W&W Asset Management Ireland DAC

Shareholder Engagement Policy

W&W Asset Management Ireland DAC Shareholder Engagement Policy & The Shareholders Rights Directive (SRD II)

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.

The Shareholders’ Rights Regulations 2020 require asset management companies to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement in their investment strategy. W & W Asset Management Ireland DAC (“WWAMI” / the “Firm”) has established this policy in compliance with SRD II requirements.

The Firm is authorised by the Central Bank as an Alternative Investment Fund Manager pursuant to the AIFMD Regulations and as a UCITS Manager pursuant to the UCITS Regulations. The Firm is deemed to be an “asset manager” under SRD II.

In 2022, WWAMI received approval from the Central Bank of Ireland to extend it authorisation for the Management of portfolios of investments, Investment Advice and Reception and Transmission of orders. The Firm currently provides these (inhouse) services to three sub-funds of W&W Global Investments Fund as described below. The Firm also delegated day-to-day investment management of a number of funds to third party asset managers (“sub-investment managers”), as described below.

Inhouse Investment Management Services

For the purposes of SRD II, (WWAMI) is identified as a relevant asset manager. WWAMI 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.

WWAMI 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:

Third Party Investment Managers

WWAMI has delegated the investment management function for a number of funds under its management to various third party Investment Managers. Therefore, the Firm shall rely on the policies of each relevant Investment Manager. The Firm has policies and procedures in place to maintain on-going oversight of their delegated activities.

On an annual basis, each Investment Manager will publicly disclose how their engagement policy has been implemented.

Each relevant Investment Manager will make this information available free of charge on their website.

Shareholder Engagement Policy

Under Article 3g of SRD II, asset managers are required to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement in their investment strategy. This policy should describe how the Firm monitors investee companies on relevant matters including:

  • 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
  • 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;
    • WWAMI 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 WWAMI 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 investment grade securities 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.
  • WWAMI manages actual and potential conflicts of interest in relation to its engagement by:
    • Maintaining an up to date 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. WWAMI 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. WWAMI, on an annual basis, will report 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.

2023 SRD II Declaration

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

In 2023, 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.