Ann Torre Bates

About Ann Torre Bates

Independent Trustee of Templeton Emerging Markets Income Fund (TEI) since 2008; born 1958; oversees 26 portfolios in the Franklin Templeton fund complex as of March 10, 2025 (29 in 2024); prior CFO at NHP Incorporated and VP & Treasurer at US Airways; director on multiple public company boards. She is classified as an Independent Trustee and serves on TEI’s Audit Committee; education is not disclosed in the proxy materials .

Past Roles

External Roles

Board Governance

• Independence: Ann Torre Bates is an Independent Trustee; TEI’s Audit Committee is comprised entirely of independent trustees under NYSE standards .
• Committee assignments: Audit Committee member; Audit Committee Chair is David W. Niemiec; Bates is not listed on the Nominating Committee (Holiday—Chair, Luttig, Thompson) .
• Lead Independent Director: Edith E. Holiday is Lead Independent Trustee .
• Attendance: In FY2024, Board met 5 times, Audit Committee 4 times, Nominating Committee 2 times; each trustee attended at least 75% of Board and committee meetings; no trustees attended the May 23, 2024 annual meeting. In FY2023, Board met 6 times, Audit Committee 5 times, Nominating Committee 2 times; each trustee attended at least 75%; no trustees attended the May 25, 2023 annual meeting .
• Risk oversight/executive sessions: Independent Trustees meet in executive session with the CCO; the Board and Audit Committee receive regular risk/compliance and internal audit reports .

Committee Memberships and Roles

Fixed Compensation

• Compensation framework (Independent Trustees): Annual retainer $220,000; $10,000 per regularly scheduled Board meeting; Audit Committee retainer up to $10,000; $3,000 per Audit Committee meeting; Audit Committee Chair additional $25,000; Lead Independent supplemental retainer $50,000; portions allocated to TEI. Independent Trustees reimbursed for travel/meeting expenses .
• Payment source: Interested Trustees are not compensated by TEI; officers’ salaries and Interested Trustees’ expenses paid by the manager/affiliates; no pension benefits accrued as fund expenses .

Ann Torre Bates – Reported Compensation

Performance Compensation

• Equity/Option awards: Not disclosed in TEI’s proxy materials for Independent Trustees; the framework described is cash-based with a mandatory share investment policy rather than equity grants .
• Mandatory ownership policy: Each Board member must invest one-third of their fees annually in Templeton funds until holdings equal/exceed three times annual retainer and regular meeting fees; all current Board members are compliant .

Performance Metric Linkage Table

Other Directorships & Interlocks

• Current public boards: Ares Capital Corporation; additional closed-end funds in Ares platform (Ares Strategic Income Fund; Ares Core Infrastructure Fund). Former boards: UNFI and Navient .
• Interlocks/conflicts: TEI is managed by Franklin Templeton; Ares entities are separate; no related-party transactions involving Bates are disclosed in the proxy sections reviewed; Audit Committee charter explicitly oversees related party transactions/conflict situations .

Expertise & Qualifications

• Financial and corporate governance experience: Former CFO of a major corporation and board member of multiple public companies; consistent with Audit Committee financial literacy requirements (no individual “financial expert” designation disclosed) .
• Emerging markets/governance exposure: Service on multiple fund boards within the Franklin Templeton complex; Audit/Nominating structures emphasize independence and compliance .

Equity Ownership

• Ownership alignment policy: Board members must annually invest one-third of fees in Templeton funds until holdings reach ≥3× annual retainer+meeting fees; current Board members (including Bates) are compliant .
• Shares pledged/hedged: Not disclosed in proxy materials .

Governance Assessment

• Strengths: Clear independence; active Audit Committee membership; consistent attendance at or above the 75% threshold; formal ownership alignment policy requiring meaningful holdings in Templeton funds; Board structure with Lead Independent Trustee and executive sessions supports independent oversight .
• Considerations: Heavy multi-board workload (13 boards in 2024–2025) may present “overboarding” risk; NYSE audit committee rules require the Board to assess simultaneous service, and the charter references this; no individual financial expert designation disclosed for Bates even though her CFO background is strong .
• Engagement signal: No trustees attended the 2023 and 2024 annual meetings, which can be perceived negatively by some governance-focused investors, though not uncommon in closed-end funds; meeting attendance otherwise met thresholds .
• Audit oversight nuance: Audit Committee has not adopted written pre-approval policies under Reg S-X, relying on direct pre-approval or delegated authority; while permissible, some investors prefer formal policies; non-audit services to the Investment Manager and affiliates are disclosed and considered for auditor independence .

Meeting Activity and Attendance

RED FLAGS

• Overboarding risk: 13 boards within the Franklin Templeton complex, plus multiple external boards, requires Board determinations under NYSE rules; monitoring time commitments is prudent .
• Shareholder meeting engagement: No trustee attendance at consecutive annual meetings (2023, 2024) .
• Auditor pre-approval policy: No formal written pre-approval policies; direct approvals/delegations used for non-audit services to the Investment Manager and affiliates .