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W&W Asset Management Ireland DAC 
Shareholder Engagement Policy

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 provides (inhouse) investment management 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.

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

 

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, and will make this information available free of charge on their website.

 

Shareholder Engagement Policy

This policy outlines the Firm’s approach to monitoring investee companies, exercising shareholder rights, managing conflicts of interest, and engaging with investee companies and stakeholders in line with SRD II requirements; and describes 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 may exercise voting rights either directly or via proxy through external Investment Managers. 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.

  • 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.

  • 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 Annual 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, 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,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.

 

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.

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. The policy disclosure requirements are not being currently applied as we have a small number of group institutional investors. In addition, the sub-funds covered by the Policy are not being actively marketed.

 

Review and Oversight of the Policy

This Policy will be reviewed annually or when necessary to reflect any changes in legal or regulatory requirements, market developments, or the Company’s approach to shareholder engagement. The Board of Directors is responsible for approving any changes to this Policy and ensuring its effective implementation.

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