Your privacy is very important to us. This notice (“Privacy Notice”) is provided by High Ground Investment Management LLP (“we” or “us”) and sets out our policies with respect to the collection, sharing and use of personal information.

How we collect information about you 

We may collect personal data about you through:

• information provided directly to us by you, or another person on your behalf, through our website, by email or post, or in person;
• information that we obtain in relation to any transactions between you and us;
• recording and monitoring of telephone conversations and electronic communications with you as described below; or
• the use of Internet “cookies” (an information collecting device from a web server), as described further below.

We may also, in some circumstances, receive personal information about you from third parties, such as service providers or trading counterparties, regulatory or law enforcement agencies, credit reference agencies and agencies conducting background checks. Personal information may also be obtained from publicly accessible sources of information, such as public databases, industry associations, social media and online professional networks.

Why we collect information about you 

We may collect and use your personal information for the purposes of administering the relationship between us, marketing our products and services to you or the businesses with which you are associated, monitoring and analysing our activities, and complying with applicable legal or regulatory requirements.

We will use one of the permitted grounds under the applicable law to process your information. Such grounds include instances where you have given your consent and cases where your consent is not required under applicable law, such as where we are required to comply with a legal obligation, or where we, or a third party, determine that it is necessary for our legitimate interests to collect and use your personal information.

The legitimate interests to collect your personal information may include any of the purposes identified above and any other purpose where we or a third party have determined that you have a reasonable expectation for us or a third party to collect or use your personal information for such purpose. You have the right to object to the use of your personal data for direct marketing purposes.

What are the consequences of failing to provide your personal information? 

As a regulated financial services firm, we are subject to legal and regulatory obligations that may require us to collect and store your personal information, such as the requirements to comply with the applicable law on prevention of financial crime, tax and regulatory reporting, or the rules on recording and monitoring of communications (as described below).

We may also need to collect and use your personal information for the purposes of entering into or performance of a contractual arrangement between us.

A refusal to provide us with personal information may, depending on the purpose for which your personal information is required, have various consequences such as us being unable to communicate with you, the termination of any service or other contractual arrangement between us, or, where we have a reasonable suspicion of illegal activity, we may be required to make a report to regulatory or enforcement agencies.

The types of personal data we may collect and use 

The categories of personal data we may collect will depend on the nature of our relationship with you and the purpose for which information is being collected. Such personal data may include names, residential addresses or other contact details, signature, nationality, date and place of birth, national insurance or other tax identification number, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, criminal and administrative offences, source of funds details, or other sensitive information, such as certain special categories of personal data contained in relevant documents or materials.

Do we use automated decision-making processes? 

No.

Do we share your personal information with third parties? 

We may (to the extent relevant to the purpose for which we collect your information), share your personal data with third parties, such as:

• our affiliates or other entities that are part of our group or with our clients;
• any person to whom we have a right or obligation to disclose personal data, or where we determine that disclosure is necessary to protect or defend our rights or property, including with regulators, courts of law, governmental, regulatory or law enforcement agencies;
• our internet, IT, telecommunications and other service providers, including legal advisers, accountants, payroll administrators, insurance and employee benefits providers and administrators;
• service providers and trading counterparties to our clients, including placement agents or distributors, brokers, banks, trading venues, clearing houses, custodians, corporate services providers, administrators of our funds, and providers of customer relationship management tools;
• credit reference agencies and other third parties conducting background checks in the context of employment or client, counterparty, or investment due diligence;
• any person, as directed by you; or
• any person to whom we transfer any of our rights or obligations under any agreement, or in connection with a sale, merger or consolidation of our business or other transfer of our assets, whether voluntarily or by operation of law, or who is otherwise deemed to be our successor or transferee.

Transfers of personal information to countries outside of the European Economic Area (EEA) 

Due to the international nature of our business, your personal data may be transferred to countries outside of the EEA, such as to jurisdictions where we or our clients conduct business or have a service provider, including countries that may not have the same level of data protection as that afforded by the EU General Data Protection Regulation or other data protection rules applicable to us (collectively, “Data Protection Law”). In these circumstances, we take steps to ensure that the recipient agrees to keep your information confidential and that it is held securely in accordance with the requirements of Data Protection Law, such as by requesting appropriate contractual undertakings in our legal agreements with service providers.

For how long do we keep your personal information? 

We will generally keep personal information about you for as long as necessary in relation to the purpose for which it was collected, or for such longer period if required under applicable law or necessary for the purposes of our other legitimate interests.

The applicable retention period will depend on various factors, such as any legal obligation to which we or our service providers are subject as well as on whether you decide to exercise your right to request the deletion of your information from our systems. As a minimum, information about you will be retained for the entire duration of any business relationship we may have with you, and for a minimum period of five years after the termination of any such relationship.

We will, from time to time, review the purpose for which we have collected information about you and decide whether to retain it, update it, or securely delete it, if the information is no longer required.

What are your rights? 

You have certain rights under Data Protection Law in respect of the personal data we hold about you and which you may exercise. These rights are:

• to request access to your information;
• to request rectification of inaccurate or incomplete information;
• to request erasure of your information (a “right to be forgotten”);
• to restrict the processing of your information in certain circumstances;
• to object to our use of your information, such as where we have considered such use to be necessary for our legitimate interests (e.g. in the case of direct marketing activities);
• where relevant, to request the portability of your information;
• where you have given consent to the processing of your data, to withdraw your consent; and
• to lodge a complaint with the competent supervisory authority.

How to contact us 

If you have any questions about this Privacy Notice or requests with regards to the personal data we hold about you, you may contact our Chief Operating Officer by email at operations@hgim.co.uk or by writing to High Ground Investment Management LLP, 2 Babmaes Street, London, SW1Y 6HD United Kingdom.

Complaining to ICO 

You have the right to complain to the Information Commissioner’s Office (ICO). Further information is available from the ICO’s website.

Use of cookies 

We may send text files (e.g., “cookies” or other cached files) or images to your web browser to store information on your computer. Such text files and images are used for technical convenience to store information on your computer. For instance, we may use a session cookie to store form information that you have entered so that you do not have to enter such information again. We may use information stored in such text files and images to customise your experience on this website and to monitor use of this website. You may set your browser to notify you when you receive a cookie. Many web browsers also allow you to block cookies. If you block cookies you may not be able to access certain parts of this website. You can disable cookies from your computer system by following the instructions on your browser or at www.allaboutcookies.org.

Recording and monitoring of communications 

We may record and monitor telephone conversations and electronic communications with you for the purposes of:

• ascertaining the details of instructions given, the terms on which any transaction was executed or any other relevant circumstances;
• ensuring compliance with our regulatory obligations; or
• detecting and preventing the commission of financial crime.

Copies of recordings will be stored for a period of five years, or such other longer period as we may determine from time to time.

Under Rule 2.2.3R of the Financial Conduct Authority’s (“FCA”) Conduct of Business Sourcebook, High Ground Investment Management LLP (“HGIM” or “theFirm”), to the extent it is managing investments for a professional client (as defined by the FCA), is required to include a disclosure about the nature of its commitment to the UK Financial Reporting Council’s Stewardship Code 2020 (the“Code”) or, where it does not commit to the Code, explain its considered choice based on the Firm’s investment approach.

The Code is a voluntary code and sets out a number of principles relating to engagement by investors in UK-listed companies.

The Firm pursues a strategy involving investment in global equities, including UKequities. The code is therefore relevant to some aspects of the Firm’s activity. 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.

Whilst the Firm generally supports the objectives that underlie the Code, the Firm has chosen not to commit to the Code at this time.

Under Rule 2.2B.5 of the Financial Conduct Authority’s (“FCA”) Conduct of Business Sourcebook, High Ground Investment Management LLP (“HGIM” or “the Firm”) is required to make disclosures in relation to compliance with the Shareholder Rights Directive II (“SRD II”). The Second Shareholder Rights Directive which took effect in the UK on 10th June 2019, aims to improve shareholder engagement and increase transparency around stewardship.

Under Rule 2.2B.5 of the FCA Conduct of Business Sourcebook, the Firm are required to:

1. 1. develop and publicly disclose an engagement policy that meets the
      requirements of COBS 2.2.B.6R; and
   2. publicly disclose on an annual basis how our engagement policy has been
      implemented in a way that meets the requirements of COBS 2.2B.7R; or
2. publicly disclose an explanation of why we have chosen not to comply with
   any of the requirements imposed by (1).

This disclosure also serves as the Firm’s engagement policy for the purposes of Article 3g of the amended EU Shareholder Rights Directive (Directive 2007/36/EC)

Engagement Policy

This policy disclosure is made publicly so that investors and investee companies are aware of the way in which the Firm integrates stewardship activities into the investment process.

a) How the firm integrates shareholder engagement in its investment strategy

Engagement with investee companies is the responsibility of the investment team at the Firm. HGIM views access to management as an important part of its investment process and will generally meet with the management of core positions as often as it is necessary to discuss issues such as governance, strategy and shareholder value. The Firm believes that its engagement with management on such issues is integral to the discharge of its stewardship responsibilities and the interests of its clients, and is unlikely to invest in companies where it appears that management is not acting in the best interests of shareholders.

b) How the firm monitors investee companies on relevant matters, including:

• Strategy
• Financial and non-financial performance and risk
• Capital structure
• Social and environmental impact and corporate governance

The Firm’s investment decisions are generated by fundamental research whereby analysts monitor investee companies through the review of annual reports, financial statements and other company announcements. Analysts will meet with senior management of companies, attend company meetings and roadshows and use third party and broker research. This monitoring process is regularly reviewed by senior management.

Our investment team routinely monitors the activities of the companies in which the funds they manage have positions.  Third party research can be a helpful source of information and analysis, but we view our own research on such companies as being of significantly greater value.  Our team undertakes regular engagement with executives and other members of the management of these companies.  During these meetings, the investment team extends its knowledge and understanding of the overall strategy that the companies are executing.

The team also familiarises itself with the governance structure through which the company is managed and controlled and assesses its effectiveness in addressing key issues. This engagement enables the team to form a view of the company’s ability to manage the various risk factors to which it is exposed. We fully recognise that a management team is appointed by a company’s shareholders to manage that company’s business.  Our activities in relation to governance and stewardship are consequently focused on the issues that we consider are the most significant to generating shareholder value – typically these could include corporate strategy, board issues (such as its leadership, composition and incentivisation), financing, corporate actions such as major acquisitions or disposals, management of risks and overall corporate performance.

Potential problems and issues identified through fundamental analysis are, where appropriate, communicated to appropriate members of the investee company’s management or board.  However, in seeking to act in the best interests of its clients, HGIM may consider it better to reduce or eliminate an investment rather than engage in such dialogue.  The Firm does not normally wish to be made an insider and pre-communicates to investee companies that it does not wish to be exposed to price sensitive information which is not yet held in the public domain.  If the Firm becomes an insider, either intentionally or unintentionally, trading in the security will be restricted and a record of the circumstances maintained by the Firm’s compliance department.

c) How the firm conducts dialogue with investee companies

As noted above, analysts monitor investee companies through the review of publicly available information or third-party research as well as meeting senior management of companies.

As part of the research process, HGIM may look to hold meetings with management to express concerns it may have about the running of an investee company.  The Firm may consider, on a case by case basis, whether to intervene jointly with other institutions but will only do so where this is considered appropriate and in the best interest of its clients.  It may also be appropriate for us to raise concerns with a company’s advisers and/or corporate brokers. The Firm is unlikely to make public statements, submit resolutions or requisition an EGM.  If escalation is required, then the Firm believes this is best achieved in a confidential manner.

d) How the firm exercises voting rights and other rights attached to shares

The Firm’s proxy voting procedures and record keeping are overseen by the Operations team who will refer, where appropriate, to the portfolio manager for voting decisions.

The Firm’s proxy voting policies and procedures are designed to ensure that it votes proxies in the best interests of its clients.  It is not HGIM policy to automatically support the Board of investee companies particularly where having entered into dialogue with a company an issue has not been satisfactorily resolved and it is felt not to be in the best interests of its clients.  A record of all voting instructions is maintained whether in person or via proxy.  We do not publicly disclose voting records due to client confidentiality reasons.

 

e) How the firm cooperates with other shareholders, and communicates with relevant stakeholders of the investee companies

The Firm has no objection in principle to collective action by investors and will consider any specific action on a case by case basis.  However, in normal circumstances, HGIM will tend to act on its own when engaging with or expressing concerns to investee companies.

As a matter of policy, the Firm will not agree to vote in concert with another investor unless pre-approved by the Chief Compliance Officer (“CCO”).

Subject to underlying client confidentiality and investment strategy reasons, where requested (or as required by law), the Firm may disclose to a client or a client’s fiduciaries the manner in which voting was exercised on behalf of a client, however, it may not be appropriate to disclose voting actions at a detailed level.

f) How the firm manages actual and potential conflicts of interests in relation to the firm’s engagement

The Firm maintains a robust policy on managing conflicts of interest in relation to stewardship which is designed to ensure its decisions are taken wholly in the interest of its clients.  All personnel are requested to notify the CCO if they become aware of any material conflict of interest arising, including in relation to proxies on behalf of clients. Voting instructions will be subject to assessment and approval by the CCO in such circumstances.   A summary of the HGIM Conflicts of Interest Policy is available to clients on request from the CCO.