BlackRock Investment Management (Australia)


			BlackRock

			Our Strengths

			Office Locations

			Management Committee

			Privacy Statement

			How we address your complaints

			Corporate Governance Policy

			Anti-Money Laundering and Counter-Terrorism Financing

			BlackRock in the Community

Personal Investor Login

Client Services Centre
1300 366 100

06 January 2009

Corporate Governance Policy

Principles

Good corporate governance creates the framework within which a company can be managed in the long-term interest of shareholders and as such, should be seen as a driver of shareholder value. We support the initiatives to raise the standards in corporate governance as described in IFSA Guidance Note No. 2.00 “Corporate Governance: A Guide for Fund Managers and Corporations”. However, we believe that it is impossible to create a single set of rules that is appropriate for every public company. There is a risk that in attempting to produce a single set of rules, the substantive issues may be lost. Also the introduction of a code of best practice cannot itself ensure that companies are managed with competence and integrity and in the best long term financial interests of shareholders. We will, therefore, analyse each company and situation on its merits, within a framework of broad support for the principles described in IFSA Guidance Note 2.00.

There are five principles on which we have formulated our policy:

By raising capital from shareholders, companies commit themselves to earning an investment return on that capital. The Board of that company must, therefore, be accountable to shareholders for the use of their money.

Companies and their Boards should be structured with appropriate checks and balances to ensure that they operate in shareholders’ long-term interests and with integrity.

Voting rights are central to the rights of ownership.

Shareholdings held in trust should be voted in the economic interest of the beneficiaries without bias.

Although voting takes place on a number of issues at Annual and Extraordinary General Meetings, there are four areas which are fundamental in protecting shareholder interests:-

	i)	the election of directors;
	ii)	the issuance of equity;
	iii)	the appointment of auditors; and
	iv)	the remuneration of Directors.

Policy

Voting

We support guidelines 1, 2 and 4 of IFSA Guidance Note No. 2.00 as they relate to fund managers and as such, we adopt the following policy on voting.

On behalf of our clients:

We will vote at all general meetings of Australian companies in which our clients are invested;

We will vote in favour of proposals which we expect to enhance shareholder value, and on routine issues where we are generally supportive of a company’s management;

We will vote against proposals which we believe may damage shareholders’ rights or economic interests.

In these situations we may choose to raise our concerns with management in advance. We regard voting against management as a last resort, to be taken after other avenues of influence have been exhausted;

We will abstain on proposals which we feel unable to support but believe that it would be against our clients’ interests to oppose publicly; and

In all situations the economic interests of our clients will be paramount.

We report to our separately managed institutional clients on the issues upon which we have voted and the way that we have voted on a periodic basis.

Summary – Australian Proxy Voting Record – 1 July 2007 to 30 June 2008


		Resolutions	For	Against	Abstain	No Action
BlackRock	Total Number	5234	4272	913	47	2
BlackRock	%	100	81.62	17.44	0.90	0.04

Other Issues

We recognise the principles described in Guidelines 1 to 17 of IFSA Guidance Note 2.00 as they relate to the operation of the Boards of listed public companies. In general, we are supportive of these principles. However, we recognise that at times, general principles may not adequately address specific situations. When assessing a company’s corporate governance practices, and more specifically, how we intend to vote on issues that relate to the governance of a corporation, we will be mindful of principles 1 to 17 of IFSA Guidance Note 2.00. We will vote in a way that maximises the economic return to our investors.

Summary

As fund managers, we have a fiduciary responsibility to our clients to ensure that we manage their investments in accordance with the investment objectives of our funds. The purpose of our corporate governance policy is to protect and enhance the economic interests of our clients. In any situation our behaviour will be determined by this overriding principle.

Top