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A FORMALISED ENGAGEMENT POLICY

Amundi’s engagement policy has three aspects: engagement for

influence, data collection for rating purposes, as well as voting at

general shareholders’ meetings and the pre-meeting dialogue. It is

an essential component of Amundi’s fiduciary responsibility and its

role as a responsible investor.

Engagement for influence

Amundi has a policy committing it to influence specific issues, helping

companies move towards better practices. Since 2013, the ESG

analysis team has been particularly active regarding six topics. The

ESG analysis and Corporate Governance teams publish this work in

an engagement report, available at

www.amundi.com.

In our fourth engagement report, we took stock of the dialogue

initiated with companies regarding the topics introduced in 2013

and 2014:

p

respect for Human Rights in the mining and petroleum industries;

p

combatting food waste in the agrifoods and retail sectors;

p

conflict minerals.

We are introducing two new topics:

p

the environmental impact associated with coal in the Utilities sector;

p

child labour in the cocoa and tobacco industries.

In addition to these, we support international collective shareholder

initiatives (see Section 3.1.3.3.).

Data collection for rating purposes

To refine the ratings given by the ESG analysis, the extra-financial

analysts meet with companies throughout the year. These are selected

based on the fraction of equity owned by Amundi and the relative

size of the holding in the portfolios or in the benchmark indexes. In

2016, Amundi’s extra-financial analysts met with 205 companies.

Voting at general shareholders’ meetings

and the pre-meeting dialogue

Starting in 1996 we have adopted our own voting policy, updated

yearly, that incorporates environmental and social criteria. We

exercise our voting rights in the general shareholders’ meetings of

the companies our portfolios have invested in.

Our voting policy

(1)

meets a three-fold objective: protect the interest

of shareholders, formalise and make public our desires in terms

of governance so as to facilitate dialogue with the companies and

contribute to the effectiveness of corporate governance as a whole

and thus to the efficiency of the markets.

The shareholder dialogue consists of regular, constructive discussions

with companies where we have the heaviest investment, highlighting

our desires as a responsible investor in regard to the topics presented

at the general shareholders’ meetings. It is structured around a

formalised system (

e.g.

: pre-alerts before the general shareholders’

meetings) and enables greater transparency, additional commitments,

and changes to, or even the discontinuation of, some of the

Company’s practices. In 2016, this engagement involved 240 issuers

through alerts and dialogues initiated by the companies.

Voting campaign

2014

2015

2016

GSMs dealt with

2,576 2,565 2,623

Resolutions dealt with

31,237 32,396 32,771

Significant events in 2016 in terms of engagement

The compensation issue was once again the hot topic of the 2016

voting season. Some countries experienced their first rejection of

say on pay: Renault in France, BP in the United Kingdom and even

Deutsche Bank in Germany. Nevertheless, beyond these high-profile

cases, in which Amundi contributed to the debate, the transparency

of compensation data, the practices and the quality of the dialogue

with the companies showed improvement, particularly in France.

This is reflected in a slight drop in our opposition arguments on this

subject.

However, the core of governance remains the proper functioning of

the Boards, for which truly useful information remains limited, and

objective indicators such as independence are still often insufficient.

Companies are attempting to better highlight the role of their Boards

in their documentation and useful information is increasingly filtering

through via the results of Board evaluations. The main change in

Amundi’s 2016 voting policy was the reassertion of the advantage

of a direct dialogue between investors and the Board. This approach

facilitates both better comprehension of the role and functioning of

the Board and helps ensure that investors’ opinions effectively reach

the Board. France remained slightly out of step with the growth of

this trend in numerous countries. However, 2016 marked a turn and

we were able to enter into direct communication with a much greater

number of directors this year.

Finally, the 2016 season was also marked by the commitment of

shareholders to climate issues. In line with the 2015 resolutions at BP

and Shell, supported by Amundi, we co-filed resolutions requesting

additional information on the climate risk management strategies

of Anglo American, Glencore and Rio Tinto, which were authorised

by these companies’ Boards and approved by a wide margin in

their general meetings. We also participated in initiatives on the

same subject with ENI and Total, which resulted in the publication

of additional information by these companies. Finally, we publicly

announced our support for similar resolutions at Exxon, Chevron and

AES, which however were not approved by their general meetings.

(1) A report on voting rights exercised and shareholder discussions, updated half-yearly, is available on the Amundi website

(www.amundi.com)

.

14

AMUNDI

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2016 Corporate social responsability report

Economic, social and environmental information

Act as a responsible financial institution