Shareholder Rights Directive II

Shareholder Rights Directive II ("SRD II") SRD II aims to improve stewardship and corporate governance by firms including a full scope Alternative Investment Fund Managers that invest in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).

 

Under FCA COBS 2.2.B SRD a Full-Scope Alternative Investment Fund Manager, such as Ronit, are required to either:

1. develop and disclose an engagement policy describing how the firm integrates shareholder engagement in its investment strategy; or

2. Publicly disclose why we have chosen not to comply.

 

The engagement policy must describe how a firm:

1. integrates shareholder engagement in its investment strategy:

2. monitors investee companies on relevant matters, including:

   1. strategy;

   2. financial and non-financial performance andrisk;

   3. Capital structure; and

   4. social and environmental impact and corporate governance;

3. conducts dialogues with investee companies;

4. exercises voting rights and other rights attached to shares;

5. cooperates with other shareholders;

6. communicates with relevant stakeholders of the investee companies; and

7. Manages actual and potential conflicts of interests in relation to the firm’s engagement.

 

The above engagement policy is limited to the extent that a firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).

Ronit believes firmly in the importance of effective stewardship and long-term decision-making, involving transparency of engagement policies between institutional investors and the investee companies.

 

Disclosure

In the last year, the Funds managed by Ronit Capital LLP have held equity positions in listed companies above 3% of an investee companies issued share capital. Ronit made the required disclosures under the DTR.

 

Accordingly, Ronit Capital LLP has its influence over the management of its investee companies as 'insignificant' and does not expect that this will change in the near future, therefore is not engaging in Corporate Governance matters as defined by the SRD II. The Firm remains mindful that should this stance change and the Firm holds significant influence that the Firm will need to revisit their engagement with SRD II.

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Ronit Capital LLP will update this disclosure should there be any significant changes to the size of its equity holdings and/or at least on an annual basis.