Regulatory Information

  1. Voting Rights and Shareholders Engagement Policy
  2. Conflict of interest policy
  3. Best execution policy
  4. Client complaints handling procedure
  5. Remuneration policy
  6. Sustainability & ESG Exclusion Policies
  7. Summary of investors’ rights
  8. Sustainability Risk Policy
  9. Principal Adverse Sustainability Impact Statement

1. Voting Rights and Shareholders Engagement Policy

The Policy details the general principles applicable for exercising the voting rights attached to the securities held in the CIS managed by RAM Active Investments (Europe) SA and, with respect to securities issued by corporations having their registered office in the European Union (the “EU”) and whose shares are admitted to trading in a regulated market located or operating in the EU.

This Policy is subject to the local governance requirements and shall also take into consideration relevant provisions of the Luxembourg law of 1st August 2019 relating to the exercise of certain shareholder rights at general meetings of listed companies.

Engagement principles: shareholder engagement is generally understood as the active monitoring of companies by shareholders, engaging in a constructive dialogue with the company’s board, and using shareholder rights, including voting, to improve the governance and financial performance of the company. By way of principle, RAM AI considers the exercise of voting rights and shareholder engagement aspects in accordance with the best interest of the relevant CIS and its investors. Recognizing the value of different forms of engagement, RAM AI prioritizes collaborative engagement where possible and combines these engagements with individual engagements. Under these circumstances, RAM will take an active role in collaborative engagement in the form of (co-)leadership. Whilst RAM AI might use such platforms for collaborative engagement, RAM AI will not outsource our engagement responsibilities to third parties. The engagement process is launched  whenever RAM is aware that any invested company is object of any relevant adverse media, has breached any key convention and/or has adverse impacts on the sustainability factors monitored by the CIS (the “Triggers”). Engagement may also be part of the environmental or social investment strategy carried out by each CIS. 

Breaches to key conventions mainly refer to severe and structural breaches of the principles of the United Nations Global Compact in the areas of human rights, labor, environment and anti-corruption, ILO Declaration on Fundamental Principles and Rights at Work, the United Nations Global Compact, OCDE Guidelines for Multinational Enterprises controversies. The engagement may also result in excluding a company from the investment universe of RAM. However, RAM believes that a constructive dialogue with the companies in which the CIS’ invest is more effective than excluding companies from our investment universe. 

When RAM detects any of the above-mentioned Triggers, RAM shall take any of the following 3 approaches:

i)         decide to exclude a company from its investment universe;

ii)        engage with the company and, depending on the severity of the breach , allowing a temporary regime so that the company takes actions and improves its behavior;

iii)       seeking collective engagement.

The RAM Engagement Policy will be reviewed on a regular basis by the firm’s SRI & CSR committee. The CIS’s investors receive full and detailed information on all engagement activities which may be treated as confidential.

Proxy voting principles: RAM AI is committed to active ownership. RAM AI advocates sustainable corporate practices and proper corporate governance, which is essential for long-term shareholder value creation.

RAM AI maintains an adequate and effective strategy for determining when and how voting rights attached to the instruments held in the portfolio of the relevant CIS are to be exercised, to the exclusive benefit of the relevant CIS and its investors. RAM AI shall ensure that no significant influence is exercised through the voting rights attached to instruments held across different portfolios under its ultimate control.

Proxy voting scope: RAM AI has adopted voting guidelines to ensure that proxy votes are casted in the best interest of investors.
RAM AI concentrates its efforts on positions held in a wide proportion in its assets under management and participate efficiently and effectively at shareholders’ meetings of companies in which RAM AI’s collective investment schemes hold a significant proportion of the capital. Voting criteria may evolve as RAM AI is implementing and testing the full integration of the proxy voting process.

Proxy voting guidelines: it is RAM AI’s policy to primarily vote on shareholder proposals following guidance from ESG-favoring voting advisors.
The decision by RAM AI to retain the services of ESG-favoring voting advisor is based principally on the view that the services provided, subject to oversight by RAM AI, generally will result in proxy voting decisions which serve the best sustainable economic interests of the holding and consequently the CIS and its investors.

RAM AI retains the full discretion on the voting process and the casted votes. Indeed, RAM AI may cast votes on holdings inconsistent with the ESG advice if it believes that it is in the best sustainable economic interest of the CIS and its investors. In all cases, RAM AI will retain a written record for the decision to vote.

Proxy voting process: RAM AI has entered into an agreement with an independent service provider, to handle the administrative process of proxy voting execution of securities owned by CIS’ managed by RAM AI.

It should be noted that votes are cast in compliance with the conflicts of interest policy in order to identify, prevent and manage possible conflicts of interest. The votes will be exercised in relation to the shares available at the custodian banks of the managed CIS at the time of the general meeting. If you wish to obtain further information, please make a request by email here.

Annual implementation: RAM AI annually discloses the implementation of the Voting Rights and Shareholder Engagement Policy via its website. Please see the latest voting report here and the engagement report here.

2. Conflict of interest policy

As a general principle, the directors and employees of all RAM group companies must always to act in the best interests of the investors of the RAM Funds. RAM’s policy is to take all reasonable steps to maintain and operate effective organizational and administrative arrangements to identify and manage relevant conflicts. It conducts its business in accordance with the principle that it must manage conflicts of interest fairly, both between itself and the managed Funds (incl. investors) and between one Fund and another (incl. respective investors). The aim is to take all reasonable steps to identify and adequately manage conflicts of interest entailing a material risk of damage to the Funds’ and the Funds’ investors’ interests.

Management is responsible for ensuring the Firm’s systems, controls and procedures are adequate to identify and manage conflicts of interest. The Compliance team assists in the identification and monitoring of actual and potential conflicts of interest. The conflict of interest policy is available on request by clicking here.

3. Best execution policy

The Markets in Financial Instruments Directive (“MiFID”) requires all investment firms when executing orders on behalf of clients to take reasonable steps to obtain the best possible result.

As part of its management of UCITS RAM Active Investments SA (“RAM”) has established and implemented a best execution policy setting out the most important and/or relevant factors that it has put in place to comply with the best execution obligation.

The criteria for best selection of execution venues are set down in this procedure and are continuously reviewed by RAM managers. 

RAM selects carefully its counterparties, always seeking to optimise costs and services offered to investors.

As Investment Manager, RAM must take all sufficient steps to obtain the best possible results for the collective investment schemes. This obligation is known as the duty of “best execution” and must take taking into account:

  • price,
  • costs,
  • speed,
  • likelihood of execution and settlement,
  • order, size and nature or any other consideration relevant to order execution.

In determining the relevant importance of each of the above factors, the Investment Manager will take into account the following best execution criteria:

  • the objectives, investment policy and risks specific to the collective investment scheme, as indicated in the prospectus;
  • the characteristics of the order;
  • the characteristics of the financial instruments that are the subject of that order;
  • the characteristics of the execution venues to which the order can be directed.

RAM does not have soft commission agreements with its counterparties.

4. Client complaints handling procedure

We pay a particular attention to our investors’ satisfaction and the protection of their interests holds a high priority for us.

Consequently, and as per applicable regulatory requirements, we have established a quick and simple procedure in order to grant each of our investors with the faculty to contact the Management Team easily, should one of them need or wish to express dissatisfaction as regards the quality and carrying out of the services rendered by RAM Active Investments SA, its employees and/or Funds services providers.

Thus, we invite you to communicate to us free of charge your dissatisfaction and more generally any complaint that you may have by sending an email by clicking here.

You will receive acknowledgement of receipt of your complaint within 2 business days of its receipt by RAM Active Investments SA, and it shall be answered within 5 business days following the receipt date unless your complaint requires deepest investigation, what you would then be informed of without delay. Please kindly note that a complete description of the complaints handling policy of RAM Active Investments SA is available free of charge to investors upon request by using the above-mentioned email address link.

If for any reasons the complaints handling process does not result in a satisfactory response, you may contact the Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier, for out-of-courts customer complaint resolution purposes. The detailed procedure can be found at Customer complaints – CSSF.

5. Remuneration policy

As duly licensed management company for UCITS, RAM Active Investments (Europe) SA is required to disclose detailed information on its remuneration policy. Such detailed information on its remuneration policy is available here.

6. Sustainability & ESG Exclusion Policies

As financial market operator, RAM Active Investments (Europe) SA, is required to publish its sustainability policy following the REGULATION 2019/2088 on sustainability‐related disclosures in the financial services sector. This policy is available here.

7. Summary of investors’ rights

Please find attached the summary of Investor Rights (here).

8. Sustainability Risk Policy

Please find the Sustainability Risk Policy here.

9. Principal Adverse Sustainability Impact Statement

Please find the Principal Adverse Sustainability Impact Statement here.