W&W Investment Managers DAC (“WWIM” or the “Firm”) defines and implements remuneration policies and practices under appropriate internal procedures taking into account the interests of all the clients of the Firm, with a view to ensuring that clients are treated fairly, and their interests are not impaired by the remuneration practices adopted by the firm in the short, medium or long term.
Remuneration policies and practices shall be designed in such a way so as not to create a conflict of interest or incentive that may lead relevant persons to favour their own interests or the firm’s interests to the potential detriment of any client.
The Firm ensures that its remuneration policy and practice apply to all relevant persons with an impact, directly or indirectly, on investment and ancillary services provided by the investment firm or on its corporate behaviour, regardless of the type of clients, to the extent that the remuneration of such persons and similar incentives may create a conflict of interest that encourages them to act against the interests of any of the firm’s clients.
In compliance with the Sustainable Finance Disclosure Regulation (EU) 2019/2088 (“SFDR”), the Firm has published on its website: https://www.ww-im.com/, the strategies used for integrating sustainability risks into the investment decision-making processes and the main adverse sustainability impacts of investment decisions on sustainability factors. The Firm’s remuneration policy is in line with the Firm’s and W&W Group's business strategy and its sustainability mission statement. The business strategy incorporates corporate values and culture and is geared towards long-term and sustainable management and the assumption of social responsibility.
2. Applicable law
This policy is governed by:
- Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (known as MiFID II);
- COMMISSION DELEGATED REGULATION (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive; and
- EBA Guidelines on sound remuneration policies under Articles 74(3) and 75(2) of Directive 2013/36/EU and disclosures under Article 450 of Regulation (EU) No 575/2013 (EBA/GL/2015/22);
- The Firm’s strategies for sustainability and Environmental, Social, & Corporate Governance (“ESG”) and the requirements of the Sustainable Finance Disclosure Regulation (EU) 2019/2088
3. Remuneration structure
A remuneration takes a form of:
- Fixed remuneration is determined on the basis of the role of the individual employee, including professional experience, qualifications, responsibility, job complexity, and local market conditions and is specified in the employee’s contract of employment.
- Variable remuneration is performance-based remuneration motivates and rewards employees in their specific roles, that enables WWIM to meet its objectives, such as strengthening long-term customer relations, sustainability, generating income and shareholder value and meeting its statutory and regulatory obligations.
The variable remuneration, if any, may be performance-related and is paid at the Company’s discretion i.e. variable remuneration is not guaranteed and is based on a combination of the individual employee’s performance and the overall performance the Firm.
The measurement of performance, as a basis for variable remuneration, shall include a downward adjustment for exposure to current and future risks, meeting sustainability and ESG objectives, the performance of an individual employee considering financial and non-financial criteriaVariable remuneration includes both individual and firmwide business objectives, where applicable, designed to promote the long terms success of the Firm and meet certain sustainability and ESG targets. The level of payment of variable remuneration may be adjusted to the extent these targets are achieved.
The Board of Directors determines a maximum percentage of performance-based remuneration relative to the fixed remuneration aligned with the Firm’s risk profile, time horizon and the activities of the individual employee.
The variable part of remuneration of employees engaged in the control functions such as the Risk, Compliance or Internal Audit functions shall be independent from the operational performance of the Firm to preserve independence of the control functions.
- Pension contribution: WWIM have established an occupational pension scheme. The scheme is a defined contribution scheme, to which the Firm contributes a percentage of each employees’ annual salary. The level of the Firm’s contribution is determined by the Board of Directors.
4. Remuneration Committee
Taking into account its size, internal organisation and the nature, scope and complexity of its activities, the Firm has dis-applied the requirement to establish a remuneration committee.
In deciding to dis-apply this requirement, the Firm has taken into account the following considerations in relation to proportionality, insofar as they relate to the Firm and its activities and the funds under management. The Firm reviews the below considerations on an annual basis and acknowledges that as the Firm's activities expand and as it grows in size, that it may be appropriate to apply the requirement to establish a remuneration committee at a later date.
- Size: WWIMD made an assessment of the nature, scale and complexity of the Firm's business and determined that overall, its business activities are currently at a low level of risk when compared against other investment management companies. The Firm has a risk framework in place to effectively manage the portfolio risks of the funds under management. The Firm is engaged in the provision of investment management and advisory services.
- Internal Organisation: The Firm was incorporated in Ireland on April 6, 1990 as a private company with limited liability under the Companies Act 1963 to 2003. The Firm has converted to a Designated Activity Company (DAC) under Part 2 of the Companies Act, 2014 on 25 August 2016, which was notified to the Central Bank. The Firm will not be listed on any regulated market or exchange. The current number of employees and Directors (outlined in the preceding paragraph) is far below 50. The organisational structure is not complex with clear reporting lines in place.
- Nature, scope and complexity of the activities: The Firm provides, as part of its normal business, one or more investment services in respect of financial instruments to third parties on a professional basis or the activity of dealing on own account on a professional Specifically, the Firm is authorised by the Central Bank to perform the following services:
- Reception and transmission of orders in relation to one or more financial instruments;
- Execution of orders on behalf of clients;
- Portfolio Management; and
5. Roles and Responsibilities
The Board must ensure that the remuneration policies and procedures implemented by the Firm are adhered to at all times. The Board is responsible for ensuring that the Firm’s remuneration policies and procedures are consistent with the Remuneration Policy set out in MiFID II and EBA and promote sound and effective risk management and do not encourage risk-taking that may be inconsistent with the risk profile of the Company.
The Managing Director is responsible for implementation and effective operation of the Remuneration Policy and ensures that the Firm’s remuneration structures are compliant with requirements of this policy.
The Head of Risk and Compliance is responsible for analysing how the remuneration policy affects the Firm’s compliance with legislation, regulations and internal policies and risk profile. The second line of defence is responsible for reporting all identified risk and issues of non-compliance to the management body.
The Internal Audit function carries out an independent review of the design, implementation and effects of the Remuneration policy on its risk profile and the way these effects are managed.
6. Remuneration report
The Remuneration Report is issued annually by the Board, containing details on any breaches of the Company’s remuneration policies and procedures and remedial action to be undertaken. In the event the Firm identifies that the Company’s remuneration policies and procedures are not being adhered to, the details of such a breach will be brought to the Board’s attention by the CEO or the Head of Compliance. Following a review of the issue, the Board shall determine the best course of action and ensure it is carried out.
Exceptional Reporting may occur if extreme remuneration issues are reported by the Head of Compliance to the Board on an exceptional basis where such issues should be considered, and these issues require addressing outside of a standard reporting procedure. This may involve the convening of specially scheduled board meeting in certain circumstances.
This document forms the written element of the remuneration policy for the Firm and should be read in conjunction with the Firm’s regulatory framework documentation. The Remuneration Policy reflects the Firm's objective for good corporate governance, including sustainability and ESG objectives, and:
- is consistent with and promotes sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile, rules or constitutional documents of the Funds under management; and
- is consistent with the business strategies, objectives, values and interests of the Funds whom we provide investment services and includes measures to avoid conflicts of interest.
6. Alignment with long term interests & Sustainability
The policy ensures that remuneration is linked to the Firms strategies for sustainability and ESG and, where possible, variable remuneration reflects achievement of those targets. It incorporates measures to avoid conflicts of interest, including both financial and non-financial goals in performance and result assessments and making non-performance related remuneration the main remuneration component.
The Remuneration Policy reflects the Firm's alignment of the long-term interests of the Firm, its employees, secondees and clients. In addition, it ensures that:
- the Firm is able to attract, develop and retain high-performing and motivated employees / secondees in a competitive, international market;
- employees / secondees are offered a competitive remuneration package; and
- employees / secondees feel encouraged to create sustainable results in line with the long-term interests of the Company and its clients.
7. Review of the policy
The Remuneration Policy (together with compliance herewith) will be subject to an annual internal review by the Managing Director and Compliance. Any material changes to the policy will be presented to the Board for approval.
Document Control – Appendix 1
Board of Directors
Board of Directors
Incorporation of the requirements of the Sustainable Finance Disclosure Regulation (EU) 2019/2088.
Document Control Section included in Appendix 1.