UTC (UK) Pension Scheme - Implementation Statement

Appendix 1(ii) – Examples of managers’ illustrations of significant votes – Ruffer

Ruffer

Vote 1

Vote 2

Company name

Banco Santander SA

Bank of America

Date of Vote

21 March 2024

24 April 2024

Fund’s holding as at the date

of the vote (as % of portfolio)

0.16%

0.15%

Summary of the resolution

Governance – Remuneration

Environmental – Energy transition

How the manager voted

For

Against

Rationale for the voting decision

Santander proposed a 5% pay uplift in the base salary of its CEO and Executive Chair. Ruffer voted to approve the remuneration policy, despite ISS’s recommendation to vote against, as Ruffer believes the uplift is not material. In fact, Ruffer finds that this uplift may reflect an attempt to catch up with industry peers. Although ISS flagged the potential for the policy to exacerbate existing pay-for-performance concerns, Ruffer believes the remuneration policy is sensible, and the pay increase is not large enough to relinquish Ruffer’s support of management.

Among the several shareholder proposals on the slate at the 2024 AGM, Ruffer voted against ISS’s recommendation and in line with management regarding the request for a report on the clean energy supply financing ratio. This was because Ruffer believes Bank of America is committed to its Net Zero targets and provides much of the necessary data to support this. While Ruffer supports enhanced disclosures more broadly, the proponent’s required ratio is already available via a third -party (Bloomberg). Hence, in support of greater uniformity within the responsible investing space, Ruffer feels that a vote against this proposal was the best option, rather than having the company itself calculate this ratio with a possibly varying methodology.

Outcome of the vote

The resolution passed with 74.5% votes for.

The resolution failed.

Implications of the outcome

Ruffer will continue to monitor company performance to ensure the remuneration policy is appropriate.

Ruffer will monitor how the company progresses and improves over time, and continue to support credible energy transition strategies and initiatives which are currently in place, and will vote against shareholder resolutions which they deem as unnecessary.

Criteria on which the vote is considered significant

Ruffer defines significant vote as: any vote against management or against an ISS recommendation, any vote in breach of criteria included in Ruffer’s internal voting guidelines, any shareholder resolution, any climate related resolution, any management-proposed climate-related resolution or dissident shareholder slate (US only).

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UTC (UK) Pension Scheme | Statement of Investment Principles - Implementation Statement | 5 March 2025

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