AS SEB Varahaldus (hereinafter SEB Varahaldus) is one of Estonia’s largest fund and asset management companies. A responsible exercise of voting rights attached to instruments held managed funds is an essential part of the management mandate from fund unit-holders.
SEB Varahaldus has adopted an internal rule regarding the exercise of voting rights attached to instruments held in the managed funds. This document gives a summary description of the principles followed by SEB Varahaldus when executing voting rights.
These voting principles apply to all instruments carrying voting rights held in the funds managed by SEB Varahaldus, but the focus will be on instruments in which the managed fund has a significant ownership interest.
SEB Varahaldus will vote in a manner that, in its professional opinion, is in the best interest of the unit-holders of a particular fund, which in turn may result in different voting decisions regarding the same issuer on behalf of different funds’ accounts.
At no time will SEB Varahaldus use the shareholding powers exercised in respect of its managed investments to advance its own commercial interests, to pursue a social or political cause that is unrelated to unit-holders’ economic interests.
SEB Varahaldus may deviate from the general voting principles when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the unit-holders. SEB Varahaldus will generally not announce its voting intentions and the reasons behind them.
SEB Varahaldus shall exercise owner’s control generally in the following ways:
- to participate at general meetings and exercise voting rights. SEB Varahaldus shall generally participate in the meetings where its managed funds’ holdings represent a significant portion and/or where the investments are significant for the performance of the funds’ assets;
- to have continuous contact with representatives of companies in which its managed funds’ holdings represent a significant portion;
- to interact with other owners in corporate governance issues.
SEB Varahaldus will generally attempt to process every notice or invitation to vote it receives for all domestic and foreign securities. However, there may be situations in which SEB Varahaldus may be unable to vote, or may choose not to vote, such as where a notice or invitation to vote was received too late, or there are expenses related to the exercise of a vote and it is determined that such expenses outweigh the benefit of voting, or the holding represented by SEB Varahaldus is marginal, or SEB Varahaldus believes it is not in the best interest of the managed fund to vote for any other reason not enumerated herein etc.
SEB Varahaldus does not consider it feasible to prescribe in advance comprehensive guidelines as to how it will exercise voting authority in all circumstances. The primary aim of SEB Varahaldus’ approach to corporate governance is to encourage a culture of performance among the companies in which it invests, in order to maximize the value of investors’ investments, but at the same time and to act in a socially responsible and sustainable way and with respect to the environment.
Monitoring Corporate Events
AS SEB Pank, acting both in its capacity as the depositary for and central administration of SEB Varahaldus’ investment funds, inter alia provides the service of monitoring and notification of corporate actions regarding Baltic listed entities.
Irrespective of the foregoing, the fund managers of SEB Varahaldus conduct independent corporate event monitoring using Bloomberg, other information vendors or sources.
Recordkeeping
SEB Varahaldus shall keep record of all the voting history for all managed funds, for a period of 5 years. Any unit-holder can therefore, upon demand to SEB Varahaldus, consult the voting history of the fund he/she owns.
