SEVEN HILLS

Corporate Governance

Remuneration Policy

The Remuneration Policy provides a clear direction and policy regarding the Company’s remuneration structure and practices consistent with the principles in the UCITS Regulations and AIFMD. While the general provisions apply to all employees, some elements of the policy are applicable only to certain identified staff.

The Board of Directors recognise the importance of the role played by sound risk management in protecting its stakeholders. Moreover, the Board acknowledges that inappropriate remuneration structures could, in certain circumstances, result in situations whereby individuals assume more risk than necessary.

Although there is no Remuneration Committee in place, it is important to note that the ultimate responsibility for the oversight of compliance with this Remuneration Policy ultimately rests with Board of Directors.

The Remuneration Policy has been adopted in compliance with SLCs 3.05 and 3.06 of the Malta Financial Services Authority’s (“MFSA”) Investment Services Rules for Investment Services Providers – Part BIII: Standard Licence Conditions applicable to Investment Services Licence Holders which qualify as AIFMS (the “AIFM Rules”) including, in particular, Appendix 12 – Remuneration Policy to the AIFM Rules (the “Remuneration Provisions”). The Remuneration policy has also been adopted in compliance with SLCs 3.52 and 3.56 of the MFSA Investment Services Rules for Investment Services Providers Part BII: Standard Licence Conditions applicable to Investment Services Licence Holders which qualify as UCITS Management Companies (the “UCITS Rules”).

In drawing up the Remuneration Policy account has also been taken of the European Securities and Markets Authority’s (“ESMA”) Guidelines on sound remuneration policies under the AIFMD (ESMA/2013/201) (the “ESMA Guidelines”), the European Commission’s Recommendation 2009/384/EC on remuneration policies in the financial services sector (the “EC Recommendation”) and the Authority’s Guidance Notes on the Application of the Proportionality Principle in relation to the ESMA Guidelines on Sound Remuneration Policies under the UCITS Directive and the AIFMD which were issued on the 31st January 2017 (“MFSA Guidance Notes”).

Furthermore, the Remuneration Policy includes information establishing how remuneration is consistent with the integration of sustainability risks in accordance with Article 5 of Regulation (EU) 2019/2088 relating to sustainability-related disclosures in the financial services sector (the “SFDR”).

As with other aspects of the Company’s systems and controls, its remuneration policies, procedures and practices are required to be comprehensive but compliance with the Remuneration Provisions is expected to be proportionate in view of the size, internal organisation and the nature, scope and complexity of its activities (the “Proportionality Principle”).

For further information on the Company’s Remuneration Policy, kindly contact us on info@sevenhills-im.com.

Conflict of Interest Policy

The Company has in place a Conflict of Interest Policy that sets out to identify, manage and mitigate any potential conflicts that may arise.

The key to making this policy effective is transparency and early identification.

The Policy also identifies the main conflicts that could arise, the manner in which to manage these conflicts and dictates the action to be taken where conflicts are identified.

For further information on the Company’s Conflict of Interest Policy, kindly contact us on info@sevenhills-im.com

ESG Policy

No consideration of sustainability adverse impacts

The following is an extract from the Company’s ESG Policy:
The Company qualifies as a Financial Market Participant in terms of the SFDR. As a result of this, the Company is required to have in place policies and procedures setting out the approach adopted by the Company on the integration of sustainability factors in the investment decision‐making process/ investment advisory process and within its risk management framework. SFDR defines “sustainability factors” as “…environmental, social and employee matters, respect for human rights, anti‐corruption and anti‐bribery matters…” (the “ESG Factors”).

The Company does not consider the adverse impacts of investment decisions on sustainability factors.

As yet, there is no universally accepted framework or list of factors to consider to ensure that investments are sustainable. As a result of this, there is no accuracy of data due to its subjectivity. It is worth noting that the legal and regulatory framework governing sustainable finance is still under development. When this will be finalised, the Company will reconsider its policy and procedures with respect to this matter.

The Company does not invest or invests limitedly in certain sectors or companies whose products, services or activities could be considered contrary to the current trends regarding the promotion of ESG criteria.

Should the approach to the consideration of sustainability factors and the related risks change, either following finalisation of the regulatory and legal framework, or based on decisions by the Company with regard to the investment policies of its clients then this Policy will be updated.