Azzad's Proxy Voting Guidelines

According to the Forum for Sustainable and Responsible Investment (US SIF), of which Azzad is a member, the total amount of assets involved in one or more socially responsible investing (SRI) strategies topped $8.7 trillion in 2016. Between 2014 and 2016, SRI assets grew 33%. Money invested in SRI strategies now represents one out of five dollars under professional management in the United States.

Azzad’s commitment to socially responsible investing remains as strong as ever. We vote proxies related to securities held by any client in a manner solely in the interest of the client and consistent with our investment philosophy. Our proxy voting guidelines focus on the following three issues we believe help enhance long-term financial results while supporting broader social goals:

  • Responding to environmental challenges
  • Promoting human rights and economic development
  • Ensuring responsible executive compensation and corporate accountability

We consider those factors that relate to a client’s investment, including how our vote will economically impact and affect the value of the client’s investment. Proxy votes are generally cast in favor of proposals that maintain or strengthen the shared interests of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuer’s board of directors and management, and maintain or increase the rights of shareholders. Proxy votes are generally casted against proposals having the opposite effect. In voting on each and every issue, we abide by our proxy voting guidelines.

These guidelines are reviewed annually and are updated and changed as needed.

Overview

Large corporations today have revenues that far exceed the incomes of most developing nations, or even whole continents. In their primary quest to make more money for their shareholders, they can become detached from their local communities and from human responsibilities. It is our duty to compel these corporations to act more responsibly. We view the right to vote proxies for our client’s holdings as a valuable asset to our clients.

These Guidelines summarize our positions on various issues of concern to ethical investors. They give general indication as to how the advisor, Azzad Asset Management, Inc., will vote on your holdings’ shares. Because we have a fiduciary duty to our clients to examine each resolution offered and the context in which it applies, we vote proxies after considering our client’s investment goals. Therefore, there may be instances in which votes differ from the guidelines stated here. We will generally vote in favor of shareholder resolutions on social and environmental issues.

Because it is impossible to predict all potential voting issues, this listing is not exhaustive. We will vote on issues that arise but are not addressed in these guidelines in accordance with our investment goals. In addition, some issues such as redlining and predatory lending that largely concern banks and insurance companies are not included here because we generally do not invest in their stocks.

For the most part, we will vote in favor of management decisions regarding internal corporate actions such as renewing auditor contracts, boards of directors, and so forth. The only exception will be when we clearly view the decisions to contradict with our clients’ interests.

These guidelines are subject to change without notice.

Social Proposals

  • Lower drug prices: We will support resolutions asking companies to implement and report on price restraint policies for pharmaceutical products.
  • Quality of healthcare: We will support resolutions asking hospitals to submit reports on the quality of their patients’ health care and details of health care practices.
  • Abortion/right to life issues: We will vote case-by-case on resolutions that address right to life issues.
  • Insurance and healthcare companies investing in tobacco: We will support resolutions that ask insurance and healthcare companies not to invest in the stocks of tobacco companies.
  • Sales of non-tobacco products to tobacco industry: We will support resolutions requesting that companies making significant sales from non-tobacco products to tobacco companies end their sales.
  • Smoke-free restaurants: We will support resolutions requesting that restaurants and other public facilities adopt a smoke-free policy.
  • Non-partisanship and political contributions: We will support resolutions requesting that companies provide greater disclosure of corporate campaign financing. We will support resolutions requesting that corporations refrain from devoting resources to partisan political activities.
    Workplace Issues
  • Equal employment opportunity: All corporations have the responsibility to promote equal rights in the workplace. We will support shareholder resolutions calling for action on equal employment opportunity and anti-discrimination. We will support resolutions that ask companies to report on their efforts to comply with federal EEO mandates. We will support resolutions that ask companies to take serious steps to nominate more qualified females and minorities to their board of directors.
  • Labor relations: We will support resolutions requesting that companies adopt and/or report on appropriate codes of conduct that address a number of labor relations issues, including: the use of forced labor, fair wages and safe working conditions, and the right to organize and negotiate with management.


Environment

  • CERES Principles: The Coalition for Environmentally Responsible Economies (CERES) developed an environmental corporate code of conduct in the wake of the Exxon Valdez disaster. Corporations that follow the CERES Principles are committed to (among other things):

    • Performing environmental corporate audits
    • Establishing environmental management practices
    • Assuming responsibility for damages caused to the environment from their operations
      We will support resolutions requesting a corporation to report its current environmental practices, risks, and/or liabilities. We will support resolutions calling for endorsing the CERES Principles.
  • Climate change and global warming: Corporations that contribute significantly to global warming such as oil and mining companies, utilities, and automobile manufacturers have received proposals requesting that they and other companies disclose more information on their environmental effects. We will support resolutions requesting that corporations disclose information on their impact on climate change, reduce the level of greenhouse gas emissions, increase energy efficiency, and increase their investment in renewable energy sources.
  • Genetically engineered (GE) agricultural products: We will support resolutions that ask companies to label products that contain genetically modified organisms. We will support resolutions requesting that companies report on the use of genetically modified organisms in their products.

 

International Operations and Human Rights

  • Affordable drugs for developing countries: We will support resolutions calling for pharmaceutical companies to provide affordable drug treatments to developing countries suffering from HIV/AIDS, tuberculosis, malaria and other diseases. These policies would also protect the companies’ intellectual rights.
  • Northern Ireland — MacBride Principles: The MacBride Principles, a set of equal employment principles, was developed to eliminate religious discrimination in Northern Ireland. We will support resolutions requesting companies report and/or implement the MacBride Principles.
  • Burma: Amnesty International and other human rights organizations have accused the Burmese government of serious on-going human rights violations. We will support resolutions requesting that companies with business operations in Burma adopt labor standards in connection with their involvement. We will support resolutions requesting that these companies report on their Burmese operations. We will support resolutions that demand an end to all operations in Burma.
  • Israel: Since 1967 the international community represented by the United Nations has regarded Israel’s occupation of the West Bank, Gaza Strip, and Golan Heights an illegal occupation. To promote peace and justice in the area, companies have largely refrained from setting up operations in Jewish settlements in the occupied territories. We will support resolutions requesting that companies do not set up operations in Jewish settlements in the occupied territories.
  • Mexican Maquiladora operations: Some companies have set up operations in Maquiladora, Mexico near the U.S. border to capitalize on the area’s lower labor costs, fewer environmental regulations, and the tariff free nature of this zone. However, several reports of human rights abuses have been reported. We will support resolutions requesting that companies prepare reports on their Maquiladora operations.
  • Country-specific human rights proposals: We will support resolutions asking companies with investments in countries with patterns of human rights abuses to develop guidelines or codes of conduct. We will support resolutions calling for the implementation and reporting on International Labour Organization (ILO) codes of conduct, SA 8000 Standards, or the Global Sullivan Principles.
  • Justice for indigenous peoples: We will support resolutions requesting corporation to respect the rights of indigenous peoples, avoid exploitating their natural resources, and negotiating fairly.


Board and Governance Issues

  • Selection of auditor: We will support resolutions ratifying independent auditors, unless there is reason to believe that the auditor’s integrity has been compromised.
  • Board of Directors: The board of directors is responsible for the overall governance of the corporation. As of February 8, 2006, we changed our previous position on voting for boards of directors. We previously withheld all votes. However, as of February 8, 2006, we will generally vote in favor of all the boards of directors nominated unless there is clear reason not to do so.

 

Executive and Director Compensation

  • Disclosure of CEO, executive, board and management compensation: We will support resolutions seeking greater disclosure on executive compensation issues including the preparation of a formal report on executive compensation practices and policies. We will also support resolutions requesting companies to disclose the salaries of top management and the board of directors.
  • Limit executive compensation: We will oppose an executive compensation proposal if we believe the compensation does not reflect the current economic and social circumstances of the company.
  • Performance-based stock options/indexed options: We will generally support resolutions that link executive compensation to corporate performance including the use of indexed options and other indicators.
  • Employee stock ownership plans (ESOPs): We will support ESOPs created to encourage active employee ownership. However, we will vote on a case-by-case basis on any ESOP that intends to prevent a corporate takeover.
  • Pay equity: We will support resolutions requesting that companies provide a race and/or gender pay equity report.
  • Golden parachutes: “Golden parachute” is a popular term for severance agreements that give generous benefits to top executives who are fired or who resign following a change in management because of a takeover. We will support resolutions requesting the right of shareholders to vote on golden parachutes because they exceed ordinary compensation practices. We will evaluate each golden parachute on a case-by-case basis.

 

Mergers and Corporate Restructurings

  • Mergers, restructuring, and spin-offs: In general, we will support management proposals for merger or restructuring if the transaction appears to offer fair value, and other proxy voting policies stated are not violated.
  • Poison pills: Poison pills or shareholder rights plan are instigated by an unwanted takeover attempt and can ultimately make the company appear financially less attractive to the suitor. Typically directors have use poison pills without shareholder approval. We will review on a case-by-case basis management proposals to ratify a poison pill. We will support resolutions asking companies to submit its poison pill for shareholder ratification. We will review on a case-by-case basis resolutions calling for changing an existing shareholder plan.
  • Anti-greenmail proposals: Greenmail is the practice of repurchasing shares from a bidder at an above-market price in exchange for the bidder’s agreement not to acquire the target company. It is considered to be a form of blackmail. Some companies have added anti-greenmail provisions to their charters in an effort to deter the practice. We will support resolutions adopting anti-greenmail charter or bylaw amendments or otherwise restricting a company’s ability to make greenmail payments.