This UK Stewardship Code Statement ("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").
Loomis Sayles has high regard for the principles of good stewardship that are the pillars of the UK Stewardship Code (“Code”). Loomis Sayles supports the principles and intends to be transparent about the ways in which it discharges its stewardship responsibilities. Good stewardship requires strong relationships between investors and the management of companies in which they invest (“Investees”) to create a constructive dialogue on issues that may impact the long term sustainability of the Investees and inure to the benefit of all stakeholders. In 2012, Loomis Sayles established an ESG Committee to oversee the integration of ESG matters into its investment process. The Committee includes members of senior management, investment professionals, technology specialists and a subject matter expert on sustainable investment, among others. Questions regarding this Stewardship Code Statement and in particular with respect to collective engagement matters may be directed to Jean S. Loewenberg, Co-chair of the Loomis Sayles ESG Committee, at email@example.com or +1.617.346.9733.
Loomis Sayles provides numerous investment strategies, including equity, fixed income and multi-asset offerings, as well as alternative products, to a wide variety of clients. Thus the opportunities available to us and the manner in which we engage in stewardship activities vary to some degree. However the principles discussed in this Statement apply to all asset classes managed by Loomis Sayles. Despite differences in investment strategies and activities, Loomis Sayles, in all cases, recognizes the need for good governance and high standards of corporate practice.
As an investment manager, Loomis Sayles has a fiduciary responsibility to its clients to act at all times in their best interests. Loomis Sayles embraces this duty with respect to investments made on behalf of its clients and its goal of helping them achieve their investment objectives over the long term.
Our stewardship, which encompasses research, analysis, monitoring and engagement of Investees, is thorough in evaluating all aspects of an issuer, whether related to business strategy, current or future regulatory compliance, performance, risk, capital structure, governance, environmental impacts, energy use, research and development, as well as culture, remuneration and new technologies. Loomis Sayles recognizes the relationship between how environmental, social and governance (“ESG”) issues are addressed by Investees and its goal of achieving superior risk-adjusted returns for its clients.
Because we understand that certain ESG practices may present risks that need to be evaluated, our investment professionals analyse these risks as part of the fundamental research process. This includes consideration of the potential impacts of certain ESG activities on a company’s future performance. 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. Analysts model long-term business opportunities and challenges, identifying risks inherent in industries and sectors, and use a variety of methods to evaluate these practices, including engagement with management. As discussed above, in this context, Loomis Sayles’ outsourcing consists of the use of third-party analytical tools, proxy voting analysis, and third party research. For example, Loomis Sayles makes third party input on ESG factors, including ratings for Investees, easily accessible to investment professionals. The investment professionals consider and may then incorporate the factors and risks associated with this information as part of their decision-making process. Attribution analysis is used to ascertain the impact of an investment team’s ESG-related positioning on product performance.
As mentioned above, our stewardship practices are also expressed through our proxy voting process, as further detailed in Principles 2 and 6. Loomis Sayles and its Proxy Voting Committee are committed to maintaining a robust proxy voting policy and disclosing its voting practices for mutual fund investors on its website as required by law, and providing proxy voting practices for our other clients on a regular basis. In addition, we are implementing a system to publicly disclose our firm-wide proxy voting activities on our web site. Our proxy voting policy and certain proxy voting records are available on our website at www.loomissayles.com. Clients may also receive a report of their account’s proxy voting activities upon request.
In sum, our proxy voting policy provides guidance to the Proxy Committee on how to vote on the most common proxy proposals. Topics covered include director nominees, proxy contest defenses, ratifying auditors, tender offer defenses, governance provisions, capital structure, executive and director compensation, incorporation domiciles, mergers, acquisitions and corporate restructurings, and social and environmental issues.
Among the issues that are likely to prompt engagement, monitoring and escalation, as more fully described in Principles 3 and 4, are financial issues, corporate structure, lack of transparency, or a change in the level of transparency, compensation practices and questionable or objectionable governance practices. We will monitor these topics, and we anticipate that they will change and evolve over time, in particular as we determine, on a firm wide basis, a matter or theme of particular relevance to our investment analysis, drawing on our internal resources, and in particular feedback from our research analysts who have the tools to identify issues that merit greater stewardship attention.
Briefly stated, Loomis Sayles’s fiduciary duty to its clients means that Loomis Sayles owes a duty of fairness and loyalty to its clients and must put its clients’ interests first. Loomis Sayles has a comprehensive Conflicts of Interest Policy that addresses a wide range of conflicts arising as a result of the types of clients advised, the investment strategies pursued by a client, differing client fee arrangements and the presence of other competing interests.
Loomis Sayles makes significant efforts to identify potential conflicts of interest and mitigate and disclose all such potential conflicts to its advisory clients. As an initial matter, Loomis Sayles is required to disclose its conflicts of interest in its annual registration statement (“Brochure”), which is submitted to its primary regulator and annually provided to all clients. A copy of its most current Brochure may be found here. Loomis Sayles’ Conflicts of Interest Policy summarizes the principal conflicts that are disclosed in its Brochure. Further, Loomis Sayles regularly reviews its business to identify potential conflicts of interest and to ensure that appropriate policies and procedures are adopted or revised to manage any conflicts identified by it during its review. In addition, the firm’s governance structure includes several oversight committees that meet quarterly and monitor the firm’s business practices and risks, including potential conflicts of interest, as well as any material conflicts that may have occurred. All Loomis Sayles employees are responsible for identifying and reporting any potential conflicts, and receive annual training on this subject as part of their fiduciary duty. Based on these efforts, we have identified those potential conflicts of interest in our Conflicts of Interest Policy that we believe we are most likely to encounter while pursuing our normal business operations.
As with the initial identification of conflicts discussed above, we maintain our Conflicts of Interest policy by considering the conflicts identified through those mechanisms, as well as conflicts that are required to be disclosed in regulatory filings, including our Brochure, undertaking an internal analysis of conflicts of interest, monitoring enforcement and other regulatory actions to be alerted to various conflicts arising at other investment firms, and conducting internal audits for which we engage public accounting firms to analyze our internal practices and processes.
Our Conflicts of Interest Policy provides examples of conflicts identified by Loomis Sayles along with an explanation of Loomis Sayles’ policies and procedures for mitigating and managing the risk of such conflicts. The Conflicts of Interest Policy addresses, among others, the following potential conflicts:
Loomis Sayles has established Proxy Voting Policies and Procedures (“PVPPs”), which are available at www.loomis sayles.com. It also maintains a Proxy Voting Committee to ensure that proxies are voted in its clients’ best interest and are not affected by any potential conflicts of interest. Additionally, Loomis Sayles has engaged Glass, Lewis & Co., LLC (“Glass Lewis”) as an outsourced global governance analytics service/proxy advisor resource.
Except in limited instances, Loomis Sayles votes according to its pre-determined policies set forth in its PVPPs, thus eliminating potential case-by-case conflicts of interest. One such pre-determined policy is, in certain cases, to vote in accordance with Glass Lewis’s recommendation. Where the PVPPs allow for discretion, and the matter is designated, under the PVPPs, as one where Loomis Sayles votes according to Glass Lewis’s recommendation, Loomis Sayles will generally consider that recommendation in making its voting decision. However, if the Proxy Committee determines that Glass Lewis’s recommendation is not in the best interest of its clients, the Proxy Committee may use its discretion to reject Glass Lewis’s recommendation, but only after taking the following steps: (1) conducting a review of any material conflict; and (2) if a 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.
Whether investing in equity or fixed income securities, monitoring Investees is paramount to Loomis Sayles’ investment process. Our stewardship, which encompasses research, analysis, monitoring and engagement of Investees, is thorough in evaluating all aspects of an issuer, whether related to business strategy, current or future regulatory compliance, performance, risk, capital structure, governance, environmental impacts, energy use, research and development, as well as culture, remuneration and new technologies. Our analysts identify and incorporate risk impacts, including ESG risks, in their coverage, and the analysis is factored into their equity and credit opinions and investment recommendations.
For example, part of the process of analysing changes in credit quality of bonds is to evaluate the risks that 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 Investees’ securities, or represent a divergence from its corporate strategy. The 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; 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 developing strong relationships 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 discuss any aspect of an issuer’s strategy (e.g., business strategy, environmental strategy, social strategy, etc.), performance, and the management of the company’s risks, among other topics. Because these meetings occur regularly over the course of time, they permit follow up on previously discussed items.
Loomis Sayles has also instituted a tracking process whereby all investment professionals record the occurrence of discussions on ESG issues; and MSCI analyses and ratings are a part of each analyst’s evaluations and investment recommendations. In addition, we monitor developments affecting our Investees by regularly tracking significant corporate, market and regulatory developments and trends.
Analysts’ effectiveness is assessed by an attribution system, feedback from supervisors and portfolio managers who receive their recommendations. Analysts are required to be experts on their assigned industry, and the companies within it. They consider an issuer across the capital structure, and they report when an issuer’s credit is crossing the line between investment grade and high yield. Analysts’ compensation is tied to their effectiveness on all aspects of their analysis.
Loomis Sayles has an Insider Trading Policy governing the receipt of material non public information (“MNPI”). It is applicable to all employees of Loomis Sayles and generally prohibits the purchase or sale of any security while in possession of MNPI relating to the issuer of that security. The Insider Trading Policy also provides for the implementation of procedures where an employee is either an inadvertent recipient of MNPI or where it is deemed beneficial to clients under special circumstances for one or more employees to receive inside information for a limited period of time. Inquiries related to Loomis Sayles’ Insider Trading Policy may be directed to Jean S. Loewenberg, General Counsel, at firstname.lastname@example.org or +1.617.346.9733.
Our engagement activities are described under Principle 3 above. Issues that are more likely to prompt escalation are lack of transparency, or a change in the level of transparency, and questionable or objectionable governance practices. We may escalate our concerns by, for example, voting against a board of directors, a management proposal or supporting a shareholder proposal, or by conducting additional face-to-face meetings with company management. We believe that our clients’ long term interests are best served by engaging with our Investees on an individual basis rather than taking actions like submitting a shareholder proposal. In cases where we believe that retaining our clients’ investment is contrary to their best interests, we may opt to sell a security rather than escalate our engagement activities, or where those activities do not lead to satisfactory results. Examples of how Loomis Sayles has previously intervened include, for example, discussions with a global food products manufacturer on the company’s diversity goals, discussions with a global manufacturer on its carbon emissions, discussions with an issuer in the auto industry on its board composition, and requesting greater transparency in ESG disclosure.
Loomis Sayles was a member of the Investment Leaders Group (“ILG”), sponsored by the University of Cambridge and facilitated by its Programme for Sustainability Leadership, during its inaugural three year term (2013-2015). The mission of the ILG was to identify and develop best practices to promote investment policies that will lead to responsible, long-term value creation, such that economic, social and environmental sustainability are delivered as an outcome of the investment process, and to test and promote investment processes and tools that will influence the future of the investment industry by improving on current market practices.
Loomis Sayles participates on an informal basis in networks that provide education and awareness about best practices in environmental, social and governance matters in order to become more informed about sustainability. Investment professionals and members of the ESG Committee attend conferences conducted by buy- or sell-side firms, where the attendees are representatives from the UNPRI, non-profit organizations intent on forging leadership in sustainable investing, such as CERES, and thought leaders from investors, such as public funds, with advanced sustainability requirements. Loomis Sayles is also 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.
While ultimately the decision to engage collectively will be made on a case-by-case basis, Loomis Sayles also may engage collectively with an issuer with a view to protecting and enhancing shareholder or bondholder rights, which can be affected by ESG-related matters, such as contract enforcement or questionable behavior by management that could negatively impact investors.
Inquiries related to collective engagement may be directed to Jean S. Loewenberg, Chair of the Loomis Sayles ESG Committee, at email@example.com or +1.617.346.9733.
The Loomis Sayles Proxy Voting Policies and Procedures (“PVPPs”) direct 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. The PVPPs are published on our website at www.LoomisSayles.com. Loomis Sayles will not vote in favor of a particular resolution that it believes is not in the best interests of its clients. This is true for resolutions proposed by management of Investees as well as outside parties.
Loomis Sayles does not outsource decision making on voting proxies for those accounts and funds for which it has voting authority. However, as discussed above, Loomis Sayles uses the services of Glass Lewis to provide research and recommendations, and Institutional Services Inc. ("ISS"), to provide proxy voting agent services 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. The PPVPs specify matters with respect to which Loomis Sayles will (1) generally vote in favor of a proposal (e.g., for a proposal that prohibits one individual from holding the Chairman of the Board and Chief Executive Officer positions); (2) generally vote against a proposal (e.g., against a proposal to prohibit shareholder ability to call special meetings); (3) generally vote as recommended by Glass Lewis (e.g., for a proposal to implement a 401(k) benefit plan); and (4) specifically consider its vote for or against a proposal (e.g., environmental and social issues, asset sales, corporate or debt restructurings). 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.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.
As discussed above, Loomis Sayles maintains its Proxy Voting Policy and Procedures, which can be found on its website at www.LoomisSayles.com, and which are implemented and overseen by its Proxy Committee. Loomis Sayles uses Glass Lewis and ISS, respectively, to assist it in researching and voting proxies for those clients for which Loomis Sayles has voting authority. In addition to reviewing the recommendations and receiving proxy voting agent services, the Proxy Committee also: (1) implements, reviews and updates the firm’s policies and procedures; (2) oversees the voting process; (3) engages and oversees Glass Lewis and ISS; and (4) develops and modifies the firm’s policies and procedures, as appropriate or necessary.
Loomis Sayles publicly provides proxy voting records for its US registered mutual funds as part of its annual N-PX reporting requirements to the Securities Exchange Commission. Not later than August 31st of each year, Loomis Sayles submits the form, which contains the fund’s complete proxy voting record for the most recent 12-month period ended June 30th. Loomis Sayles also publishes this annual report on its website, at https://www.loomissayles.com.1 We provide proxy voting information to institutional clients upon request. In addition, Loomis Sayles is currently developing a report of proxy voting activities in the aggregate for annual publication and quarterly updating on its website. The proxy voting process is incorporated into the annual Service Organization Control Report (SOC 1) and any issues or concerns are reported to Loomis Sayles senior management for resolution. It is commonplace to classify voting as either voting with or against management recommendations. However, we note that, more and more, management is proposing an issue that may be more progressive than the alternative. Thus, we believe it best not to focus on who proposes a vote, or who supports it, but rather whether the vote promotes greater transparency, ESG principles, good corporate governance practices, or other long-term interests.
Loomis Sayles does not engage in securities lending on behalf of its client portfolios, however certain subadvised funds for which we provide investment advisory services may engage in securities lending. We have engaged Glass Lewis to monitor the portfolio securities of those funds for material issues that may come to a vote. While we will not recall on routine issues, we will request that the subadvised fund’s custodian recall securities in order to vote proxies on material issues.
Loomis Sayles keeps a record of its voting activity, aims to be transparent with regard to its stewardship activities and responds to client requests for this information. Upon request or as contractually agreed to, a client may obtain information from Loomis Sayles on how its proxies were voted. As stated in Principle 6, (1) our mutual fund voting records are available on the Loomis Sayles website, www.LoomisSayles.com; (2) Loomis Sayles provides proxy voting reports upon request; and (3) Loomis Sayles is developing a report of its aggregate proxy voting activities that will also be available on its website.
These reports are tailored to the requirements of each client but generally include the issuer, the subject matter of the vote, how Loomis Sayles voted the proxy, and whether the vote was with or against management’s recommendation. These reports may be provided on an as-requested basis or on a specified periodic basis, generally quarterly or annually. Further, Loomis Sayles obtains an independent opinion on the design and effectiveness of our proxy voting policy and procedures, in the context of the SOC 1 report, as discussed under Principle 6. Finally, Loomis Sayles is prepared to report on our stewardship efforts as required by any organization that we join. As a signatory to the UNPRI, we will make our Annual Assessment available to clients upon request.
1 It can also be found by going to www.loomissayles.com and selecting “corporate governance/proxy voting” under the “about us” tab.