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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 the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2A.5, CdR is required to make a public disclosure on its website in relation to the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code (“Code”).
The Code was first published by the FRC in July 2010 and it was updated in September 2012. Subsequently, the FRC published the new UK Stewardship Code 2020 (“2020 Code”), which took effect from 1 January 2020, and consists of 12 Principles for asset managers and asset owners and 6 Principles for service providers.
The Code applies on a ‘comply or explain’ basis and is voluntary aiming at enhancing the quality of engagement between institutional investors and companies, to help improve long-term returns to shareholders and provide for the efficient exercise of governance responsibilities by setting out good practice on engagement with investee companies that institutional investors should aspire to.
The FRC defines ‘stewardship’ as ‘the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.’
The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that some 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 2020 Code twelve Principles are:
- Signatories’ purpose, investment beliefs, strategy, and culture enable stewardship that creates long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.
- Signatories’ governance, resources and incentives support stewardship.
- Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first.
- Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system.
- Signatories review their policies, assure their processes and assess the effectiveness of their activities.
- Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them.
- Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues, and climate change, to fulfil their responsibilities.
- Signatories monitor and hold to account managers and/or service providers.
- Signatories engage with issuers to maintain or enhance the value of assets.
- Signatories, where necessary, participate in collaborative engagement to influence issuers.
- Signatories, where necessary, escalate stewardship activities to influence issuers.
- Signatories actively exercise their rights and responsibilities.
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, having considered the 2020 Code, believes that the Principles are not applicable to its investment activities at this time. Should that change in the future, CdR 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:
b) financial and non-financial performance and risk;
c) capital structure; and
d) social and environmental impact and corporate governance;
- 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.
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.