Active ownership: engagement and proxy voting
For the wider purpose of steering the role of the Group as an active owner, we defined a comprehensive Group Active Ownership Framework, regulated by a Group Guideline document.
The Active Ownership Group Guideline – Asset Owner defines the principles, main activities, and responsibilities leading the role of the Group as an active owner. In this role the Group, as a long-term liability-driven institutional investor and assets owner, has a fiduciary duty towards its stakeholders and takes action accordingly by (i) monitoring investee issuer companies, (ii) engaging them on financial and non-financial topics including ESG issues, and (iii) voting at general meetings and exercising the other rights attached to the securities, for the dissemination of best practices in terms of governance, professional ethics, social cohesion, environmental protection, digitalization, and response to market-wide and systemic risks scenarios.
The Active Ownership Group Guideline has been drawn up in compliance with the obligations introduced by the Shareholder Rights Directive II as regards the engagement policy of institutional investors (Art. 3g of Directive (EU) 2017/828 amending Directive 2007/36/EC), the Sustainability-related Disclosures in the Financial Services Sector (EU Regulation 2019/2088), and duly takes into account best practices from international standards to which the Group adheres.
We use dialogue and engagement with issuer companies as an effective lever to influence corporate practice on ESG issues, to encourage further ESG disclosure or to gain enhanced understanding of investees' ESG risk management. Engagement actions with investee companies might take place whenever a misalignment with the Responsible Investment Group Guideline is identified. These actions can be carried out either individually or jointly with other shareholders. At this purpose, the Group avail itself of the networks offered by the initiatives to which the Group is an active member (mainly, the UN-convened Net-Zero Asset Owner Alliance, and, through the PRI, the Climate Action 100+ initiative). The overall engagement activity is carried on the basis of a priority list, approved and updated at Group level by a dedicated Engagement Committee.
Within the wider Group Active Ownership Framework, the integration of sustainability aspects is also governed by the Group voting principles. The Group voting principles set out our position on fair treatment of shareholders’ rights, anti-takeover mechanisms, sustainability in the composition of the board (in terms of diversity, independence, ethnicity, nationality etc.), transparency and quality of financial disclosure, as well as the inclusion of ESG variables in remuneration policies for managers. With specific regard to climate change mitigation, we exercise voting rights to advocating for, and engaging on, corporate and industry action, as well as public policies, to set the decarbonization targets and implement the related plans in line with science and under consideration of associated social impacts. Further, as a responsible investor, the Group has adopted voting principles to respond to potential market-wide and systemic risks supporting long-term sustainable recovery of the investee companies. We are in favour of supporting proposals at shareholders’ meetings we participate in aimed at disseminating best practices on governance, business ethics, social cohesion and environmental protection.
In 2019, the Group participated in 1,414 Shareholders’ Meetings and voted on 18,472 resolutions, 13% against, confirming our commitment to support sustainability best practices.