Proxy Voting Policies and Procedures
The power to vote in person or by proxy has been delegated to the Manager by means of the Trust Indenture that governs the KJH Fund(s). The Manager has the fiduciary responsibility for (a) voting in a manner that is in the best interests of the unitholder, and (b) properly dealing with potential conflicts of interest arising from proxy proposals being voted upon.
These Proxy Voting Policies and Procedures are designed to ensure that proxies are voted in an appropriate manner and should complement the investment policies found in the Fund Regulation and the Manager’s general responsibility to monitor the performance and/or corporate events of companies which are issuers of securities held within the Fund.
Proxy Voting Policies
The responsibility for proxy voting resides with the Manager. It is the policy of the Manager to take reasonable steps to ensure that proxies are voted in the best interest of the unitholders, which generally means voting proxies with a view to enhancing the value of the shares of stock held within the Fund.
As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits and the Manager may take into account a variety of factors relating to the matter under consideration, the nature of the proposal and the company involved. The Manager will not support the position of the company’s management in any situation where it deems that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.
The Investment Policy Committee of the Manager will periodically review the general proxy voting guidelines and update or revise as necessary. The guidelines cannot provide an exhaustive list of all the issues that may arise nor can the Manager anticipate all future situations. The guidelines address a broad range of issues including board size and composition, ratification of auditors, executive compensation, anti-takeover proposals, capital structure proposals, mergers and corporate restructuring, social and corporate policy issues and corporate governance.
Proxy Voting Guidelines
A. Management Proposals
- Routine Items
The following routine items are generally voted in support of management, subject to the Manager’s review:
- Approval of financial statements, director and auditor reports.
- Selection or ratification of auditors.
- Outside Director compensation.
- Proposals that increase shareholder value.
- Proposals to limit Director liability and/or broaden indemnification of Directors.
- Proposals requiring that a certain percentage of the company’s Board members be independent Directors.
- Election of Directors
In situations where no conflict exists, and where no specific governance deficiency has been observed, proxies will be voted in support of nominees of management.
A withhold vote may be made where the nominee:
- has, or has recently had, a relationship with the issuer that may impair his or her independence, or
- in the Manager’s opinion, does not have the capacity to implement or adhere to generally accepted governance practices.
- Non-routine items – Vote in support of management.
The following non-routine proposals, which potentially may have a substantive financial or best interest impact on a shareholder, unless otherwise determined by the Manager, will be voted in support of management.
- Proposals relating to capitalization changes that eliminate other classes of shares and voting rights.
- Proposals to create a new class of preferred share or for issuances of preferred shares up to 50% of issued capital.
- Proposals for share repurchase plans.
- Proposals to effect stock splits.
- Proposals for employee share purchase plans that permit limited discounts, but only for grants that are part of a broad based employee plan, including all non-executive employees.
- Proposals for the establishment of employee retirement and severance plans.
- Non-routine items – Vote against.
The following non-routine proposals, which potentially may have a substantive financial or best interest impact on a shareholder, unless otherwise determined by the Manager, will be voted against.
- Proposals to add classes of shares which substantially dilute the voting interests of existing shareholders.
- Proposals to increase the authorized number of shares of existing classes of shares that carry preemptive rights.
- Compensation proposals that allow for discounted stock options.
- Proposals to indemnify auditors.
- Non-routine items – Vote as determined by Manager.
The following non-routine proposals will be examined by the Manager on a case-by-case basis to determine a voting decision.
- Proposals relating to mergers, acquisitions and other special corporate transactions.
- Proposals to change-of-control provisions that benefit management and could be costly to shareholders if triggered.
- Proposals relating to Executive/Director stock option plans.
- Proposals requiring shareholder ratification of poison pills.
- Proposals relating to anti-takeover provisions that serve to prevent a majority of shareholders from exercising their rights.
B. Shareholder Proposals
The following shareholder proposals will be supported:
- Proposals requiring the auditors to attend annual shareholder meetings.
- Proposals requiring a certain percentage of the Board to be comprised of independent and unaffiliated Directors.
- Proposals to eliminate staggered boards.
- Proposals requiring shareholder approval for a shareholder rights plan or poison pill.
The following shareholder proposals will generally not be supported:
- Proposals requiring companies to prepare reports that are costly to provide or that would require duplicative efforts or expenditures that are of a non-business nature or would provide no pertinent information.
- Proposals to add restrictions related to social, political or special interest issues that impact the ability of the company to do business or be competitive and that have a significant financial or best interest impact to the shareholders.
- Proposals requiring adherence to workplace standards that are not required or customary.
Proxy Voting Procedures
The Manager will attempt to process every proxy received and vote the proxies according to established policies and guidelines. All proxies shall be voted on in a prudent and timely fashion and only after a careful evaluation of the issue(s) presented on the proxy.
The Manager will use in-house research, industry contacts and/or unaffiliated third party resources to ensure that the vote decision is informed and appropriate.
From time to time, proxy voting proposals may raise conflicts between the interests of the unitholders and the interests of the Manager. The Manager will take steps to ensure the decision to vote the proxies was based on the unitholders’ best interest and was not the product of the conflict. The Manager may resolve such conflicts in any of a variety of ways, including voting in accordance with the vote recommendation of an independent shareholder service firm, voting in accordance with the recommendation of an independent fiduciary, seeking outside legal counsel or by choosing not to vote proxies in certain situations.
The Manager’s Chief Compliance Officer is responsible for maintaining the documentation that supports the voting position, the proxy voting record and any other document relevant to the voting decision. A complete copy of the proxy voting policies and procedures and the proxy voting record will be available to unitholders upon their request.