September 21, 2017.