STATEMENT ON THE UK STEWARDSHIP CODE
This statement outlines the Firm’s position with respect to the UK Stewardship Code (the “Code”), which was published by the Financial Reporting Council (“FRC”) in July 2010 and amended in September 2012. Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, the Firm is required to make a public disclosure about the nature of its commitment and level of compliance to the Code or, where it does not commit to the Code, to explain its alternative investment strategy.
The Code is a voluntary code, which aims to enhance the quality of engagement between asset managers and listed companies in the UK, to help improve long-term risk-adjusted returns to shareholders and the efficient exercise of governance responsibilities. It sets out good practice on engagement with investee companies and is to be applied by firms on a “comply or explain” basis. It also describes steps that asset owners can take to protect and enhance the value that accrues to the ultimate beneficiary.
The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate. It is of course legitimate for some asset managers not to engage with companies, depending on their investment strategy.
The seven principles of the Code provide that, so as to protect and enhance the value that accrues to the ultimate beneficiary, institutional investors should:
- Publicly disclose their policy on how they will discharge their stewardship responsibilities;
- Have a robust policy on managing conflicts of interest in relation to stewardship which should be publicly disclosed;
- Monitor their investee companies;
- Establish clear guidelines on when and how they will escalate their stewardship activities;
- Be willing to act collectively with other investors where appropriate;
- Have a clear policy on voting and disclosure of voting activity; and
- Report periodically on their stewardship and voting activities.
THE FIRM'S POSITION ON THE CODE
It should be noted that given the Firm’s specialist focus on private debt, the number of occasions on which the Firm will be involved in UK equity investments, will be limited. Therefore, the Code’s relevance has limited applicability to the Firm’s investment activities.
The Firm has chosen not to formally commit to the Code given the nature of the Firm’s asset base and its investment approach.
The Firm’s approach in relation to engagement with issuers and their management, is determined on a global basis. A consistent global approach is taken to engagement with issuers and their management in all of the jurisdictions in which the Firm invests and, consequently, the Firm does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction and feels that the Code is not appropriate to the Firm’s business model.
However, whilst the Firm has not made a formal commitment of compliance with the Code, its alternative investment strategy as set out above, is generally supportive of the spirit and aims of good stewardship as contained within the Code. As such, in practice, the Firm would take into consideration the principles as set out in the Code.
This Statement is reviewed annually and updated where necessary to reflect changes in circumstances and actual practice. Should the Firm’s position change we will review our commitment to the Code and make appropriate disclosure at that time.
For further details on any of the above information please contact the Firm’s Compliance Officer.