Conflict of Interest Statement

Please read the Conflict of Interest Statement below as it contains important information on how Glass Lewis manages and discloses potential conflicts of interest.

Glass Lewis avoids conflicts of interest that may impact its mission of providing objective information about corporate issuers to its institutional investor clients. For instance, Glass Lewis does not offer consulting services to corporate issuers or directors, proponents of shareholder proposals or dissident shareholders in control contests.

Glass Lewis is co-owned by the Ontario Teachers’ Pension Plan Board (“OTPP”) and Alberta Investment Management Corp. (“AIMCo”). While both OTPP and AIMCo are clients of Glass Lewis, neither OTPP nor AIMCO is involved in the day-to-day management of Glass Lewis’ business; Glass Lewis operates as an independent company separate from OTPP and AIMCo. Moreover, Glass Lewis excludes OTPP and AIMCo from any involvement in the formulation and implementation of its proxy voting policies and guidelines, and in the determination of voting recommendations for specific shareholder meetings.

Glass Lewis has a Research Advisory Council (“RAC”), an independent external group of prominent industry experts, to ensure that Glass Lewis’ house proxy voting policies are comprehensive, well-reasoned and reflective of current global governance and regulatory practices and developments. The RAC also helps Glass Lewis ensure that its research maintains an independent perspective. The RAC, chaired by David Nierenberg, Founder of The D3 Family Funds, and supported by Aaron Bertinetti, Glass Lewis’ Senior Vice President of Research and Engagement, includes experts in the fields of corporate governance, finance, law, management, investments and accounting as detailed on Glass Lewis’ corporate website (https://www.glasslewis.com/leadership-2/). Neither OTPP nor AIMCO is represented on the RAC, nor do they play any part in nominating or appointing RAC members.

In situations where a conflict is unavoidable, Glass Lewis believes the onus should be on the conflicted party to disclose all potential conflicts. Glass Lewis provides specific, prominent disclosure of the potential conflict on the cover of the relevant Proxy Paper research report so clients and any other parties with access to a Glass Lewis report (e.g. the media) are able to review the potential conflict at the same time they review the research, analysis and voting recommendations contained therein.  Glass Lewis’ Compliance Committee – comprised of Glass Lewis’ Chief Executive Officer; Chief Operating Officer; Senior Vice President of Research and Engagement; Senior Vice President and General Counsel; Vice President of Human Resources; and Director of Compliance – has primary responsibility for ensuring that all potential conflicts are addressed in a timely manner.

In addition, Glass Lewis is a signatory to the Best Practice Principles for Providers of Governance Research & Analysis;  a copy of Glass Lewis’ Statement of Compliance to the Principles is available on Glass Lewis’ corporate website (https://www.glasslewis.com/best-practices-principles/).

You can download a full version of Glass Lewis’ Policies and Procedures for Managing and Disclosing Conflicts of Interest below:

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Version 05.08.19