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Shareholder Engagement Policy

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Background

This Engagement Policy (the “Policy”) has been adopted by Orion Resource Partners (UK) LLP (“the Investment Manager”) to not only demonstrate compliance with the relevant regulatory requirements as prescribed under Directive (EU) 2017/828 and its implementing measures, together the Shareholder Rights Directive II (“SRD II”), as applied under UK national law and relevant transpositions across the European Union, but to also demonstrate to its clients the approach it has taken with respect to an effective Environmental, Social & Governance (“ESG”) framework.

SRD II aims to promote shareholder engagement and improve stewardship practices across the European Union and the UK. The Investment Manager is committed to ensuring that investments made by it on behalf of its clients are consistent with their needs and objectives, while ensuring these investments are part of the Investment Manager’s holistic ESG framework.

Definitions

For the purposes of this policy, an “investee company” refers to a company which is traded (i.e. listed) on a UK regulated or UK comparable regulated market, for example, the Irish Stock Exchange or the US Stock Exchange.

Where it is noted in the policy that the Investment Manager has acquired equity holdings in investee companies, it is to be understood these holdings are for the exclusive benefit of the collective investment schemes (“CIS”) for which the Investment Manager acts as portfolio manager.

Monitoring of Investee Companies

The Investment Manager monitors investee companies through a combination of processes, which are outlined below.

1. Strategy

The Investment Manager understands that final judgement with respect to strategy and decision making will remain with the board of directors and senior management of the investee companies. That being said, prior to the acquisition of holdings in such investment companies, the Investment Manager ensures that the strategy, objectives, and culture of the investee companies are consistent with the interests and values of the Investment Manager.

Prior to investing in relevant listed securities, the Investment Manager will conduct investment due diligence on the investee companies it proposes to invest in to understand its strategy. Members of the Investment Manager’s investment team will conduct research using public data and may meet with senior representatives of the prospective investee companies to garner an understanding of the investee company’s strategy and medium to long-term objectives which may inform their investment decision making process. Company valuation encompasses commodity, environmental, social, governance, and a range of financial and operational metrics.

Thereafter, the Investment Manager conducts ongoing due diligence in the form of meetings with investee company management, reviewing publications by investee companies and those concerning investee companies, and site visits where appropriate. The Investment Manager is an active manager and meets at least twice annually with the management of investee companies, and more typically, on a quarterly basis. Through these activities, the Investment Manager will ensure that the strategies of the investee companies remain consistent with the objectives of itself and of its clients.

2. Financial, Capital & Non-Financial Performance

Through its initial investment due diligence and ongoing engagement, the Investment Manager will ensure it understands the financial position of each investee company in which it holds equity ownership. To effectively do this, the Investment Manager may review the balance sheets and financial projections of investee companies to build a detailed understanding of the investee company’s prospective financial performance and capital structure.

Additionally, the Investment Manager may consider the following to determine the financial performance of investee companies; market data providers e.g. Bloomberg/Morning Star, publicly available reports, press releases, regulatory filings.

In terms of non-financial factors, the Investment Manager remains informed of all considerations of a material nature with respect to investee companies, for example, departures of senior management, significant business continuity events, potential for regulatory sanctions etc. The Investment Manager will consider these material events on an ongoing basis to ensure the investee company’s activities are consistent with its interests and that of its investors.

The Investment Manager leverages its qualitative analysis and quantitative proprietary environmental, social and governance (ESG) assessment methodologies to evaluate the ESG performance of investee companies.

3. Risk

The Investment Manager may use its own proprietary risk framework to independently validate the risk metrics produced by investee companies on an ongoing basis.

4. Social & Environmental Impact

The Investment Manager considers the following, but not limited to, with respect to the social and environmental impact of investee companies;

  • Primary activities of the investee company and any related group entities;
  • The industry in which the investee company operates;
  • Named individuals responsible for the operations of the investee companies;
  • Negative press releases/publications in respect of the activities investee companies undertake;

The Investment Manager may review potential investee companies against industries and activities which are not consistent with its objectives nor that of its clients and thus will consider periodic assessment of the above factors to ensure investee companies are operating in line with the Investment Manager’s own framework.

5. Corporate Governance

The Investment Manager may consider the board composition and committee structures which have been enacted in investee companies as an effective way of monitoring investee companies in relation to corporate governance. For pre-investment activities, governance considerations are integrated across the investment decision making process. The Investment Manager seeks to invest in companies that have a majority of independent directors and an independent chair of the Board overall and of the following committees: nomination, audit, sustainability, and compensation.

Voting Rights

Proxy voting is an important component of ongoing monitoring and engagement across the lifecycle of investments. The Investment Manager has adopted a proxy voting policy which has been adopted to ensure that any voting rights acquired generally in its activities are conducted in a manner consistent with the best and long-term interests of the investors for which it acts.

Where the Investment Manager acts as portfolio manager with respect to a CIS, all voting rights will be carried out in a manner which is consistent with the investment objectives and policy of each CIS as well as ensuring that any potential conflicts of interest are appropriately identified and mitigated.

The Investment Manager has engaged a proxy voting service provider. In addition to the service provider’s standard proxy voting policy, the Investment Manager receives voting recommendations aligned to the provider’s ESG Policy. The Investment Manager: i) reviews each proxy voting recommendation; and ii) may vote against management or proxy voting provider recommendations where the Investment Manager does not believe its environmental, social or governance practice expectations are appropriately represented.

Co-Operation with Other Shareholders

In acquiring equity holdings in investee companies, the Investment Manager understands that it may be appropriate to engage with other shareholders to promote and effect positive change with respect to the operations and governance of these investee companies. The Investment Manager, as appropriate, is willing to engage and collaborate with other shareholders in the pursuit of promoting positive change in investee companies.

This engagement with other shareholders shall be exclusively in the best interests of its clients.

Conflicts of Interest

A conflict of interest involves a situation where two or more interests differ or clash with each other, loyalties compete or are divided or one person performs multiple roles at the same time. Conflicts of interest involving the clients, the Investment Manager, employees, affiliates, and investors may occur from time to time.

The Investment Manager is responsible for identifying conflicts of interest. Management and the CCO are responsible for ensuring that any required disclosures are accurate.

It is our policy to identify material conflicts of interest, the effect they have and the means to address them. Our disclosures with respect to conflicts (and, as applicable, all other disclosures) must be sufficiently clear and concrete so that a reasonable prospect or client clearly understands the conflict and how it is addressed.

From time to time, the Investment Manager may seek to execute transactions between client accounts (including rebalancing trades between client accounts).  Transactions between client accounts are not permitted if they would constitute principal trades or trades for which the Investment Manager or its affiliates are compensated as brokers unless client consent has been obtained.  If the Investment Manager may execute transactions between client accounts, it should consider whether disclosure is necessary of the potential conflicts for such transactions, any relevant conditions or restrictions and any related conflicts of interest in applicable firm documents. In certain instances, fund documents may require consent of investors or an investor committee prior to transactions between funds.

Annual Transparency Obligations

On an annual basis, the Investment Manager shall publicly disclose on its website how this policy has been implemented which will consider the following –

  1. A general description of voting behavior;
  2. An explanation of the most significant votes taken;
  3. Information on the use, if any, of the services of proxy advisers; and;
  4. Information on how it has cast votes in the general meetings of companies in which it holds shares

Additionally, where the Investment Manager invests on behalf of an institutional investor (i.e. life assurance companies or occupational pension schemes), the Investment Manager shall publicly disclose annually how it has;

  1. Complied with the terms of the arrangement to invest on behalf of an institutional investor
  2. Contributed to the medium to long-term performance of the assets of the institutional investor or a fund managed by an institutional investor

This additional disclosure with respect to institutional investors shall include the following -

  1. The key material medium to long-term risks associated with the investments
  2. Portfolio composition
  3. Turnover and turnover costs
  4. The use of proxy advisors for the purpose of engagement activities
  5. The Investment Manager’s policy on securities lending and how it is applied to engagement activities

The Investment Manager will complete its first annual disclosure by May 30, 2025 which is one year following the adoption and publication of this policy.

Policy Governance

This Policy is subject to at least annual review.