Voting Rights Policy

Transcription

1 Mora Asset Management Luxembourg S.A. Voting Rights Policy October 2015

2 Document type Policy Procedure X Category Group Management Company Target audience X All staff Policy Related policy Related procedure Related checklist Reference Related Regulation CSSF Circular 12/546, Law of 17 December 2010 on Undertakings for Collective Investment, Directive 2009/65/EC, MiFID, Directive 2010/43/EU, CSSF Regulation Key words voting rights, proxy voting, general meeting, annual meeting, strategies voting, shareholder s rights, creditor s rights. Page 2 of 12

3 Approval Process Date of issue: Conducting Officer 1 Management committee Date Conducting Officer 2 Management committee Date Conducting Officer 3 Management committee Date Conducting Officer 4 Management committee Date Compliance Function Date Review Process Review Date: New issuance Date: This document is the property of Mora Asset Management Luxembourg S.A.. It may not be disclosed to any third party without the Management s prior written consent. Page 3 of 12

4 Table of Contents 1. Overview Purpose and Scope Definitions Shareholder Voting Rights Employee Board of Directors Conducting Officers Principles of Voting Rights Voting Rights in case of delegation of Investment Management Reporting Policy Amendment Validity Page 4 of 12

5 1. Overview. The Management Company was incorporated at 9 January 2014 under the name of Mora Asset Management Luxembourg S.A. (hereafter referred to as the Management Company or Mora Asset Management Luxembourg S.A. in the document). Mora Asset Management Luxembourg S.A. is part of Mora Banc Grup S.A., an Andorran private banking group founded in Mora Asset Management Luxembourg S.A. is a management company authorised under Chapter 15 of the Law of 17 December 2010 (the 2010 Law ) relating to Undertakings for Collective Investment and transposing Directive 2009/65/EC ( UCITS IV Directive ) into Luxembourg law. The Management Company must comply with the applicable legal and regulatory requirements, and the provisions of the Commission de Surveillance du Secteur Financier ("CSSF") laid down in circulars and regulations, including without limitations, The Articles 101 to 124 of the 2010 Law (Chapter 15); CSSF Circular 12/546 on the organization of the Management Companies subject to Chapter 15 of the 2010 Law; European Commission Directive 2010/43/EU implementing Directive 2009/65/EC of the European Parliament and the Council; CSSF Regulation 10-04; Directive 2004/39/EC (Markets in Financial Instruments Directive, MiFID ). 2. Purpose and Scope. In compliance with the provisions of Article 23 of the CSSF Regulation and of Section of CSSF Circular 12/546, the purpose of this Policy is to clearly outline the strategy adopted by the Management Company in terms of voting rights attached to the financial instruments in which the Fund under the management of Mora Asset Management Luxembourg S.A. invest. Mora Asset Management Luxembourg S.A., acting as the designated management company to Amura Funds SICAV (the Fund ) and/or to any further investment funds (each a Fund ), is responsible for the execution of the present Policy. Page 5 of 12

6 Voting rights allow shareholders to participate in annual, general and extraordinary meetings and in the decision-making process relating to important corporate events. It is the Management Company s duty to have a "Voting Rights Policy" (the policy defined and outlined in this document) which is fair to all shareholders of the Fund and to act in the best interest of such Fund when casting votes, either itself or when delegating this activity to a third party. The Board of Directors of the Management Company has therefore adopted and implemented this Policy which it believes is adequately designed to ensure that votes are cast in the best interest of the Fund under its management, in accordance with its fiduciary duties. The purpose of this Policy on Voting Rights is to promote honest, ethical conduct and to ensure compliance with laws, regulations, rules and professional standards in order to protect the integrity of the financial market. This Policy on exercising voting rights clearly defines the position of the Management Company in relation to a range of questions affecting companies, in which the Fund invests in, hold stakes. This Policy on exercising voting rights should be seen as a guide; no potential voting scenarios are portrayed. 3. Definitions Shareholder. For the purposes of this policy, shareholder refers to both shareholders and unit holders and means any natural or legal person holding one or more shares/units in the Fund under management of the Management Company (a "Shareholder") Voting Rights. For the purposes of this Policy, and unless otherwise stated, voting rights refer to the legal rights to vote attached to the financial instruments held by the Fund managed by the Management Company (the "Voting Rights"). Page 6 of 12

7 3.3. Employee. Unless otherwise specified, Employee in this policy refers to each employee of the Management Company, irrespective of the function and / or position held Board of Directors. Unless otherwise specified, Board of Directors in this policy refers to the board of directors of the Management Company Conducting Officers. According to the 2010 Law, any Management Company must appoint at least two persons in charge of the effective conduct of its business, these persons being generally known as Conducting Officers also named conducting persons, senior management, senior managers or dirigeants (in French). 4. Principles of Voting Rights. The exercise of shareholders and creditors rights by the Management Company is part of the proper management of investment funds. By exercising voting rights, the Management Company can have an influence on companies and thereby positively influence the company s increase in value sustainably and for the long-term. The decisive factor in the exercise or non-exercise of voting rights is first and foremost the interests of the investor. At the same time, the decisions are made independent of the interests of third parties while preserving the integrity of the market. In accordance with article 23 of the CSSF Regulation 10-4, the Management Company has adopted the policies and procedures set out below regarding the voting of proxies on securities held in Fund accounts ( Policy ). These policies and procedures are designed to ensure that where the Management Company has the authority to vote proxies, the Management Company complies with its legal, fiduciary and contractual obligations. In particular, the company must develop adequate and effective strategies for determining when and how voting rights attached to instruments held in the Funds portfolios are to be exercised, to the exclusive benefit of the UCITS concerned. Page 7 of 12

8 The Management Company in its function as a management company according to Chapter 15 of the Law 2010 ensures that particular care is taken towards investors of the funds when voting rights are exercised. The Management Company uses the following principles when voting rights are exercised: The interests of the investor in the relevant fund assets shall form the exclusive basis for every decision. Decisions on exercising voting rights shall be taken independently of third-party interests. Voting rights shall be exercised in accordance with the investment objectives and policy of the Fund. In so doing, the integrity of the markets must be preserved beyond doubt. In general the Management Company does not attend general and shareholders meetings as well as other meetings (meeting of creditors), because of time-related, organisational or logistical reasons. However, the Management Company checks whether and how voting rights could be exercised on a case by case basis, taking into consideration the costs. The following principles clearly define voting behaviour by the Management Company, each on the basis of information available to the Management Company: Auditors: o If the company appoints an external auditor it should be ensured that they are independent, that the remuneration is appropriate and transparent and that the appointment is for no longer than five years. o If the auditor is also active as an advisor to the company, the advisory fees should not be disproportionately higher than the costs of the audit and must be reported separately. Management Board/Executive Board & Supervisory Board: o The Management Company attaches great importance to the clear definition and separation of responsibilities in the appointment of a company s management board/executive board and the supervisory board/board of directors. o The holding of several strategic positions by one person (e.g. Chief Executive and Chairman) is viewed with criticism. o Furthermore, an appropriate level of diversity and qualification must be taken into account. Page 8 of 12

9 o In the event of possible conflicts of interests or justifiable doubts about qualification, the Management Company reserves the right to vote against the appointment of a new member of the management board/executive board or supervisory board. A direct transition of management board/executive board members to the supervisory board without a cooling-off phase is viewed by the Management Company with criticism. o The remuneration of the management board/executive board and the supervisory board/board of directors and severance payments of any kind should be in line with performance, proportionate, transparent and appropriate to the long-term success of the company. The remuneration structure should prevent the management board/executive board and the supervisory board/board of directors being misled into taking unreasonable risks. Management Report: o The company s management or annual report should be published regularly and be transparent, in order to offer shareholders an overview of the financial situation of the company. Capital Measures: o A capital increase by a company is regarded as positive: if it serves to increase the earnings opportunities of the company clearly and in the long-term if it is done by means of subscription rights and amounts to a maximum of 50% of the share capital in circulation. o In the event of a repurchase of shares, the principle of equal treatment should apply; special advantages for individual shareholders are viewed with criticism. The price of a share should not exceed the market price by 10%. Appropriation of Profits: o A dividend payout should be reasonable and correspond to the financial results of the company. A payout of dividends from capital can be agreed to under certain conditions. Mergers and Acquisitions: o In the event of mergers and acquisitions the purchase price offered should correspond to the sustainable company value. Shareholder Rights: Page 9 of 12

10 o Each individual voting share should incorporate an equal voting right in principle ( One Share One Vote principle). Corporate Governance Code and Best Practice: o Corporate governance issues, which are not mentioned expressly in the above points, should be checked and rated with reference to standard market best practice (e.g. OECD principles). o The company should have formulated a diversity policy and report regularly on its progress. 5. Voting Rights in case of delegation of Investment Management. The Management Company has the ultimate responsibility with respect to the casting of votes relating to Fund's portfolio securities, as part of the general investment management duties undertaken. However, the Management Company believes that the investment managers who are performing the portfolio management of the Fund are the best placed to cast the votes in the most beneficial way possible for the Fund and have access to all relevant information to do so. Therefore, and in cases of a delegation of the Investment Management function, the Management Company will consequently delegate the function of vote casting for the Fund's portfolio securities to the relevant Fund s Investment Manager, subject to ongoing oversight by the Management Company in accordance with the Management Company vote casting policy. Therefore, the Management Company authorises the investment manager of the Fund to exercise its vote casting responsibilities in accordance with this policy, with a view to acting in the best interests of the Fund under his management and to reaching such Fund's investment objectives. This delegation is subject to an on-going review procedure, as described below, for each Fund under management to ensure the best interests of the Fund and its Shareholders are safeguarded. Before entering into any agreement with a new investment manager, the Management Company will perform a due diligence of the investment manager. This due diligence will include a review of the voting strategy of such investment manager as well as the verification that this voting strategy is equivalent and compliant with its own Voting Rights Policy. Page 10 of 12

11 A review of the agreements between the Management Company and the investment managers must be performed and these agreements must be revised, as the need arises and in accordance with the provisions of the CSSF Regulation 10-4, CSSF Circular 12/546 and the present Voting Rights Policy. In case the investment manager intends to modify or amend its voting strategy, it must inform the Management Company prior to the effective adoption of the voting strategy by the investment manager. The Management Company reserves the right to take every measure deemed necessary in this regard at its own discretion. The investment manager must take any measures deemed necessary in order to ensure that he is properly informed of any general and extraordinary meetings and any other corporate event and receives proper and relevant information such as convening notices, agendas, proxy forms and any other relevant documents and information, allowing the investment manager to exercise the Voting Rights, through the custodian bank, in the best interests of the Fund. The investment manager takes any required action in order to prevent or manage any Conflicts of Interests which arise from the exercise of its Voting Rights. In exceptional cases, Conflicts of Interests may however occur. This applies especially when there is a risk that the Management Company or any of the delegated investment managers receives information that limits its ability to execute transactions on account of the Fund, so called "insider information". In such situations, the Management Company or the investment manager may refrain from taking active part in the vote, having regard to the exclusive interests of the Fund concerned. The investment managers have the responsibility to regularly report to the Management Company on their voting activity, in accordance with the provisions set forth thereon in the service level agreement / operating memorandum agreed upon between the investment manager and the Management Company. 6. Reporting. The Management Company will maintain a summary register of the votes exercised and the Conducting Officers will prepare a report for the Board of Directors detailing voting undertaken for the Fund. The Management Company will keep the record at its disposal for the Shareholders, who may consult the voting history of the Fund upon a request to the Management Company. Page 11 of 12

12 7. Policy Amendment. The Conducting Officers of Mora Asset Management Luxembourg S.A. are responsible for updating this Policy in accordance with new developments in corporate governance practices and changes in regulatory (and legal) requirements. The Management Company will keep its Voting Rights Policy for any interested Shareholders at its registered office. 8. Validity. The present Policy enters into force with immediate effect. The Conducting Officers are responsible for the implementation of this Policy. It must be updated by the Conducting Officers. Any change or update of this Policy must be validated by the Board of Directors of Mora Asset Management Luxembourg S.A. as necessary or required due to regulatory changes. This document is being approved by the Board of Directors of the Management Company on 10 December 2015 and comes into effect on the same day. The Policy is reviewed on an annual basis. Any amended version of this Policy must be approved and circulated to the personnel of Mora Asset Management Luxembourg S.A. in accordance with the principles set out in the Master Procedure (MORALUX-GEN-001). Page 12 of 12