For Collidr Asset Management Limited

1. MIFIDPRU 8 DISCLOSURE

The Firm is authorised and regulated by the Financial Conduct Authority (the “FCA”). The Firm is a UK domiciled discretionary investment manager to professional segregated account clients. The Firm’s business is derived from two main sources, with the Firm acting as:

• the discretionary manager of model portfolios for professional intermediaries on third party investment platforms; and
• the investment manager on a range of unitised solutions.

In addition, the Firm provides fund research and related investment advisory solutions.

The Firm does not operate a trading book or hold client money or assets.

The Firm is categorised as a “non-SNI MIFIDPRU investment firm” by the FCA for capital purposes. The Firm reports on a solo basis. The Firm’s MIFIDPRU 8 disclosure fulfils the Firm’s obligation to disclose to market participants’ key information on a firm’s:

• Risk management objectives and policies;
• Governance arrangements;
• Own funds;
• Own funds requirement; and
• Remuneration policies and practices.

In making the qualitative elements of this disclosure, the Firm is required to provide a level of detail that is appropriate to the Firm’s size and internal organisation, and to the nature, scope and complexity of its activities.

This disclosure is made annually on the date the Firm publishes its annual financial statements and this disclosure relates to the year ended 31 March 2023. As appropriate, this disclosure is made more frequently, for example if there is a major change to the Firm’s business model.

2. Risk Management objectives and policies

The Firm is subject to ICARA (Internal Capital Adequacy and Risk Assessment) process requirements. The purpose of the ICARA process is to ensure that the Firm:

• Has appropriate systems and controls in place to identify, monitor and, where proportionate, reduce all potential material harms; and
• Holds financial resources that are adequate for the business it undertakes.

As part of the ICARA process, the Firm sets out its risk management processes including an analysis of the effectiveness of its risk management processes.

The Firm has established risk management arrangements that seek to:

• meet regulatory requirements as detailed in the FCA handbook, including the requirement to have effective processes to identify, manage, monitor and report the risks it is or might be exposed to;
• reflect industry best practices; and
• be appropriate and effective, taking into account the Firm’s size, nature, characteristics, risk profile and risk appetite.

The Firm’s risk management function is responsible for analysing all risks to which the Firm may be exposed and working with the board of directors to ensure such risks are mitigated as far as possible.

The Firm has established a Risk & Governance Committee which reports to the board of directors and is chaired by an external investment professional and attended by the CEO and the Finance Director/Compliance Officer.

The Firm runs a CIO Office structure with daily investment manager and analyst meetings, monthly formal Capital Allocation, Product, and Security/Fund Selection committee meetings and quarterly Operations and Compliance committee meetings. The Risk & Governance Committee meets on a quarterly basis to review all identified risks and analyse the Firm’s approach to managing them.

Independent from the risk and investment process oversight meetings the Firm also runs client and fund forums which are specifically in place to assess whether mandates remain suitable at the client level.

The Firm maintains a risk register that sets out all identified potential and actual risks, and mitigants in place. The Firm’s Senior Management regularly discuss and review risks which the Firm is exposed to. This ICARA process forms one of the methods through which Senior Management manage the risks within the business, in particular the deployment of risk mitigation techniques to address potential and actual material harms.

3. Governance arrangements

3.1 Overview

The Firm’s management body, its Board of Directors, comprises the CEO and two non-executive directors:

• Symon Stickney, CEO;
• Alexandra (Paula) Steele, Non-Executive Director; and
• Heather Manners, Non-Executive Director.

The Firm’s governance arrangements ensure that the effective and prudent management of the Firm is prioritised. This is both with respect to the composition of the governing body itself and with respect to the Firm’s overall structure, including the segregation of duties within the wider organisation.

The Firm maintains conflicts of interest procedures and processes. This includes the identification, managing and monitoring of potential or actual conflicts under the overall supervision of the governing body. The Firm emphasises the need to prioritise the interests of its clients and to resolve potential or actual conflicts between clients.

The Firm’s Internal Capital Adequacy and Risk Assessment (“ICARA”) process assists the Firm in determining its material harms, including those affecting its clients and the integrity of the market. The Firm’s governing body reviews the ICARA at least annually.

3.2 External directorships

The number of external directorships held by the members of the Firm’s management body are as follows:

3.3 Diversity

The Firm’s diversity policy aims to reflect the Firm’s values and inclusivity at all levels within the organisation, including the management body.

When appointing members of the management body, the Firm adopts the following guidelines:

• The appointment process is based on the principles of fairness, respect and inclusion;
• Appointments are made on the basis of individual competence, skills and expertise; and
• The selection process gives due consideration to candidate suitability without bias with respect to personal factors such as education, professional background, ethnicity, age, disability, sexual orientation, socio-economic status or geographic location.

As a small organisation with a small number of individuals comprising the management body, the Firm does not have any diversity ‘targets’ as such. However, the Firm is satisfied that its practices with respect to management appointments are consistent with the objectives stated above.

3.4 Risk committee

The Firm is not subject to a mandatory requirement to put in place a risk committee, per MIFIDPRU 7.3.1.

Notwithstanding this, the Firm ensures that risk management is embedded into its culture and its overall systems and controls framework as noted in Section 1 above.

4. Own funds

The Firm is a Limited Liability Company. Its capital comprises share capital and audited reserves.

Table A

As at the date of this disclosure the Firm’s regulatory capital position is:

Table B

The following table sets out a reconciliation of the Firm’s own funds to the balance sheet in the Firm’s audited financial statements:

5. Own funds requirements

The Firm’s own funds requirement includes the following components:

The Firm is required to assess the adequacy of its own funds in accordance with the overall financial adequacy rule. This requires the Firm to hold financial resources that are adequate for the business it undertakes. This is designed to achieve two key outcomes for the Firm:

1. To enable it to remain financially viable throughout the economic cycle, with the ability to address any potential material harms that may result from its ongoing activities (including both regulated activities and unregulated activities); and
2. To enable it to conduct an orderly wind-down while minimising harm to consumers or to other market participants, and without threatening the integrity of the wider UK financial system.

The Firm achieves this via its Internal Capital Adequacy and Risk Assessment (“ICARA”) process. The Firm sets out:

• A clear description of the Firm’s business model and strategy and how this aligns with the Firm’s risk appetite;
• The activities of the Firm, with a focus on the most material activities;
• Whether or not the ICARA process is ‘fit-for-purpose’. Where this is the case, the Firm must explain why it has reached this conclusion. Where this is not the case, the Firm must set out the improvements needed, the steps needed to make the improvements and the timescale for making them, and who within the Firm is responsible for taking these steps;
• Any other changes to the Firm’s ICARA process that have occurred following the review and the reasons for those changes;
• An analysis of the effectiveness of the Firm’s risk management processes during the period covered by the review;
• A summary of the material harms identified by the Firm and any steps taken to mitigate them;
• An overview of the business model assessment and capital and liquidity planning undertaken by the Firm;
• A clear explanation of how the Firm is complying with the overall financial adequacy rule (“OFAR”) (i.e. the obligation to hold adequate own funds and liquid assets) vis-à-vis the Firm’s ongoing business activities and wind-down arrangements;
• A summary of any stress testing carried out by the Firm;
• The levels of own funds and liquid assets that, if reached, may indicate that there is a credible risk that the Firm will breach its threshold requirements;
• The potential recovery actions that the Firm has identified; and
• An overview of the Firm’s wind-down planning.

6. Remuneration policies and practices

The Firm is subject to the Remuneration Code (the “Code”) for MIFIDPRU Firms as codified in Section 19G of the SYSC sourcebook of the Financial Conduct Authority handbook.

This disclosure sets out qualitative and quantitative information on the Firm’s remuneration processes and practices.

A. Qualitative information

The Firm must establish, implement and maintain remuneration policies, procedures and practices that are consistent with and promote effective risk management and do not encourage excessive risk taking.

The Firm does not have any direct employees but interprets the term ‘staff’ under SYSC 19G.1.24 to include employees of other entities in the group.

The Firm ensures that the remuneration policy and its practical application are consistent with the Firm’s business strategy, objectives and long-term interests.

Given the nature and small size of our business, remuneration for all employees is set by the management body and reviewed by the board of directors (members of the Firm’s management body and board of directors is the same as those of the employing group entities) which is responsible for agreeing remuneration packages, including variable remuneration, for staff.

Staff receive a salary which reflects their market value, responsibilities and experience and all staff may also receive variable remuneration, such as an annual bonus, where the individual operates within the risk appetite of the company and has demonstrated appropriate behaviour. Key members of staff can also receive share options in the ultimate parent entity, Independent Strategic Group (ISG) Limited.

Variable remuneration is intended to reflect contribution to the Firm’s overall success. Staff are assessed throughout the year and rated based on group, company and individual performance. The performance assessment considers both financial measures and non-financial measures.

The Firm’s linkage between variable remuneration and performance is based upon the following tenets:

1. Ensuring an appropriate balance of financial results between staff and shareholders;
2. Attraction and retention of staff members;
3. Linking a proportion of a staff member’s total compensation to the Firm’s performance;
4. Discouraging excessive risk-taking; and
5. Ensuring client interests are not negatively impacted.

Material risk takers

The Firm is required to disclose the types of staff it has identified as material risk takers: these are individuals whose professional activities have a material impact on the firm’s risk profile.

Material risk takers are subject to additional requirements regarding variable remuneration, including provisions related to guaranteed variable remuneration, retention awards, severance pay, buy-out awards, performance adjustment, discretionary pension benefits and personal investment strategies.

Material risk takers comprise the following:

1. Members of the management body;
2. Staff with managerial responsibility related to arranging deals in investments, dealing in investments, managing investments or advising on investments; and
3. Staff with managerial responsibilities for the activities of a control function (risk management, compliance, audit and for the prevention of money laundering and terrorist financing).

Guaranteed variable remuneration

It is not the Firm’s policy to pay guaranteed variable remuneration.

Severance pay

It is not the Firm’s policy to pay severance pay.

B. Quantitative information

The following quantitative information is with respect to the financial year ended 31 March 2023.