Voting
Active ownership in action: How we use our vote to shape stronger, more sustainable companies.
What are voting rights?
Voting rights are available to shareholders, so they are only a lever of influence for our investments in equities (which are holding shares in a company either directly or indirectly in the underlying funds held by the funds of funds).
Voting rights are an important tool for active owners as they give the right to vote in the decisions companies make in their Annual General Meetings (AGMs). The meetings are an opportunity for investors to have their say on important matters relating to companies.
The votes raised at AGMs are called resolutions, there are two main categories:
Management resolutions
These are put forward by the company’s Board and Executive Team asking for shareholders to approve their past actions or future plans. They represent the majority of items to vote on and cover issues such as electing Board members, executive pay, financial matters, audit and transparency.
Shareholder resolutions
These are put forward by investors, on issues they feel the company is not managing well or represent significant risks. They are a method for investors to escalate concerns when company engagement hasn’t resulted in a desired outcome.
At each company AGM there will be a list of all the resolutions put forward with a recommendation from the company Management on how to vote. For investors they have the opportunity to attend the meeting in person to vote or send their vote instruction electronically through a proxy.
For each AGM there is an outcome for all resolutions which is either a pass, fail or sometimes resolutions are withdrawn. Ordinary resolutions require more than 50% of votes cast to pass. Special resolutions, which are for fundamental changes to a company require at least 75% of votes cast to pass.
Management resolutions will usually receive enough support from shareholders to pass. This is due to proxy voting, where the outcome of voting is usually known ahead of the AGM, so if a Management resolution is likely to fail they may withdraw the resolution. Shareholder resolutions often fail, this can be because investors will take the Management recommended to vote against or not receive support because it is viewed as too prescriptive.
It isn’t just the outcome of the vote that matters, if a significant number of investors have voted against a Management recommendation it sends a signal of dissatisfaction on an issue. Receiving over 30% support for a shareholder resolution is viewed as a significant challenge and as such Management will normally implement at least part of the resolutions demands. Also, if Management feels a shareholder vote will pass they may agree to implement the shareholder’s demands in exchange for a withdrawal of the resolution.
Voting outcomes
Our Investment Adviser, Aberdeen votes on behalf of our directly invested equity funds (Octopus UK Index Tracking Trust and Octopus Climate Change Fund). Voting for equity funds held within our funds of funds is carried out on our behalf by the funds Investment Manager.
Aberdeen vote aligned with their voting policy, which guides their approach to important issues including those in relation to sustainability and governance. We work with Aberdeen Investments on how they make progress on key issues and using their influence through voting.
All votes are important, but not all are viewed as significant. Aberdeen has a way of identifying votes which are considered significant based on an internal categorisation across high profile votes, sustainability and governance issues, engagement outcomes and corporate transactions.
The following votes made by Aberdeen during 2025 are the voting record for our directly invested funds, Octopus UK Index Tracking Trust and Octopus Climate Change Fund. The record shows which key issues the vote relates to, the how Aberdeen voted, their rationale and the outcome of the vote.
Significant votes
Here are the significant votes our Investment Adviser have voted on in 2025.
Environmental
| Company | Matter voted on | Resolution Type | Company voting instruction | Our vote direction taken | Our vote rationale | Outcome |
| Aviva Plc | Approve Climate-Related Financial Disclosure | Management | For | Abstain | While welcoming increased transparency, we abstained because such votes may limit investor challenge, increase corporate risk, impact climate strategy integration, and diminish the board’s direct accountability. | Pass |
| Centrica Plc | Approve Climate Transition Plan | Management | For | Abstain | While welcoming increased transparency, we abstained because such votes may limit investor challenge, increase corporate risk, impact climate strategy integration, and diminish the board’s direct accountability. | Pass |
| Ninety One Plc | Approve Climate Strategy | Management | For | Abstain | While welcoming increased transparency, we abstained because such votes may limit investor challenge, increase corporate risk, impact climate strategy integration, and diminish the board’s direct accountability. | Pass |
| Pennon Group Plc | Approve Climate-Related Financial Disclosures | Management | For | Abstain | While welcoming increased transparency, we abstained because such votes may limit investor challenge, increase corporate risk, impact climate strategy integration, and diminish the board’s direct accountability. | Pass |
| Rio Tinto Plc | Approve Climate Action Plan | Management | For | Abstain | While encouraged by Rio Tinto’s decarbonisation progress, we abstained as these climate votes may limit investor challenge, increase corporate risk, and diminish the board’s direct accountability. | Pass |
| Severn Trent Plc | Approve Net Zero Transition Plan | Management | For | Abstain | While welcoming increased transparency, we abstained because such votes may limit investor challenge, increase corporate risk, impact climate strategy integration, and diminish the board’s direct accountability. | Pass |
| Shell Plc | Request Company Disclose Whether and How Its: Demand Forecast For LNG; LNG Production And Sales Targets; And New Capital Expenditure In Natural Gas Assets; Are Consistent With Climate Commitments, Including Target To Reach Net Zero Emissions By 2025 | Shareholder | Against | Against | We oppose the resolution because Shell committed to additional LNG portfolio disclosures. We will continue engaging Shell on energy transition scenarios and breakeven prices to ensure transparency for shareholders. | Fail |
| SSE Plc | SSE Plc | Management | For | Abstain | While welcoming increased transparency, we abstained because such votes may limit investor challenge, increase corporate risk, impact climate strategy integration, and diminish the board’s direct accountability. | Pass |
Governance
| Company | Matter voted on | Resolution type | Company voting instruction | Our vote direction taken | Our vote rationale | Outcome |
| Anglo American Plc | Authorise Issue of Equity in Connection with the Merger | Management | For | For | We are supportive of the proposed merger between Anglo American and Teck Resources. | Pass |
| Anglo American Plc | Amend Long-Term Incentive Plan | Management | For | Against | Transaction-related remuneration is poor market practice in the UK, and the high minimum guaranteed vesting level dilutes other performance criteria. We note the company withdrew this resolution due to shareholder concerns. | Withdrawn |
| Baillie Gifford US Growth Trust plc | Re-elect Tom Burnet as Director | Management | For | For | Although the board misses diversity targets and UK listing rule targets, due to a recent resignation, we acknowledge historical compliance. We support the re-election, allowing flexibility, and will revisit the position next year. | Pass |
| BP Plc | Re-elect Helge Lund as Director | Management | For | Against | We oppose the Chair’s re-election because BP’s prior strategy had significant shortcomings, leading to performance issues and strategy changes. As a top financed emitter, BP must demonstrate a clear, long-term strategy to address material climate risks. | Pass |
| Centrica Plc | Approve Remuneration Report | Management | For | Against | We are concerned by the executives’ excessive salary increases (up to 28.7%), which vastly exceed the wider workforce’s raises, lack clear rationale, and directly boost long-term variable pay awards. | Pass |
| Deliveroo Plc | Approve Remuneration Report | Management | For | Against | We oppose the remuneration policy due to the CFO’s significant one-off restricted share plan award. Totalling 700% of base salary when combined with the pay policy statement, the size is a material concern. | Pass |
| Microsoft Corporation | Advisory Vote to Ratify Named Executive Officers’ Compensation | Management | For | For | We support this resolution to ensure competitive pay is provided to maintain top management. | Pass |
Social
| Company | Matter voted on | Resolution type | Company voting instruction | Our vote direction taken | Our vote rationale | Outcome |
| Deere & Company | Report on Effectiveness of Efforts to Create a Meritocratic Workplace | Shareholder | Against | Against | Deere currently reports sufficient workforce data to assess its DEI programs. Producing an additional report would be unnecessarily burdensome, warranting a vote against. | Withdrawn |
| Deere & Company | Report on a Civil Rights Audit | Shareholder | Against | Against | While we recognise the possible merits of the Civil Rights Audit Standard, we currently have reservations about requesting the application of a new standard. | Fail |
| JD Sports Fashion Plc | Oversee the Preparation of a Report to Provide Investors the Information Needed to Assess the Company’s Approach to Human Capital Management | Shareholder | Against | Against | JD Sports has enhanced benefits, including maternity leave and eliminating age-based pay banding. We will set milestones for continued disclosure progress, rendering this proposal unnecessary currently. | Fail |
| Marks & Spencer Group Plc | Oversee the Preparation of a Report to Provide Investors the Information Needed to Assess the Company’s Approach to Human Capital Management | Shareholder | Against | Against | M&S pays all direct employees Real Living Wage and sets strong expectations for third-party contractors. Their sufficient disclosure enables shareholders to adequately assess human capital management and associated risks. | Fail |
| Microsoft Corporation | Report on Risks of Microsoft’s ESP being Utilized for Censorship of Legitimate Speech | Shareholder | Against | Against | The resolution overlooks existing safeguards. The European Security Programme counters sophisticated cyber threats through AI-driven analytics, rather than deploying generative AI or facilitating censorship. | Fail |
| Microsoft Corporation | Report on Risks of Censorship in Generative Artificial Intelligence | Shareholder | Against | Against | Microsoft provides robust disclosure on societal AI risks. Its Responsible AI Standard emphasizes transparency and fairness, supplemented by tools to monitor and mitigate bias in generative models. | Fail |
| Microsoft Corporation | Report on AI Data Usage Oversight | Shareholder | Against | Against | Microsoft has strengthened data governance and signed the EU’s voluntary GPAI Code of Practice. Given forthcoming EU AI Act requirements, an additional report risks duplicating regulatory obligations. | Fail |
| Microsoft Corporation | Report on Risks of Operating in Countries with Significant Human Rights Concerns | Shareholder | Against | For | Despite Microsoft’s alignment with human rights principles, recent controversies raise oversight concerns. The proposed report would provide valuable assurance regarding risks associated with global data center developments. | Fail |
| Microsoft Corporation | Human Rights Risk Assessment | Shareholder | Against | Against | Although Microsoft prohibits using services to violate human rights, recent conflicts highlight potential process gaps. Assessing these processes could strengthen oversight and mitigate legal, financial, and reputational risks. | Fail |
| Microsoft Corporation | Report on Risks of Using Artificial Intelligence and Machine Learning Tools for Oil and Gas Development and Production | Shareholder | Against | Against | Microsoft has clear emissions reduction goals. Although Scope 3 emissions rose due to AI and data center expansion, they enforce strict Energy Principles for energy sector clients. | Fail |
| Next Plc | Approve ShareAction Requisitioned Resolution | Shareholder | Against | Against | Although workforce disclosure needs improvement, the company plans to address this. Their approach should align with overall strategy and consider all labor factors, making this proposal inappropriate currently. | Fail |
| Novo Nordisk | Approve Proposal Regarding Regulated Working Conditions at Construction Sites | Shareholder | Against | Against | The proposal lacks compelling rationale, fails to define key terms, and ignores international labor law differences, making compliance unfair and onerous for the company. | Fail |
ESG
| Company | Matter voted on | Resolution type | Company voting instruction | Our vote direction taken | Our vote rationale | Outcome |
| Deere & Company | Report on Statistical Differences in Hiring Across Race and Gender | Shareholder | Against | Against | Deere reports sufficient demographic workforce data in its Business Impact Report. This prescriptive vote to produce an additional report would be unduly burdensome. | Withdrawn |
| Deere & Company | Establish a Board Committee on Corporate Financial Sustainability | Shareholder | Against | Against | We are comfortable with Deere’s‚ current approach to mitigating sustainability risks. The company discloses relevant information which appears to align with US market practice, and committee structures are best left to the board’s discretion. | Fail |
| Deere & Company | Report on Discrimination in Charitable Contributions | Shareholder | Against | Against | Deere provides adequate information and maintains sufficient governance oversight structures regarding its charitable contributions, making the requested report unnecessary. | Fail |
| Linde Plc | Report on Climate Lobbying | Shareholder | Against | Against | The company provides thorough disclosure of trade association memberships and is actively delivering green and blue hydrogen projects driven by strong customer demand. | Withdrawn |