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 Capzanine, 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.
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, Capzanine would observe the principles of best selection and best execution. Note also that Capzanine 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.
See our ESG Commitments page.
Complaints handling policy
CAPZA has a procedure for handling any complaints made by its clients reasonably and rapidly, involving a mechanism that allows it to process investor complaints in a fair and standardized manner. As per AMF instruction n°2012-07, a complaint is a statement declaring the client’s dissatisfaction with the asset management company. A request for information, notices, clarification, service or performance is not a complaint.
Any complaint must be sent by post to CAPZA for the attention of Bénédicte de Tissot at 103 rue de Grenelle, 75007 Paris. The company can also be contacted by email at the address email@example.com or by telephone on 01 42 60 38 05. CAPZA undertakes to handle complaints within eight working days from receipt, free of charge. However, if CAPZA is unable to handle the complaint within this time-frame, it will send acknowledgement of receipt within eight working days from receipt and handle the complaint within at most two months, except in the event of special circumstances duly justified, between the date the complaint is received and the date it sends its reply to the client.
CAPZA records complaints received in a log, applies official procedures to follow up and resolve incidents, and takes corrective measures if an irregularity has been identified.
If a complaint is rejected or not resolved in full or in part, the person may submit the case to the AMF ombudsman. The AMF ombudsman is the relevant mediator for any disputes concerning a financial instrument, investment service or, more generally, any matter falling within the AMF’s jurisdiction. It is the relevant public mediator, within the meaning of paragraph 7 of article L. 611-1 of the French Consumer Code, if a dispute arises between a financial professional (asset management company) and a consumer, that is a natural person acting for a purpose that does not fall within the domain of their commercial, industrial, self-employed or agricultural activity.
All consumers have the right to refer, free of charge, to a consumer ombudsman within the meaning of Title I of Book VI of the French Consumer Code. The AMF ombudsman can also handle a dispute that falls within the AMF’s jurisdiction if the dispute concerns a financial professional (asset management company) and a client who is a legal person or natural person acting for a purpose that falls within the domain of their commercial, industrial, self-employed or agricultural activity, as a saver or investor.
The client can submit a complaint to the AMF ombudsman:
- on the AMF’s website at the following address: http://www.amf-france.org/, where they can fill in the “Request for Mediation” form to submit their case to the ombudsman and which provides a precise explanation about its role;
- by post to the following address: Le Médiateur, Autorité des Marchés Financiers, 17 place de la Bourse, 75082 Paris cedex 2.
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.
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.