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:
Below is a summary of:
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:
CFM is committed to establishing a culture of integrity, transparency, openness and compliance, in accordance with our values and ethics. CFM as a manager of CFM Managed Vehicles recognises that it may receive complaints both from CFM Staff but also from the public or persons employed at Project Companies into which the CFM Managed Vehicles invest.
If you suspect any unethical behaviour (including theft, fraud or corruption) by any CFM Staff, investors or suppliers, or any other matter which may introduce risks to CFM, you have two methods to report (if you are CMF Staff). Both are described below:
In terms of the Code of Conduct (“Policy”) there are strict rules around the resolution of complaints and importantly, the protection of the complaint. Please refer to the Code of Conduct for more details surrounding the process.
CFM will protect any complainant against retaliation assuming they have raised concerns or incidents or complaints honestly and in good faith. Honest reporting does not mean that the complainant must be right when raising concern. Rather, it is important for such complainant to believe in good faith that the information provided is accurate.
Any CFM Staff member who retaliates against a complainant who has raised concerns under the Policy, or who discourages or prevents a complainant from making a report or seeking assistance, will be subject to disciplinary action.
It is a violation of the Policy to knowingly make a false accusation, lie to investigators or interfere with an investigation.
To ensure impartiality, all complaints (internal and external) are investigated using the principles of a risk incident and a root cause analysis is performed to identify the control failures. The Head of Assurance (unless implicated) is involved in both internal and external complaints and will ensure the reporting into the ARC and SB is done accordingly.
CFM Staff may raise a complaint directly using the following points of contact (in no particular order):
The Whistleblowing Line is run by an independent company. The whistleblowing service is provided by WhistleB, Whistleblowing Centre, to ensure anonymity. The communication channel is encrypted and password-protected. All messages will be processed in confidence. The link to the Whistleblowing Line is available on the intranet and the internet (https://report.whistleb.com/en/climatefundmanagers)
CFM Staff and third parties may lodge a complaint through the independent Whistleblowing Line and the principle of impartiality and protecting the whistle-blower remain paramount. The CFM Staff member tasked with investigating the matter must do so in line with the principles of impartiality and fairness.
Remember that Whitleblowers remain anonymous and their anonymity is protected.
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 has established a remuneration policy to promote good business practice and sound and effective risk management (including systemic integrity and sustainability 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 (including environmental, social and governance (ESG) sustainability risk management and systemic integrity 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:
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:
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 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.
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.
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:
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.
© 2024. All Rights Reserved, Climate Fund Managers
