DISCLOSURE OF COMMITMENT TO THE FINANCIAL REPORTING COUNCIL’S
U.K. STEWARDSHIP CODE
Under COBS 2.2.3 R any firm other than a venture capital firm, which is managing investments for a professional client that is not a natural person must disclose clearly on its website, or if it does not have a website in another accessible form:
(1) the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code; or
(2) where it does not commit to the Stewardship Code, its alternative investment strategy.
Firms which wish to do so may notify the FRC (by email via email@example.com) that they have published a statement; details of each signatory, along with a link to its statement will be listed on the FRC’s website, according to the categories of asset managers, asset owners and service provider here: http: //www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Stewardship-Code/UK-Stewardship-Code-statements.aspx.
The FRC code guidance expects application on a “comply or explain” basis, and is not a rigid set of rules. Where a principle is not being complied with, a meaningful explanation should be delivered enabling the reader to understand the firm’s approach to stewardship. Firms may determine that some, but not all, of the provisions of the Stewardship Code are disproportionate in its case and set out as part of its disclosure why this is the case.
Statement of Commitment to the UK Stewardship Code
Caygan Capital Ltd. (“Caygan”) is authorised and regulated by the Financial Conduct Authority (“FCA”) as a MiFID investment management firm. The Firm’s activities give it the BIPRU categorisation of a ‘BIPRU Firm’.
Under COBS 2.2.3R of the FCA Handbook Caygan is required to make a public disclosure in relation to the nature of Caygan’s commitment to the UK Financial Reporting Council’s Stewardship Code (“the Code”), published in July 2010, and updated in September 2012.
To the extent Caygan is deemed to be “managing investments for a professional client that is not a natural person”, the Code and this statement shall apply.
The Code was published by the FRC, the United Kingdom’s independent regulator responsible for promoting high quality corporate governance and reporting in order to foster investment. The Code is directed at asset owners and asset managers with equity holdings in UK-listed companies and aims to enhance the quality of engagement between institutional investors and companies they invest in. Engagement includes pursuing purposeful dialogue on strategy, performance and the management of risk, as well as on issues that are the immediate subject of votes at general meetings.
Caygan supports the principles underlying the Code and believes firmly in the importance of corporate governance driven by strong boards and executive leadership and sound governance policies that protect and enhance long term shareholder value. Where appropriate, we seek to engage effectively with the managements of firms we invest in to understand better the potential risks and returns in order to achieve optimum returns for our clients. We have set out below the approach taken to the Code principles and explained the approach taken where we consider it not appropriate or proportionate to our business.
Our holdings in investee companies will be small and thus many of the Code principles will not be applied on grounds that they are not proportionate to our size of institution.
We will seek to review this statement on an annual basis, and update this where necessary to reflect changes in actual practice. Where we do this and where it is necessary we will inform the FRC appropriately. Should you require further information on Caygan’s approach to the Code please contact firstname.lastname@example.org.
Principle 1: Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
We do our best to provide quality investment management service to our clients. To this end, we seek to comply with the Code as far as possible. Our commitment to the Code is expressed within this statement.
Principle 2: Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship which should be publicly disclosed.
Caygan is authorised and regulated by the FCA, which requires firms to identify, and mitigate any conflicts of interest between itself, its clients, and between clients that may result in a loss to them. We maintain a conflicts of interest policy and register to satisfy this requirement, which is subject to regular management review.
We have a fiduciary responsibility to act in the best interest of our clients. We do not undertake any other business activities that might give rise to a conflict of interest. We seek to optimise investment returns for our clients through thorough investment research and, since our revenues are dependent on both management and performance, we believe our interests are aligned.
Principle 3: Institutional investors should monitor their investee companies
At Caygan, our investment objective is to deliver superior risk-adjusted investment returns by constructing a risk/reward-efficient portfolio for our clients.
We assess and monitor each investee company’s governance, strategy and performance to ensure it continues to meet the criteria for investment. Financial statements, stock market releases, current market prices and other financial material and information are regularly reviewed.
Our internal monitoring process allows concerns on an investee company to be identified and addressed without delay. We will take all reasonable action to ensure our investment objective is met.
Principle 4: Institutional investors should establish clear guidelines on when and how they will escalate their stewardship activities.
We are committed to and will take all reasonable action to preserve the interests of our clients. Enhancing returns to our clients is our priority.
Measures we may take to protect and enhance the interests of our clients include, but are not limited to the following:
(a) Providing feedback to the investee company via electronic or other correspondence;
(b) Engaging the investee company’s personnel in informal dialogues and discussion;
(c) Convening face-to-face meetings with key officers of the investee company; and
(d) Proxy voting.
We will review each situation on a case-by-case basis and will take into account various considerations, the paramount being the risks to our clients, in determining the appropriate course of action.
Principle 5: Institutional investors should be willing to act collectively with other investors where appropriate
We believe we have sufficient expertise and knowledge of investee companies to deal with any concerns that we might have about the investee company’s business activities, strategy or corporate governance. In most cases we would expect to engage with the board on our own initiative or we may decide to dispose of or reduce our holding. However, in certain circumstances, where we believe the issue is of significance and wish to retain our holding, we recognise that collective action with other shareholder may be more effective. This will be dealt with on a case-by-case basis, and with due regard to our policies on conflicts of interest and inside information.
We will only act collectively where we are satisfied it will not breach legal, regulatory, market conduct or confidentiality obligations applicable. Any collective action will only be used to raise legitimate concerns about corporate issues and/or governance issues. The actions may include discussions with other shareholders about concerns to be raised with the board, joint representations by shareholders to the board and agreement between shareholders to vote in a specific way.
Principle 6: Institutional investors should have a clear policy on voting and disclosure of voting activity
Consistent with our commitment to provide quality investment management service to our clients, we will – (a) decide to participate in a voting exercise of an investee company; and (b) if we decide to participate, exercise our vote in such a manner – that in our opinion will best serve our clients.
Factors that we will take into account in deciding (a) and (b) above include the value of the portfolio holdings in relation to the total holdings, the subject of the vote, jurisdiction where the voting exercise is held, and other relevant factors.
An account of our voting activity (if any) will be made available to our clients on request.
Principle 7: Institutional investors should report periodically on their stewardship and voting activities.
We will provide an account of our engagement and voting activities (if any) to our clients on request.
However, we will not make detailed disclosure on the nature of that activity or conclusions drawn as the information may be confidential, subjective and is often used to inform our investment decisions. As such, our investment performance will reflect whether our engagement with investees has been effective.
LAST REVIEWED: JANUARY 2019