Pursuant to Article 37 of the Commission’s Delegated Regulation (EU) No. 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council (the AIFM Directive), PREIM has defined a strategy for exercising the voting rights attached to securities held in the portfolio of Alternative Investment Funds (FIAs in French) that it is the management company of.
Primonial REIM France ensures that it exercises its voting rights in the strict interest of the customers and shareholders of FIAs, paying particular attention to the prevention and management of conflicts of interest.
The procedures in place within Primonial REIM France for preventing and managing conflicts of interest make it possible to identify interests that may affect the portfolio management company's free exercise of voting rights.
In particular, the following are taken into account prior to the exercise of voting rights:
- analysis of the different interests involved;
- the conformity of the decisions which are the subject of resolutions with the objectives and the investment policy of the FIA;
- and the costs related to the exercise of these rights that could be borne by the FIA.
Primonial REIM France aims to exercise the voting rights of all the securities held by the FIAs that it manages directly, whether they are live securities, listed or unlisted, or units or shares of UCITS or FIAs.
However, Primonial REIM France does not exercise voting rights on listed securities, mainly due to the low volume of securities held in the FIA portfolios that it directly manages. The threshold for holding capital of listed companies below which Primonial REIM France does not exercise voting rights has been set at 1%.
However, Primonial REIM France reserves the right to participate in the vote on certain resolutions proposed by the management board or board of directors of the issuing company, for or against, depending on the stakes of these resolutions for the issuing company and any threats to the interests of the investor FIA represented by Primonial REIM France . In this case, v relies on the recommendations issued by the AFG.
For the management of assets classes of listed financial securities and units or shares of UCITS and general-purpose investment funds, Primonial REIM France relies, for certain FIAs under management, on the services of third-party management companies, to which it delegates management. In this case, it is these delegated management companies that exercise the voting rights attached to the securities included in the asset portfolio entrusted to them. The voting policies of delegated management companies are available on request from Primonial REIM France or from the delegated management companies.
When it comes to voting rights on unlisted securities, in particular the securities of subsidiaries or equity interests held by the FIAs under management, including units or shares of collective investment vehicles invested in real estate (OPCI, SCPI, etc.), these are exercised by Primonial REIM France in the interests of the FIAs holding these rights. The analysis of, and voting on, resolutions is also one of the methods used to monitor investments in these companies.
Most of the unlisted companies held are real estate asset holding structures controlled by the FIA investors and managed by Primonial REIM France . There is therefore no reason for PREIM to exercise voting rights in these structures in a way that is unfavourable to the proposed resolutions.
In addition to this voting policy, holders of units or shares of FIAs managed by Primonial REIM France may request information relating to the exercise, by it, of voting rights on each resolution submitted to the General Meeting of an issuer, by applying in writing to the registered office of the management company, specifying the name of the FIA it holds, the name of the issuer concerned and the resolution in question.
Primonial REIM France will handle such requests for information as follows:
Within one month of receiving the request, PREIM will inform them whether:
- it abstained or did not take part in the vote;
- it voted against the resolution proposed by the management board or board of directors of the issuing company;
- the proposed resolutions were deemed to be contrary to the principles set out in this voting policy (referring to the AFG recommendations for the exercise of voting rights in listed companies).
If, after a period of one month following receipt of the request, Primonial REIM France has not replied to the investor, the latter may consider Primonial REIM France to have approved the resolution in accordance with the principles set out in its "voting policy" and in a manner favourable to the proposals of the management board or board of directors of the issuing company.
CONFLICT OF INTEREST POLICY
A conflict of interest refers to any situation in which ethical or regulatory differences may arise between the company's stakeholders (shareholders, managers, employees, etc.) in their relations with customers in such a way as to harm, directly or indirectly, the latter's interests. In accordance with regulations, Primonial REIM France has defined its policy for managing conflicts of interest.
Primonial REIM has based its system on three main planks: prevention, detection and management of conflicts of interest.
Upstream of its system, Primonial REIM France has set up internal procedures aimed at preventing conflicts of interest from arising. All these procedures can be found in the Primonial REIM code of procedures, which is given to all new employees.
These procedures set out Primonial REIM France 's ethical principles applicable to all employees:
- equality of treatment between customers;
- loyalty, integrity, professionalism and performance towards clients;
- non-disclosure of information held by employees in the interest of clients;
- prohibition of the use or disclosure of privileged information to which employees have access, both on their own behalf and that of any third party.
A conflict of interest may arise according to two distinct hypotheses:
- either between a customer and the company itself or its employees;
- or between two customers.
ETo detect these situations, Primonial REIM France has mapped potential conflicts of interest, the objective of which is to identify situations that could generate such a conflict of interest. It
lists typical scenarios of conflicts of interest that could potentially harm one or more customers:
- making of a financial gain or avoiding of a financial loss at the expense of a customer;
- interest in the result of the service provided to a customer different from interests in the results of the customer;
- inducement, for financial or other reasons, to favour the interests of a customer or group of customers over the interests of the customer to whom the service is provided;
- exercise by an employee of the same professional activity as the customer;
- receipt from a person other than the customer of a benefit in connection with the service provided to the customer, in any form whatsoever, other than the commission or fee normally charged for that service.
The identification of potential conflicts of interest allows Primonial REIM France to implement preventive measures to prevent them from arising, as well as management measures to manage them.
Management of conflicts of interest
In certain complex or particular situations, when the procedures and provisions implemented upstream are not sufficient to guarantee, with a reasonable level of certainty, that the potential conflict cannot harm the interests of one of its clients, Primonial REIM France implements a conflict of interest management procedure based on the transparency of its actions towards its customers.
If necessary, where Primonial REIM France identifies a situation of proven conflict of interest, the management company may decide to inform the customer by mail, in a clear and sufficiently detailed manner, of the nature, causes and consequences of this conflict, before acting on its behalf.
This information has been drawn up in accordance with Article 313-8 of the General Regulations of the AMF (Autorité des Marchés Financiers) and AMF Instruction n° 2012-07. It is intended to inform clients of Primonial REIM France, regardless of their category, about the procedure for handling complaints.
Primonial REIM France strives to provide its clients with quality service on a daily basis. If you are dissatisfied with the quality of our services or products, you can send your complaint to your usual contacts within the Client Department or directly to the Client Relations Manager, the person in charge of handling complaints within Primonial REIM France.
Possible ways of contacting the person in charge of handling complaints at Primonial REIM France:
- By post: PRIMONIAL REIM FRANCE, CUSTOMER RELATIONS - CLAIMS DEPARTMENT, 36, rue de Naples, 75008 Paris
- By telephone: 01.44.21.73.93. Complaints received by telephone must be confirmed in writing (by post or e-mail)
- By e-mail:firstname.lastname@example.org
In order to ensure that we have received your complaint, we recommend that you send it to us by registered post or with a receipt.
Complaint processing times:
Primonial REIM France undertakes to send the client an acknowledgement of receipt within a maximum of 10 working days, in the event that the claim cannot be processed more quickly. From the date of receipt, the request will be processed within a period that may not exceed 2 months, except in the event of the occurrence of duly justified special circumstances.
If you are dissatisfied with the outcome of your complaint, you may appeal to the Mediator of the Autorité des Marchés Financiers by filling in themediation request form. The mediation charter is also available on the AMF website.
Contact the Ombudsman by post:
Ms Marielle COHEN-BRANCHE
17, place de la bourse 75082 PARIS CEDEX 02
A mediation request form is available on the AMF website(www.amf-france.org). The procedures are confidential, free, adversarial and non-binding. Either party may terminate the procedure at any time and retains the right to take the matter to court. However, before referring the matter to the AMF Ombudsman, the client must first contact the person in charge of complaints at Primonial REIM France.
BEST SELECTION POLICY
In accordance with regulations in force, Primonial REIM France has defined, within the framework of its duty to act in the best interests of its customers and the vehicles it manages, a policy for the selection of financial brokers and counterparties with whom orders on financial instruments are placed for execution.
Orders on financial instruments held in the securities class of the vehicles managed
For certain FIAs, Primonial REIM France has set up financial management delegations in favour of agents with the necessary approvals to exercise these delegations. When selecting these delegates, Primonial REIM France made sure that they had a best execution procedure/policy in place.
Management of cash held by SCPIs and OPCIs
Within the framework of the cash management of its real estate vehicles, Primonial REIM France may transmit orders on financial instruments to financial brokers. In this framework, it transmits the order to the account holder. To guarantee the best possible result to its customers, Primonial REIM has selected a broker on the basis of criteria of price, cost and speed of execution, but has also taken into account its financial security and solidity, as well as its knowledge and experience of these products.
Forward financial instruments
With regard to forward financial instruments held by some of its dedicated OPCI RFAs, exclusively for the purpose of hedging against interest rate risks, Primonial REIM France seeks to obtain the best possible terms for its shareholders and unit holders.
Oversight and annual policy review
Primonial REIM France will review its broker selection policy once a year and whenever there is a significant change affecting the ability to continue to achieve the best possible result on behalf of the vehicles it manages.
Communication with customers
The policy is notified to unitholders or shareholders of SCPI and OPCI in summary form. The complete version of this policy can be obtained free of charge on request from Primonial REIM France .
Any significant changes made by Primonial REIM to this policy will be notified to the unitholders or shareholders of the SCPI and OPCI.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE QUALITY CRITERIA
Within the framework of its investment policy, Primonial REIM France is not required to consider environmental, social and governance criteria.
On the other hand, the due diligence carried out when acquiring real estate includes an assessment of the buildings' compliance with the standards of the Grenelle II Act and the energy consumption of the building. It may be the case, as for example for its SCPI "Scellier BBC" Patrimmo Habitation 1, that the management objective of a vehicle requires it to invest in programs with an environmental label.