Proxy Voting and Governance

Introduction to BNY Mellon's Proxy Voting and Governance Committee

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The BNY Mellon Proxy Voting and Governance Committee (the "Committee") consists of representatives from certain investment advisory, banking, trust company, and other fiduciary business units (each, a "Member Firm") affiliated with The Bank of New York Mellon Corporation ("BNY Mellon"). The Member Firms include:

  • Alcentra NY, LLC
  • The Bank of New York Mellon
  • The Bank of New York Mellon Trust Company N.A.
  • BNY Mellon, National Association
  • BNY Mellon Trust of Delaware
  • The Boston Company Asset Management, LLC
  • The Dreyfus Corporation
  • Lockwood Advisors, Inc.
  • MBSC Securities Corporation
  • Mellon Capital Management Corporation
  • Standish Mellon Asset Management Company LLC

Typically, as part of the fiduciary relationship between an investment management client and a Member Firm, the client delegates its right to exercise voting authority in connection with the securities being managed by the Member Firm for that client. The Member Firm, in exercising those voting rights on behalf of the client, does so with the guidance and assistance of the Committee. Voting rights are most commonly exercised by casting votes by proxy at shareholder meetings on matters that have been submitted to shareholders for approval.

The Committee functions within BNY Mellon's fiduciary business framework as a sub-Committee of BNY Mellon's Fiduciary Risk Management Committee ("FRMC"). As part of its oversight responsibilities, the FRMC monitors the activities of the Committee and reviews and assists the Committee from time to time with respect to the establishment and implementation of the Committee's proxy voting guidelines (see below) and practices.

Certain investment advisers or other fiduciary business units of BNY Mellon are not part of the Committee, and those businesses have established separate voting practices and procedures in connection with the voting activities they undertake on behalf of their fiduciary clients. For example, information concerning the Committee and the Voting Guidelines do not represent the views of Insight Investment Management Limited, Meriten Investment Management GmbH, The Newton Group or Walter Scott & Partners Limited, and it is possible that the votes cast by any of these firms with respect to a proposal could be different than the voting of the Committee's Member Firms on that same proposal.