CFM Policies

The CFM Management Board has implemented the CFM Policies which are based on laws and regulations and on CFM’s corporate values. The CFM Policies:

  • ensures the proper conduct of CFM’s business and the fulfilment of statutory, regulatory, contractual, environmental and social obligations,
  • maintains CFMs reputation for integrity and fair dealing,
  • builds and maintains the confidence of Investors, Members and other stakeholders in CFM.

Below is a summary of:

  1. CFM Code of Conduct
  2. CFM Anti-Corruption, Anti-Money Laundering and Know Your Customer Policy
  3. CFM Remuneration Policy
  4. CFM Inclusion and Diversity Commitment
  5. Responsible Investment Code
  6. Code of Conduct at Project Companies

CFM Code of Conduct

The Code defines the general principles by which CFM Staff conduct shall be measured to ensure that CFM Staff understand their responsibilities to uphold the goals and values to which CFM aspires and to conduct business in accordance with applicable laws, regulations and internal policies.

The guiding principle underpinning this policy is that each CFM Staff member — regardless of their position — is responsible for upholding high ethical and professional standards and must seek to avoid improper behaviour and the appearance of improper behaviour. CFM Staff must ensure that the interests of CFM, its partners, Investors and other stakeholders are not harmed by their actions or failures to act. In particular, the policy includes an overview of CFM’s corporate values and:

  • Confirms CFM’s commitment to:
    • comply with applicable laws, rules, and regulations and not engage in illegal or unethical business practices.
    • provide equal opportunity in all aspects of employment and not tolerate any kind of discrimination or harassment.
    • place the interests of the CFM Funds and Investors in such vehicles at the forefront and act in the best interests of the CFM Funds and Investors.
    • maintain a reliable IT system with effective IT security management.
  • Defines CFM’s requirement for CFM Staff to:
    • identify, prevent and mitigate potential conflicts of interest
    • recognise their obligation of confidentiality and not use or share confidential information they have access to for any other purpose except in the proper conduct of CFM’s business activities.
    • not take inappropriate advantage of their position for personal benefit (Insider trading and Personal trading)
    • report, per the incident and whistleblowing process any (perceived) illegal or unethical conduct about which they become aware, including those concerning accounting or auditing matters.

CFM Anti-Corruption, Anti-Money Laundering and Know Your Customer Policy 

This Policy plays an important role in identifying and mitigating the risk of CFM becoming directly or indirectly involved in money laundering, terrorist financing, sanctions violations, tax avoidance and tax evasion (jointly referred to as tax integrity risks), corruption and bribery, fraud and financing/receiving financing from entities with a questionable reputation.

The Policy ensures a consistent initial and ongoing risk assessment of these risks and includes controls to prevent financial economic crime and processes to ensure CFM has assessed the tax integrity of the customer and the associated transactions.

CFM Remuneration Policy

CFM has established a remuneration policy to promote good business practice and sound and effective risk management. This remuneration policy complies with the requirements and principles set out in, Schedule 2 to the European Union (Alternative Investment Fund Managers) Regulations 2013, as amended (S.I. No. 257 of 2013) (the “AIFMD Regulations”) and ESMA’s guidelines on sound remuneration policies under the AIFMD, ESMA/2016/411 (the “Remuneration Guidelines”).

The remuneration policy applies to all CFM Staff, including Identified Staff ie those staff whose professional activities have a material impact on CFM’s risk profile or the risk profiles of the Funds that CFM manages. Identified Staff includes senior management, risk takers, control functions and any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers.

The remuneration policy is consistent with, and seeks to promote, sound and effective risk management and not to encourage risk-taking which is inconsistent with CFM’s risk profile or the risk profiles of the Funds that CFM manages. The policy includes measures to mitigate conflicts of interest and is aligned with CFM’s business strategy, objectives, values and long-term interests.

CFM’s Supervisory Board (CFM SB) is responsible for setting the policy and reviews it annually. The Remuneration and Nomination Committee (CFM RemCo), as a subcommittee of the CFM SB, is responsible for overseeing the implementation of the remuneration policy in accordance with its principles, the adopted processes and its compliance with laws and regulations. Both the CFM SB and the CFM RemCo are composed entirely of non-executive directors and its members do not receive any remuneration from CFM.

For the purposes of the remuneration policy, remuneration consists of all forms of payments or benefits paid by in exchange for professional services provided by CFM rendered by CFM Staff (including Identified Staff).

All remuneration is categorized as either:

  • Fixed remuneration: generally paid without consideration of any performance criteria (e.g. salary, fixed pension contributions, contractual benefits in kind etc.); and
  • Variable remuneration: additional payments or benefits paid based on performance (with at least 50% based on non-financial criteria).
    1. Short Term Incentive Awards (“STIA”) are paid from Recurring Profits (i.e. “business as usual” net income), defined as PBT excluding Tier 2B receipts, by means of an enhanced Performance Appraisal process and a hybrid STIA methodology.
    2. From time to time, CFM will earn investment return in respect of its “GP investments” defined as Non-recurring Profits.  This investment return will be allocated between CFM Staff and CFM Members as a Long Term Incentive Award(“LTIA”). In case of Identified Staff, the value of the LTIA allocated will represent at minimum 50% of the total variable remuneration.

Settlement of variable remuneration to Identified Staff are staggered over a number of years to align the personal objectives of CFM Staff with the long-term interests of the CFM Funds. Variable remuneration is settled as follows:

  • Annual STIA at or below 75% of annual Total Cost to Company (in that year) is settled in cash on or about the STIA award date while the remainder is subject to 100% deferral, to be released in 3 equal instalments at the 12th, 24thand 36th month anniversary of the date of the relevant STIA award.
  • For Identified Staff, a deferral of 40% of the total variable remuneration allocation is applied, however if total net (post tax) variable remuneration component is three times the annual Total Cost to Company, a deferral of 60% will be
  • Amounts deferred are subject to appropriate risk-adjustment mechanisms and shall not accrue interest. 

CFM is committed to ensuring that any severance pay will be related to performance achieved over time and designed in a way that does not reward failure. Accordingly “Golden parachute” arrangements for staff members leaving CFM and termination payments in situations such as early termination of the contract due to changes in the strategy of CFM or the Funds it manages, or in merger and/or takeover situations will at all times be determined in line with this principle and further with the approval of CFM’s general governance board.

CFM Inclusion and Diversity Commitment 

CFM strongly believes that diversity builds a sense of belonging, creates more connectivity at work, improves creativity and increases the team’s capacity and ability for problem solving and high quality output. We therefore consciously invest in building a culture where all talents are offered equal opportunities to thrive and everyone is encouraged to contribute ideas.

CFM’s Human Resources policies ensures that CFM Staff – irrespective of their race, gender or age, whether new parents or those taking care of elderly family members – can thrive in the CFM Group and thereby we believe helps CFM retain talent and reduce employee turnover.

Selection is a key element of CFM Staff resourcing in which successful applicants are evaluated and chosen in a standard process which we believe ensures diversity and  inclusion and transparency.

CFM’s Gender Policy ensures that the CFM Group contributes to gender equality and women’s empowerment externally (in countries and communities where CFM’s Managed Vehicles operate) and internally (in CFM as an organisation) by adopting a gender-responsive approach.

Our Investment and Asset Management Policy includes our requirement for the CFM Managed Vehicles project companies to promote inclusion and diversity principles within their operations.

Code of Conduct at Project Companies

CFM is committed to promoting world-class standards in health and safety, environmental protection, social engagement and business integrity and ensuring sound corporate governance and transparent financial reporting.

To provide assurance that, at all times, the projects that are funded by a CFM Fund adhere to the highest ethical standards, CFM has clear requirements in respect of corporate governance and risk management and expects its project partners to understand and share our commitment to integrating risk management into their business processes. Each project is required to implement the following policies.

  • Anti-money Laundering, Anti-corruption and Know-Your-Customer Policy 
    • CFM has a zero-tolerance policy towards corruption, including bribery and facilitation payments. CFM requires each project that receives funding from a CFM Fund to take a clear stand against corruption and to implement anti-corruption procedures and controls in accordance with international principles and standards.
    • This policy ensures there are process to identify and mitigate the risk of CFM becoming (indirectly) involved in money laundering, terrorist financing, sanctions violations, tax avoidance and tax evasion (jointly referred to as tax integrity risks), corruption and bribery, fraud and financing/receiving financing from entities with a questionable reputation.
  • Authorisations Policy
    • To minimise the risk of losses through corruption, fraud, and error, project assets are required to establish a consistent and adequate baseline of authorization controls.
    • This Policy ensures the risks associated with approvals and contracting and settlements/bank transactions are actively and consistently monitored and controlled with clear lines of authorities.
  • Code of Conduct Policy (including incidents, grievance and whistleblowing processes)
    • The Code defines the general principles by which employees at the project understand their responsibilities to uphold the goals and values to which CFM Funds aspires and to conduct business in accordance with applicable laws, regulations and internal policies.
    • The Code includes the requirement for employees to report, per the incident and whistleblowing process any (perceived) illegal or unethical conduct about which they become aware, including those concerning accounting or auditing matters.
  • Human Resources Policy
    • This Policy supports the approach to recruiting, awarding and retaining employees at the projects to ensure there are appropriately qualified, experienced and competent engaged individuals that act in accordance with the required behaviours.
  • Procurement Policy
    • Ensures that procurement is conducted in an open and competitive environment delivering fair and reasonable prices and terms and conditions.
  • Responsible Investment Code (ESMS) including ESG and impacting reporting

Implementation and adherence for all policies is approved by the board of directors of each project and the board is further responsible for the design, implementation and maintenance of internal controls to prevent non-compliance. CFM ensures the projects have clear processes in place to ensure activities are conducted within the parameters set by the policies and in accordance with the relevant board’s directions. This is achieved through:

  • Documented policies and procedures.
  • Staff training in respect of the policies and procedures to be followed.
  • Quarterly review of compliance with applicable regulations and policies and procedures.
  • Appropriate reporting of operational issues to senior management and the relevant board.

Compliance with contractual obligations is subject to ongoing monitoring and oversight that allows CFM to be confident that business partners are meeting all of their legal and ethical obligations.