UK Stewardship Code and Shareholder Rights Directive II Disclosure

 

Disclosure of commitment to the Shareholders Rights Directive II (‘SRD II’)

Ethical Capital Opportunity Advisors Limited (“ECO Advisors”) is authorised and regulated by the Financial Conduct Authority (“FCA”) as of 2nd January 2019 as a BIPRU MiFID Investment Management firm. 

This statement sets out the firm’s approach in meeting the requirements (‘Engagement Policy’) set out in SRD II and summarised in the FCA Handbook under COBS 2.2B.6 in relation to investments in shares traded on a regulated market (a term which extends to non-EU markets which are comparable to EU regulated markets and where the financial instruments dealt in are of a quality comparable to those in a UK regulated market). 

 

Voting

Where we own equity positions in the long portfolio, ECO’s voting activities are conducted in-house and overseen by a dedicated ESG analyst.

We believe that ESG driven corporate engagement and voting in areas of environmental, social and governance risks can increase the ability of firms to create long term shareholder value. ECO expects to vote in line with management, except in cases where there are grounds for concern about the ESG-related effect or standard of an outcome. However, ECO may vote against a management resolution to express dissatisfaction if we believe that the resolution falls short of ESG best practice, especially when looked at on a peer relative basis.   ECO Advisors may deem it necessary to act collectively with other investors on an engagement matter in order to best influence an investee companies’ management.

Furthermore, in addition to engagement and voting, ECO Advisors continuously monitors the corporate behaviour of companies within its portfolio using ESG data analysis.  Failure to adhere to ESG best practice (relative to peers) may trigger action to be taken up to and including selling a long position.

From an operational perspective, ECO uses the Broadridge proxy voting platform. Broadridge allows ECO to cast votes on key proposals and corporate governance issues and alerts ECO to upcoming voting events.

ECO Advisors will vote on all equity long positions within the portfolio with the objective of always acting in the best interest of the investors of the fund. In the unlikely event a corporate engagement could cause a conflict of interest, ECO would discuss the matter with our external compliance consultants in order to seek advice on how best to manage the conflict.

It should be noted that in the event that an equity long position is held via derivatives (such as swap/CFD or options) which do not come with voting rights attached, the firm would be unable to vote or engage. Similarly, equity short positions do not come with voting rights attached.  Nonetheless, ECO views short selling (and the threat of short selling) as a powerful incentive mechanism to encourage corporate management to focus on the adoption of positive ESG outcomes within their companies.

ECO Advisors has voted at 100% of the meetings we were eligible to vote at. At the time of writing approximately 95.2% of our votes cast were in line with management, 4.2% abstained, and 0.78% were against management.

ECO Advisors is not an activist fund, and thus we do not regularly escalate stewardship activities beyond voting and participating in collective engagement initiatives, which usually consist of signing and delivering statements to particular sectors or companies encouraging the adoption of ESG best practices. We may support our collective initiatives’ escalation strategies if deemed fit in cases of non-compliance. In regards to voting, as voting is specific to companies in our long book, and therefore ESG leaders, we do not expect regular escalation to be necessary. In rare cases where we see companies failing to respond to the above forms of engagement we may choose to engage directly with a company through a written communication to the company.

On an annual basis (via www.ecoadvisors.eu), we disclose a general description of voting behaviour, and an explanation of the most significant votes, including disclosure of how votes have been cast.  Also available upon request. Further details on specific areas of ECO Advisors’ voting policy can be found in the Appendices.

 

Engagement

As a boutique investment manager, ECO believes that engagement on ESG matters with investee companies is most effectively carried out in collaboration with other like-minded investors. As UNPRI signatories, we participate in the UNPRI Collaboration Platform. The Collaboration Platform is a unique forum that allows investors to pool resources, share information and enhance their influence on ESG issues. The platform allows investors to sign joint letters to companies and join investor-company engagements, proposals for research, calls to foster dialogue with policy makers and requests for support on upcoming shareholder resolutions. We may also use this platform to engage with companies in our portfolio pre or post-vote.

As of January 2020 we have signed onto thirteen UNPRI collaborative initiatives. As part of each of these initiatives letters are sent to companies in the relevant industry calling for better ESG practices. Thus far we have signed onto:

  • Global Investor Expectations on Climate Lobbying
    • Letter calls on companies to implement robust governance, public reporting, and engagement on climate policy with policymakers
  • Access to Medicine and SDG3
    • Letter calls on pharmaceutical companies to access new markets and increase reporting
  • Global Investor Engagement on Meat Sourcing
    • Letter calls on fast food companies to de-risk their meat and dairy supply chains against climate and water risks
  • Brazil Anti-corruption Engagement
    • Letter calls on 19 companies to substantially reduce corruption and bribery
  • Investor Statement on Deforestation and Forest Fires in the Amazon
    • Letter calls for reporting on deforestation risk exposure and management
  • Engagement with Social Media Companies 
    • Letter calls for social media companies to strengthen controls to prevent the live streaming and distribution of objectionable content
  • Climate Action 100+ (in progress)
    • Letter calls for companies to take action to reduce greenhouse gas emissions, consistent with the goal of the Paris Agreement, provide enhanced corporate disclosure in line with the Task Force on Climate-related Financial Disclosures recommendations, and implement a strong governance framework that clearly articulates the company board’s accountability and oversight of climate change.
  • ‘Find’, ‘Fix’ and ‘Prevent’ Modern Slavery
    • Letter calls on UK-listed companies to increase their efforts to identify human trafficking, forced labour and modern slavery in their supply chains, and disclose the effectiveness of their attempts to address these issues.
  • Cerrado Manifesto Statement of Support
    • Partnered with FAIRR, the Statement demonstrates to agricultural producers operating in the Amazon’s Cerrado region that there is market and capital support for zero deforestation.
  • Sustainable Protein Supply Chains
    • Letter calls on multinational food retailers and brand manufacturers to develop an evidence-based approach to diversify protein sources away from an over-reliance on animal proteins.
  • PRI Investor Working Group on Sustainable Palm Oil
    • Unified investor voice in support of sustainable palm oil and the Roundtable on Sustainable Palm Oil, engaging with companies in support of more sustainable practices.
  • Modern Slavery Act 2015
    • Letter will be sent to non-compliant FTSE 350 companies who have failed to meet the reporting requirements of section 54 of the Modern Slavery Act 2015.
  • SEC petition against raising resubmission thresholds for shareholder proposals
    • The SEC plans to raise the resubmission thresholds for shareholder proposals in the U.S. from the current 3%/6%/10% to approximately 6%/15%/30%, investors are invited to submit public comments.

At the time of writing we have engaged with 19.5% of the companies in our portfolio through collaborative engagements on average. We promote ESG in all our engagements. Information detailing initiatives we participate in and changes that have occurred are available for clients upon request. 

 

Disclosure of commitment to the Finance Reporting Council’s UK Stewardship Code 

Under COBS 2.2.3 R any firm other than a venture capital firm, which is managing investments for a professional client that is not a natural person must disclose clearly on its website, or if it does not have a website in another accessible form:

  1. The nature of its commitment to the Financial Reporting Council’s Stewardship Code; or

  2. Where it does not commit to the Code, its alternative investment strategy.

Firms which wish to do so may notify the Financial Reporting Council (“FRC”) (by email via stewardshipcode@frc.org.uk) that they have published a statement; details of each signatory, along with a link to its statement will be listed on the FRC’s website, according to the categories of asset managers, asset owners and service provider here: 

http://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Stewardship-Code/UK-Stewardship-Code-statements.aspx. 

The FRC code guidance expects application on a “comply or explain” basis, and is not a rigid set of rules. Where a principle is not being complied with, a meaningful explanation should be delivered enabling the reader to understand the Firm’s approach to stewardship. Firms may determine that some, but not all, of the provisions of the Code are disproportionate in its case and set out as part of its disclosure why this is the case.

 

UK Stewardship Code Disclosure Statement

Under the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2A.5, Ethical Capital Opportunity Advisors Limited 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 six 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.’ 

ECO Advisors supports the objectives of the Code. Its statements regarding how the Principles of the 2020 Code have been applied and, where appropriate, an explanation of those Principles which have not been complied with, is set out below: 

 

  1. 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 
  2. Signatories’ governance, resources and incentives support stewardship
  3. Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first 
  4. Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system
  5. Signatories review their policies, assure their processes and assess the effectiveness of their activities 
  6. Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them
  7. Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues, and climate change, to fulfil their responsibilities
  8. Signatories monitor and hold to account managers and/or service providers
  9. Signatories engage with issuers to maintain or enhance the value of assets
  10. Signatories, where necessary, participate in collaborative engagement to influence issuers
  11. Signatories, where necessary, escalate stewardship activities to influence issuers
  12. Signatories actively exercise their rights and responsibilities

 

ECO Advisors is an asset manager that invests long/short in a global portfolio of equities.   ECO Advisors’ mission directly relates to UN Sustainable Development Goal 12 target 6 “Encourage companies, especially large and transnational companies, to adopt sustainable practices…”.  We see finance and capital allocation as a powerful force for change, and believe we can help move financial services towards addressing Goal 12 (“Ensure sustainable consumption and production patterns”).

ECO Advisors believes in the importance of effective stewardship and long-term decision making, involving transparency of engagement policies between institutional investors and investee companies. ECO Advisors regularly internally reviews its policies and works with compliance consultants to ensure our policies best reflect our actions and meet the highest regulatory standards.

ECO Advisors’ investment strategy invests in companies based on ESG criteria. A core part of our investment strategy is to encourage improved corporate adoption of ESG best practices, which we believe will drive long term outperformance.  Stewardship is therefore central to the strategy.  

 

Conflicts of interest and risk management

ECO Advisors has clear procedures and policies in place to manage potential conflicts of interest which are regularly reviewed with external compliance consultants in order to ensure that the best interests of clients are always central to the firm’s actions. Full details are set out in the firm’s Conflicts Policy which forms an integral part of the firm’s compliance manual (signed by all staff). 

ECO Advisors has robust risk management and compliance functions which ensure that the firm and its investment strategies are able to identify and respond to market-wide risks (e.g. changes in interest rates, geopolitical issues, and currency changes) as well as systemic risks (e.g. climate change impact).

 

Industry leadership

ECO believes in the importance of establishing and maintaining strong relationships with industry bodies committed to sustainable investment.  As such, ECO values involvement in industry associations and accreditation bodies. Our participation helps ensure that ECO meets the highest ESG and sustainable investment standards. 

ECO Advisors is an official member of the following associations and accreditations:

  • UN Principles for Responsible Investment 
  • The  Luxembourg Finance Labelling Agency (“LuxFLAG”) has granted ECO Advisors the LuxFLAG Application Fund Status Label for ESG 
  • UK Sustainable Investment and Finance Association (“UKSIF”).

ECO will continue to develop our affiliations with values-aligned bodies in order to ensure the Firm and its policies are at the forefront of ESG investing.

ECO ensures that ESG considerations play an important role in the selection and ongoing relationship with our suppliers and counterparties. It is of paramount importance that our suppliers respect all applicable local laws and regulations, and conduct themselves to high ethical standards.  We achieve this by using our knowledge of the ESG evaluation process and applying it to supplier / counterparty relationships. 

  • Where possible, ECO will request and review the ESG policies of our key suppliers and vendors, and look to encourage ESG transparency and best practice at these firms. 
  • Where such policies are deemed to be lacking, ECO will seek to engage with a supplier or counterparty in order to encourage them to improve ESG practices.
  • If the supplier refuses to make any changes to their ESG business practices, ECO will re-evaluate its relationship with a particular supplier.

 

Appendix 1 – Gender Diversity – Voting

ECO Advisors recognises both the social and economic benefits to improve gender diversity on company boards for all stakeholders. The 2018 UK Corporate Governance Code notes that both appointments and succession plans should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. There is also a general consensus in research that groups of greater diversity are better problem solvers, and that while homogenous groups feel more confident about their decisions than diverse groups, they often make poor decisions compared to those of diverse groups .

Research also indicates that companies with strong female leadership (deemed as three or more women) generated a Return on Equity of 10.1% per year versus 7.4% for those without and superior average valuation compared to companies without strong female leadership. Research has also found that companies lacking board diversity suffered 24% more governance-related controversies than average.

Within the global director reference universe, 73.5% of companies have at least one female director, though that number drops to just 20.1% for boards with at least three women. 

Academic research suggests that three women may constitute a critical mass to allow women to contribute more equally to group decision making. Increasing the number of women to three or more enhances the likelihood that women’s voices and ideas are heard and that boardroom dynamics change substantially. 

In all markets, when voting for company boards where there are no females ECO Advisors will vote against the chair of the nomination committee and any incoming male board members nominated for election. In developed markets (excl. Japan), in cases of less than 3 female board members, ECO Advisors will abstain on all board member and chair votes. This will be accompanied by a statement of rationale to the Investor Relations team of the company, detailing the benefits of improved board gender diversity and urging them to do so. In the case that there are three or more women ECO Advisors will proceed to vote for/abstain/against the individual directors in accordance with our standard ESG voting framework. In Japan and emerging markets the threshold is lowered to the presence of one woman, in which case ECO will proceed to vote for/abstain/against the individual directors as seen fit. This discrepancy is to acknowledge the difference in the social environment these companies operate in and to promote achievable goals in the short term. However, we expect to raise the target for Japan and emerging markets in the future. 

References: 

Hong, Lu and Page, Scott. “Groups of diverse problem solvers can outperform groups of high-ability problem solvers.’”. Edited by William J. Baumol, New York University, New York, NY, and approved September 17, 2004

Why Differences Make a Difference: A Field Study of Diversity, Conflict, and Performance in Workgroups. Karen A. Jehn; Gregory B. Northcraft; Margaret A. Neale Administrative Science Quarterly , Vol. 44, No. 4. December 1999

Is the Pain Worth the Gain? The Advantages and Liabilities of Agreeing With Socially Distinct Newcomers Personality & Social Psychology Bulletin March 2009

https://www.msci.com/documents/10199/04b6f646-d638-4878-9c61-4eb91748a82b

Kramer, V. W., Konrad, A. M., and Erkut, S. “Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance.” 

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