Disclosures
MIFIDPRU 8 Disclosure
15 December 2023
Introduction
The Financial Conduct Authority ("FCA" or "regulator") in its Prudential sourcebook for MiFID Investment Firms ("MIFIDPRU") sets out the detailed prudential requirements that apply to Palmerston. In particular, Chapter 8 of MIFIDPRU ("MIFIDPRU 8" or the "public disclosures requirements") sets out public disclosure obligations with which the Firm must comply, further to those prudential obligations.
Palmerston is classified under MIFIDPRU as a small and non-interconnected investment firm ("SNI MIFIDPRU investment firm"). As such, MIFIDPRU 8 requires Palmerston to disclose information regarding the Firm‚s remuneration policy and practices.
The purpose of these disclosures is to give stakeholders and market participants an insight into the Firm‚s culture, and to assist stakeholders in making more informed decisions about their relationship with the Firm.
This document has been prepared by Palmerston in accordance with the requirements of MIFIDPRU 8 and is verified by the governing body. Unless otherwise stated, all figures are as at the 31st March 2023 financial year-end.
Remuneration Policy and Practices
Overview
As an SNI MIFIDPRU investment firm, Palmerston is subject to the basic requirements of the MIFIDPRU Remuneration code. Palmerston, as an alternative investment fund manager, is also classified as a collective portfolio management investment firm, and as such, is also subject to the AIFM Remuneration Code. The purpose of the requirements on remuneration are to
- Promote effective risk management in the long-term interests of the Firm and its clients;
- Ensure alignment between risk and individual reward;
- Support positive behaviours and a healthy firm culture; and
- Discourage behaviours that can lead to misconduct and poor customer outcomes.
The objective of Palmerston‚s remuneration policies and practices are to establish, implement and maintain a culture that is consistent with, and promotes, sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile of the Firm and the services that it provides to its clients.
In addition, Palmerston recognises that remuneration is a key component in how the Firm attracts, motivates and retains quality staff and sustains consistently high levels of performance, productivity and results. As such, the Firm’s remuneration philosophy is also grounded in the belief that its people are the Firm‚s most important asset and greatest competitive advantage.
Palmerston is committed to excellence, teamwork, ethical behaviour and the pursuit of exceptional outcomes for its clients. From a remuneration perspective, this means that performance is determined through the assessment of various factors that relate to these values, and by making considered and informed decisions that reward effort, conduct and results.
Characteristics of the remuneration policy and practices
Remuneration at Palmerston is made up of fixed and variable components. The fixed component is set at the point of hiring and is in line with market competitiveness at a level to attract and retain skilled staff. Salaries are reviewed annually; however salary is considered when allocating any variable remuneration. Variable remuneration is paid on a discretionary basis and takes into consideration the Firm‚s financial performance and the financial and non-financial performance of the individual in contributing to the Firm’s success. All staff members are eligible to receive variable remuneration, however zero performance would result in zero variable remuneration.
The below table summarises the financial and non-financial criteria of performance used across the Firm in assessing the level of variable remuneration to be paid:
| Financial Performance Criteria | Non-Financial Performance Criteria | |
|---|---|---|
| Firm | Performance of the Funds the Firm manages | |
| Individual | Breaches of the Conduct Rules | |
| Disciplinary actions |
The fixed and variable components of remuneration are appropriately balanced: the fixed component represents a sufficiently high proportion of the total remuneration to enable the operation of a fully flexible policy on variable remuneration. This allows for the possibility of paying no variable remuneration component, which the Firm would do in certain situations, such as where the Firm‚s profitability performance is constrained, or where there is a risk that the Firm may not be able to meet its regulatory capital or liquidity requirements.
Governance and Oversight
The governing body is responsible for setting and overseeing the implementation of Palmerston‚s remuneration policy and practices. In order to fulfil its responsibilities, the governing body:
- Is appropriately staffed to enable it to exercise competent and independent judgment on remuneration policies and practices and the incentives created for managing risk, capital and liquidity;
- Prepares decisions regarding remuneration, including decisions which have implications for the risk and risk management of the Firm;
- Ensures that the remuneration policy and practices take into account the public interest and the long-term interests of shareholders, investors and other stakeholders in the Firm; and
- Ensures that the overall remuneration policy is consistent with the business strategy, objectives, values and interests of the Firm and of its clients.
Palmerston‚s remuneration policy and practices are reviewed annually by the governing body.
Quantitative Remuneration Disclosures
For the financial year to 31st March 2023, the total amount of remuneration awarded to all staff was £14,107,711, of which £2,171,181 comprised the fixed component of remuneration, and £11,934,530 comprised the variable component. For these purposes, ‚staff‚ is defined broadly, and includes, employees, partners and members of the Firm.
STEWARDSHIP CODE DISCLOSURE
Rule 2.2.3 of the FCA’s Conduct of Business Sourcebook requires an FCA authorised firm to either disclose its compliance or explain its non-compliance with the principles set out in the UK Financial Reporting Council’s Stewardship Code (the "Code"). Palmerston Capital Management LLP ("the Firm") is regulated by the FCA in the United Kingdom and therefore subject to COBS 2.2.3R.
The Investment Managers strategy focuses on European credit opportunities and generally does not envisage significant investment in public equities. The Strategy does not result in direct investments in equities listed on the London Stock Exchange or any other UK Stock Exchange. Accordingly, whilst the Firm supports the Code as a mechanism to promote best practice in the institutional shareholder governance of UK listed companies, the Firm does not consider the Code or its principles to be appropriate for the funds’ investment strategies.
Should any of the above factors change, we will review our commitment to the Code at that time and make appropriate disclosure.
PRIVACY NOTICE
This privacy notice is provided by Palmerston Capital Management LLP (the "Partnership") and sets out the policies of the Partnership for the collection, use, storage, sharing, disclosure and protection of personal data relating to current, prospective and former investors in entities ("Funds") which the Partnership acts as the trading advisor/manager.
In the course of business, the Partnership will collect, record, store, adapt, transfer and otherwise process "personal data" as a "controller" (in each case, as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council (the "GDPR" and, together with all other applicable data protection law, "Data Protection Laws")).
The Partnership is a controller for purposes of the GDPR and will hold any personal data in accordance with Data Protection Laws.
Investors’ personal data (if the investor is a natural person) or personal data provided by an investor in relation to one or more natural persons (if the investor is a non-natural person) may be transferred to "processors" (as defined in the GDPR) supporting the activities of the Partnership including, without limitation, administrator and/or custodian, and/or their respective affiliates, sub-contractors and certain third party service providers (including advisers, finance providers, the bankers, auditors, prime brokers, regulatory bodies, taxation authorities, and/or technology providers, including entities situated in countries outside the European Economic Area (the "EEA") (subject as set forth below)).
The Partnership and/or any such processors may process investors’ personal data for any one or more of the following purposes and legal bases:
- processing investors’ applications and, if applicable, admissions to the Funds;
- operating the Funds, including managing and administering an investor’s investment in the Funds on an on-going basis which enables the Partnership, the Funds and investors to satisfy their contractual duties and obligations to each other;
- maintaining records and correspondence relating to an investor’s participation in the Funds, and communicating with the investor on an on-going basis in relation to the Funds’ and the Partnership’s investment program;
- complying with any applicable legal, tax or regulatory obligations on the Partnership, Funds and/or any of its delegates or service providers under any applicable laws and anti-money laundering and counter-terrorism legislation, whether such laws or legislation derive from the laws of an EEA country or not;
- any other legitimate business interests of the Partnership to whom personal data is disclosed, where such interests are not overridden by the interests of investors, including for statistical analysis and market research purposes; and/or
- any other specific purposes where an investor has given their specific consent (on the understanding that, where processing of personal data is based on consent, an investor will have the right to withdraw it at any time).
The Partnership and/or any of its delegates and service providers will not transfer personal data to a country outside of the EEA unless that country ensures an adequate level of data protection, appropriate safeguards are in place or relies on one of the derogations provided for under GDPR1
The Partnership will not keep personal data for longer than is necessary for the purpose(s) for which it was collected. In determining appropriate retention periods, the Partnership will have regard to any applicable statutes of limitation and any statutory or regulatory obligations to retain information, including anti-money laundering, counter-terrorism or tax legislation. The Partnership will take all reasonable steps to destroy or erase the data from its systems when they are no longer required.
Investors have the right to request access to their personal data (if the investor is a natural person) kept by the Partnership as data controller and the right to rectification or erasure of such personal data and to restrict or object to processing of such personal data, subject to any restrictions imposed by GDPR. Where the investor is a non-natural person, it may exercise such rights on behalf of a natural person whose personal data is kept by the Partnership as data controller, in so far as the natural person has given the investor authority to exercise such rights on its behalf. In such circumstances the Partnership may request additional confirmation of the investor's authority to exercise the rights.
Personal data is required to be provided by investors to the Funds for statutory and contractual purposes; and, as such, if an investor fails to communicate the investor’s personal data (if the investor is a natural person) or personal data in relation to one or more natural persons related to the investor (if the investor is a non-natural person), or the investor objects to the processing of personal data, the Funds may be unable to permit, process, or release the investor’s investment in the Fund and this may result in the Fund terminating its relationship with the investor. Where the investor is a non-natural person and provides personal data in relation to one or more natural persons related to the investor, it is the investor’s responsibility to ensure that appropriate arrangements are in place as between the investor and such natural persons to permit the investor to provide those natural persons’ personal data to the Fund.
Investors may request further information about any of the above rights, or may complain about how its personal data has been handled by contacting the Partnership (as the Funds’ designated representative in the EU) or the data protection authority in their home country (for investors based in the United Kingdom, this would be the Information Commissioner’s Office (the "ICO"): https://ico.org.uk/global/contact-us/ or by telephone to 0303 123 1113).
If an investor is not satisfied with the Partnership’s response to its complaint or believes that the Partnership’s processing of its information does not comply with Data Protection Laws, the investor may make a complaint to the data protection authority in their home country (for investors based in the United Kingdom, this would be the ICO at the contact details set out above).
1 The European Commission has prepared a list of countries that are deemed to provide an adequate level of data protection which, as of the date of this privacy notice, includes Switzerland, Guernsey, Argentina, the Isle of Man, Faroe Islands, Jersey, Andorra, Israel, New Zealand and Uruguay. Further countries may be added to this list by the European Commission at any time. The United States is also deemed to provide an adequate level of protection where the US recipient of the data is privacy shield-certified. If a third country does not provide an adequate level of data protection, then the Company and/or any of its delegates and service providers will ensure it puts in place appropriate safeguards such as the model clauses (which are standardised contractual clauses, approved by the European Commission).