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Stewardship Code

Version 1.0, as at March 2019


In accordance with the requirement under COBS 2.2.3R of the FCA Handbook, Tangible Investment Management Limited (TIML) is obliged to make a disclosure in relation to its commitment to the Financial Reporting Council’s Stewardship Code (the Code).

The Code was originally published by the Financial Reporting Council (FRC) in 2010 and subsequently updated in September 2012. The principal aim of the Code is to enhance the quality of engagement between institutional investors and the listed companies they invest in (Investee Companies) to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities by Investee Companies. The FRC believes that institutional investors should aspire to achieve the standards of engagement with Investee Companies in accordance with the good practice that it describes in the Code.

The Code sets out the principles of effective stewardship by investors and aims to assist asset owners and asset managers to exercise their stewardship responsibilities. Adherence to the Code is governed on a ‘comply or explain’ basis.

Although TIML supports the principles underlying the Code, TIML’s investment strategy is not supported by the Code and so it is not a signatory to the Code. This document describes the extent to which TIML has applied the seven principles of the Code and where appropriate, its alternative investment strategy.

Principle 1


Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.


TIML’s policy is set out in this document. TIML currently advises on and manages investments on behalf of a limited number of professional clients who are not natural persons. TIML seeks to act in the best interests of its clients and as part of managing designated investments, engages and monitors companies on a wide range of matters such as performance, risks, strategy, capital structure and corporate governance, including culture and remuneration.

Good stewardship and monitoring of companies contributes to the TIML investment philosophy. These responsibilities are discharged internally as part of an integrated investment process. Although TIML recognises the importance of quality engagement between Investee Companies and institutional investors and the appropriate exercise of governance responsibilities in line with the investment objectives and needs of individual clients, we are not usually in a position to facilitate such engagement between our clients and Investee Companies.


Principle 2

Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.


The latest version of the TIML Conflicts of Interest Policy is available at

TIML seeks at all times to act in the best interests of clients, including with regard to conflicts of interest as required by the 8th principle of the FCA Principles for Business (PRIN 2.1) and SYSC 10 of the FCA Handbook. Under these obligations TIML is required to take all reasonable steps to identify, record, manage and disclose conflicts that may arise in the course of business. This includes identifying and managing actual or potential conflicts of interest that may arise either between TIML and its clients or between two separate clients.

TIML has in place a robust conflicts of interest policy, which is regularly reviewed and is committed to managing and resolving complaints fairly and efficiently.

In addition to the Conflicts of Interest Policy, TIML also maintains and reviews on a regular basis a conflicts register which records actual or potential conflicts of interest and sets out how these conflicts are managed or mitigated.

Principle 3

Institutional investors should monitor their investee companies.

Effective monitoring and review of investments is a vital element of good stewardship. Whilst the holdings that our clients have that fall within the scope of the Code is small, and our ability to influence company management is limited, we nevertheless regularly monitor holdings and companies as part of our investment process.

TIML takes a variety of factors into consideration as part of its monitoring including company performance and corporate governance arrangements and uses a variety of research tools and publicly available information to monitor company performance and developments. Where possible a call may be held with the company to discuss performance and developments.

TIML does not seek to be made an insider on company information, however if inside information is received this will be recorded and managed in accordance with the TIML Market Abuse Policy in respect of which all relevant staff have received training.

Principle 4

Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.

TIML forms its own view on the strategy and governance of an Investee Company as a result of its monitoring and that will influence the investment decisions made in relation to those Investee Companies. Generally, the holdings that our institutional investor clients hold is small and so our ability to influence the management of Investee Companies is limited, however TIML may speak to other shareholders or third parties if an issue arises in an Investee Company that we feel should be escalated, but we wouldn’t usually take the lead in any engagement with an Investee Company.

TIML’s investment strategy where an issue is identified with an Investee Company would usually be that it would be more effective and efficient for our clients to sell their holdings rather than to take any action.

Principle 5

Institutional investors should be willing to act collectively with other investors where appropriate.

We are willing to act collectively with other investors where appropriate and where this may be in the best interests of our clients but we would not usually take the lead in initiating any such action.

Due to the size of our clients' holdings, any arrangement would be informal and determined on a case by case basis.

Anyone seeking to act collectively should contact TIML at

Principle 6

Institutional investors should have a clear policy on voting and disclosure of voting activity.

TIML does not have a voting policy per se and we will act on our clients’ instructions in relation to a vote where appropriate or where we have discretion, we may vote our client’s shares having due regard to the nature of the issues at hand, the relevant clients’ investment objectives as well as our obligation to act in the best interests of our clients.

TIML will not automatically support the board of an Investee Company and may abstain from voting if it cannot get instructions from a client or it determines that to do so would be in the best interests of clients.

TIML does not routinely attend company meetings but may attend a meeting depending on the issues being addressed at the meeting and the impact on the interests of our clients.


Principle 7

Institutional investors should report periodically on their stewardship and voting activities.

TIML maintains records of voting activities and how votes have been exercised and that information would be made available only to a client in relation to their own shares (upon request) or as required by legal/regulatory obligations. TIML will not normally disclose voting intentions, make public statements or advise any third party of its voting activities due to client confidentiality.

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