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Good governance goes a long way
We structure our policies and framework to ensure each layer of our business and investee company exercises good governance and stewardship to deliver the best long-term shareholder value.
Role of Investment Division
Investment Stewardship Functions
Strategised and Implement Investment Stewardship Functions for PNB Group
- Maintain a database of potential Board candidates based on a diverse skillset, background and gender.
- Review the Board composition and effectiveness of the Strategic, Controlled or other Investee companies.
- Recommend the appointment of PNB Nominee Directors in selected investee companies.
- Assessment of the talent bench of PNB Strategic companies namely mission critical positions.
- Review and benchmarking of Board and CEO remuneration of PNB investee companies.
Advocacy of good corporate governance, transparency and responsible investment, in line with industry best practices and Voting Guidelines of PNB.
Analysis, recommendation and publication of proxy voting in relation to general meetings of the investee companies, guided by the Voting Guidelines of PNB.
Driving shareholder activism by engaging other institutional investors and selected investee companies through the Institutional Investors Council. Collaboration with other key stakeholders to drive better regulation, shareholder value and partnerships in the area of corporate governance.
- Drive Net Zero Portfolio target setting, strategies and financed emissions measurement.
- Implement climate-related commitments and coordinating with investment teams to build fundamental climate capabilities.
- Identify and recommend climate related tools for investment making processes and data collection for new investments.
- Coordinate and support investment teams to enhance deployment into Green and Transition assets.
- Identify strategies to manage labour-related and nature-related exposures for PNB and Investee Companies.
- Engage with Investee Companies and stakeholders to ensure alignment with PNB’s policies related to labour and biodiversity.
- Coordinate and support investment teams to manage labour and biodiversity related risk and opportunities.
- Manage PNB’s participation in ESG-linked industry affiliations to maximise our contribution and value.
- Research, explore and coordinate engagement activities on ESG-related areas with investee companies, ESG-related affiliations and experts and other relevant agencies.
- Develop strategies to support integration of ESG-factors in investment decision-making with asset class teams.
- Monitor progress of engagements against its objectives.
Stewardship
We practice our stewardship responsibilities and extend them to our investee companies to ensure the entire group implements proper governance to deliver the best long-term value to our shareholders.
Stewardship Framework
Our stewardship framework outlines the philosophy and expectations for investee companies, public investors, and the general market. It also complements the existing Strategic Investment Framework to guide us in creating important values and improving the performance of PNB's investee companies.
Best Practice Governance
1. Transparency and effective engagement
- Transparency in Voting
- Escalation Matrix
2. Clear and transparent Voting Guidelines
3. Appropriate board representation and appoint rights
- Effective BOD
- Right pool of Board candidates
4. Board effectiveness assesment
- Effective Board engagements and assesments
- Board development programmes
Stewardship Policies and Engagement Approach
Pre-AGM Shareholder Letter
- An annual public letter issued to the Strategic Company’s Board of Directors ahead of the AGM.
- The investee companies are requested to publish and explain its Total Shareholder Return (TSR) performance and its key drivers, as well as how management plans to address any underperformance.
- Seek answers on other material issues at the AGM
Annual Engagement
- Private engagement sessions with the Board and/or Management of strategic investee companies
- Serves as a platform to discuss our expectations on company performance, strategy direction, governance practices, and other related matters.
Shareholder Letter
- A formal private written communication reflecting a heightened level of concern compared to the Pre-AGM Shareholder Letter.
- Formally articulate specific concerns, expectations, and required actions, and to seek clearer accountability from the Board and Management.
Activist Letter
- An escalated engagement measure, deployed where earlier engagements efforts have not resulted in satisfactory outcomes.
- Presents a comprehensive and detailed analysis of PNB’s concerns.
- Specifies clear corrective actions, expectations, and timelines.
- May be issued privately or publicly
Exercise Voting Decision
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Active participation in AGMs and EGMs, including voting on:
- Board of Director’s re-elections
- Key resolutions relating to governance, remuneration, Capital management, and shareholder rights.
- Voting decisions are used as a form mechanism to signal support or dissatisfaction with the Company action.
Divestment to Reduce or Exit
Policies and Guidelines
PNB places good governance and stewardship responsibilities as fundamental aspects of our operations. We extend these standards to our investee companies through consistent engagements to deliver long-term shareholder values.
We implement the following guidelines to monitor our investee companies and provide a guiding principle in exercising their governance and voting.
Proxy Voting
A Proxy of Change
Our core belief is that every voice matters. Conducting General Meetings reflects our democratic values. To emphasise our beliefs, we disclose our summaries, share live vote analysis, and include the voting rationale for each vote.
To view our historical voting decisions from January 2019 to December 2022, please click
Proposal Category Report
| Proposal Category Type | For | Against | Abstain |
|---|---|---|---|
| TOTALS | 1683 | 164 | 24 |
| Audit/Financials | 266 | 1 | 0 |
| Board Related | 878 | 45 | 19 |
| Capital Management | 137 | 77 | 4 |
| Changes to Company Statuses | 72 | 5 | 1 |
| Compensation | 289 | 18 | 0 |
| M&A | 22 | 0 | 0 |
| Meeting Administration | 3 | 1 | 0 |
| Other | 8 | 2 | 0 |
| SHP: Compensation | 1 | 1 | 0 |
| SHP: Environment | 0 | 4 | 0 |
| SHP: Governance | 5 | 1 | 0 |
| SHP: Misc | 1 | 0 | 0 |
| SHP: Social | 1 | 9 | 0 |
| Country of Origin | Annual Shareholders' Meeting | Special Meeting |
|---|---|---|
| China | 5 | 11 |
| Hong Kong | 12 | 3 |
| Indonesia | 1 | 2 |
| Japan | 19 | 0 |
| Republic of Korea | 17 | 2 |
| Malaysia | 876 | 170 |
| Taiwan | 3 | 0 |
| United Kingdom | 3 | 0 |
| United States | 26 | 0 |
| Cayman Islands | 2 | 0 |
| Australia | 1 | 0 |
| Germany | 2 | 0 |
| total | 944 | 188 |
Meeting Type
Annual Shareholders' or Special Meeting by Market
This dashboard is last updated on 12 January 2026