Proxy Voting 2022

Investment Communications Team and ESG & Portfolio Analytics Team

The 2022 proxy season has been a busy one. After several years of being relatively stagnant, the number of shareholder proposals that went to a vote at Russell 3000[1] companies increased significantly to 555, a 25% increase over the last year[2]

What's in a vote?

      • A proxy vote is a ballot cast by one person or firm on behalf of a shareholder of a corporation who may not be able to attend a shareholder meeting, or who otherwise desires not to vote on an issue.
      • Prior to a company's annual general meeting, eligible shareholders may receive voting and proxy information in advance of their shareholder vote.
      • Investors may elect someone else – such as a bank – to vote on their behalf.
      • Such shareholder voting is the primary means by which shareholders can influence a company's operations, its corporate governance as well as activities of social and environmental responsibility.

Our takeaways from the 2022 proxy season


  • R&CoBZ voted for all the stocks the bank owns in the Mosaique funds as well as for stocks within client mandates (unless a client opted-out of voting).
  • This meant that the bank voted at annual general or extraordinary meetings of 45 companies with a total of 816 proposals (708 came from management, 63 from shareholders and 45 were "non-voting items").

  • Overall, the bank voted "for" in 82% of the proposals and "against" for the remaining 13%, in 5% the Bank withheld its votes or non-voting items were on the agenda.

  • The top three regions were the US (46% of proposals), followed by Europe (29%) and China (24%).

  • Regarding sectors, top three among total votes cast were Industrials (e.g., Epiroc and Otis), Consumer Cyclical (e.g., Nike and Amazon) and Communication Services (e.g., Tencent and Comcast).

The Bank's voting decisions and research are based on the proxy voting recommendations from ISS (Institutional Shareholder Services). The bank’s equity analysts assess and analyze ISS’s recommendations by also collaborating with the research teams of other asset and wealth management business lines across R&CoBZ as well as our equity research partners at Redburn. To comply with the guidelines of the ISS, companies must commit to the "triple bottom line": Focusing on profit, people and the planet. Besides board independence and its composition, another factor that is closely monitored is compensation and how it is aligned with environmental, social & governance ("ESG") targets. ISS also supports shareholder proposals which aim to progress environmental and social issues, thus leading to a positive transformation of businesses.

Looking ahead

The shift in voting practices is expected to continue in 2023 and should be examined in the context of the related underlying shifts that are currently happening in the corporate world. Changes are underway in both:

  • “What” companies are supposed to address (including a growing number of ESG issues); and
  • “Who” companies are supposed to address (reflecting a shift toward multistakeholder capitalism in which companies are placing a higher priority on serving the long-term welfare of constituents, beyond shareholders).[3]

A highly visible example of a business which recently came under shareholder criticism is Nike (see Case study).

The geopolitical tensions and regulatory changes of 2022 caused a decrease in shareholder activism from the post-pandemic surge of 2021. This was captured by Ernst&Young in its 2022 shareholder activism proxy season review report: In the 12 months ended June 30 2022, 331 new activism campaigns were initiated globally, a decline of 8% from the prior year. This is the lowest recorded campaign activity since 2017, when there were just 303 campaigns. The US still leads the global activity, but Europe's activity remained strong despite the war in Ukraine. This year brought new regulatory changes and potential changes in the future. Activists are beginning to focus more on ESG and are shifting away from short activism, finding new partners in private equity.


Case study: Nike

Nike has come under scrutiny for sourcing cotton from the Uyghur region in China where the ethnic minority is forced into labour. Due to the lack of transparency on the potential use of cotton from factories that employ the Uyghur ethnic minority,  shareholders put forward their own proposal in which they asked the company to pause the sourcing of cotton and other raw materials from China. With around 30% of its raw materials sourced from Chinese factories, Nike is heavily dependent on China. In addition, the U.S. regulation bans the imports of goods sourced from the Uyghur region, posing a potential regulatory risk for Nike.

Suppression of ethnic minorities and violations of human rights are against our values at R&CoBZ. Therefore, the bank has decided to vote for this proposal to support more transparency regarding forced labour and to reduce potential regulatory or reputational risks for the company going forward.

Source: ISS SRI Research

To conclude, as long-term stewards of our clients' wealth we will continue to exercise our proxy voting rights on behalf of our clients in the months and years ahead. This we will do in accordance with our stewardship guidelines, one which is built to last not just for the next couple of proxy seasons but beyond.

[1] Russell 3000
[2] PWC, Boardroom recap: The 2022 proxy season, p.2.
[3] 2022 Proxy Season Preview and Shareholder Voting Trends, 10.3.22.