Slater Investments Limited's approach to its responsibility as
an Institutional Shareholder
Slater Investments Limited (SIL) is a strong supporter of the
principles that are set out in the UK Stewardship Code published by
the Financial Reporting Council in July 2010, and updated in
We believe that the Code is designed to promote better dialogue
between shareholders and company boards. It ensures that the
businesses are set to create long-term shareholder value.
SIL fully complies with the principles of the UK Stewardship
Code as set out below:
Principle 1 - Policy on how we discharge our stewardship
SIL's investment process specifies that we invest in companies
that are well managed with high standards of corporate governance
and a sound management team. After investment it is SIL's
policy to engage actively with the management of investee companies
to monitor their performance, strategy, risk, governance, culture
and remuneration to ensure that they meet our standards. We focus
on those companies where we have a significant shareholding as we
believe it is here that we can add most value, however we meet at
least once with the management of each company that we invest in.
We are committed to act always in the best interest of our clients
and we expect the same from the management of the companies we
The investment management team make decisions for voting on our
clients' shares using either voting platform "Proxy Edge" or by
giving clear voting instructions to custodians. SIL undertake our
own analysis of resolutions being considered at AGMs and other
shareholder meetings. We vote at every shareholder meeting,
regardless of the size of our investment. It is SIL's policy to
vote FOR or AGAINST resolutions and to keep abstentions to a
minimum. In doing so we take into consideration actions of investee
companies with respect to the UK corporate governance code.
SIL reports on each of its engagements to its clients either in
writing or in formal meetings. We also publish a quarterly voting
summary on our website.
Should you wish to contact us regarding the stewardship please
get in touch with Klaudia Domanska via email: firstname.lastname@example.org or
call on 020 7220 9460.
Principle 2 - Policy on how we manage conflicts of
Slater Investments is largely owned by its team, aligning our
interests with those of the clients of our firm, and has specific
policies with regards to conflicts of interest as outlined on the
SIL takes its fiduciary duties to clients very seriously, and we
apply a consistent and transparent approach to the management of
conflicts of interest.
It is SIL's policy to avoid conflicts of interest wherever
possible. In the event that a conflict arises it will be disclosed
to our clients in most cases and a course of action will be agreed
with the client.
Identified conflicts are managed on a case by case basis by the
Conflicts of Interest Committee which includes CEO and COO as well
as the compliance department staff. The identified conflict will be
discussed and a final engagement and voting decision will be made
ensuring that they serve the interests of SIL client's as a
Where clients' interests vary across investments and differing
portfolio management styles, the investment guidelines and
restrictions will be given due consideration with the objective of
treating customers fairly being at the centre of any consideration
and ultimate allocation decision. Similarly where a conflict arises
with regards to voting between SIL and a client, a decision will be
made on the basis of protecting the best interests of the client,
using the principles of Treating Customers Fairly.
Situations where conflicts of interest could arise:
the interests of SIL conflicts with those of a client;
the interests of one SIL's client conflict with those of another
client of SIL;
when SIL has obtained restricted information relating to a
client, a potential client, a former client or to publicly traded
securities which would be of value to another part of SIL or to
other clients of SIL;
the interests of any employee or director of SIL conflicts with
the interests of a client of SIL or the interests of SIL
Conflicts of interest form part of the inductions process and we
undertake ad hoc Compliance internal communications to ensure all
employees are aware of and understand their conflicts of interest
We also undertake an annual review of the conflicts register,
where potential conflicts are discussed with each employee.
A copy of Slater Investments's full Conflicts of Interest Policy
is available is avaliable under Important Information.
Principle 3 - How we monitor our investee companies
The Investment Team monitors the share price of investee
companies on daily basis. In addition the Team monitors all market
announcements including daily market news, Annual Reports, other
circulars and general meeting resolutions. The team's research
methodology focuses mainly on the following areas: price momentum,
value and long-term growth and positive newsflow. The result of
this monitoring process is brought to the attention of the
Investment Committee allowing discussion of corporate governance
issues. Prior to investing in a new company, the Investment Team
meets with management of the company. Additionally, following
Company results, the Team meets with management or the Investor
Relations department of larger companies and more often if
The decision as to whether we should become insiders is taken on
a case by case basis. The point of contact would be the fund
manager or senior analyst responsible for the research on that
given stock. We have to have a clear idea of when we will be
released from being insiders and when the information will be made
We maintain a register of all inside information and decide who
and when received the inside information.
Principle 4 - Our guidelines on how and when we would escalate
our stewardship activities
The Risk Committee monitors the corporate governance of investee
The Committee determines whether or not action needs to be
- If the company's strategy has changed
- If the company's strategy is not working
- Remuneration and corporate structure
Annual and interim accounts are analysed by the Investment Team
and any points of concern are brought to the attention of the Fund
Manager and/or the Risk Committee.
Meetings are scheduled with the management of investee companies
at least twice a year following preliminary and interim
announcements. Should there be any areas of concern we would
schedule further meetings with the company and the company's
advisors. If we believe that company's strategy has changed or is
not working and it will negatively affect the company's long-term
investment potential, the Fund Manager will usually sell the
holding from their portfolios.
In exceptional circumstances, where disposing of the security is
not in the best interest of our clients we are prepared to
There are a number of factors that would be taken into account
when considering intervention, for instance:
- current strategy of the firm
- circumstances in which the issue has arisen
- best practice standards and the regulation
- the reasoning and explanations provided by the
- client's portfolio strategies
The form of intervention will be determined on a case by case
basis and it may include:
- increased frequency of meetings with the company's management
- discussions with the company's corporate advisers
- meetings with chairman or senior non-executive director
- proposing solutions to the issue or as a last resort proposing
changes to the board members
voting against board proposals at the annual general
- requisitioning an emergency general meeting and seeking support
from other shareholders
- making public statements should we believe that it is necessary
to protect interest and value for our clients
We believe that public intervention is a last resort and we prefer
to resolve the matter privately with the company rather than
One of the examples of our intervention is our recent
involvement in the board structure at Lakehouse Plc. The Fund
Manager seeing serious governance deficit on the Lakehouse's board
decided to act proposing appointment of new non-executive
directors. As the board of the company refused to engage, SIL
requisitioned an EGM. In the end the company decided to agree on
proposed changes and the EGM was cancelled.
Full story can be read here.
Principle 5 - Our willingness to act collectively with other
SIL's primary duty to its clients is to act in their best
financial interests. We protect our clients' interests by
effectively monitoring companies, meeting with management and
having a proactive approach to voting. SIL is not currently a
member of specific collective engagement organisations but will
engage and collaborate with other institutional investors if it
believes that this will lead to a more positive outcome.
In deciding whether or not to act collectively with other
investors, we take into account a range of factors. For
- whether or not collective engagement is likely to be more
effective than independent involvement
- what our holding in a given security is
- the extent to which the objectives of the other investors are
aligned with our own
- SIL's conflict of interest policy as well as regulatory
requirements, such as market abuse and insider dealing
SIL may consider joining collaboration with other investors in
the following circumstances: issues with company leadership,
concern over company's strategy, apprehension over remuneration
policy, concerns over decisions relating to acquisitions, during
times of significant corporate or economic stress. The above
examples do not form a comprehensive list but a broad
Should you wish to contact us regarding collective engagement
please email email@example.com.
Principle 6 -
Our policy on voting and disclosing voting activity
Generally, SIL has a policy to vote by proxy at all general and
extraordinary meetings of companies where it is invested. Where the
matter is particularly contentious, SIL's representative may be
present. It does not delegate voting to any third party.
The matters to be voted on are assessed internally for each
meeting. There may be times when SIL will vote against
SIL will usually vote in favour of company management except in
cases where it feels that a company is not acting in the best
interests of its shareholders. In these cases, SIL will vote
SIL does not support Director's service contracts longer than
one year. Non-Executive Directors' service contracts should be
terminated with no more than one month's notice.
SIL encourages executive remuneration policies that align
directors' and shareholders' interests. We pay particular attention
to schemes that create excessive equity dilution.
SIL pays particular attention to acquisitions and
disposals. We are prepared to vote against value destructive
acquisitions or disposals if necessary.
SIL does not support the funding of political parties or
SIL as a rule votes against the disapplication of pre-emptive
rights, however we are prepared to support it should we can see a
logical reason for it.
There are times when engagement with management fails and at
this stage it would normally be SIL's policy to sell the
investment. However SIL is prepared to intervene actively by
changing management either through the Chairman or the Senior
Non-Executive Director or as a last resort by calling an EGM. The
latter is likely to happen only in extreme cases. See Principle 4
for more details.
We disclose our quarterly voting summary on our website
Additionally, our clients' quarterly reports include a list of
every resolution and how we have voted.
Currently no stock lending is undertaken, which means that all
shares are available for voting.
We do not have specific policies for informing companies in
advance of our voting intentions but will do so if we feel this is
the best action to undertake.
Principle 7 - How we report on stewardship and voting
SIL reports on quarterly basis on voting and engagement
activity. We publish a summary of quarterly voting on our
Latest Voting Summary
We also report to our clients on every resolution that we have
voted on. We would also include a note in the quarterly client
report should SIL engage in an intervention.
We keep a record of each resolution and how we have voted. We
also record reasons behind voting against our general guidelines.
How we vote is audited internally and assessed in a report signed
off by the board to ensure that we are voting in accordance with
our voting policies. If we vote against our policy we always
document the reason why.
We don't currently seek independent assurance on our application
of Principles 1, 2, 4, 6 and 7 and related guidance of the UK
Stewardship Code as we don't consider it necessary, the existing
reporting system is satisfactory to our clients. However, SIL
has an assurance report on internal controls from the auditors
which is available on request.