Shareholders Rights Directive II
(‘SRD II’ - 2017/828) Statement

1. Introduction

Calibrate Management Ltd (“Calibrate”) is authorised and regulated by the Financial Conduct Authority as a Full-scope Alternative Investment Manager (“Full-Scope AIFM) and a collective portfolio management investment firm (“CPMI firm”) – with FCA Firm Reference Number (“FRN”) 705601.

 

2. SRD II

Article 3g of SRD II, which is summarised in the FCA Handbook under COBS 2.2B, requires a firm such as Calibrate to either:

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“Develop and disclose an engagement policy describing how the firm integrates shareholder engagement in its investment strategy”; or “disclose why the firm has chosen not to comply with those requirements”.

 

In respect to such engagement policy, the firm is required to describe how it:

• integrates shareholder engagement in its investment strategy

• monitors investee companies on relevant matters, including:

  • strategy

  • financial and non-financial performance and risk

  • capital structure

  • social and environmental impact and corporate governance

• conducts dialogues with investee companies;

• exercises voting rights and other rights attached to shares;

• cooperates with other shareholders;

• communicates with relevant stakeholders of the investee companies; and

• manages actual and potential conflicts of interests in relation to the firm’s engagement.

 

The above engagement policy is limited to the extent that a firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).

 

3. Calibrate’s approach to engagement

Calibrate’s investment strategy is such that, whilst the firm may invest in shares traded on a regulated market (or comparable market), the resultant holdings are of an insignificant size (given market cap of invested companies), and voting power to the extent that the firm does not actively engage with investee companies. Additionally, investments are generally made in synthetic form (equity swaps) which are not votable like physical securities.

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While Calibrate generally supports the objectives that underlie SRD II, for the above reason the firm has chosen not to produce an engagement policy currently.

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For any questions regarding this disclosure, interested parties should email info@calibrate-mgmt.com.