Minerva is pleased to make the following statement of compliance in respect of our SRDII obligations.
Shareholders Rights Directive II
The Shareholders Rights Directive (SRD II) aims to promote effective stewardship in Europe and the UK through high quality voting and engagement by institutional investors. Minerva welcomes the SRD II and the associated enhancement of shareholders’ rights. Minerva has considered the changes and impact of the revised Directive in more detail here.
Article 3j of the Directive seeks to enhance the transparency of proxy advisors. As a result of this article, Minerva must disclose, on a comply or explain basis:
- A code of conduct
- Information about the preparation of our research
- Disclosure of any actual or potential conflicts of interest
The Proxy Advisors (Shareholders’ Rights) Regulations 2019
SRD II was transposed into UK law through The Proxy Advisors (Shareholders’ Rights) Regulations 2019 and the Financial Conduct Authority (FCA) is now responsible for the monitoring and oversight of the requirements for proxy advisors as detailed in their explanatory memorandum.
Since the UK became one of the first countries to implement the rules on a national level, Minerva has reviewed the impact and changes this will have on FCA-regulated asset managers and continues to support our clients with these requirements.
Further details of the FCA regime can be found at: Proxy advisors | FCA
Best Practice Principles For Shareholder Voting Research (BPPG)
Minerva is a signatory to the Best Practice Principles for Shareholder Voting Research and has actively participated in the development of the principles as a member of the BPP Group since 2013. The purpose of the BPPG is to improve understanding and transparency of the role of firms which provide services to institutional investors.
As a founder signatory to the BPP, we have produced a statement affirming our commitment to the Principles together with our policies and procedures in respect of Service Quality, Conflicts of Interest Management, and Market Communications.
Minerva considers that its BPPG Statement fulfils the SRDII and FCA obligation to publish a Code of Conduct and a statement on the application of the Code. Furthermore, the directors attest that Minerva complies with each of the principles together with the related guidance.
An Executive Summary Code Statement is also available.
The BPPG has appointed an Independent Oversight Committee to monitor the implementation of the Code. Their report can be found here on the BPP Group website. In addition to the overall report, the IOC provided each signatory with an additional feedback statement and we have fully engaged with the IOC in respect of their observations and suggestions for improvement.
Stewardship Code 2020
Minerva was a voluntary signatory of the FRC’s Stewardship Code since from its original launch in 2010. Minerva is currently in the process of applying to become a signatory to the FRC Stewardship Code 2020.
We recognise the importance of the Six Principles for Service Providers and their role for supporting effective stewardship and continue to put these principles into practice.