MIFIDPRU 8.7 Investment policy

A non-SNI MIFIDPRU investment firm not meeting the conditions in MIFIDPRU 7.1.4R must disclose:

1. (1)

   the proportion of voting rights attached to the shares held directly or indirectly by the firm, broken down by country or territory; and

2. (2)

   a complete description of voting behaviour in the general meetings of companies the shares of which are held in accordance with MIFIDPRU 8.7.4R, including:

   1. (a)

      an explanation of the votes; and

   2. (b)

      the ratio of proposals put forward by the administrative or governing body of the company that the firm has approved; and

3. (3)

   an explanation of the use of proxy adviser firms; and

4. (4)

   a summary of the voting guidelines regarding the companies in which the shares referred to in (1) are held with links to supporting non-confidential documents where available.

A firm must use the template available at MIFIDPRU 8 Annex 2R in order to disclose the information requested at MIFIDPRU 8.7.1R.

The disclosure requirements in MIFIDPRU 8.7.1R(2) do not apply if the contractual arrangements of all shareholders represented by the firm at the shareholders’ meeting only authorise the firm to vote on their behalf when express voting orders are given by the shareholders after receiving the meeting’s agenda.

1. (1)

   To the extent that any data item required by MIFIDPRU 8.7 is treated as proprietary information in accordance with (2), or confidential information in accordance with (3), a firm may refuse to disclose it, noting on the template available at MIFIDPRU 8 Annex 2R which item has not been disclosed and why.

2. (2)

   A firm may only treat information as proprietary information if sharing that information with the public would have a material adverse effect upon its business.

3. (3)

   A firm may only treat information as confidential information if there are obligations to customers or other counterparty relationships binding the firm to confidentiality.

Where a firm refuses to disclose information in reliance on MIFIDPRU 8.7.4 R(2), the firm should record why the information is considered proprietary and make that information available to the FCA if requested.

A firm referred to in MIFIDPRU 8.7.1R must comply with that rule:

1. (1)

   only in respect of a company whose shares are admitted to trading on a regulated market;

2. (2)

   only where the proportion of voting rights that the MIFIDPRU investment firm directly or indirectly holds in that company is greater than 5% of all voting rights attached to the shares issued by the company; and

3. (3)

   only in respect of shares in that company to which voting rights are attached.

The voting rights referred to in MIFIDPRU 8.7.6R(2) must be calculated on the basis of all shares to which voting rights are attached, even if the exercise of any of those voting rights is suspended.