Voting policy at General Meetings (GMs)

 

We would begin by pointing out that CAPZA manages FPCI/FPS/SLP/FCT/SCSp/RAIF (professional private equity funds/specialized professional funds/limited partnerships/mutual securitization funds/special limited partnerships/reserved alternative investment funds), the purpose of which is not to invest in instruments traded on regulated or organized markets. Therefore, for all unlisted securities held in the various funds managed by CAPZA, the voting policy is inseparable from the investment strategy applied to the funds and is presented in the annual management reports of said funds.

However, we would point out that, where applicable, CAPZA’s policy is to opt to vote in person at the shareholders’ meetings held by companies in its portfolios, although it reserves the right to vote by post or by proxy depending on circumstances.

 

The AGM voting policy is available free of charge upon request by investors from the management company.

 

 

Best selection policy applied to financial intermediaries and list of intermediaries used

 

CAPZA does not trade in listed securities. Consequently, the selection of financial intermediaries and associated best execution policy do not apply in practice. However, if required, CAPZA would observe the principles of best selection and best execution. Note also that CAPZA always takes care when selecting the counterparties, intermediaries and service providers it deals with, and does its utmost to appraise them annually to make sure it works only with entities of the best quality.

 

 

Variable remuneration policy

 

CAPZA’s remuneration policy complies with regulations, in particular Directive 2011/61/EU on alternative investment fund managers (the AIFM Directive).

 

Member States shall require AIFMs to have remuneration policies and practices for those categories of staff, including senior management, risk takers, those performing control functions, and any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, whose professional activities have a material impact on the risk profiles of the AIFMs or of the AIFs they manage, that are consistent with and promote sound and effective risk management and do not encourage risk-taking which is inconsistent with the risk profiles, rules or instruments of incorporation of the AIFs they manage.

 

CAPZA therefore observes its transparency requirements in the annual reports on the AIFs it manages, by providing the following details:

• the qualitative and quantitative criteria on which its remuneration policy is based;
• the number of beneficiaries;
• the total amount of annual gross fixed and variable remuneration over the year;
• the amount of annual gross variable remuneration over the year paid to staff members whose activities have a material impact on the risk profiles of the AIFs they manage.

 

CAPZA also observes its transparency requirements in the company’s annual reports, by providing the following details:

• the number of beneficiaries;
• the total amount of annual gross fixed and variable remuneration over the year.

 
Integration and monitoring of sustainability risks and principal adverse impacts are integrated throughout the investment process, they have an impact on the level of variable compensation of the investment teams as agreed by the Compensation Committee. Achievement of ESG objectives can account for 15% of the variable compensation.

 
 
ESG Policy

 

See our ESG Commitments page.

 

 

Complaints handling policy

 

In accordance with Articles 318-10 et seq. of the General Regulation of the French Financial Markets Authority (Autorité des marchés financiers – AMF) and AMF Instruction DOC-2012-07 relating to the handling of complaints, CAPZA has established and maintains an effective and transparent procedure to ensure the fair, prompt and efficient handling of complaints submitted by its clients and investors.

 

This procedure ensures that complaints are handled fairly, consistently and diligently and enables the identification and prevention of any potential deficiencies or malfunctions.

 

A complaint is a statement expressing a client’s dissatisfaction with CAPZA.

 

A request for information, an opinion, a clarification, a service or the provision of a service does not constitute a complaint.

How to Submit a Complaint

 

Clients may submit a complaint free of charge through any of the following channels:

 

By mail:
Complaints Department CAPZA
103 rue de Grenelle
75007 Paris, France

By email: anallet@capza.co

By telephone: +33 (0)1 42 60 38 05

 

Complaint Handling Process

CAPZA ensures that all complaints are handled objectively, impartially and in the best interests of the client.
An acknowledgement of receipt will be sent within a maximum period of ten business days following receipt of the complaint, unless a response is provided within that period.
A substantive response will be provided within a period not exceeding two months from the date of receipt of the complaint, except where duly justified exceptional circumstances arise.
All complaints are recorded, monitored and retained in a dedicated register. CAPZA reviews the underlying causes of complaints received and, where appropriate, implements corrective measures to address any identified deficiencies or malfunctions.

 

Referral to the AMF Ombudsman

 

In the event of a continuing disagreement or where the response provided is not satisfactory, the client may refer the matter, free of charge, to the AMF Ombudsman.
The AMF Ombudsman is competent to deal with disputes falling within the AMF’s jurisdiction, including matters relating to the marketing of financial products, portfolio management, investment services, the reception and transmission of orders, order execution and custody account services.
A referral to the AMF Ombudsman may only be made after a written complaint has been submitted to CAPZA and where that complaint has not resulted in a satisfactory resolution of the dispute.

 

Clients may refer a matter to the AMF Ombudsman:

• by completing the mediation form available on the AMF website;
• by post to the following address:
  The AMF Ombudsman
  Autorité des Marchés Financiers
  17 place de la Bourse
  75002 Paris, France.

 

The handling of complaints is free of charge for clients. No fee will be charged in connection with the review, processing or follow-up of a complaint.

 

Conflicts of interest policy

 

CAPZA may face a situation in which the interests of one client conflict with those of another client, its own interests or those of its staff. CAPZA has established a policy and procedures to manage conflicts of interest in order to ensure it is able to observe the principle of equal treatment of investors and protect their interests.

 

Therefore, in the course of managing its funds, CAPZA takes all reasonable steps to detect potential conflicts of interest:

• between CAPZA (including its directors, staff or any person directly or indirectly linked to CAPZA by a relationship of control) and a fund managed by CAPZA (and the holders of units and shares in this fund);
• between one fund (and the holders of units and shares in this fund) and another fund (and the holders of units and shares in this other fund);
• between a fund (and the holders of units and shares in this fund) and another of CAPZA’s clients;
• between two of CAPZA’s clients.

 

 

Such conflicts may include any of the following situations:

• CAPZA or a member of its staff is likely to make a financial gain or avoid a financial loss at the client’s expense;
• CAPZA or a member of its staff has an interest in the result of a service provided to the client or a transaction carried out on its behalf that is inconsistent with the client’s interest in the result;
• CAPZA or a member of its staff has an incentive, for financial or other reasons, to favor the interests of another client or group of clients rather than the interests of the client to whom the service is being provided;
• CAPZA or a member of its staff has the same professional activity as the client;
• CAPZA or a member of its staff receives or will receive from someone other than the client any kind of advantage whatsoever arising from the service provided to the client, other than the commission or fees normally charged for the service;
• a situation where the interests of CAPZA’s clients would conflict with those of the asset management company.

 

CAPZA upholds and applies provisions with a view to taking all reasonable steps to detect, avoid, manage and monitor conflicts of interest in order to prevent them from compromising the interests of its funds and holders of units or shares in these funds. For this purpose, CAPZA maps potential conflicts of interest, updates the map regularly and keeps a log listing all cases that have arisen and explaining how they were resolved.

 

In addition, if it cannot with any reasonable degree of certainty rule out the risk of compromising the interests of holders of units or shares in its funds, CAPZA will inform these holders of units or shares clearly, before taking any action on their behalf, of the general nature or cause of these conflicts of interest, and establish appropriate policies and procedures.

 

Note that CAPZA has a compliance and internal control department that controls its activities independently and is responsible for ensuring that the policy for managing conflicts of interest is up to date and applied. Employees may inform the Head of Compliance and Internal Control of any potential or proven conflicts of interest.

 

Any request relating to the conflicts of interest policy may be sent by post to CAPZA for the attention of the RCCI, Alexandra Nallet, at 103 rue de Grenelle 75007 Paris or by e-mail to anallet@capza.co.

 

 

Product Disclaimer

 

Past returns are no guarantee of future returns and may vary over time. Investing in funds poses risks such as the risk of loss of capital, which is the risk of losing some or all of the capital initially invested.

 

The amount that can be reasonably invested in a fund depends on each individual investor based on their personal situation and family circumstances, their personal wealth, their current and future needs, but also their degree of risk aversion. In addition, we would emphasize the importance of diversifying one’s investments and reading the regulatory documents on the funds, which can be sent to you by post free of charge on request to CAPZA, 103 rue de Grenelle, 75007 Paris.