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 to the maximum extent possible. For instance, Glass Lewis does not enter into any business relationships that may conflict with its mission to serve institutional participants in the capital markets, with objective information, nor does Glass Lewis 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’ 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 is independent and is consistently of high quality. The RAC, chaired by David Nierenberg, Founder of The D3 Family Funds, and supported by Aaron Bertinetti, SVP of Research and Engagement, includes the following experts in the fields of corporate governance, finance, law, management, investments and accounting: Charles A. Bowsher, former Comptroller General of the U.S. and RAC Chair Emeritus; Kevin J. Cameron, co‐founder and former President of Glass Lewis; Jesse Fried, Professor of Law at Harvard Law School; Bonnie Hill, President of B. Hill Enterprises and co‐founder of Icon Blue, Stéphanie Lachance, Vice President, Responsible Investment, and Corporate Secretary of PSP Investments; and Carla Topino, former Associate Vice President, European and Emerging Markets Policy of Glass Lewis. 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 provides specific, prominent disclosure of the potential conflict on the cover of the relevant Proxy Paper research report, and a description of the exact nature of the conflict in the appendix of such report. While Glass Lewis believes the onus should be on the conflicted party to disclose all potential conflicts, Glass Lewis feels it is valuable for clients and any other party with access to a Glass Lewis report (e.g. the media) to review potential conflicts 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, SVP of Research and Engagement, General Counsel and Director of Compliance, is the main body responsible of ensuring that all new potential conflicts are addressed in a timely manner.

For more detailed information on the specific types of conflicts that may arise and on how Glass Lewis addresses these conflicts, please refer to Glass Lewis’ Conflict Management Procedures, available upon request. In addition, Glass Lewis is a signatory to the Best Practice Principles for Providers of Governance Research & Analysis and a copy of Glass Lewis’ Statement of Compliance is available at

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