Statement of Compliance
Santander Asset Management UK (SAM UK) is committed to the principles of good corporate governance and looks to align its practices to the Financial Reporting Council's UK Stewardship Code to achieve best practice in voting and engagement activities.
SAM UK looks to add value for its clients through engagement with investee companies and by voting on both shareholder and management resolutions at general meetings.
SAM UK believes in companies that demonstrate sound corporate governance and that are mindful of their impact on society and the environment, since these companies will have a better chance of sustaining long-term economic success.
Santander Asset Management UK follows the seven principles of the Stewardship Code listed below. Should you wish to download a PDF version of our Statement of Compliance then please
click here (PDF 1324 KB).
Principle 1: Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
Effective, responsible and active engagement has long been part of SAM UK’s fundamental approach to investment. It is essential to question and challenge companies on issues that might potentially affect their values and impact on wider society and the environment.
Institutional investors may choose to outsource to external service providers some of the activities associated with stewardship. However, they cannot delegate their responsibility for stewardship. They remain responsible for ensuring those activities are carried out in a manner consistent with their own approach to stewardship.
SAM UK directly manages UK Equities and monitors its investee companies with input from Institutional Shareholder Services Inc. (ISS).
ISS conducts thorough analysis and research on investee companies in and makes recommendations which, alongside our own views, inform how SAM UK votes. SAM UK’s full voting record is published on its website on a quarterly basis, including instances of voting against management or where it has abstained.
SAM UK believes this approach ensures that investors can be satisfied that good governance is at the heart of its UK Equity investment decisions.
Principle 2: Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship, and this policy should be publicly disclosed.
Conflicts of Interest are inherent in the financial services industry. The firm endeavours to manage those conflicts in accordance with its regulatory and fiduciary obligations. If it becomes aware of a situation where it is unable to satisfactorily manage any conflicts, it shall disclose it before continuing any business
SAM UK regularly updates a record of the types of regulated business activities carried out by or on behalf of SAM UK, in which potential Conflicts of Interest entailing a material risk to the interests of one or more clients has arisen or may arise. The information in this register facilitates the effective identification and management of any potential Conflicts of Interest.
Principle 3: Institutional investors should monitor their investee companies.
SAM UK actively monitors investee companies to ensure they act in the best interests of shareholders and create long term value. SAM UK works with ISS, who provide SAM UK with detailed reports on the companies that cover: Board Structure; Shareholder Rights; Compensation; Audit & Risk Oversight; and an assessment against UN Global Compact Principles. SAM UK’s approach follows the framework in the UK Corporate Governance Code, which itself suggests a flexible approach based on individual company circumstances – a comply or explain model.
The input from ISS drives the engagement and voting activity. Whilst SAM UK have specific views on a number of governance areas, its approach is individual and based on insight, rather than regimented ‘one size fits all’. It is believed that this approach will best serve the needs of investors.
When SAM UK engages with a company, detailed engagement notes are recorded by the team and held in its database to ensure it has a clear audit trail. The notes evolve over time in line with our engagement with companies.
Should SAM UK feel that a company has an issue with its governance, SAM UK will discuss this with the lead Non-Executive in order to get the matter resolved. However, if the issues raised concern shareholder value, then this will be discussed with the Company’s Executive Board directly.
Principle 4: Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.
SAM UK will regularly engage with company management in order to ensure the clients’ interests are protected.
SAM UK is most likely to intervene with issues such as splitting the role of the Chairman from the Executive Board, remuneration policy, diversity and whether a company would like to make political donations. Should any of these issues arise, the approach is one of a direct and constructive dialogue with companies. Where initial discussions fail, it will consider other options including:
- Writing to the full board through the office of the Company Secretary
- Collaborating with other investors
- Voting against relevant resolutions at general meetings
Principle 5: Institutional investors should be willing to act collectively with other investors where appropriate.
SAM UK is happy to work with other investors on a case by case basis where they believe such collective action will enhance our engagement efforts. This is usually done when there is a possible coalition between SAM UK and other investors. Should the scale/access be significant via the collaboration, SAM UK will choose this option as it will ensure that we are more likely to achieve its goals. The dedicated individual to deal with this area at SAM UK is the UK Commercial Director, Rob Askham (Institutional@santanderam.com).
Principle 6: Institutional investors should have a clear policy on voting and disclosure of voting activity.
SAM UK believes that participating at company meetings is an important part of the fiduciary duty to its clients.
SAM UK has chosen to outsource analysis of companies to a proxy voting company, ISS, who advises SAM UK regarding its shareholder voting rights on specific holdings. However, SAM UK retains the ultimate voting powers.
To achieve this, SAM UK has carried out a detailed review of the ISS voting policy to ensure it aligns to SAM UK’s approach to stewardship. The ISS policy is designed to promote long-term shareholder value by supporting good corporate governance practices.
The ISS voting policy is reviewed on a periodic basis to consider further developments in governance standards or risks to long term shareholder value and is agreed by SAM UK Investment Governance Committee.
Ahead of every Annual General Meeting (AGM), SAM UK will receive notification of ISS recommendations on whether to vote with or against company resolutions. SAM UK reviews these recommendations and supporting information and then places the vote in advance of the AGM.
All proxy voting instructions are placed using the ISS voting platform.
Principle 7: Institutional investors should report periodically on their stewardship and voting activities.
SAM UK holds a full record of how it has voted and its engagement activity
The full voting record is published on SAM UK’s website on a quarterly basis, including instances of voting against management or where it has abstained. Typically, this can cover reappointment of auditors and directors, and share issuance / repurchase where SAM UK believe these do not meet governance standards or are not in the interests of investors.
SAM UK does not engage in stock lending and therefore is unable to hide any voting rights. This means that SAM UK votes will always be public.
This approach is reviewed within the Investment Governance Committee, which meets quarterly and provides oversight of the activities, policies and approach across all aspects of investment governance.