A conflict of interest is « a situation in which several participants have opposed interests in the same operation or transaction ».
In accordance with the extant regulation, SKYLAR France has taken all reasonable measures to detect any situation of conflict of interest that may arise whilst the company is providing investment services to its clients or managing its funds :
- Between the company, the people directly or indirectly linked to it by a relation of control on one hand, and its clients on the other hand ;
- Between its clients.
SKYLAR France detects in advance the situations of conflict of interest whose occurrence may damage the interests of a client. The situations causing conflicts of interest can be the following :
- SKYLAR France or a member of its staff is susceptible of making a financial profit or avoiding a financial loss at the expense of a client ;
- SKYLAR France or a member of its staff is interested in obtaining a specific result from a service performed contrary to the interests of the client ;
- SKYLAR France or a member of its staff gives precedence, for financial reasons or others, to the interests of one client at the expense of the interests of another client for whom a service is performed ;
- SKYLAR France or a member of its staff has the same professional activity as the client ;
- SKYLAR France or a member of its staff gets an advantage, financial or otherwise, other than the commission or fee normally applied, to perform a service for a client.
With regards to its asset and wealth management activities, SKYLAR France has put in place a reasonable separation of tasks and functions, so that the people in charge of each activity do not find themselves in a situation of conflict of interest. Furthermore, SKYLAR France controls the exchange of information susceptible of creating such conflicts or of damaging the interests of one or several clients.
SKYLAR France has made sure that none of its staff’s remuneration modes can generate a situation of conflict of interest in the daily operation of the business.
Conflict of interest management will take place under the authority of the compliance officer, who shall record all situations that have caused conflicts of interest in a register.
This document aims to inform our clients of our financial intermediaries’ selection policy. It is these intermediaries to whom we have entrusted the task of executing investment orders for our financial and mutual fund management.
The selection made by SKYLAR France is particularly defined by the execution mechanisms that its providers have.
To ensure that its clients benefit from the best selection amongst the intermediaries with whom it does business, SKYLAR France uses the following criteria:
- The price to pay for the intermediaries’ services,
- The direct and indirect costs of execution (expenses linked to the execution of the order, the fees linked to the choice of the type of execution, payment and delivery fees, and all the fees paid to a third-party undertaking the execution of the order),
- The speed of order execution,
- The probability of execution and payment, dependent on the ability of the intermediary to find i) the requested shares on the marked or ii) a counterparty or iii) the ability to trade blocs of average shares or iv) a participation in corporate investments (IPO, reclassification and financial transactions),
- The size of the order,
- The type of order.
This involves our intermediaries informing us of their execution policies and committing themselves to ensure the best possible execution of all orders we send them.
Each manager working for SKYLAR France thus ensures the daily application of our best selection policy, in particular with regards to the change in market and economic environment conditions, this being in the exclusive interest of the clients.
SKYLAR periodically controls the effectiveness of the execution agreements it has negotiated with the providers tasked with the execution of orders, and reviews its policy on a regular basis. The intermediaries are periodically graded by the management teams, according to the above mentioned criteria. The grades are then consolidated in order to produce a ranking of the intermediaries with whom SKYLAR France intends do business with for the upcoming period.
SKYLAR France formulates a document untitled “Voting Policy”, presenting the conditions in which it intends to exercise the voting rights attached to the shares owned by the mutual funds under management.
1) Selection criteria :
a) For French companies
SKYLAR France takes part in votes organised during the shareholder meetings of the companies whose stock is represented in the portfolios of the mutual funds, in so far as the financial documentation is accessible in a timely manner and according to the following (alternative) criteria:
- Investment threshold : minimum of 5% of the company’s capital.
- Amount threshold: A line of €10,000,000 at least.
These criteria have been determined to allow SKYLAR France to take position on resolution projects presented by the companies in which the mutual funds hold a significant position.
b) For foreign companies
Insofar as the relevant documentation is available, SKYLAR takes part in the shareholder meetings according to the same criteria as mentioned previously.
2) Voting rights exercise :
Voting rights attached to company shares are exercised by a member of the asset management division or by the Chief Investment Officer. They take part in the shareholder meetings of those companies held in the investment portfolios, either by being represented or by postal ballot.
3) Politique générale de vote :
The general voting policy consists in emitting a negative opinion towards resolutions that are clearly unfavourable to minority shareholders, such as the possibility of increasing the capital in a period of public offering, the capital increased reserved to company employees covering 5% or more of the capital or allowing for a discount superior or equal to 10% of the share price.
For the vote of resolutions on:
- Amendments to the statutes;
- Approval of accounts and appropriation of results;
- Appointment and dismissal of social organs;
- So called regulated conventions;
- Issuing and redemption of shares;
- Appointment of legal comptrollers;
SKYLAR France exercises its voting rights in accordance with the recommendations issued by the Association Française de Gestion financière (AFG). It acts in the same manner to detect, prevent and manage the situations of conflict of interest which may infringe on the free exercise of voting rights.
4) Report on the exercise of voting rights :
A report is established once a year, within the four months of closing of accounts. It gives quantitative elements as well as information on the exercise of voting rights during the previous year. It can be obtained upon demand from SKYLAR France.
Considering the criteria enounced in point 1, SKYLAR France took no part in shareholder meetings during the year 2014.
5) Conflicts of interests :
SKYLAR France has put in place an internal procedure in order to detect, prevent and manage situations of conflict of interest which may infringe upon the free exercise of voting rights.
SKYLAR France has put in place a procedure to deal with complaints made by its clients.
If you have any complaints, you may send a letter to the General Secretariat of SKYLAR France, at the following address :
SKYLAR France, 71-73 avenue des Champs Elysées – 75 008 Paris – France.
SKYLAR France commits itself to send you an acknowledgement of receipt with ten business days, starting from the reception of the complaint, except if the answer to the complaint is made within the same timeframe.
With the exception of dully justified particular circumstances, SKYLAR France will answer its client within two months of receiving his complaint.
In case of persistent disagreement between the client and SKYLAR France, the client may contact the AMF ombudsman :
Autorité des marchés financiers
Médiateur de l’AMF
17 Place de la Bourse
75 082 PARIS CEDEX 02
The ombudsman charter can be found on the AMF website: www.amf-france.org.
In pursuance with the D533-16-1 article of the Financiary and monetary code
SKYLAR France’s investment policy does not systematically and simultaneously integrate criteria linked to the environment, social policies or quality of governance (E.S.G criteria).
SKYLAR France tries nonetheless to take some of these criteria into account, alongside the traditional evaluation criteria, notably financial, used to determine in which stocks it shall invest.