THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group

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THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
THE FUTURE
MATTERS
  INVESTMENT GROUP
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
THE RESPONSIBLE
INVESTMENT DICTIONARY
ACTIVE OWNERSHIP v When                FIDUCIARY DUTY n The legal             INTEGRATION n An approach              RESPONSIBLE BUSINESS n                     STEWARDSHIP n The important
shareholders exercise their rights,    duty of one party (the fiduciary) to   to investing which considers           The collective term Old Mutual             responsibilities that come with the
actively engaging with the investee    act in the best interests of another   integrating ESG issues into the        uses to describe the broad set             ownership of shares, particularly
companies on business strategy,        (the principal). In the investment     research, valuation and portfolio      of management processes and                the right to vote and engage on key
including sustainability issues,       chain there are a number of these      construction processes to improve      activities that we undertake in            matters influencing how an investee
to reduce investment risk and/or       relationships, including the duty      the risk/return characteristics of a   response to the material ESG issues        company operates. .
enhance long-term shareowner value.    that boards have to shareholders,      portfolio.                             facing our business.
                                       the duty between trustees and
                                                                                                                                                                SUSTAINABILITY n A focus on
                                       beneficiaries and the duty between
CODE OF RESPONSIBLE                                                           PRINCIPLES OF RESPONSIBLE              RESPONSIBLE INVESTMENT                     considering ESG factors to generate
                                       asset managers and their clients.
INVESTING IN SOUTH AFRICA                                                     INVESTMENT (PRI) n Founded             n An approach of allocating and            long-term stability and financial
                                                                              in 2006 in partnership with the        stewarding our clients’ capital in a       returns as well as a positive societal
(CRISA) n Principles that give         GOVERNANCE FACTORS n                                                                                                     impact.
guidance on how institutional                                                 United Nations (UN), this is an        manner that factors in ESG issues
                                       Issues related to a company’s          investor initiative that supports a    and drives low-carbon, socially
investors should promote sound         internal structure and practices,
governance. The code came                                                     global network of signatories to       inclusive and resource-efficient           SUSTAINABLE DEVELOPMENT
                                       its consideration for shareholder      incorporate ESG factors into their     growth. This is central to achieving
into effect in February 2012.          rights, its accountability and wider                                                                                     GOALS n A UN-endorsed set of
See Principles Of Responsible                                                 investment decisions. Old Mutual       appropriate risk-adjusted returns
                                       transparency framework. Measures                                                                                         17 goals adopted in September
Investment (PRI).                                                             has been a signatory to the PRI        while building resilience in the
                                       of governance can include board                                                                                          2015, aimed at ending poverty,
                                                                              since June 2012.                       economies in which we operate.
                                       structure and independence,                                                                                              preserving the planet and ensuring
ENGAGEMENT v A purposeful              executive remuneration or auditor                                                                                        prosperity for all.
dialogue between shareholders and      independence. See ESG.                 PROXY VOTING v A form of               RESPONSIBLE OWNERSHIP
boards with the aim of ensuring a                                             voting whereby a shareholder with      n Speaks to how ownership of
company’s long-term strategy and                                              voting rights delegates his or her     shares brings with it important
                                       GREEN ECONOMY n A low-                 voting power to a representative
day-to-day management is effective     carbon, resource-efficient and                                                responsibilities, particularly the right
and aligned with shareholders’                                                (in this case, the asset manager)      to vote and engage on key matters
                                       socially inclusive economic growth     to enable a vote in absence at a
interests. See Engagement &            path for improved human well-                                                 influencing how an investee
Responsible Ownership.                                                        company’s annual general meeting       company operates. See Stewardship
                                       being and social equity while          or special meeting.
                                       reducing environmental risks. It is                                           & Engagement.

ENVIRONMENTAL FACTORS                  an alternative concept to typical
                                       industrial economic growth, which      RENEWABLE ENERGY n                     SOCIAL FACTORS n Issues
n Issues related to resource use,                                             Electricity harvested from resources
                                       focuses on increasing GDP above all                                           related to social themes, such as
pollution, climate change, energy                                             that are naturally replenished,
                                       other goals.                                                                  demographic changes, social trust
use and other environmental                                                   such as sunlight, wind, water and
challenges and opportunities that                                                                                    and transformation. Investors may
                                                                              geothermal heat.                       use the analysis of these factors to
do or could impact the shareholder     IMPACT INVESTING v Investing
value. See ESG.                        with the primary goal of achieving                                            gauge the contribution a company
                                       specific, positive social benefits,                                           makes to society or assess a
                                       while also delivering an attractive                                           company’s ability to adapt to the
ESG n Stands for environmental,                                                                                      social pressures.
                                       investment return. Typically, these
social and governance factors,
                                       are investments in projects with
the three categories of factors
                                       clear social goals, for example,
investors consider with regard to an
                                       education or housing.
investment’s sustainable practices.
See Environmental Factors, Social
Factors & Governance Factors.
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
FOREWORD                                                                                                                                                    FOREWORD

 A MESSAGE FROM KHAYA
                                          In South Africa, we are faced with a unique set of challenges, ranging
                                          from extreme social inequality, poor economic growth and lagging
                                                                                                                        RESPONSIBLE INVESTING AFFORDS US THE
 KHAYA GOBODO                             infrastructure to increasing environmental stress. These challenges           OPPORTUNIT Y TO PURSUE SUPERIOR, RISK-
Managing Director                         have created an important opportunity for us as we believe we have            ADJUSTED RETURNS FOR OUR CLIENTS; WHILE
                                          a responsibility to constructively contribute to creating a sustainable
                                          and an inclusive future for all, without sacrificing return outcomes          AT THE SAME TIME POSITIVELY IMPACTING
                                          for our clients. As custodians of our clients’ wealth and acting on           THE COMMUNITIES AND ENVIRONMENT THAT
                                          their behalf, we have a real commitment to this responsibility, which
                                          is encapsulated in our overall approach to responsible investing
                                                                                                                        WE OPERATE IN.
                                          across all our asset classes.

 MAKING ESG OUR                           For example, the MSCI Emerging
                                          Market ESG Leaders Index, which
                                                                                drive positive change with regulators
                                                                                and industry bodies. On this note,
 BUSINESS                                 focuses on companies with             we’ve supplied a few case studies
                                          higher sustainability performance     to demonstrate our on-the-ground
 Environmental, social and                than their peers in their sector,     approach to active ownership.
 governance (ESG) factors have            outperformed the MSCI’s standard
 become increasingly important            emerging markets index on a total     We also highlight where the
 considerations for both asset            return basis by 103% during the       R122 billion we committed, on
 owners and investors. This isn’t         past decade.                          behalf of our clients, has been put
 surprising, because the nature of                                              to work in Africa’s green economy.
 the world as we know it is at stake.     FOR A FUTURE THAT                     This is another illustration of how
 We face a very real existential crisis
 if our impact on society and the
                                          MATTERS                               we’ve long moved from just thinking
                                                                                or talking about sustainability to
 environment continues unabated.                                                tangible action.
 There is a recognition that we all       In this publication, our team
                                          details our Responsible Ownership
 have a responsibility in creating a
                                          programme, our contribution to the
                                                                                YOUR THOUGHTS?
 sustainable future for all.
                                          green economy and our integration
                                          of ESG into our investment            With all the progress we’ve achieved
 What is becoming clearly
                                          processes.                            so far, it’s important to note that
 apparent is that integrating ESG
                                                                                we are part of a greater ecosystem
 considerations does not have to
                                          We define responsible ownership,      and so cannot redirect the ship
 come at a cost to returns. To the
                                          or stewardship, as the active and     alone. With that said, we would
 contrary, there is emerging evidence
                                          responsible management of our         love to hear your views on how we
 these factors can make a positive
                                          clients’ assets to ensure ESG risks   can contribute more or differently
 contribution to client returns.
                                          are reduced and opportunities are     towards a sustainable tomorrow
                                          captured. We do this through our      for us all. Please email us at
                                          active approach to proxy voting at    listening@oldmutualinvest.com.
                                          company meetings, engaging with
                                          companies and by ensuring that we     I hope you enjoy the read!
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
RESPONSIBLE INVESTMENT

     JON DUNCAN
Head of Responsible
                                                                                                                        HARNESSING ESG                          long-term business strategies. Our
                                                                                                                                                                position was communicated in an
                                                                                                                                                                                                         systems to track and report on the
                                                                                                                                                                                                         contribution our clients’ capital
         Investment
                                                                                                                        DATA IN LISTED                          open letter to the CEOs of the largest   makes towards the United Nations
                                                                                                                        EQUITY                                  listed companies in South Africa and     Sustainable Development Goals
                                                                                                                                                                supported by direct engagements          (SDGs).
                                                                                                                        Leveraging both quantitative and        thereafter.
                                                                                                                        qualitative insights means that                                                  DRIVING
                                                                                                                        we can stay on top of ESG issues        DRIVING GREEN                            INNOVATION
                                                                                                                        as they arise in the listed markets.
                                                                                                                                                                GROWTH THROUGH
   OUR APPROACH                                                                                                         During 2018 we developed an
                                                                                                                        algorithm that processes ESG data
                                                                                                                                                                ALTERNATIVES                             A standout innovation that we
                                                                                                                                                                                                         brought to the market in 2018 was

   TO RESPONSIBLE
                                                                                                                        into a proprietary ESG score. We
                                                                                                                                                                Across Old Mutual Alternative            our ESG Index Fund range for retail
                                                                                                                        can then use this ESG score in our
                                                                                                                                                                Investments (OMAI), Old                  investors. This range was a first
                                                                                                                        quantitative equity strategies and

   INVESTMENT
                                                                                                                                                                Mutual Specialised Finance and           for South Africa and was built on
                                                                                                                        separately to focus qualitative ESG
                                                                                                                                                                Futuregrowth – all part of Old Mutual    our experience of offering similar
                                                                                                                        research across our fundamental
                                                                                                                                                                Investment Group – we manage             products to the institutional market
                                                                                                                        equity strategies.
                                                                                                                                                                approximately R122 billion of our        – where we currently have in excess
                                                                                                                                                                                                         of R10 billion of our clients’ capital in
     Our approach to Responsible        From a responsible investment
                                                                                                                        LISTED EQUITY                           clients’ capital in green economy
                                                                                                                                                                investments, both debt and equity.       ESG index products. These passive,
       Investment is motivated by       perspective, 2018 was a milestone                                               STEWARDSHIP                             These businesses are a constructive      low-cost products are designed to
                                        year for the South African market.                                                                                      voice across a range of national         offer investors the opportunity to
        a clear understanding that
                                        The investment community                                                        Another important component             interest issues such as renewable        achieve benchmark-like returns by
         environmental, social and      became acutely aware of the need                                                of our responsible investment                                                    holding a basket of companies that
                                                                                                                                                                energy, land reform and governance
      governance (ESG) issues can       to work collectively to address ESG                                             commitment is our Listed Equity         at State-owned entities.                 is measurably better for the planet.
    and do impact returns. We are       issues, the JSE developed new                                                   Stewardship programme, which            Across OMAI we further enhanced          In 2019 we’ll continue to place
      bound by a fiduciary duty to      market regulation to strengthen                                                 cuts across some R300 billion of        our ESG integration practices by         responsible investment at the heart
       our clients to address these     governance, and the Financial                                                   client holdings. In July 2018, we set   investing in additional specialist       of our business, with an unrelenting
                                        Sector Conduct Authority                                                        out a clear position concerning our     skills and through investments in        focus on adding value to our clients’
      issues and, importantly, by a
                                        (FSCA) launched pension fund                                                    expectations of listed companies        the systems to track and report          portfolios while at the same time
      belief that it’s both the right   sustainability reporting guidelines                                             in relation to ethical leadership,                                               contributing towards a future that
                                                                                                                                                                on impact data. We now have the
             and smart thing to do.     for comment.                                                                    tackling transformation and                                                      matters.
                                                                                                                        integrating ESG issues into their
          Old Mutual Investment         For Old Mutual Investment Group,
     Group is guided by a publicly      our resolve and commitment to
            available Responsible       responsible investment is as strong
                                        as ever. The journey we began in
          Investment policy that
                                        2010 is gaining momentum, yet
         commits us to integrate
                                        remains focused on two priority areas:   SPECIALIST SKILLS
          ESG issues across all of
              our investment and        1. Deepening our ESG research and        We have a team of 11 full-time
          ownership capabilities.       integration practices.                   professionals working on a range of
                                                                                 ESG issues across our investment
          See our policies at www.      2. Focusing our capabilities on          capabilities. These specialists
                                        investment solutions that address        all bring deep insight into their
             oldmutualinvest.com
                                        long-term sustainability issues          respective areas of practice, which
                                        (for example, renewable energy,          cuts across our private equity,
                                        education, ESG indices).                 infrastructure, development impact,
                                                                                 agriculture, fixed income and listed
                                                                                 equities capabilities. The team
                                                                                 works across a range of sectors and
                                                                                 geographies and brings a unique
                                                                                 insight into investment risk and
                                                                                 opportunity.
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
WHO WE ARE                                                                                                                                                    FUNDAMENTAL INVESTMENTS

ABOUT US                                                                 SIBONISO NXUMALO,                            FOR BETTER RISK-
                                                                                                                      ADJUSTED RETURNS
                                                                               Boutique Head,
                                                                           Old Mutual Equities

                        OUR VISION      OUR MISSION

TO GENERATE SUSTAINABLE LONG-TERM       To relentlessly pursue                The integration of environmental,       leverage both quantitative and            – this may translate to an adjustment
                                        investment excellence, within         social and governance (ESG) issues      qualitative ESG research inputs into      of our base case and/or bull-bear
 RETURNS THAT MAKE A DIFFERENCE IN      and across our boutiques, to          in fundamental analysis, valuation      our processes. We do not apply hard       case analysis. In each instance
                OUR CLIENTS’ LIVES.     help our clients achieve their        and portfolio construction has          exclusions unless mandated by our         the analysts on the company are
                                        investment goals.                     become increasingly important           clients.                                  required to prepare a detailed note
                                                                              in recent years given the growing                                                 on how the material ESG issues
                                                                              number of corporate events              Our approach to ESG integration           have been considered in the overall
                                                                              which have adversely impacted           is a structured and repeatable            company valuation and buy/hold/sell
                                                                              companies’ ability to sustainably       process that is led by our portfolio      recommendation.
                                                                              generate quality earnings and           managers and investment analysts
                               WE RELENTLESSY PURSUE                          positive returns for shareholders.      in conjunction with our dedicated         When it comes to ownership, we
                               INVESTMENT EXCELLENCE
                                                                              The recent large-scale governance       specialist ESG research unit. The         are active stewards of our clients’
                                                                              failures in the state and listed        first step in the process involves        assets and exercise voting rights and
                                                                              corporates has highlighted that         screening our investment universe         regularly engage with management
                                                                              investors need to consider more         with a proprietary ESG quantitative       teams and boards. A more detailed
                                                                              than the “quantitative” assessment      tool developed by our specialist          summary of our proxy voting and
                                                                              of “fundamental value” in investing     ESG team. This tool highlights a          company engagement is provided in
                       INVESTING                                              clients’ funds.                         company’s exposure to accounting          our Responsible Ownership Report.
   WE ARE OLD MUTUAL                      WE OPERATE AS
                       FOR A FUTURE                                                                                   and governance related risks,
   INVESTMENT GROUP                       INDEPENDENT BOUTIQUES               Old Mutual Equities’ (OME’s)            external and internal exposures
                       THAT MAT TERS                                          approach to ESG integration             to environmental and social risks
                                                                              is in principal guided by our           (taking into account the firm’s
                                                                              investment philosophy and               capability in managing these risks),
                                                                              approach. We believe in an              as well as a company’s history of
                                                                              enhanced value approach which           controversial events. We use these
                                                                              entails complementing rigorous          insights to focus our qualitative/
                                                                              bottom-up fundamental valuation         fundamental ESG research,
                               WE INVEST ALONGSIDE
                               OUR CLIENTS                                    work in the research portion of         which aims to give dimension
                                                                              our process with three confirming       to the identified risks in terms of
                                                                              quantitative factors: quality, growth   materiality and financial impact
                                                                              and sentiment in our portfolio          over a short, medium and long-
                                                                              construction process. The portfolio     term time horizons. Depending
                                                                              construction process is where we        on the availability of data, we may
                                                                              combine our bottom-up research          also engage directly with company
                                                                              with risk considerations alongside      management to better understand
                                                                              our quantitative factors to construct   the issues in more detail.
                                                                              portfolios that expose clients to our
                                                                              best ideas while protecting them        For example, our ESG risk screening
                                                                              from unintended risks. With this        may identify climate change risk as
                                                                              perspective, we understand the          a concern to a particular company.
                                                                              macro-thematic business case for        In this case, we will undertake deep-
                                                                              sustainability and the underlying       dive research on how the issue may
                                                                              company value drivers associated        impact the company’s core financial
                                                                              with ESG issues. As such, we            metrics and competitive positioning
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
FUNDAMENTAL INVESTMENTS                                                                                                                          FUNDAMENTAL SOLUTIONS

                      WHAT IT TAKES TO
                      BE RESPONSIBLE
PETER BROOKE
 Boutique Head,

                      CUSTODIANS OF
 MacroSolutions

                      OUR CLIENTS’
                      CAPITAL
    WHEN MATERIAL     Responsible investment is
                      important. It is relevant. And we
                                                               investment now or in the future.
                                                               Most often, these issues screen as
       ISSUES ARISE   engage with it on a daily basis. We      negative themes and form part of
     THAT WE THINK    are committed to incorporate ESG         our decision not to own a company.
                      factors into our investment and
    COULD DAMAGE      ownership decisions. We deliver to       For instance, as part of our
       OR ENHANCE     our commitment by considering            investment process we had decided

      SHAREHOLDER     two sides of responsible ownership:
                      firstly, whether to own an asset (pre-
                                                               to place a negative Theme score on
                                                               Steinhoff’s corporate governance
          VALUE, WE   trade) and, secondly, influencing the    as far back as 2015. While this
                                                                                                       OWNERS: POST-                              When material issues arise that we
    ACTIVELY LOBBY    outcomes on assets that we already       meant that since then we became
                                                                                                       TRADE                                      think could damage (or enhance)
                      own (post-trade).                        active sellers of the shares, it also
    FOR CHANGE.                                                stopped us from buying shares
                                                                                                                                                  shareholder value, we actively lobby
                                                                                                       Given the small universe of shares         for change. For instance, following
                      RESPONSIBLE                              when they got cheaper. This is a
                                                                                                       in South Africa, it is in our interests    the listeriosis outbreak at Tiger
                      INVESTORS: PRE-                          good example of our philosophy in
                                                                                                       to actively engage with companies          Brands’ meat processing factories,
                      TRADE                                    practice, given what ensued from a
                                                               corporate governance perspective
                                                                                                       in order to get the best long-term         we felt the company’s focus was
                                                                                                       outcomes for our clients. We invest        only on the short-term cost of
                      The first stage of incorporating         for the company. As another
                                                                                                       in a company with an expected              potential payouts and loss of sales.
                      ESG factors into our decision-           pre-trade example, we don’t own
                                                                                                       time horizon of around five to             We pushed the board of directors to
                      making happens when we review            commodity producer Sibanye,
                                                                                                       10 years. As long-term investors, we       address the damage to brand value,
                      an investment for inclusion in           based on a negative Theme score
                                                                                                       need those companies to do the             as it could impact the long-term
                      our portfolios. Our philosophy           arising from social impact concerns.
                                                                                                       right thing – whether that be how          profitability of the business. You can
                      incorporates a uniquely two-             Deep-level mining is very risky
                                                                                                       they allocate capital, remunerate          read more about our approach in
                      dimensional investment approach          from a fatality point of view and
                                                                                                       themselves or invest to grow.              our Responsible Ownership Report.
                      of “Theme” and “Price”, on an            Sibanye has been among the worst
                                                                                                       Decisions made by companies
                      equally weighted basis. Under            in this regard. Coupled with the
                                                                                                       today impact their longer-term             By integrating ESG considerations
                      Theme, in addition to considering        company’s antagonist relationship
                                                                                                       sustainability and hence                   into our investment framework we
                      the macroeconomic environment            with labour, we are presented with
                                                                                                       the investment outcomes for                have managed to avoid owning
                      that drives the performance of           a sizeable hurdle to ownership. Of
                                                                                                       our clients.                               a number of “landmines”. For
                      the investment, we also consider         course, the factors raised in these
                                                                                                                                                  those companies that we do own,
                      industry dynamics and company            examples are dynamic and they
                                                                                                       While we are able to draw on               we actively engage with their
                      specifics. In doing so, we look for      can be resolved. We therefore
                                                                                                       the expertise of our Responsible           leadership, through voting and
                      any environmental, governance or         do not regard such hurdles to
                                                                                                       Investment team as specialists             lobbying for change, to drive the
                      social issues that may impact the        be permanent and monitor for
                                                                                                       on ESG-related engagement,                 best possible outcome for long-
                                                               any thematic improvement with
                                                                                                       the responsibility to ensure that          term value. As custodians of our
                                                               the same diligence as we would
                                                                                                       companies do the right thing sits          clients’ wealth, we are focused on
                                                               monitor Price action.
                                                                                                       with the portfolio manager. As             delivering returns sustainably and
                                                                                                                                                  our philosophy of “theme” and
                                                               RESPONSIBLE                             active custodians, we regularly vote
                                                                                                       on company resolutions (see our            “price” has worked well in growing
                                                                                                       Responsible Ownership Report),             and protecting our clients’ capital.
                                                                                                       but our level of engagement is
                                                                                                       much more than just proxy voting.
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
SYSTEMATIC INVESTMENTS                                                                                                                                     SYSTEMATIC INVESTMENTS

     GRANT WATSON                              FOR THE TRUE                                              OUTPERFORMANCE WITH ESG INDICES
                                                                                                         .

                                               LONG-TERM
       Boutique Head,                                                                                    Markets have been experiencing an increase in low-cost indices that offer
Old Mutual Customised                                                                                    ESG-led mandates and champion responsible investment. ESG-led index-

                                               INVESTOR
             Solutions                                                                                   tracking products can offer investors the opportunity to send signals to
                                                                                                         capital markets that sustainability considerations are of prime importance,
                                                                                                         without adversely affecting the risk-return characteristics of an investor’s
                                                                                                         financial returns while also benefiting from substantially lower fees.

                                                                                                         Old Mutual Customised Solutions, with its scale and depth of experience,
                                               As a boutique that offers bespoke investment solutions,
       FRANK SIBIYA                                                                                      launched the very first responsible investment equity index fund in South
                                               our commitment to responsible investment involves
    Portfolio Manager                                                                                    Africa in 2016. The Old Mutual Responsible Investment Equity Index Fund
                                               examining appropriate mechanisms to integrate             invests in companies that have measurably better ESG performance than
                                               relevant and material ESG factors into our investment     their sector peers. This is particularly attractive to long-term investors that
                                               decision-making processes.                                value sustainable economic themes, given their extended investment time
                                                                                                         horizon. Looking through the lens of sustainability gives better insight into
                                                                                                         the risks and opportunities a company faces.

       Our goal as a manager is to provide                                                               CREATING THE RESPONSIBLE INVESTMENT
      our clients with superior investment                                                               EQUITY INDEX
      returns over the long run, regardless
          of the mandate. In this pursuit of                                                             To produce the responsible investment equity index, we took Morgan
         long-term returns, we pay careful                                                               Stanley Capital International’s (MSCI’s) ESG-related data – collected through
               attention to the analysis and                                                             its in-house research capability – and through a proprietary weighting
         management of risk across all our                                                               methodology, built an index that has exposure to the most sustainable
        portfolios, including ESG risks. Our                                                             companies in South Africa. Chart 1 shows the annualised return of the index
           business works closely with the                                                               relative to the JSE Shareholder Weighted Index (SWIX).
         dedicated Old Mutual Investment
            Group Responsible Investment
                                                                                                         Table 1 illustrates how the excess return depicted in Chart 1 was also achieved
      team who support us with ESG data
                                                                                                         at a similar volatility to the SWIX.
    inputs. We leverage this ESG data into
        our adaptive strategies, which vary
      exposure to sources of excess return                                                               CHART 1 ANNUALISED RETURN SINCE INCEPTION
      on a dynamic basis. Additionally, we
         have leveraged ESG data insights                                                                    6,00%
                                                                                                                              5.37%

       as the basis of launching a series of                                                                 4,00%                                     2.94%                         2.43%
         ESG index based funds. Across all                                                                   2,00%
     our products we undertake an active                                                                     0,00%
     ownership approach, which includes
    proxy voting and engagement so that
                                                      THIS FUND ALLOWS                                               Old Mutual Responsible
                                                                                                                        Investment Index
                                                                                                                                                  JSE Shareholder
                                                                                                                                                  Weighted Index
                                                                                                                                                                               Excess Return

      we proactively drive positive change                INVESTORS THE
     and long-term sustainable outcomes
                                                        OPPORTUNIT Y TO                                  Source: Old Mutual Investment Group. Figures as at January 2019.
                                                                                                         Old Mutual Responsible Investment Index’s inception date is 1 April 2016.
                                                        VOTE WITH THEIR
                                                     FEET BY REWARDING                                   TABLE 1: OLD MUTUAL RESPONSIBLE INDEX VS THE SWIX
                                                        COMPANIES THAT
                                                       VALUE ESG ISSUES                                      INDICES					                                               VOLATILITY SINCE INCEPTION*

                                                         AHEAD OF THEIR                                      Old Mutual Responsible Investment Index                     10.35%
                                                         PEERS WITHOUT
                                                                                                             JSE Shareholder Weighted Index		                             10.68%
                                                          COMPROMISING
                                                          BROAD MARKET
                                                                                                         Increasing awareness of the importance of ESG factors in an investment
                                                              EXPOSURE.                                  approach is translating into strong demand for sustainability-themed
                                                                                                         investment products. And ESG-led indices in particular offer the savvy
                                                                                                         investor meaningful exposure to these solutions.
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
FIXED INCOME                                                                                                                                                                                                                      FIXED INCOME

                                                  AN UNWAVERING                                                                         ENGAGEMENT IS KEY                        compliance, among others. On
                                                                                                                                                                                 these occasions, we engage with
                                                                                                                                                                                                                         that our focused and dynamic
                                                                                                                                                                                                                         approach has set us apart in this

                                                  COMMITMENT TO
 ANGELIQUE KALAM
                                                                                                                                                                                 the borrowers to ensure that the        field. We add value to our clients’
Manager: Sustainable                                                                                                                    We have a large, skilled credit
                                                                                                                                                                                 risk is minimised as far as possible,   portfolios by integrating ESG into
Investment Practices,                                                                                                                   team and we’re able to negotiate

                                                  ESG INTEGRATION
                                                                                                                                                                                 and, importantly, that long-term,       our investment processes and
  Futuregrowth Asset                                                                                                                    specific terms in loan agreements
                                                                                                                                                                                 proactive strategies are devised        engaging borrowers on material
        Management                                                                                                                      on behalf of our clients – and have
                                                                                                                                                                                 and implemented to manage               issues that affect the sustainability
                                                                                                                                        the added benefit of being able
                                                                                                                                                                                 the risk and the impact on future       of their business. We also strive
                                                                                                                                        to structure many of these loans
                                                                                                                                                                                 revenues. Learnings from these          to add value to our industry by
                                                                                                                                        internally. As lenders, we seek strong
                                                                                                                                                                                 events are shared internally and        engaging the market around
    KEY TAKEOUTS                                                                                                                        covenants in order to protect our
                                                                                                                                        clients during the term of a loan,
                                                                                                                                                                                 applied across all our investments,     improving capital market standards
                                                                                                                                                                                 where applicable, to the benefit of     while being mindful of the issues
                                                                                                                                        for example, we require borrowers
                                                                                                                                                                                 all our clients in the end.             summarised in this article’s key
    •      ESG risks can impair an issuer’s credit quality                                                                              to report timeously on any material
                                                                                                                                                                                                                         takouts aforementioned.

    •      There is no standard set of ESG risk parameters for fixed income, it differs across
                                                                                                                                        events that could affect the credit
                                                                                                                                        quality of the loan. Examples of
                                                                                                                                                                                 A COMPETITIVE
           issuers and sectors                                                                                                          such events could be reputational        ADVANTAGE
                                                                                                                                        damage to the company due to
                                                                                                                                        a failure to respond timeously to        In our rapidly changing
    •      ESG is full of judgement and biases; as managers we should exercise judgement
                                                                                                                                        poor product quality that resulted       environment where responsible
                                                                                                                                        in harm to consumers, extreme            investment practices are gaining
    •      Build investment processes that earn sustainable returns                                                                                                              momentum and evolving,
                                                                                                                                        weather incidents that caused
                                                                                                                                        unforeseen production losses,            the financial services industry
    •      ESG should never compromise risk/return principles                                                                                                                    continues to grapple with risks
                                                                                                                                        or unanticipated expenditure
                                                                                                                                        relating to health and safety non-       of an ESG nature. We believe

                      Futuregrowth manages
        approximately R185 billion of assets
                                                  APPLYING ESG
         in the fixed income space, ranging
                                                  ANALYSIS TO FIXED                           EX AMPLES OF
            from money market, vanilla and        INCOME                                      SCREENING
              inflation-linked bonds to high-
           yielding credit bonds, and a suite     Our primary objective is to earn
                                                                                              CRITERIA COULD
           of developmental (impact) funds        appropriate risk-adjusted returns at        INCLUDE:
             across a variety of asset classes.   all times for our clients. As such, it is
                                                  necessary that ESG screening and            ENVIRONMENTAL
           As defined by our Responsible          analysis forms part of an integrated        Does the company assess the
      Investment philosophy, we seek to           investment process across our               environmental risks arising from its
    promote sustainable environmental,            wide range of mandates. In this             operations, and what processes are
        social and governance (ESG) best          way, non-financial ESG indicators           in place to do this and how do they
     practice in our investee companies.          are assessed along with financial           mitigate these risks?
           We believe that ESG issues are         and credit indicators in order to
           key components in managing             produce a holistic risk profile of          SOCIAL
     investment risk. A lack of attention         any new or existing loan, at a given        What impact do the company’s
       or management of ESG issues can            point in time. We use a variety of          activities have on local communities
          have a negative impact on risks         tools and inputs for this purpose,          and other stakeholders?
           and rewards – as evidenced in          and these are constantly fine-tuned
       many recent headlines relating to          as new learnings arise. The fixed           GOVERNANCE
         governance failures in the South         income asset class is complex due           Does the company routinely disclose
                          African market.         to the wide variety of issuers, and         material transactions that involve
                                                  therefore there is no “one-size-fits-       conflicts of interest of any directors,
                                                  all” solution to analysing companies        and any fines or regulatory non-
                                                  on sustainability issues. Therefore,        compliance – and is there a record
                                                  there will be variances in our              of how these situations have been
                                                  approach to, for example, issuers           addressed?
                                                  in the listed space versus those in
                                                  private debt.
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
ALTERNATIVE INVESTMENTS                                                                                                                                          ALTERNATIVE INVESTMENTS

DEAN ALBOROUGH                                ESG INTEGRATION
     Head of ESG,
       Old Mutual                             INTRINSIC TO                           The ESMS is tailored for each OMAI business capability and comprises a
                                                                                     set of policies, procedures, tools and reporting guidance that have been

                                              ALTERNATIVE
        Alternative
                                                                                     customised for the various funds. This enables each fund to identify, assess,
      Investments
                                                                                     manage and report on ESG risks associated with their assets and portfolio

                                              INVESTMENTS
                                                                                     companies, and to identify opportunities for positive impact. The ESMS fully
                                                                                     integrates ESG into the OMAI investment lifecycle.

              Old Mutual Alternative                                                     AN OVERVIEW OF OUR ESMS
  Investments (OMAI) is one of the
     largest alternative investment
                                                                                         Raise Funds / LP Engagement                        ES Policy
      managers in Africa, with over
    R58 billion under management
                                                                                            Screening Investments                         ES Screening
    in infrastructure, private equity
      and impact investing. As well
                                                                                                                                                                                   Aggregated
           as delivering sustainable,                                                           Due Diligence                                 ESDD
                                                                                                                                                                                   OMAI Annual
   superior returns to investors, we                                                                                                                                     Outputs
                                                                                                                                                                                   Reporting &
                                                                                                                                                                          KPIs
       also seek to create a positive,                                                   Decision-making Agreements                  ES Term Sheet Clauses                          Monitoring
            long-term impact in the
      communities we live, operate
                                                                                         Management and Monitoring                    ES Monitoring Tools
                        and invest in.

       At the heart of OMAI’s investment                                                            Exit                              ES Vendor DD Tools
             objectives and processes is a
             commitment to responsible
                 investment. We take into
       consideration the environmental,                                              The ESMS enables us to:
     social and governance (ESG) factors
    that accompany our investment and
                                              ABOUT OMAI
                                                                                     •    Integrate ESG issues directly into investment decision-making processes;
                     ownership decisions.
                                              We operate under four capabilities:
                                                                                     •    Set clear requirements for portfolio companies to develop and
            To this end, we’ve developed                                                  implement ESG systems to ensure they meet OMAI’s ESG standards;
        and implemented an integrated         •   African Infrastructure
              Environmental and Social            Investment Managers (AIIM)
                                                                                     •    Provide a framework for reporting and disclosure on ESG aspects to
        Management System (ESMS) – a              invests in infrastructure assets
                                                                                          OMAI by portfolio companies; and
      robust and an embedded system               across Africa.
     that addresses environmental and                                                •    Work in partnership with portfolio companies to help them identify and
                                              •   Private Equity (OMPE) invests
     social management requirements                                                       implement ESG opportunities and create sustainable value-add that
                                                  in unlisted businesses across a
      across all our fund portfolios. It is                                               enhances their overall financial performance.
                                                  number of sectors.
          also a mechanism for efficient
       and transparent ESG reporting to                                              We receive specific ESG quantitative and qualitative information from
                                              •   Fund of Funds (OMFoF) invests
                        our stakeholders.                                            portfolio companies as part of the asset management/monitoring phase of
                                                  in African and international
                                                                                     the investment cycle. This allows us to measure and track ESG performance
                                                  private equity funds.
                                                                                     against key performance indicators (KPIs) for the portfolio company while
                                                                                     driving positive outcomes benchmarked against United Nations Sustainable
                                              •   Impact investing in affordable
                                                                                     Development Goals.
                                                  housing, schools and retirement
                                                  accommodation.
                                                                                     OMAI investment professionals use this information to produce better
                                                                                     outcomes in their portfolio companies.
THE FUTURE MATTERS INVESTMENT GROUP - Old Mutual Investment Group
ALTERNATIVE INVESTMENTS                                                        ALTERNATIVE INVESTMENTS

CASE STUDY |
BBOXX CAPITAL –
A SOL AR POWER
HOME SYSTEMS
COMPANY
In December 2018 the African
Infrastructure Investment Fund 3
(AIIF3) acquired a minority stake
in BBOXX’s operations in East
Africa, as part of a US$31 million
investment plan.

BBOXX Capital is a pay-as-you-go
solar electricity service company
that designs, manufactures and
distributes plug-and-play solar
home systems for off-grid rural
and peri-urban communities. AIIF3
has a minority interest in BBOXX’s
subsidiaries operating in Kenya,
Rwanda and the Democratic
Republic of Congo, referred to as
Next Generation Utilities (NGUs).      At the start of the deal ESG             documents and contracts to ensure
                                       screening was undertaken to              that the portfolio company meets
BBOXX’s vision is to provide 20        identify key risks and opportunities.    OMAI’s ESG requirements.
million people with electricity by     We also ensured the deal was
2020. BBOXX focuses on satisfying      aligned with the AIIF3 mandate,          From a company structure
the fundamental need for electricity   identifying the standards and            perspective, AIIF3 and BBOXX have
as well as providing superior          guidelines to be applied. We then        invested into a holding company
customer service.                      defined the scope of the due             called Beyond, which holds equity
                                       diligence phase and the skills and       in each of the NGUs. BBOXX also
To date:                               experience required by advisers          maintains a direct equity holding
                                       undertaking it. We appointed Ibis        in each of the NGUs. Three AIIM
OVER 250 000 PEOPLE                    ESG Consulting to conduct the            investment professionals sit on
have been positively impacted by       environmental and social due             the Board of Beyond, and at NGU
BBOXX solar products                   diligence (ESDD) for the transaction.    level in each country two AIIM
                                                                                representatives sit on boards,
4 GWH OF ENERGY                        Ibis ESG Consulting undertook a full     including an AIIM-appointed
have been generated using BBOXX        ESDD, including paying site visits       independent director on two of the
solar home systems                     and conducting detailed interviews       NGU boards. Within NGUs there are
                                       with BBOXX management. Findings          also audit and risk, remuneration
                                       from the ESDD then informed an           and ESG subcommittees. It
63 000 SCHOOL-AGED
CHILDREN                               environmental and social action          is through these governance
can now study comfortably              plan (ESAP), which would be              structures that AIIM drives ESG
                                       implemented in the business once         performance.
US$2.4 MILLION                         the transaction had been finalised.
has been saved in energy expenses      ESG implementation clauses
                                       were also incorporated into legal
40 000 TONNES OF CO2
has been offset
RESPONSIBLE INVESTMENT                                                                                                                                              RESPONSIBLE INVESTMENT

HYWEL GEORGE                                  GLOBAL SHIFTS                             will further put pressure on asset
                                                                                        manager margins as well as
                                                                                                                               management will be more clearly
                                                                                                                               defined. While passive investments
                                                                                                                                                                      impact investing, infrastructure
                                                                                                                                                                      investments, private equity, and

                                              IN THE ASSET
                                                                                        the need for them to invest in         may form the foundation of             credit (yield-enhancing) strategies.
     Director of
                                                                                        technology.                            multi-asset solutions, active and
   Investments
                                                                                                                               alternative investments that deliver   These global shifts highlight

                                              MANAGEMENT
                                                                                        3 Client-driven bespoke solutions /    high and non-correlated alpha will     two key pressures facing asset
                                                                                        Partnerships                           be important components that           managers: lower fees and the need

                                              INDUSTRY – AND
                                                                                        Investors increasingly want            boost performance.                     for sustainable profitability. Let’s
                                                                                        specific outcomes rather than                                                 now explore ways in which ESG
                                                                                        plain vanilla funds, e.g. bespoke      4 Search for sustainable alpha         could address these global shifts

                                              WHY RI MATTERS
                                                                                        multi-asset investment solutions for   The increased demand for               and their consequent pressures.
                                                                                        institutional investors, often with    alternative, non-traditional
                                                                                        an ESG ethos. In the coming years,     investment products continues to
                                                                                        the value of active and passive        grow, particularly the demand for

     More than 40% of US asset                From a real asset perspective, the
     owners have incorporated                 Netherlands’ largest pension fund
                                              investor, APG, has set internal ESG
           ESG factors into their
                                              targets. The €482 billion pension
       investment decisions, up               investment manager now invests
   from just 22% in 2013, states              €21.7 billion of its nearly €42 billion
  the annual Callan ESG Survey                property portfolio in sustainable
      Report (August 2018). The               assets – an increase of €1.3 billion
      top two reasons cited for               from 2017. The trend is similar in
                                              infrastructure, where €2.3 billion of
   this ESG incorporation were
                                              the €11 billion portfolio is deployed
     expectations to achieve an               in sustainable investments.
      improved risk profile and
         fiduciary responsibility.            Responsible investment is evidently
                                              becoming an important part of
     Many investment management               institutional clients’ investment
     advisers have also identified the        decision-making. So what are
       need to launch “ESG funds”, for        the key drivers causing the need
         example, UBS Global Wealth           for these responsible investment
          Management is now offering          strategies? Well, we have identified
        its clients sustainable funds in      some dominant global shifts that
   cooperation with the Swiss giant’s         call for greater, more intentional
        asset management arm. From            ESG integration.
        January to August 2018, UBS’s
    sustainable mandates, which the           These shifts will define the future
     new strategies are built on, have        of the asset management industry,
   doubled in size from CHF1.2 billion        both globally and here in South
      (€1.05 billion) to CHF2.45 billion      Africa:
                           (€2.15 billion).
                                              1 The growth of indexation (passive
                                              management)
                                              As indexation/passive funds
                                              continue to grow, pressure on active
                                              asset manager fees to be reduced
                                              will continue.

                                              2 Technological transformation /
                                              Evolution
                                              Technology and digitisation
                                              are expected to be increasingly
                                              disruptive to the industry – this
RESPONSIBLE INVESTMENT

                                                                                                                                                                                  THREE
PASSIVE AGGRESSION?
With the growth of indexation, ESG can be used as a differentiator in terms of ESG
passive offerings. In this respect Old Mutual Investment Group already offers a
variety of both local and global ESG funds. Our Customised Solutions investment                                                                                                   RESPONSIBLE
                                                                                                                                                                                  INVESTMENT
boutique manages the very first responsible investment equity index fund in
South Africa. For active managers, we have incorporated ESG into the investment
processes of our actively managed funds.

The search for sustainable alpha through alternative, non-traditional investment
products is a strategy well known to Old Mutual Investment Group. Across our                                                                                                      THEMES TO THINK
                                                                                                                                                                                  ABOUT IN 2019
alternative strategies – including impact investing, infrastructure investments,
private equity, and credit (yield-enhancing) investments – we apply an ESG filter/
consideration to each investment offering. This incorporation of ESG is also often
an essential component of a bespoke client solution.

Even with this increasing adoption of responsible investment practices, many                                                                                                      In 2019, we expect that the “G” factor in ESG, which is
critics still argue that ESG does not necessarily represent an alpha opportunity                                                                                                  governance, will remain front and centre for South African
but that it is more effective as a risk management tool. In our view this is not
                                                                                                                                                                                  investors. We anticipate a greater amount of shareholder
necessarily true, as indicated by Chart 2 below, which compares the MSCI
Emerging Markets ESG Leaders Index to the MSCI Emerging Markets Index (USD).
                                                                                                                                                                                  proposed resolutions at company annual general meetings,
                                                                                                                                                                                  coupled with more vocal pushback from civil society
                                                                                                                                                                                  organisations to corporate responses on ESG issues.

CHART 2: MSCI EMERGING MARKETS ESG LEADERS INDEX VS MSCI EMERGING
MARKETS INDEX (USD)

120%

100%
                 Since Inception Returns (Annualised)                                                                                                                             TRANSFORMATION                           SUSTAINABILITY AS                       DEATH OR TAXES?
80%              MSCI EM ESG                      4.07%                                                                                                                                                                    AN IMPERATIVE
                 MSCI EM		                        0.40%                                                                                                                           The social challenges of                                                         The South African Carbon Tax Bill
60%              Tracking Error                    3.57%                                                                                                                  56.7%   unemployment, skills development                                                 was passed in Parliament on 19
                                                                                                                                                                                                                           A driving force here will be the
40%                                                                                                                                                                               and inequality still facing South        Financial Sector Conduct Authority      February 2019. The Bill includes
                                                                                                                                                                                  Africa mean that transformation          Directive on Sustainability             a R120 per tonne carbon tax for
20%                                                                                                                                                                               remains a priority issue for investors   Reporting for pension funds. Our        primary greenhouse gas emitters, a
                                                                                                                                                                                  in 2019. Aside from Broad-Based          expectation is that this will drive a   carbon tax on liquid fuels, economic
0%                                                                                                                                                                        4.6%
                                                                                                                                                                                  Black Economic Empowerment               greater awareness amongst pension       incentives for energy efficiency and
                                                                                                                                                                                  score compliance, we see                 fund members of the sustainability      the use of carbon offsets as a means
-20%
                                                                                                                                                                                  addressing this issue as central to      practices in their funds. On the back   of reducing the tax burden. What
                                                                                                                                                                                  building a stable and prosperous         of this, the retail market in South     is envisaged is a phased approach,
-40%
                                                                                                                                                                                  South African economy, and so we’ll      Africa is also waking up to the fact    with the first phase extending
-60%                                                                                                                                                                              continue to champion progress            that they can and should have a         from June 2019 to December 2021,
                                                                                                                                                                                  through our engagement activities        choice when it comes to how their       escalated at 2% above CPI annually.
-80%                                                                                                                                                                              as we simultaneously drive inclusion     capital is managed. In this context,    With the planned implementation
                                                                                                                                                                                  and diversity within our own                                                     of the national carbon tax this year,
                                        Dec-09
                            Mar-09

                                                                                                                                                                                                                           our expectation is that there will be
      Sep-07

                 Jun-08

                                                                                                                                                        mar-18
                                                   Sep-10

                                                                                                                                                                 Dec-18
                                                                                                                             Dec-15

                                                                                                                                      Sep-16
                                                                                     Dec-12

                                                                                                                    Mar-15
                                                                                                  Sep-13
                                                                          Mar-12

                                                                                                           Jun-14

                                                                                                                                               Jun-17
                                                              Jun-11

                                                                                                                                                                                  organisation.                            growth in demand for ESG-themed         we expect that the climate change
                                                                                                                                                                                                                           products and, coupled with this,        debate in South Africa will gain
(Net Total Returns as of 30 June 2018) | Performance price to 6 June 2013 has been back-tested.
                                                                                                                                                                                                                           innovations in this area.               further traction and expect greater
                                                                                                                                                                                                                                                                   investor focus on costs, disruption
                                                                                                                                                                                                                                                                   and transition risks.
So, as these global shifts continue to gain momentum, the need to look to ESG
as a cornerstone to manage the impending changes to their landscape has never
been more important to investors, which include millennials, many pension and
provident funds, and asset managers.
AN ACTIVE
OWNER
            INVESTMENT GROUP
            DO GREAT THINGS EVERY DAY
RESPONSIBLE OWNERSHIP                                                                                                  RESPONSIBLE OWNERSHIP

                                        2018 – A DEFINING
                                        YEAR FOR OUR
ROBERT LEWENSON
       Head of ESG
      Engagement

                                        LISTED EQUITY
                                        STEWARDSHIP
             Old Mutual Investment      On reflection, 2018 was a watershed
                Group’s Responsible     year for listed equity stewardship
                                        (here we mean primarily proxy
          Investment team worked
                                        voting at company meetings and
          in tandem with our listed     engagement on ESG issues with
      equity analysts and portfolio     company management). This was
         managers throughout the        not only as a result of the various
           year to highlight the key    corporate controversies which
       ESG risks and opportunities      plagued the South African market,
                                        but also an evolving sense of
        with companies and across
                                        urgency to rectify gaps in corporate
          sectors. The focal point of   governance reporting, with
        our work in this regard was     changes being proposed to both
       the themes identified in our     the Companies Act (for the first
     letter to the CEOs of the JSE’s    time since enactment) and the JSE
                                        Listing Requirements.
                                                                                THE STRENGTH OF                          made regarding remuneration
      Top 100 companies – namely                                                                                         practices but also highlight where
                                                                                OUR RESPONSIBLE                          more work is still required. Lastly,
         transformation, long-term
                                        We also saw a significant increase in   OWNERSHIP                                our retail sector analyst will describe
         sustainability strategy and    the number of institutional investors   APPROACH                                 how research into the retail sector’s
                  ethical leadership.   taking their stewardship obligations                                             previous poor performance on
                                        more seriously, with collaborative      For our clients it’s essential that      transformation led to engagements
                                        engagements among institutional         we build trust as the stewards of        with key companies in the sector.
                                        investors to address ESG concerns       their long-term capital by showing
                                        becoming ever more prevalent. On        the strength and conviction of our       With the strengthening of our
                                        a market level we saw a revitalised     approach to the ESG issues which         responsible investment research
                                        Code of Responsible Investing in        affect the long-term value of the        and valuable lessons learnt about
                                        South Africa (CRISA) committee          assets we manage on their behalf.        the necessity of robust stewardship
                                        undertake significant action to push                                             practices with our investee
                                        the investment value chain to adopt     In this year’s report we show how        companies over the years, we’ve
                                        standardised reporting practices on     we expect our investee companies         entered 2019 excited about the
                                        responsible investment, including       to engage appropriately with the         opportunity to continue working for
                                        stewardship.                            abovementioned ESG themes by             our clients by engaging the market
                                                                                sharing some of the experiences          in a meaningful manner. Expanding
                                                                                our listed equity investment teams       our role in providing listed equity
                                                                                had during the year. We ask our          stewardship services to a broader
                                                                                MacroSolutions portfolio managers        client base will be an important
                                                                                how they responded to the tragic         part of this journey.
                                                                                listeriosis outbreak at the operations
                                                                                of Tiger Brands Limited. Our Old
                                                                                Mutual Equities portfolio managers
                                                                                reflect on some of the progress
RESPONSIBLE OWNERSHIP                                                                                                       RESPONSIBLE OWNERSHIP

OUR LISTED EQUITY
STEWARDSHIP IN 2018

ESG ENGAGEMENTS PER CATEGORY

Regulatory Risk 2%            Remuneration Report 2%
                                                                                    56%
                                                                                    ENGAGEMENTS WITH THE FINANCIAL
Food Safety 2%                    Water Usage 2%                                    SECTOR MOSTLY FOCUSED ON
                                                                                    REMUNERATION ISSUES
Financial Mismanagement 2%

Ethical Leadership 2%
                                                                                    PROXY VOTING
Director Attendance 2%
                                                               Remuneration
Cybersecurity 2%                                                                    Old Mutual Investment Group
                                                               Policy 27%
Auditor Remuneration 2%                                                             exercises each proxy on the merits
                                                                                    of the case, and from the viewpoint
Board Independence 4%                                                               of the client, without regard
                                                                                    to any interests of Old Mutual
                                                                                    Investment Group, its employees,
BBBEE Transaction 4%
                                                                                    officers, directors or its associated
                                                                                    companies.

Audit Committee 4%                                                                  FIGURE 1:
                                                                                    PROXY VOTE RESULTS FOR 2018

Transformation 5%
                                                                                                                   9%
                                                                  Board
                                                                  Composition 11%
ESG Strategy 5%
                                                                                             150 764
Succession Planning 7%                                                                    VOTES IN TOTAL

                                                   Auditor Appointment 9%

                             Climate Change 7%                                                                     91%

                                                                                          FOR - 141 900
                                                                                          AGAINST - 10 864
RESPONSIBLE OWNERSHIP                                                                                                             RESPONSIBLE OWNERSHIP

   RESOLUTIONS WE VOTED AGAINST – SPLIT BY SECTOR
                                                                                                                                     PROXY VOTING ON
                                                                                                                                     THE ELECTION OF
                                         Capital Management                                                                          DIRECTORS
                    Shares Under the Control of Directors
                                                                                                                                     •   High priority issues:
                                         Remuneration Report
                                         Remuneration Policy                                                                         •   Independence
                                          Remuneration other
                            Memorandum of Incorporation
                                                                                                                                     •   Attendance and participation at
                                                                                                                                         meetings
                                          General Resolutions
                                          Financial Assistance                                                                       •   Experience
                                          Election of Directors’
                                                                                                                                     •   Qualifications – including diversity.
                                                 Director Fees
Authority Granted to Director to Implement a Specific....
                                   Appointment of Auditors
                                                                                                                                     SECTORS WHERE WE WERE MOST
   Appointment of Audit and Other Committee Groups
                                                                                                                                     ACTIVE IN RESPECT OF
                                                                   0%   2%   4%    6%      8%     10%    12%    14%      16%   18%   REMUNERATION IN 2018

                                                                                                                                     Most represented sector           Count
       Consumer Discretionary                  Financials                    Consumer Staples               Healthcare
                                                                                                                                     Real Estate			18
       Utilities                               Industrials                   Real Estate                    Materials
                                                                                                                                     Materials			16
       Information Technology                  Communication Services        Energy                                                  Financials			15
                                                                                                                                     Consumer Discretionary		            9
   Source: Old Mutual Investment Group                                                                                               Industrials			7
                                                                                                                                     Consumer Staples		                  4
                                                                                                                                     Communication Services		            4
                                                                                                                                     Information Technology		            3
                                                                                                                                     Healthcare			1
                                                                                                                                     Energy				1
                                                                                                                                     Total				78
   PROXY VOTING FOR 2018 ON REMUNERATION
   Relative to the market, Old Mutual Investment Group is stricter when it comes to voting against
   the remuneration policies and reports of the companies in which we invest.                                                        KEY TAKEOUT FOR
                                                                                                                                     PROXY VOTING ON
                                                                                                                                     THE ELECTION OF
   74%                                                 68%                                      90%                                  DIRECTORS
   How much Old Mutual Investment                      How much Old Mutual Investment           How much Old Mutual Investment       High priority issues were
   Group voted against the                             Group voted against the                  Group voted against when there       independence, attendance
   remuneration policy of our investee                 remuneration reports of our              were material votes against          and participation at meetings,
   companies when the dissent level                    investee companies when the              remuneration (greater than 25%).     experience and qualifications –
   was immaterial (less than 25%).                     dissent level was less than 25%.                                              including diversity.
COMPANY ENGAGEMENT                                                                                                         COMPANY ENGAGEMENT

                                                                                                                            taken drastic but necessary steps
                                                                                                                            to ensure food safety is embedded
 ALIDA JORDAAN                                                                                                              in all operations, as stated in their
 Portfolio Manager                                                                                                          Sustainability Report – “from farm to
                                                                                                                            fork” - including internal and external
                                                                                                                            audits of their food safety practices

                                        AFTER A TRAGEDY
                                                                                                                            and implemented recommendations
                                                                                                                            in accordance with international best
                                                                                                                            practice.

                                        A Q&A WITH                                                                          Q: In your view, is the company’s
                                                                                                                            response an essential part of the

                                        MACROSOLUTIONS
WARREN VAN DER
    WESTHUIZEN                                                                                                              investment case?
 Portfolio Manager
                                                                                                                            A: For the long-term investment case,
                                                                                                                            absolutely. Listeriosis was a tragic
                                                                                                                            event that is still being resolved
                                                                                                                            but, for the longer term, the issue
                                                                                                                            of food safety is an important one
              The deadly listeriosis    Q: The listeriosis tragedy was           in the short and long term. For the
                                                                                                                            and will remain so going forward.
          outbreak was first noted      a setback for Tiger Brands in a          short term, we called for improved
                                                                                                                            This will require our continuous
                                        generally challenging 2018 – why         communication, settling of the
         in SA in October 2017 and                                                                                          monitoring of the implementation
                                        did you choose to invest in the food     class action lawsuit in a responsible
          after some investigating,     producer beyond this point?              and empathetic manner, as well
                                                                                                                            of their commitment to food safety
       processed meat products –                                                                                            practices.
                                                                                 as ensuring that no other business
      such as polony and viennas        A: We were looking for shares            units were or would be affected
       – from a production facility     that would benefit from an               by the outbreak. For the long term,
      owned by Enterprise Foods         improving South African operating        we wanted special attention paid
                                        environment and still offer a            to food safety across their product
        (a division of Tiger Brands)
                                        valuation underpin. Tiger Brands has     range – including attention to
      was identified as the source      a portfolio of excellent brands, in      reporting practices.
         of this bacterial infection.   many cases being the number one
                                        brand in a category, for example,        Q: What has been the company’s
         Tiger Brands had a lot to      tomato sauce, rice, pasta, bread and     response to the engagement?
       account for. So why would        baby food. Previously, Tiger Brands      Have they addressed the ESG risks
          our portfolio managers        had always been deemed too               appropriately?
                                        expensive and this setback created
      decide to invest in this food
                                        an entry point. We believed the          A: The company responded to
        producer post listeriosis?      market had priced in the event. The      our concerns, highlighting the
       We asked MacroSolutions          listeriosis outbreak was, however,       actions they had already taken to
       portfolio managers, ALIDA        very tragic and we engaged with          address the crisis. This included
        JORDAAN AND WARREN              management around the issue.             the nation-wide recall of products
         VAN DER WESTHUIZEN.            With that said, we believe this          and suspension of operations to
                                        company will continue to be part of      undergo extensive, deep cleaning
                                        SA’s recovery story.                     and structural upgrades. To
                                                                                 address food safety concerns, they
                                                                                 decided to increase the frequency
                                        Q: What were the priority ESG
                                                                                 of monitoring and added further
                                        risks you decided to engage Tiger
                                                                                 quality control measures at all their
                                        Brands on first after the listeriosis
                                                                                 manufacturing sites. Food safety
                                        tragedy?
                                                                                 and quality training was conducted
                                        A: For us and our clients, the           for all staff at the facilities. As
                                        biggest, most urgent concern was         we would have expected, the
                                        of course the tragic loss of lives and   company’s management took
                                        illnesses which ensued. We wrote         accountability and indicated the
                                        a letter to the Tiger Brands board       class action would be handled with
                                        from our investment analyst and          sensitivity, with a view to resolving it
                                        Head of ESG Engagement calling           in a fair and responsible manner.
                                        for an urgent response to areas of
                                                                                 Since the tragedy, the company has
                                        attention for Tiger Brands – both
COMPANY ENGAGEMENT                                                                                                                                              COMPANY ENGAGEMENT

   PHILIP SHORT
Portfolio Manager

 CASE
 STUDY
 NASPERS:
 INCENTIVISE
 UNLOCKING
 THE RUMP                                                                      CONCERN RAISED                              control (for instance, customer     In our follow-up engagement,
                                                                               We believe that shareholders can            growth and increased IT             Naspers confirmed that the
 COMPANY DESCRIPTION AND                                                       benefit from a better understanding         metrics).                           valuation process and performance
                                                                               of what is required from Naspers                                                metrics for each division would be
 INVESTMENT CASE                                                               management to unlock the value of       We were pleased to note that            disclosed in their next Integrated
                                                                               the unlisted rump assets (excluding     more than 65% of the criteria listed    Report. This would include more
 While the bulk of Naspers’s value      FIRST ENGAGEMENT (20 OCTOBER 2017)     Tencent). As such, we requested         excluded Tencent.                       detailed disclosure on e-commerce
 resides in its investment in China-                                           more detailed information on key                                                share appreciation rights (SARs)
 based internet giant Tencent,          Old Mutual representatives:            performance indicators and metrics      With regard to long-term                versus other business units’
 its unlisted (or rump) assets are      Robert Lewenson (Head of ESG           used in determining executives’         incentives, the company was             schemes and each executive’s
 in global classifieds, online food     Engagement), Philip Short (Portfolio   remuneration – as we did not agree      looking at the most appropriate         overall performance criteria.
 delivery and online payments. In       Manager),                              with Naspers’s stance at its previous   way to incentivise the closure of the   The company further confirmed
 sub-Saharan Africa the comopany                                               annual general meeting (AGM) that       valuation gap between the rump          that clawback provisions were
 provides video entertainment.          Company representatives:               disclosing this information could       and Tencent and sees e-commerce         introduced from 1 April 2018. These
                                        Chief People Officer and Head          undermine its competition position.     share appreciation rights as the        would be backward looking for
 The majority of the unlisted           of Investor Relations                                                          best answer. The remuneration           a period of two years and relate
 businesses are not yet profitable,                                            OUTCOME                                 committee did not want the              primarily to financial misreporting
 but we believe there is significant    FOLLOW-UP ENGAGEMENT (2 MAY 2018)      Following our discussions, Naspers      executives to be incentivised for       of information in terms of pay. It
 value that can be added via this                                              agreed to provide better disclosure     performance in each business unit,      was also agreed that minimum
 diverse portfolio of assets. Given     Old Mutual representatives:            on short-term incentives, including:    but rather the division as a whole.     shareholding requirements would
 that we are significant shareholders   Robert Lewenson (Head of ESG                                                   For new acquisitions, performance       be introduced for the CEO equal
 on behalf of our clients, we need      Engagement), Philip Short (Portfolio   •   Financial performance would         would be looked at from three           to 10 times basic salary and would
 to know that Naspers has the           Manager), Peter Linley (Head of            consist of 50% economic             years onwards.                          be achieved gradually from share
 appropriate targets and employee       Old Mutual Equities)                       criteria and 50% on the                                                     incentive schemes and awards and
 incentives are in place to unlock                                                 business under control of each      It was further agreed that Naspers      not from the issuance of shares.
                                        Company representatives:                   executive.                          would consider introducing
 this value. This motivated us to
                                        Chief People Officer and Head                                                  clawback provisions in the event
 engage with the company on a
                                        of Investor Relations                  •   Non-financial performance           that executives were paid, but
 number of key issues regarding
 the remuneration policy.                                                          criteria would include areas        performance wasn’t achieved.
                                                                                   specific to the executive’s
COMPANY ENGAGEMENT                                                                                                                                                                   COMPANY ENGAGEMENT

CONCERN RAISED                         CONCERN RAISED                        These were fruitful discussions

                                                                                                                                             A TALE OF
In calculating the valuation of the    Perceptions matter and ultimately     and we found Naspers receptive
rump (used for calculating financial   impact share prices. We believed      to our suggestions, and they          NEELASH HANSJEE
performance), Naspers uses a           that the public perceived Naspers’s   actively addressed our concerns.        Portfolio Manager

                                                                                                                                             TWO BANKS
Deloitte valuation. Our concern        management to be disinterested        We are further encouraged
was that the methodology and           in engaging with shareholders         by the appointment of a new
metrics of this calculation were not   and the media. We requested           remuneration committee chair,
disclosed.                             that management adopt a more          Craig Enenstein, and the inclusion
                                       proactive approach to address this    of new members with technological
OUTCOME                                perception.                           backgrounds and more diverse skill
While Naspers conceded that the                                              sets. We believe these initiatives
Deloitte valuation was not ideal,      OUTCOME                               will support the unlocking of value          COMPANY        As a long-term investor, we
                                                                                                                                         believe that incorporating
                                                                                                                                                                                   STANDARD BANK is the largest
                                                                                                                                                                                   South African banking group ranked
they said was the best option          Naspers was aware of the negative     within the rump assets and look       DESCRIPTION AND       relevant environmental, social            by assets and earnings. It has a
available and that Deloitte would      perceptions following its previous    forward to further engagements
review the business plans and          AGM and conceded that there was       with the board on ESG issues.
                                                                                                                   INVESTMENT CASE       and governance (ESG) factors into         strong market position in corporate
                                                                                                                                         our investment and ownership              and investment banking, and in
discounted cash flow (DCF) analysis.   room for change. We proposed
                                                                                                                                         decisions ultimately leads to             retail banking and operations in 20
Naspers’s auditors, PWC, would         using existing online platforms
                                                                                                                                         improved risk-adjusted returns for        African countries. It has a controlling
cross-check the valuations and a       to better communicate with
                                                                                                                                         our clients. Identifying issues that      stake in Liberty Holdings. Given
sub-committee of the remuneration      stakeholders. In addition, the
                                                                                                                                         currently or at some point in the         the diverse nature of the business,
committee would then review            company decided to do more
                                                                                                                                         future may materially impact the          we need to clearly understand
the report. This committee would       regular investor roadshows and
                                                                                                                                         long-term value of a company, gives       remuneration, compliance and policy
have discretion to amend the           follow-up engagements with
                                                                                                                                         us insight into a business’s ability to   decisions taken by its remuneration
valuation report if need be. We        shareholders.
                                                                                                                                         grow sustainably. As shareholders         committee.
further requested Naspers to inform
                                                                                                                                         on behalf of our clients, we regularly
shareholders of any trends towards
                                                                                                                                         engage with companies’ executive
amending the valuation report.                                                                                                                                                     ABSA GROUP is one of Africa’s largest
                                                                                                                                         teams as well as actively exercising
                                                                                                                                         our voting rights.                        diversified financial services groups. It
                                                                                                                                                                                   has a presence in 12 African countries.
                                                                                                                                         With me being a financial services        The group offers a range of retail,
                                                                                                                                         sector analyst, Robert Lewenson           business, corporate and investment,
                                                                                                                                         (Head of ESG Engagement)                  and wealth management solutions.
                                                                                                                                         and I engage with companies               Apart from the share’s current
                                                                                                                                         across this sector, specifically on       extremely low valuation and its solid
                                                                                                                                         governance issues. Given that a           dividend yield, the investment case
                                                                                                                                         significant portion of financial          also lies in the benefit of Barclays
                                                                                                                                         services companies’ expenses is           plc no longer being a controlling
                                                                                                                                         remuneration, it is our responsibility    shareholder. We believed this move
                                                                                                                                         to ensure that the remuneration           would give management greater
                                                                                                                                         policies of companies in which we         scope to drive growth without the
                                                                                                                                         invest are aligned to shareholders        constraint of the parent company.
                                                                                                                                         by being appropriate, transparent
                                                                                                                                         and set against clearly defined and
                                                                                                                                         sufficiently challenging targets.

                                                                                                                                         By way of example, two financial
                                                                                                                                         services companies with which we
                                                                                                                                         have had numerous engagements
                                                                                                                                         are Standard Bank and ABSA.
                                                                                                                                         While these discussions have
                                                                                                                                         been constructive, we have not
                                                                                                                                         always voted in favour of their
                                                                                                                                         remuneration polices.
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