BMO GAM Responsible Investment 2020 Review

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Responsible Investment SolutionsResponsibleInvestment2020 ReviewAdvancing the ESG agenda througha global pandemic

BMO Global Asset ManagementResponsible InvestmentGrowing the GoodContentsThe COVID-19 pandemic has changed much about the waywe live and work; it has been a year none of us could haveexpected. Yet through it our commitment to responsibleinvestment at BMO is as clear as ever.Introduction.32020 engagement .4Stewardship highlights.5SDGs and engagement.62020 milestones .8Voting and corporate governance in 2020 .10Corporate governance highlights .11Votes against management .12Thematic updates.16The economic turmoil and social upheaval of the pandemic hashelped to put long-term sustainability challenges at the heartof the global agenda. Heightened public consciousness of socialinequality, climate change and loss of biodiversity are putting pressure on globalleaders to adopt immediate, integrated action. As investors, we also have a centralrole to play in driving this action, through the responsible allocation of capital andengagement with companies to encourage positive change.In this review, we detail highlights and successes of our active ownership activitiesin 2020. As we look forward to what we can expect in the next decade, we see thenature of engagement evolving. While our one-on-one dialogue with companiesremains essential, wider partnership and collaboration will be crucial to achievingambitious goals. To deliver on the Sustainable Development Goals, the roadmap toa more sustainable future by 2030, we must leverage the skills and experience of allstakeholder groups, strengthening our collective voice.Climate change.22Is climate change engagement having an impact?.24Company case studies.26Investor initiatives.32Public policy.34Engagement themes for 2021 .36Corporate governance focus areas for 2021.38Pioneers in responsible investment.40Stewardship and our purpose.44Research and policies.46We continue to contribute our thought leadership, regularly sharing perspectives ona broad range of topics from climate action to modern slavery to cybersecurity. 2020also saw us publish social and environmental expectations statements, articulatingbest practice management of key issues we encourage companies to work towards.While the pandemic has drawn near term focus on finding solutions to tackleits impacts, the urgency of addressing climate change is unchanged. In 2020 wefurther strengthened our approach to voting by developing a voting policy aimed atencouraging the transition to a low-carbon economy. In 2021, it is imperative that theglobal community intensifies efforts to tackle climate change and the push towardsnet zero emissions, and we are fully committed to playing our part. In December,we set out our ambition to transition all our managed assets to net zero emissionsby 2050 or earlier, as a founder signatory to the Net Zero Asset Managers initiative.Asset managers have a unique and critical role to play in the transition to global netzero emissions. We look forward to building partnerships both with our asset-ownerclients and, through continuing engagement, with the companies we invest in, inorder to achieve this goal.There was a 60% fall in international passenger travel in 2020, with air travel falling to 2003 levels. This has had environmental benefits dueto a significant reduction in emissions, but there have also been significant economic impacts, with the airline industry alone losing over 370billion as a result of the COVID-19 pandemic.11As positive momentum builds around tackling the challenges our societies face, I amexcited for what the future can hold, and proud of the opportunity we have at BMOto make a difference.ICAO, January 2021.Key risksThe value of investments and any income derived from them can go down as well as up and investors may not get back the original amountinvested.Kristi MitchemViews and opinions have been arrived at by BMO Global Asset Management and should not be considered to be a recommendation orsolicitation to buy or sell any companies that may be mentioned.The information, opinions, estimates or forecasts contained in this document were obtained from sources reasonably believed to be reliable2and are subject to change at any time.BMO Global Asset ManagementCEO, BMO Global Asset ManagementResponsible Investment 2020 Reviewcontentspreviouscontinue3

Responsible InvestmentBMO Global Asset ManagementResponsible InvestmentStewardship highlights2020 engagementThis year we celebrated 20 years of running our investor engagement program. The ongoing and constructivedialogue with companies on ESG issues enhances our ability to manage our clients’ portfolios while serving asa route to create positive impact for the environment and society.milestones achieved%Climate changeEof engagement linked togovernance issuesEnvironmentalClimatechange stewardshipEnvironmentalstewardshipLabour ductPublichealthBusinessHuman conductrightsHuman rights25% 9%9% 5%5% 4%4%Corporate governance26%Corporate governanceEnvironmental: almost a third of our total engagement activitiesthis year addressed climate-change-related issues, includingemissions management, energy transition, adaptation and resilience,and deforestation. Key environmental projects we focused onincluded continued engagement with mining companies on tailingsmanagement, and with food companies on environmental risks andimpacts linked to the sourcing of agricultural raw materials.Social: in the context of the pandemic, the largest proportion of ourengagements this year was on social issues. We called for companiesto take the necessary measures to protect the health and safetyof their employees and customers, while ensuring actions did notcontribute to exacerbating inequalities exposed by the pandemic.4Governance: besides the governance issues that we traditionallyengage on, e.g. board effectiveness, executive remuneration andboard diversity, we stepped up our efforts this year to engageon ESG oversight & strategy – particularly around climate changeissues. We also shared our expectations with companies on how theimpacts of COVID-19 should be reflected in approaches to executivecompensation for FY20 and beyond.In 2020, almost 40% of our engagement was done in collaborationwith other investors and stakeholders. This represents a significantincrease from previous years and is aligned with our expectationthat ESG engagement collaboration is on the rise – a rise that wefully embrace. By speaking to companies with a unified voice,investors can more effectively communicate their concerns whilegaining power and legitimacy from the perspective of corporatemanagement. In addition to enhancing engagement success,collaborations can help build knowledge and skills, which is criticalgiven the growing complexity posed by emerging and intersectingESG risks and megatrends.Leadership level20192020Investor relations47%30%Senior executives20%27%Board director (s); non-executive (s)19%25%Operational specialists8%11%Other6%7%BMO Global Asset ManagementFinland21%10%10%25%DenmarkCzech RepublicIrelandUnited KingdomBelgium26%26We engaged with 760 companies across a wide range ofenvironmental, social and governance issues, as follows:company meetings votedNorwayG2 %G6 %The crises of 2020 – the pandemic, economic turmoil and socialupheaval and, running through them all, climate change andbiodiversity loss – have forced a reckoning among governments,businesses and civil society. Our engagement this year and theannouncements made by a significant number of global, influentialcompanies have shown us that these crises have elevated the needfor action on sustainability risk and opportunity in boardroomsglobally. As we navigate the next phase of the pandemic, we willstrive to help companies meet the challenge of making the recoveryfrom COVID-19 an environmentally, economically and sociallysustainable one.11,848Sweden3E 31 % 1 %of engagement linked tosocial issues26343number of engagements%of engagement linked toenvironmental issues43companies engaged3% 3S 4S 431%1,541Companies engagedby issueEngagement is critical to our investment processand to fulfilling our fiduciary duty as active stewards of gSwitzerlandItalyPortugalSpain50 countries coveredby engagementOwing to pandemic-related travel restrictions, we did notvisit countries in person.RussiaCanadaTurkeyUnited StatesCyprusBermudaSaudi uth KoreaIsraelChinaJordanQatarIndiaThailandTaiwanHong azilJapanChileAustraliaSouth AfricaNew ZealandSource: BMO Global Asset Management, as at 31 Dec 2020Responsible Investment 2020 Reviewcontentspreviouscontinue5

BMO Global Asset ManagementResponsible InvestmentHow BMO GAM’s engagement links to SDG goals and targetsSDGs and engagement1.1Since the 2030 Agenda for Sustainable Development was adopted by all UN Member States in 2015, muchprogress has been made to meet the Agenda's goals. With under 10 years left to 2030, all stakeholdersmust focus on decisive action. While many companies now have sustainability strategies aligned with theSDG framework, robust implementation and an acceleration towards meaningful and lasting change is nowimperative. We believe our engagement, 79% of which is aligned with the SDGs, can help towards achievingthe ambitious global agenda.3.8*5.13.b*No SDG5.55%3%6.121%6.38%*2%“The Sustainable Development Goals are more important now than ever. Now is the time to secure the wellbeing of people, economies, societies and our planet. It is possible. So we must make it happen. Together.”OtherAntónio Guterres, UN Secretary-General, January 202181 million jobs lostin Asia-Pacific due toCOVID-19119% of our engagementlinked to SDG 8We engaged lots onworkplace safety, specifically aroundtarget 8.8. Worker protection throughoutsupply chains is paramount, especiallyin the current pandemic conditions.We also continued our work with theWorkforce Disclosure Initiative, whichaims at enhancing relevant and materialworkforce related disclosure.2020 was one ofthe warmest yearson record216% of our engagementlinked to SDG 13We continued to engageon climate change, specifically on target13.2, on topics such as climate riskmitigation, sustainable protein supplychains, deforestation, coal producers, thefinancing of emissions-heavy industryand climate voting agendas. We alsocontinued to be active within the ClimateAction 100 initiative.80% of companies now reporton sustainability3; quality ofdisclosure varies415.2*15.132%We continued to demandbetter reporting, transparency anddisclosure on ESG issues, which linksdirectly into target 12.6. Focus areasincluded green bond reporting, improvingdisclosure on nutrition, and surveyingcompanies on the effectiveness of someof our engagement activities.%*8.219%8.58.713.a12% of our engagementlinked to SDG 125%of engagementlinked to 512.4Source: BMO Global Asset Management, as at 31 Dec 2020SDGs: a framework for investorsThe SDG framework provides an ambitious roadmap towardsa more sustainable world. We believe it is a useful tool forcompanies and investors to be able to contribute to achievingthe objectives of the 2030 Agenda. The framework has createda common language between stakeholders, and we are seeingthat having a positive impact within our engagement. Wehave developed our engagement database to include the 169SDG targets, which allows us to log interactions, progress andresults to this granular level where relevant.6No SDG linkOther SDGs less than 2%. * SDG targets within the denoted goal that are less than 0.5%.21% of our engagement did not have a direct link to aspecific SDG target. Most of these engagement activitiesare on corporate governance, an essential building block increating more sustainable, better run companies. The mainexception is our engagement on board diversity, much ofwhich has covered gender diversity issues, which we see assupportive of SDG 5 and targets 5.1 and 5.5 in particular, butwhich also has a wider application to the achievement ofother goals such as SDG 8 and SDG 10.BMO Global Asset Management1.1 Eradicate poverty and ensure a living wage for all; 3.8 Access to medicines and health-care; 3.b Support research into vaccines and medicines for diseases primarilyin developing countries; 5.1 End all forms of discrimination against women and girls; 5.5 Ensure full equality of opportunity for women, including at leadership levels; 6.1Achieve universal access to safe & affordable drinking water; 6.3 Improve water quality by reducing pollution; 6.4 Increase water-use efficiency to address water scarcity;7.2 Substantially increase the global share of renewable energy; 8.2 Achieve greater productivity through innovation; 8.5 Achieve full and productive employment for all;8.7 Eradicate forced labour, modern slavery & human trafficking; 8.8 Protect and promote safe working environments for all workers; 12.2 Sustainably manage and makeefficient use of natural resources; 12.4 Manage chemical usage and waste throughout their life cycle; 12.5 Reduce waste through prevention, reduction, recycling andreuse; 12.6 Encourage companies to adopt sustainable practices and enhance ESG reporting; 13.1 Strengthen adaptive capacity to climate-related events; 13.2 Integrateclimate change plans into policies and strategies; 13.a Address climate change mitigation for developing countries; 15.1 Ensure sustainable usage of terrestrial freshwaterecosystems 15.2 Promote the implementation of sustainable management of forests; 16.5 Reduce corruption and bribery in all their forms; 16.6 Develop effective,accountable and transparent institution. Source: BMO Global Asset Management, as at 31 Dec 202014ILO, December 2020, 2 World Meteorological Organization, January 2021, 3 KPMG, December 2020. Worldwide sample size of 5,200 companies –‘N100’,UN, 2020.Responsible Investment 2020 Reviewcontentspreviouscontinue7

BMO Global Asset ManagementResponsible Investment2020 milestonesMilestones achieved by issueE28%S 17 %E 44%Our constructive, strategic approach to engagement continues to help us achieve positive outcomes, which wecall 'milestones', while helping to create value for our clients,our companies and the wider society. We record milestones where companies make tangible improvementinS 10%their policies and practices in alignment with our engagement and votingasks. We rank these milestones as one, two or three stars to reflect the significance of the change for thecompany, the market and/or our engagement objectives.46%Business ConductPublic HealthSocialHumanRights– theG%G 55S 10%S 17 %E 44%E28%In 2020, we recorded 343 milestoneswhere companies improved ESG policies and practices following our engagementof milestones linked tocorporate governanceFacebook, Inc.Milestone:8%21%4655%Gof milestones linked toclimate changeJPMorgan Chase & Co«««Milestone:12%of milestones linked tolabour standardsKeyence Corp«««Target: 16.6Target: 13.aIssue: Business ConductIssue: Climate Change21%7%Labour StandardsBusiness ConductPublic HealthHuman Rights12%2%2%1%Corporate Governance55%Source: BMO Global Asset Management, as at 31 Dec 2020BP PLCMilestone:No SDGClimate ChangeEnvironmental Stewardship%G 55«««Environmental – climate-related milestones accounted for over 75% ofthe total number of environmental milestones we logged in 2020. Someof the world’s leading energy companies, including BP, BHP, Glencore,Occidental Petroleum and Royal Dutch Shell, plus regional giantssuch as Dominion Energy in the US and Reliance Industries in India,announced major commitments to significantly cuttheircarbon emissions, promising21%to reach net zero in the coming entialcompanies in other industries,such as Barclays, Ford MotorLabourStandards12%andTesco, made similar commitments.2%2%capital1%disclosure of humanindicators via forceDisclosure Initiative,Corporate Governance55%continues apace. This year, we identified over 20 companies, includingBank of America, Covestro and Waste Connections, that enhancedtheir workforce-related reporting. As for other social-related reporting,two of Greater China’s internet giants, Baidu and Tencent, madeimprovements to disclosures of policies and practices affecting users’data privacy and security.Governance – the trend towards stronger protection of shareholders’rights in North America continued in 2020. An increasing number ofcompanies in the US and Canada introduced annual director electionsand advisory votes on executive compensation, respectively. Acrossthe Pacific, Japan’s 2020 AGM season saw over 30 companies reachone-third board independence. These include giants such as NipponTelegraph & Telephone, SoftBank and Mitsubishi Corp.Novartis AGMilestone:«««Milestone:Vale SA««Target: No SDG targetTarget: 7.2Target: 3.8Issue: Corporate governanceIssue: Climate ChangeIssue: Public HealthMilestone:No SDG««Target: No SDG targetIssue: Corporate governanceIntroduced ContentOversight BoardPledged to align its activitieswith the Paris AgreementImproved capitalefficiency practicesCommitted to become a net-zerocompany by 2050Introduced new targets to increaseaccess to medicinesIncorporated ESG metrics into executiveremuneration plansSet up a board to function as anindependent body to oversee contentmoderation activities and makedecisions that will be binding on thecompany. We consider this will helpimprove Facebook’s overall contentmoderation program. We met withthe company as part of a dedicatedconsultation process and madevarious recommendations on howthis board should operate and bereported on.Committed to align its entirefinancing portfolio to the goals of theParis Agreement, and regularly reporton progress. As JP Morgan Chase isthe largest US bank, and one with asignificant fossil fuel exposure, thiscommitment shows leadership and,importantly, will help better manageportfolio risk. We have activelyencouraged the bank to improveits overall approach to mangingenvironmental and climate risks.Increased the level of dividendpay-out per share followinga share split. We encouragedthe company for several yearsto improve its approach tocapital efficiency, including byreturning a higher proportion ofits excess cash to shareholders.We welcomed this change and willcontinue to engage the companyto push for improvement in otherareas of governance.Announced a commitment toneutralize operational emissions andthe emissions from the use of itsproducts by 2050. BP also signalledthat it will increase investments intonon-fossil fuel businesses over time.We have engaged with the companyon carbon management topics for overa decade. This commitment can helpbetter manage risks and opportunitiesrelated to the energy transition.Set a 2025 target to increase patientreach in low- and middle-incomecountries by 200%. In addition,Novartis plans to increase patientreach of its global health flagshipprograms in leprosy, malaria, chagasdisease and sickle cell diseaseby at least 50% over the sametime period. We have repeatedlyengaged Novartis on improvingaccess to its products.Improved oversight and accountabilityof ESG practices and performance byincorporating relevant ESG metrics torepresent 30% and 20% of short- andlong-term executive remunerationplans, respectively. We have engagedwith company management onsustainability governance and oversightfor a number of years.BMO Global Asset ManagementResponsible Investment 2020 Reviewcontentspreviouscontinue9

BMO Global Asset ManagementResponsible InvestmentVoting and corporate governancein 2020Corporate governance highlights117,820Exercising the right to vote is a key part of our stewardship responsibilities, and an opportunity to influencechange. We regularly engage companies before and after voting to explain our expectations and invitecomment, and to explain our reasons for any votes against management.resolutions votedOur global voting universe is made up of holdings in BMO GAMmanaged portfolios1 and the portfolios of reo clients who havedelegated to us the responsibility to exercise voting rights ontheir behalf. Most of our votes are exercised in the same wayunder BMO GAM voting policy,2 with some votes cast under clientspecific polices. 3 This is reflected in our public voting record throughadditional vote entries for the relevant meetings. The vote statisticsin this report reflect the aggregate voting activity across all BMO GAMportfolios and reo client accounts. The proportion of votes againstmanagement resolutions would be slightly higher if certain clientspecific policies were removed.Meetings with at least one voteagainst managementPublic details of all our voting activity, including rationale for votesagainst management, become available on our website the day aftereach shareholder meeting. Our vote record is available publicly.We publish regular client reporting and annual public reporting,including case studies of notable votes and engagements. OurConflict of Interest Policy and Responsible Investment Approachare on our website. We continued to promote the development ofgovernance best practices through our membership of, and activeparticipation in, influential bodies such as the International CorporateGovernance Network (ICGN), UK Investment Association, 30%Club, UK Investor Forum, Eumedion, Asian Corporate GovernanceAssociation (ACGA), Council of Institutional Investors (CII), InvestorStewardship Group (ISG) and Quoted Companies Alliance (QCA).Ongoing trendsOur ongoing voting and engagement priorities include the promotionof empowered and effective boards and management teams acrosscompanies. We voted against management on approximately 25%of resolutions relating to director elections. This is on a par with lastyear, but is still a disappointing outcome, reflecting the slow paceof improvement in board composition (including independenceand diversity) and effectiveness across markets. We advocateremuneration policies that reward the creation of long-termshareholder value through the achievement of corporate objectives.In 2020, we saw many compensation committees struggling to reflectthe impact of COVID-19 on their business in incentive structures.Executive remuneration remained the most contentious issuedividing investors and management; we voted against managementat roughly 52% of resolutions relating to pay. Our main concernswith pay arrangements were: excessive payouts inconsistent withachieved performance levels, demonstrating misalignment withinvestors and stakeholders; a weak link between corporate strategyand key performance indicators used in pay plans; and excessivefocus on short-term outcomes.23.4%of all resolutions where wevoted against management584companies engaged ongovernance issuesHow we voted in 202011,848governance-relatedmilestonesVotes against management by issue117,820companymeetings voted18827,563resolutionsvotedvotes againstmanagementVoting for climate actionMobilising our voting power is an essential part of effectiveclimate stewardship, and we have developed a systematic votingWith managementpolicy aimed at encouraging the transition to a low-carbonAgainstmanagementWith managementeconomy. Importantly, this policy is not limited to considering AbstainAgainst managementWithholdAbstainhow we vote on climate shareholder resolutions. During 2020, weWithholdidentified investee companies that have fallen behind in climaterisk management based on a set of criteria. We voted against92 management resolutions, such as the re-election of directors,at laggard companies in the financials, oil & gas, utilities andmining sectors, which are systemically important to economicgrowth but face significant challenges in defining and reducingtheir value chain emissions.4 This report covers voting and engagement activity on behalf of our in-house BMO Global Asset Management holdings and those of our reo clients. In 2020, our in-house votinguniverse of funds encompassed funds managed by BMO Global Asset Management across Asia, Canada, the US, EMEA, and BMO Private Bank.2 Our Corporate Governance Guidelines establish a consistent philosophy and approach to corporate governance and the exercising of voting rights. They also explain our use for proxyadvisors and approach to stocklending. The Guidelines and our full voting record are available here.3 BMO GAM is not at present able to provide directed voting in pooled funds to vote a proportion of shares in line with specific instructions from the client.4 BMO GAM, ESG Viewpoint: Voting for climate action, January 202176% one vote against managementAt leastleastAtone vote against management20%76%with managementVotedVotedwith management1%20%3%1%3%On69%69%31%31%With managementmanagementWithAgainst ithhold52%76%76%20%20%1%1%3%3%OnDirectors & BoardRemunerationDirectors & sCapital RelatedOtherShareholder ProposalsOther56%21%56%8%21%2%8%13%2%13%25%of all resolutions related to pay we votedagainst managementof resolutions related to director elections we votedagainst managementExecutive remuneration continued to be the most contentiousissue dividing investors and management. The most commonreasons relate to poor disclosure, misalignment with investorsand excessive quantum.This is consistent with 2019, but is a disappointingoutcome reflecting the slow pace of improvement in boardcomposition & effectiveness across markets.110BMO Global Asset ManagementClick the hyperlinks to access our Corporate Governance Guidelines and full voting record.Source: BMO Global Asset Management, as at 31 Dec 2020Responsible Investment 2020 Reviewcontentspreviouscontinue11

BMO Global Asset ManagementResponsible InvestmentVotes against managementAchieving best practice in corporate governance is a dynamic process between the board, management andshareholders. We encourage companies to engage in the process of shaping and meeting standards of bestpractice as these evolve across different regions.Significant votesand the Shareholder Rights Directive IIWe are committed to transparency in our voting activity. We publish our full voting record with rationales forproposals where we did not support management, among others. Our votes become available on our websiteon the day after a company’s shareholder meeting.We have selected significant votes from our voting record, consistent with the Shareholder Rights Directive II. Our methodology for selection isbased on characteristics of our global voting universe, including aggregate size of holdings in the company, significance of the voting issue fora company or in the relevant market, impact on shareholder value and materiality of the vote to engagement outcomes.Regional chartsVotes by regionVotes against management %AsiaNorth AmericaBarclays plc (UK)GlobalEurope (Incl. UK)Barclays was widely held across BMO GAM and reo client funds and saw a shareholder resolution that receivedsignificant support.10090At the bank’s 2020 AGM, we supported a shareholder resolutionproposing measures that sought to phase out the bank’s financingof the fossil fuel industry. Climate change presents ongoing andserious long-term risks that can impact shareholder value, and weconsider that companies should improve their public disclosure and80706050strategy stetting in relation to climate change. Approximately 24% ofshareholders that voted supported the shareholder proposal, which isa significant level of support. BMO GAM also voted for the company’sown commitment to tackling climate change.Informa plc (UK)40A significant vote against followed a problematic change to the executive remuneration plan.3020In December 2020, Informa called a special meeting to seekshareholder approval of a new executive long-term incentive payplan. The company has been severely affected by COVID-19 andraised capital from shareholders earlier in the year. The proposedmeeting was initially postponed due to shareholder concerns and100%4838113Board Elections602343Capital als44129228All ProposalsSource: BMO Global Asset Management, as at 31 Dec 2020In the US, we continued to be disappointed with the overall standardsof executive remuneration packages proposed to shareholders. Wevoted overwhelmingly against pay plans without clearly disclosedand stretching performance targets, without sufficiently longperformance periods and with excessive severance or terminationprovisions. Poor disclosure of performance metrics and targetsdriving pay-outs in variable incentive plans across many markets in12amendments were made to the scheme. However,

Responsible Investment Responsible Investment 2020 Review 3 BMO Global Asset Management 2 BMO Global Asset Management Growing the Good The COVID-19 pandemic has changed much about the way . we live and work; it has been a year none of us could have . expected. Yet through it our commitment to responsible investment at BMO is as clear as ever.

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