International Voting

Whether at home or abroad, Strive seeks to maximize value for investors. Broadly speaking, we apply the same voting paradigms for foreign ballots that we do for our U.S.-based holdings. That said, every market possesses its own distinguishing features and legal landscape. We therefore endeavor to advance meritocracy and shareholder capitalism while also balancing the reality of national and regional laws and regulations.

Over the past several years, global ESG regulations have proliferated. Many of the current rules pertain to sustainability reporting, the most extensive being those in Europe: The European Union (EU) set out standards for disclosing data related to carbon emissions and other factors through the Corporate Sustainability Reporting Directive (CSRD) and the Sustainable Finance Disclosure Regulation (SFDR), which respectively apply to all companies in the EU and those specifically in the finance sector.¹⁷⁹ Both the CSRD and the SFDR also affect foreign businesses operating within the EU, including American firms.¹⁸⁰

Further, the EU has required all large, listed companies to fill 40% of their non-executive director positions—or 33% of all directorships—with women by June 2026, according to the Gender Balance on Corporate Boards Directive.¹⁸¹

Board diversity mandates have also been codified in national legislation, such as the Companies Act in Denmark,¹⁸² the Act on Accelerating Economic and Professional Equality in France,¹⁸³ and the Diversity Quota and Targets Act in the Netherlands.¹⁸⁴

Elsewhere, regulators and stock exchanges have stepped in where legislators had yet to tread: The Australian Securities Exchange, in the latest edition of its Corporate Governance Principles and Recommendations, required the top 300 listed companies (ASX 300) to achieve a minimum of 30% board gender diversity and set diversity targets for all levels of their workforces.¹⁸⁵

In the United Kingdom, the Financial Conduct Authority modified its listing rules to require all public companies to fulfill board and management diversity targets—namely, that at least 40% of the Board be women, at least one of the senior board positions (Chair, CEO, Senior Independent Director, or CFO) be a woman, and at least one director be non-white.¹⁸⁶

The Japanese government’s Gender Equality Bureau has likewise released plans to compel all large companies on the Tokyo Stock Exchange (TSE)—this segment of the TSE being referred to as the “Prime Market”—to have one female executive by 2025 and reach a proportion of 30% female executives by 2030.¹⁸⁷ The TSE incorporated these objectives into its listing rules soon after the announcement.¹⁸⁸

Meanwhile, Brazil’s B3 exchange, with approval from the Brazilian Securities and Exchange Commission, set new mandates for all listed companies: First, all companies must elect at least two new directors to their boards by August 2025—one female (defined as “any person who identifies as female, regardless of the sex assigned at birth”) and one from an underrepresented group (defined as black, brown, indigenous, LGBTQ, or disabled).¹⁸⁹ Second, all companies must incorporate ESG performance objectives in executive and director compensation policies by 2025.¹⁹⁰

The most recent edition of the Dutch Corporate Governance Code similarly mandated that companies integrate “sustainability objectives” into executive remuneration policies in order to promote balance among “people, planet and profit” factors.¹⁹¹

When we vote, we do so with the understanding that companies must comply with all applicable laws and regulations. Yet we continue to see companies voluntarily constraining themselves with social pledges and environmental pursuits beyond those required by law, and in such instances, we cast our vote to promote innovation, growth, and shareholder value.

GOLD FIELDS LIMITED

South Africa

Based in Johannesburg, Gold Fields is one of the world’s largest gold mining companies, operating mines in South Africa, Australia, Ghana, Chile, and Peru.¹⁹² In its latest Governance and Remuneration Report, the company revealed that it linked a combined 25% of the long-term incentive award to ESG objectives, including those for Scope 3 emissions reductions and female representation across the firm.¹⁹³ These metrics also appeared in then-interim CEO Martin Preece’s remuneration scorecard, representing 10% of the total possible payout.¹⁹⁴ Neither the South African government nor the Johannesburg Stock Exchange has mandated that companies adopt such goals or incorporate them in executive compensation.¹⁹⁵

Because we believe that these factors only serve to distract leaders from pursuing initiatives that drive growth and financial returns, Strive voted against Gold Fields’ remuneration proposals, as well as the chairman of the Remuneration Committee, Steven Reid. We also voted against Mike Fraser, the current CEO, for overseeing Gold Field’s targets to reduce Scope 3 emissions by 10% and achieve a proportion of 30% female employees by 2030.¹⁹⁶