PRIVACY - Header Informations reglementaires
PRIVACY - Sujet "Informations reglementaires"
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.
PREIM 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 PREIM 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.
PREIM 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 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 PREIM does not exercise voting rights has been set at 1%.
However, PREIM 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 PREIM. In this case, PREIM 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, PREIM 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 PREIM 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 PREIM 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 PREIM. 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 PREIM 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.
PREIM 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, PREIM has not replied to the investor, the latter may consider PREIM 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 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 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'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 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 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 implements a conflict of interest management procedure based on the transparency of its actions towards its customers.
If necessary, where Primonial REIM 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 prepared in accordance with Article 318-10 of the General Regulations of the AMF (Autorité des Marchés Financiers) and AMF Instruction No. 2012-07. It is intended to inform PREIM customers, regardless of their category, about the procedure for handling complaints.
Primonial Real Estate Investment Management endeavours to provide a quality service to its customers on a daily basis. If you are dissatisfied with the quality of our services or products, please address your complaint to the Customer Service Manager, the person in charge of handling complaints within PREIM.
Possible methods of referral to the person in charge of handling complaints within PREIM:
- By mail: PREIM, SERVICE CLIENTS – CLAIMS, 36, rue de Naples, 75008 Paris
- By phone: 01.44.21.73.93. Complaints received by telephone must be confirmed in writing (by post or e-mail)
- By mail: firstname.lastname@example.org
To ensure that your complaint has reached us, we recommend you send it to us by regular mail or with an acknowledgement of receipt.
Complaint processing times:
PREIM undertakes to send the customer an acknowledgement of receipt within no more than 10 working days, where the complaint cannot be processed more quickly. From the date of receipt, the request will be processed within a period of no more than 2 months, except in the event of special circumstances that have been duly evidenced.
If you are dissatisfied with the action taken on your complaint, you may appeal to the Ombudsman of the Autorité des Marchés Financiers by filling in the mediation request form. The mediation charter is also available on the AMF website.
Contact the Ombudsman by mail:
Madame Marielle COHEN-BRANCHE
Médiateur de l’AMF
17, place de la bourse 75082 PARIS CEDEX 02
A mediation request form is available online on the AMF website (www.amf-france.org). The procedures are confidential, free, adversarial and non-binding. Either party may terminate them whenever it wishes, and retains the right to take the matter to court. However, before referring the matter to the AMF ombudsman, the customer must first contact the person in charge of complaints within PREIM.
BEST SELECTION POLICY
In accordance with regulations in force, Primonial REIM 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 has set up financial management delegations in favour of agents with the necessary approvals to exercise these delegations. When selecting these delegates, Primonial REIM 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 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, PREIM seeks to obtain the best possible terms for its shareholders and unit holders.
Oversight and annual policy review
Primonial REIM 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.
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 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.