Under Rule 2.2.3R of the Financial Conduct Authority’s (“FCA”) Conduct of Business Sourcebook (“COBS”), BennBridge Ltd (“BennBridge” or the "Firm"), to the extent that it is managing investments for a professional client (as defined by the FCA), is required to disclose on its website the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, explain the rationale for this choice based on the Firm’s investment approach.
The Code is a voluntary code aimed at enhancing the quality of engagement by asset managers and owners with corporate issuers and sets out 12 principles relating to how investment and stewardship is integrated, including environmental, social and governance (collectively, “ESG”) issues.
The UK Stewardship Code sets out, through 12 principles, the best practice in engaging with investee companies which the Financial Reporting Council (“FRC”) believes institutional investors, by which is meant asset owners and asset managers with equity holding in UK listed companies, should use as guidance. The principles can be summarised as follows:
Purpose and governance
01. Purpose, strategy and governance
02. Governance, resources and incentives
03. Conflicts of interest
04. Promoting well-functioning markets
05. Review and assurance
06. Client and beneficiary needs
07. Stewardship, investment and ESG integration
08. Monitoring managers and service providers
Rights and responsibilities
12. Exercising rights and responsibilities
Consequently, while BennBridge generally supports the objectives that underlie the Code, the provisions of the Code are not considered to be appropriate to the activities currently undertaken by the Firm. The Firm has therefore chosen not to commit to the Code at this time. If BennBridge’s activities change in such a manner that the provisions of the Code become relevant, the Firm will amend this disclosure accordingly.
Shareholder Rights Directive II
Under COBS 2.2B.5R, BennBridge is required to either develop and publicly disclose an engagement policy that meets the requirements of the Shareholder Rights Directive (“SRD II”) or to publicly disclose a clear and reasoned explanation of why it has chosen not to develop an engagement policy that meets the SRD II requirements.
BennBridge’s engagement policy reflects that of its one boutique, Skerryvore Asset Management LLP (“Skerryvore”) and is set out below.
Proxy Voting Guidelines
The Skerryvore Global Emerging Markets Equity strategy will vote on all issues at company meetings where we have the authority to do so. Voting rights are a valuable asset which should be managed with the same care and diligence as any other asset. The process of voting is an important form of engagement. It allows the businesses and management teams which we invest in to receive important feedback on a wide range of issues.
Our approach to proxy voting matches our investment philosophy and process. It is bottom-up, inquisitive and treats each business on a case-by-case basis. We do not believe in a tick-box approach to assessing sustainability and corporate governance. Likewise, we do not vote in a blanket manner. For example – not all controlled companies are bad. If a family is aligned with you as a shareholder and cares about its reputation, having a long-term steward behind a business can improve the quality of the franchise. The underlying principle is to vote in a manner which is in the best long-term interests of our clients. To protect or enhance the economic value of its investments.
The voting process is led by the investment team, utilizing the Institutional Shareholder Services (ISS) proprietary web-based voting and research platform to access research reports for supplementary analysis, and execute vote instructions on behalf of all clients where we have been given discretion to vote. Vote decisions may or may not be in line with ISS’s voting recommendations. All voting decisions are considered on a case-by-case basis in the best interests of clients, and with consideration of any engagement with the investee company.
The platform provides reporting on all our voting activities for internal oversight, engagement, and client reporting purposes.
Part of the responsibility that comes with being an investor is to engage with companies on matters that could affect long-term returns. It also requires us to actively listen, rather than simply instruct. Understanding why a course of action has been followed creates the foundation on which meaningful engagement can occur.
Generally, it is our belief that if we find ourselves voting against management there is a deeper issue with the quality of the business. In turn, this should lead to serious questions around the investment case. Where we believe this is not the case, we will engage with management to better understand their thinking behind a particular resolution. This is often a more constructive way of getting a governance point across than voting anonymously. One of the topics that we have historically engaged several management teams on is incentive structures and alignment of interests. Where we believe proposals are not in minority shareholders’ interests, or where engagement proves unsuccessful, we will vote against a resolution.
We will include in our institutional client reporting materials a summary of ESG, corporate engagement and carbon footprint reporting on a quarterly basis, and proxy voting on an annual basis.
Conflicts of Interest
We believe that there will be very few, if any, material conflicts between the interests of Skerryvore and our clients. We are a focussed partnership operating a small number of concentrated strategies. If a conflict were to be discovered, our policy requires that the clients’ interests take precedence. Our investors or staff will disregard any other relationship, arrangement, material interest or conflict of interest which may serve to influence or appear to influence a member in the exercise of client advice and proxy voting. We have in place clear processes to identify, prevent and manage any potential conflicts of interest. We may not vote in the same manner for all clients. Segregated account guidelines may vary in line with client requirements. We will accommodate clients who have utilised their own exclusion list based on their own sustainability and ethical criteria.
We are long-term investors. A consequence of this is that the businesses we invest in must be sustainable. It is a fundamental part of our far-sighted and fair-minded investment philosophy and process. Please click here to access Skerryvore’s 2023 Sustainability Review, which will give you greater insight into how we have been thinking about and assessing sustainability issues for the businesses we have considered, invested in, and engaged with during the 12 months to 30 June 2023 (the “period”). Page 22 of the 2023 Sustainability Review sets out the corporate engagements during the period.