The UK Stewardship Code 2020 (the “2020 Code”) took effect from 1 January 2020, replacing the UK Stewardship Code 2012 (the “2012 Code”). Organisations wanting to become signatories to the 2020 Code are required to produce an annual disclosure explaining how they have applied the 2020 Code in the previous 12 months. Please note that this disclosure is made against the 2012 Code and therefore the information contained within it relates solely to the application of the 2012 Code. For the avoidance of doubt, it does not reflect Trinity Street’s position with respect to the 2020 Code and should not be read as a disclosure against the 2020 Code.

Trinity Street Asset Management LLP (“Trinity Street” or the “Firm”) is a London-based investment manager that is authorised and regulated by the UK Financial Conduct Authority (“FCA”) and a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). Trinity Street is an independently-owned investment boutique founded in 2002 and focuses solely on managing Global and International Equity portfolios.

This document describes how Trinity Street has applied the seven principles of the UK Stewardship Code (the “Code”), which is overseen and published by the Financial Reporting Council. Below we disclose the nature of our commitment to the Code and where, if at all, we do not commit to the Code we state clearly our alternative investment strategy – the Code is applied on a “comply or explain” basis.

The Code aims to enhance the quality of engagement between institutional investors and companies with the aim of improving long-term shareholder returns and encouraging enhanced corporate governance at portfolio investment companies.

Code Disclosure
The following sets forth the seven principles of the Code and outlines how Trinity Street believes it fulfils each of those principles:

Principle 1: Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.
At the heart of Trinity Street’s investment processes are activities that are at the core of and consistent with stewardship; with our experienced Portfolio Managers engaging with investee companies and potential investee companies on strategy, performance, risk, capital structure and corporate governance.

In particular Trinity Street considers it to be of paramount importance when assessing proxy voting responsibilities on behalf of its funds and segregated accounts to recognise the fiduciary responsibility it assumes in acting as an investment manager. Trinity Street also recognises the need to exercise its proxy voting obligations with a view to enhancing our clients’ long-term investment values.

Trinity Street has a documented Proxy Voting Policy in compliance with Rule 206(4)-6 of the Investment Advisers Act of 1940. Trinity Street does not disclose this information to non-clients.

Principle 2: Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship which should be publicly disclosed.
Trinity Street maintains a robust conflicts of interest policy to seek to identify and manage conflicts of interest that ensures our decisions are taken wholly in the interest of our clients. In compliance with both the FCA and SEC rules, Trinity Street takes a risk-based approach to identify areas of potential conflict of interest, to manage and avoid conflicts of interest in an appropriate manner, and to consider all conflicts when designing and implementing policies and procedures. A summary copy of Trinity Street’s Conflict of Interest Policy is available upon request from the Chief Compliance Officer.

Principle 3: Institutional investors should monitor their investee companies.
Comprehensive and continuous proprietary research and monitoring of investee companies is essential to and at the core of Trinity Street’s investment process. Trinity Street utilises various research and support tools to meet this principle.

Trinity Street may from time to time choose to become insiders. In such a case procedures are in place to restrict information and trading.

Principle 4: Institutional investors should establish clear guidelines on when and how they will escalate their stewardship.
Trinity Street takes an active approach to communicating its views to companies where it believes there are issues that will impact shareholder value. Trinity Street prefers to build effective relationships with the management and boards of these companies in private discussions. Should this approach not be successful Trinity Street would consider, in appropriate circumstances, other strategies (for example but not limited to expressing concerns through the company’s advisers, or meeting with the chairman or other board members).

Principle 5: Institutional investors should be willing to act collectively with other investors where appropriate.
Should occasion arise, Trinity Street may find it preferable to work with other shareholders of an investee company to effect change. Before entering into collaborative engagement initiatives, Trinity Street will take into account potential conflicts of interest and the regulatory implications of its actions.

Principle 6: Institutional investors should have a clear policy on voting and disclosure of voting activity.
As a registered investment adviser with the SEC, Trinity Street has a documented Proxy Voting Policy in compliance with Rule 206(4)-6 of the Investment Advisers Act of 1940. Trinity Street’s clients can request a copy of the Firm’s Proxy Voting Policy from the Chief Compliance Officer. Trinity Street does not disclose this information to non-clients.

For a number of accounts managed by Trinity Street, third party vendor electronic voting services are used (such as Broadridge Proxy Edge). Trinity Street does not carry out stock lending on the accounts it manages.

Principle 7: Institutional investors should report periodically on their stewardship and voting activities.
Due to underlying client confidentiality and investment or engagement strategy reasons, it may not always be appropriate to disclose voting actions at a detailed level.

Trinity Street’s clients can request information about proxies voted and issues raised at meetings of investee companies. Trinity Street does not disclose this information to non-clients.

General statements:
For further information on Trinity Street’s application of the Code please contact our Chief Compliance Officer, Steve Hicks, at stephenhicks@trinitystreetam.com.

This statement of compliance with the Code was last reviewed in March 2023, and will be reviewed no less frequently than annually.

22 March 2023