Stewardship Code & Shareholders Rights Directive
Updated September 2020
The Firm supports the principles enshrined in the Financial Reporting Council’s Stewardship Code (the “Code”) and the EU Shareholders Rights Directive (the “Directive”) which both set out good practice for investor engagement.
The FCA requires all authorised asset managers to publicly disclose either a statement of compliance with the Code or where they do not commit, their alternative investment strategy.
The Financial Conduct Authority and the Financial Reporting Council have acknowledged that certain aspects of the Stewardship Code are not directly relevant to all managers.
Similarly, the Directive requires firms that invest in shares that trade on an EU regulated market to develop and publicly disclose an engagement policy or publicly disclose a clear and reasoned explanation of why it has chosen not to comply with this requirement.
The Firm is a fund manager to a single alternative fund; it does not adapt an active approach to shareholder participation. As such, the Firm has deemed compliance with the Code not to be relevant and has similarly chosen not to develop and publicly disclose an engagement policy.
The Firm’s Governing Body will continue to review the Code and Directive’s applicability.
For further information on the Firm’s approach please contact the Firm at: email@example.com
Pillar 3 Disclosure
Updated September 2020.
Credere Capital LLP (“Credere” or the “Firm”) is a London-based discretionary investment manager to an unregulated collective investment scheme. The Firm is required to make its Pillar 3 disclosure at least annually, and is made as at the Firm’s Accounting Reference Date. The disclosure may be published on our website or as an appendix to our statutory audited annual accounts. The purpose of this disclosure is to encourage market discipline.
The Capital Requirements Directive (CRD) created a revised regulatory capital framework across Europe covering how much capital financial services firms must retain. In the United Kingdom, rules and guidance are provided in the General Prudential Sourcebook (GENPRU) and the Prudential sourcebook for Banks, Building Societies and Investments Firms (BIPRU).
The FCA framework consists of three “Pillars”:
Pillar 1 sets out the minimum capital requirements that companies need to retain to meet their credit, market and operational risk;
Pillar 2 requires companies to assess whether their Pillar 1 capital is adequate to meet their risks and is subject to annual review by the FCA;
Pillar 3 requires companies to develop a set of disclosures which will allow market participants to assess key information about its underlying risks, risk management controls and capital position. These disclosures are seen as complimentary to Pillar 1 and Pillar 2.
BIPRU 11 sets out the provisions for Pillar 3 disclosure. The rules provide that companies may omit one or more of the required disclosures if such omission is regarded as immaterial. Information is considered material if its omission or misstatement could change or influence the decision of a user relying on the information. In addition, companies may also omit one or more of the required disclosures where such information is regarded as proprietary or confidential.
The information contained in this document has not been audited, and as such does not constitute any form of financial statement and must not be relied upon.
Credere is incorporated in the UK and is authorised and regulated by the Financial Conduct Authority (“FCA”) as a Full-Scope Alternative Investment Fund Manager with the Collective Portfolio Management Firm (“CPMI”) designation, which also makes the Firm a BIPRU firm. The Firm is a Solo regulated entity, and as such does not form part of UK Consolidation Group for FCA prudential requirements.
The Governing Body of Credere has management and oversight responsibility. It generally meets quarterly and is composed of:
Oliver Dobbs - Managing Partner
Nicolas Marquez - Partner
Catherine Vassallo - Partner
The Governing Body is responsible for the entire process of risk management, as well as forming its own opinion on the effectiveness of the process. In addition, the Governing Body decides Credere’s risk appetite or tolerance for risk and ensures that Credere has implemented an effective, ongoing process to identify risks, to measure its potential impact and then to ensure that such risks are actively managed. Senior Management is accountable to the Governing Body for designing, implementing and monitoring the process of risk management and implementing it into the day-to-day business activities of Credere.
Capital Resources and Requirements
As a limited liability partnership its capital arrangements are as follows: The Firm is a BIPRU Investment Firm without an Investment Firm Consolidation Waiver deducting Material Holdings under (GENPRU 2 Annex 4). Tier 1 Capital comprises of Members’ Capital.
As a CPMI, the Firm is subject to the capital requirements set out in IPRU(INV) Chapter 11 and also BIPRU/GENPRU. The Firm has the following capital resources:
Members Capital: Tier 1 capital of £630,886.
As at 31 March 2020, the Firm’s Pillar 1 capital resource requirement was £116,194.
The Firm has adopted the “Structured” approach to the calculation of its Pillar 2 Minimum Capital Requirement as outlined in the Committee of European Banking Supervisors Paper, 27 March 2006 which takes the higher of Pillar 1 and 2 as the ICAAP capital requirement. It has assessed Business Risks by modeling the effect on its capital planning forecasts and assessed Operational Risk by considering if Pillar 2 capital is required taking into account the adequacy of its mitigation.
Since the Firm’s Internal Capital Adequacy Assessment Process (ICAAP or Pillar 2) process has not identified capital to be held over and above the Pillar 1 requirement, the capital resources detailed above are considered adequate to continue to finance the Firm over the next year. No additional capital injections are considered necessary and the Firm expects to continue to be profitable.
The Firm has established a risk management process in order to ensure that it has effective systems and controls in place to identify, monitor and manage risks arising in the business. The risk management process is overseen by the Firm’s members.
As risks are identified within the business, appropriate controls are put in place to mitigate these and compliance with them is monitored on a regular basis. The frequency of monitoring in respect of each risk area is determined by the significance of the risk. The Firm does not intend to take any risks with its own capital and ensures that risk taken within the portfolios that it provides investment services to is closely monitored. Details of the Firm’s risk management systems and controls is reported to the Governing Body.
The Firm has a risk management objective to develop systems and controls to mitigate risk to within our risk appetite, as set-out in our ICAAP. Ordinarily, a firm must disclose its risk management objectives and policies for each separate category of risk. On the basis of materiality, we have omitted those items not relevant to the Firm, however, have provided summary information upon the below listed risk items.
The Firm places strong reliance on the operational procedures and controls that it has in place in order to mitigate risk and seeks to ensure that all personnel are aware of their responsibilities in this respect.
The Firm has identified a number of key operational risks. These relate to disruption of the office facilities, system failures, trade failures and failure of third party service providers. Appropriate policies are in place to mitigate against risks, including appropriate insurance and business continuity plans.
The main credit risk to which the Firm is exposed is in respect to the failure of its debtors to meet their contractual obligations. The majority of the Firm’s receivables is related to its investment management activities. The Firm believes its credit risk exposure is limited since the Firm’s revenue is ultimately related to management fees received from funds, which are drawn throughout the year from the funds managed. Other credit exposures include bank deposits. The Firm undertakes periodic impairment reviews of its receivables. All amounts due to the Firm are current and none have been overdue during the year.
The Firm has adopted the standardised approach to credit risk, and therefore follows the provision within BIPRU 3 standardised credit risk of the FCA handbook. The Firm applies a credit risk capital component of 8% to its non-trading book risk weighted exposure. As the Firm does not make use of an external credit rating agency, it is obligated to use a risk weight of 100% to all non-trading book credit exposures, except cash and cash equivalents which are held by investment grade firms and currently attract a risk weighting of 20%. The Firm has excluded disclosure of its Credit risk calculation on the basis that it is not material.
The Firm is not exposed to Market risk, since the Firm holds no trading book positions on its own account, and all bank accounts are in GBP. Accordingly, the Firm has excluded disclosure of its Market risk calculation on the basis that it is not material.
The Firm has adopted a remuneration policy and procedures that comply with the different chapters of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook (SYSC), and in accordance with ESMA’s Guidelines on sound remuneration policies. The Firm have considered all the proportionality elements in line with the FCA Guidance. All variable remuneration is adjusted in line with capital and liquidity requirements.
As a UK AIFM the Firm has assessed the proportionality elements and disapplies the Pay Out Rules. Furthermore, the Firm has concluded, on the basis of its size and the nature, scale and complexity of its legal structure and business that it does not need to appoint a remuneration committee. Instead, the Governing Body sets, and oversees compliance with, the Firm’s remuneration policy including reviewing the terms of the policy at least annually. The Firm make the following remuneration disclosure:
Remuneration Code Staff Remuneration by Business Area* **
Investment Management: £0
Business Management: £0
Aggregate Quantitative Remuneration by Senior Management and other Remuneration Code Staff * **
Senior Management (SIF): £0
Other Remuneration Code Staff: £0
Total Fixed Remuneration of Code Staff: £0
Total Variable Remuneration of Code Staff: £0
* The above remuneration disclosure includes remuneration paid to Code Staff in respect to both their AIFMD and non-AIFMD activities. Credere Capital LLP is a limited liability partnership and as such the Partners do not have fixed salaries. The Partners take Members drawings which are discretionary and variable.
** As of September 2020