In some cases it may not be in the best interests of the securityholders of the Fund for proxies to be voted with management on Routine Matters, and they will be voted accordingly.
The following guidelines (“Voting Guidelines”) set out the corporate governance principles which will help determine how to vote on Routine Matters.
Boards of Directors - resolutions that promote the ability of boards to act in the best interests of securityholders of the Fund will be supported. Proxies will generally be voted in favour of the election of directors for boards having a majority of
independent directors and an independent chair, where the chairs of all board committees and at least a majority of committee members are independent.
Auditors and Auditor Compensation - recommendations of the issuer’s audit committee regarding the appointment of auditors and auditor compensation in cases where all members of an issuer's audit committee are independent will generally be supported.
Management Compensation - compensation arrangements that are tied to long-term corporate performance and securityholder value will generally be supported. These arrangements should induce management to purchase and hold equity in the company to better
align management's interests with those of shareholders. Stock option plans that are overly generous or excessively dilutive to other shareholders will not be supported.
Changes in Capitalization - changes in capitalization where a reasonable need for the change is demonstrated will generally be supported. Changes resulting in excessive dilution of existing securityholder value will not be supported.
While the Funds proxies will generally be voted in accordance with the Voting Guidelines, there may be circumstances where it is in the best interests of the Fund to vote differently than the manner contemplated by the Voting Guidelines. The ultimate
decision as to the manner in which a Fund’s proxies will be voted rests with the person responsible for voting securities held by the Fund.