Behind the Vote
“We cannot be mere consumers of good governance, we must be participants; we must be co-creators.” – Rohini Nilekani, Philanthropist
With another proxy season drawn to a close, Troy’s Investment Team has voted 1,223 ballot items across 69 company meetings year to date. Proxy voting remains one of the most direct expressions of active ownership available to us as public market investors. We have voted 100% of our shares at every meeting since 2017.
Most of what reaches the ballot at company Annual General Meetings (AGMs) is routine, from director re-elections to auditor ratifications. On these, we aim to hold companies to high standards of governance including advocating for independent boards, a separation of the CEO and chair roles, auditor tenure that does not exceed 20 years, and remuneration policies that reward operational outperformance.
Every so often, an AGM ballot item can be less clear-cut. It is in these instances that our approach is most revealing. This quarter, we share some examples of how we navigate more complex voting decisions and what the deliberation behind such votes looks like in practice.
Our voting process
Troy has developed a voting process to apply our governance principles consistently across the dozens of company meetings we vote at every year. Working with our proxy adviser ISS, we have developed a bespoke voting framework that reflects our own views of good governance. Our Voting Policy and General Voting Guidelines provide a framework that ensures the same governance issues are treated consistently, whether a company is listed in London, New York, Paris or Tokyo.
Ahead of each meeting, ISS provides a recommendation mapped to our policy, which is reviewed by a member of the investment team. Where our view differs from the recommendation, we include the rationale in an AGM note explaining why the alternative outcome better serves the interests of long-term shareholders. Voting rationale is then shared with the relevant Fund Managers, who review and approve the final decision. Importantly, those responsible for voting are also those responsible for investment decisions. We believe stewardship is strongest when voting, engagement and investment judgement sit together.
Visa’s bonus award
We believe executive pay should reward long-term outperformance. We may vote against remuneration proposals where pay is insufficiently linked to performance, incentives lack transparency, targets are not appropriately stretching, or excessive discretion weakens accountability.
Visa is an example of a company whose executive pay increase over the year outpaced underlying operational performance. The short-term incentive (STI), which is a performance-based cash bonus within the CEO’s pay package, rose by 20%. The share price also rose during the review period and on a simple reading, CEO pay and a rising stock look aligned.
However, Visa’s STI is not meant to track the company’s share price, which moves on factors well beyond a CEO’s sphere of influence. The award is explicitly tied to operational metrics that sit within management’s control.
The performance metrics that underpin Visa’s bonus award, including revenue, net income, and payments transaction growth, showed no comparable acceleration that would justify such an increase in pay. Further investigation revealed broader concerns with Visa’s remuneration policy. The policy provides insufficient disclosure and relies too heavily on the Board’s discretion, reducing transparency and accountability to shareholders. Together, these features weaken the link between pay and performance. We therefore voted against the remuneration policy at Visa’s AGM.
Following the vote, we took our concerns directly to the company, meeting Visa’s Shareholder Engagement team and representatives from the Compensation and Benefits group. We explained that we avoid opposing pay packages merely on quantum and are supportive of competitive packages that attract and retain strong leaders. Our concern relates to the weakening link between what management was paid and what was demonstrably delivered. Visa welcomed the discussion and took note of our feedback.
Alphabet on AI
Artificial Intelligence (AI) presents Alphabet with one of its greatest commercial opportunities, but also one of its most significant governance challenges. As long-term shareholders, we believe investors need sufficient disclosure to assess whether Alphabet’s governance and risk controls are evolving as quickly as the technology itself.
This AGM season, we supported two shareholder proposals addressing two of the most important AI risks today: the integrity and reliability of AI-generated outputs, and the source of the data used to train models.
The first proposal Troy supported requested an independent, third-party assessment of Alphabet’s strategies to detect and mitigate AI-generated misinformation. AI remains prone to hallucinations and factual error, and the tools to produce convincing deepfakes[1] are improving as fast as the tools to catch them. While management’s existing AI Principles and internal responsible-AI reporting outline the company’s current policies, they do not explain how safeguards will hold up against rapidly advancing, next-generation AI tools, nor do they provide shareholders with an independent assessment of whether those controls remain effective.
Google’s Gemini AI model is a commercial success and Google’s credibility in Search increasingly rests on the trustworthiness of AI-generated content. An independent audit would therefore provide shareholders with assurance that the company’s governance is strong and keeping pace with rapid technological advances.
The second proposal we supported concerns the underlying data on which Gemini is trained. The proposal asked Alphabet to report on the risks of using improperly sourced or unlicensed training material such as personal user information or copyrighted work, and how the company guards against their use.
Alphabet is currently defending a consolidated lawsuit, brought by authors and illustrators, alleging the unauthorised scraping of copyrighted books to train Gemini. On the privacy front, Alphabet also faces a proposed class-action lawsuit alleging that the company enabled Gemini to scan and analyse user communications across Gmail, Chat and Meet without user consent. These legal challenges represent live regulatory and financial risks. Greater transparency around the provenance of training data and the controls to ensure only legally sourced data is used would allow investors to better assess the legal and reputational risks facing Gemini.
Importantly, neither of these votes are against Alphabet’s AI strategy. Rather, they are about enhanced disclosures and better risk management, because the safety and credibility of Alphabet’s AI models will determine whether they create lasting shareholder value.
Unilever foods spin-out
Not every important decision comes before shareholders for approval. Where there is no direct vote on a significant strategic decision, the re-election of directors can provide a meaningful mechanism for shareholders to express their views about board oversight. This was the case at Unilever’s AGM. We voted against the re-election of Chair, Ian Meakins, to register our concerns over the proposed separation of Unilever’s Foods business through a transaction with McCormick, the US food ingredients and seasonings company.
Conceptually, we support Unilever’s strategy of simplifying the portfolio and believe the remaining business – focussed on beauty, personal and household care products – should result in a higher-quality and faster-growing entity. Our concern lies with the structure of the transaction and how value might be realised for existing shareholders.
While the transaction was announced at an attractive headline valuation, much of that consideration is in shares rather than cash, meaning the ultimate value realised will depend on the future performance of the combined company. Existing Unilever shareholders are also on both sides of the transaction through their equity in the enlarged McCormick company, so an apparently attractive valuation for the seller is also the price paid by shareholders as buyers. The headline multiple is therefore less meaningful in creating value for existing shareholders than it first appears.
We are also concerned that the new Foods business will be highly indebted while maintaining a relatively high dividend payout, increasing execution risk at a time when management must integrate a business that is approximately three times McCormick’s previous size.
Although we disagree with aspects of the transaction, we continue to engage constructively with the Board. In this instance, voting against Unilever’s Chair provided a way to communicate our concerns where no direct shareholder vote on the transaction itself was available.
Active ownership
We invest in businesses we believe are already well managed, so voting against management should be the exception rather than the rule. However, where governance falls short, or a shareholder proposal addresses a material issue affecting long-term value, we are prepared to use our vote to express our views and shape outcomes.
Proxy voting is one of the most visible ways we exercise our stewardship responsibilities as long-term owners on behalf of our investors, but it is not the only form of stewardship. Engagement and dialogue with boards and management teams continue throughout the year, with our votes often forming part of an ongoing conversation rather than a final verdict. Our continued recognition as a signatory to the 2026 UK Stewardship Code reflects that active ownership is embedded in our investment process, and is not only confined to proxy season.
[1] Deepfakes are hyper-realistic, AI-generated synthetic media, such as video, audio, or images that realistically manipulate a person’s likeness to depict them saying or doing something that never occurred.
Further information relating to how ESG integration is applied to the fund can be found in the fund prospectus and investor disclosure document. For further information relating to Troy’s approach to company voting and engagement, please see Troy’s Responsible Investment and Stewardship Policy available at www.taml.co.uk.
Please refer to Troy’s Glossary of Investment terms here. The document has been provided for information purposes only. Neither the views nor the information contained within this document constitute investment advice or an offer to invest or to provide discretionary investment management services and should not be used as the basis of any investment decision. The document does not have regard to the investment objectives, financial situation or particular needs of any particular person. Although Troy Asset Management Limited considers the information included in this document to be reliable, no warranty is given as to its accuracy or completeness. The views expressed reflect the views of Troy Asset Management Limited at the date of this document;
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