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CdR CapitaL Ltd – Pillar 3 Disclosure
The latest Pillar 3 disclosure for CdR Capital Ltd can be found here.
CdR Capital Ltd – Stewardship Code Disclosure
Under FCA Rule COBS 2.2.3R, CdR Capital Ltd is required to make a public disclosure in relation to the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code on Corporate Governance (the “Code”) first published in July 2010 and then updated in September 2012. The Code sets out the principles of effective stewardship by investors, and assists asset owners and asset managers, collectively “institutional investors”, to exercise their stewardship responsibilities. The Code is applied on a “comply or explain” basis and is voluntary, aiming to promote dialogue between UK institutional investors and their investee companies with the aim of increasing transparency and thereby returns to shareholders.
The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate. It is of course legitimate for some asset managers not to engage with companies, depending on their investment strategy, and in such cases firms are required to explain why it is not appropriate to comply with a particular principle.
The seven principles of the Code are that institutional investors should:
- Publicly disclose their policy on how they will discharge their stewardship responsibilities;
- Have and publicly disclose a robust policy on managing conflicts of interest in relation to stewardship;
- Monitor their investee companies;
- Establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value;
- Be willing to act collectively with other investors where appropriate;
- Have a clear policy on voting and disclosure of voting activity; and
- Report periodically on their stewardship and voting activities.
Whilst supporting the objectives underlying the Code and adhering to the highest standards of corporate governance and due diligence in respect of its investments, CdR Capital Ltd, having considered the Code, believes that the principles are not applicable to its investment activities at this time. Should that change in the future, CdR Capital Ltd will review its commitment to the Code and update this disclosure accordingly.
CdR Capital Ltd – Shareholder Rights Directive II Disclosure
The Shareholder Rights Directive II (“SRD II”) aims to improve stewardship and corporate governance by firms, including full scope Alternative Investment Fund Manager that invest in shares traded on a regulated market in the EEA, as well as ‘comparable’ markets situated outside of the EEA. Under FCA COBS 2.2.B.5R, we are required to:
- Develop and publicly disclose an engagement policy that meets the requirements of COBS 2.2B.6R; and
- Publicly disclose on an annual basis how our engagement policy has been implemented in a way that meets the requirements of COBS 2.2B.7R; or
- Publicly disclose why we have chosen not to comply.
The engagement policy must describe how we:
- Integrate shareholder engagement in our investment strategy;
- Monitor investee companies on relevant matters, including:
- Conduct dialogues with investee companies;
- Exercise voting rights and other rights attached to shares;
- Cooperate with other shareholders;
- Communicate with relevant stakeholders of the investee companies; and
- Manage actual and potential conflicts of interests in relation to our engagement.
b) financial and non-financial performance and risk;
c) capital structure; and
d) social and environmental impact and corporate governance;
On an annual basis, we must also disclose a general description of our voting behaviour, an explanation of the most significant votes and reporting on the use of the services of proxy advisors. The disclosure must include details of how votes have been cast, unless they are insignificant due to the subject matter of the vote or to the size of the holding in the company.
CdR Capital Ltd has decided that, whilst it supports the aims of SRD II, it has chosen not to comply with the Directive at the present time because the investment strategy pursued by the fund(s), to which it provides investment services to, trade equity positions but only via derivatives/swaps which do not come with any voting rights attached. Should that change in the future CdR Capital Ltd will review its position and if required to comply will do so.
CdR Capital Limited – Dubai Disclosure
CdR Capital Limited is a company limited by shares incorporated in the Dubai International Financial Centre (“DIFC”) and regulated by the Dubai Financial Services Authority (“DFSA”). The Company offers financial services only to Professional Clients with sufficient financial experience and understanding of financial markets, products or transactions and any associated risks. Any such products or services will be available only to Professional Clients as defined under the DFSA Conduct of Business Module.