Shareholder Rights Directive

TFI Shareholder Rights Directive II

The Fund Incubator Limited Shareholder Rights Directive II Engagement Policy

Introduction and Purpose:

The EU Shareholder Rights Directive II (“SRD II”) aims to improve stewardship and corporate governance by firms, including UK MiFID investment firms that invest in shares traded on a regulated market in the EEA, as well as ‘comparable’ markets outside of the EEA.

SRD II contains various obligations relating to shareholder engagement and transparency. These obligations have been implemented in the UK from 10 June 2019, and those which apply to asset managers are contained in the Financial Conduct Authority’s (“FCA”) Conduct of Business Sourcebook.

SRD II requires asset managers to adopt, on a “comply or explain” basis, an engagement policy describing how an asset manager integrates shareholder engagement as part of its investment strategy when dealing with  companies that have a registered office in the EU and are listed on EU regulated market, or on comparable markets outside the EEA.


TFI supports the aims of SRD II, but because it manages very few investments in quoted companies and does not take material positions  in such companies it has chosen not to comply with the Directive. As such, TFI does not maintain and will not publish, an engagement policy.