The Company is authorised as a UCITS Management Company pursuant to Directive 2009/65/EC and an Alternative Investment Fund Manager (“AIFM”) pursuant to Directive 2011/61/EU. In addition, the Company is authorised to provide investment services to professional clients and eligible counterparties in terms of Directive 2004/39/EC (“MIFID”) and recognised as a Fund Administrator by the MFSA.
The Board of the Company has considered the application of the proportionality principle and, taking into account the regulatory requirements as well as ESMA and MFSA’s Guidelines, has determined that, given the size and internal organisation of the Company and the nature, scope and complexity of its activities, it is able on proportionality grounds to neutralise at the level of the whole Company, the remuneration rules relating to the pay-out process of the variable remuneration (Annex II, point (1),m) to o) of the AIFM Directive and Article 111ter, (1), points m) to o) of the UCIT Directive), and the requirement to establish a remuneration committee (Annex II, point (3) of the AIFM Law and Article 111ter, (3) of the UCITS Directive). The Remuneration Policy of the Company is available upon request.
Disclosure in terms of Directive (EU) 2017/828 of the European Parliament and of the Council (the “Shareholder Rights Directive II” or the “Directive”)
FCS Asset Management Ltd (“FCS”), in its capacity as Fund Manager, holds or may acquire holdings in public listed securities, which holdings would be subject to the provisions of the Directive.
In this respect, FCS has established an internal threshold of 2%, whereby in the event that it holds no more than 2% of the shares in circulation of any individual issuer, it shall not enter into engagement policies with its clients to promote shareholder engagement. It is FCS’ view that the exercise of voting rights (or, indeed, failure to exercise voting rights) in holdings below 2% of the shares in circulation of any individual issuer would not have a material impact of the operations of such issuers. However, entering into agreements under the Directive would entail additional costs to FCS’ clients.
Should at any time FCS (for its funds) hold more than 2% of the shares in circulation of any individual issuer, or should FCS enter into an agreement under the Directive for whatever reason, FCS will endeavor to make the necessary information publicly available within a reasonable time frame.
FCS will continue to manage any conflicts of interest through its Conflicts of Interest Policy, and will ensure responsible voting in the case of its holdings in public listed companies, irrespective of whether an engagement under the Directive is entered into.