Principles for Responsible Investment - PRI

In May 2019, the Company adhered to the Principles for Responsible Investment ("PRI") in order to incorporate the environmental, social and governance ("ESG") factors into internal processes and investment decisions. Subsequently, by resolution of the Board of Directors of the Company on 17/12/2020, Ver Capital Sgr has assumed the commitment of combining the performance objectives of the funds with environmental, social and corporate governance (ESG) issues.

Ver Capital Sgr believes that consideration of environmental factors such as climate change, social factors such as respect for human rights, and governance factors such as diversity policies can be included in the decision-making process: both in the investment phase and in the monitoring and reporting phase, the former by excluding issuers involved in particular sectors that do not comply with ESG principles (in compliance with the fund's prospectus) such as companies focused on illegal activities, producing and marketing tobacco, weapons, alcohol (both beverages and related products), casinos, etc. Furthermore, in the investment phase, financial information is supplemented with information regarding corporate governance, environmental and social issues. In the second phase, the monitoring and reporting phase, Ver Capital verifies the ESG information in order to identify any new events and if any criticality with respect to the ESG principles is highlighted, the SGR will evaluate the situation in order to identify the most appropriate management actions. In addition, Ver Capital is committed to request adequate communication on ESG matters from issuers subject to investment, to periodically report to investors on its activities and to promote the implementation of ESG factors in individual companies.

Ver Capital Sgr believes that respect for environmental, social and governance factors can be pursued both at the SGR level and at the level of individual investments in the short, medium and long term through greater attention:

  • in contrasting environmental degradation or climate change by investigating the exploitation of particular natural resources and promoting the use of renewable energy, formal processes of management and reduction of pollution (air, water, land).
  • in respecting human rights by investigating issues of health, safety at work and promoting systems of fair remuneration and treatment of employees. 
  • in respecting gender equality and promoting transparent communication with both employees and customers.

Disclosure - Regulation (EU) 2019/2088

Disclosure pursuant to Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability reporting in the financial services industry:

Art. 3 – Transparency of sustainability risk policies

Regulation (EU) 2019/2088 (the "Regulation") defines sustainability risks as those environmental, social or governance events or conditions the occurrence of which could cause a significant actual or potential negative impact on the value of the investments to which they pertain.

Ver Capital SGR S.p.A. (the "Company"), which has adhered to the United Nations "Principles for Responsible Investment" relating to environmental, social and governance investment policies and procedures, integrates the assessment of sustainability risks, as defined above, as part of its investment process and due diligence activities. The Investment Memorandum that the Company's investment team prepares for each investment opportunity submitted to the [Investment Committee] for review and decision indicates, among other things, the outcome of the performed sustainability risk reviews. During the course of each investment cycle, the Company monitors sustainability risks as part of its broader monitoring activities related to the investment.

With regard to the fund named Ver Capital Sinloc Transition Energy Fund, the Company is developing specific policies and procedures for assessing sustainability risks, which will be disclosed to investors prior to the start of operations of the fund itself (with a simultaneous update of this disclosure).

Art. 4 - Transparency of adverse effects on sustainability at subject level

The Company does not currently take into consideration, in the sense envisaged by art. 4, paragraph 1, of the Regulation, the negative effects of investment decisions on sustainability factors. With reference to the fund named Ver Capital Sinloc Transition Energy Fund, the Company examines, in its own investment process, the elements relating to the environmental characteristics that the fund promotes, in the forms indicated in the disclosures pursuant to articles 8 and 10 of the Regulation.

The Company reserves the right to reassess its position following the adoption and entry into force of the regulatory technical standards that will establish detailed requirements regarding the content, methodologies and presentation of information on the sustainability indicators identified by the Regulation. If the Company decides, on the occasion of such reassessment, to take into account the negative effects of investment decisions on sustainability factors, in the sense provided by art. 4, paragraph 1, of the Regulation, it will update the website accordingly.

Art. 5 – Transparency of remuneration policies with regard to the integration of sustainability risks

The Company is required to adopt sound and prudent compensation and incentive policies that reflect and promote sound and effective risk management and do not encourage risk-taking that is inconsistent with the risk profiles and regulations of the funds it manages. In application of this principle, the Company's remuneration policies do not encourage sustainability risk-taking.

In particular, the assessment of the results taken into account by the Company for the purposes of assigning variable remuneration is carried out considering any possible negative impact - ex ante or ex post - from the sustainability risks undertaken.

ART. 10 REGULATION (UE) n. 2019/2088

TRANSPARENCY OF SUSTAINABLE INVESTMENTS (ART. 10 REGULATION (EU) No. 2019/2088)

DESCRIPTION OF THE SUSTAINABLE INVESTMENT OBJECTIVES OF THE VER CAPITAL SINLOC TRANSITION ENERGY FUND

  1. Summary

The Ver Capital Sinloc Transition Energy Fund (the "Fund") managed by Ver Capital SGR S.p.A. is an alternative investment fund whose main objective is to invest in companies or project companies developing (i) energy redevelopment and efficiency interventions, (ii) renewable energy plants, (iii) public network projects and (iv) sustainable mobility projects.

The Fund pursues sustainable investment objectives by making investments in economic activities that contribute to environmental objectives and do not significantly harm any environmental or social objectives.

In particular, specific Key Performance Indicators (KPI) are provided for each sector, also assessed from the point of view of contribution to the achievement of the Social Development Goals defined by the UN in 2015 and related targets.

These criteria are indicative, constituting a non-binding reference benchmark with respect to individual projects. KPIs can in fact be modified/supplemented in light of the specific objectives and characteristics of each project.

It is also planned to use a descriptive questionnaire on the standards of partner companies, containing specific questions aimed at understanding the standards of these companies in the environmental, social and governance areas.

The Fund's investment policy and strategy considers the following indicators:

  • Greenhouse gas emissions (GHG)
  • Non-renewable primary energy consumption

The investment strategy, defined and reflected in the Fund's Regulation, adheres to the definitions of Impact Investing available in the relevant literature. The Fund's investments are consistent with the EU and national policies of transition to a low carbon economy. This objective is set out in Annex 1 of the Regulation ("Eligible Investments"), which defines minimum targets of environmental impact to be generated by the investment activity. The minimum impact targets and the related application methodology for defining an investment as a Suitable Investment pursuant to Annex 1 of the Regulation have been verified and validated by the Polytechnic of Milan.

These targets refer to parameters consistent with the energy transition mission and are expressed in units of measurement useful for reporting non-financial results achieved in terms of reduction of non-renewable primary energy consumption (TEP) and reduction of climate-changing emissions (CO2):

  • 9,000 TEP/year of non-renewable primary energy savings
  • 15,000 TCO2/year of greenhouse gas emissions avoided

The Fund's investment strategy foresees that, for each of the typical dimensions of sustainable investments, i.e. environmental, social and governance, a series of evaluation criteria useful to guide the choice of projects in which the Fund may invest are identified in advance and, where applicable, subsequently monitored and periodically reported.

For each objective consistent with the Social Development Goals (SDGs), it is foreseen the monitoring of the results achieved through the use of indicators and targets shared at international level and, when consistent, the monetization of benefits.

The Fund invests in special purpose vehicle companies (SPVs) linked to public-private partnership operations and concessions, which are developing, have developed, own or operate, an energy efficiency project, a renewable energy project, a public grid project or a sustainable mobility project.

These are, therefore, specially established special-purpose vehicles with no previous, pre-established governance structures.

Since these are investments made with a majority stake, in the moment of the constitution of the project companies, it is the SGR that defines their structures, providing all possible good governance practices and carrying out adequate monitoring and control mechanisms during the development of individual projects.

The Fund's asset allocation is 100% for sustainable investments, through direct investments in companies or project companies that develop the sustainable investment projects mentioned above.

The information and project data required to conduct the assessments regarding the achievement of the sustainable investment objective are provided by the industrial partners promoting the investment projects being assessed.  The quality of the data is verified, in particular, through the internal evaluation procedures prescribed by the Fund, which include, among other things, a check against market benchmarks and public databases.

Due diligence activities on specific issues may also be planned to support the evaluation process.

The methodologies used by the Fund to measure the achievement of the sustainable investment objective through the use of sustainability/impact indicators allow for verification of compliance with the minimum requirements set forth in Annex 1 of the Regulation, with no limitations on the use of such methodologies/data.

Investment opportunities are analyzed through a well-defined and structured investment process that gathers the results of the experience gained over years of investment activity by the Manager and the Advisor. As part of that investment process, Due Diligence activities are divided into the following phases: Sourcing, Screen Pre-Analysis, Fundamental Analysis.

ESG criteria and objectives are defined in the Fund's Regulation, and are therefore binding in the implementation of the Fund's investment policy. The definition of these criteria in the Fund's Regulation makes it compulsory, in terms of the investment process, for the SGR's control functions (risk management, compliance and internal audit) to monitor and control compliance with these limits/objectives.

The investment agreements to be adopted as part of the investment transactions include specific disclosure obligations for the target companies that allow periodic and ex-post monitoring of the impact value of individual investments through KPIs specifically defined to assess the degree of achievement of the objectives defined ex-ante, at portfolio level and at the level of investment sub-sector, as well as the degree of contribution of the individual initiative to the achievement of the 2015 UN Social Development Goals and related targets, in order to monitor and document the actual impact generated.

The information thus produced is reported at least semi-annually and ex-post to the body representing the investors (Advisory Board).

The Fund's objective is to reduce carbon emissions pursuant to Article 9 (3) of Regulation (EU) No. 2019/2088. Annex 1 to the Fund's Regulation, in outlining the "Eligible Investments", defines binding minimum carbon emission reduction targets, to be achieved through the Fund's investment activity, in the amount of 15,000 tCO2/year.

No specific index has been designated as a reference benchmark for the Fund to achieve its sustainable investment objectives.

As noted, in any case, the Fund's Regulation defines minimum targets of environmental impact to be generated by the investment activity, referring to parameters consistent with the mission of energy transition.

DESCRIZIONE DEGLI OBIETTIVI DI INVESTIMENTO SOSTENIBILE DEL FONDO VER CAPITAL SINLOC TRANSITION ENERGY FUND