Introduction

Oceanwood Capital Management LLP (the “Firm” or “Oceanwood”) is authorised and regulated by the FCA as a full-scope AIFM. Furthermore, it is registered with the Securities Exchange Commission (“SEC”) as an investment adviser under the U.S. Investment Advisers Act 1940

Oceanwood acts as the alternative investment fund manager (“AIFM”) to a number of alternative investment funds (“AIFs”). It also acts as the delegated investment manager of third-party collective investment schemes registered to act as undertaking for collective investment in transferrable securities (“UCITS”, together with the AIFs, the “Funds”). Some of the Funds are categorised as Article 6 under Regulation (EU) 2019/2088 (“SFDR”) (“Art. 6 Funds”), whilst others are categorised as Article 8 under SFDR (“Art. 8 Funds”).

Some of the Funds are either at the end of their investment period, or the investment mandate of the Fund does not refer to integration of risks and sustainability factors. Therefore, these funds are out of scope of this policy.

ESG Policy Scope

This policy outlines Oceanwood’s commitment and approach to integrating Environmental, Social and Governance (“ESG”) factors within the ethos and culture of the Firm, and within Oceanwood’s investment process

ESG has always been at the core of Oceanwood’s investment philosophy, and the investment team has a deep-rooted history of engagement and activism with portfolio companies on ESG issues, with an objective of improving the financial health of the company. Oceanwood’s event driven strategy is well suited for ESG integration, and over time its investment process has shifted towards reflecting the increasing importance of ESG factors on modern life and the economy. Oceanwood has built out structured frameworks around ESG integration to help identify, measure, analyse, monitor and document ESG risk factors within the investment process and their impact on financial models.

Oceanwood believes that ESG is not only core to our investment process but also our own business culture and processes, and we constantly seek to ensure we are maintaining the highest standards in this space, in the interests of our stakeholders as well as the broader communities we impact.

ESG Committee

Oceanwood considers senior oversight and accountability for ESG initiatives crucial for setting a progressive ESG culture across the Firm. To this end, Oceanwood has established an ESG Committee consisting of senior individuals representing a range of business areas, both investment and noninvestment.

The ESG committee is responsible for Oceanwood’s ESG strategy across all business activities, at a firm and fund level. The ESG Committee meets at least quarterly and has oversight of ESG integration within the investment process and development of the ESG investment framework. The quarterly meetings include, but are not limited to a review of ESG Reports, oversight of ESG engagement with portfolio companies and oversight of proxy voting.

ESG Integration

Investment Process

The ultimate objective of including ESG factors in investment analysis and decisions is to better manage risks and improve returns. This is in line with each of the Funds’ overall investment objectives and aligns with Oceanwood’s fiduciary duty to maximise value for its investors. Oceanwood believes that being active owners and responsible investors results in companies with better ESG profiles and characteristics in the long-run, ultimately maximising value for Oceanwood’s investors.

Oceanwood’s investment philosophy has incorporated Environmental, Social and/or Governance factors from the outset, evaluating the financial impact of ESG risks. Over time, the team has worked to formalise the consideration of ESG Risk factors within the investment decision making process.

Oceanwood has developed multiple tools and strategies for integrating ESG factors into the investment process. The tools deployed vary by fund based on the suitability of ESG considerations to the investment strategy and certain regulatory obligations. The table below sets out the ESG strategies deployed in each Fund. Details of how each tool is deployed are set out below.

ESG Integration Tool Co-investment vehicles Art. 6 Funds Art. 8 Funds
Negative ESG Screening Exclusion List
ESG Research and Integration / ESG Report
Stewardship

Negative ESG Screening Exclusion List

We believe it is considered better practice to extend negative exclusions beyond legal requirements (such as those required by domestic/international law, bans, treaties or embargoes), where possible, and exclude assets that may be harmful to people and the planet. The approach to exclusions differs by fund vehicle and whilst Oceanwood does not systematically apply an exclusion list at a manager level we do for the Art. 8 Funds. If the investment team and/or ESG Committee identify a company that is deemed to have insurmountable ESG risks, either the investment team or the ESG Committee may choose to exclude the name from the portfolio on a case-by-case basis.

ESG Research and Integration

An ESG Report is prepared for each investment company integrating ESG considerations into the broader investment research. The ESG Report is split into five sections: 1, Environmental Measures and Targets; 2, Climate-Related Risks, Opportunities and Financial Impacts; 3, Board Diversity; 4, Company Specific ESG Risks and Opportunities; and, 5, Third-Party ESG Scores. The ESG Reports are designed to capture metrics as well as qualitative ESG information on each company and for each factor identified in sections 1-4, the researcher seeks to determine and record in the report the potential financial impact, assign an escalation score and note down any monitoring or action required.

The investment team uses ESG information gathered to score companies, on a scale of 1-5, on different factors from the ESG Report. Any company scoring 1 or 2 in any area will be escalated to the ESG Committee for further discussion and to determine whether engagement is appropriate. The investment team may escalate any other ESG findings to the ESG Committee as it sees fit.

The significance of ESG risks to the investment thesis is assessed in the context of the relevant underlying asset, including its overall risk and return profile. Other relevant considerations include the level of intended or actual control or influence exercised by Oceanwood.

The identification of one or more ESG risk alone will not generally preclude Oceanwood from pursuing an investment where such investment is otherwise assessed to meet the investment criteria, including where such ESG risk can be appropriately monitored and managed.

In the case of Art. 8 Funds, in circumstances where the sustainability risks are overwhelmingly detrimental to the potential performance of an investment, the ESG Committee may instruct the investment team to cease to pursue the opportunity further.

Engagement Policy

Oceanwood sees engagement as an integral part of its investment process and has a long history of engagement and active ownership with a focus on reducing ESG risks. Oceanwood’s investment strategy is well positioned for engagement opportunities, and Oceanwood engages with the management teams of portfolio companies where relevant and appropriate. The primary objective of engagement on ESG issues is to help companies improve their long-term financial outlook.

Oceanwood monitors the response and any action taken because of their engagement and the ESG Committee reviews all engagement activity each quarter. If a company fails to respond to engagement or does not take action as a result of the engagement, Oceanwood may exit the position if the engagement was key to the investment thesis.

Proxy Voting

In addition to the direct engagement activities noted above, Oceanwood also demonstrates active ownership through proxy voting. Oceanwood has a separate Proxy Voting Policy, which has been summarised below.

Voting decisions are made by Oceanwood in accordance with our fiduciary duty to our clients and in line with relevant regulatory requirements, including the US Department of Labor guidance for ERISA Plan fiduciaries charged with the voting of proxies.

If a position is held on swap and Oceanwood would not be able to cast a vote, for certain positions where voting on a decision is integral to the investment thesis, the position may be converted into cash in order to vote in a company meeting. If securities are lent out (e.g. via repo), they may be recalled in order to cast a vote on pertinent matters.

Approach to Sustainability Outcomes

Oceanwood considers sustainability risks as a part of the ESG risk analysis process and whist we will seek to avoid adverse sustainability outcomes from Oceanwood’s investment activities, it is not currently Oceanwood’s policy or objective to seek specific sustainability outcomes.

Given the broad range of sectors, industries and asset classes within Oceanwood’s investment universe, there are no consistent sustainability indicators that are used across all investment opportunities to measure the attainment of the environmental and social characteristics noted above.

In addition, none of the Funds commit to any minimum proportion of assets to be invested in assets that contribute to an environmental objective, or in sustainable investments, or limit its ability to invest in assets that do not contribute to an ESG objective or are not sustainable investments.

UN-Supported Principles for Responsible Investment (PRI)

Oceanwood became signatories of the UN-supported Principles for Responsible Investment (PRI) in January 2021. The PRI is fast becoming a global standard for investment managers ESG alignment.

Through its association with the PRI, Oceanwood is committed to adhering to the six Principles for Responsible Investment:

Oceanwood will report annually to the PRI on the Firm’s responsible investment initiatives, activities and achievements and seeks to meet the standards expected by the PRI in doing so. Oceanwood will be pleased to share this reporting with investors and other stakeholders when available.

Carbon Disclosure Project (CDP)

Oceanwood became an Investor Signatory of the Carbon Disclosure Project (“CDP”) in December 2020. The CDP is a non-for-profit charity, seeking to promote industrial-scale environmental disclosure and engagement, aligned with the TCFD (Task Force on Climate-related Financial Disclosures). The CDP runs a global disclosure system for investors to manage environmental impacts. As an investor signatory, Oceanwood is able to nominate companies to report on environmental factors (climate, forests and water). Oceanwood can also access a database of environmental information to inform decision making, engage with companies, reduce ESG risks and identify opportunities.

Say on Climate

Say On Climate believes that all listed companies have an influence on climate change and all need to take action to address their emissions. The Say On Climate campaign calls on companies to disclose carbon emissions each year, publish a 'credible' climate transition plan and give shareholders an annual advisory vote on the plan. Through Oceanwood’s support for “Say On Climate”, we encourage all listed companies to submit a Climate Transition Action Plan at their AGM for a shareholder vote.

Oceanwood’s commitment to both the CDP and Say On Climate initiatives is aligned to the PRI Principles 1-4 relating to ESG investment analysis, active ownership, corporate disclosure and investor collaboration.

Oceanwood Firm ESG Procedures

In addition to the ESG processes deployed within the investment process, Oceanwood believes it is vitally important to operate its own business in line with the standards it expects from portfolio companies. As such, Oceanwood has implemented a number of business initiatives across environmental, social and governance pillars, which the ESG Committee is responsible for.

Remuneration Policy

The annual review and remuneration process for employees takes into consideration all aspects of employee performance and development throughout the year, this includes assessing employee participation in developing and adhering to Oceanwood’s ESG Policy and responsible investing process.

Policy Maintenance

Policy Breaches

Oversight of compliance with the ESG Policy forms a part of the Oceanwood Compliance Monitoring Programme. The Partners of Oceanwood Capital Management LLP maintain ultimate oversight over Oceanwood’s policies and procedures. In the event of any breaches of the ESG policy, the ESG Committee would be notified, and the breach would be escalated to Oceanwood’s senior management if appropriate.

Policy Review

The ESG Policy is reviewed at least annually.

Commitment to the UK Stewardship Code

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, Oceanwood Capital Management LLP ( “Oceanwood”) is required to disclose the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK equity issuers. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non-compliance.

Oceanwood employs a European-focused event-driven investment strategy which involves, among others, investments in equities, including UK equities. The Code is therefore relevant to only certain aspects of Oceanwood's investment process. While Oceanwood generally supports the objectives that underlie the Code, Oceanwood has chosen not to commit to the Code. Oceanwood invests in a variety of asset classes and in a variety of jurisdictions and its approach in relation to the engagement with issuers and their management will vary on a case by case basis. Therefore, Oceanwood does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction or asset class.

No consideration of sustainability adverse impacts

Oceanwood Capital Management LLP does not currently consider the principal adverse impacts of investment decisions on sustainability factors in accordance with Article 4 of the SFDR, as the detailed rules and guidance regarding such disclosure have not been finalised.

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