Reinet Investments S.C.A. (the “Company”) is a securitisation vehicle incorporated as a société en commandite par actions (partnership limited by shares). It is regulated by the Commission de Surveillance du Secteur Financier (“CSSF”) and its sole purpose is to allow its shareholders to participate indirectly in the portfolio of assets held by its wholly-owned subsidiary Reinet Fund S.C.A., F.I.S. (“Reinet Fund” or the “Fund”), a specialised investment fund, or SIF, established as a partnership limited by shares (société en commandite par actions) under the laws of Luxembourg.
The Company complies with prevailing corporate governance requirements as established by the CSSF and the Luxembourg Stock Exchange as well as Luxembourg and European Union laws and regulations.
The X Principles of Corporate Governance of the Luxembourg Stock Exchange (the “X Principles”) require companies to comply with the recommendations or to explain why they are departing from them in the statement on corporate governance in their annual report. The X Principles have been drawn up for limited companies (socie´te´s anonymes) with a single-tier governance structure (board of directors). Following this, the Company has indicated in its annual report that given its legal form, as a partnership limited by shares, the Company is managed by a general partner and as such it has no board of directors, executive management or employees. As a consequence, aspects of corporate governance which relate, amongst others, to the composition, organisation and proceedings of the board of directors and executive management, the establishment of board committees, the determination of a remuneration policy and related processes are not applicable to the Company.
The Company and Reinet Fund (together “Reinet”) recognise their responsibilities to all of their stakeholders including investors and associates as well as companies in which Reinet Fund invests and the communities in which Reinet and its investees operate.
Reinet seeks to ensure that companies in which it invests comply with relevant corporate governance requirements.MANAGEMENT
As a partnership limited by shares, the Company is managed by a general partner rather than a board of directors. The general partner is Reinet Investments Manager S.A. (the “General Partner”), a limited liability company established in Luxembourg, which also owns 1 000 management shares in the Company and which has unlimited liability for any obligations of the Company that cannot be met from the assets of the Company.The General Partner:
The General Partner is a société anonyme (limited company) incorporated in Luxembourg. The General Partner carries out the role generally performed by the board of directors and the general management of a corporation. Management and staff are employed by the General Partner.
The General Partner is vested with the broadest powers to perform all acts of administration in compliance with the Company’s corporate objects set out in the articles of incorporation of the Company (the “Statutes”) except for matters expressly reserved by Luxembourg law or the Statutes to be approved by the general meeting of shareholders. Certain decisions of the General Partner must be approved by the Board of Overseers.
Each member of the board of directors of the General Partner has been approved by the CSSF, which has been satisfied that each member is of good reputation, has appropriate experience and has the necessary skills to fulfill that role.
Details of the members of the board of directors of the General Partner can be found in the section ‘Structure – Reinet Investments Manager S.A.’ of the Reinet website.Replacement of the General Partner:
The replacement of the General Partner requires an amendment to the Statutes.
Any proposal to amend the Statutes shall be considered and approved by an extraordinary general meeting of shareholders to be held before a public notary. At any such meeting, the shareholders may only validly deliberate if the quorum required by the law is satisfied. Resolutions shall be passed by at least two-thirds of the votes cast, provided that no resolution at any extraordinary general meeting of shareholders shall be validly passed unless approved by the General Partner, unless otherwise provided by law. In that respect it is to be noted that no decision of the General Partner on behalf of the Company in respect of the exercise by the Company of any power to amend the Statutes shall be valid unless approved by the Board of Overseers.REINET FUND
The Company owns the entire ordinary share capital of Reinet Fund.
Reinet Fund is managed by Reinet Fund Manager S.A. (the “Fund Manager”), a limited liability company established in Luxembourg, which also owns 1 000 management shares in the Fund. The Fund Manager is the general partner of the Fund and has unlimited liability for any obligations of Reinet Fund that cannot be met from the assets of Reinet Fund.
The Fund Manager has broad powers to carry out all management and administrative functions in compliance with the corporate objects of Reinet Fund. In particular, the Fund Manager is responsible for determining the investment policies and restrictions of Reinet Fund in order to meet Reinet Fund’s investment objective and for the conduct of Reinet Fund’s management and business affairs. The Fund Manager is responsible for the management of Reinet Fund and is bound to act in the best interests of Reinet Fund. In performing its duties, the Fund Manager draws on advice and expertise from Reinet Investment Advisors Limited.
Details of the members of the board of directors of the Fund Manager can be found in the section ‘Structure – Reinet Fund Manager S.A.’ of the Reinet website.REMUNERATION
Neither the Company nor Reinet Fund has any employees. Rather, both entities pay fees to their general partner in respect of the management services provided, details of which are disclosed in the consolidated annual report and the prospectus of the Company.BOARD OF OVERSEERS
In accordance with Luxembourg law, a Board of Overseers (‘Collège des Commissaires’) has been appointed to review the activities of the Company. The Board of Overseers of the Company is currently composed of four members which collectively have competence in legal, financial, accounting and management matters, and are proposed because they are known to have the independence of mind and the skills that are necessary to perform the task entrusted to the Board of Overseers.
The Board of Overseers’ role is one of oversight and control in addition to the specific powers conferred upon the Board of Overseers by virtue of the Statutes. It has no executive responsibility for the management of the Company except that the Board of Overseers may be consulted by the General Partner on such matters as the General Partner may determine and no action of the General Partner that may exceed its powers shall be valid unless authorised by the Board of Overseers. The members of the Board of Overseers may not be directors or employees of the General Partner or of the principal shareholder of the General Partner or any entity in which the Company has a material direct or indirect interest.
The Board of Overseers reports each year to the general meeting of shareholders on the results of the mandate entrusted to it, making such recommendations as it considers appropriate.
In addition to its role as defined by law, the Board of Overseers also acts as the Audit Committee of the Company. Following the adoption on 23 July 2016 of the Luxembourg law implementing the EU directive of April 2014 to reform the statutory audit market the Board of Overseers is involved in the assessment of the independence of the auditor and threats to it, not only when it involves auditing services, but also with regard to the permitted non-auditing services. In its role in overseeing the independence of the external auditor, the Board of Overseers is tasked with the review and monitoring of the statutory auditor’s provision of nonaudit services to the audited entity and will be required to pre-approve any permissible nonaudit services.
In its capacity as Audit Committee, the functions of the Board of Overseers include, inter alia,:
- Reviewing the financial statements of the Company and Reinet Fund in order to ensure that they are fair, accurate and complete;
- Monitoring the Company’s and Reinet Fund’s compliance with applicable legal and regulatory obligations;
- Assessing the quality of the external audit of the Company and Reinet Fund, informing the General Partner of the outcome of the statutory audit and explaining its contribution to the integrity of the financial statements;
- Monitoring the financial reporting process and submitting recommendations to ensure its integrity;
- Monitoring the effectiveness of the Company’s and the Fund’s internal control and risk management procedures;
- Reviewing and monitoring the independence of the statutory auditor.
During the past two years, the Board of Overseers has duly conducted during the past two years a self-assessment of its operations, the effective fulfillment of its remit and compliance with good governance rules.
Details of the members of the Board of Overseers can be found in the section ‘Corporate Governance – Board of Overseers’ of the Reinet website.POLICIES AND PROCEDURES
Code of Conduct:
The Company has adopted a Code of Conduct restricting persons connected with the Company, Reinet Fund, the General Partner, the Fund Manager together with the Investment Advisor from trading in shares issued by the Company and derivatives thereof (the ‘Reinet securities’) when in possession of any price-sensitive information. Such parties may not trade in Reinet securities during closed periods in advance of the release of financial information in respect of the Company or Reinet Fund or at any time when they may be in possession of price-sensitive information.
Specific approval to buy or sell Reinet securities is required from designated officers of the General Partner. Transactions by members of the board of directors of the General Partner, the board of directors of the Fund Manager and the Board of Overseers are disclosed through the regulatory mechanism operated by the CSSF and on the Reinet website.
Conflicts of interest:
The Company and Reinet Fund have adopted a conflict of interest policy, with reference to the activities carried out by or on behalf of the Company and Reinet Fund, including activities carried out by a delegate or counterparty. This policy which is in line with the requirements of the X Principles seeks to monitor any circumstances giving rise to a potential conflict of interest entailing a material risk of damage to the interests of the Company, Reinet Fund or their investors. This conflict of interest policy equally fulfills inter alia the requirements of Article 42bis (2) of the law of 13 February 2007 on specialised investment funds as amended (“SIF Law”) and CSSF Regulation No. 12-01, pursuant to which Reinet Fund is required to be structured and organised in such a way as to minimise the risk of Reinet Fund’s investors' interests being prejudiced by conflicts of interest between Reinet Fund and, as the case may be, any person contributing to its activities or any person linked directly or indirectly thereto. In case of potential conflicts of interest, Reinet Fund shall ensure that the interests of its investors are safeguarded.
Financial reporting, internal control and risk management:
The board of directors of the General Partner has established strict rules designed to protect the Company’s interests in the areas of financial reporting, internal control and risk management. An internal control process has been defined and implemented by the board of directors of the General Partner and approved by the Board of Overseers, with the aim of achieving reliability of financial and accounting information and full compliance with applicable laws and regulations. The internal controls over financial reporting are designed to provide assurance that the financial reporting does not contain any material inaccuracy. The level of financial controls that have been established are considered by the General Partner to be adequate for the scale and complexity of the Company’s and Reinet Fund’s operations. The most material financial risks to which the Company and Reinet Fund are subject are disclosed in the consolidated financial statements.
Responsibility for investment risk and treasury risk is borne by the board of directors of the Fund Manager. Reinet Fund has adopted a Risk and Liquidity Management Policy addressing the monitoring, reporting and mitigating of all risks applicable to Reinet Fund. The Risk and Liquidity Management Policy has been prepared with the assistance of Ernst & Young in line with the requirements of the SIF Law and CSSF Regulation 12-01 laying down detailed rules for the application of Article 42a of the SIF Law, and in light of the principles of the Enterprise Risk Management Framework published by the Committee of Sponsoring Organisations of the Treadway Commission.
Deloitte have been appointed as the internal auditor for the Company and Reinet Fund. The internal auditor reports to the board of directors of the General Partner, the board of directors of the Fund Manager and the Board of Overseers.
Other main policies:
The Fund Manager has adopted a due diligence policy which sets out the process to be followed in respect of due diligence to be conducted, with a view to gaining a thorough understanding of prospects for each investment, evaluating potential and inherent risks it faces or may have to face in the future and obtaining reasonable assurance as to the value of the investment.
A valuation policy has also been adopted in respect of Reinet Fund, describing the accounting policies and procedures in place to ensure that a proper and independent valuation of the assets of Reinet Fund is performed in accordance with the provisions contained in its articles of association and the prevailing financial reporting requirements.
In line with applicable laws and regulations, both the Company and Reinet Fund have adopted a complaints management policy, and the complaints procedure to be followed by potential complainants has been published on the Reinet website.CAPITAL STRUCTURE OF THE COMPANY
The Company has issued two classes of shares, namely management shares and ordinary shares. The ordinary shares are split between those which are held in the form of shares listed on the Luxembourg Stock Exchange and those held in the form of Depositary Receipts (“DRs”) which trade in the ratio of ten DRs to each Company ordinary share and are listed on the Johannesburg Stock Exchange.
At 31 March 2016, the Company had 195 941 286 ordinary shares and 1 000 management shares of no par value in issue.VOTING RIGHTS AND SHAREHOLDER MEETING
The ordinary shares confer on the shareholder the entitlement to participate in and to vote at meetings of shareholders, with each share carrying the right to one vote. Each share also entitles each shareholder to receive a proportionate share of any dividend that the Company may declare and a proportionate share of the net assets of the Company on liquidation. The liability of shareholders is limited to the amount of their investment in the Company. The ordinary shares are listed on the Luxembourg Stock Exchange.
The management shares confer the same rights with regard to voting, dividends and the distribution of assets on liquidation as the ordinary shares. In addition, as holder of management shares, the General Partner has broad powers to manage the Company and has unlimited liability for any obligations of the Company that cannot be met out of the assets of the Company. The management shares are not listed.
Holders of DRs issued by Reinet Securities SA are not entitled to attend the shareholders’ meetings of the Company or to vote in person. Rather, DR holders are canvassed as to their voting instructions by Reinet Securities SA, which then represents the holders as their proxy at shareholders’ meetings.
Last updated: 10 November 2016