Stewardship Code

Under rule 2.2.3R of the Financial Conduct Authority’s Conduct of Business Sourcebook, Endless LLP is required to disclose clearly on our website a statement describing the nature of our commitment to the UK Financial Reporting Council’s Stewardship Code (“the Code”) or, where we do not commit to the Code, our alternative strategy.

The Code is voluntary and sets out several areas of good practice relating to engagement by investors with companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities. Whilst historically focussed on investments in listed companies, the Code has recently been expanded to cover new asset classes including private equity.

The Code has five sections for asset owners and manager that groups principles and provisions together under common themes, covering:

• Purpose, Objective and Governance.
• Investment Approach.
• Active Monitoring.
• Constructive Engagement and Clear Communication.
• Exercise of Rights and Responsibilities.

Endless’ principal investment management strategy is to invest in unlisted private companies. We have established processes for the responsible allocation, management and oversight of capital through our interactions with investors who or often sophisticated institutions with their own ESG requirements. These include:

• Regular engagement with investors both at the pre-investment phase (through due diligence, contractual negotiation and bespoke requirements via side letters) and on an on-going basis via advisory committee and ordinary investor meetings.
• Detailed investor reporting, typically on a quarterly basis, in-line with institutional investor reporting guidelines and regulatory requirements.
• Measuring, managing and mitigating ESG risks as part of our investment appraisal process and on an ongoing basis. We are also a signatory to the United Nation Principles for Responsible Investment.
• Alignment of interest with investors through carried interest and co-investment in our funds.
• Active monitoring of portfolio companies including strengthening corporate governance arrangements and reviewing and implementing strategic plans and value building initiatives.
• Taking controlling stakes and significant influence rights, including board seats which enable us to take an active role. This includes taking action if a portfolio company is not performing to expectations.

Endless generally supports the objectives that underlie the Code. However, given the established processes and procedures which we already have in place (which we believe are aligned with the overall objective of the Code) we do not intend to comply in detail with its requirements.