Catella Fondförvaltning AB (”Catella”) acts exclusively in the joint interest of its clients. The objective of the management is that our clients' wealth should perform as well as possible.
Chapter 15, Section 9 of Swedish Financial Supervisory Authority (Finansinspektionen) Regulations regarding investment funds and Article 37 of the EU Commission Delegated Regulation, require the board of directors of a fund management company and an alternative investment fund manager to adopt internal rules specifying the strategies the company shall apply to determine when and how voting rights linked to the financial instruments included in each fund are to be exercised.
The purpose of this document is to present how Catella Fondförvaltning AB ("Catella Fonder") exercises its shareholder influence, including how and in what situations the voting rights linked to investments made within the context of the company's business shall be exercised. The fundamental precept in all situations is that Catella Fonder shall act solely in the joint interests of fund unit holders and that voting rights shall be exercised to the exclusive benefit of each fund. The objective is that the funds should generate the highest possible return given the fund's risk level. The ownership role is exercised so as to maximise the long term value of portfolio companies and thus fund units. Fund assets are not included in the balance sheet of Catella Fonder and unit holders may at any time withdraw their money from the funds. It is therefore essential that Catella Fonder is able to sell the funds' shares as necessary and without delay.
2. Policy for exercising shareholder influence
Catella Fonder invests on behalf of the funds, primarily in equities, bonds and other debt instruments and derivative instruments. The development of portfolio companies in which Catella Fonder invests is continuously monitored and if a company's development gives reason for discontent, Catella Fonder may elect to express this discontent by selling its holding, engaging in dialogue with management or exercising influence through the rights conferred by the funds' ownership.
As a shareholder, Catella Fonder shall actively intervene in a portfolio company, or on specific matters, either independently or jointly with other shareholders, if in the judgement of Catella Fonder it is possible thereby to create financial added value for unit holders. The potential to create added value varies among portfolio companies and depends upon factors including the size of the funds' holdings, the funds' potential return from the holding, what opportunities exist for improving governance of the portfolio company and the ownership structure of the portfolio company in other respects.
3. Attendance at general meetings
Catella Fonder shall normally attend general meetings of the portfolio companies in which the funds are major shareholders as well as the general meetings of other portfolio companies at which key issues are raised, and shall exercise its voting rights at these meetings. Catella Fonder considers itself a "major shareholder" if the funds own 5 percent or more of equity and/or voting rights in a portfolio company. Depending upon the ownership structure in other respects and existing opportunities for owner cooperation, Catella Fonder may also actively intervene in other portfolio companies.
4. Participation in nominating committees, etc.
If it is possible in Catella Fonder's judgement to create added value for unit holders, Catella Fonder may exercise shareholder influence by having representatives on the nominating committees of portfolio companies. In exceptional cases, Catella Fonder may also appoint representatives to the boards of directors of portfolio companies.
Decisions to nominate representatives to the nominating committee or board of directors of a portfolio company are at the discretion of the CEO of Catella Fonder.
5. Exercising voting rights and monitoring corporate actions
1. There are several companies within the Catella group ("Catella") that invest on their own behalf or on behalf of clients. Operations within Catella Fonder are clearly separated from these other operations, and Catella Fonder shall therefore in exercising its voting rights consider only the best interests of unit holders, irrespective of any interests Catella may otherwise have in the portfolio company concerned. However, this does not preclude that coordinated action between Catella Fonder and another Catella company (or, for that matter, an external owner) concerning specific matters may be deemed to the benefit of unit holders. When Catella Fonder exercises its voting rights, it does so in accordance with the investment objectives and policy of each fund as set forth in the fund rules for each respective fund. When Catella Fonder exercises its voting rights, an assessment is made in every instance as to whether any conflict of interest may arise for the fund or fund unit holders and, if so, how such conflicts should be managed.
2.The fund manager is ultimately responsible for monitoring corporate actions and for ensuring that the fund votes at general meetings in accordance with the investment objectives and policy. However, Catella Fonder applies the fundamental precept that all funds must be in consensus concerning important matters affecting the portfolio company's operations. To this end, Catella Fonder has appointed an ownership representative who, in consultation with fund managers, decides how the fund shall vote at general meetings. The ownership representative, who is currently the CEO of Catella Fonder, in turn reports to the Board of Directors of Catella Fonder.
3. The responsibility of the fund manager for ensuring that each fund votes at general meetings in accordance with the investment policy ensures that conflicts of interest are managed.
4. Catella Fonder may, if deemed appropriate, issue a proxy to a third party to represent Catella Fonder at a general meeting. Such a proxy shall be preceded by the same preparatory work as if Catella Fonder itself, through an employee, were to be represented at the meeting.
Upon request and free of charge, Catella Fonder will subsequently report to unit holders its positions on key individual ownership issues and the underlying rationale in each case.
6. Information policy for sustainability and responsible investment
Sustainability is business critical and can offer both opportunities and risks, with increased global awareness of world-wide challenges and greater client insight in this area. Catella Fonder became a signatory to the UN's Principles for Responsible Investment (PRI) in September 2009 as part of its efforts to be a responsible investor and shareholder. These six principles form the foundation of Catella Fonder's sustainability efforts, and we believe that increased focus on sustainability contributes to the value development of the funds by highlighting the risks and opportunities in the portfolio companies. Based on our own values and our clients' preferences, this position has resulted in the integration of environmental, social and governance aspects with our management activities. The policy applies to all of Catella Fonder's actively managed equity funds, including Catella Hedgefond (Catella Sverige Index is excluded from this part), and their Nordic equity holdings.
1. Review and screening of holdings: Catella Fonder's portfolio managers incorporate ethical considerations into their company analysis and investment decisions. The company has appointed a sustainability manager to guide the ongoing portfolio management. The holdings and investment universe of each fund (based on the SIXRX and VINX indexes) is screened twice annually by Sustainalytics, based on
- Global norms and conventions that identify portfolio companies involved in violations of international norms relating to the environment, human rights, corruption and working conditions.
- Sectors and products that are controversial based on the sustainability policy of Catella Sverige Aktiv Hållbarhet.
The results of the screening are monitored internally within Catella Fonder by the portfolio managers and the Risk function. Portfolio companies that violate international norms are divested if information is received that a portfolio company is in breach of the above principles. Portfolio companies involved in controversial sectors and products are managed according to the sustainability criteria set for each fund, which are contained in the prospectus.
2. Sustainability of governance in portfolio companies: In their ongoing contact with portfolio companies, the portfolio managers should engage in dialogue about the risks associated with ESG, at both company level and supplier level, and should encourage the companies to be transparent in this area. It should be natural for the portfolio managers to approach sustainability managers when gathering information about ethics at portfolio companies.
As a shareholder, Catella Fonder strives to ensure that the portfolio companies in which the funds invest take account of ethics and sustainability in the areas of environmental, social and governance (ESG) in their activities. Catella Fonder also works towards increased transparency and reporting of ESG in the companies we invest in.
3. Monitoring and documentation: The Risk function is responsible for monitoring compliance with Catella Fonder's policies for sustainability and responsible investment in the management of its funds. Furthermore, the sustainability work is documented through the following documents.
- Annually in a Sustainability Review in accordance with the guidelines of the Swedish Investment Fund Association, which can be found on our website.
- Swesif's Sustainability Declaration, which is currently prepared for the actively managed funds – including Catella Hedgefond (Catella Sverige Index is excluded from this part).
- PRI survey that reports on the work of Catella Fonder.
- The Annual Reports for our funds, which from 2018 contain accounts of the Sustainability Profile of each fund and any nonconformities and consequent action.
You can find out more about Catella Fonder's sustainability work on our website under "Sustainability Review Catella Fondförvaltning"
7. Management of insider information in the exercise of shareholder influence
Catella Fonder's mandate in connection with the management of investment funds and alternative investment funds is to act exclusively in the joint interests of unit holders. Accordingly, Catella shall as far as possible avoid restrictions to the fund management. Catella therefore avoids, to the greatest possible extent, accessing information that affects prices and which is not generally known or is non-public (insider information), or accessing information bordering on insider information, that is, grey zones, referred to generally as "insider situations". Despite this, Catella will from time to time find itself in insider situations. Policies are in place to manage these situations, including that the group of individuals informed about the insider situation must be restricted as far as possible and that Catella Fonder must take action to prevent employees from using the information for personal gain or in the company's operations.
Please direct any questions concerning Catella Fonder's ownership policy to the company's ownership representative or the CEO.