SHAREHOLDER ENGAGEMENT POLICY
Following the adoption of Directive (EU) 2017/828 on shareholders’ rights and its transposition in particular in Articles L. 533-22 and R. 533-16 of the Monetary and Financial Code, the Management Company, as a portfolio management company authorised by the Autorité des Marchés Financiers as an alternative investment fund manager as defined by the AIFM Directive (” the Management Company “), has introduced a shareholder engagement policy describing how it integrates its role as a shareholder in the portfolio companies in which it holds a stake into its investment strategy (the ” Companies »).
In accordance with the provisions of article R. 533-16 of the French Monetary and Financial Code, the Management Company will produce an annual report on the implementation of its shareholder engagement policy, which will include a general description of the way in which voting rights have been exercised; an explanation of the choices made on the most important votes; and the orientation of the votes cast during General Meetings.
The Management Company invests in unlisted securities, and mainly targets private equity transactions alongside management teams, in companies operating in various industrial and service sectors.
1. Monitoring shareholdings
The Management Company assigns the monitoring of each investment to one or more members of its investment team.
The member(s) thus designated and duly authorised to represent the Management Company, manager of the alternative investment fund present in the capital of the Company concerned, shall attend the general meetings and the meetings relating to the specific instruments held within the Company, where applicable.
Depending on whether majority or minority control is exercised in the Companies, the Management Company may or may not take part in meetings of the management bodies, for the vast majority as a member of the supervisory board, possibly as a member of specific committees (strategy, remuneration, etc.) and, more exceptionally, on the Companies’ board of directors.
In addition, the systematic signing of shareholders’ agreements by the Management Company as part of its investments ensures that each company provides the Management Company with relevant information on its strategy, financial and operational performance and its commitments in terms of Corporate Social Responsibility (“CSR”). CSR “) on its social, environmental and corporate governance impact, as well as its prospects for development, so that the Management Company can exercise its role as shareholder in a professional manner. This transmission is carried out in particular by means of reporting to the Management Company, acting in its capacity as representative of the alternative investment funds that it manages and which invest in the Companies. This information may overlap with the information sent to the members appointed in their capacity as members of the various committees.
The strategy, financial and non-financial performance, risks, capital structure and CSR impact of each company are closely monitored by the Management Company.
2. Dialogue with companies
Dialogue with the Companies is maintained through General Meetings with the other shareholders, the presence of Management Company representatives on the Companies’ various governance bodies, and also directly with the Companies’ management teams during meetings, telephone discussions or videoconferences to present the business of the Company concerned.
As a specialist in supporting and financing operations alongside management teams, the Management Company makes it a point of honour to maintain a strong relationship with these teams in order to understand their needs as well as possible, to support each company in its development, and thus to promote its growth.
This dialogue is maintained throughout the life of the investment, and also ensures that the exit process is implemented alongside the management.
The Management Company is a signatory to the United Nations Principles for Responsible Investment (UNPRI) and the International Climate Initiative. In this way, companies are made aware of CSR issues and the Management Company endeavours to promote best practice in the sector in terms of CSR initiatives.
3. Exercising voting rights
When exercising its voting rights, the Management Company’s primary aim is to protect the interests of the investors in its managed alternative investment funds. Its policy on the exercise of voting rights also takes account of the Company’s direction and strategy, and the principles to which the Management Company is committed (in particular CSR principles).
Resolutions presented at Company level are systematically voted on by the Management Company.
These resolutions may relate to
- Decisions entailing an amendment to the Company’s Articles of Association
- Approval of the financial statements and appropriation of net profit
- Appointment and dismissal of corporate bodies
- Regulated agreements
- Share issue and buyback programmes
- Appointment of statutory auditors
4. Cooperation with other shareholders
The Management Company encourages exchanges with the other shareholders of the Companies in order to promote debate and arrive at the best solutions to ensure the development of these Companies.
This cooperation may take the form of discussions at shareholders’ meetings and on the various committees set up by the Company (where these shareholders are represented). These exchanges take place within the framework of shareholders’ agreements, which are systematically put in place to organise certain decision-making processes and define the information available to these other shareholders.
5. Communication with stakeholders
6. Preventing and managing conflicts of interest
The Management Company has established a conflicts of interest management policy to ensure that conflicts of interest are prevented, identified and dealt with. This policy is available at the registered office of the Management Company and can be sent to any unitholder on request.
In addition, as a management company involved in private equity, the Management Company complies with the principles of professional ethics applicable to it, in particular the identification, prevention as far as possible and treatment as best as possible of any situation of conflict of interest.
Any potential or actual conflict of interest that may arise when investing or exercising voting rights (for example, if a member of the Management Company’s team is also a director of one of the Companies) must be reported to the RCCI. The latter will be responsible for analysing the situation and taking appropriate measures to resolve the conflict, in consultation with the management of the Management Company.