ARIA SICAV P.L.C REMUNERATION POLICY
1.0 – Introduction
The Company, which is authorised as an “Undertaking for Collective Investment in Transferable Securities” under the Investment Services Act, 1994, as amended (the “Act”), is required to establish, implement and maintain a remuneration policy (the “Remuneration Policy” or “Policy”) which is in accordance with the requirements of Articles 14a and 14b of the UCITS Directive (as defined below).
This Remuneration Policy is aimed at ensuring that any relevant conflicts of interest can be managed appropriately at all times and sets out practices for those categories of staff, including senior management, risk takers, control functions, and any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, whose professional activities have a material impact on the risk profile of the Company or a Fund (as defined below), that are consistent with and promote sound and effective risk management and do not encourage risk-taking which is inconsistent with the risk profiles, rules or instruments of incorporation of the relevant Fund.
This Remuneration Policy is in line with the business strategy, objectives, values and interests of the Company and the Funds and the investors in the Funds and includes measures to avoid conflicts of interest.
2.0 – Definitions
The following definitions are deemed to apply for the purposes of this Policy:
|“Board”||means the board of directors of the Company;|
|“Business Plan”||means the business plan of the Company which supports and forms part of the Company’s application for authorisation as a UCITS self-managed company under the Act, as may be amended or updated from time to time;|
|“ESMA Guidelines”||means the ESMA Consultation Paper on Guidelines on sound remuneration policies under the UCITS Directive and the AIFMD (2015/ESMA/1172);|
|“Funds”||means any sub-fund of the Company from time to time including:
(i.) Parala Balanced Macro Multi Asset Fund
|“Investment Manager”||means Absolute Return Investment Advisers (ARIA) Limited;|
|“UCITS”||means an “Undertaking for Collective Investment in Transferable Securities”;|
|“UCITS Directive”||means Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities as amended by Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 as regards depositary functions, remunerations policies and sanctions, including its mandatory implementing regulations on an EU or Home Member State level.|
3.0 – Identified Staff
The UCITS Directive requires the Company to identify the categories of staff whose professional activities have a material impact on the risk profile of the Company.
The Company is controlled and managed by the Board, but does not currently have any staff. Accordingly, the identified staff for the purpose of this Remuneration Policy are the members of the Board and/or of the Investment Committee.
4.0 – Remuneration
The directors and members of the investment committee who are also employees of the Investment Manager or an affiliate of the Investment Manager shall not receive any remuneration in respect of their services as directors and/or members of the investment committee of the Company.
The other directors and /or members of the investment committee shall receive fixed remuneration in respect of their services which is set at a level determined by the senior management of the Investment Manager subject to the fees as set out in the Offering Documentation of the Company and its Fund(s) which are not performance related.
Members of the Board and/or Investment Committee which are employees of the Investment Manager and not in receipt of any remuneration from the Company are:
- Mr. Matthew Brittain; and
- Mr. James Hindmarch.
None of the directors and/or investment committee members are currently in receipt of performance based variable remuneration in respect of their services as directors and/or investment committee members of the Company. Accordingly, the detailed provisions of Article 14b of the UCITS Directive and the related ESMA Guidelines in relation to variable remuneration are not applicable to the Company. None of the directors and/or members of the investment committee are currently in receipt of a pension from the Company.
The Company has determined that the fixed remuneration payable to the directors and/or members of the investment committee who are not employees of the Investment Manager are:
- consistent with sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profile, rules or instrument of incorporation of the Funds and;
- in line with the business strategy, objectives, values and interests of the Company and each Fund and the investors in each Fund. The nature of the remuneration of the directors and /or members of the investment committee, being fixed and not including any variable component and being determined by the senior management of the Investment Manager ensures that the Company appropriately manages any conflicts of interest in respect of remuneration.
5.0 – Remuneration Committee
The UCITS Directive requires UCITS management companies that are significant in terms of their size, their internal organisation and the nature, scope and complexity of their activities to establish a remuneration committee. Having considered these criteria, the Company has determined that, it is not significant in these respects and therefore the Company has not established a remuneration committee.
6.0 – Delegation
The Board has delegated certain activities, as specified in its Business Plan, in respect of the investment management and risk management of the Company, to the Investment Manager. This Policy is in line with the ESMA Guidelines on Sound Remuneration Policies as of the date of this Policy. Should ESMA issue any updates, this policy may be therefore amended in due course to address any of the requirements in the updates.
The Company will rely on the remuneration policies and procedures of each delegate to ensure that their remuneration structures promote a culture of investor protection and mitigation of conflicts of interest.
7.0 – Annual Review
On an annual basis the Board will review the terms of this Remuneration Policy and assess whether its overall remuneration system operates as intended and is compliant with the obligations on remuneration as set out in the UCITS Directive. The Remuneration Policy will be updated by the Board as and when required.
8.0 – Disclosure
The Company will comply with the remuneration disclosure requirements set out in the UCITS Directive and the Act.
A copy of this Policy (as may be amended from time to time) will be made available on the following website: offshore.ariacm.com. A paper copy of the Policy is also available free of charge from the Company upon request. In accordance with the requirements of the UCITS Directive, the Company’s up to date remuneration policy will be summarised in the Prospectus for each Fund.
The total amount of remuneration for each full performance year after the effective date of this Policy, split into fixed and variable remuneration (if any), paid by the Company to the identified staff for the purposes of Section 3 of this Policy will be disclosed in the annual report of the Fund(s).
9.0 – Effective Date
The effective date of this Policy is 18th August 2016 and has been approved by the members of the Board.