Code of Conduct

Manifest is a founding signatory of the Best Practice Principles for Shareholder Voting

To find out more about the Principles Click Here for more details.

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Member of:

UKSIF

PRI

Stewardship Code

Manifest has achieved a Tier 1 of the FRC Stewardship Code  demonstrating quality and transparency.

Research Objectivity

Manifest - Be InformedAs voting levels and general interest in corporate governance has increased so shareholder voting research (proxy voting research) has come under increased scrutiny. Manifest very much welcomes the increased focus on high quality proxy research as this has been a central tenet of our business philosophy since our formation in 1995.

Regulatory Framework & Service Quality

The provision of corporate governance research and vote agency services is not a regulated activity under the Financial Services and Markets Act 2000. This is because the research and vote agency services that Manifest provides does not constitute investment advice or administration, as such FCA authorisation is not required.

Instead of FCA regulation, Manifest operates an ISO 9001:2008 Quality Management System for the provision of stewardship support services. The ISO quality framework provides a tried and tested framework for taking a systematic approach to managing an organisation’s processes so that products and services consistently meet customers’ expectations and are deemed “fit for purpose”. Manifest was first externally assessed and approved as an ISO9001 registered firm in March 1998. Our system was re-accredited by Lloyds Register Quality Assurance in March 2012.

Research Objectivity

In addition to our operational quality assurance procedures, Manifest’s research processes conform to the CFA Institute’s Research Objectivity Standards which include specific, measurable standards for managing objectivity and independence in research reports and disclosing conflicts of interest.

Manifest is also a founder signatory of the Best Practice Principles for Shareholder Voting Research and our statement can be found here.

Manifest’s Research Policy

Our philosophy has always been that governance is an integral aspect of the portfolio management process. As with many aspects of the portfolio management process, fund managers need access to timely research and governance support tools. While fund managers and pension funds may outsource their administrative, research and operational tasks to Manifest, they do not outsource their thinking or final decision making.

Manifest therefore does not have a proprietary “one size fits all” voting policy, nor do we generate generic or “house” voting  recommendations. Our research is instead based on a combination of local codes of best practice, listing rules, company law and investor-driven policy issues across the board. Voting guidance is provided by reference to a sophisticated computer model of governance metrics combined with independent analyst input for subjective issues. Each customer’s voting template is unique to them and will have been reviewed and signed off by senior investment staff prior to implementation.

Any questions relating to general policy may be directed to Manifest CEO, Sarah Wilson, or Sheila Stefani, Head of Stewardship Support Services.

Analyst Training & Knowledge

Manifest’s analysts undergo rigorous training in both our operating procedures and governance issues. Every statement made in a research report can be fully justified either by reference to a particular code or documentation provided by an Issuer.

Information used in the Research Process

All our research is based on the documents that would have been sent to shareholders. We do not make use of inside information, selective or one-to-one briefings. To do otherwise would violate the priniciple of equal access to all shareholders.

Manifest’s analysts will, wherever practical, liaise with either the Company Secretary or Investor Relations Officer of any issuer to obtain clarification on any points we perceive to be unclear. Both Customers and Issuers are encouraged to liaise directly with the analyst responsible for any report that has been published. All dialogue is monitored and material issues will be raised to a senior level through our Quality Management System.

During proxy season (March 1st to May 31st), there is only limited time available to obtain feedback between publication of agendas and voting deadlines. We therefore cannot hold back publication of reports if an Issuer is not able to respond in a timely way.

Where a shareholder proposal has been submitted we will also engage with the proponents directly to ensure that we have a detailed understanding to the background.

Analyst Objectivity

Manifest’s research is produced according to in-house procedures consistent with the CFA Institute’s Research Objectivity Standards. This means that per principle 6, Manifest’s analysts will verify facts, policies or disclosures which are unclear from corporate documentation, however they are prohibited from:

  • Sharing with, or communicating to, a subject company, prior to publication, any section of a research report that might communicate the research analyst’s proposed recommendation or rating; and
  • Directly or indirectly promising a subject company or other corporate issuer a favorable report; or
  • Threatening to change reports, recommendations, or price targets.

Equally they will not change their research on the basis of threatening or abusive communications. In the event of a dispute, issuers may refer to our Research Manager or failing that, the CEO.

Issuer Access to our Research

Any issuer covered by Manifest’s research universe may access our research reports under licence. Requests for information about licensing can be sent to issuers@manifest.co.uk.

Pre-publication Report Disclosure

Manifest does not make its reports available to issuers prior to publication. We will however always ensure that any matters requiring clarification will be made known in advance and issuers will be given an opportunity to clarify or represent their views.

Analyst Errors

Manifest takes the quality of its reports, and the data they are based on, extremely seriously. The AGM season is particularly pressured and due to the manually intensive nature of the work errors may be detected from time to time .

Where an issue is considered to be minor and unlikely to have a bearing on a customer’s vote intention, we will not notify customers of the change. Minor issues will be, for example, typographical errors, use of formal names versus “known as” etc.

Where an is considered to be major and significant (e.g. dilution limits, share plan conditions, performance targets etc) then an update will be posted and notified.

We aim to amend errors within 48 working hours of notification by email.

Right to Reply

Manifest’s role is to act as a screening mechanism for the issues that are likely to be problematic for shareholders in the context of their governance and investment policy. Client’s final voting decisions, while influenced by our research, are made independent of Manifest. Issuers are strongly advised to liaise with their owners i.e. shareholders, directly.

Manifest will not engage with any Issuer or their advisor(s) as to how any client will or may vote.