Complaints handling policy
The Board has approved the following complaints handling policy (the Policy) in respect of the Company, in accordance with CSSF Regulation 13‐02 and CSSF Regulation 14/589.
The purpose of this Policy is to specify the obligations incumbent on the Company in relation to the handling of complaints of the Company’s clients (the Complainants) in order to protect them against any misunderstandings and insure each Complainant that his/her/its complaints will be adequately treated, answered and followed up.
ShelteR Investment Management’s Remuneration Policy has been approved by the Board of Directors of the management company. The provisions of the Remuneration Policy are reviewed on a regular basis by the Remuneration and Appointments Committee and are adjusted to fit the changing regulatory framework. The remuneration policy includes a description of how remuneration and benefits are calculated. A copy of the policy is available free of charge upon request.
The board of directors of ShelteR Investment Management (“SIM”) (the Company) (the Board) has approved the following compliance policy (the Policy) in respect of the undertakings for collective investment in transferable securities (UCITS) or sub-funds thereof for which the Company acts as management company in accordance with the Luxembourg act of 17 December 2010 relating to UCITS, as amended (the Managed UCITS) (the 2010 Act).
PURPOSE AND SCOPE
The purpose of the Policy and the permanent compliance function is to detect any risk of failure by the Company to comply with its obligations under the 2010 Act, as well as the associated risks, and to have in place adequate measures and procedures to minimise such risks and to enable the CSSF to exercise its powers effectively under the 2010 Act.
The Policy defines the fundamental principles, roles and responsibilities of the compliance function within the Company as well as its relationship with the Board and other operating units of the Company.
OBJECTIVES OF THE COMPLIANCE FUNCTION
The compliance function will have as its objective to:
- monitor and, on a regular basis, assess the adequacy and effectiveness of the Policy and the actions taken to address any deficiencies in the Company’s compliance with its obligations under the 2010 Act;
- advise the relevant persons responsible for carrying out services and activities and assist them in complying with the Company’s obligations under the 2010 Act.
- identify and evaluate the compliance risks (as defined in section 2.2) within the organisation;
- report on a regular basis to the Board, as further set out under section 6 below;
- act as an adviser in compliance matters within the organisation.
The compliance risk is defined as the risk the Company may suffer as a result of its failure to comply with the 2010 Act and includes:
- legal and regulatory risk;
- reputation risk;
- litigation risk;
- risk of financial loss.
RESPONSIBILITIES AND COMPETENCIES
Responsibilities of the Board
The Board is responsible for defining the compliance principles to which the organisation has to adhere and organising the permanent and independent compliance function. The efficiency of implementation of the Policy has to be evaluated where deemed necessary by the Board.
Responsibilities and competencies of the compliance function
Mr Marc Lefèbvre is designated by the Board for overseeing the proper performance of the compliance function (the Compliance Officer).
In performing its duties pursuant to section 2 above, the Compliance Officer must:
- identify and assess the compliance risks associated with the Company’s current and proposed future business activities, including new products, new business relationships and any extension of operations;
- identify and keep an inventory available to all staff of the laws and regulations pertinent to the Company;
- advise the Board and the conducting officers of the Company (the Conducting Officers) on applicable laws and inform them about any developments in these areas;
- establish written guidelines to staff and service providers on the appropriate implementation of the 2010 Act and applicable laws through policies and procedures;
- assess the appropriateness of internal policies, procedures and guidelines, ensure a follow-up of any identified deficiencies, make recommendations for amendments, where necessary, and supervise the implementation of corrective measures to mitigate the identified deficiencies;
- monitor compliance with internal policies, procedures and guidelines by performing regular and comprehensive compliance risk assessments and testing; report the results on a regular basis and promptly where deemed necessary to executive management and, if necessary, the Board;
- centralise all information on compliance-related issues (e.g.: breach of regulation, non-respect of procedures, conflict of interest etc.);
- educate staff with respect to compliance with Applicable Law and act as advisor on compliance queries from staff members;
- liaise with relevant external bodies and regulators on compliance matters;
- establish and/or supervise appropriate compliance checks and controls.
The Compliance Officer has a high professional competence in the domain of financial activities covered by the 2010 Act.
Responsibilities of operating units, staff members and external service providers of the Company or Managed UCITS
Members of the Company’s operating units, staff members and external service providers of the Company or Managed UCITS are responsible for:
- organising and managing their business and operational areas in a proper professional manner;
- implementing the Policy in their respective business and operational areas;
- reporting all breaches thereof promptly to the Compliance Officer.
INDEPENDENCE OF THE FUNCTION
The Compliance Officer will not be involved in the performance of services or activities he/she monitors
The method of determining the remuneration of the Compliance Officer and any other person involved in the compliance function may not, and may not be likely to, affect their objectivity
The Compliance Officer will have the necessary authority and access to all relevant information which is necessary for the proper performance of his/her tasks. Any confidential information received during the course of the exercise of his/her function as Compliance Officer cannot be used for any personal gain nor in any manner which would be contrary to law or detrimental to the interests of the Company.
RIGHT TO INITIATE INVESTIGATIONS
The Compliance Officer has the right to start investigations at its own initiative, when deemed necessary. In such case, the Compliance Officer may use the expertise from other functions within the organisation (e.g. legal department…). The Compliance Officer remains, however, responsible for coordinating the investigation and for presenting the outcome of the analysis to the Board, if appropriate.
The Compliance Officer will report on a frequent basis, and at least annually, to the Board on matters of compliance, indicating in particular whether appropriate remedial measures have been taken in the event of any deficiencies.
The Compliance Officer has the right to discuss any relevant issue with any Board member that is not a Conducting Officer and to report significant incidents directly to that Board member.
RECOURSE TO EXTERNAL EXPERTS
The Compliance Officer has the right to recourse to the expertise or technical means of third parties outside the institution or within the same group, for certain specific or technical aspects (e.g. legal advice), but retains responsibility for outsourced or co-sourced assignments.
Third party access to confidential info must be subject to adequate supervision and/or execution of a confidentiality agreement.
Voting Rights Policy
The board of directors of Shelter Investment Management (“SIM”) (the Company) (the Board) has approved the following policy for exercising voting rights by or for the account of the undertakings for collective investment in transferable securities (UCITS) or sub-funds thereof for which the Company acts as management company in accordance with the Luxembourg act of 17 December 2010 relating to UCITS, as amended (the Managed UCITS). References to a Managed UCITS shall include that Managed UCITS’s sub-funds, unless the context requires otherwise.
In exercising the voting rights by or for the account of the Managed UCITS, the Company will always comply with the following principles:
- The Company will act in the exclusive interest of the Managed UCITS and their investors.
- The Company will ensure that the voting rights are exercised in accordance with the investment objectives and policy of the Managed UCITS.
- The Company will appropriately monitor relevant corporate events of the Managed UCITS.
This voting right policy will apply in respect of any instrument carrying out voting rights held by a Managed UCITS. For the avoidance of doubt, this will also apply to the shares of intermediary holding companies of the Managed UCITS.
A decision to vote and how to vote will be taken by the Board.
However, in respect of Managed UCITS for which the portfolio management has been delegated by the Company to a third entity (a Delegate), the Company may decide to entrust the right to exercise the voting rights of the relevant Managed UCITS to such Delegate. In such case, the Company will ensure that the Delegate complies with the principles laid down in this voting policy and, to this end, that the Delegate reports any voting decision to the Company sufficiently in advance of the relevant vote.
In respect of the decisions listed below, the Company will, and will cause any Delegate to, exercise the voting rights by or for the account of the Managed UCITS as follows:
- Amendments to the articles of associationAny amendment to the articles of association must be made in the exclusive interest of the Managed UCITS and their investors.
- Approval of financial statements and allocation of incomeThe approval of the financial statements is subject to the following criteria:
- completeness of the financial statements;
- accessibility, consistency and continuity of financial information;
- legibility and stability of the company’s strategy;
- comprehensive and immediate presentation of financial risks, off-balance sheet commitments and disputes pending resolution;
- presentation by the relevant underlying company of its non-financial risks;
- compliance with any applicable legal and regulatory requirements.
CONFLICTS OF INTEREST
In accordance with regulatory requirements, the Company has established a conflicts of interest policy in order to identify, prevent and manage conflicts of interest. In implementing this voting policy, the Company will ensure that it complies with the principles set out in the conflicts of interest policy.
RECORDKEEPING AND DISCLOSURE
This voting policy will be available to the investors in the Managed UCITS upon request. Any material changes to the policy will be made available to investors in the Managed UCITS in the same manner.
In respect of each Managed UCITS, the Company will record all voting events and will make such information available to the investors of the relevant Managed UCITS free of charge upon request.