Compliance and internal control
Béatrice de Meaux is the Head of Compliance and Internal Control (HCIC). She is supported by the team of Agama Conseil, which assists her in the implementation of the annual work programme.
Anti-money laundering and anti-terrorist financing campaign
Françoise Tomczak, Head of Legal Affairs and formerly a lawyer at the Bar of the Hauts de Seine (14 years of professional experience at Sienna Private Credit), is the correspondent and declarant to anti-money laundering agency TRACFIN, while Thibault de Saint Priest, Chairman and Chief Executive Officer of Sienna Private Credit, is in charge of combating money laundering and terrorist financing.
Léo Carouge is head of risk management. Risk management is conducted independent of the Funds’ financial management teams. Léo Carouge reports to the Executive Board, under whose authority he performs the tasks associated with portfolio risk management.
Management of conflicts of interest
Integrity, equity, impartiality and the primacy of the client’s interest are at the heart of the ethical rules governing how Sienna AM France completes its mission as an investment services manager and advisory service provider. These standards underpin the conflict of interest management policy established by the company pursuant to Articles 313-18 et seq. of the General Regulations of the Autorité des Marchés Financiers (AMF).
Sienna AM France may be confronted with situations in which conflicts of interest are present, and therefore takes all reasonable measures to detect any such situations that arise, be they:
- between itself, the persons concerned, or any person directly or indirectly linked to it by a controlling relationship, and its clients;
- between two clients.
In order to ensure the protection and primacy of clients’ interests and to comply with applicable regulations, Sienna AM France has established policies and procedures to prevent conflicts of interest, and to remedy such situations in the event of their occurrence.
What is a conflict of interest?
A conflict of interest is a situation in which, in the course of Sienna AM France’s activities, its own interests and/or those of its clients and/or those of its employees are in competition, either directly or indirectly. An interest is defined as an advantage of any kind: material, professional, commercial, financial or personal. The situations likely to generate conflicts of interest include but are not restricted to the following, per the provisions of the AMF General Regulations:
- Sienna AM France or some associated individual stands to realise a financial gain or avoid a financial loss at the expense of the client;
- Sienna AM France or an associated individual has an interest in the result of a service provided to the client or a transaction carried out on behalf of the client that different from the client’s interest in its result;
- Sienna AM France or an associated individual is encouraged, for financial or other reasons, to give priority to the interests of another client or group of clients over those of the client concerned;
- Sienna AM France or an associated individual carries out the same professional activity as the client;
- Sienna AM France or an associated individual receives or stands to receive from a person other than the client an advantage in relation to the service provided to the client, in any form whatsoever, of goods or services, other than the commissions or fees normally charged for this service.
Further information on this policy for preventing and managing conflicts of interest may be obtained by written request addressed to the Head of Compliance and Internal Control.
Voting rights policy
General rules for the exercise of voting rights
Sienna AM France systematically attends the General Meetings of French companies where its ownership exceeds 5% (shares). For French companies in which its ownership is less than 5%, voting rights are exercised by absentee ballot (documents necessary for voting are sent by the custodian institution).
The company does not vote blank powers to the board.
Recommendations on voting
The management company does not follow the recommendations of professional management associations and does not use the services of a proxy voting service provider. Criteria guiding decisions during voting: Sienna AM France pays particular attention to corporate governance issues. In all its voting decisions, the primacy of the interests of unitholders and shareholders of the managed funds is emphasised. Sienna Private Credit is very attached to an essential principle: ‘one share – one vote’. Thus, it is opposed to the principle of double and capped voting rights. Sienna AM France is also attentive to the composition of the Board of Directors and the quality of its members. In addition, the manager is free to assess on a case-by-case basis whether or not to approve the candidacy of the directors nominated by the Board, based on their expertise.
Sienna AM France is also opposed to all anti-takeover mechanisms, which run counter to the interests of minority shareholders by exempting the Board of Directors from its responsibilities: it therefore refrains from any resolution aimed at authorising a capital increase during a public offer period. Sienna AM France also opposes any transaction that could lead to a forced dilution of existing shareholders without compensation, such as a capital increase without preferential subscription rights or priority periods.
Any voting decision that could place Sienna AM France in a potential situation involving a conflict of interest will be subject to a formal review by the Head of Compliance and Internal Control (HCIC) or, where applicable, by this person’s delegate. This person will then ensure that all decisions taken are in the exclusive interest of the unitholders or shareholders of the managed AIFs.
Sienna AM France establishes and maintains an effective and transparent procedure for the reasonable and prompt handling of complaints and records each complaint and the measures taken to process it.
No fees will be charged by Sienna AM France for the processing of complaints. This procedure applies to client complaints.
‘Claim’ refers to a declaration of the client’s dissatisfaction with Sienna AM France . A request for information, advice, clarification, service or provision is not a claim.
How to submit a complaint to Sienna AM France
Complaints can be addressed to Sienna AM France:
- By post: 58 bis, rue La Boétie 75008 Paris, France
- By telephone: +33 1 53 76 99 99
- By email: firstname.lastname@example.org
Via your usual contact within the management company, notably the sales department, the legal department, or the Head of Compliance and Internal Control.
Handling of complaints
All complaints received by the management company will be centralised with the Head of Compliance and Internal Control, or a contact person designated thereby.
The Sienna AM France Head of Compliance and Internal Control or the contact person thereby designated will consult all experts as needed to best resolve your complaint.
Sienna AM France’s Head of Compliance and Internal Control or the contact person designated thereby has the necessary experience and knowledge to provide you with a rapid and reasonable response to your complaint.
Sienna AM France will acknowledge receipt of your complaint within a maximum of ten (10) working days, except where a response has been made to you before that time.
A response to your complaint will be sent to you within a maximum period of two (2) months from receipt of the complaint unless duly justified special circumstances arise. In the event that we are unable to address your complaint within this time frame, we will contact you to inform you of the reason for the delay and indicate the time frame within which we will be able to respond.
Clients and unitholders or shareholders of funds residing in another Member State of the European Union may submit their claims in any of the official languages of the Members States in which the funds managed by Sienna AM France are marketed or investment services provided.
If you are not satisfied with the response to your complaint, you may appeal to the Mediator of the Autorité des Marchés Financiers (AMF) by completing a form on the government website: http://www.amf-france.org/Le-mediateur-de-l-AMF/Presentation.html
You may also contact the mediator by post at: