Values & GuidanceValues & Guidance

Engagement Policy – Asset management

Engagement Policy according to § 185 BörseG for individual asset management (Version 1; 11.10.2022)

Preamble and scope

As an asset manager, Values & Guidance GmbH has defined the following engagement policy (voting policy) for the purpose of the Implementation of the Shareholders’ Rights Guideline (EU) 2017/828.

Asset investments with respect to the engagement policy are any assets listed on recognised, regulated stock exchanges within the EU/EWR. The engagement policy does not apply to assets that are not listed on recognised, regulated stock exchanges (e.g., “Dritter Markt”/Vienna, “Freiverkehr”/Frankfurt) and not for assets listed on recognised, regulated stock exchanges outside of the EU/EWR (e.g., New York Stock Exchange, SWX Swiss- Exchange).

Exercising voting rights

Exercising and responsibility regarding the client’s custodian bank

The voting rights resulting from the asset investments of the managed accounts are usually handled by the client’s custodian bank. However, it is possible for the Values & Guidance GmbH to request voting cards in the name of an asset management client, per the client’s request. In this case, the asset management clients would have to issue a proxy for the representation at the General Meeting to Values & Guidance GmbH.

However, every asset management client can request voting cards from the custodian bank.

Generally, Values & Guidance GmbH will not exercise the voting rights resulting from the asset investments of the managed accounts according to a cost-benefit ratio (principle of proportionality) at the respective General Meeting.

Regardless, Values & Guidance GmbH monitors processes under company law (e.g., capital increase, “squeeze out”, share buyback, mergers, takeover offer, etc.) regarding client accounts, and exercises them after detailed individual assessment, according to the wealth management mandate.

Publishing of the engagement policy

This engagement policy is published on the website www.valuesandguidance.com.

Engagement Policy – Funds management

Engagement Policy according to § 185 BörseG for external funds management (Version 1; 11.10.2022)

Preamble and scope

As an asset manager (external funds manager for public and special funds), Values & Guidance GmbH has defined the following engagement policy (voting policy) for the purpose of the Implementation of the Shareholders’ Rights Guideline (EU) 2017/828.

In this context we are also referring to § 26 Investment Funds Act 2011 (InvFG 2011), in which the strategies for the exercising of voting rights in investments by the respective investment agency (capital investment agency) are defined.

Furthermore, we are referring to the engagement policies of the respective investment companies who have named Values & Guidance GmbH the external funds manager and entrusted the funds management to us according to § 20 InvFG 2011.

Asset investments with respect to the engagement policy are any assets listed on recognised, regulated stock exchanges within the EU/EWR. The engagement policy does not apply to assets that are not listed on recognised, regulated stock exchanges (e.g., “Dritter Markt”/Vienna, “Freiverkehr”/Frankfurt) and not for assets listed on recognised, regulated stock exchanges outside of the EU/EWR (e.g., New York Stock Exchange, SWX Swiss- Exchange).

Exercising voting rights

  1. Exercising and responsibility of the investment company
    The voting rights resulting from the asset investments of the managed accounts are usually handled by the respective investment company (see the investment company’s engagement policy). The investment company will decide whether to vote according to a cost-benefit ratio (principle of proportionality) at the respective General Meeting.

  2. Exercising funds over 1% of the share capital of funds externally managed by Values & Guidance GmbH

    1. Values & Guidance GmbH will make use of the voting right for share portfolios in each fund if a public and/or special fund holds more than 1% of the share capital of a company. This exercising of voting rights will not take place if the respective investment company decides to exercise the voting rights themselves (see above).

    2. The respective responsible fund manager(s) is/are responsible for stock selection (buying/selling) and the continuous analysis and supervision of the investment in the fund. The exercising of voting rights concerning equity investments will usually be executed by the respective responsible fund manager in accordance (‘four-eyes’ principle) with the risk manager and the management of Values & Guidance GmbH. Each fund manager can exercise their individual voting strategy in their managed fund(s).

    3. The intended voting policy for all agenda items will be communicated to the investment company in advance.

    4. The responsible fund manager may participate in the vote themselves or in accordance with the management of Values & Guidance GmbH and may give their voting right to the investment company via a proxy to an authorised person.

  3. Optional exercise for funds over 1% of the share capital of funds managed by Values & Guidance GmbH

    1. Values & Guidance GmbH will make use of the voting right for assets in each fund if a public and/or special fund holds more than 1% of the share capital of a company. This exercising of voting rights will not take place if the respective investment company decides to exercise the voting rights themselves (see above).

    2. The respective responsible fund manager(s) is/are responsible for stock selection (buying/selling) and the continuous analysis and supervision of the investment in the fund. The exercising of voting rights concerning equity investments will usually be executed by the respective responsible fund manager in accordance (‘four-eyes’ principle) with the risk manager and the management of Values & Guidance GmbH. Each fund manager can exercise their own voting strategy in their managed fund(s).

    3. The intended voting policy for all agenda items will be communicated to the investment company in advance.

    4. The responsible fund manager may participate in the vote themselves or in accordance with the management of Values & Guidance GmbH and may give their voting right to the investment company via a proxy to an authorised person.

  4. Special funds
    Values & Guidance GmbH is also working as an external manager of special funds. As mentioned above, the intended voting policy for all agenda items will be communicated to the investment company in advance. If investors of special funds want to be informed about the intended voting policy of Values & Guidance GmbH in advance, the responsible fund manager will communicate the intended voting policy to the investors (if they are known to Values & Guidance GmbH).

Voting policy

  1. Values & Guidance GmbH will exclusively pursue the interest of the funds when exercising voting rights. Values & Guidance GmbH will check for any (potential) conflicts of interest (see Policy for Conflicts of Interest of Values & Guidance GmbH).

  2. At the General Assembly, the voting proxy may decide the degree of communication with the company, e.g., whether to ask questions about the agenda items, whether to have conversations with the company’s interested parties (e.g., members of the management board), or whether to communicate with other shareholders or shareholder groups.

  3. The voting proxy may deviate from the decided voting policy if they decide it is in the interest of upholding the value of the investment or ethical and ecological interests.

  4. In the case of a deviation from the intended voting policy, the voting proxy must record in writing a detailed report of the agenda items and the actual voting decision and must submit it to the management of Values & Guidance GmbH as well as the investment company within 48 hours.

Continuous monitoring of processes under company law

Values & Guidance GmbH monitors processes under company law (e.g., capital increase, “squeeze out”, share buyback, mergers, takeover offer, etc.) regarding fund holdings, and exercises them after detailed individual assessment.

Continuous calculation of investment amount

The amount of investment in the share capital of share portfolios in each fund is regularly calculated automatically by an internal risk management program. It is controlled by the risk manager and discussed with the responsible fund managers.

Publishing of the engagement policy

This engagement policy is published on the website www.valuesandguidance.com.

Publishing of the exercising of the engagement policy/
Right to information concerning voting policy

If Values & Guidance GmbH exercises the voting right for share portfolios in specific public funds or special funds in which the share capital of a stock company is more than 1%, it will be published on the website www.valuesandguidance.com within one year in accordance with legal requirements.

If shareholders of special funds would like to be informed about the intended voting policy of the external funds manager Values & Guidance GmbH after the fact, the responsible funds manager will give the shareholder (if they’re known to Values & Guidance GmbH) a detailed oral or, if so requested, written report about the exercised voting policy.