UAB „LORDS LB ASSET MANAGEMENT“ Active Ownership Strategy

1. GENERAL PROVISIONS

1.1. This Active Ownership Strategy (hereinafter – Strategy) of UAB “Lords LB Asset Management” (hereinafter – Management Company) shall regulate the procedures and active ownership measures of the Management Company designed to ensure that the voting rights of the collective investment undertaking are used solely in the interests of the collective investment undertaking and in line with principle 2 of UN Principles of Responsible Investing, i.e. “to be active owners and incorporate ESG issues into our ownership policies and practises”.

2. DEFINITIONS

2.1. Active Ownership – means the use of the rights and position of ownership to influence the activities or behaviour of investee companies.
2.2. Engagement – means interactions between the investor and current or potential investee companies on ESG issues and relevant strategies, with the goal of improving ESG practices and/or improving ESG disclosure. 
2.3. ESG – means Environmental, Social and Governance factors.
2.4. Sustainability risks – means an environmental, social or governance event or condition that, if it occurs, could cause an actual or a potential material negative impact on the value of the investment.
2.5. UN Principles of Responsible Investing (UN PRI) – means United Nations supported network of investors, that works to promote sustainable investment through the incorporation of environmental, social and governance factors into investment decision-making process.
2.6. Voting rights – means the right to vote at the annual or extraordinary general meetings on strategic or sustainability-related matters.
2.7. Fund – collective investment undertaking managed by the Management Company.
2.8. Management Company – means JSC “Lords LB Asset Management”.

3. EXERCISE OF VOTING RIGHTS AND ACTIVE OWNERSHIP

3.1. Each manager of the Fund managed by the Management Company must monitor communications on events, convened member meetings, agendas of meetings by the companies whose securities are held by the Fund managed by him and other information related to the events of the company. This duty shall be carried out by the managers of the Fund by periodically reviewing information sources specified in the incorporation documents of the relevant companies and monitoring information online.
3.2. The Management Company shall manage Funds in accordance with corporate governance principles and shall seek to ensure that the Voting Rights Strategy is in line with the investment strategy and objectives of the Fund. The Management Company shall operate exclusively in the interests of the Fund on a fiduciary basis.
3.3. The Management Company shall make every endeavour to represent the interests of the Fund at each meeting of members of the company. Depending on the interests of the Fund, the representative of the Management Company may either vote or abstain.
3.4. Each manager of the Fund managed by the Management Company when engaging with the investees about Sustainability risks and opportunities, has to address applicable ESG factors and stress its importance and relevance, depending on the managed assets and investment strategy.
3.5. The manager of the Fund managed by the Management Company should strive to achieve that Engagement process would be a long-term interest process with transparent communication and clear results.

4. AVOIDANCE OF CONFLICTS OF INTERESTS

4.1. An employee of the Management Company participating in the adoption of voting decisions or engagement during a meeting of members of the company must ensure that neither (s)he/she nor any associated persons (within the meaning of the Conflict of Interests Procedure of the Management Company) has any conflict of interests which might affect the decision-making.
4.2. If a conflict of interests arises between the employee of the Management Company and the Fund out of the use of voting rights, the employee of the Management Company must immediately notify thereof the persons responsible for the management of conflicts of interests and the CEO of the Management Company. The CEO may suspend an employee of the Management Company from decision making in relation to the use of the voting right by the Fund.
4.3. If a conflict of interests arises in a situation not regulated by this Strategy, the Conflict of Interests Policy of the Management Company shall be followed.

5. EMPLOYEE EDUCATION AND PROFESSIONAL DEVELOPMENT

5.1. The Management Company shall have a sufficient number of employees who have adequate knowledge and competencies to ensure that they act in the best interest of the stakeholders.
5.2. Employees of the Management Company who are participating in Active ownership processes must maintain a solid knowledge and competence of investment strategy together with managed assets and capital. What is more, to be aware of regulatory requirements and their updates. Hence, the Management Company provides a possibility and encourages employees to attend internal and external trainings, international and local conferences in areas related to the managed assets, as well as such fields but not limited to compliance, risk, or sustainability.

6. FINAL PROVISIONS

6.1. The Strategy shall enter into effect on the date of its approval and may be cancelled or amended only by the decision of the Board of the Management Company.
6.2. The Fund Managers or the CEO shall be responsible for the implementation of this Strategy.
6.3. All employees of the Management Company must be acquainted with this Strategy.
6.4. In the event of any discrepancy between the translation into English and the Lithuanian version, the Lithuanian version shall prevail.