Dimensional Fund Advisors Ltd ('Dimensional')
Dimensional believes that good corporate governance of our investee companies driven by sound governance policies is in the best interests of our clients and will help to maximise the value of their investments. This is why we view shareholder engagement through proxy voting where we have been requested to vote by our client as an important investment function and have a Corporate Governance team within the Portfolio Management department.
The purpose of this statement is to discuss Dimensional's adherence to the 7 principles of the UK Stewardship Code. The information provided is also applicable to our investment monitoring activities in general.
PRINCIPLE 1: Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
Dimensional's market-specific Proxy Voting Guidelines are published on our website and a summary of our Proxy Voting Policies and Procedures is available to our clients on request (the Guidelines and the Policies and Procedures being together "Dimensional's Proxy Voting Policies"). In these we explain our voting policy and how we deal with conflicts of interest. Although we use a different terminology to that in the Code we address most of its guidance in these policies and guidelines. These documents are reviewed and updated at least annually.
PRINCIPLE 2: Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.
We explain our approach to managing conflicts of interest in Dimensional's Proxy Voting Policies which are available as set out above.
PRINCIPLE 3: Institutional investors should monitor their investee companies.
Consistent with our overall investment philosophy, Dimensional monitors our investee companies' corporate governance primarily through the proxy voting process. Dimensional's Proxy Voting Policies have been formulated to encourage our investee companies to adopt and maintain corporate governance policies that are consistent with our clients' best interests and the maximisation of the value of their investments. Proxy voting agents provide analysis and vote recommendations in accordance with our Proxy Voting Guidelines for securities for which we have proxy voting authority. Although Dimensional may consider the proxy voting recommendations, we remain ultimately responsible for all proxy voting decisions. Dimensional also reserves the right to counter the Proxy Voting Guidelines if we believe that the best interests of our clients would be served by such a vote. Our Proxy Voting Guidelines are available on our website.
PRINCIPLE 4: Institutional investors should establish clear guidelines on when and how they will escalate their stewardship activities.
Consistent with Dimensional's overall investment philosophy, escalation of our activities in relation to corporate governance matters occurs through the proxy voting process. If Dimensional determines that the corporate governance practices of an investee company are not consistent with our clients' best interests and the maximisation of the value of their investments and these practices persist following the exercise of proxy voting in accordance with Dimensional's Proxy Voting Policies, we may consider alternative approaches to escalation.
PRINCIPLE 5: Institutional investors should be willing to act collectively with other investors where appropriate.
Dimensional is open to dialogue with management and dissident groups. We will consider communicating with other investors when we believe that doing so is in the best interest of our clients, is likely to maximise the value of their investment, is consistent with our policies and guidelines and is permissible under applicable laws and regulations.
PRINCIPLE 6: Institutional investors should have a clear policy on voting and disclosure of voting activity.
Dimensional's Proxy Voting Guidelines are available on our website and a summary of our Proxy Voting Policies and Procedures is available to our clients on request. We disclose our voting publicly each year for our U.S. mutual funds in a filing with the US Securities and Exchange Commission, which is also available on our U.S. website. For separate account clients we provide reports concerning our proxy voting activity as required in the client's agreement with us.
PRINCIPLE 7: Institutional investors should report periodically on their stewardship and voting activities.
We disclose our voting publicly each year as detailed in our statement regarding Principle 6, above. We also provide our clients periodic updates on our voting activities as required in our agreements with them.