These guidelines are intended to lay down procedures for the use of voting rights linked to financial instruments that are part of the security fund portfolios, according to the Regulation of 21 December 2011 on the Securities Fund Act, Section 2-24 on the use of voting rights.
2. GENERAL STRATEGY
2.1 Corporate governance
ODIN Forvaltning AS (ODIN Forvaltning) shall ensure that the interests of the funds and unit holders are protected as much as possible. To improve value creation and/or highlight the values in the companies in which the funds are invested, ODIN Forvaltning and its fund managers have to spend time on exercising shareholder rights on behalf of the fund’s unit holders. ODIN Forvaltning believes that the companies we invest in follow the principles of good corporate governance.
’Eierstyring og selskapsledelse’ is the Norwegian term for corporate governance. The principles of good corporate governance should define the roles of owners, the board and executive management of a company.
ODIN Forvaltning will ensure that the principles in the Norwegian recommendations for corporate governance (www.nues.no) are complied with by companies listed on the Norwegian market and in which our fund managers have invested. Should a company in one of ODIN Forvaltning’s funds be deemed to not have good corporate governance, the fund manager shall seek to influence the company’s board and/or executive management to make the necessary changes. If deemed appropriate, the fund managers can liaise with other shareholders to exert owner-influence.
In some instances, ODIN Forvaltning may still decide that the sale of a financial instrument will protect the unit holders’ interests better than initiating or prolonging different forms of owner-influence.
2.2 Nomination of board members
One of ODIN Forvaltning’s objectives is to influence the companies it invests in such that nomination of board members or representatives for other key corporate bodies takes place transparently and efficiently. Ideally, this should be achieved through dialogue with the company’s nomination committee, board or management. ODIN Forvaltning can also take part in the companies’ nomination committees if deemed necessary, provided that doing so does not restrict ODIN Forvaltning’s freedom to act and is generally perceived to be in the interests of the unit holders.
2.3 General meetings
ODIN Forvaltning seeks to be represented at as many general meetings as possible in companies our funds invest in. We aim to do so through personal attendance or proxy. ODIN Forvaltning will avoid using general proxies, unless they are deemed to be appropriate due to other factors.
Fund managers shall ensure that voting rights are used in accordance with the investment purpose and strategy of relevant securities funds.
3. MONITORING RELEVANT CORPORATE ACTIONS
The funds’ trustee provides information on and administers corporate actions such as dividends, subscription rights, share issues, demergers, mergers and general meetings.
In addition, fund managers ensure that they continuously monitor relevant corporate actions for companies within their portfolio using a range of support systems. The portfolios are registered in Bloomberg’s portfolio system, providing the fund managers with reports on news relevant to the companies in the respective portfolios. In addition, the Company Intelligence database will flag up relevant dates for the next round of result reporting. General meeting dates can be found on the companies’ websites as company disclosures and/or in notices received.
ODIN Forvaltning will also use external suppliers of ESG services (Environmental, Social and Governance). These include monitoring relevant corporate actions, in addition to advice on how to vote at general meetings based on the principles of good corporate governance. Our present suppliers give ODIN access to recommendations for voting in over 10,000 company meetings all over the globe.
4. MEASURES TO ENSURE THAT VOTING RIGHTS ARE USED IN LINE WITH FUND STRATEGY
Each fund will vote individually at general meetings. All our funds will vote according to the principles for good corporate governance, but apart from the general principles, the fund strategy and mandate will dictate how the fund will vote.
Thanks to close monitoring by the fund managers of each investment in a portfolio combined with regular communication with the companies and good advice from ESG suppliers, voting will be performed in accordance with good corporate governance and fund strategy.
5. MEASURES TO REDUCE CONFLICTS OF INTEREST
Fund managers shall exclusively protect the interests of unit holders. This means that where there are conflicting interests among funds managed by the company, or between funds and companies in the same group, voting rights will always be exercised in the best interests of each fund.
If ODIN is charged with voting on behalf of active fund management customers, agreement must be reached in each instance. Furthermore, agreement must be reached on whether it is the fund manager or customer who will monitor the need for and – if necessary – implement other forms of owner influence linked to the funds managed on behalf of the customer. Where customers can be deemed to have varying tactical interests in relation to voting, or if a customer’s interests conflict with those of other people involved, ODIN’s interests or those of the funds, ODIN shall refrain from accepting proxy and voting on behalf of the customer.
If such conflicts of interest arise, the conflict itself and how it is resolved shall be documented and reported in writing to Compliance & Legal, which will act in line with its own routines for handling conflicts of interest.
6. POWER OF ATTORNEY FROM THE ODIN BOARD
Voting rights for shares in funds can only be exercised with a power of attorney of the board, and this power of attorney is only valid as long as a majority of the unit-holder-elected board members are in favour. Such a power of attorney can only be given for one year at a time. If voting rights can be perceived as controversial, the unit-holder-elected board members shall be consulted in advance, even if a general power of attorney has been given. The board shall receive a report once annually of ODIN Forvaltning’s participation at general meetings.
7. INFORMATION TO UNIT HOLDERS
The guidelines for use of voting rights shall be made available to investors on ODIN Forvaltning’s website or in some other manner upon request. Where voting by the ODIN Funds is perceived as controversial and of special interest to the fund unit holders, ODIN will publish details of fund voting on the company’s website.
Details of how voting rights are otherwise used shall be provided free of charge upon request from the unit holders.