Bayview Asset Management Co.,Ltd.Bayview Asset Management

Proxy Voting Policy

Bayview Asset Management Co., Ltd. ("BVAM"), in its pursuit of fulfilling the fiduciary responsibility endorsed by the client, exercise proxy voting solely in the best financial and economical interest of the client, never for itself or any third party beneficiary, to maximize the value of the portfolio companies or avoiding the chances of causing any damages for them. BVAM has adopted comprehensive company by-laws. And to maintain the proper execution of delegated voting policy, BVAM has adopted guidelines and procedures applicable to exercise proxy voting in its discretionary investment management and investment trust management.

Decision making, review of proposal, and voting

  1. Investment Management Group has sole responsibility and authority in making decisions on proxy voting.
  2. Proxy proposals are voted either for, against, no voting or full delegation.
  3. Investment Management Group reviews each proxy proposals against the guideline shown below. If the relative proposal is found to be in line with the guidelines, BVAM, in principle, vote for it if a proposal is submitted by the management of the company and against it if the proposal is submitted by a shareholder or a group of shareholders. If the proposal is not in line with the guidelines, it will be reviewed in detail to determine the voting.
  4. If a pension plan sponsor endorses specific voting guidelines, BVAM will basically honor such guidelines, but yet will review the appropriateness and completeness of such specific guidelines.

Guideline for voting

In reviewing the proxy proposals, BVAM will check the following:

  1. Any violation of applicable laws and regulations or socially undesirable maneuver exists or not.
  2. Auditor's comment is not full and unconditional endorsement (applicable only to Japanese equities)
  3. Despite sluggish business results or poor performances, the management of the company in question does not make sufficient effort to improve such condition
  4. Management strategy or financial strategy may harm the benefit of shareholders
  5. Insufficient disclosure leads to the loss of economic or financial interest of shareholders
  6. Organization, member of the board and/or auditors are inappropriate and they may cause the loss of economic or financial interest of shareholders
  7. Proxy proposal by a shareholder or a group of shareholders
  8. Any other proxy proposals by which the loss or harm to the economic or financial interest of shareholders are evident

Adopted in May 2004

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