Stewardship Code and Shareholder Rights Directive Disclosure

Capricorn Capital Partners UK Limited


1.  Stewardship Code

This statement outlines the Firm’s position with respect to the UK Stewardship Code (the “Code”), which was published by the Financial Reporting Council (“FRC”) in July 2010 and amended in 2012 and 2020. Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, the Firm is required to make a public disclosure about the nature of its commitment and level of compliance to the Code or, where it does not commit to the Code, to explain its alternative investment strategy.

The Code is a voluntary code, which aims to enhance the quality of engagement between asset owners/asset managers and listed companies in the UK, to help improve long-term risk-adjusted returns to shareholders and the efficient exercise of governance responsibilities. It sets out good practice on engagement with investee companies and is to be applied by firms on a “apply and explain” basis. It also describes steps that asset owners can take to protect and enhance the value that accrues to the ultimate beneficiary.

The FRC also recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate. It is of course legitimate for some asset managers not to engage with companies, depending on their investment strategy.

The Code comprises twelve Principles that can be summarised as follows:

Purpose and governance


Purpose, strategy and governance

Governance, resources and incentives

Conflicts of interest

Promoting well-functioning markets

Review and assurance

Investment approach

Client and beneficiary needs

Stewardship, investment and ESG integration

Monitoring managers and service providers





Rights and Responsibilities Exercising rights and responsibilities


2.  Shareholder Rights Directive

The Second Shareholder Rights Directive (“SRD”), which took effect in the UK on 10 June 2019, aims to improve shareholder engagement and increase transparency around stewardship. The Firm invests in listed equities and as such we are required to disclose and make publicly available our policies on how we engage with other shareholders and the companies that we invest in, and how our strategies create long-term value.

Unlike SRD, which applies to investments in listed equities globally, the Code focuses on investments in UK companies only.


3.  The Firm’s Position

The Firm’s approach in relation to engagement with issuers and their management, is determined on a global basis.  A consistent global approach is taken to engagement with issuers and their management in all of the jurisdictions in which the Firm invests and, consequently, the Firm does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction and feels that the Code and SRD are not appropriate to the Firm’s business model.  The Firm does not invest in listed equities as a core strategy. It may invest in listed equities from time-to-time however this is not considered to be an integral component of the investment strategy.

Whilst the Firm has not made a formal commitment of compliance with the Code or the SRD, its alternative investment strategy, is generally supportive of the spirit and aims of good stewardship as contained within the Code and SRD.  As such, in practice, the Firm would take into consideration the principles as set out in the Code and SRD.

This Statement is reviewed annually and updated where necessary to reflect changes in circumstances and actual practice.  Should the Firm’s position change we will review our commitment to the Code and SRD and make appropriate disclosure at that time.

For further details on any of the above information please contact the Firm’s Compliance Officer.