W&W Investment Managers DAC & The Shareholders Rights Directive

The Shareholder Rights Directive 2017/828 (SRD II) amends Directive 2007/36 (SRD I) and promotes long-term shareholder engagement and enhances the transparency between EU-listed companies and their investors. For the purposes of SRD II, W&W Investment Managers DAC (WWIM) is identified as a relevant asset manager. WWIM is an investment manager “that invests in shares traded on a regulated market on behalf of investors” and therefore is categorised as a relevant asset manager (Ref: 1110F of the S.I. 81/2020). The Shareholder Engagement and Annual Engagement and Investor (Client) Reporting Policies below apply to the following sub-funds of the W&W Global Investments Fund:

  • W&W Flexible Point and Figure
  • W&W Flexible Premium
  • W&W Flexible Premium II
New funds and their applicability under SRD II for the engagement and annual reporting policies will be assessed on a per fund basis. WWIM complies with its obligations Article 3j of the SRD as amended by SRD II and, sections 1110H & 1110I & 1110J of the S.I. 81/2020 by enacting the below policies:

Shareholder Engagement Policy

  • Integration of shareholder engagement in its investment strategy;
    • The level of shareholder engagement is considered as part of the fund investment strategy by the fund manager, advisors and investment committee of the investment manager. Currently, due to the nature and the size of the holdings in relevant investee companies, the investment policy is that direct shareholder engagement is not required or would be in the best interest of the fund/investor.
  • Monitoring strategy, financial and non-financial performance and risk and capital structure;
    • These activities are sub delegated to the fund advisor as mandated through an Investment Advisory Agreement.
  • Monitoring social and environmental impact and corporate governance;
    • WWIM is a wholly owned subsidiary of W&W Asset Management GMBH which is part of the W&W Gruppe. Wüstenrot & Württembergische (W&W Gruppe) is a German financial services group, based in Stuttgart. The W&W Gruppe has enacted an ESG policy and has signed the principles of UNPRI (Principles for Responsible Investment) as an Asset Owner as well as the UNPSI (Principles for Sustainable Insurance).
    • WWIM adheres to the ESG restrictions as prescribed by the fund manager on a per fund basis. Currently the fund manager for the applicable funds under SRD II is also a subsidiary of W&W AM GMBH.
    • ESG restrictions are passed onto advisors as required.
  • Investee Dividend Policy;
    • The current default position on investees issuing of dividends is to take cash payment unless it is deemed more beneficial for the fund to do otherwise.
  • Voting Policy;
    • WWIM do not exercise voting rights with investees for the applicable shares, as per SRD II. Voting rights policy is determined by the fund manager on a per fund basis and WWIM will act according to policy as per the Prospectus of that fund. Current applicable fund prospectus mandates that the Investment Manager does not exercise voting rights.
  • Cooperation and communication with other shareholders, relevant stakeholders, and conducting dialogue with investee companies;
    • Current strategy does not facilitate communication with investees, other shareholders, or stakeholders. The current strategy is to invest in a large number of blue-chip investees across multiple indices and communication at the investee level is deemed not feasible or beneficial to the fund/investor. If a change in current investment strategy is enacted, this policy will be reviewed.
  • WWIM manages actual and potential conflicts of interest in relation to its engagement by:
    • Maintaining an UpToDate Conflict of Interest Policy
    • Maintaining a Conflict of Interest Register
    • Receiving Quarterly Employee Conflict of Interest declarations
    • Receiving Quarterly Directors Conflict of Interest declarations
    • Maintaining and enforcing a Personal Account Dealing Policy
    • Enacting a Company Code of Conduct
    • Maintaining a Conduct Risk Policy.

Annual Engagement and Investor (Client) Reporting Policy

Under SRD II (1110H, (4)), a relevant asset manager that has developed an engagement policy shall, on an annual basis, publicly disclose how its engagement policy has been implemented. WWIM shall, on an annual basis, disclose on its website how it has implemented its Shareholder Engagement Policy. Under SRD II (1110J, (4)), where a relevant asset manager invests on behalf of a relevant institutional investor through a collective investment undertaking, the relevant asset manager shall disclose, on an annual basis to the institutional investor how its investment strategy complies with that mandated investment strategy and contributes to the medium to long-term performance of the assets of the funds. WWIM, on an annual basis, will report as required to the Fund Manager for relevant funds, including on the following items:

  • the key material medium to long-term risks associated with the investments,
  • portfolio composition,
  • turnover and turnover costs,
  • the use of proxy advisors for the purpose of engagement activities, and
  • the asset manager’s policy on securities lending and how it is applied to engagement activities
  • how the relevant asset manager makes investments decisions based on its evaluation of medium to long-term performance of the investee company, including non-financial performance, and
  • whether and, if so, which conflicts of interest have arisen in connection with engagement activities and how the asset manager has dealt with them.

2020 SRD II Declaration

As part of the SRD II’s disclosure requirements, WWIM must disclose annually via its website how it has implemented SRD II in a way that meets the requirements of the Directive.

In 2020, the strategies of the applicable funds under SRD II did not facilitate the exercising of voting rights or communication with investee companies, as it would not have been in the best interest of the funds or our clients to do so.