Engagement Policy & Shareholder Rights Directive

The EU Shareholder Rights Directive II (“SRD II”) contains various obligations relating to shareholder engagement and transparency. These obligations were implemented in the UK on the 10th June 2019, and those which apply to asset managers are contained in the Financial Conduct Authority’s Conduct of Business Sourcebook. The obligations affect alternative investment fund managers, UCITS managers and MiFID Managers, such as Newgate Private Equity Limited (“Firm”).

We are required to develop and publicly disclose an engagement policy which complies with the requirements set out in the FCA’s Conduct of Business Sourcebook and publicly disclose on an annual basis how that engagement policy has been implemented in a way that meets the requirements (including disclosure of certain of voting activities in respect of shares in investee companies) or to publish a clear and reasoned explanation of why we have chosen not to comply any such requirements. The engagement policy must describe how the Firm:

• integrates shareholder engagement in its investment strategies;
• monitors investee companies on relevant matters (e.g. strategy, financial and non-financial performance and risk, capital structure, social and environmental impact and corporate governance);
• conducts dialogues with investee companies;
• exercises voting and any other shareholder rights;
• cooperates with other shareholders;
• communicates with relevant stakeholders of investee companies;
• manages actual and potential conflicts of interests in relation to the Firm’s engagement.

The firm pursues a strategy that involves investment in private unlisted companies and therefore the Shareholder Right’s Directive is not relevant to the firm’s activities.