Engagement Policy

The EU Shareholder Rights Directive II (“SRD II”) requires alternative investment fund managers, such as FundRock France AM SAS (FFAM) to develop and publicly disclose a policy on shareholder engagement on shares in investee companies or explain why they have chosen not to do so.

The engagement policy must describe how a firm:

• integrates shareholder engagement in its investment strategies.
• monitors investee companies on relevant matters (e.g. strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance).
• conducts dialogues with investee companies.
• exercises voting and any other shareholder rights.
• cooperates with other shareholders.
• communicates with relevant stakeholders of investee companies.
• manages actual and potential conflicts of interests in relation to its engagement.

FFAM is an Authorised Fund Manager where the investment management function of its Funds can be delegated to third party investment managers whilst retaining overall responsibility for ensuring that the schemes are managed in accordance with the funds’ scheme documentation and any and all applicable regulation.  In that case, FFAM expects all its delegated Investment Managers and if applicable their sub delegated investment managers to adhere to requirements of SRD II or explain to us why they have chosen not to do so. We have systems and controls in place to oversee the delegated investment managers we appoint, including procedures for reviewing their engagement and voting policies, and compliance with such policies.  Because of the above reasons we are currently of the opinion that FFAM doesn’t need to have its own engagement policy.

When the investment management function of its Funds is not delegated, FFAM appoints systematically a financial advisor which is generally the initiator of the Fund. In that case, FFAM expects all its financial advisors to adhere to requirements of SRD II or explain to us why they have chosen not to do so. Our policy is, except specific circumstances to :

• approve the accounts after eventual discussion especially in case of major discrepancies with the business plan and unless there are adverse information;

• follow board recommendation on appointment of Directors or other decision, unless we are aware of cons for this vote or potential issues.