Hermes Master PPT template

1

The New Focus for Global Investors: Responsible Investment and Active Share Ownership

26th September 2006

The Hermes Group operates through a variety of separate and distinct legal entities, including Hermes Investment Management, Hermes Focus Asset Management and Hermes Property Asset Management. Issued and approved by Hermes Investment Management Limited, authorised and regulated by the Financial Services Authority.

CIBC Centre for Corporate Governance and Risk Management

Colin MelvinChief Executive, EOS

www.hermes.co.uk

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Agenda

Introduction

Best Practice in Responsible Investment

– Institutional Shareholders’ Committee Statement

– ICGN Statement of Principles on Institutional Shareholder Responsibilities

– UN Principles for Responsible Investment

Responsible Investment in Action: Hermes Equity Ownership Service

Conclusion

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Introduction to HermesAligned with pension fund goals and objectives

Hermes is unique in the investment industry

Independent investment manager of c.£63bn*. 3rd largest Pension Fund Manager in UK**

Hermes is the ‘executive arm’ of the largest UK pension scheme, the British Telecom Pension Scheme

Heritage and ownership aligns Hermes with long-term orientated pension funds and other investors

Performance is the key - not asset/revenue growth driven

* As at 30th June 2006 Source: Hermes ** Source FTFM Survey 05/06/06

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Issues for Trustees as equity investors

STEWARDSHIPSTEWARDSHIP PERFORMANCEPERFORMANCEMEMBER MEMBER AWARENESSAWARENESS

TIMETIME SINGLE ISSUE SINGLE ISSUE ACTIVISTSACTIVISTS

FUNDINGFUNDING

LEGISLATIONLEGISLATION/ REGULATIONREGULATION

DISCLOSUREDISCLOSURE

Stewardship is central to the Trustees’ role

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Practical

Hermes Focus Funds outperformed since inception

CalPERS“Corporate Governance has been best alpha driver over last 5 years, 2000 – 2004” – Mark Anson, former CIO

Relational Investors LLC (US) outperformed by 6.3% per annum *

Academic

LBS “Shareholder Activism in the UK - A Clinical Study” ** found value created through shareholder engagements

Gompers found a fund taking long positions in top decile Governance ranked companies and short positions on bottom decile would have outperformed the market by 8.5% p.a. throughout the 1990s ***

Deutsche Bank research shows a positive relationship between historic governance assessment and profitability (ROE) ****

Stewardship, Value and Engagement – Overview

Investment in stewardship adds value

*see Appendix 1

** London Business School (2006)*** Gompers et al (2004)**** Deutsche Bank (2004a), (2004b), (2003)

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Best Practice in Responsible Investment

Institutional Shareholders’ Committee Statement

ICGN Statement of Principles on Institutional Shareholder Responsibilities

UN Principles for Responsible Investment

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Best Practice

Statement of responsible investment policy

Monitor performance of and have dialogue with investee companies

Intervene where necessary

Escalate intervention on a case-by-case basis

Evaluate impact of responsible investment activity

Institutional Shareholders’ Committee

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Best Practice

Institutional shareholders have internal and external responsibilities

Understanding the chain of ownership

Dealing with conflicts of interest

Responsibilities with respect to companies

The benefits of good internal governance

ICGN Statement of Principles

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United Nations PRI objective

To develop and implement a set of global principles that facilitates the integration of environmental, social and governance (ESG) issues into mainstream investment practices

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June/July 2004 – Klaus Toepfer of UNEP announces Principles for Responsible Investment process in London and UN Global Compact publishes first "Who Cares Wins" report.

April 2005 – First PRI Expert Group meeting in Paris.

June 2005 – UN Secretary-General Kofi Annan convenes first PRI Investor Group meeting at UN Headquarters, New York. 21 asset owners representing USD 1.7 Trillion. Subsequent meetings in Toronto, London, Boston.

April 27/ May 2 2006 – UN SG Annan rings bell and opens NYSE. PRI launched supported by 34 asset owners and 18 investment managers from nine countries representing more than USD 4 Trillion.

UNPRI Timeline

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Preamble

“As institutional investors, we have a duty to act in the best long-term interests of our beneficiaries. In this fiduciary role, we believe that environmental, social, and corporate governance (ESG) issues can affect the performance of investment portfolios (to varying degrees across companies, sectors, regions, asset classes and through time). We also recognise that applying these Principles may better align investors with broader objectives of society. Therefore, where consistent with our fiduciary responsibilities, we commit to the following:”

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The Principles

1. We will incorporate ESG issues into investment analysis and decision-making processes.

2. We will be active owners and incorporate ESG issues into our ownership policies and practices.

3. We will seek appropriate disclosure on ESG issues by the entities in which we invest.

4. We will promote acceptance and implementation of the Principles within the investment industry.

5. We will work together to enhance our effectiveness in implementing the Principles.

6. We will each report on our activities and progress towards implementing the Principles.

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Best Practice

Statement of responsible investment policy

Monitor performance of and have dialogue with investee companies

Intervene where necessary

Escalate intervention on a case-by-case basis

Evaluate impact of responsible investment activity

EOS

Hermes Principles

Vote all shares

Discussion with companies

Inclusion in core engagement programme where future intervention is required

Intervention on basis of formal proposal approvedby Responsible Ownership Committee

Regular meetings with directors

Work with other investors as appropriate

Public vote is last resort

Contact and actions recorded

Report progress to clients on regular and ad hoc basis

Best Practice and Hermes Equity Ownership Service

EOS represents best practice for responsible investors

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Equity Ownership Service and Responsible Investment

Engagement designed to enhance value

– Proprietary screening system

– Identifies potential for improvement in long term value

Intelligent voting

– Vote all holdings in all markets (where possible)

– Voting rational communicated to companies

– Lever for change

Global coverage

– Over 3,500 company meetings worldwide

Comprehensively address the needs of fund fiduciaries

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Additional investment and engagement

on strategic issues etc

Focus Funds

Inte

nsi

ty o

f in

volv

emen

t

All Companies

Contact driven by company consultation (on pay and other issues)

Overview of EOS Activities

Government and regulatory engagement to ensure best possible backdrop for shareholder rights

High

Low

Core engagement on strategic,

capital structure issues etc1

‘Tier 1’ engagement

Engagement on structural governance Board structure

Pay

Succession planning

Social, ethical and environmental issues

‘Tier 2’ engagement

Voting activity, related discussions, letters and meetings

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Equity Ownership Service – Process

Effective controls

– Senior Hermes staff involvement (CEO, CIO)

Integrated approach

Fund Managers EOS Focus Funds

Rigorous monitoring and assessment

– Financial evaluation

– Engagement trail maintained on database

A process designed to protect clients’ interests

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Equity Ownership Service – People

Unrivalled resource

– Over fifty people directly involved in governance and engagement

Comprehensive skills

– Team includes a blend of skills from business strategy, consulting and investment banking. Allows engagement from position of knowledge and understanding

Governance expertise

– Team includes some of the industry’s foremost governance experts

Ownership culture

– We act on our clients’ behalf as an owner rather than a service-provider

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What EOS Provides to Pension Fund Trustees

Insight Hermes’ knowledge, expertise and advice Reporting on activities and engagement Feedback on market developments

Control Retain ultimate voting control of your shares Ability to initiate engagement on your issues Input to direction and development of EOS

Access Dedicated relationship manager Regular formal and informal communication Regular meetings

Value Activities designed to add economic value Alignment with fiduciary duty Engagement on financially material issues

EOS

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Responsible investment is linked to corporate value

Conflicts of interest in the chain of ownership can impede accountability and the effectiveness of investors

Nevertheless, active share ownership represents a new focus for global and local investors

Conclusion

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Appendices

1. Shareholder Engagement Funds’ Performance

2. Stewardship Staff

3. Case Studies

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Shareholder Engagement Funds

• Launched October 1998

• Investment universe: FTSE 350

• FUM(1)

£977m

• Managed by Hermes Focus Asset Management Ltd

(2)

• Launched February 2002

• Investment universe: European stocks (European Economic Area ex-UK, plus Switzerland)

• FUM(1)

€1.5bn

• Managed by Hermes Focus Asset Management Europe Ltd

(2)

• Launched March 2002

• Investment universe: UK companies outside FTSE 350 (ex-Investment Trusts Index)

• FUM(1)

£143m

• Managed by Hermes Focus Asset Management Ltd

(2)

• Relational investors LLC formed in 1996

• Investment universe: US listed stocks with equity market capitalisations in excess of $1bn

• FUM(1)

$6.2bn

• Managed by Relational Investors LLC

(1) Funds under management as at 30/6/06(2) Relational Investors LLC (“RILLC”) is a Registered Investment Adviser in the USA. RILLC and Hermes Focus Asset Management Limited (“HFAM”) have a strategic marketing alliance. HFAM does not have an ownership interest in RILLC and RILLC is fully independent of Hermes. This Fund has reached its capacity and is currently closed to new investments.

Nissay Hermes Stewardship Fund

Rel

atio

nal I

nves

tors

LLC

(3)

European Focus Fund

UK Small Companies Focus Fund

UK

Focus Fund

• Launched March 2005

• Investment universe: 550 Japanese listed stocks

• FUM(1)

¥32bn

• Managed by Nissay Asset Management Corporation

• Advisors: Hermes Focus Asset Management

(2)

Appendix 1

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9.4%

11.4%11.0%

9.8%

7.3%

6.1%

1.1%

3.9%

3.1%

0%

2%

4%

6%

8%

10%

12%

Hermes UK Focus Fund Hermes European Focus Fund Hermes UK Small Companies Focus Fund

Absolute Fund Performance

Benchmark

Relative Performance

(1) UK Focus Fund benchmark is FTSE All Share Total Return Index (2) European Focus Fund benchmark is FTSE World Series Europe (ex UK) Total Return Index(3) UK Small Companies Focus Fund benchmark is FTSE Small Cap (ex Investment Trusts) Total Return Index(4) All performance figures are annualised and relative performance is calculated on a geometric basis

Per

form

ance

(p

.a.)

(launched 1 October 1998) (launched 25 February 2002) (launched 4 March 2002)

(1) (2) (3)

Focus Funds in PractiseThe Focus Funds’ performance has been positive, supporting our view that good ownership adds value

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28.6%

12.4%

5.7%

26.4%

6.3%

1.7%0%

5%

10%

15%

20%

25%

30%

35%

Nissay Hermes Stewardship Fund Relational Investors LLC

Absolute Fund Performance

Benchmark

Relative Performance

Annualised Investment Performance Since Inception for other Hermes-related Shareholder Engagement Funds

(1) Nissay Hermes Stewardship Fund benchmark is TOPIX(2) Relational Investors LLC benchmark is S&P 500(3) Relative performance is calculated on a geometric basis

Per

form

ance

(p

.a.)

(launched 1 July 1997)(launched 16 March 2005)

(1) (2)

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EOS Provided by Team with Unparalleled Experience and Ability

David Pitt-Watson, Chairman20+ years strategy: ex-co founder & MD, Braxton/Deloitte

Colin Melvin, Chief Executive12 years governance experience; ex-Baillie Gifford, Standard Life

Paul Munn, Commercial Director

9 years PLC Board experience; ex-CEO Dawson International

Paul Lee 5 years governance and English law

Makoto Seta9 years professional experience; ex-Arthur Andersen

Karin Ri7 years professional experience; ex-Morgan Stanley; Nomura

Jennifer Walmsley5 years professional experience; former journalist

Ian Greenwood

5 years professional experience; ex-NAPF; RREV

Elena Tedesco5 years governance; ex-Deminor

Hans Hirt4 years professional experience; English and German law

Hege Sjo

9 years professional experience; ex-CFO Norwegian Börs

Bess Joffe4 years professional experience; lawyer; ex ISS Canada

Naheeda Rashid2 years governance; ex-Baillie Gifford; RBoS

E

O

S

PLC Board experience:

John Leach 30+ years: ex-CEO Brent WalkerPaul Harrison 10 years: ex-CEO Hi-Tech Sports

Additional support from:

Mark Anson CEO, HermesTony Good ex- Norwich UnionMike Bishop ex- MorleyMike Connors ex Barclays & Fleming

Senior strategy consultancy experience:Wouter Rosingh 20+ years: ex-Director, Booz Allen HamiltonLeon Kamhi 15 years: ex-Braxton/Deloitte

Investment experience:

Mike Weston 14 years: ex-Merrill LynchMarco Ricci 14 years: ex-DeutschePhil Harris 14 years: ex-Credit SuisseNigel Davies 17 years: ex-West LB

Other experience:

Corinna Arnold 14 years corporate governance & institutional relations Tim Bush 12 years accounting and public relationsMark O’Connor 12 years investor relations & marketing

Corporate finance experience:

Stephan Howaldt 16 years: ex-Warburgs, Siemens Corporate

Appendix 2

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Case Studies

Hanson

BAE Systems

Premier Oil

Appendix 3

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Background

Board in need of refreshment and renewal

Management appears overly focused on financials to the apparent detriment of operational efficiency

Capital structure inefficient with insufficient debt

Non-core businesses dragging down returns and distracting management

Unclear whether there is value-added from combining aggregates with building materials (particularly brick) businesses

Engagement Issues

Encourage board change, particularly succession to the chair

Encourage focus on operational effectiveness, if need be by changing management

Ensure that buybacks are restarted to increase debt/equity ratio

Consider sale of non-core businesses in Asia-Pacific and continental Europe

Test management thinking regarding a possible sale

Case study – Hanson

Engagement addresses strategy

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1 21 Sep 04 Meeting with new non-executive (and possible future chair) on succession, capital structure and strategic issues

2 27 Sep 04 Meeting with SID Simon Keswick on succession, capital structure and strategic issues

3 15 Oct 04 Share buyback programme restarted

4 17-24 Nov 04 Discussions with Simon Keswick on potential candidates for the chair role

5 15 Dec 04 Discussion with chairman Christopher Collins, taken inside on succession decision

6 17 Dec 04 Announcement of succession to chair

7 11 Jan 05 Meeting with outgoing chair Christopher Collins

8 19 Apr 05 AGM, departure of Collins and two other long-standing non-executives, appointment of Mike Welton as chair

9 20 Apr 05 Strategy presentation afternoon, with intensified focus on operational efficiency

10 04 Aug 05 Meeting with management to discuss strategy, capital structure and operations

Case study – Hanson (cont’d)

Chart dates from 1 July 2004 to 4 August 2005

Source: DATASTREAM and Hermes Investment Management Ltd

3

4

67

89

Q3'O40.32

0.34

0.36

0.38

0.40

0.42

0.44

0.46

0.48

0.50

0.52

Q4'04 Q1'05 Q2'05 Q3'05

Hanson Hanson Relative to the FTSE Europe Construction & Building Index

21

10

5

Managing investments to create value

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Background

Public breakdown of key client relationship with MoD following problems with Astute and Nimrod contracts

Governance: Board dominated by executives, particularly with a long-serving

executive chair and executive vice chair

Lack of transparency and so market confidence in management and the company

Concern that intended to merge into US rival at undervalue, before solved own problems

Engagement Issues

Encourage board focus on rebuilding key relationships, without involving press

headlines

Improve transparency and rebuild confidence following Nimrod and Astute failures

We expected that these aims would require a significant reshaping of the board

Ensure solved own problems before rushing into any substantial deal

Case study – BAE Systems

Engagement addresses board renewal

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Managing investments to create value

2003 2004 2005100

120

140

160

180

200

220

240

260

280

10 Feb 03

Ensured could speak for investors holding c15% of the shares

11 Feb 03

Phone conversation with Sir Robin Biggam, SID

14 Feb 03

Follow-up letter which was shared with the board

20 Feb 03

Significant board changes announced and follow-up meeting with Sir Robin

6 Mar 03

Meeting with executive management

24 April 03

Meeting with Sir Peter Mason, chair of nominations committee, on requirements for next chair

1 May 03

Facilitated meeting with Sir Peter for 10% holder

14 July 03

Meeting with Michael Hartnall, chair audit committee

H2 03

Ongoing contact with Sir Peter to reinforce comments

24 Mar 04

Announcement of Dick Olver, former BP deputy CEO, as next chair of BAE

24 June 04

Meeting with Dick Olver to agree agenda

1 July 04

Olver takes over as chairman

7 Mar 05

Announcement of acquisition of United Defense industries for £2.2bn

PRICE

PRICE REL. TO FTSE ALL SHARE - PRICE INDEX

Source: DATASTREAM/Hermes

Case study (cont.) – BAE Systems

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Background

Capital structure: two dominant shareholders(each 25%) and overburdened with debt

Governance: Six of eight non-executives notindependent

Risk management: largest UK investor in Myanmar (Burma)

Strategic: locked into mature assets, notlightweight explorer where could have competitive advantage

Long-term share price underperformance

Engagement Issues

Find route to give company independence from dominant holders as intended strategy now abandoned; cut debt

Remove some, add new independent directors

Justify the risk taken by being present there, or exit the country

Exit mature assets, slim down and refocus on fleet-of-foot exploration and production activities

Improvement to come from addressing agenda issues above

Case study – Premier Oil

Engagement addresses CSR and its value impact

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Case study (cont.) – Premier Oil

22/7/03

PRICE REL. TO FTSE ALL SHARE - PRICE INDEX

Source: DATASTREAM/Hermes

Managing investments to create value

PRICE REL. TO FTSE OIL & GAS SECTOR

2000 2001 2002 200310

15

20

25

30

35

40

45

50

29 June 00First face-to-face discussion with companyon risk management

26 Oct 00First meeting of group offund managers and campaigning groups

9 Jan 01Constructive first meeting with chair, Sir David John

16 May 01 AGMPublic acceptance that two major holders weigh on share price

18 Oct 01 EGMAgreement to slim down asset base

19 Dec 01Frank meeting with Sir David John & Charles Jamieson (CEO) covering the barriers to reaching a solution

13 Mar 02Public announcement of detailed discussions with two major holders on a resolution to the problem

16 Sep 02Corporate restructuring agreed in principle with two major shareholders

9 Jul 03Court approval for reconstruction scheme of arrangement (effective 15/7/03)

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Important InformationThis communication is directed only at Market Counterparties or Intermediate Customers, as defined in the Glossary of the Financial Services and Markets Act 2000. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with such persons and any other persons who receive this communication should not rely on or act upon this communication.

This communication is issued and approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Hermes Investment Management Limited (“HIML”). HIML has its registered office at Lloyds Chambers, 1 Portsoken Street, London E1 8HZ.

Hermes Pensions Management Limited is the parent company of a number of companies falling within the Hermes Group. The main operating companies within the Hermes Group are Hermes Investment Management Limited (“HIML”), Hermes Administration Services Limited (“HASL”), Hermes Property Asset Management Limited (“HPAML”), Hermes Focus Asset Management Limited (“HFAM”), Hermes Focus Asset Management Europe Limited (“HFAME”), Hermes UOB Capital Asset Management Limited (“HUCM”), Hermes Private Equity Limited (“HPEL”) and Hermes Assured Limited (“HAL”). All of the above named companies (with the exception of Hermes Property Asset Management Limited) are separately authorised and regulated by the Financial Services Authority.

The Hermes Property Unit Trust (“HPUT”) is constituted by an amended and restated trust deed between the Committee of Management and the Trustee both of which are authorised and regulated by the Financial Services Authority. The Committee of Management appoints the trust manager (HIML) and the property managers (Hermes Property Asset Management Limited) and has overall responsibility for the trust.

Please note that the Financial Services Authority does not generally regulate any activities referred to in this document which are not regulated activities under the Regulated Activities Order 2000.

Hermes Absolute Return Fund (Guernsey) Limited is authorised by the Guernsey Financial Services Commission and is listed on the Irish Stock Exchange.

This document has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient. This document is published solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. Prospective investors must rely on their own examination of the legal, taxation, financial and other consequences of an investment in the funds, including the merits of investing and the risks involved. Prospective investors should not treat the contents of this document as advice relating to legal, taxation or investment matters. Before entering into an agreement in respect of an investment referred to in this document, you should consult your own professional and/or investment advisers as to its suitability for you and should understand that statements regarding future prospects may not be realised. No action should be taken or omitted to be taken in reliance upon information in this document. Figures, unless otherwise indicated, are sourced from Hermes.

The opportunities described in this document have unique risks that may make them unsuitable for certain investors and past performance may not be indicative of future results. Also, certain returns shown in this document are compared against returns for the relevant benchmark index during similar periods. It is important to note that the underlying volatility and risk of the funds’ portfolios and that of their benchmark indices vary materially. Property is an illiquid investment and may result in deferment of redemption of units. The value of the property is a matter of a valuer's opinion rather than fact.

This document should be read in conjunction with the fund listing particulars when available which will exclusively form the basis of any application. A comprehensive list of risk factors appears in the fund listing particulars and an investment should not be contemplated until the risks of investment have been considered fully.

Investors may not get back the full amount originally invested. The value of overseas investments will be influenced by the rate of exchange. The value and risks of underlying investment may be difficult to verify independently.

The provision of the information does not constitute an offer to purchase securities to any person in the United States or to any U.S. Person as such term is defined under the Securities Act of 1993.

Any person wishing to subscribe for any interest should satisfy himself as to the observance of the laws of any relevant territory, including the obtaining of any requisite governmental or other consent and the observing of any other formalities.

This document may include a list of Hermes Pensions Management Limited’s clients. Please note that inclusion on this list should not be construed as an endorsement of Hermes Pensions Management Limited’s services. Should you wish to contact a client for reference purposes, please let Hermes know in advance.