Governance structure to address other conflicts of interests
1) Potential conflict: Investments carried out by Access Capital Partners, their Directors, advisors and employees.
Procedure: Acess does not invest for its own account in Acess Group funds - nor does it invest in any other funds aside from money market funds - beyond minimal capital contributions by Access Group as founder partner of certain LPs. In addition, the Code of Ethics provides that Access Directors and employees are prohibited from investing for their own account into any:
- of the underlying funds,
- companies in Access fund’s portfolio
- listed companies mentioned on the firm’s weekly Overview e-mail, or
- other private equity, private debt or infrastructure fund.
More generally, all transactions in which a staff member would have a distinct advantage because of their function at Acess are prohibited. Any ownership by a Director or employee, mandate or outside business activity with another company must be disclosed to and authorized by the Board, as provided for in the Code of Ethics. Exceptionally, Access may take on for its own account residual positions in the portfolio of Access funds in order to enable their orderly liquidation without further delay.
Controls and formalization: All staff must declare their personal accounts upon hire, and notify the Head of Compliance of any changes. The Head of Compliance may, at any time, request any statement or relevant details on personal transactions. Such records would be sought and held by the Company Secretary. Upon hire, all staff must read and sign the Code of Ethics. Signed copies are held by the Company Secretary. On an annual basis, all staff must re-affirm significant ownership, mandates or business activities with third-party companies.
2) Potential conflict: Unfair treatment between clients brought by the different linked agent of ACP.
Procedure: ACP undertakes to respect the principle of equality between investors. Without prejudice to the rights attached to the different classes of units that would have been created for the same fund, Access refrains from favoring certain investors and undertakes to ensure that the members of the personnel treat them fairly. Sides letters communicated to all investors before the last closing of the fund.
3) Potential conflict: Investments by a co-mingled or dedicated fund advised or managed by ACP Group into another product advised or managed by ACP Group.
Procedure: Generally speaking, investing in other ACP Group funds is not permitted under the funds’ investment policy.
4) Potential conflict: Confidential information pertaining to portfolio companies acquired by ACP Group Directors or employees in the course of their professional activities.
Procedure: As provided in the Code of Ethics, Directors and staff of Access must at all times ensure the strict confidentiality of any restricted information provided by holdings or target holdings. Should any Director or employee find himself in possession of confidential information, he may not use it for any purpose other than the one for which he initially acquired such information. He must also refrain from sharing this information with any other Access' Group Director or employee without advising him of its confidential nature. For the avoidance of doubt, all rules pertaining to market abuse and the prevention thereof, and specifically related to material non-public information, must be adhered to at all times. Obligations related to confidentiality and professional secret remain in place even after the termination of the Director or employee’s ties with ACP Group.
Controls and formalization: Annual certification by employees of adherence to Code of Ethics.
5) Potential conflict: Remuneration; gifts and entertainments; outside business activities.
Procedure: Access' remuneration policy follows the professional rules incorporated in the AIFM Directive (and relevant national laws as applicable). It derives from fixed and performance-related fees paid by Access funds, as appropriate for the type of function of the employee; there is no direct remuneration paid by the GPs to any Access Director or employee. Any new or existing outside business activities or remuneration must be disclosed and are subject to approval by the Board, as provided for in the Code of Ethics. In particular, Access' Directors and employees do not act as Directors of portfolio GPs or portfolio companies. Any pre-existing ties with a holding or target holding by a Director of employee that would impair his or her capacity to make independent decisions must be disclosed to the Board. Finally, as provided for in the Code of Ethics, Directors and employees may generally not accept any remuneration, gifts or entertainment of any form in the course of their duties. Gifts which cannot be refused must be declared in writing to the RCCI. Gifts with a value under 150 euros may be kept, subject to the disclosure above. Gifts with a value of 150 euros or more cannot be kept, unless approved by the Managing Partners.
Controls and formalization: Required disclosures and approvals; annual certification by employees of adherence to Code of Ethics; list of all outside business activities of staff
6) Potential conflict: Selection of counterparties and service providers.
Procedure: Selection of service providers and counterparties is carried out via an independent process based on predetermined, objective criteria. See specific procedure (Compliance Manual Book A).
Counterparties and service providers will be re-assessed annually.
Controls and formalization: Initial and ongoing due diligence.
7) Potential conflict: Influence over decision-making
Procedure: In the funds of funds business, Access does not have any control over the investment / divestment decisions of the GPs, aside from its representation on Advisory Boards which solely allows it to provide guidance in situations where the GP has a conflict of interest. In the direct co-investment business, Access or any of its employees may be exposed to privileged information about a company that is also held by a portfolio fund: Market abuse policy will apply.