About our voting policy
Sandhurst Trustees (Sandhurst, we, our), as responsible entity, may hold direct investment in shares listed on the Australian Securities Exchange (ASX) as part of our managed fund investments. Sandhurst recognises the strong link between good corporate governance and investment value. We are of the view that corporate governance and the exercise of voting rights are an important aspect of any investment decision process. To assist our investors in understanding our approach to exercising our voting rights with regards to shares listed on the ASX, Sandhurst has developed a voting policy that sets out its guiding principles.
Our voting record for shares listed on the ASX for the year ended 30 June 2021 is available here.
What is this policy about?
Sandhurst aims to create wealth for investors by providing managed funds that are either directly or indirectly managed by specialised investment managers. This policy details the approach that Sandhurst will follow, where we have the ability to participate in the governance of investment in shares listed on the ASX by exercising voting rights. The guiding principle of this policy is that, generally, where Sandhurst has ‘direct’ voting rights, they should be exercised.
This document is consistent with the Financial Services Council's (FSC's) Standard 13 Voting Policy, Voting Record and Disclosure and sets out Sandhurst's policy in relation to voting.
Which products does this policy apply to?
In a number of cases, we will not hold direct and immediate voting rights because of the interposition of a trust or other structure between the fund and the ultimate investments. Where we ‘directly’ outsource the investment management of shares listed on the ASX and we have an investment management agreement in place we will authorise our investment managers to exercise our voting rights in a manner that is consistent with our voting principles.
At the date of approval, this policy is relevant for the following unlisted managed investment scheme/s:
- Sandhurst Industrial Share Fund (ARSN 090 472 325)
Investment Manager: Investors Mutual Limited
What are our voting principles?
Sandhurst recognises the strong link between good corporate governance and investment value. Corporate Governance deals with the way in which companies are directed and controlled.
Sandhurst is of the view that corporate governance and the exercise of voting rights are an important aspect of any investment decision process. We appreciate that in some cases there is the potential to influence corporate governance and policy by the exercise of our voting rights.
Where Sandhurst has ‘direct’ voting rights, in exercising these rights, we take into account the following principles:
- any votes cast will be cast in the best interests of investors with the objective of preserving and increasing the value of investments;
- we will not vote in favour of resolutions or actions imposing differential voting right share classes or “poison pill” takeover defences;
- our preference is to support and vote in favour of a Board or management recommendation. However, where a recommendation is not consistent with our policies, the recommendation will not be supported;
- we will not vote where we are excluded from so doing by the Corporations Act or other laws or in cases of conflicts of interest or duty which cannot be resolved lawfully or appropriately in accordance with our policies for managing conflicts;
- in some instances, we may determine that for governance reasons and that investors’ best interests are served by us abstaining from voting, and;
- if a resolution is divisive or raises contentious issues, we will be guided by what is in the best interests of Investors. Resolutions falling into this category include:
6.1 those where there is a real likelihood that we will vote against a Board sponsored resolution;
6.2 those where there is a real likelihood that we will vote against a current Director standing for re-election; and
6.3 any other issue or resolution which we consider on reasonable grounds may not be in the best interest of investors.
Our policy is to provide the authorisation and responsibility of voting to that specialised investment manager. Although we do not otherwise engage a voting or proxy consultant, our investment managers may do so from time to time. Our investment managers may be authorised to exercise voting rights in a manner consistent with their Voting Policy and in accordance with our principles. Nevertheless, we will at all times retain voting and other rights in relation to scheme investments and can instruct a manager on how to vote.
Can I review the voting records?
Each financial year, a summary of all Sandhurst's voting records for the previous year will be published, in accordance with FSC Standard 13.
Responsibility for Policy
This policy is reviewed and approved annually by the Sandhurst board of directors or its Investment Governance Committee. The Head of Sandhurst Trustees and the Head of Investments are responsible for implementation of this policy.