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Engagement Policy

Overview:

The Shareholders Rights Directive II (SRD II) aims to promote effective stewardship and long-term shareholder engagement by enhancing the transparency of asset managers’ investment strategies. As an investment firm that provides portfolio management services to investors, Hawksmoor is considered an SRD asset manager. This document sets out Hawksmoor’s engagement policy in line with the requirements under SRD II.

Purpose:

Hawksmoor recognises the importance of ensuring that we protect the best interests of our clients. We believe engagement with the companies which we have invested can be an effective way to achieve meaningful change which benefits our clients and therefore some level of engagement maybe required with these companies. This policy details our approach to engaging with companies which we have invested in for our clients.

Scope:

This policy applies to the Investment Management and Fund Management divisions of Hawksmoor and to holdings held on a discretionary basis for retail clients and within the funds that we act as investment manager.

Requirements:

To adhere to the SRD II, Hawksmoor is required to disclose on a “comply or explain” basis its approach to specific certain factors as detailed below;

1. Shareholder engagement and Investment Strategy

Hawksmoor uses discretion to invest in companies which we believe the interests of key parties such as the Board and/ or Investment Managers are aligned with shareholders. Our policy is primarily to invest in companies whose management we support and those we believe will provide the best investment returns for our clients. We do not enter an investment with an aim to actively engage with companies to directly influence the management of the company. As a result, engagement with a company is primarily on a passive basis. It is only when we believe a Board of a company can improve returns, is behaving in a non-sustainable way or we can minimise risk for our investors that we increase our engagement. Our fiduciary duty to our clients and investors means we should be consciously supporting Boards and their strategies, and if not, we should be either exiting the investment or increasing our engagement.

Should the situation arise we would engage with the management of the company to provide our feedback on matters ranging from remuneration to mandate change and in the case of closed ended funds, discount control. Where appropriate we may use our voting rights to influence the management of a company or to actively vote against the actions of those managing the company.

2. Monitors investee companies on relevant matters, including:
a) strategy
b) financial and non-financial performance and risk
c) capital structure
d) social and environmental impact, and corporate governance.

When we make purchases on behalf of our clients, our aim is to make investments that can be held for the long-term and provide good investment returns. As such we pay regard to fundamental factors including how the company is managed, its market position, balance sheet leverage, capital allocation policy, and its returns on capital We also believe it is important to assess the company’s approach to environmental, social and governance factors when deciding on whether to investment in a company.

We have a comprehensive investment process which assesses these factors, which includes the review of company statements and monitoring news flow. When we identify something which could impact investment returns we will take appropriate action and would increase the level of engagement with a company when we feel that action is required to increase returns.

The process for monitoring, engaging and escalating for core holdings is undertaken by either or both of Hawksmoor’s Research Team and the Fund Management Team. In some instances, the monitoring of an investee company is deemed the responsibility of an Investment Manager. In these circumstances the Investment Managers would need to defer any engagement with the investee company to the Research Team.

We may make use of third party services to augment our view from a social and environmental perspective.

The Executive Committee oversees the execution of our governance responsibilities.

3. Conducts dialogues with investee companies

Engagement with investee companies gives us the opportunity to improve our understanding of investee companies and understanding the risks they face. When we believe an investee company can improve returns or minimise risk for our investors than we may increase our level of engagement.

Engagement will most likely be through direct dialogue with the management team, Investor Relations or the company’s broker(s). If we think a company is not being managed in the interests of our clients, we will decide how best to engage with the company to address this. Hawksmoor employees may also engage directly with management of a company to discuss any issues as they arise. This may be completed through contact at presentation and conferences or activity around AGMs or via ad-hoc meetings with management arranged directly or via a broker; any formal engagement on behalf of Hawksmoor must be directed via the Research Team.

Where it is deemed necessary to escalate matters, Hawksmoor can exercise any voting rights over which we have discretion. Going further, we can put forward shareholder resolutions and discuss matters with the company’s advisers, its non-executive directors or the Chairman. We are prepared to combine forces with other shareholders to increase pressure on management where we feel such action is in the interests of our shareholders.

From time to time, where our holdings are insufficient to apply appropriate pressure to the company or we feel our concerns have not been adequately addressed, we may consider disinvestment where we believe this to be in the best interests of our clients.

4. Exercises voting rights and other rights attached to shares

We will vote where other forms of engagement have not worked and that we deem either the issue in question or our holding significant.

Research analysts or the Fund Management Team review the relevant issues on a case by case basis and exercise their judgement based on their in-depth knowledge of the company.

5. Collaborative engagement with other shareholders

There may be occasions when collaboration with other investors may be the most productive way to engage, such as where other shareholders share our concerns or independent engagement has not been effective.

Where it is in the best interests of our clients, Hawksmoor is willing to act alongside like-minded shareholders where the circumstances are appropriate to do so, as long as in doing so we are able to comply with all appropriate regulatory rules. The decision to collaborate on company specific matters will be judged on a case by case basis by the relevant team with input from other stakeholders such as Investment Managers and Compliance.

6. Communicates with relevant stakeholders of the investee companies

SRD II also requires annual reporting on the policy’s implementation, including a general description of voting behaviour, votes cast, explanation of the most significant votes and the use of proxy advisors. Hawksmoor’s engage¬ment and voting activities are reported in our annual Summary of Voting Activity Report / Responsible Investment Report.

A central record of key engagement with companies is maintained.

7. Manages actual and potential conflicts of interests in relation to the firm’s engagement

Hawksmoor has a company policy on Conflicts of Interest. All employees are required to declare any conflicts of interest, including those which may arise as a result of engagement, and we have in place arrangements to prevent or manage any conflicts identified. A summary of our Conflicts of Interest policy is available to all our clients in our Terms and Conditions, and can also be obtained upon request from the Head of Compliance by other interested parties.

Out Of Scope:

This policy does not apply to holdings held on an execution basis.

Review and Approval:

The policy will be reviewed on at least every two years. In addition, any change in regulatory requirements, the business environment or internal controls will trigger a review of this policy. The policy may be varied or withdrawn at any time, in the Company’s absolute discretion.

The Board of Directors of the Company has overall responsibility for ensuring that this policy complies with our legal obligations, and our employees and associates comply with it. Approval of the policy is the responsibility of the Head of Fund Management and the Chief Investment Officer for private clients.

Monitoring and Non-compliance:

The application and implementation of this policy will be monitored by the Compliance Team. Significant issues and non-compliance to the policy will be escalated to the relevant senior management for review, resolution or further escalation. A breach of this policy may constitute gross misconduct and could result in disciplinary proceedings.

Policy Review Date:

January 2023

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