Commitment to the UK Stewardship Code

Talisman Global Asset Management Limited (“Talisman”) provides discretionary investment services. This statement is intended to describe Talisman’s approach to the Financial Reporting Council’s (“FRC”) UK Stewardship Code.

The UK Stewardship Code (“the Code”) was published by the FRC, the United Kingdom’s independent regulator responsible for promoting high quality corporate governance and reporting in order to foster investment. The Code aims to enhance the quality of engagement between institutional investors and companies they invest in. Engagement includes pursuing purposeful dialogue on strategy, performance and the management of risk, as well as on issues that are the immediate subject of votes at general meetings.

Talisman supports the principles underlying the Code and believes firmly in the importance of corporate governance driven by strong boards and executive leadership and sound governance policies that protect and enhance long term shareholder value. Where appropriate, we seek to engage effectively with the managements of firms we invest in to understand better the potential risks and returns in order to achieve optimum returns for our clients. We have set out below the approach taken to the Code principles and explained the approach taken where we consider it not appropriate to our business. Should you require further information on Talisman’s approach to the Code please contact us.

Principle 1

Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.

We support the purpose of the UK Stewardship Code and believe dialogue with investee companies where appropriate and in addition to our own research is a component of our investment process and helps develop our knowledge of the investee’s business strategy, future prospects, attitude to risk, corporate governance and board cohesion.

Dialogue with investee companies allows us to convey our views on our investment and, where necessary, we will intervene by raising our concerns with the board and its representatives. We acknowledge that investee company management may have more information at their disposal and that may justify variance from UK corporate Governance practices. However, should our concerns remain unresolved, it may sufficiently alter the original investment hypothesis such that we decide to sell or reduce our investment.

Our underlying belief is that management are appointed by the shareholders to manage the business in the best interest of shareholders over time. Therefore our governance activities are not intended to micro manage the company but instead we see that it should be focused upon the more significant issues, for instance on corporate strategy, major acquisitions or management change.

We endeavour to exercise proxy votes at all shareholder meetings where we are authorised to by our clients and advised by our Custodians and Prime Brokers. Where so authorised, our investment managers make voting decisions based on our knowledge of the investee company and the dialogue described above. We periodically report on our proxy voting decisions to our clients.

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.

Talisman is authorised and regulated by the Financial Services Authority, which requires firms to identify, and mitigate any conflicts of interest between itself, its clients, and between clients that may result in a loss to them. We maintain a conflicts of interest policy and register to satisfy this requirement, which is subject to regular management review.

Principle 3

Institutional investors should monitor their investee companies.

We are of the firm opinion that continuous monitoring of investee companies is a fundamental responsibility of an asset management firm. We monitor a comprehensive range of information from financial analysis of publicly available information, market intelligence from peers, broker research, fundamental analysis and meetings with the board and senior managers. A fundamental part of that analysis is ensuring the firm complies with the UK corporate Governance Code or can explain any divergence from it. All relevant information is recorded and analysed as part of Talisman’s pre and post investment process.

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.

Whilst great emphasis is placed on maintaining and active dialogue with management of investee companies, Talisman has never felt that it is in the best interest of its clients to engage in activism campaigns against individual companies on a frequent basis. Therefore, if we have a specific concern due to a course of action a company is considering and it has changed the investment thesis, normally we may sell or reduce our holding. On rare occasions we may be more proactive to protect shareholder value – judging each case on its investment merits. As investment professionals we believe we are best placed to act in our clients’ best interests.

Principle 5

Institutional investors should be willing to act collectively with other investors where appropriate.

We believe we have sufficient expertise and knowledge of investee companies to deal with any concerns that we might have about the investee company’s business activities, strategy or corporate governance. In most cases we would expect to engage with the board on our own initiative or we may decide to dispose of or reduce our holding. However, in exceptional circumstances, where we believe the issue is of significance and wish to retain our holding, we recognise that collective action with other shareholder may be more effective.

We will only act collectively where we are satisfied it will not breach legal, regulatory, market conduct or confidentiality obligations applicable. Any collective action will only be used to raise legitimate concerns about corporate issues and/or governance issues. The actions may include discussions with other shareholders about concerns to be raised with the board, joint representations by shareholders to the board and agreement between shareholders to vote in a specific way.

Principle 6

Institutional investors should have a clear policy on voting and disclosure of voting activity.

Talisman aims to exercise proxy voting rights on behalf of our clients for every investee company regardless of geographic location. The voting decisions are based on in-depth research and knowledge of the investee company. Talisman does not publicly disclose voting records as we believe that information to be confidential to our clients.

Principle 7

Institutional investors should report periodically on their stewardship and voting activities.

We will report our proxy voting and engagement activities and findings to clients who request that information. This will include information on votes and explanation behind the decision.

However, we will not make detailed disclosure on the nature of that activity or conclusions drawn as the information may be confidential, subjective and is often used to inform our investment decisions. As such, our investment performance will reflect whether our engagement with investees has been effective.