Shareholder rights Directive (SRD II)

Shareholder Rights Directive (SRD II)

The revised Shareholder Rights Directive (SRD II) aims to encourage long-term engagement by shareholders and greater transparency from institutional investors and asset managers. In the UK, the Financial Conduct Authority implements the requirements for asset managers through COBS 2.2B of its Conduct of Business Sourcebook. Asset managers must either publish an engagement policy, with an annual report on how it has been applied or publish a clear and reasoned explanation of why they have chosen not to do so.

Fiske plc has chosen not to adopt an engagement policy, for the following reasons:

• Our business model. Fiske is a private client investment manager and stockbroker. We build bespoke portfolios around each client’s own objectives, circumstances and attitude to risk, so nearly every portfolio is different. Our investment decisions focus on each client’s portfolio as a whole, not on influencing how the companies we invest in are run.
• The size of our holdings. Our clients’ combined holdings in any single listed company are normally a very small proportion of its issued share capital. We do not consider that direct engagement or voting by Fiske would materially influence those companies.
• Our approach to voting and engagement. As explained in our Stewardship Code statement, we believe it is inappropriate under our business model to engage directly with companies or to vote on resolutions at shareholder meetings. [Clients holding shares through our nominee service may ask us to exercise voting rights on their behalf on their instructions.] We therefore have no voting record to disclose and do not use proxy advisers.
• Client expectations. We do not believe our clients expect us to engage directly with companies on their behalf.

Our investment process still considers the quality of a company’s management, governance, strategy and financial performance when selecting and monitoring investments. We do this through research and monitoring, not through engagement or voting.

Institutional investors. Where we manage investments for a pension scheme or insurer that is an institutional investor under SRD II, we will provide it with the annual information required by COBS 2.2B.9R. This covers how our investment strategy complies with our arrangements with it and contributes to the medium- to long-term performance of its assets.

We will keep this approach under review and update this statement if our business model or approach changes.

Last reviewed: October 2026