Exercising our shareholder rights

To exercise our rights and responsibilities as a part owner of the listed companies in which we invest, VicSuper uses both company engagement services and proxy voting.

Company engagement

Company engagement is a key way in which institutional investors  such as VicSuper can act to safeguard the long-term value of investments on behalf of members.

Decisions on strategies for growth and financial performance are generally made by company management. Nevertheless, there is an opportunity for VicSuper to constructively engage with companies in which it is a shareowner, particularly in relation to long-term environmental and social risks to share value.

VicSuper engages with listed Australian companies through Regnan Governance Research and Engagement Pty Ltd (Regnan), a research and company engagement service provider dedicated to long-term investment risk management. VicSuper Fund is a founding shareholder of Regnan.

Regnan aims to identify and assess sustainability and corporate governance risks to long-term shareholder value in listed Australian companies. Following this, Regnan enters into dialogue with company management to influence positive change in company behaviour to enhance shareholder value.

VicSuper has engaged the services of UK-based Hermes Equity Ownership Services to engage listed international companies in which we invest, as well as regulatory bodies and other intermediaries. Hermes undertakes a slightly different process to Regnan in its assessment of environmental, social and corporate governance risks, but they share the same objective for sustained increase in shareholder value.

Proxy voting

Proxy voting is the mechanism by which VicSuper, as the corporate trustee of VicSuper Fund, exercises its voting rights as a shareowner in a company. Voting takes place at company general and extraordinary meetings.

Proxy voting enables VicSuper to play its part in ensuring the responsible governance of the listed companies in which we invest. Company boards are ultimately responsible to their shareholders and active participation in the voting process ensures that our member's interests are protected. Some matters that VicSuper has the opportunity to participate in through proxy voting include:

• appointing directors and auditors
• director and executive remuneration
• approving annual financial reports and capital transactions (such as takeovers and mergers with other companies).

To act or vote on issues surrounding the management of a particular company at shareholder meetings, VicSuper has delegated proxy voting for Australian listed equities to BlackRock Investment Management Australia Ltd.

Hermes Equity Ownership Services undertakes proxy voting of international listed equities on our behalf according to their corporate governance principles.

VicSuper's Australian Proxy Voting Register and International Proxy Voting Register set out how VicSuper exercised its voting entitlements at recent company meetings. You can request a copy by contacting our Member Centre on toll free 1300 366 216. It is updated monthly (or as voting takes place) and details:

• the issues
• how VicSuper voted, and
• the final outcome of the vote (where data is available).
  

For more information on corporate governance and VicSuper's corporate governance framework, please see Corporate governance