Gore Street does not comply with the requirements of the Shareholder Rights Directive (“SRD II”), as it considers that it has an investment strategy that is not commensurate with outcomes sought thereunder. Moreover, the Firm ensures that its clients are regularly and routinely apprised of the investment strategies employed by Gore Street. As such, it is felt the clients would not expect the Firm to achieve compliance with the core requirements of the SRD II. Gore Street is predominantly a private equity focused investment manager, and therefore, while the Firm may from time-to-time hold listed equity as a result of debt for equity swaps, such equity holdings are de-minimis and not material for our clients.
Engagement Policy Disclosure
Gore Street has published a disclosure on the Firm’s website, explaining why it does not comply with the requirements of SRD II.
Annual Update and Disclosure
This policy and the related disclosure are reviewed on at least an annual basis and presented to the Management Body. As part of this review, Gore Street will update its annual disclosure to include consideration of the following: • A general description of voting behaviour;
- An explanation of how it has cast significant votes, including how it has cast votes in the general meetings of companies in which it holds shares; and
- Reporting on the use of the services of proxy advisors.
The annual disclosure, when applicable, will be made on an annual basis. The annual disclosure template can be found in Appendix 8A.
Shareholder Engagement and Proxy Voting
The Firm monitors and records the way in which it has engaged with investee companies, including with regard to, and in accordance with, proxy voting policy and procedure as outlined in Appendix 8.
Gore Street maintains a record of votes exercised and periodically, and on at least an annual basis:
- Review the Firm’s voting record and confirm that a random sample of proxy questions were voted according to the approved policy; and
- Review any material conflicts that have been documented and determine independently
whether the conflict was resolved in favour of the client’s interests.
Gore Street is not required to disclose votes that are insignificant due to the subject matter of the vote or the size of the holding in the company. The Firm will consider the significance of each vote on an ongoing basis and in accordance with its proxy voting policy (as outlined below).
SRD Institutional Investors
When necessary, Gore Street will comply with the disclosure requirements of SRD II with respect to separately managed accounts of SRD institutional investors and/or, with respect to any such investors in funds to which it is the AIFM by making such information publicly available on its website. Such disclosures will be provided and updated on at least an annual basis.
The Firm will also provide this information where requested to by other (non-client) SRD investors when the Firm is required to do so.