Pictet Asset Management Limited. The UK Stewardship Code Compliance Statement

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1 Pictet Asset Management Limited The UK Stewardship Code Compliance Statement November 2013

2 Introduction Pictet Asset Management aims to be a leading asset management group worldwide, and as agents of our clients, who are the owners of the companies in which we invest, we acknowledge our fiduciary obligation to engage with portfolio companies on their behalf in such a manner that protects shareholder value and enhances client returns. Principle 1 Institutional Investors should publicly disclose their policy on how they will discharge their stewardship responsibilities. The monitoring of the investments made by Pictet Asset Management on behalf of our clients is a fundamental part of the investment management service provided to our clients, and this document discloses some of the ways in which we implement our approach to fulfilling our fiduciary obligations, by reference to the seven principles of the UK Stewardship Code ( the Code ) issued by the Financial Reporting Council in July 2010 and updated in September Pictet Asset Management is a diverse investment management company with investment expertise that spans a wide range of assets and regions, and includes traditional active, quantitative and passive approaches. The size of holdings in terms of percentage ownership of the companies in which we invest ranges widely, and therefore the practical application of this code will vary considerably across Pictet Asset Management s portfolio management teams. Principle 2 Institutional Investors should have a robust policy on managing conflicts of interest in relation to stewardship which should be publicly disclosed. Pictet Asset Management is an independent asset manager and consequently is free of many of the conflicts of interest that are faced by larger, and dependent financial institutions. Pictet Asset Management recognises that conflicts of interest may arise in the context of the exercising of our stewardship responsibilities, particularly when voting our clients shares. For example, we may have concerns about a company whose pension scheme or senior management are clients of Pictet Asset Management or a Pictet group entity. Pictet Asset Management has therefore implemented robust policies and controls processes for the identification, management, and monitoring of potential

3 conflicts of interest, including those arising from engagement or voting issues. In the event of a conflict of interest arising in the performance of our fiduciary responsibilities, and in particular in relation to the stewardship activities described by the Code, this matter will be referred to the Head of Compliance and to the Pictet Asset Management Executive Board if deemed appropriate, to ensure that we always act in the best interests of our clients. Principle 3 Institutional Investors should monitor their investee companies. The continual monitoring and scrutiny of the companies that we have invested in on behalf of our clients forms an integral part of our investment management processes. This task is carried out by Pictet Asset Management s extensive team of experienced fund managers and investment analysts. In traditional actively managed portfolios, our investment professionals carry out in depth research into prospective investments, using information and opinions obtained from multiple sources, which is likely to include meetings with the senior management and / or board members of the companies concerned. Pictet Asset Management continues to monitor investee companies through the review of information from multiple sources, such as published data, internally and externally produced research, and screening tools. In addition it usually includes periodic meetings with senior management, and as well as discussing and reviewing business activities and developments, our investment professionals would also expect to discuss strategic and governance matters, such as board and management structures, as well as any environmental or social issues. Our fund managers and investment analysts record their discussions with companies in a manner considered appropriate depending on the significance of the meeting and the issues discussed. Our fund managers and investment analysts are experienced investment professionals, and therefore we believe that they are best placed to determine the appropriate level of recordkeeping required, and as a result we do not prescribe a company wide format or medium for the recording of the results of these meetings. Pictet Asset Management is willing to become insiders in certain circumstances for specific limited periods of time. However, to

4 ensure that our ability to deal in stocks is not restricted, we request that Companies and their advisers do not make us insiders without our prior agreement. Fund managers will then determine whether or not to accept the inside information, taking into account the interests of all clients as a whole. Principle 4 Institutional Investors should establish clear guidelines on when and how they will escalate their stewardship activities. Pictet Asset Management s portfolio management teams do not usually assume the role of an activist investor. i.e. we do not invest in a company with a view to actively intervening in its management. However, having invested in a company Pictet Asset Management would take action, where appropriate, to protect or enhance the value of our clients investments. Where we consider that a company is underperforming, and / or where governance or management structures are failing to meet the standards expected, or we have other concerns including strategy and remuneration, we would pursue a number of courses of action which could include expressing our dissatisfaction to management and/or, simply reducing or disposing of our holding in the company concerned. Where it is considered appropriate, and in the best interests of our clients we may take interventionist action, and these actions may include voting at company meetings, writing to the full board of the companies in which our clients are invested to highlight our concerns, initiating discussions with senior management and boards, submitting resolutions at shareholder meetings and interacting with other investors to achieve a joint approach to a company. Each case of intervention should be judged entirely on its own merits, and as a result we have not prescribed strict guidelines on when and how any escalation or intervention should take place. Our fund managers generally interact closely with senior management to review any proposed intervention prior to it taking place, to ensure that it is in the best interests of our clients. Principle 5 Institutional Investors should be willing to act collectively with other investors where appropriate.

5 Where considered appropriate and permitted by regulation and law, Pictet Asset Management may, on occasion, act collectively with other investors, where we believe that collective action will enhance the effectiveness of our efforts in engaging with investee companies and generating positive returns for our clients. As each collective engagement is dealt with individually, and is therefore not a mechanistic exercise, we do not have a set policy for the escalation and performance of collective engagements. Any such collective engagements will be reviewed and approved in advance both by the Pictet Asset Management Executive Board and the Compliance department, to ensure compliance with relevant laws and regulations, (including price sensitive information and concert party rules), and that it is in the best interests of our clients. Principle 6 Institutional Investors should have a clear policy on voting and the disclosure of voting activity. Evaluation of a company s management and strategy forms part of the due diligence performed on companies prior to investment. For the most part therefore, Pictet Asset Management would be supportive of management teams and would be expected to vote with them. To assist us in the exercising of proxy votes Pictet Asset Management uses the services of third party specialists, whose expertise and international experience allows us to vote at all relevant company meetings worldwide. Votes are cast based either on our clients own individual proxy voting policy, or in accordance with the Pictet Asset Management proxy voting policy, a copy of which is available on request. The Pictet Asset Management proxy voting policy takes account of internationally recognised standards, and, subject to the comments above, would not always support the management of the investee company. This policy is subject to regular review and benchmarking. Pictet Asset Management considers that the exercise of proxy votes on behalf of our clients to be a confidential issue between ourselves and our clients, and therefore we do not publicly disclose how we have voted on our clients behalf. We do not engage directly in stock lending for clients. However, where our clients participate in such a program, it is not usually

6 our policy to recall those stocks from loan for voting purposes. Where there are issues with specific jurisdictions or countries concerning shareblocking, our ability to continue to deal without restrictions will take precedence over voting. Principle 7 Institutional Investors should report periodically on their stewardship and voting activities. Pictet Asset Management uses Institutional Shareholder Services ( ISS ) to cast votes at company meetings. ISS provide us with a clear audit trail of all votes that have been cast on behalf of our clients, and we provide full details of all votes cast in clients standard periodic reports. We have not sought an independent opinion specifically on our shareholder engagement process, although our ISAE 3402 Internal Controls review completed by Pricewaterhouse Coopers does include a review of our proxy voting process. A copy of this report is sent to all clients and is available on request. Further information For further information, please contact Nurul Haque, UK & Ireland Senior Business Development Officer on or [email protected] This document is issued by Pictet Asset Management Limited, authorised and regulated by the Financial Conduct Authority.