LEGAL INFORMATION
Piquemal Houghton Investments SAS is a French simplified limited company (société par actions simplifiée) with share capital of €200,000, with its registered office at 89 boulevard Malesherbes, 75008 Paris, France. The company is registered in the Paris Trade and Companies Register under no. 882 798 895 and approved by the French financial markets authority (Autorité des Marchés Financiers - AMF) on 14 April 2020 as a portfolio management company under no. GP-20000010.
Piquemal Houghton Investments is also a member of the French asset management association (Association Française de la Gestion Financière - AFG).
Email: contact@piquemal-houghton.com
The website www.piquemal-houghton.com is for information purposes only. All information available on this website is provided for indicative purposes only. It is not a transactional website.
This site is the property of Piquemal Houghton Investments. Any total or partial reproduction of this site’s content, including logos, photographs, design elements, analyses, information, data, prices, evaluations, etc. is prohibited, subject to the prior written consent of Piquemal Houghton Investments.
Under no circumstances does the information published on this site represent an offer of products or services that may be considered as a public investment offering or a canvassing or solicitation activity for the sale of UCITS. It does not constitute legal or tax advice and has no legal or contractual value. Any information herein may be changed without notice.
The products on this website may only be subscribed for in a jurisdiction where their marketing and promotion are authorised. All interested persons are advised to first ensure that they are legally authorised to subscribe for the products and/or services presented on this website.
Past performance is no guarantee of future performance and is not constant over time.
OTHER INFORMATION
Handling clients complaints
Only declarations of client dissatisfaction with the PIQUEMAL HOUGHTON INVESTMENTS are concerned, excluding requests for information, advice, clarification, service or performance.
The person in charge of the processing of the complaints is Mrs Isabelle D’IMPERIO, RCCI
Complaints can be sent to PIQUEMAL HOUGHTON INVESTMENTS either by:
letter: Piquemal Houghton Investments S.A.S.
89 boulevard Malesherbes
75008 PARIS, FRANCE
To ensure that the complaint has been successful, we recommend it to be sent by requesting an acknowledgment of receipt.
PIQUEMAL HOUGHTON INVESTMENTS ensures to send the client an acknowledgment of receipt within a period of 10 working days, if his/her complaint could not be processed more quickly. From the date of this acknowledgment of receipt, the request will be processed within a period which may not exceed 2 months.
In case of dissatisfaction with the follow-up given to your complaint, you can appeal to the Ombudsman of the Autorité des Marchés Financiers by filling in the mediation request form available on the AMF website (www.amf-france.org). It can be sent to the following address :
Autorité des Marchés Financiers (AMF)
Ms. Marielle COHEN-BRANCHE
AMF Ombudsman Office
17, place de la bourse
75082 PARIS CEDEX 02, FRANCE
The procedures are confidential, free and non-binding. Either party may terminate it at any time and retains the right to go to court.
However, before contacting the AMF Ombudsman, it is necessary that the client has first raised his/her complaint to the person in charge of complaints within PIQUEMAL HOUGHTON INVESTMENTS.
Conflict of Interest
PIQUEMAL HOUGHTON INVESTMENTS has formalised a conflict of interest management policy and put in place specific provisions in terms of organisation (means and procedures) and control in order to prevent, identify and manage situations of conflicts of interest that may arise and undermine the interests of its clients.
As such, it is reminded that PIQUEMAL HOUGHTON INVESTMENTS gives the greatest importance to the interests of its clients.
The purpose of this policy is to identify the key measures to achieve this conflict of interest management objective. Nevertheless, if any conflicts of interest appear, they will be managed in the interest of the client in a fair way and by providing him with complete and adapted information.
Thus, PIQUEMAL HOUGHTON INVESTMENTS is authorised according to the situations of conflict of interests to:
carry out the activity or transaction to the extent that the organisation adequately manages the potential conflict of interest situation;
inform the client if certain conflicts of interest persist and provide him with the necessary information on their nature and origin;
if need be, do not carry out the activity or the transaction giving rise to a conflict of interest.
PIQUEMAL HOUGHTON INVESTMENTS must manage any conflict of interest, from detection to proper treatment. As such, PIQUEMAL HOUGHTON INVESTMENTS has set up an organisation to:
prevent the emergence of conflicts of interest, by raising awareness of all its staff on the rules and codes of conduct, and by the implementation of strict rules and procedures:
establishment of an internal control system;
separation of functions that can generate potential conflicts;
always ensure that the product and service offer is in line with the client’s profile and expectations;
prohibition of personal operations that do not comply with the rules laid down by the company;
training or raising awareness among all staff of best practice in the profession;
identify conflict of interest situations that may affect the interests of clients, by establishing a mapping regularly up dated.
manage situations of potential conflicts of interest:
by informing clients in a complete and objective way;
by requiring employees to report to the RCCI gifts and benefits received according to rules set by PHI and, as soon as they occur, conflicts of interest in which they may be found.
Best selection
A selection of brokers to which managers are allowed to transmit for execution of transactions, is established by nature of products processed in order to take into account the specifics of the markets considered in particular for the terms of negotiation.
As part of the selection of market participants to provide the "best execution", PHI will have a policy of selecting its intermediaries which will focus, without being exhaustive, on:
The financial strength of the counterparty;
Its orders execution policy;
The quality of the overall relationship with the intermediary and the quality of the market information that is provided.
Cost and safety of settlement/delivery and quality of back-office processing
Quality of the proposed service contract in terms of price and performance (and legal analysis of it if applicable);
Compliance with AML/CFT rules through;
No clause that would restrict obtaining the best execution;
Regulation of the intermediary.
The broker's lack of commitment to a best-performance service would make any relationship impossible. The selected intermediary must take all reasonable steps to achieve the best possible result when it comes to executing orders on behalf of PHI, considering account many factors including - and without this list being exhaustive:
Qualitative aspects:
Quality of execution of orders (rapidity of execution, compliance with the method of processing designated by the manager)
Quality of counterparty risk, reputation and financial strength of intermediary
Quality of communication/exchange with the seller/generation of ideas
Fundamental monitoring of the values surveyed, the quality of the analysts
Payment-delivery and back/middle office (MO) quality
Quantitative aspects:
Cost of execution
Price
And any other important aspect concerning the order such as the choice of the place of execution, the market impact of the order, its validity the operational risk associated with the place of execution.
Proxy voting policy
PHI considers it to be of paramount importance when assessing proxy voting responsibilities to recognize the fiduciary responsibility it assumes in acting as investment manager. PHI also recognizes the need to exercise its proxy voting obligations with a view to enhancing long term investment values. PHI believes that both are generally compatible with good corporate governance as they provide the best operating environment for each underlying portfolio company to cope with competitive commercial pressures. It is PHI’s policy, subject to the considerations described below, to use its best efforts to vote proxies arising on all shares held in the portfolios.
In certain circumstances, PHI may be unable to vote a specific proxy including (but not limited to) when the service is not provided on a given market, the notice of vote was sent with such a short notice that it does not allow PHI to vote. PHI may also refrain from voting if, for example, it is considering liquidating a position (as shares may be blocked when proxies are submitted), where the costs of voting a specific proxy outweigh the economic benefit that PHI believes would be derived by a Client, where a specific class of shares or equity instrument does not carry voting rights with respect to a given issue subject to shareholder vote.
When voting proxies in certain markets, PHI may be constrained by certain country or companies’ specific issues. For example, some companies in the portfolio impose voting caps on the maximum number of proxy votes that any single outside shareholder may control. Others require all board issues to be resolved by a show of hands, rather than a poll. As all shares may be held by one nominee, these restrictions have the effect of substantially limiting the impact of any proxies cast.
The proxy voting notice is reviewed by the portfolio manager in charge of monitoring the relevant company and by the RCCI. They will assess the potential impact that the issues may have on the portfolio company, and decide on how to vote the proxy in question.
The principles set out below relate to all of the securities on which PHI is required to vote. These principles may be irrelevant, depending on the nationality of the companies, national laws assigning different prerogatives to shareholders' meetings.
PHI's principles are:
to act in the exclusive interest of shareholders, in compliance with the UCITS / AIF regulations and the applicable conflict of interest management rules,
ensure that there is transparency regarding the information given to shareholders and that this information is communicated in sufficient time in accordance with the shareholder's right of communication,
to maintain the powers of the General Meeting.
In accordance with these principles, PHI examines on a case-by-case basis the issues submitted to general meetings and in particular:
decisions leading to a modification of the articles of association,
the approval of financial statements and payment of dividends,
the appointment and dismissal of corporate bodies,
so-called regulated agreements,
the appointment of statutory auditors,
corporate governance matters,
mergers and other corporate restructuring,
changes to capital structures including increase and decrease of capital and preferred stock issuance, material stock option, management compensation or incentive plan issues,
anti-take-over provisions,
social and corporate responsibility considerations.
In its voting rights process, PHI applies the basic principles of good governance, such as:
monitoring compliance with shareholders' statutory rights (application of the “one share, one vote” principle),
monitoring the quality and powers of the members of the board of directors or supervisory board (application of the principles of separation of powers and independence of the board),
monitoring executive compensation and, in general, verifying the appropriateness and proportionality of the association of executives and employees with capital (application of the principles of transparency and equity in compensation),
monitoring the allocation of earnings and the use of equity (application of the principle of "reasoned management" of equity, including the cash compensation of executives),
the approval of the financial statements, management, regulated agreements and the renewal of the Statutory Auditors (application of the principles of integrity of the accounts, the quality of communication, and limitation of situations of conflicts of interest during the renewal of the auditor’s mandates),
the analysis of strategic developments and capital transactions (which must be justified and balanced and respectful of the shareholders' preferential subscription rights) such as share buyback programs or issue of new shares, as well than all the various proposals that may be submitted to shareholders (attendance fees, other statutory changes, etc.).
PHI is permanently guided by the sole interest of the shareholders to the exclusion of all other considerations.
To accompany its decision, PHI may refer, if necessary, to the main recommendations of the AFG or to the services of the service providers. Since the end of 2022, PHI has been using the Institutional Shareholders Services (ISS) platform for the analysis of resolutions and voting at meetings according to the determined criteria. PHI is permanently guided by the sole interest of the shareholders to the exclusion of all other considerations.
In all cases, PHI keeps records of all its decisions.
ESG Policy
ESG issues form part of PIQUEMAL HOUGHTON INVESTMENTS (“PHI”)’s investment process. However, they are not technically a documented consideration. PHI’s investment decisions are based primarily on business and financial considerations. PHI takes into account non-financial issues such as political, environmental and social issues if these are likely to have a material impact on a company’s present or future financial position or cash flows or to conflict with PHI’s ability to manage and develop investments. This approach enables PHI to take into consideration appropriate risks, to make a balanced judgment on the investment opportunity and act in the best interest of its Clients. PHI recognises that there are many non-financial issues about which Unitholders feel strongly but PHI is obliged to act in the overall interests of all Clients. Unitholders may not share the same view or may hold opposing views.
At PHI, a prime concern is the repeat free cash flows that can come from any portfolio investment. Investments that depend on unsustainable businesses practices are likely to fall outside of our quality criteria. As a result, PHI’s view would be that businesses which used enforced labour, child labour, uneconomic wage rates, and/or unsafe or harmful business practices (such as polluting or harming the environment), for example, are not sustainable in perpetuity, suffering from falling rates of returns, leading to decreased normalised earnings. These types of companies make unlikely investment candidates. PHI views the issue of companies operating in industries or countries that may have poor environmental or social safeguards as being another uncertainty with which its investee companies have to cope with. As an investment manager, PHI wants to be aware of how and where its investee companies operate. However, PHI recognises that ultimately the decision to operate legally, either directly or indirectly, in an unpopular jurisdiction or industry, to deal with difficult political environments or unfriendly regimes in different regions around the world, the implementation of a business plan, and the reputation risk involved, lies with the management of a company. These are important issues, but important alongside many others – product positioning, financing, sustainability of cash flows, competitive threats, advertising and promotion, human resources, corporate governance and so on. In the end, these are all the responsibility of management, although they remain of keenest interest to PHI as portfolio managers. In summary, the possibility that a portfolio company may legally operate in a given industry, country or region does not cause a change in our investment process. PHI expects that appropriate legal, governmental and other authorities around the world will take responsibility for addressing political, environmental and social matters fairly and wisely on behalf of their citizens. Accordingly, PHI adheres to the laws of the countries in which it conducts business and follows rules and regulations applied by official agencies in those countries. PHI also expects that the companies in which it invests will do the same – and PHI pays close regard to their record in this respect.
PHI has not agreed to become a signatory to the UN PRI or similar initiatives. This does not mean that PHI disagrees with such principles – when last reviewed, the UN PRI and related CFA Society standards (amongst others) appeared sensible. However, PHI looks to avoid signing up to voluntary initiatives as doing so increases the amount of internal monitoring and administration that must be completed by the firm. This could then serve to distract – rather than enhance – investment returns. PHI is also concerned about the risks of adopting policies that have been put in place by unelected bodies or governmental officials that do not have the ultimate responsibility for overseeing them.
PHI has not agreed to any client specific investment restrictions when it comes to ESG matters. It does not accept client direction on proxy voting or corporate governance issues. There have been circumstances in the past where clients have felt passionately about a given issue (e.g., investment in alcohol securities, issues involving life issue (e.g., abortion, stem cell research), nuclear power and disarmament, military funding). PHI carefully considered the particular client’s views on the matter but was ultimately required to consider the best interests of all clients when making investment decisions.
No consideration of the main negative impacts
Point (b) of Article 4(1) of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability reporting in the financial services sector ("FRFS") requires fund managers to publish a statement on the consideration of the main negative impacts of investment decisions on sustainability factors by 30 June.
In 2022, PIQUEMAL HOUGHTON INVESTMENTS has no process and measures in place to assess and monitor ESG issues and sustainability risks (i.e. environmental, social and governance factors) in the investment cycle.
At this stage PIQUEMAL HOUGHTON INVESTMENTS does not consider the main negative impacts prescribed in the EU SFDR Regulation, as the Company recognizes the current limitations of the data available to fully comply with the reporting requirements.
The Company's position will be subject to ongoing review and close monitoring as market developments evolve. In this sense, PIQUEMAL HOUGHTON INVESTMENTS will reassess the situation and make the necessary changes in a timely manner, with a view to taking into account the main negative impacts in the manner contemplated in section 4(1)(a) of the SFDR.