IMPORTANT INFORMATION
All data as at 31 December 2025, unless specified otherwise. This document is issued for information purposes only. It does not constitute the provision of financial, investment or other professional advice. We strongly recommend you seek independent professional advice prior to investing. The value of investments and the income derived from them may fall as well as rise. Investors may not get back the amount originally invested and may lose money. Any forward-looking statements are based on CCLA’s current opinions, expectations and projections. CCLA undertakes no obligations to update or revise these. Actual results could differ materially from those anticipated. All names, logos and brands shown in this document are the property of their respective owners and do not imply endorsement. These have been used for the purposes of this document only. CCLA Investment Management Limited (registered in England & Wales, No. 2183088, at One Angel Lane, London EC4R 3AB) is part of the Jupiter Group, and is authorised and regulated by the Financial Conduct Authority.
Foreword
What is Good Investment?
Our responsible investment approach
2025 a year in action
Stewardship and engagement
Appendix 1: 2025 engagement record
Appendix 2: Shareholder proposals
Appendix 3: Investors supporting CCLA engagement
Appendix 4: Governance and our portfolios
Appendix 5: Climate pledge and portfolio carbon footprint
Appendix 6: Memberships and initiatives
Appendix 7: Industry recognition
Appendix 8: Standards, frameworks and initiatives
2026 Better World
Stewardship outcomes for the year 2025
Share
result
Our voting record
We believe that it is in our clients best interests to vote on all company resolutions, both domestic and overseas, and we aim to do so whenever possible.xx
Fatherhood, Norfolk Probation Service | Courtesy of Koestler Arts
We have a bespoke voting template, administered by proxy voting provider ISS, through which we aim to promote good standards of corporate governance and to reflect the underlying values of our clients.
Our voting guidelines are updated annually. Our full voting record is published quarterly on our website and a summary of our voting activity is included in each of our clients’ quarterly reports.
2025 in numbers
2025 in numbers
0
shareholder meetings voted at
0
countries voted in
0
meetings where we withheld support for at least one director
0
proposals voted on
Voting escalation principles
Voting escalation principles
When used well, voting can be a powerful driver of change. To maximise our positive impact, we observe the following escalation principles:
1
We vote as a house and seek to exercise our clients’ voting rights at all investee companies, irrespective of their country of listing. By default, our voting position is applied to all portfolios under our management. Clients with discretionary mandates can select alternative policies, though this is rarely done.
2
We aim to write to all companies, ideally prior to their annual general meeting (AGM), to explain our voting position. In our experience, anonymous, unsubstantiated voting has little effect. We also use our voting position to complement our wider stewardship work.
3
We hold responsible parties to account for areas within their control and not for areas that they cannot control. For example, voting against the re-election of an auditor where we have concerns about its independence penalises the wrong party. A company’s audit committee chair is responsible for selecting an auditor and should be held accountable.
4
Where progress is found wanting, we are not afraid to escalate. Where we identify a concern – for example, inappropriate executive remuneration – we will first vote against the remuneration policy or report, then against the chair of the remuneration committee, and finally against the entire remuneration committee (in extreme cases, we do so in the year the issue is first identified).
5
We expect directors to respond to shareholders. We vote against a director’s re-election where we have had an unsatisfactory outcome to sustained engagement and voting activity.
2025 proxy voting record
2025 proxy voting record
During 2025, we voted on 2,176 resolutions at 134 company meetings across 123 companies.
We take a strong position on excessive and poorly aligned executive remuneration proposals and continue to hold directors accountable for their actions, including where there is a lack of gender diversity in company leadership. The table below sets out our three-year voting record.
Our three-year voting record
Our three-year voting record
‘Withheld’‡ votes are included within votes ‘Against’. Some of the groups do not sum to 100% due to rounding.
†The executive remuneration figures do not include votes at companies where the board is wholly composed of non-executive directors.
What is voting?
Voting by shareholders is a governance mechanism that allows investors to participate in key decisions affecting a company. Our aim when voting is to promote exemplary corporate governance and to reflect the underlying values of our client base.
Voting on the election of directors
Voting on the election of directors
Every public company should be headed by an effective board that can both lead and control the business, nurturing its long-term success. Although board structures vary by jurisdiction, they typically comprise an independent chair, executive directors, a senior independent (or lead) director and non-executive directors.
Shareholders are responsible for electing board members. When we vote, we look for the following positive attributes in a company’s board:
- The roles of chair and CEO should be held by separate individuals. If one person fills both roles, the board’s ability to exercise judgement independent of management is diminished.
- The board should have an appropriate level of independence from its management team (i.e. independent non-executive directors should hold the majority of seats on a company’s board) and from controlling shareholders.
- Board members should have a clean track record, proven competence and appropriate experience. They should also stand for re‑election annually.
In 2025, we did not support the re-election of 205 directors, some for multiple reasons. The table below shows where we withheld support for directors during the year, and our reasons for doing so.
Our reasons for withholding support for directors, 2025 vs 2024
Our reasons for withholding support for directors, 2025 vs 2024
The 2024 percentages do not sum to 100% due to rounding.
Example:
Diversity – Ashtead Group
We voted against the entire nomination committee of Ashtead Group due to a lack of diversity at board and senior management level. The company’s overall gender diversity at board level fell short of our requirements, while the senior positions – CEO, CFO, chair and senior independent director – were all occupied by men. Sub-board diversity was even lower, with only 22% of senior management roles occupied by women.
Example:
Investment performance – Oakley Capital Investments
Throughout the year, we engaged in multiple meetings and calls with Oakley Capital Investments to address concerns regarding both performance and board composition. A key issue was the appointment of Peter Dubens as a non-executive director, given not only his significant shareholding but also his partial ownership of the investment manager. The voting outcome suggests our concerns were shared more broadly, as 35% of shareholders opposed Mr Dubens’s reappointment.
Voting on diversity
Voting on diversity
We believe that shareholders’ interests are best represented by a diverse board of directors. We also believe that promoting diversity of leadership is the right thing to do. A demographically and cognitively diverse board is more likely to represent the composition of a company’s employees, customers and suppliers.
Diversity may also help a company to identify and respond to market shifts and changes in consumer expectations more effectively than a homogeneous board. Where boards lack adequate diversity, the risk of groupthink rises, debate is stifled and the status quo remains unquestioned. There is also a greater likelihood that new appointments will be based on factors other than merit.
We use the following diversity criteria:
- In the UK, adequate board diversity is considered to be a minimum of 33% female. We believe that larger companies should have more progressive governance structures. Accordingly, for companies in the main developed market indices, we require 40% female directors. For more detail, see the CCLA proxy voting guidelines.
- On ethnic diversity, we follow the recommendations of the Parker Review and require one director from an ethnic minority background for companies in the main developed market indices.
- We also consider the composition of a company’s senior management team, requiring at least 40% female directors for large UK companies and at least two female directors for overseas companies.
Example:
Board level – Thermo Fisher Scientific
For the largest UK- and US-listed companies (defined as FTSE 350 and S&P 500 companies), we require at least one of the following roles to be occupied by a female: an executive position and/or chair of at least one of the audit, remuneration or nomination committees. As this was not the case at Thermo Fisher Scientific, we voted against the nomination committee chair.
Example:
Senior management
While board composition at the following companies did not raise concerns, the lack of diversity at senior management level did: Bunzl, Experian, ICG, Kainos Group, RELX, Rightmove and Unite Group.
Voting on executive remuneration
Voting on executive remuneration
An executive director’s remuneration package should be structured such that their interests are aligned with the long-term interests of the company (and those of its shareholders). While pay should be sufficient to attract, motivate and retain accomplished executives, excessive remuneration can deplete shareholder value.
To prevent interest misalignment, pay structures should be simple and explicitly linked to the long-term objectives of the company – for example, via share ownership.
Executive remuneration should also be linked to both long- and short-term performance targets. These targets should be easy to understand, straightforward to measure and disclosed in the remuneration report. Underperformance against the targets should not be rewarded.
We assess and vote on all executive remuneration proposals according to the following principles:
- Remuneration schemes should not breach good local practice.
- Bonuses should be proportionate and not excessive.
- Long-term incentives should outweigh any short-term bonuses.
- Remuneration schemes should incentivise good conduct.
- Non-financial (and financial) performance metrics should be incorporated.
- Executive remuneration should not exacerbate inequality within the company.
Reasons for votes against remuneration reports in 2025
Reasons for votes against remuneration reports in 2025
The percentages do not sum to 100% due to rounding. Some remuneration packages triggered multiple principles and are counted more than once.
*The category of ‘other’ includes poor disclosure of targets, concerns over pension contributions that are out of kilter with either the market or the wider staff base, and year-on-year double-digit salary increases that ratchet performance pay without a corresponding increase in performance metrics.
Example:
Excessive bonus – Informa
In 2025, the CEO and finance director of Informa received salary increases that exceeded those awarded to the wider workforce. Combined with higher long-term incentive plan (LTIP) award opportunities, this significantly raised these individuals’ maximum potential remuneration. Moreover, the LTIP awards granted in April 2025 were calculated at a temporary share price low, resulting in a disproportionately large number of shares compared to the prior year. This raised concerns about potential windfall gains and further heightened the issue of excessive remuneration.
Example:
Absence of non-financial performance indicators
For several years, we have encouraged the use of appropriate non-financial performance indicators within remuneration metrics, alongside more traditional financial indicators. This year, for carbon-intensive industries, we have specifically looked for the inclusion of climate metrics within the overall remuneration package. The lack of these resulted in us voting against the remuneration report at Broadcom, Synopsys and Texas Instruments.
How does our voting compare to others’?
Our voting guidelines are administered by proxy voting provider ISS, which works to a bespoke CCLA template.
In 2025, the application of our template led us to oppose over four times as many management proposals as the standard ISS recommendations. We did not support management proposals on 20.2% of occasions. If we had applied the vote recommendations in ISS’s standard template, this would have reduced to 4.6%.
Our record on addressing issues with executive remuneration best illustrates our template’s impact. While ISS recommended support for 83.1% of remuneration report or policy votes, we supported just 14.1%, as shown in the table below.
The percentages do not sum to 100% due to rounding.
Voting on climate
Voting on climate
Climate change is a critical issue for investors. We view it as the single largest threat to our planet, ecosystems and communities. At a minimum, we expect all company boards to make an explicit commitment to align their company strategy with the nationally determined contributions associated with the Paris Agreement.
A company’s report and accounts should specify how it will deliver on its climate commitments, including any changes in operations and associated capital expenditure. The company should set interim targets and report on its progress.
On climate grounds, we can vote against the re‑appointment of a company’s auditors, against the chair of the audit committee, against the re-election of the CEO, against the board chair, against the remuneration report, and – in extreme circumstances – against all board members. See our voting guidelines for full details.
Example:
Rio Tinto
Rio Tinto has incorporated material climate-related matters into its financial statements in a way that aligns with its broader reporting. However, we believe the company could strengthen its disclosure of its quantitative climate-related assumptions and estimates. That said, in recognition of the progress the company has made in recent years, we adjusted our vote on the audit committee chair from opposition to abstention.
Example:
Prudential
We do not believe that Prudential has adequate policies in place regarding the financing of fossil-fuel expansion. We therefore voted against the re-election of the CEO.
Example:
Procter & Gamble
The company operates within a carbon-intensive industry. We noted with concern the absence of climate-related financial guidance in both the auditor’s report and the company’s financial statements. As a result, we chose not to support the auditors’ reappointment.
What do trends in 2025 shareholder proposals tell us about changing investor priorities?
The 2025 proxy voting season evidenced clear shifts in shareholder sentiment around sustainability-related themes. This was most likely in response to mounting political scrutiny – particularly in the United States – and a rapidly changing regulatory environment.
In the United States, the number of shareholder proposals saw a marked decrease, from 709 in 2024 to 470 in 2025. This came from recent changes to US Securities and Exchange Commission guidance that have made it more difficult for shareholders to file proposals.
Support for the proposals that made it onto the ballot paper was muted. Support from institutional investors at US companies fell below 25%, reaching its lowest level in nine years. Core governance issues received the highest backing from institutional investors, with broader environmental and social proposals attracting only minimal support.
By contrast, the number of proposals filed outside the United States grew marginally year on year.
Key votes supporting our engagement activity
Key votes supporting our engagement activity
Our voting guidelines are designed to complement our main engagement themes, both for resolutions proposed by management – such as director elections and remuneration proposals – and for shareholder proposals.
This can be reflected in both positive and negative vote outcomes:
- 39 companies where engagement priorities contributed to our negative vote
- 14 companies where our negative vote was overridden due to positive engagement.
Example:
Rio Tinto
In every company, the CEO holds ultimate responsibility for ensuring the effective implementation of climate change policy. In line with our Good Investment framework, we assessed Rio Tinto’s progress using the Transition Pathway Initiative carbon performance indicator, specifically the ‘projected decarbonisation pathway’. According to this assessment, the company’s mining operations are not aligned with what is required to restrict warming to 2 °C when measured by carbon intensity (tonnes of carbon dioxide equivalent per tonne of copper equivalent).
Rio Tinto’s copper operations contribute approximately 14.6% of its total underlying EBITDA (earnings before interest, taxes, depreciation and amortisation). While this segment is expanding, it continues to account for only a small share of the company’s overall emissions. From 2023 to 2024, Rio Tinto’s total emissions declined modestly, primarily due to operational reductions, though its scope 3 emissions increased slightly. Taking these factors into account, we opted to override our default ‘against’ position and instead abstained on the vote relating to the re-election of the CEO.
Example:
Zurich Insurance Group
We believe that the financial sector has an important role to play in addressing climate change. Where we have concerns about a company’s approach in this area, we will withhold support from both the CEO and the Audit Committee chair. Given Zurich Insurance Group’s continued underwriting of oil and gas expansion and its poor Reclaim Finance score, we took the decision to vote against the re‑election of these two appointments.
Example:
Amazon
We have filed shareholder proposals at Amazon on its approach to freedom of association for the past three years. Facing a more challenging environment for filing proposals in 2025, we instead voted against Edith Cooper, chair of the Leadership Development and Compensation Committee.
Ms Cooper is responsible for overseeing the company’s approach to human capital management. Our vote against her election reflects our continued concerns about the company’s current strategy and approach to freedom of association and collective bargaining.
Example:
AstraZeneca
AstraZeneca is one of the companies assessed and ranked annually in the CCLA Corporate Mental Health Benchmark – Global 100+ and has been evaluated on its mental health disclosures for four consecutive years. Despite an open dialogue with the company, it has slipped down the ranking steadily since its first assessment, with its score deteriorating more than that of any company in the benchmark since 2022. We reflected our concern via a vote against the re-election of Pascal Soriot, the company’s CEO.
Annual general meeting attendance
Annual general meeting attendance
AGMs provide investors with direct access to the key individuals at listed companies, typically – at least – the chair, CEO, company secretary and chief finance officer (or equivalents). AGMs are an important accountability mechanism for shareholders. Attendance at such events can be a useful lever for influencing companies’ priorities and management decisions. We attended four AGMs in 2025, set out below.
Example:
Nestlé
Date: 16 April
Location: Lausanne, Switzerland
Theme: Nutrition
Nestlé, headquartered in Vevey, Switzerland, is the world’s largest food and beverage company, with a global presence across nearly every category of nutrition and wellness. Its key global brands include Gerber, Häagen-Dazs, KitKat, Maggi, Nescafé, Nespresso, Perrier and Purina.
AGM strategy
We attended the AGM to reinforce the asks in a letter that we had sent earlier in the month on behalf of the $21 trillion investor coalition Investors in Nutrition and Health. We lead the group of investors in this coalition that wish to engage with Nestlé on the findings of the Access to Nutrition index. At the AGM, we asked the CEO to prioritise this engagement and to galvanise his teams into action in making Nestlé a leader in nutrition. Following the AGM, we received an invitation to visit the company’s research and development site in Lausanne, Switzerland.
Example:
Unilever
Date: 30 April
Location: London, UK
Theme: Climate
Unilever is a British multinational consumer goods company headquartered in London, operating in over 190 countries, with a diverse portfolio of food, beverage, cleaning and personal-care brands. Key brands include Domestos, Dove, Hellmann’s, Knorr and Persil.
AGM strategy
We asked the chair, Ian Meakins, how climate risk is reflected in Unilever’s financial planning and audit oversight. This is an issue we have raised with the company before: it formed part of our long-running engagement as Climate Action 100+ co-lead investors. Mr Meakins explained that the board considers a range of risk assessments covering sustainability and climate matters. He also confirmed that the Audit Committee chair would meet with us to discuss its oversight in more depth. This meeting took place later in the year.
Example:
O’Reilly Automotive
Date: 15 May
Location: Virtual
Theme: Climate
O’Reilly Automotive is a leading specialty retailer and distributor of automotive aftermarket parts, tools, supplies, equipment and accessories, headquartered in Missouri, United States. The company operates more than 6,000 stores across North and South America.
AGM strategy
At the O’Reilly Automotive virtual AGM in May, we continued our engagement after meeting company representatives earlier in the month. We asked whether O’Reilly Automotive would bring its climate-related reporting closer to the financial cycle, as the company’s 2024 environmental, social and governance (ESG) report is not expected until September 2025. The company did not take the question, and only the proponent of a shareholder resolution was heard. A later written reply said O’Reilly Automotive does not plan to change its timetable but will keep the matter under review, and that it believes its timing aligns with that of its peers. This was a missed opportunity for broader shareholder participation at the AGM.
Example:
McDonald’s
Date: 20 May
Location: Virtual
Theme: Modern slavery
McDonald’s, headquartered in Illinois, United States, is the world’s largest fast food restaurant company. It operates over 41,000 restaurants in more than 119 countries worldwide.
AGM strategy
We attended the AGM to follow up on Dame Sara Thornton’s article in The Times (London) alleging that the response of McDonald’s to cases of modern slavery in Cambridge restaurants – reported by the BBC in 2024 – was inadequate. We wished to understand whether remedy had been provided to survivors and what form that had taken. We were disappointed that McDonald’s did not respond to our question, which we had posted online via its shareholder portal.
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xx It may be impractical to vote in certain circumstances – for example, in markets that adopt the practice of share blocking (banning the sale of shares from the date that the vote is filed until the shareholder meeting) or where power-of-attorney requirements result in prohibitively expensive associated costs. In such instances, we may choose not to vote.
‡ There are two main ways to elect a director: by plurality vote or by majority vote. A majority vote is exactly as it sounds: the winning candidate needs to gain more than 50% of the votes. In a plurality vote, the winning candidate only needs to receive more votes than a competing candidate. If a director runs unopposed, they only need one vote to be elected, so any ‘against’ votes are meaningless. Because of this, shareholders have the option to express dissatisfaction with a candidate by indicating that they wish to ‘withhold’ authority to vote their shares in favour of the candidate. A substantial number of ‘withhold’ votes will not prevent a candidate from getting elected, but it can sometimes influence future decisions by the board of directors concerning director nominees.
*Not held in CCLA portfolios as at 31 December 2025.