Shareholders Rights Directive II ("SRD II")

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Shareholders Rights Directive II (‘SRD II’) - Statement of Engagement

Introduction

The Second Shareholder Rights Directive (“SRD”) aims to improve shareholder engagement and increase transparency around stewardship. Lombardi Capital invests in listed equities and as such we are required to disclose and make publicly available our policies on how we engage with other shareholders and the companies that we invest in, and how our strategies create long-term value.

SRD II and the FRC Stewardship Code

The UK Stewardship Code was established by the Financial Reporting Council ("FRC") in 2010. UK authorised asset managers have been required under the rules of the Financial Conduct Authority to produce a statement of commitment to the UK Stewardship Code or to explain why it is not appropriate to its business model.

Unlike SRD II, which applies to investments in listed equities globally, the Code focuses on investments in UK companies only. Lombardi Capital’s response to the UK Stewardship Code is detailed in a separate statement.

Engagement Policy

The Firm believes that engagement as a shareholder is an important part of its role as an investment manager. We typically meet with the management of companies where we are a shareholder or considering ownership and will engage on various matters relating to strategy and corporate governance as well as environmental and social factors. In addition, we use third-party data to analyse ESG factors. We will discuss concerns we have in any of these areas with the company and where we believe that management will not make changes, we may adjust our holding accordingly.

Voting

Lombardi Capital takes aims to vote proxies where it is able to do so. We have a Proxy Voting Policy that sets out our approach. Our overriding goal is to vote in the best interests of our clients with the primary goal of increasing shareholder value. This may involve voting against management or abstaining.

Cooperation and Communication with other Shareholders

The Firm does not operate an activist strategy, however on occasions we may communicate and act with other shareholders.

Conflicts of Interest

Lombardi Capital has a documented Conflicts of Interest Policy which is available to clients on request. We manage conflicts of interest fairly, both between the Firm and its clients as well as between clients.