University of Virginia Library

APPROVAL OF POLICY REVISION UNIVERSITY OF VIRGINIA PROXY VOTING POLICY

The following resolution was adopted:

• WHEREAS, the original Proxy Voting Policy was approved by the Board of Visitors on June 5, 1982;
• WHEREAS, the Ad Hoc Committee on Policy Reform has examined the existing Proxy Voting Policy for accuracy and applicability and has determined that it requires substantive changes;
• WHEREAS, on April 12, 1997, the Ad Hoc Committee on Policy Reform referred the Policy to the Finance Committee for review and revision; and
• WHEREAS, the majority of the Policy relates to actions taken by the Proxy Advisory Committee, and the Proxy Advisory Committee no longer exists;
• RESOLVED that the Proxy Voting Policy dated June 5, 1982 be updated and superseded as follows:

UNIVERSITY OF VIRGINIA PROXY VOTING POLICY

• 1. The Finance Committee, acting for the Board of Visitors, will normally vote on all proxy resolutions in the manner recommended by company management.
• 2. The Finance Committee delegates to the Executive Vice President and Chief Financial Officer the authority to implement this Policy on its behalf.
• 3. The Investment Subcommittee is authorized to direct the Executive Vice President and Chief Financial Officer to vote a specific proxy statement in a particular manner or as a general policy.
• 4. From time to time, a University investment manager may recommend voting against company management on a specific resolution. Under such circumstances, the Executive Vice President and Chief Financial Officer has the authority to accept such a recommendation and vote accordingly, if it is deemed to be in the best interests of the University's endowment.