Proxy Voting Policy
Tower Bridge Advisors (TBA) often has authority to vote proxies for its clients. TBA takes this responsibility seriously. TBA attempts to cast the proxy votes in a manner consistent with the best interests of its clients. This means understanding the issues which are to be voted on and to the best of our ability, voting these proxies in accordance with TBA’s evaluation of the best interest of shareholders. In the absence of a contrary instruction from a client, TBA will employ the following voting guidelines:
1) Directors must own at least 100% of their annual fees in stock. This does not include options on shares. A one-year exception may be made for the first year in a director’s term.
2) In the absence of extraordinary circumstances, TBA votes to declassify Board of Directors.
3) In the absence of extraordinary circumstances, TBA votes against Board members who receive excessive compensation or have questionable dealings with the company.
4) In the absence of extraordinary circumstances, TBA votes against most poison pill initiatives.
5) In the absence of extraordinary circumstances, TBA votes against cumulative voting.
6) TBA does not believe that it should attempt to dictate policy to company management. If TBA strongly disagrees with management policy or practice, we generally sell shares held for clients where possible.
7) TBA generally votes to separate the Chairman and CEO functions.
8) TBA generally votes against option plans that create excessive dilution.
In the event TBA deviates from any of the above-stated guidelines, it will document its reasons for doing so.
Clients may also request that proxies relating to their portfolio securities be voted in a specific manner. These requests should be made in writing at least 60 days prior to the voting deadline. Although it is highly unlikely, it is theoretically possible that TBA may be called upon to vote a proxy in a situation that entails a conflict of interest. Such a condition could arise, for example, where TBA or one of its portfolio managers has a business or personal relationship with the proponent of a proxy proposal or a candidate for corporate directorship. In the event that a proxy vote presents a potential conflict of interest, TBA will with disclose the potential conflict to clients and obtain their consent to TBA’s vote recommendation, or will seek advice from and follow the recommendation of an independent third party on the issue.
Once a year, Maris Ogg will review TBA’s proxy voting practices to confirm that:
i. TBA is casting votes in all instances in which it is authorized to do so, unless TBA has a documented reason to refrain from voting;
ii. Votes are cast in accordance with any written client direction;
iii. The Company’s proxy voting guidelines and procedures have been followed in all instances, unless there is a documented reason for deviating from those guidelines and procedures;
iv. The Company has maintained the proxy-related records required under the Advisers Act Rule 204-2
Clients may request and receive at no charge an accounting of how proxies were voted for companies held in a TBA managed portfolio.
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