SRD II Statement of Compliance
What is SDII Article 3j(2?
Article 3j(2) of the Shareholder Rights Directive II (SRD II) requires proxy service providers to publicly disclose certain information on an annual basis to ensure transparency and reliability in their activities.
Transparency in Minerva’s Proxy Voting Services
Minerva Analytics ensures that is aligned with Shareholder Rights Directive II (SRD II) Article 3j(2), as we are committed to ensuring that our clients are fully informed about the accuracy and reliability of our research and voting recommendations based on their voting policy.
In compliance with the Directive and our commitments as a signatory of the Stewardship Code and BPPG Code of Conduct, we publicly disclose an annual report. Minerva Analytics ensures compliance with the SRDII by adhering to rigorous standards and practices. Here is a summary of how Minerva aligns with the SRDII requirements:
- Methodologies and Sources
We provide detailed explanations of the methodologies used in developing our research and custom voting guidelines. This includes detailing the information sources consulted to create our clients’ custom voting policies and how data is analysed and interpreted to support them.
Minerva distinguishes itself by not adhering to a uniform “house policy.” Instead, we provide a policy engine that allows clients to define their unique perspectives on asset stewardship.
Our baseline policies are crafted in accordance with global and national frameworks, clients’ individual investment strategy statements and beliefs, and the varying company laws across different markets.
We conduct an annual review of the guidelines to ensure we consider any legal and country changes, as well as trends and shifts in our clients’ preferences.
Consequently, each client’s recommendations are tailored based on their specific voting policies, aligned with their unique stewardship and investment philosophies. This approach ensures that all clients receive individualised guidance based on their bespoke voting policy.
Minerva ensures accuracy and relevance in its research by scrutinizing over 1,000 indicators per company, adhering to a consistent data framework. Our focus on consistency and high-quality data is crucial to helping clients make informed stewardship decisions. Additionally, Minerva actively scans for emerging trends to help investors manage stewardship risks.
Minerva uses publicly disclosed information provided by companies as part of their regulatory obligations, such as Listing Rules. These sources include:
Minerva uses publicly disclosed information provided by the companies as part of their regulatory obligations, e.g., Listing Rules. These sources include:
- Annual reports and accounts.
- Proxy statements.
- Company websites.
- Regulatory news announcements.
- Sustainability/integrated reports.
2. Quality Assurance
We maintain robust internal quality control procedures to ensure the integrity, accuracy, and timeliness of our service. Our analysts receive regular training, and our research processes undergo internal reviews. Every data point we collect is meticulously documented, including its precise location in the relevant disclosure. Additionally, we log client feedback, whether it pertains to data queries, interpretation, or opportunities to develop new services.
- Conflicts of Interest
Minerva’s Conflicts of Interest Policy and Standards of Conduct and Performance Policy are fundamental to our commitment to maintaining the highest ethical standards and upholding the trust our clients place in us. While our primary goal is to avoid conflicts of interest, we acknowledge that potential conflicts may arise. Therefore, we disclose any actual or potential conflicts of interest that could influence our research process, along with the measures taken to mitigate such risks.
- Engagement and Voting Reporting
Our research reports are made available to our clients and issuers after publication. We do not engage with companies unless they contact us first. When companies reach out, we respond in writing to address their concerns regarding our published reports. If we agree with their concerns, we make the necessary changes.
It is important to note that undue pressure from companies or harassment of Minerva or its employees for not agreeing to make changes to reports is considered a form of retaliation and is deemed unacceptable. Such actions undermine the integrity and objectivity of the research process.
Minerva’s expert Stewardship Team provides customised web and narrative reports upon request, offering a report that detailed insights into the companies on which they have voted. These voting reports can range from complex analyses with graphs and notable meeting summaries to simple voting information.
- Vote Recommendation Process
Minerva’s award-winning vote management platform, Manifest.info, features several dedicated pages focused on audit. Clients can view and download real-time reports of all votes submitted, as well as details of portfolio holdings reconciliation. These pages enable full management and oversight of the process from receipt of meeting notices to submission of voting instructions. This includes the production status of issuer research for upcoming voting events, as well as the date and identity of client confirmation of votes and their dispatch by Minerva.
Settled portfolio holdings positions are captured from client custodians daily to ensure that our clients have a comprehensive picture of their voting queue. The messages are exchanged through secure file transfer and include, where relevant, information relating to stock lending. All records in the system are time, date, and user ID stamped for comprehensive audit trails.
As mentioned previously we are a signatory of the Stewardship Code and Best Practice Principles Group (BPPG). In the report, we describe the steps taken our research process to voting recommendations and voting results being accessible in our in-house voting platform Manifest.info. By adhering to the Stewardship Code and BPPG transparency standards, we aim to reinforce confidence in the objectivity and reliability of our services.
Discover how Minerva can help navigate the complex regulatory requirements and make informed voting decisions.