We do not engage service providers to engage on our behalf.

We operate in an environment that is continually changing and subject to vast information flows. As a result, we remain open to the prospect that any company we invest in may present specific issues that require our assessment. There are also times when we are required to support companies or accommodate requests for engagement from management teams.

Consequently, engagement decisions are taken on a case-by-case basis, and with due consideration for the following issues:

§ client-sponsored initiatives or requests

§ collaborative activity

§ the size of our position

§ whether the company is a new position

Below is a representative list of the types of themes that might trigger an engagement. Governance and sustainability issues are often interconnected and a single engagement may relate to multiple stewardship themes. For example, when engaging on remuneration we will routinely consider how stakeholder considerations such as health and safety, customer service and employee engagement are incorporated into remuneration outcomes. Correspondingly, our dialogue with companies on climate-related issues often examines how oversight of these matters is incorporated into formal governance structures.

As such, the below themes should be viewed as different facets of our stewardship dialogue with companies, rather than as standalone engagement topics:

§ Routine monitoring or relationship meetings

§ Succession (management and board levels)

§ Leadership changes

§ Stakeholder agenda (environment, employee and customers)

§ Climate-related risks and strategies

§ Mergers and acquisitions

§ Corporate strategy and culture

§ Board effectiveness and composition

§ Performance and financial issues

§ Political risk

§ Regulation, conduct or cyber security

§ Remuneration 

We would like to add three elements that help define our engagement identification and priorities i) Formalised objectives for all investment personnel, ii) Internal governance structure - stewardship committee and iii) trading activity (new holdings). This comment applies to both internal and collective priorities. We would also like to emphasise most of our engagement is not reactive to problem scenarios but building relationships and being proactive on long-term and leadership issues.

INTERNAL OBJECTIVES: Stewardship is now a factor in the objectives of our investment personnel and is assessed within the 'performance' section. We feel these formal objectives also help drive the prioritisation around engagement.

All of our investment personnel (fund managers, assistants, analysts, product specialists) are required to outline their own ESG priorities which will be monitored by the GS Team and these objectives will be monitored by the CIO and Deputy CIO as part of the routine and formal fund manager review process.

As an active investment firm with concentrated portfolios, we believe it is incumbent on our fund managers to demonstrate leadership around stewardship. Therefore, managers are required to identify their key priorities for monitoring and engagement based on their experience and views (e.g. change of CEO / Chairman, board oversight of M&A, corporate culture). We feel stewardship is also reflective of investor skill and their key priorities should be identified to both our clients and internal partners.

Over the long-term, we have observed that this approach has also been beneficial in building a stewardship culture at Jupiter as colleagues share experiences and learnings. Being clear on priorities also allows the internal specialist to better serve our managers and bring understanding when questioning issues and providing alternative views and providing CIO oversight.

STEWARDSHIP COMMITTEE: Our internal governance structure also assists with engagement prioritisation. We have a stewardship committee that is chaired by the CIO and has investment representatives from our various asset classes. The Committee also contains our Vice Chairman to provide board-level representation as well as our ESG specialists. The Committee includes a revolving seat for alternate managers, we view this as particularly beneficial to incorporate different investor views and experiences. The Committee agenda does not dictate or explicitly direct managers to undertake company-specific voting or engagement actions. Nevertheless, it is an effective platform to consider the principles and learning from engagement experience and consider whether we need to undertake actions across other portfolios. The Committee is also a forum that allows us to discuss our firm-wide actions in relation to developments within the wider stewardship / industry landscape (e.g. position on climate change, decisions to join investor campaigns).

TRADING ACTIVITY (NEW HOLDINGS BUILDING RELATIONSHIPS): We may prioritise engagement activity to build relationships with the independent directors as well as management teams.

All of our engagement activity has clearly defined objectives, and this is an extremely important part of our approach. As an active manager stewardship is centred towards the protection and enhancement of our client’s interests. We are also aware that our stewardship responsibilities may need to factor external policy matters and collaborations that delve into wider societal and environmental issues (discussed below under collaborations). 

Our investment proposition is based on long-term investment together with fund manager conviction and freedom. Therefore, this framework demands that fund managers and ESG specialists must be able to articulate the rationale for engaging with companies. Fund managers will take decisions to engage with companies that reflect their investment and stewardship priorities, as well as react to market events which can also define our priorities. Fund managers and ESG specialists work in partnership when engaging with companies and the objectives will also be discussed during the planning stage and after the meeting has been concluded.

Stewardship is also an area where converging the Group’s investment in building out its Data Science capabilities has added to our analytics and ability to support fund management. A joint initiative between the CIO Office, G&S team and Data Science has embedded an in-house ESG data portal which uses external data to provide assessments on portfolios and specific stocks. Although this is an aggregation using external providers, the platform is also customable to tailor fund manager preferences. The platform helps with our ESG integration in terms of highlighting engagement triggers and other salient issues.

The CIO Office and G&S team will also use the platform to conduct its own oversight and engagement with fund managers. This will cover a review of engagements that have been conducted, together with any associated voting and engagement follow up points. This review will also use third party ESG risk data to also obtain an independent view of ESG risks that will be discussed. Therefore, in totality, this review process also helps us define specific objectives in our organisation’s engagement activities.

Crucially, our institutional clients receive bespoke voting and engagement reports which will outline the objectives for engaging with companies on their behalf. Our public engagement reporting also outlines these details. 

COLLABORATIVE (INVESTEE COMPANIES): The same strategic approach applies when engaging with other shareholders to discuss company-specific issues. The fund manager will take decisions to engage which will involve discussions with ESG specialists to define our objectives. We will communicate these objectives to the wider group and in our client reporting should we pursue this course of action. Collaborative engagements are reviewed at our Stewardship Committee meetings (as part of the terms of reference) and defining the objectives is a standard part of this process. This also applies in cases where we may have been approached to collectively engage but we did not proceed as the objectives were not aligned. It continues to be important to report on this with work with respect to maintaining our objectives. It should be noted that not all collaborative efforts will lead to a formal collective engagement. There have been occasions where we have contacted shareholders and not achieved critical mass. That does not mean the engagement or the link with our peers is deemed as a failure. There may be valid reasons why a shareholder couldn’t formally commit but nevertheless we will have drawn upon valuable insights, views and considerations which will help our future independent dialogue with the company in question.

COLLABORATIVE (PARTNERSHIPS): As an independent asset management firm we also understand the importance working within different partners to enhance our stewardship capabilities and this will involve dialogue with investor bodies, thinktanks and policy organisations as well as other shareholders. This is particularly important for environmental and social considerations to understand the bigger role investors can play. We have a process through which we will discuss potential partnerships and define our objectives through the stewardship committee. We will also engage with representatives of partner organisations to ensure that objectives are aligned.

Yes, we monitor, and review engagement outcomes and it is a very important part in our relationship with companies and driving client communication. This culture and process has been ingrained in our organisation since the inception of the Stewardship Code in 2011 and over this period we have strengthened our awareness and capabilities across of our firm. In practical terms our specific stewardship related engagement is recorded on an internal database. This is used to track the progress of dialogue and assists with the scheduling and identification of future engagement. The database is also used to facilitate engagement reporting to institutional clients and public disclosure including engagement outcomes. We have found the identification of future engagement to be very useful and there are lessons and principles to be absorbed and taken forward to other investment strategies within Jupiter. Each company has its own dynamics but these ESG principles resurface across sectors and jurisdictions e.g. succession planning. That is why establishing objectives and tracking outcomes is not only important for the specific engagement, these lessons can be developed across portfolios and thereby helping more clients.

At a department level, voting and engagement data is captured for the purpose of the Stewardship Committee and we will discuss further action points. Furthermore, part of the Committee's remit is specifically aligned to the issue raised under LEA 05. That is, to disclose engagement targets that have been identified in the period under review (along with objectives) which will then be discussed at the following Committee session and this is formally defined within the Terms of Reference.

At a portfolio level, we have discussed stewardship being embedded within the performance objectives of our investment personnel. In practical terms this forms part of the routine CIO review of the fund managers. These objectives will look at engagement activity and outcomes and therefore they must be monitored.

We have also discussed, the GS Team’s review of the portfolios. Part of this exercise will include the team producing voting activity and engagement details for the period. This will be maintained by the team and used to assess engagement outcomes / updates with fund managers. The objective is to then decide the next phase of the of the engagement.

There are additional elements we would like to highlight as part of our escalation strategy:

i) Dialogue with Chairs or independent directors;

ii) Engagement with regulators / policy bodies; and,

iii) Engagement with proxy advisors

CHAIRMAN & INDEPENDENT DIRECTORS: We value the relationships with our companies and regard this as a partnership. However, we may encounter situations that require escalation to again be able to help protect and enhance our clients' interests. In our experience, escalation is not necessarily about an adversarial or confrontational approach. We think it concerns partnership with companies and other stakeholders to resolve the situation. Furthermore, we do not engage in knee-jerk reactions or a vote against without appropriate understanding and communication of the issues at hand.

Jupiter has developed a programme of (proactive) engagement with Chairmen and independent directors which has been running for more than a decade and was a lesson from the financial crisis. This programme is founded and executed with the intent to build productive relations with boards and deepen our insights of the company. It is based on proactive engagement rather than reacting to problems, but it is useful pathway for escalation.

We have nevertheless taken the principle of dialogue with independent directors and replicated this strategy across different geographies. A like for like comparison across markets is difficult due to prevailing ownership structures, limited board access and a different stewardship cultures across countries. Nevertheless, it has not prevented us from progressively building these relationships with our companies in Europe, US, Japan and the Emerging Markets. 

Targeted collaborative engagement has also proven to be an effective escalation strategy.  The premise is relatively simple, to work with like-minded investors and be able to leverage our collective influence.

We have found the Investor Forum (‘IF’) in the UK, the Institutional Investors Group on Climate Change (‘IIGCC’) in Europe, and the global Climate Action 100+ investor initiative to be particularly helpful in this regard. For example, in the case of our shareholding in Aviva plc,  in October 2019 we added our voice to a collective IF engagement while still being able to engage independently. Following a change of CEO, the IF had gathered a critical mass of shareholders seeking strategic direction and clarity ahead of the group’s capital markets day. The objectives and message behind the collective were in line with our own engagement aims. We participated in the collective message which was sent to the Chairman by the IF.

Another example where we were able to use collective engagement to escalate engagement was our co-filing of an IIGCC shareholder resolution at BP in February 2019 requesting that the oil major set out its business strategy consistent with the goals of the Paris Agreement on climate change. We are long-term and engaged shareholders of BP and sought to use collective influence to escalate our concerns regarding its management of climate risk. We viewed the proposals as being constructive and in the long-term interests of the company and all of its stakeholders. The resolution was passed at the AGM with near unanimous shareholder support

POLICY / REGULATION:  In certain cases, contacting regulators or policy institutions is another aspect of our escalation strategy when engagements are unsuccessful. However, this is not a pathway that is frequently used, but it remains an option.

In cases where we believe corporate behaviour is such that it requires further inspection from the regulator, then we have raised this with the authorities. We have also contacted regulators in various jurisdictions about company-specific issues, but we cannot elaborate further within this submission as these are sensitive items and it would not be appropriate for the companies in question to disclose this information. In recent times, our dialogues with regulatory bodies has included matters relating to suspected breaches of listing rules such as improper voting irregularities at shareholder meetings and anomalous trading activities.

Although this is a very infrequent exercise, contacting policy bodies and regulators isn’t restricted to escalation situations that are extreme or adversarial in nature. We have proactively contacted regulators and exchanges (outside consultations) where we have imparted our experience of engaging with a market with a view to communicating suggestions to increase effectiveness of shareholder dialogue. We have also used this platform to gain advice from these organisations. A recent example of this was our engagement with Japanese authorities with respect to foreign investment limits. We have also called on investee companies to publicly lobby regulatory bodies for positive outcomes. In August 2019 when we co-signed a collective investor statement on the need for continued regulation of methane in the oil & gas industry, which was sent to thirty-five oil & gas companies including BP. In response to the statement BP issued a public response stating their support for the direct regulation of methane emissions by the Environmental Protection Agency (EPA).

PROXY ADVISORS: In cases where we have had issues with companies that go beyond conventional best practice scenarios, we also engage with proxy advisors while they formulate their research. We are extremely mindful and respectful to the fact that our role is not to change recommendations, but it is appropriate to communicate our investor understanding that has been gained via engagement. These situations do not cover routine AGMs per se but have tended to revolve around M&A transactions where specific investor expertise is appreciated by the proxy advisors. In fact, this relationship is reciprocal, and we are periodically approached by the advisors in question asking us if we have engaged or if we have any views on companies with upcoming M&A votes. This escalation dialogue may also extend beyond stock specific issues and cover structural developments in the market where we believe a proxy advisor should take note of investor concerns. One such issue was an engagement with an Indian proxy advisor concerning new listing rule requirements that companies submit royalty payments to multi-national parent companies to a minority shareholder vote.

Our investment decision makers are distinctly at the heart of Jupiter’s stewardship activity and this has been fundamental to our approach in terms of client commitment and growing our stewardship approach. The investment decision makers (fund managers) are directly involved in company engagement alongside our ESG specialists. This applies to both direct and collaborative engagement as well as entering dialogue with policy makers, regulators or NGOs / thinktanks.

Jupiter’s investment mantra is based on fund manager leadership and freedom to invest and therefore this brings an important level of accountability as the client is buying into their convictions. Therefore, we view it as improper if leadership and accountability around stewardship was diluted or removed from our fund managers as it is not in keeping with the client proposition.

It is incumbent on our investment decision makers to lead engagement meetings with companies and this also includes meeting independent directors, chairs and committee chairs, albeit in regular dialogue or escalation situations. Therefore, the question of decision makers receiving engagement information is inherently fulfilled in the way we structure our approach, and this has been in place for over a decade.  Both parties work together, and this is achievable in terms of coverage as we are active managers running concentrated portfolios.

The GS Team may also engage independently. Each engagement situation is judged on a case by case basis and we consider the materiality of the issues when deciding what information to pass on to the decision makers. In addition, certain client preferences and priorities will also dictate what information we pass on.

Information that is often relayed refers to:

i)              pertinent details relating to an upcoming vote,

ii)             updates concerning previous escalation issues we have raised,

iii)             comments on strategy and views on the business from mgmt. / independent directors

iv)            issues surrounding management effectiveness and succession,

v)             remuneration developments,

vi)            board oversight of stakeholder issues e.g. employee, regulation, conduct

vii)           company comments regarding shareholder motions or activist situations and

viii)          environmental issues.

The information is entered into a database by the GS Team which is then used to produce internal / external reports which is how we share this information as well as face to face meetings. Engagement from the database is cross referenced and tested by our compliance department and external auditors.

Our expectation is that decision makers should advise of next steps or respond to recommendations from the specialists. Depending on the situation, we would expect the engagement insights to help form a communication. The GS Team will work with fund managers to deliver these messages.

We monitor the use of these insights by recording engagement activity within our database. This allows us to run reports which form the basis of reviews between the GS Team and the fund managers where we will discuss engagement outcomes and outstanding matters. Engagement insights are also summarised for our internal stewardship committee. The fund manager and analyst will present these details to the Committee who are free to scrutinise these developments. The Committee sessions are logged, and the minutes are sent to Jupiter's executive committee, ESG specialists, client heads and to Fund managers (Heads of Strategy). Therefore, the Committee's protocol also contributes to the dissemination of information.

The ESG engagement data that is collected via Chairman / Independent Director meetings is entered into our database and we produce rankings based on a traffic light system for the purposes of our Committee discussions where there will be a focus on action points.

Yes, we do track the number of engagements and this is a very important public and client-specific disclosure for us. As previously discussed, engagement data is entered into a database which is used for reporting purposes - including the number of engagements undertaken. The database is a CRM web-based system and the tracking system is updated by ESG personnel when an engagement is undertaken. However, there is also a quarterly process whereby the team conducts checks to ensure the information is accurate and that all events have been captured.

This information is provided to a range of internal and external parties: i) client reporting and meetings, ii) individual fund manager reporting, iii) fund manager ESG reviews, iv) Stewardship Committee and v) data that is used within the Jupiter Fund Management plc Annual Report.

We have publicly disclosed our voting and engagement data (including the number of engagements) for over a decade and integrity of these numbers is vital. Our compliance department conduct reviews on proxy voting and stewardship and this includes reviewing meetings and engagements. The compliance team runs a risk assessment of all business areas including activities concerning proxy voting and stewardship on a quarterly basis and the outcome of this exercise will dictate the frequency to which Governance & Sustainability (and other teams) are reviewed. Therefore, compliance reviews can occur any time between 6 - 18 mths (depending on the individual risk assessment).

Proxy voting and stewardship is also reviewed annually as part of our company's external audit. Once again, this will cover sample testing and verification around voting and engagement details. Crucially, the external auditor seeks evidence on the number of engagements that are disclosed in our public reports including Jupiter Fund Management plc's annual report.