Morgan Meighen & Associates Limited is the portfolio manager for two publicly-listed closed-end funds: Canadian General Investments, Limited and Canadian World Fund Limited (each a "fund" or "portfolio", collectively referred to as the "funds" or "portfolios"). The Manager is also the portfolio manager for five pooled funds (Morgan Meighen Income Pooled Fund, Morgan Meighen Growth Pooled Fund, Morgan Meighen Global Pooled Fund, Morgan Meighen Balanced Pooled Fund and Smedley Special Opportunities Fund) and individual portfolios for private investors (each a "portfolio", collectively referred to as "portfolios").
Given its goal of providing individualized service to its clients, the Manager has qualified individual portfolio managers responsible for client portfolios.
In its capacity as portfolio manager, it is the responsibility of the Manager to vote, or decide to refrain from voting, all shares or other voting securities held by each portfolio in accordance with the Manager's best judgment. Matters to be voted on may be of a routine or a non-routine nature. Examples of routine matters include:
- The appointment and compensation of auditors
- The election of the board of directors
Examples of non-routine matters include but, are not limited to:
- Stock-based compensation
- Executive severance compensation agreements
- Shareholder rights plans
- Corporate restructuring plans including mergers and acquisitions
- Going private transactions in connection with leveraged buyouts
- Lock-up arrangements
- Supermajority approval proposals
- Stakeholder or shareholder proposals
In general, the Manager usually only invests, on a portfolio's behalf, in the securities of an issuer if the Manager has confidence in the management of that issuer. As a result, in the normal course of business it is to be expected that the Manager will vote in favour of management's proposals. However, it considers each such proposal on its own merits, and exercises the voting rights in accordance with what it believes to be the best interests of the applicable portfolio.
Multiple Clients Holding the Same Security
If more than one portfolio holds a particular security, each portfolio manager will be responsible for proxy voting in adherence to this proxy voting policy and making a decision that is in the best interest of their respective portfolio(s). In circumstances where a security is held by more than one portfolio and a non-routine matter arises, full documentation will be kept on file to support the decision made by each individual portfolio manager.
Conflicts of Interest
In the event of a potential conflict of interest between the interests of a portfolio and those of the Manager and/or the responsible individual portfolio manager of the Manager with respect to the voting of proxies, individual portfolio managers must refer pertinent proxies to the Manager's ultimate designated person (being an individual appointed from time to time responsible for regulatory and compliance matters, as required to be appointed pursuant to securities legislation) for review and vote in a manner that is consistent with each portfolio's investment objectives. In the event of a potential conflict of interest between the interests of a portfolio and those of the Manager and/or individual portfolio manager, proxies will be voted in accordance with the interests of the portfolio.
Administration of Proxy Voting Policy*
*This section is specifically intended for the Manager's closed-end funds that are reporting issuers as defined by the Ontario Securities Commission, National Instrument 81-106, part 1.2.
All material received with the proxy (annual report, information circular, etc.) is delivered to the individual portfolio manager of the respective fund that holds the security. Voted proxies are filed and kept for a period of two years.
Morgan Meighen & Associates maintains a proxy voting record for each time an applicable fund, in its capacity as security holder, receives materials relating to a meeting of security holders. The proxy voting record will contain the following for each security held by the fund:
- the name of the issuer
- the exchange ticker symbol of a portfolio's securities, unless not available when required
- the CUSIP number for a portfolio security
- the applicable meeting date
- a brief identification of the matter or matters to be voted on at the meeting
- whether the matter or matters voted on were proposed by the issuer, its management or another person or company
- whether the fund voted on the matter or matters
- where applicable, how the fund voted on the matter or matters
- whether votes cast by the fund were for or against the recommendations of management of the issuer
The most recent proxy voting record for CGI and CWF are available in the Financial Reports section for each of the funds.