The Engagement Policy (the “Policy”) sets out the manner in which Oakglen Wealth Limited (“Oakglen”, “we”, “us”, “our”) fulfills our regulatory obligations under the EU Shareholders Rights Directive (“SRD 2”).
SRD II imposes transparency obligations on ‘institutional investors’ such as occupational pension schemes and ‘asset managers’ including investment firms providing discretionary portfolio management services, to the extent investments are made in shares traded on a regulated market to fortify the position of shareholders and to reduce short termism and extreme risk taking by companies.
In the UK, SRD II has been onshored in the UK via the European Union (Withdrawal) Act 2018.
The purpose of this policy is to ensure that we meet our obligations under SRD II, that we have a framework of systems and controls in place and that our corporate governance arrangements operate effectively. It is essential that we conduct ourselves in a manner that is fully compliant with legal and regulatory requirements.
The Policy applies to all employees, contractors and persons acting on behalf of the firm (“Employees”).
Any event which results in material changes to a stock. Include events such as takeovers, bonus issues, rights issues and consolidations.
In practice a corporate action will also refer to a broader range of activities undertaken by companies, and which have a significant influence on its shareholders. This can include name changes, dividends, and liquidations. A corporate action will usually be decided upon by the company’s board of directors and will require approval by the company’s shareholders.
Oakglen offers investment management services that includes discretionary portfolio management services to investors. Relationships are at the heart of what we do by providing an investment service defined by our clients’ needs. Sustainable growth is only possible if we do things responsibly alongside our clients, marrying our interests with theirs. As part of this, we believe that a collaborative approach to engagement across investee companies plays an important part of being a responsible investment manager. We therefore will integrate shareholder engagement in our investment strategy in a way that is appropriate for the size and complexity of our business. As a part of this, we have a statement of commitment to the UK Stewardship Code, which is available on our website.
2. How Oakglen monitors and engages with investee companies
Oakglen monitors investee companies using various methods including, but not limited to, the review of publicly available information, third party research and direct communication. The monitoring includes:
- Keeping apprised of the company’s long-term strategy.
- Monitoring that the company has a healthy capital structure.
- Reviewing the financial and non-financial performance and risk of our investee companies.
- Monitoring factors which drive the companies value, social and environmental impact, and their corporate governance.
In the event that issues are highlighted, Oakglen may take steps to liquidate a position or seek to actively engage with the company concerned. Where we do engage directly with investee companies, this may be via written dialogue with the company management, attendance at meetings, or via visits or phone calls.
3. Proxy Voting
We monitor all corporate actions, where shareholders have a vote. When deciding on which corporate actions (or other rights attached to shares) to vote on, we will generally not vote in ‘ordinary resolutions’ but more broadly consider ‘extraordinary’ resolutions. We are unlikely to exercise our right to vote where we have a de minimis holding when compared to the overall market capitalisation of the company. We provide our instructions to the relevant custodian who will vote on behalf of our discretionary clients in their capacity as the nominee.
For our advisory and execution-only clients, we will facilitate their ability to vote in Corporate Actions, Annual General Meetings and Extraordinary General meetings on issues relating to their shareholdings.
4. Cooperating with other shareholders
We are confident that we have the expertise to deal individually with any concerns that we might have about an issuer’s business activities, strategy or corporate governance. Where we believe the issue is significant and we don’t wish to sell the position, collective action with other shareholders may be considered more effective. These situations will be dealt with on a case-by-case basis.
Collaboration may be through collaborative forums, or industry bodies or other shareholders, and would only be undertaken where we determine it will not breach legal, regulatory, market conduct or confidentiality obligations. This includes where we consider communicating with other relevant stakeholders of the investee companies.
5. Conflicts of Interest
Oakglen identifies and mitigates any conflicts of interest between itself, its clients, and between clients that may result in a loss to them. This includes management of conflicts in relation to Oakglen’s engagement. We maintain a conflicts of interest policy which is available on request. The policy is subject to periodic review. We have a fiduciary responsibility to act in the best interest of our clients.
6. Annual Disclosures
We do not notify individual discretionary clients when we receive notification of a voting event, as the nature of the discretionary service is that we are acting on a discretionary basis on a client’s behalf, and in their best interests at all times. We will publish a summary of votes cast in the general meetings of companies at least annually on our website. This will include the use of the services of proxy advisors, where relevant. We are not required to disclose votes that are insignificant due to the subject matter of the vote or the size of the holding in the company.
7. Policies and Procedures
We have established, implemented and maintain an effective Engagement policy, that is set out in writing and is appropriate to the size and organisation of the firm and the nature, scale and complexity of our business.
We will assess and periodically review the Policy, on at least an annual basis, or in the light of legislative or organisational change, and shall take appropriate measures to address any deficiencies.
8. Record Keeping
We will keep records in relation to our Engagement Policy which will be retained in accordance with our record keeping policy and procedure.
9. Monitoring and evaluation
Management in conjunction with Compliance, will assess the effectiveness of controls as part of the on-going compliance monitoring programme. Records will be kept in accordance with FCA rules on record-keeping. Findings will be shared with the directors and appropriate action taken. The Compliance Officer will track these actions to closure and monitoring results will be included in the periodic compliance report for the Board.
Management and the Board will review information relating to engagement matters on a regular basis. The information will be reviewed at the periodic Governance, Risk Management & Compliance Committee meetings and separately at Board meetings.
Engagement will also be reviewed as part of external assurance work.