This statement is issued by Loomis, Sayles & Company, L.P., a Delaware limited partnership that is registered as an investment adviser with the US Securities and Exchange Commission (“SEC”) and Loomis Sayles Investments Limited, a company incorporated under the laws of England and Wales and authorized and regulated by the UK Financial Conduct Authority ("FCA") in the United Kingdom (collectively “Loomis Sayles”). This document sets out how we implement our approach to each of the principles of the UK Stewardship Code published by the Financial Reporting Council in September 2012. We support the UK Stewardship Code and the principles of good stewardship that are set out in the Code.
As an investment manager, we are charged with acting as fiduciaries to our clients. As such we have a duty to act in their best interests and to help them achieve their investment objectives. We take these responsibilities very seriously. We believe it is not always in our clients’ economic interests for us to take an approach of strict adherence to each principle of the Code, but we incorporate the principles of the Code to the extent that compliance is consistent with the long term economic interests and the specific investment mandates of our clients. Our responses to Principles 2 through 7, together with our publicly available statement on our approach to environmental, social and governance (“ESG”) matters, detail how we intend to discharge our stewardship responsibilities.
With respect to investments made on behalf of our clients, Loomis Sayles embraces its duty to act at all times in their best interests. We believe that issues of stewardship, particularly those pertaining to ESG, have the potential to impact our goal of achieving superior risk-adjusted returns. We understand that environmental, social, and governance practices may present risks that need to be evaluated and we analyze these risks as part of the fundamental research process. We do this by modeling long-term business opportunities and challenges, identifying risks inherent in industries and sectors, and by using a variety of methods to evaluate these practices, including engagement with management and the use of third-party analytical tools.
We believe in incorporating ESG issues into our ownership practices, including by voting our clients’ securities for which we have been delegated voting authority. Loomis Sayles and its Proxy Voting Committee are committed to maintaining a robust proxy voting policy and disclosing its voting practices regularly.
We integrate stewardship issues as part of our research process, including consideration of their potential impacts on a company's future performance. Our research is thorough in evaluating all aspects of a firm's operations, whether they are related to current or future regulatory compliance, environmental impacts, energy utilization, research and development, or even new technologies. At the issue and issuer level, our analysts identify and incorporate ESG risk impacts in their coverage, and such analysis is factored into credit and equity opinions and investment recommendations.
The Loomis Sayles Proxy Voting Policies and Procedures Manual directs the Proxy Committee on how to vote on the most common proxy proposals. Topics covered include the Board of Directors, Proxy Contests and Defenses, Auditors, Tender Offer Defenses, Governance Provisions, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies, and Social and Environmental Issues.
Loomis Sayles utilizes the services of third parties, including Glass Lewis and ISS (“Proxy Voting Services”) for providing research and recommendations and in voting proxies for those accounts and funds for which Loomis Sayles has voting authority. All issues presented for shareholder vote will be considered under the direction of the Proxy Committee and, when necessary, the equity analyst following the company. Loomis Sayles will generally follow the Proxy Voting Services’ recommendation, unless it deviates from Loomis Sayles’ express policy or the Proxy Committee determines that the client’s best interests are served by voting otherwise.
Loomis Sayles has established policies to ensure that proxies are voted in its clients’ best interest and are not affected by any possible conflicts of interest. If the Proxy Committee established by the Proxy Voting Policy determines that its third party service’s recommendation is not in the best interest of its clients, the Proxy Committee may use its discretion to (1) conduct a review of any material conflict of interest Loomis Sayles may have and (2) if any material conflict of interest is found to exist, exclude anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. In the event a client believes that its interest require a different vote than that determined by the Proxy Committee to be in the client’s best interests, Loomis Sayles shall vote as the client instructs. If the Proxy Committee were to become aware of special circumstances that might justify casting different votes for different clients with respect to the same matter, the Proxy Committee would take such circumstances into account in casting its votes.
Whether investing in equity or fixed income securities, monitoring investee companies is paramount to Loomis Sayles’ investment process. Our research is thorough in evaluating all aspects of a firm's operations, whether they are related to current or future regulatory compliance, environmental impacts, energy utilization, research and development, or even new technologies. At the issue and issuer level, our analysts identify and incorporate risk impacts, including ESG risks, in their coverage, and the analysis is factored into their credit and equity opinions and investment recommendations.
For example, part of the process of analyzing changes in credit quality of bonds is to evaluate the risks that the issuers face, be they environmental, social, governance, regulatory, event or other risks. Both our equity and credit analysts are likely to spend more time evaluating a possible risk if it is potentially viewed as having a large direct effect on the issuer’s future financial performance.
Another part of the analyst’s job is to evaluate the quality of an issuer’s management. This is based on a variety of factors including management’s past record of accomplishment, an evaluation of their future financial and operating strategy, and the degree to which they are likely to take corporate actions that are more or less friendly to investors in the issuer’s equities or fixed income securities. Our experienced analysts develop an informed opinion of management over time as they assess management’s actions. This includes a view of how strong the management team of each issuer is in terms of its ability to carry out strategy; to manage resources (which could include workforce, patents and other intellectual property, operating facilities and relationships with key customers); to operate in a highly competitive environment; to respond to regulatory changes that could impact the business; and to manage potential risks, which include environmental and climate change, as described above, that a company faces both from internal as well as external sources. Engagement, which is at the core of our rigorous investment research process, includes meeting with company management, rating agencies and regulators to discuss matters that help educate and inform us, as well as influence rules, strategies and behavior, that will benefit our clients’ investments. In face- to face meetings, we may engage in dialogue on strategy, performance and the management of the company's risks. Our discussions may include environmental, social and governance matters.
As a general matter, Loomis Sayles would not expect that companies we invest in to provide us with information that could affect our ability to deal in the securities of the company, without our prior agreement.
Our engagement activities are described under Principle 3 above. In certain situations, where appropriate, we may escalate our concerns by, for example, voting against a board of directors or a proposal, or by conducting face-to-face meetings with company management. Further, we would not retain our clients’ investment in a company where the issues we identify rise to the level we deem contrary to their best interests. We are generally reluctant to participate in workouts, which would impact our ability to trade in the company freely and in the best interests of our clients. Our preference is to have direct and private engagement on a one-on-one basis with management of companies in which our clients are invested. We believe that this type of engagement is more impactful and that our clients’ long-term economic interests are better served in this manner. Similarly, we generally only join creditors' committees if we feel our interests would not be aligned with or otherwise represented by others on the committee.
Loomis Sayles acts as a member of industry groups, such as the Fixed Income Forum, Credit Roundtable, and the Association of Institutional Investors, which endeavor to influence rules and regulations affecting the capital markets and the investment management industry. Initiatives include protecting and enhancing bondholder rights, which can be affected by ESG-related matters, such as contract enforcement or questionable behavior by management that could negatively impact investors.
As described under Principle 4 above, we are generally reluctant to participate in workouts, which would impact our ability to trade in the company freely and in the best interests of our clients, opting, in the alternative, to interact directly with management of companies in which our clients are invested. Similarly, we generally only join creditors' committees if we feel our interests would not be aligned with or otherwise represented by others on the committee. However, if we consider it is appropriate and in the best interests of our clients, we may be prepared to act collectively with other investors if we believe it is likely to enhance our ability to engage with an issuer, and provided it is permitted by law and regulation.
As discussed under Principle 2 above, Loomis Sayles maintains and publishes its Proxy Voting Policy and Procedures Manual at www.LoomisSayles.com, and maintains a Proxy Committee. Loomis Sayles uses Proxy Voting Services to assist it in researching and voting proxies for those clients for which Loomis Sayles has voting authority. In addition to reviewing the Proxy Voting Services’ recommendations and directing the Proxy Voting Services on how to vote, the Proxy Committee also: (1) implements, reviews and updates the firm’s policies and procedures; (2) oversees the voting process; (3) engages and oversees third-party vendors, including Proxy Voting Services; and (4) develops and modifies the firm’s policies and procedures, as appropriate or necessary.
Loomis Sayles has established several policies to ensure that proxy votes are voted in its clients’ best interest and are not affected by any possible conflicts of interest. First, except in certain limited instances, Loomis Sayles votes in accordance with its pre-determined policies set forth in its manual. Second, where the manual allows for discretion, Loomis Sayles will generally consider the recommendations of the Proxy Voting Service in making its voting decisions. However, if the Proxy Committee determines that the Proxy Voting Service’s recommendation is not in the best interest of its clients, then the Proxy Committee may use its discretion to vote against the Proxy Voting Service’s recommendation, but only after taking the following steps: (1) conducting a review for any material conflict of interest Loomis Sayles may have and, (2) if any material conflict is found to exist, excluding anyone at Loomis Sayles who is subject to that conflict of interest from participating in the voting decision in any way. However, if deemed necessary or appropriate by the Proxy Committee after full prior disclosure of any conflict, that person may provide information, opinions or recommendations on any proposal to the Proxy Committee. In such event the Proxy Committee will make reasonable efforts to obtain and consider, prior to directing any vote information, opinions or recommendations from or about the opposing position on any proposal.
Loomis Sayles keeps a record of its voting activity and upon request, a client may obtain information from Loomis Sayles on how its proxies were voted. Loomis Sayles also discloses how proxies were voted in accordance with applicable law. Further, we intend to update the information contained in this Stewardship statement if significant changes or developments in our approach occur. Our mutual fund voting records, as well as our Proxy Voting Policy and Procedures Manual are available on our website, www.LoomisSayles.com.
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