Japanese Stewardship Code

Zennor supports the Japan Stewardship Code and its aims to promote the sustainable growth of investee companies through investment and communication with company management teams. Adoption of these codes is consistent with our investing discipline and reflects our commitment to preserving capital and long-term shareholder value growth.

https://www.fsa.go.jp/en/refer/councils/stewardship/20160315.html

This statement describes our acceptance and adherence to the principles of the Japan Stewardship Code.

Principle 1: Institutional investors should have a clear policy on how they fulfil their stewardship responsibilities, and publicly disclose it.

Zennor supports the code through its ongoing engagement and dialogue with companies. Zennor also exercises its responsibility through proxy voting its holdings in accordance with our Zennor Voting Policy. Zennor discloses its proxy voting activity via its website. Zennor has also integrated Sustainability into its investment policy which embraces a concept of engagement and stewardship at the core of our process. This can be found here

Zennor is a signatory of the UN PRI

Principle 2: Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.

Zennor has the following policies Conflicts of Interest, Trading Execution Policy, Proxy Voting Policy

The Zennor governance system involves the Senior Management, Compliance team, and the Investment Committee comprised of senior members of the firm and advisors who seek to minimise, manage, and disclose any potential conflicts of interest.

Principle 3: Institutional investors should monitor investee companies so that they can appropriately fulfil their stewardship responsibilities with an orientation towards the sustainable growth of the companies.

Zennor seeks to increase alignment between investee companies and shareholders. Zennor considers a wide range of inputs including direct contact, company reports, and information from third-party researchers as part of this process. Zennor takes an active stance in fulfilling its fiduciary duties including engagement on corporate governance, and proxy voting.

Principle 4: Institutional investors should seek to arrive at an understanding in common with investee companies and work to solve problems through constructive engagement with investee companies.

Zennor believes that ongoing dialogue, active engagement and proxy voting are the primary ways to increase common understanding with companies. Stronger governance is likely to lead to better corporate and stock performance. Through positive engagement, we can help promote higher sustainable growth over time. We also seek to enhance governance through proxy voting. At times we may collaborate with other investors and seek collective engagement on important issues.

Principle 5: Institutional investors should have a clear policy on voting and disclosure of voting activity. The policy on voting should not be comprised only of a mechanical checklist; it should be designed to contribute to the sustainable growth of investee companies.

Zennor’s Proxy Voting Policy is available here. We disclose our voting activity and provide updates via our website. In cases where we vote against the management proposal, we will engage with the company and its advisors directly to ensure that our perspective is heard.

Principle 6: Institutional investors in principle should report periodically on how they fulfil their stewardship responsibilities, including their voting responsibilities, to their clients and beneficiaries.

Zennor discloses its voting activity via its website and provides similar updates to its clients on request.

Principle 7: To contribute positively to the sustainable growth of investee companies, institutional investors should develop skills and resources needed to appropriately engage with the companies and to make proper judgments in fulfilling their stewardship activities based on in-depth knowledge of the investee companies and their business environment and consideration of sustainability consistent with their investment management strategies.

The Zennor Japan team have 50 years of collective experience investing in Japan. Consequently, we have significant in-house knowledge, expertise and extensive historical notes of engagement. We also utilise third party research, our extensive industry network and our external advisors (who bring significant experience in this field) as additional resources that we draw upon. The Senior Management team oversee and are responsible for the firm’s governance and engagement activities.

As a signatory of the UN PRI Zennor discloses its stewardship activities and policies annually.

Principle 8: Service providers for institutional investors should endeavour to contribute to the enhancement of the functions of the entire investment chain by appropriately providing services for institutional investors to fulfil their stewardship responsibilities.

Zennor believes that by acting in accordance with this code – through engagement with management, public disclosure, policies and voting actions – and interacting with our clients and service providers we will contribute towards the improvement of stewardship and its related services.

Zennor reports to its boards on a quarterly basis a summary of the portfolio performance, risk, compliance and any operational issues. Within Zennor, the Risk Management Committee and Senior Leadership meet on a similar basis and key points are communicated to the board. Minutes of these meetings are stored and archived.

Zennor has appointed an independent external auditor to the business. They undertake an annual audit and share any material findings in the form of a letter to management. We also maintain an internal controls report covering key controls across the business and assess their design, implementation and operating effectiveness. The document is updated annually and reviewed by the senior management team.