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22/5/2023
5
min read

30 years of governance: What does best practice look like?

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Roger Lewis
Roger Lewis

Head of Sustainability and Responsible Investing

Downing launches new actively managed liquid alternatives fund aiming to deliver 7% to 10%+ per annum and positive returns in most markets. The new MGTS Downing Active Defined Return Assets Fund (‘Active Defined Returns’, the ‘Fund’), is the first fund from its new Liquid Alternatives team.

The Fund is aimed at institutional investors, Discretionary Fund Managers, IFAs and advised sophisticated individual investors, and will primarily consist of UK Government bonds and large-cap equity index options, which provide significant scalability and strong liquidity. It aims to deliver 7% to 10%+ per annum and positive returns in all markets except for a sustained equity market fall (generally more than 35%), over a period of at least six years.  

The Fund is the first to be launched by the new Liquid Alternatives Team established by Downing. Collectively, the team has over 125 years of experience and sector knowledge, and includes Tony Stenning, who held senior roles at BlackRock and most recently was CEO of Atlantic House Group; Russell Catley, founder and also a former CEO of Atlantic House Group; Huw Price, a former Executive Director at Santander Asset Management, and Paul Adams, former Head of Cash Equities and Derivatives Sales, Royal Bank of Canada.          

The Fund offers investors a compelling building block for multi-asset portfolios, aiming to add consistent and predictable returns, typically secured with a portfolio of UK Government bonds. The unique proposition includes a hybrid approach of using systematic derivative strategies and active management, combining liquid investments with predictable returns, and an equity like risk profile.

Investment strategy: Maximising the probability of delivering predictable defined returns across the economic cycle.

  • Systematic Liquid Derivatives:  Systematic, derivative strategies optimise the equity risk-return profile. The Fund uses rules-based derivative strategies linked to the most liquid, large-cap global equity indices (i.e. FTSE100, S&P500) with the aim of harvesting well-proven consistent returns across a wide corridor of market conditions. 
  • Strong security:  The Fund will hold a high-quality portfolio of assets as secure collateral – typically UK Government bonds.
  • Active benefits: At times, rules-based, passive derivative strategies can underperform when markets move strongly – this is when specialist active management can add incremental gains by monitoring and monetising positions and applying active risk management.

Key benefits

  • Increased consistency and predictability of returns: Positive returns in all markets except for a sustained equity market fall of more than 35% over at least six years.
  • Diversification of risk: The Fund’s risk components are diversified across large, liquid equity indices, observation levels and counterparties. Secured with high-quality assets – typically UK Government bonds.
  • Active management: Our experienced team will actively manage the Fund and its investments to optimise risk and reward for investors.
Russell Catley, Head of Retail, Liquid Alternatives at Downing, said: “Put simply, we focus your investment risk on the probability of receiving the returns you need, not those you don’t.  We target the highest probability of delivering 7% to 10%+ per annum with active management adding material incremental gains. We believe that we are building the next evolution of the proven success of Defined Returns funds
The Downing team is seeing strong demand from clients looking for alternatives to large-cap equity funds which are becoming concentrated in technology stocks, or alternatives to UK equity income funds and illiquid alternatives.”   
Tony Stenning, Head of Liquid Alternatives at Downing, said: “The launch of our Active Defined Return Assets Fund is a significant milestone in the ambitious build-out of our new Liquid Alternatives strategies. It is a solution-focused fund that should deliver stable high single or low double-digit returns across a wide spectrum of equity market conditions, except for a persistent multi-year bear market. The Fund is designed to enhance balanced portfolios by providing consistent, predictable returns and is suitable for accumulation or drawdown.
“We aim to deliver a unique combination of proven systematic derivative strategies and specialist active management, and we are doing so at a very compelling fee level, below our closest competitors and in line with active ETFs.”

How the Fund is expected to perform in different markets

  • In bullish markets:  UK Government bonds secure the capital, and the equity index options deliver a predictable 7-10%+ return per annum – giving up some less likely upside.
  • In neutral markets and normal market corrections:  UK Government bonds secure the capital, and the index options deliver a predictable 7-10%+ return per annum.
  • In a sustained sell-off:  if markets fall more than the cover to capital loss and do not recover for six years. Then capital is eroded 1:1 in line with the worst performing index.
  • The average Cover to Capital Loss is targeted at 35%:  the average cover to capital loss represents the average level the Global indices within the Fund could fall before capital is at risk.

Fund key risks

  • Performance:  Capital is at risk. Investors may not get back the full amount invested.
  • Liquidity:  Access to capital is always subject to liquidity.
  • Counterparty risk: Other parties could default on the contractual obligations.

Fund Structure

  • UK regulated OEIC fund structure, fully UCITS compliant
  • Daily dealing, at published NAV
  • Minimum investment: £100,000
  • SRRI: 6 out of 7
  • Depositary: Bank of New York
  • Authorised corporate Director (‘ACD’): Margetts Fund Management Ltd.
  • I share-class:  SEDOL: BM8J604 / ISIN: GB00BM8J6044
  • F share-class: SEDOL: BM8J615 / ISIN: GB00BM8J6150

Learn more about the Fund here.


Risk warning: Opinions expressed represent the views of the fund manager at the time of publication, are subject to change, and should not be interpreted as investment advice. Please refer to the latest full Prospectus and KIID before investing; your attention is drawn to the risk, fees and taxation factors contained therein. Please note that past performance is not a reliable indicator of future results. Capital is at risk. Investments and the income derived from them can fall as well as rise and investors may not get back the full amount invested. Investments in this fund should be held for the long term. 

Important notice: This document is intended for professional investors and has been approved as a financial promotion in line with Section 21 of the FSMA by Downing LLP (“Downing”). This document is for information only and does not form part of a direct offer or invitation to purchase, subscribe for or dispose of securities and no reliance should be placed on it. Downing does not offer investment or tax advice or make recommendations regarding investments. Downing is a trading name of Downing LLP. Downing LLP is authorised and regulated by the Financial Conduct Authority (Firm Reference No. 545025). Registered in England and Wales (No. OC341575). Registered Office: 10 Lower Thames Street, London EC3R 6AF.

Good corporate governance should be attractive to all organisations and their leadership teams. It can improve the performance of businesses, helping them become more stable and productive and unlock new opportunities. In this article, Roger Lewis, Downing’s Head of ESG, explores the growing significance of governance and provides real-life examples of best practices.

What is corporate governance?

The environment and society are impacted by externalities that can have a positive or negative impact, and so companies and their investors are starting to place greater emphasis on understanding, internalising and being responsible stewards of capital. For example, pricing carbon is an externality that is beginning to be internalised as companies pay for their emissions.  

On the other hand, governance represents the interests of shareholders, which can be destroyed by poor boards or management. There have been several governance scandals throughout history, and one of the earliest examples was the South Sea Bubble in 1720 - perhaps the world’s first Ponzi scheme.  

From the South Sea Bubble to the Global Financial Crisis, market implosions have led to many countries establishing corporate governance laws and codes and refining them as the years go by. The UK led the way by establishing its own in 1992 with the Corporate Governance Code.  

Current governance trends

Common disciplines for governance include board independence and effectiveness, remuneration and auditing. Governance also encompasses strategy, finance, laws, ethics, psychology and sociology.

ESG is evolving and presents different challenges depending on region, sector and asset. Recent governance trends include outlining the optimum make-up of boards (including the size and whether they should have “green” directors or climate change specialists) and remuneration based on shares with restrictions on holding periods rather than just cash to discourage short-term corporate growth tactics.  

Ensuring robust governance and assessing board performance are two important ways investors meet their fiduciary duties of loyalty and care to clients. This involves carefully analysing governance policies and practices as part of wider ESG integration to investment decisions, being active owners and having conversations about current, expected and emerging governance trends; and then ensuring transparency on the real outcomes achieved.  

Governance is a core ESG theme for Downing Fund Managers with clear house views including  effective and independent boards. Below, we highlight three real-world examples of good governance among our investments. The governance scores are based on our proprietary ESG scorecard, which includes questions on boards, pay, audit and committee structures. The results have formed a foundation for engagement, monitoring and reporting.  

Governance in action:

Profile: Technology company, 25 years old, 350+ employees

Downing Sustainable Investment Score: 79%

Governance score: 90%

Governance initiatives:

  1. Has appointed three non-executive directors ‘NEDs’ (including chairman) and three executive directors (including CEO and CFO)
  1. Produced a corporate governance report which specifies clear evidence of the application of the Quoted Companies Alliance Corporate Governance Code
  1. Has an independent board observer who  provides independent feedback to the board members  
  1. Introduced a remuneration package which consists of shares/share options
  1. Pay for performance is aligned with peers based on three-year profit and the group’s executives have ESG-related targets built-in to their bonus arrangements for 2022/23

Profile: Industrial/agricultural company, 25 years old, 125+ employees

Downing Sustainable Investment Score: 74%

Governance score: 91%

Governance initiatives:

  1. Remuneration policy has been amended to incorporate medium and long-term incentives to retain talent and align with shareholder and ESG goals (e.g. 25% is aligned)
  1. The executive directors are expected to build and maintain a holding of shares to the value of 100% of salary
  1. Has appointed two NEDs and three executive directors. The executive directors hold shares and participate in incentive plans in the company. This ensures that their interests are fully aligned with those of other shareholders
  1. All directors are subject to reappointment by shareholders at the first Annual General Meeting (AGM) following their appointment and thereafter by rotation
  1. Proportionate gender diversity – executive management (1/3 female) and board (2/5 female including chair)
  1. Engagement discussion was held to review and validate Downing’s ESG scoring, in particular, the governance structures

Profile: Services company, 35 years old, 2,000+ employees

Downing Sustainable Investment Score: 81%

Downing Governance score: 95%

Governance initiatives:

  1. The board comprises of five non-executive directors, including the chair, and two executive directors
  1. There is a clear policy for formats and items that are reserved for board decisions, such as approval of policies, overall management of the group and approval of long-term objectives and strategy  
  1. Detailed results shared by the remuneration committee, including time spent on different aspects of remuneration  

Find out more about Downing’s commitment to robust corporate governance

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