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Article 319-21 into force from to

  • Version into force from to
ELI : /en/eli/fr/aai/amf/rg/article/319-21/20180103/notes

Asset management companies shall draw up a document entitled "Voting Policy", which shall be updated as necessary and sets out the terms and conditions on which they intend to exercise the voting rights attached to the securities held by the AIFs that they manage under paragraphs 1, 2 and 6 of sub-section 2, of paragraph 2 or sub-paragraph 1 of paragraph 1 of sub-section 3, or sub-section 4 of section 2 of Book II, Title I, Chapter IV of the Monetary and Financial Code.

In particular, this document shall describe:

  1. The organisational structure within the asset management company that enables it to exercise such voting rights. It shall specify which bodies within the asset management company are responsible for examining and analysing the resolutions put forward and which bodies are responsible for deciding how the votes shall be cast;

  2. The principles to which the asset management company intends to refer in determining in which cases it will exercise the voting rights. These principles may include holding thresholds that the asset management companies set for taking part in voting on resolutions submitted to general meetings. In such cases, asset management companies shall explain their choice of threshold. These principles may also concern the nationality of the issuing companies whose securities are held by AIFs managed by the asset management company, the investment policy of the AIFs and the use of securities financing transactions by the asset management company;

  3. The principles to which the asset management company intends to refer when exercising voting rights. The asset management company's document shall present its voting policy, heading by heading, corresponding to the types of resolution submitted at general meetings. The headings shall cover, inter alia:

    a) Decisions requiring an amendment of the instruments of incorporation;

    b) Approval of the financial statements and allocation of any profits or losses;

    c) Appointment and dismissal of governing bodies;

    d) "Regulated" agreements;

    e) Equity security issuance and buyback programmes;

    f) Appointment of statutory auditors;

    g) Any other specific type of resolution that the asset management company wishes to identify;

  4. A description of procedures to detect, prevent and manage conflicts of interest that might affect the asset management company's independent exercise of voting rights;

  5. An indication of the way in which it customarily exercises voting rights, such as by physically attending general meetings, using proxies without indicating a specific proxy holder, or voting by mail.

This document shall be held at the disposal of the AMF. It may be viewed on the asset management company's website or at its registered office under the terms and conditions specified in the prospectus. It is placed at the disposal, free of charge, of the holders of units or shares in the AIF upon request.