W&W Asset Management Ireland DAC
Remuneration Policy

1. Introduction

W&W Asset Management Ireland DAC (“WWAMI” or the “Firm”) remuneration policies and procedures are consistent with:

ESMA Guidelines on sound remuneration policies under the UCITS Directive and AIFMD; and
The Firm’s strategies for Sustainability and Environmental, Social, & Corporate Governance (“ESG”) and the requirements of the Sustainable Finance Disclosure Regulation (EU) 2019/2088 ("SFDR").

Our policy promotes sound and effective risk management and does not encourage risk-taking that may be inconsistent with the risk profile of the Firm and the funds it manages. The Firm ensures that any Delegate to whom such requirements also apply pursuant to the ESMA Remuneration Guidelines will have equivalent remuneration policies and practices in place.

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 management and the assumption of social responsibility.

2. Categories of staff

In accordance with ESMA Guidelines, the Firm has identified individuals whose professional activities have a material impact on the Firm’s risk profile as well as risk profile of the UCITS and AIFs it manages. The “identified staff” includes:

Executive Directors; and
Senior Management; and
Control Function Positions.

Non-executive Directors receive a fixed fee only and do not receive performance-based remuneration therefore avoiding potential conflict of interest.

3. Remuneration Structure Identified Staff Remuneration

The Firm does not impose a limit with regard to variable compensation versus fixed compensation for identified staff. Fixed and variable components of total remuneration should be appropriately balanced, and (subject to the proportionality-based approach the Firm takes) the general policy is to pay all staff a fixed component representing a sufficiently high proportion of the total remuneration of the individual to allow the operation of a fully flexible policy, to the extent that is appropriate in each case, with the possibility of not paying any variable component. However, proportionality operates within the Firm (not just across it) including with respect to the appropriate balance of fixed and variable remuneration. Under the ESMA Guidelines, different categories of identified staff should comply with specific requirements which aim to manage the risks their activities entail.

Within the Firm, proportionality criteria for different categories of identified staff include the following (based on the ESMA Guidelines):
- Size: Value of the assets under management and/or liabilities or risks exposure, of the AIFM and of the AIF(s) that the Firm/the category of identified staff manages; as well as the number of staff in the category
- Internal Organisation: complexity of internal governance of, or the listing of the AIFs managed by, a specific category of identified staff
- Nature, scope and complexity of the activities: The complexity of the investment strategy and the skillset required to run the strategy, the underlying risk profile of the business activities carried out by the category of identified staff, the type of activity (e.g. investment management only, or also additional functions under Annex I of AIFMD or the "MiFID" functions under Article 6 of AIFMD (e.g. IPM and investment advice), the type of investment policies and strategies, any cross-border aspects, or additional management of UCITS.

The Firm may further take relevant criteria into account in tailoring and determining that specific requirements for a category if identified staff are proportionate, including

(i) size of the obligations into which a risk taker may enter on behalf of the Firm;
(ii) the size of the group of persons, who have only collectively a material impact on the risk profile of the Firm; and
(iii) the remuneration structure for the relevant category of staff, including percentage of variable over fixed.

Fixed remuneration is determined on the basis of the role of the individual staff member, including professional experience, qualifications, responsibility, job complexity, and market conditions and is specified in the contract of employment. Fixed remuneration salaries are reviewed annually. Fixed remuneration also includes benefits in kind to reflect local market practice and support employee health and wellbeing.

The Firm provides pension benefits to its staff and confirms that its policies are in line with the business strategy, objectives, values and long-term interests of the Firm and the AIFs/UCITS.

In determining specific individual variable remuneration amounts, a number of factors are considered including non-financial goals and objectives and overall financial performance of the Firm and its Funds. Staff members conduct during the year is also considered.

4. Independent Non-Executive Directors

The Independent Non-Executive members of the Board of Directors receive a fixed fee only and do not receive performance-based remuneration therefore avoiding a potential conflict of interest. The basic fee is set at a level that is on par with the rest of the market and reflects the qualifications and contribution required in view of the AIFs/UCITS complexity, the extent of the responsibilities and the number of board meetings. No pension contributions are payable.

5. Delegation

The firm does not delegate portfolio Management or Risk Management activities. Where activities are delegated, the Firm requires that:

a) the entities to which such activities have been delegated are subject to regulatory requirements on remuneration that are equally as effective as those applicable under the ESMA Guidelines/Annex II of the Directive; or

b) appropriate contractual arrangements are put in place with entities to which such activities have been delegated in order to ensure that there is no circumvention of the remuneration rules set out in the ESMA Guidelines/Annex II of the Directive

6. Disapplication of certain provisions of the ESMA Guidelines

In accordance with the proportionality provisions and of the Regulations, together with the risk profile, appetite and risk strategy of the Manco and each of its Managed Funds, taking into account a non-exhaustive combination of its size, nature and the scope and complexity of its activities, together with any other relevant criteria and within the limits of the ESMA Guidelines, the Board has dis-applied the following requirements of the ESMA Regulations and the Guidelines in relation to the following:

variable remuneration in instruments;
retention;
deferral;
ex post incorporation of risk for variable remuneration (together, with the immediately foregoing, the Pay-out Process Rules); and
the requirement to establish a remuneration committee (see below).

7. 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: Due to 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 asset management companies. The Firm has a risk framework in place to effectively manage the portfolio risks of the funds under management.

Internal Organisation: The Firm was incorporated in Ireland on April 30, 1999 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 is currently appointed as manager to, 2 umbrella QIAIFs and 2 umbrella UCITS. The Firm is authorised to carry on individual portfolio management services. The funds under management are domiciled in Ireland and the investment strategies of the funds are not complex, the funds under management predominantly have relatively low risk profiles, long-term investment objectives and low-frequency trading.

8. Remuneration Reporting & Disclosures

The Compliance Function confirms to the Board on a quarterly basis the Firm's remuneration policy is accurate and up to date. On an annual basis, they review the Policy and request an attestation from the Executive Management that:

a) The overall remuneration system operates as intended;
b) The remuneration pay-outs are appropriate;
c) The risk profile, long term objectives and goals of the UCITS and AIFs are adequately reflected;
d) The policy reflects best practice guidelines and regulatory requirements. Compliance and the Board will take appropriate measures to address any deficiencies identified in the Remuneration Policy; and

As per ESMA guidelines small or non-complex management companies are only expected to provide some qualitative information and very basic quantitative information where disclosures are required. The Firm complies with the disclosure requirements set out in the Regulations and ESMA guidance in this manner. The Firm confirms the total value of remuneration and the overall percentage of variable versus fixed remuneration paid at a Firm level during the year within published annual accounts of each fund under management .

9. Roles and Responsibilities

The Board is responsible for ensuring that the Firm’s overall Remuneration Policy and framework is consistent with the strategic objectives of the Firm and its Funds, and takes account of risk appetite, regulatory compliance, stakeholder interests, performance metrics and incentives and market competitiveness.

The Executive Management 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 Compliance function 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 may carry 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.

10. Risk Management

The Remuneration Policy is consistent with and promotes sound and effective risk management by:

a) having a business model which by its nature does not promote excessive risk taking;
b) defining performance goals and objectives for the funds under management which are aligned with the business, the funds’ mandates and market competitiveness; and
c) ensuring that the fixed salary element of those involved in relevant functions reflects the market rate.

11. Conflicts of Interest

With respect to identifying, managing and mitigating conflicts of interest In the context of remuneration, there are various levels of oversight and controls, including; the Conflicts of Interest Policy, Conflicts of Interest Log, Staff and Director declarations and attestations, as well as external public and legal searches to support declarations for Fitness & Probity and Conflict of Interest verification implemented by the Firm Reference should be had to the Conflicts of Interest Policy for further details.

12. Alignment with long term interests & sustainability

This Remuneration Policy focuses on sustaining a long-term value creation for shareholders and promoting sound and effective Portfolio and Risk management. through a stringent governance structure for setting goals and communicating these goals to employees and secondees. The policy ensures that remuneration is linked to the Firms strategies for sustainability and ESG It incorporates measures to manage conflicts of interest, including both financial and non-financial goals in fund performance and result assessments.

The Remuneration Policy reflects the Firm's pay-for-performance approach, which is designed to align with the long-term interests of the Firm and its Funds, its employees, secondees and clients. In addition, it ensures that:

a) the Firm is able to attract, develop and retain high-performing and motivated employees / secondees in a competitive, international market;
b) the Firm is able to meet its strategic business needs;
c) employees / secondees are offered a competitive remuneration package which is gender neutral; and
d) employees / secondees feel encouraged to create sustainable results in line with the long-term interests of the Firm and its clients.

The Firm shall seek periodic confirmations from each delegate investment manager that their remuneration policies and procedures are consistent with the integration of sustainability risks and the remuneration structures are not encouraging excessive risk-taking with respect to sustainability risks.

13. Review

The Remuneration Policy will be subject to an annual internal review by the Compliance Function. Given the nature, scale and complexity of the Firm's activities, the Remuneration Policy will not be subject to an external, independent review by a third party but may be subjected to an internal audit.

W&W Asset Management Ireland DAC Remuneration Policy

W&W Asset Management Ireland DAC
Remuneration Policy