Download CGFM (Ire) – Summary Remuneration Policy

CARNE GLOBAL FUND MANAGERS (IRELAND) LIMITED
Remuneration Policy
Introduction
Carne Global Fund Managers (Ireland) Limited (the “Company”) has designed and implemented a
remuneration policy (the “Remuneration Policy”) in line with the provisions of S.I. 257 of 2013
European Union (Alternative Investment Fund Managers) Regulations 2013 (“AIFM Regulations”), S.I.
420 of 2015 (Central Bank (Supervision and Enforcement) Act 2013 Section 48(1)) (Undertakings for
Collective Investment in Transferable Securities) Regulations 2015 (“UCITS Regulations”) and of the
ESMA Guidelines on sound remuneration policies under the UCITS Directive and AIFMD (the “ESMA
Guidelines”). These provisions apply to the Company and delegates of the Company appointed to
perform the portfolio management or risk management activities for the UCITS and AIF funds under
the Company’s management (the “Funds”).
In line with the AIFM and UCITS Regulations and ESMA Guidelines, the Company has developed and
implemented remuneration policies and practices that:
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are consistent with and promote sound and effective risk management of the Funds;
do not encourage risk-taking which is inconsistent with the risk profiles/ rules governing the
Funds; and
do not impair compliance with the Company’s duty to act in the best interest of the Funds
and ultimately their investors.
Proportionality
The Company’s Remuneration Policy has been prepared in line with the ESMA Guidelines and the
AIFM and UCITS Regulations in a way and to an extent deemed appropriate to its size, internal
organisation and the nature, scope and complexity of its activities as a third-party management
company.
Identified Staff
The Company’s Remuneration Policy and related procedures apply to individuals whose professional
activities have a material impact on the risk profile of the Company and the Funds under management.
In this context, the Company has deemed the following to be Identified Staff:
 senior management staff, named as Designated Persons of the Company responsible for the
managerial functions;
 members of the Board of Directors;
 the Risk and Compliance Officer and the Chief Operating Officer.
With the exception of one individual acting as non-executive independent Director, who is external to
the Company and who receives a fixed remuneration for his role as member of the Board, all other
Identified Staff of the Company are part of the Carne Group and as such receive no separate
remuneration or benefits for their role within the Board of the Company. Instead they are
remunerated as employees of other Carne Group entities through a combination of fixed and variable
discretionary remuneration where the latter is assessed on the basis of their overall individual
contribution to the Group, with reference to both financial and non-financial criteria and not directly
linked to the performance of specific business units or targets reached.
The Company ensures that variable remuneration is not paid through vehicles or methods that
facilitate the avoidance of the remuneration rules of the AIFM and UCITS Regulations. The Board of
the Company retains the primary responsibility for ensuring that the ultimate goal of having a sound
and prudent remuneration policy and structure is not improperly circumvented. In this regard, the
Company has designed its remuneration procedures to be consistent with and promote sound and
effective risk management and to not encourage risk-taking which is inconsistent with the risk profiles,
management regulations or instruments of incorporation of the Funds managed by the Company.
Governance of Remuneration and Ongoing Monitoring
The Board of Directors of the Company is responsible for the design and implementation of the
Remuneration Policy and reviews this on a regular basis as part of its supervisory function. The dayto-day implementation of the Policy has been assigned to the Risk and Compliance Officer who is
responsible for keeping the Policy up to date in light of business and staff changes and in line with
applicable regulatory requirements.
The Risk and Compliance Officer is also responsible for the ongoing monitoring of the implementation
of the remuneration procedures for compliance with the Policy and in this regard the Risk and
Compliance Officer will liaise with the Group Human Resource function. The ongoing monitoring of
the remuneration procedures by the Risk and Compliance Officer will form part of the compliance
monitoring framework.
Remuneration Committee
The Company is mindful of the requirement that management companies that are significant in terms
of their size or the size of the funds they manage, their internal organisation and the nature, the scope
and the complexity of their activities must establish a remuneration committee responsible for the
preparation of decisions regarding remuneration, including those which have implications for the risk
profile and risk management of the Company or the Funds under management, and which are to be
adopted by the Board of the Company in its supervisory function. In this regard, due to its increased
operational complexity and size of the Funds under management, the Company has established a
Remuneration Committee in order to oversee the implementation of the remuneration arrangements
and to exercise competent and independent judgment on remuneration policies and practices.
The Remuneration Committee is responsible for assessing, overseeing and reviewing the
remuneration arrangements of the Company as well as that of the delegates as relevant, in line with
the provisions of the AIFM and UCITS Regulations. The Remuneration Committee consists of three
Directors, the Designated Person responsible for remuneration, as well as the Risk and Compliance
Officer and the General Counsel of the Carne Group. The Remuneration Committee meets at least
quarterly to review the remuneration procedures and any issues arising in relation to the
remuneration frameworks relating to the Funds under management.
Delegation of Portfolio Management/Risk Management
The Company has delegated the investment management activities of the Funds under management
to the relevant investment managers. When delegating investment management activities, the
Company will ensure that a) appropriate contractual arrangements are put in place with entities to
which investment management activities have been delegated and b) the entities to which investment
management activities have been delegated are subject to a deemed equivalent regulatory regime on
remuneration and/or regulatory requirements on remuneration that are equally as effective as those
applicable under the AIFM and UCITS Regulations. The Company receives confirmation from the
investment manager on an annual basis that there have been no material changes to their
remuneration practices or, where material changes have been identified, that details of these are
provided to the Company.
The Company maintains remuneration details relating to the delegation arrangements for each Fund
managed by the Company.
Internal and External Disclosure
The Company may provide quantitative and qualitative disclosures on remuneration as per applicable
regulatory requirements, through a periodic disclosure in the annual report of the Company and in
the financial statements of the Funds under management. The Company will ensure that the relevant
disclosures are clear, easily understood and accessible.
Review and amendments of the Remuneration Policy
This Policy and the implementation thereof will be reviewed by the Board at least annually. In
reviewing the Remuneration Policy, the Board will consider whether the remuneration framework
operates as intended and that the risk profile, long-term objectives and goals of the Company are
adequately reflected.
Further Information
Details of the up-to-date Policy are available in hard copy form and may be requested by investors
free of charge by writing to:
Carne Global Fund Managers (Ireland) Limited
2nd Floor, Block E,
Iveagh Court,
Harcourt Road
Dublin 2
Ireland
Dated: March 2017