Blue Harbour Responsible Investing Principles

Blue Harbour was founded on the principles of active engagement with portfolio companies. As an active owner, Blue Harbour collaborates with the management and Boards of our portfolio companies by proactively promoting alpha-generating ideas which unlock shareholder value. In pursuing this strategy, Blue Harbour regularly works to positively influence company policies regarding environmental and social stewardship, corporate governance, board composition, and executive compensation, in order to enhance financial performance. Importantly, however, as a fiduciary, we are required to prudently manage our clients’ capital, and we have a duty to take extra care in our investment decisions so that investments are neither selected nor excluded solely based on social or environmental factors.

Key tenets of Blue Harbour’s responsible investing guidelines include:

• Incorporating environmental, social and corporate governance issues into all of our investment analysis and decision-making processes

• Promoting the acceptance and implementation of good corporate governance principles within the investment industry through participation in events and organizations
• Collaborating with our industry networks and resources to enhance our effectiveness in implementing good corporate governance practices
• Maintaining a strict policy to thoughtfully consider our proxy voting positions and to cast votes in a manner that encourages strong corporate governance practices to enhance long-term shareholder value
• Promote responsible investing principles and regularly engage in such dialogue with our portfolio companies and investment prospects