Regulatory Disclosures

Annual Best Execution Disclosure


For prior Annual Best Execution Disclosures, please contact the Firm at IR@sandgrovecapital.com.

Annual Best Execution Disclosure 2020
Annual Best Execution Disclosure 2019
Annual Best Execution Disclosure 2020
Annual Best Execution Disclosure 2019

STEWARDSHIP AND SHAREHOLDER ENGAGEMENT DISCLOSURES

UK Financial Reporting Council’s Stewardship Code
FCA COBS Rule 2.2.3R requires FCA authorised firms to disclose whether they conform to the requirements of the UK Financial Reporting Council’s Stewardship Code (the ‘Code’). The Code, as modified in 2020, has extended the scope of the code beyond listed UK equities to fixed income and investments outside the UK, among other asset classes. Adherence to the Code is voluntary. The Firm manages event-driven strategies involving a variety of asset classes, global jurisdictions and timeframes, and approaches companies and their managements on a case-by-case basis. Therefore, while the Firm supports the principles of the Code, it does not consider it appropriate to conform to the Code at this time.
Revised Shareholder Rights Directive (SRD II)
The revised Shareholder Rights Directive ((EU) 2017/828) (“SRD II”), amending Directive 2001/36, is aimed at promoting effective stewardship and long-term investment decision making with respect to listed companies in Europe. Through COBS Rule 2.2B of the FCA Handbook, FCA authorised managers are subject to requirements that build on the provisions under the Financial Reporting Council’s Stewardship Code. Specifically, such managers must develop and publicly disclose a policy on shareholder engagement with respect to listed companies or explain why they have elected not to do so. For entities regulated by the FCA, the FCA has further expanded the scope of SRD II to cover investee companies whose shares are admitted to trading on a regulated market in the European Economic Area (“EEA”), including overseas companies with a secondary listing in the EEA, as well as investee companies whose shares are listed “on a comparable market outside the EEA”. The Firm has carefully reviewed and considered the requirements under SRD II and has concluded that while the Firm supports the general principles of shareholder engagement, it would be inadvisable for the Firm to adopt an engagement policy and make the relevant disclosures. The Firm manages event-driven strategies involving a variety of asset classes, global jurisdictions and timeframes, and approaches companies and their management on a case-by-case basis. Indeed, the Firm’s business is not focused exclusively on equities. Further, given the Firm’s event-driven investment strategy, there would be circumstances under which it would be disadvantageous to the Firm’s investors to publicly disclose its policy in relation to shareholder engagement. The Firm does maintain a proxy voting policy which is available to all investors upon request. More generally, it should be noted that the Firm takes a value-biased approach to event-driven investing, meeting with the management of companies routinely as part of its investment process in order to attempt to maximise value on behalf of the Firm’s investors. Further, the Firm’s exercise of voting (or other) rights forms part of the investment process of each portfolio and such votes are considered on a case-by-case basis. There may be times when the Firm decides it would be in the interest of its investors to cooperate with other stakeholders when engaging with companies and other issuers; again, this is a determination that is made on a case-by-case basis as part of the investment process. The Firm will keep its position under review and will update this section of the website if there is any change to its approach.
Sustainable Finance Disclosure Regulation (SFDR)
The Firm is not subject to the EU’s SFDR, as the UK did not transpose the SFDR into UK legislation. However, investors may request a copy of the Firm’s ESG policy by e-mailing compliance@sandgrovecapital.com.