Fengate ESG Policy

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FENGATE

RESPONSIBLE INVESTMENT POLICY

Fengate ESG Policy

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Fengate ESG Policy


Table Of Contents

1. Background and Introduction

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2. Scope and Application

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3. ESG Objectives

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4. Commitment to UNPRI

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5. ESG principles and material factors

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6. Governance Structure – Fengate’s ESG Committee

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7. Integration of ESG Assessment into General Investment Processes

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8. Infrastructure

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9. Real Estate

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10. Private Equity

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11. Engagement and Stewardship

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12. Commitment to Equity, Belonging, Inclusion, and Diversity (“EBID”)

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13. Community Engagement

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14. Support for the Task Force on Climate-related Financial Disclosure

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15. Policy Changes

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1 | Background and Introduction At Fengate Asset Management (“Fengate”), we are driven to exceed our clients’ objectives while improving the world through our investments. Responsible investment, and our practice of incorporating environmental, social, and governance (ESG) factors into our processes forms the foundation of our purpose, our vision, and our work each day. Fengate is a leading alternative investment manager focusing on infrastructure, real estate and private equity investment strategies. We believe that responsible corporate behavior and responsible investing is intrinsic to strong, long-term investor returns and we strive to align such principles with our portfolio objectives in each of our business lines. In 2018, Fengate became a proud signatory of the United Nations-supported Principles for Responsible Investment (“UNPRI”), which promotes the application of six foundational principles into business operations and investment management processes in the belief that ESG factors can positively influence financial performance. The purpose of this policy is to set out Fengate’s responsible investment beliefs, objectives, and approach to integrating ESG risk assessments throughout the investment process across each of our asset classes, to deliver long-term, sustainable returns for stakeholders. This policy applies to each of Fengate’s business units: infrastructure, real estate, and private equity. Due to differing asset classes and investment strategies, each team is independently responsible for their investment decisions, assessment of material ESG factors, and incorporation of the assessment into their investment processes.

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2 | Scope and Application The purpose of our Responsible Investment Policy (the “Policy”) is to outline Fengate’s approach to responsible investing and stewardship activities. The Policy applies to all members of Fengate’s team including officers, directors, employees, and temporary employees. In instances where Fengate does not have operating control over an asset or entity, commercially reasonable efforts will be taken to encourage the alignment of third-party management activities to the policy statements.

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3 | ESG Objectives Fengate’s ESG Objectives Are:

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To integrate ESG assessment in our investment process including origination, investment due diligence, approval, asset management, and disposition

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To quantify the risk and return impact of ESG factors, where possible

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To monitor and improve our ESG performance in our asset management activities

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To report and be accountable on ESG-related matters and progress to our investors and stakeholders

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To promote responsible investment principles to our employees, partners, service providers, and investors

See Section V for Fengate’s material ESG factors.

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4 | Commitment to UNPRI As a signatory of the UNPRI, Fengate has committed to upholding UNPRI’s principles in our firm’s activities. Fengate professionals across the organization work together to integrate the principles throughout the full investment lifecycle. Fengate is committed to applying the six principles of the UNPRI:

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We will incorporate ESG issues into investment analysis and decision-making processes

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We will promote acceptance and implementation of the Principles within the investment industry

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We will be active owners and incorporate ESG issues into our ownership policies and practices

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We will work together to enhance our effectiveness in implementing the Principles

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We will seek appropriate disclosure on ESG issues from the entities in which we invest

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We will report on our activities and progress towards implementing the Principles

In adherence with the UNPRI’s six principles, Fengate considers material sustainability matters for all investment screening, diligence, asset management, and reporting activities to the extent reasonably practicable.

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5 | ESG Principles and Material Factors At Fengate, ESG principles and considerations include a variety of factors that align with Fengate’s purpose, vision and corporate culture that may have an impact – on its own or in combination – on the risk and return profile of investments. We embed the material ESG considerations and evaluate risks and opportunities related to each of these factors into every stage of our investment process, and may include:

Minimize our investment’s environmental impact and support the global energy transition ■ Greenhouse Gas Emissions ■ Water and Waste Management ■ Energy Management ■ Building Certification ■ Nature and Biodiversity

Amplify the health, safety, and well-being of our employees and our communities ■ Human Rights and Community Relations ■ Employee Engagement ■ Diversity and Social Inclusion ■ Employee Health & Safety ■ Responsible Labor Practices

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Uphold strong governance principles and ethical conduct ■ Board Composition and Governance Rights ■ Critical Incident and Systematic Risk Management ■ Cybersecurity ■ Remuneration Policies ■ Accounting Integrity


We aim to minimize our negative environmental impact, amplify the health, safety, and wellbeing of our people and our community, and always uphold strong governance principles and ethical conduct in all our investment and operating activities while fulfilling the fiduciary duty of providing value to our investors and stakeholders. Our material ESG factors guide our strategy and our efforts toward positive sustainability outcomes, and we continue to set expectations and targets for our investments in sustainability-related performance and outcomes as we evolve and mature our ESG practices. In principle and fundamental to our core investment strategy, Fengate conducts an ESG-related exclusionary screening that

prohibits investment in assets or entities whose principal operations and revenue generation are in sectors deemed unethical, harmful to society, or in breach of laws or regulations including but not limited to tobacco, palm oil, civilian and nuclear weapons, or thermal coal power generation. Further, we firmly uphold the principles of human rights as outlined in international frameworks such as the Universal Declaration of Human Rights and the United Nations Guiding Principles on Business and Human Rights. We are dedicated to preventing and addressing any potential infringements on human rights, both within our Firm and across our partners.

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6 | Governance Structure Fengate’s ESG Committee Fengate’s ESG Committee has the main oversight of Fengate’s ESG strategy. The Committee is co-led by Kevin Reid, Executive Vice President and Head of Investor Relations, and Vernita Tsang, General Counsel and Chief Compliance Officer. The Committee is comprised of Fengate’s Director of ESG and senior representatives from each business line (infrastructure, real estate and private equity) and the firm’s corporate team. The ESG Committee is accountable for the ongoing development, monitoring, and improvement of Fengate’s responsible investment activities. The investment teams and management teams of portfolio companies are primarily responsible for the management of ESG

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considerations within their operations. The Director of ESG is responsible for overseeing the corporate-wide strategic implementation of Fengate’s ESG strategy and providing updates and decisions to the ESG Committee for review and approval. The Committee meets at least once each quarter and will review and update, if necessary, Fengate’s ESG Policy on an annual basis. Fengate also implements measures to ensure the advancement of the collective knowledge, skills, and experience of the ESG Committee and the firm’s executive team on sustainable development through ESG training curriculums that are mandated across the organization on an ongoing basis.

Kevin Reid

Vernita Tsang

Executive Vice President and Head of Investor Relations

Chief Compliance Officer and General Counsel


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7 | Integration of ESG Assessment

into General Investment Processes

Fengate integrates ESG considerations into all phases of its investment processes across each of its investment strategies, recognizing that our level of influence may differ across investment strategies and the investments we manage. The investment teams and asset management teams are responsible for assessing and monitoring ESG factors during each phase of the investment process. Investment Committee approval for each investment strategy is required prior to reaching financial close on an investment.

ESG Integration into the Investment Cycle

1 | SOURCING

2 | DILIGENCE & INVESTMENT APPROVAL

Leverage relationships to identify and source investment opportunities

Evaluate investment risk and develop risk mitigation strategies, including value creation strategies and assessment of material ESG factors.

Ensure screened investment opportunity meets investment mandate and aligns with responsible investment policy Fengate performs initial risk assessment, including the identification of material ESG factors.

Complete asset specific environmental and technical diligence, leverage dependent third-party experts to identify and assess ESG factors.

INVESTMENT SCREENING MEMORANDUM

INVESTMENT COMMITTEE MEMORANDUM

Investment Committee approval required to proceed with detailed due diligence

Investment Committee approval required prior to commitment on investment, includes detailed ESG assessment

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3 | VALUE CREATION

AND ASSET MANAGEMENT Actively manage investments, hold for duration or realize value through exit Ongoing review and monitoring of ESG factors, summarized in our annual ESG Monitoring Report. Leverage governance rights on projects to influence positive WSG outcomes.

QUARTERLY FUND & PORTFOLIO REVIEW REPORTS Quarterly reporting review of asset and fund performance, including regular monitoring of ESG factors

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8 | Infrastructure

OVERALL APPROACH Fengate Infrastructure invests in greenfield (i.e., newly constructed, refurbished, or modified infrastructure) and brownfield (i.e., operational infrastructure) mid-market assets providing essential services that drive economic growth and social advancement across the social, transportation, energy transition, and digital sectors. Each sector is well-positioned to benefit from global trends including demographic shifts, enhancing societal mobility, decarbonization, and demand growth for data and mobile connectivity. PRE-INVESTMENT SCREENING AND DUE DILIGENCE During initial investment screening, the investment team performs a negative ESG screening, ensuring that a potential investment opportunity does not conflict with Fengate’s Restricted Sectors. Fengate 14

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conducts diligence to identify and manage ESG risks and opportunities, engaging with third-party consultants to perform technical and environmental assessments on each investment. Fengate’s ESG screening and assessment includes consideration of climaterelated risks and opportunities, including physical impacts such as extreme weather events, flooding, as well as higher energy costs, changes in raw material costs, and changes in demand. Throughout the due diligence process, Fengate engages with service providers, including design-builders and operating providers, promoting the use of favorable environmental and economic practices. An initial ESG assessment is subsequently completed in the investment committee memorandum (ICM) and presented to the Investment Committee. Fengate will also conduct site visits and perform in-depth interviews with management and personnel to ensure alignment on beliefs and investment


approach, including ESG approach. Fengate seeks majority ownership stakes in projects and majority board representation, which provides Fengate with the ability to closely monitor asset performance and influence proactive risk mitigation through its governance protections during the investment period. Fengate Infrastructure utilizes the Sustainability Accounting Standards Board (“SASB”) definitions for materiality, defined as sustainability issues that are likely to affect the financial condition and operating performance of companies within an industry. Fengate considers the materiality of ESG topics of an investment on an individual project basis, as each case is unique. VALUE CREATION AND ASSET MANAGEMENT Fengate performs an annual ESG assessment for each of its infrastructure investments, collecting and reporting data on several ESG key performance indicators, which may include carbon emissions, energy usage, biodiversity, building certifications, water and waste management, community engagement, board composition, health and safety, and governance policies. Fengate will report ESG-related matters to investors on an annual basis through each fund-specific ESG Report. Fengate ESG Policy

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9 | Real Estate

OVERALL APPROACH Fengate Real Estate integrates ESG considerations into all phases of its investment process across all its asset classes by integrating ESG factor analysis throughout the investment and development process, asset management, management/leasing, and stakeholder engagement. Fengate works to implement sustainable business practices that positively influence the value of our projects. All real estate professionals at Fengate are responsible for implementing material sustainable business practices that may positively influence the value of the investment, such as energy and water conservation, waste management, tenant engagement, and building certification. Fengate Real Estate is a member of GRESB (Global Real Estate Sustainability Benchmark), a mission-driven and industryled organization that provides actionable and transparent ESG data to financial markets.

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PRE-INVESTMENT SCREENING AND DUE DILIGENCE During the sourcing stage, Fengate conducts an initial screening of ESG factors on potential new investments and ensures that screened investment opportunities meet the mandate commitment to responsible investing. This is underpinned by the team’s continuous monitoring of any material ESG developments in the market, regulatory environment, and real estate industry. During the due diligence and approval, Fengate’s real estate team conducts a detailed internal review of relevant ESG factors, and where appropriate and/or required, seeks appropriate environmental and technical diligence from independent third-party experts. An initial ESG assessment is subsequently completed in the investment committee memorandum (ICM) and presented to the Investment Committee.


DEVELOPMENT During the planning stages of any developments, Fengate actively engages with stakeholders, including local communities and governments to manage material ESG risks in the development phase. Fengate will also actively identify opportunities to provide employment in building new housing and communities with a focus on unionized labor. Fengate will also ensure the alignment of values and objectives with institutional investors and project partners through active engagement during the planning stage. Fengate’s real estate development team works with its industry partners, to ensure that ESG factors are considered throughout the diligence and investment phase of each project. Considerations may include building code requirements, affordable housing components, utilization of recycled materials, energy efficiency, testing and removal of contaminated soil, public consultation, and stakeholder engagement. Throughout the development process, Fengate collaborates with various government entities (e.g., cities, municipalities, ministries) and stakeholders (e.g., project partners, community members, business groups).

During construction and project management, Fengate implements a transparent process for responsible procurement. Fengate reviews opportunities where commercially reasonable to use sustainable and recyclable construction material. Fengate also provides a safe and equitable workplace for our project teams. ASSET MANAGEMENT As property managers, Fengate reviews and monitors assets for ESG risks and opportunities through ongoing assessment. Fengate actively identifies areas of improvement that may result in both operational efficiencies and improvement in environmental or social impact. Some examples of ongoing improvements include meeting or exceeding the minimum LEED certification, pursuing WELL Health-Safety Ratings, and BOMA BEST certification as required. Fengate conducts annual submissions to GRESB and is actively looking for opportunities to improve our GRESB rating. Please refer to Fengate Real Estate – Environmental Policy here for more details. Fengate ESG Policy

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10 | Private Equity

OVERALL APPROACH Fengate Private Equity invests in growthoriented businesses in North America. While Fengate can hold both majority ownership and minority ownership positions, it typically assumes a minority-ownership position and therefore uses reasonable efforts through its minority governance rights to influence portfolio companies to consider relevant ESG risks and opportunities. Fengate’s influence may vary depending on its ownership and governance rights while specific ESG goals may vary depending on the sector’s exposure to material ESG topics. Fengate Private Equity works with its operating partners and advisors to identify, assess, and address material ESG factors in a manner consistent with its approach to material risk assessment, as identified through our investment screening, diligence, and asset management activities.

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PRE-INVESTMENT SCREENING AND DUE DILIGENCE During initial investment screening, the investment team performs a negative ESG screening, ensuring that a potential investment opportunity aligns with Fengate’s exclusionary screening per Fengate’s Responsible Investment Policy. Fengate integrates ESG risk assessments into its screening and due diligence processes, including assessment of strong governance practices, board composition, responsible labor practices, and social stewardship. During diligence, Fengate will conduct site visits and perform in-depth interviews with management and personnel to ensure alignment on the investment approach. Fengate Private Equity utilizes the SASB definition for materiality, defined as sustainability issues that are likely to affect the financial condition and operating performance of companies within an industry.


Fengate will also engage as required with third parties to advise on potential material risks and mitigation. Upon identification of material ESG risks and opportunities, Fengate works with management to mitigate the risk either before investment or incorporates a risk-mitigation strategy into our post-investment action plan to be implemented by our operating partners. HOLDING PERIOD For majority control positions, Fengate ensures appropriate governance oversight through board representation at the portfolio company level and seeks to work proactively with management to improve the portfolio company’s responsible investment practices. For minority control positions, Fengate aims to influence control around ESG risks and opportunities within reasonable commercial efforts. During the holding period for each investment, Fengate may implement risk and ESG committees to ensure appropriate risk management and ESG integration into the firm’s short and long-term planning. The investment team regularly re-evaluates its ESG factor analysis with any material findings incorporated into portfolio monitoring reporting that is discussed with Fengate’s Investment Committee and Advisory Board quarterly. Escalation of ESG incident reporting to investors will depend on a materiality threshold for the issues identified. Fengate ESG Policy

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11 | Engagement and Stewardship Fengate is aligned with the UNPRI’s definition of stewardship and strives to maximize overall long-term value to our stakeholders, including our investors, partners, and the communities in which we work, understanding the economic, social, and environmental influence and the impact that we have through our investments across infrastructure real estate, and private equity.

ENGAGEMENT AND STEWARDSHIP

Fengate regularly engages through direct dialogue with our portfolio companies and project partners, including designbuilders, contractors, developers, operators, etc. to ensure that all identified material ESG factors are addressed in a timely and appropriate manner. In addition, Fengate engages with numerous industry stakeholders to promote the use of favorable environmental and responsible investment practices and to advance Equity, Belonging, Inclusivity and Diversity (EBID) initiatives. Fengate will engage with regulatory entities, as applicable, to ensure compliance with local jurisdictions, laws, and regulations in which we operate. To ensure appropriate oversight and control of companies or projects, in most instances, Fengate obtains voting rights and board representation. In instances where initial stewardship activities

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are not effective, escalation efforts such as representation on boards, management replacements, and other appropriate measures will be considered. Fengate will consider opportunities to participate in collaborative engagement initiatives that support businesses and projects, our stakeholders, and the industries in which we invest. Fengate is an active member in several industry groups to support positive growth and change within each of the industries we invest, including Real Property Association of Canada (REALPAC), NAIOP Commercial Real Estate Development Association, Canadian Council of Public-Private Partnerships (CCPPP), Association for the Improvement of American Infrastructure (AIAI), and the Association for Corporate Growth (ACG).


CONFLICTS OF INTEREST Fengate is fully committed to maintaining high standards of integrity and professional conduct, including handling of conflicts of interest. Fengate’s Code of Ethics and Compliance Manual, both incorporate policies on conflicts of interest. Due to the nature of Fengate’s business, there are instances in which material conflicts may arise between Fengate, including our individual advising representatives and our clients. Upon identification of a material conflict of interest of which, in the opinion of Fengate’s Chief Compliance Officer, an investor would be expected to be informed, Fengate will disclose, in a timely manner, the nature and extent of the conflict of interest or critical concerns to the client whose interest conflicts with the identified interest. Fengate ensures that appropriate documentation of steps taken to manage the conflict of interest and that the conflict is resolved in the client’s best interest.

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12 | Commitment to Equity, Belonging, Inclusion, and Diversity (“EBID”)

Fengate is committed to supporting the advancement of EBID across the firm and the industries in which it is involved. Fengate has an established EBID Think Tank, to support the advancement of EBID practices within the firm and broader industry. It is Fengate’s core belief that diverse perspectives and experiences enhance the value to our firm, our investors, our stakeholders, and the communities in which we work; therefore, it is our moral imperative to continuously grow and sustain a culture of inclusivity. It is a priority at Fengate to create, operate with, and continuously grow and sustain an inclusive culture that respects and

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connects the diversity of our team, our clients, our partners, and the communities in which we work. Fengate is a signatory to ILPA’s Diversity-in-Action, an initiative that brings together limited partners and general partners who share a commitment to advancing diversity, equity, and inclusion in the private equity industry. The goal of the initiative is to motivate market participants to engage in the journey toward becoming more diverse and inclusive and to build momentum around the adoption of specific actions that advance diversity, equity, and inclusion over time.


13 | Community Engagement Fengate supports the communities in which we invest through various engagement opportunities and charitable donations. Acting responsibly toward our stakeholders, our communities and those in need is fundamental to our culture and our business. At the heart of our community efforts is the Fengate Community Foundation (FCF), established in 2010 to enhance Fengate’s philanthropic efforts. The FCF is an approximately $2 million grant from Fengate that is administered by the Hamilton Community Foundation, ensuring

donations and support reach programs and causes with the most need, within Canada and abroad. In addition, each year Fengate donates money and time in support of community and charitable organizations, such as with our annual Louis Serafini Sr. Community Partnership Day. Fengate also encourages our team to give back in ways that are meaningful to them, allowing three paid community service days, and supports employee giving through a charitable donation matching program.

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14 | Support for the Task Force on

Climate-related Financial Disclosure:

Fengate supports the recommendations of the Financial Stability Board (FSB) Task Force on Climate-related Financial Disclosure (TCFD), recognizing climate change as an important global issue and support the FSB’s mission to develop voluntary, consistent climate-related financial risk disclosures.

15 | Policy Changes This Policy has been prepared under the supervision of Fengate’s General Counsel and the Chief Compliance Officer. The Policy will be reviewed and updated annually, or more frequently as appropriate.

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*All values presented in this brochure are in Canadian dollars. “Fengate” refers to the Fengate group of companies which is comprised of Fengate Capital Management Ltd., its affiliated entities and the funds or other investment vehicles that they manage. Fengate has produced this information brochure (the “brochure”) for informational purposes only. The information contained in the brochure (the “Information”) is believed to be accurate at the time of publication of the brochure; however, Fengate does not guarantee or warrant or make any representations concerning the quality, suitability, accuracy completeness or timeliness of the information contained in the brochure. This brochure and the information contained within it does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. In no event will Fengate be liable to any party for any claim or any direct, indirect, exemplary, incidental, punitive, special or other consequential damages arising out of information available in the brochure. Fengate is a trade name of Fengate Corporation. All other trade names, trademarks, service marks or logos found in this brochure are owned by their respective owners. © 2023 Serafini Holdings Corporation. All rights reserved. Designed and produced by Fengate. 2023.12.20

Toronto | Houston | Oakville info@fengate.com

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