Erste Asset Management manages a capital of over 5 billion RON in investment funds open to any person. The Erste AM team, composed exclusively of large Romanian experts, is a member of Erste Group, one of the largest financial services providers in Central and Eastern Europe.
All investment processes are based on the following principles:
The different asset classes, like equities, bonds, commodities, etc. require different methods and models of assessment. The main approaches at Erste Asset Management are:
Best Execution means “best possible implementation” and refers to the quality standards that apply to Erste Asset Management in the investment process.
We have our own Trading Desk, which is located in the Investment Department. In addition, transactions are carried out directly by our Erste AM fund managers. Only Erste Asset Management-chosen and Erste Group-approved traders may conduct transactions.
Erste Asset Management is based on “Best Execution” requirements of the EU Directive on Markets for Financial Instruments (MiFID).
In accordance with the legal provisions applicable to remuneration, Erste AM will observe the following principles:
1. The remuneration system implemented by Erste AM promotes correct and efficient risk management and does not encourage risk-taking that exceeds tolerated levels.
2. The remuneration policy of Erste AM is written in accordance with the applicable regulations and strategy of the Erste Asset Management Group, taking into account the Erste AM standards and the managed entities (collective or individual investment portfolios) in order to avoid conflicts of interest.
3. In the performance assessment, Erste AM ensures that the evaluation process is based on long-term performance and that the actual payment of remuneration performance components extends over a period that takes account of existing risks.
4. Personnel employed in control functions are compensated independently of Erste AM's performance. The appropriate authority and the remuneration of these employees is determined on the basis of the achievement of its own objectives, without taking into account the results of the area it monitors.
Policy concerning the exercise of voting rights
A. General principles
In order to create long-term value and generate sustainable performance, SAI Erste supports the principles of corporate governance and social responsibility. To this end, SAI Erste exercises its shareholder rights in relation to the financial instruments held in the investment portfolios managed by SAI Erste, in line with the investment strategy of each individual portfolio, to the exclusive benefit of investors, and for the purpose of maximising investment value.
SAI Erste’s voting rights and review of the corporate governance principles applied by the companies where SAI Este makes investments on behalf of the portfolios managed are significant factors in the asset management process. Voting rights are exercised only in the best interest of the portfolios managed, for the purpose of maximising investment value.
Voting rights are exercised within the Investment Division, under the supervision of Board Management members. While exercising voting rights, the employees of the Investment Division will observe the rules set out herein, as well as the applicable regulations in force, in order to take actions/make proposals that are always in the best interest of investors, in line with the investment objectives, investment strategy, and risk tolerance levels of each individual portfolio.
The Investment Division will oversee the corporate actions undertaken by the companies in the portfolios under management, in order to collect the information provided by the said companies to substantiate any ballot proposal.
It is strictly forbidden for both the SAI Erste employees and SAI Erste to derive any benefits from the aforementioned voting rights. SAI Erste will generally abstain from voting on general current matters, with no material impact on the interests of shareholders and investors. When SAI Erste is of the opinion that it should vote for/against any proposal to the best interest of investors, it should act as such.
In order to assess the ballot proposal, the employees of the Investment Division will consider the following, without limitation:
• the decisions subject to voting
• the relevance for each investment portfolio of the decisions subject to voting
• the impact on the company’s performance
• the impact on the company’s financial position
• the impact on the company’s corporate governance
• the cost/benefit analysis of exercising voting rights.
B. The actual exercise of voting rights
As a general rule, SAI Erste will exercise its voting rights directly, as follows:
• by electronic vote or postal vote,
• by proxy, at general shareholders meetings. In certain situations, the exercise of voting rights may encounter difficulties such as: requirements concerning the exercise of voting rights in person or various other requirements which hinder postal voting. Under such circumstances, SAI Erste will perform a cost/benefit analysis.
Voting rights may be exercised by proxy (SAI Erste may decide to authorise a third party for this purpose), the authorised person being required to vote as instructed by SAI Erste. SAI Erste will make sure that the said third party exercises the relevant voting rights as instructed.
SAI Erste will retain the records showing the exercise of voting rights for a period of at least 5 years.
C. The principles of the voting policy implemented by SAI Erste
SAI Erste supports observance of the principles of corporate governance by listed companies, in order to create long-term value for shareholders. The employees of the Investment Division will review each individual ballot proposal/resolution subject to voting and will make proposals to the best interest of investors in the portfolios managed by SAI Erste, based on the information at hand.
The voting principles below apply to the most important resolutions subject to voting in general shareholders meetings which are deemed to have a material impact on shareholders and investors: 1. Shareholder rights: SAI Erste supports the equal treatment of shareholders, according to the “one share, one vote” principle and will opposes any action aimed at restricting shareholder rights. 2. The annual report and financial statements: The company’s financial statements should disclose as accurately as possible the company’s financial position. When the quality of information is not adequate, SAI Erste will abstain from voting or will vote against the approval of such financial statements. 3. Appointment of an external auditor: SAI Erste is very much aware of the importance of the independence of the external auditor; in the event of reservations concerning the independence of the external auditor, SAI Erste will vote against appointment thereof. 4. Management Board/Supervisory Board: SAI Erste will support a Management Board comprising a sufficient number of independent members to ensure the protection of shareholder interests; also, the remuneration policy applicable to Management Board members should be directly linked to the company’s long-term performance and should be in line with the Management Board members’ liability and the company’s financial position; 5. Remuneration policy: The remuneration policy implemented by the Remuneration Committee should take into account the company’s specific financial position as well as industry benchmarks, in accordance with the company’s long-term performance and strategy. Information concerning fixed or variable remuneration granted to the company’s officers should be explicit and in line with the company’s long-term performance and strategy and the general standards applicable on the market. 6. The company’s equity structure: Share capital increases should take into consideration the pre-emptive rights of existing shareholders; when new shares are issued with no pre-emptive rights, the company should motivate its action, while the share issuance should not significantly impair the position held by existing shareholders. SAI Erste will vote in favour of share capital increases only to the extent of their support of long-term company growth. In terms of own share redemption, SAI Erste will vote in favour of such actions only if they are in the best interests of the company’s shareholders. 7. Mergers and acquisitions: SAI Erste will assess the benefits of any potential merger and acquisition on a case-by-case basis. SAI Erste will vote in favour of such actions, provided that the following conditions are met:
• The transaction price reflects the fair value of the company
• The transaction concerned supports the creation of value for the shareholders
• When the transaction involves affiliates, the company’s management should be able to show that there is no negative impact on the company’s shareholders 8. Prevention of conflicts of interest: All decisions concerning the exercise of voting rights will be made in the best interest of investors in the portfolios managed by SAI Erste. In order to avoid any potential conflict of interest, SAI Erste will generally abstain from exercising its voting rights when the company concerned is an Erste Group affiliate. 9. Availability: This Policy concerning the exercise of voting rights for the investment portfolios managed by SAI Erste will be brought to the attention of investors by publication on the SAI Erste official website, the document being subject to regular updated.
10. Details of any action taken pursuant to this Policy will be made available to fund shareholders free of charge, on request.