DISCLOSURE OF COMMITMENT TO THE FINANCIAL REPORTING COUNCIL’S
U.K. STEWARDSHIP CODE
Introduction
Under COBS 2.2.3R of the FCA Handbook 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:
- the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code; or
- where it does not commit to the Stewardship Code, its alternative investment strategy.
The purpose of the UK Stewardship Code 2026 (the “Code”) is to establish the core principles of effective stewardship and to set a high standard of transparency for asset owners and asset managers, and for the service providers that support them.
The Code defines stewardship as the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries.
The Code comprises a set of ‘apply and explain’ principles (“Principles”) for asset owners, asset managers and service providers. The Code offers the flexibility for firms to apply the Principles in ways that are best tailored to their approach and activities..
Statement of Commitment to the UK Stewardship Code
Caygan Capital Ltd (“CCL”) is authorised and regulated by the Financial Conduct Authority (“FCA”) as a MiFID investment firm. Its parent company, Caygan Capital Pte. Ltd. (“CCPL”), holds a capital markets services licence issued by the Monetary Authority of Singapore to perform the regulated activity of fund management. CCPL’s business involves providing (i) fund management services to offshore collective investment schemes, and (ii) trading advisory services to its clients. CCL was established to provide marketing, investment research, investment advisory, and limited investment management services to facilitate CCPL in conducting its business. Together, CCPL and CCL (collectively, “Caygan”) issue a public disclosure in relation to the nature of Caygan’s commitment to the Code.
Caygan supports the principles underlying the Code and our approach to the Code principles is explained below. We will seek to review this statement on an annual basis, and update this where necessary to reflect changes in actual practice. Should you require further information on Caygan’s approach to the Code please contact compliance@caygan.com.
Policy and Context (P&C) Disclosures
Disclosure A: Organisation, investment beliefs and stewardship approach
Describe your organisation, your investment beliefs, your clients or beneficiaries and how that informs your approach to stewardship.
Caygan is set up as an investment firm to provide investment advisory and/or investment management services. It seeks to generate mid to long-term value for its clients.
Caygan has established its responsible investment and operations policy outlining the minimum standards that need to be adhered to in the provision of any investment service by Caygan. A copy is made available to our clients on request.
Disclosure B: Governance and resources
Describe how your resources enable effective stewardship.
Caygan’s statement of commitment to the Code is reviewed and approved by the board of directors on an annual basis.
Caygan has, taking into account the size, scale, and complexity of its business, appropriately resourced stewardship activities, including its organisational structure, the experience, qualifications, training, and diversity of its staff, its investment in systems, processes, research, and analysis, and the service providers we engage.
Disclosure C: Policies, processes and review
Describe your stewardship policies and processes, and how you review them.
Caygan has a set of principal policies and internal procedures addressing various aspects of its activities – including its investment operations, compliance, and risk management. A summary list of all of Caygan’s internal policies can be made available to our clients on request.
These policies are reviewed annually by the board of directors and/or the management group (as the case may be), and regular compliance reviews are conducted by the compliance function in each Caygan entity.
In CCPL, an external auditor is engaged on a yearly basis to audit the effectiveness of its controls over its fund management activities and in CCL, an independent compliance consultant reviews its compliance procedures from time to time.
Disclosure D: Conflicts of interest
Describe how you manage stewardship-related conflicts of interest to put the best interests of clients and beneficiaries first.
Caygan identifies and mitigates 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 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 (subject to high water marks / hurdle rates), we believe our interests are aligned.
Disclosure E: Dialogue with clients and/or beneficiaries
Describe how you maintain a dialogue with clients and/or beneficiaries.
We do our best to provide quality investment management service to our clients, which includes timely and regular communications on investment activities.
We keep our clients apprised of all material activities and outcomes of our investment activities, including via monthly reports on the investment activities of the fund(s), regular emails containing performance estimates of the clients’ holdings in the fund(s), and on a yearly basis they receive the audited financial statements of the fund(s) prepared by an independent auditor.
An account of our voting activity (if any) and other stewardship activities can be made available to our clients on request.
Activities and Outcomes (A&O) Report
Principle 1: Integrating stewardship and investment
Signatories integrate stewardship and investment to deliver long-term sustainable value for their clients and beneficiaries.
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:
- Providing feedback to the issuer via electronic or other correspondence;
- Engaging the issuer’s personnel in informal dialogues and discussion;
- Convening face-to-face meetings with key officers of the issuer; and
- 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.
As indicated in Disclosure A, Caygan has established its responsible investment and operations policy outlining the minimum standards that need to be adhered to in the provision of any investment service by Caygan. A copy is made available to our clients on request.
Principle 2: Promoting well-functioning markets
Signatories identify and respond to market-wide and systemic risks to promote well-functioning financial markets.
Caygan reviews its investment strategies regularly. Caygan will closely monitor any rule that may, on being triggered, amplify or accelerate any negative impact on the financial system.
Caygan monitors its investment and accumulated profit and loss (P&L) exposure (if any) in each non-cleared derivative. Where practical from an operational and cost standpoint, Caygan will select an investment in a cleared derivative product over a non-cleared derivative product to achieve the same investment risk exposure.
Where relevant Caygan may take part in industry initiatives to promote continued improvement of the functioning of financial markets.
Principle 3: Engagement
Signatories engage to maintain or enhance the value of assets.
At Caygan, our investment objective is to deliver positive risk-adjusted investment returns by constructing a risk/reward-efficient portfolio for our clients.
We assess and monitor each issuer’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. Where relevant, we will engage with the issuers to obtain clarification on the issuer’s business activities, strategy and/or corporate governance.
The extent of Caygan’s engagement with issuers will be dependent on the asset class and ownership levels. Caygan has committed to proactive engagement for public equities, private equities and private bonds where its ownership exceeds 5% of the issuer, including to recall securities from prime brokers/security lenders in order to exercise our vote where relevant.
|
Proactive Engagement |
||
|
<5% |
>5% |
|
|
Bonds |
No |
No |
|
Equity |
No |
Yes |
|
Derivatives |
No |
No |
|
Private Equity & Debt |
No |
Yes |
We believe we have sufficient expertise and knowledge of each issuer to deal with any concerns that we might have about the issuer’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 holdings. However, in certain circumstances, where we believe the issue is of significance and wish to retain our holdings, we recognise that collective action with other shareholders 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 4: Exercising rights and responsibilities
Signatories actively exercise their rights and responsibilities.
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 issuer; 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) can be made available to our clients on request.
Principle 5: Selection and oversight of managers
Signatories integrate stewardship considerations into their selection and oversight of external managers.
N/A as Caygan does not use external managers.
Principle 6: Monitoring service providers
Signatories monitor and hold to account stewardship service providers.
Caygan maintains a register of service providers engaged, with the following information:
- Name of service provider
- Description of service
- Identifying outsourcing arrangements (if any)
- Primary country of operations
- Expiry / renewal of services date
- Performance review
- Risk rating / screened and cleared against sanctions list
- Date of last performance review
- Annual report (if available)
We perform due diligence on each service provider at the point of engagement, and on an ongoing basis (at least annually), considering factors such as regulatory status, competence, and industry reputation.
Last Reviewed: December 2025 (effective from 1 January 2026)