Responsible Investing: Contrarius

Introduction

At Contrarius our objective is to create long-term wealth for our investors through superior long-term investment performance. We believe that long-term performance is driven by the consistent application of a sound investment philosophy. The key characteristics of our investment philosophy are that it is contrarian, valuation based, long-term and based on proprietary fundamental research.

When investing on behalf of our fund investors, our overriding objective is to act in the best interest of the Funds. A prerequisite for a sound investment philosophy is that it is sustainable. As long-term investors, it is critical for us to understand the full range of factors that might affect a company’s business and share price performance. While there is scope for investors to have diverse views about ESG-related matters, we believe there is a broad consensus that a company that acts in a way that damages the environment or is morally or socially irresponsible will eventually undermine its own profitability. We believe that by performing rigorous, fact-based research that carefully seeks to consider risks, including relevant ESG-related risks, we are able to maximise the chances that we can successfully implement our contrarian, valuation-based and long-term investment philosophy in a sustainable manner.

Contrarius is a signatory to the United Nations-supported Principles for Responsible Investment (‘PRI’). We have employed the PRI as a guiding framework for developing our Responsible Investing Policy.

This Policy provides an overview of our approach to responsible investing for the Contrarius Funds and covers how we deal with issues and risks relating to environmental, social, and governance (‘ESG’) matters.
Integration of Responsible Investing

Investment Process

As part of our investment philosophy and process, we select investments following detailed proprietary research. Our research efforts are directed to uncover companies that are trading below their underlying intrinsic values. The focus is on the long-term value of a business rather than short-term sentiment and earnings outlook. As part of our bottom-up research process, we consider a range of factors that might affect a company’s intrinsic value. These factors include environmental, social and governance (‘ESG’) issues.

Investment policy group meetings are where a fundamental investment policy group report is presented by the investment analyst for a company. The investment policy group report also addresses various risks considered relevant to the investment case (including ESG related risks). The investment policy group meeting discusses the investment merits of individual companies and then votes on the companies’ attractiveness versus the market and assigns an overall risk rating to the company.

We have a designated ESG analyst (with the necessary back-up resources) who prepares and presents an ESG report for each company discussed at investment policy group meetings. These separate ESG reports are presented and discussed prior to voting on a share. Incorporation of ESG-related risks and opportunities in both investment policy group reports by investment analysts and separate ESG reports prepared by a designated ESG analyst provides for the identification and assessment of these factors to be considered as part of the vote by the policy group meeting and, among other considerations, are incorporated into the risk rating assigned to the company and the resulting maximum position size of that share that may be purchased by the Funds.

ESG information is held within centralised databases or tools, and accessible by all relevant staff for ongoing analysis of investments.

Screening and Exclusions

Negative screens and broad ESG-related exclusions do not form part of our investment philosophy or fundamental research process. Contrarius believes that screening out investments purely on the basis of ESG-related metrics are not in the best interest of the Funds’ investors.

Contrarius’ approach to responsible investment includes the integration of ESG considerations into the investment process, and the Contrarius Funds may invest in securities with potentially higher exposure to ESG risks where it is believed the potential return outweighs the risks identified.

Review and Monitoring

Our investment analysts conduct ongoing monitoring of individual securities within the investable universe. This ongoing monitoring includes the consideration of relevant ESG-related matters that may impact our assessment of a security’s fair value. A designated ESG analyst collaborates closely with investment analysts and regularly monitors securities within the investable universe utilising third-party ESG data in addition to ongoing internal ESG research, providing an additional input that assists with investment decisions.

In addition to the monitoring of individual securities, the Funds’ portfolio exposures are monitored on an ongoing basis. This portfolio review includes an assessment of exposures to material ESG-related risks and assists in informing the overall portfolio construction process.
Proxy Voting

The incorporation of responsible investing in our research effort extends to our voting at shareholder meetings. Contrarius considers the exercise of proxy voting as central to its stewardship responsibilities. Our Proxy Voting Policy details how proxy voting is directed at Contrarius and sets out the process and procedures taken in relation to resolutions put forward at annual general meetings and extraordinary general meetings. This section of the Responsible Investing Policy should be read in conjunction with the Proxy Voting Policy, available on our website.

Our overriding objective is to act in the best interests of the Funds by voting in support of proposals that will further the longterm value of the companies that the Funds are invested in. We aim to vote on all resolutions wherever possible and practical, taking into consideration local market and operational requirements. We use our own research and make voting decisions without the use of external service providers.

When voting at shareholder meetings, we consider all the aspects of a proposal being put to the vote, including relevant ESG issues. We are mindful to not follow a prescriptive set of rules for proxy voting as this could restrict our ability to act in the Funds’ best interests.

All voting actions are recorded in an internal register and proxy voting details are reported publicly on a quarterly basis.
Engagement

Our fundamental research process does not typically include engagement with management or other representatives of our investee companies. We generally believe that managements’ actions speak louder than words when assessing the merits of an investment and the quality of management. We are also cognisant that engagement may, on occasion, place the Funds in a position where they may be restricted in trading a share, sometimes for lengthy periods. Furthermore, given the publicly available information on companies today (including transcripts and recordings of results, conferences, presentations, investor Q&A’s and detailed filings and company reports), engaging with investee companies does not typically add particular value to the investment decision. However, as part of our approach to responsible investing, we recognise our responsibility as stewards of our investors’ capital and that engagement on ESG-related matters is, on occasion, an effective component of our investment process.

Our engagement activities are guided by our consideration of what is in the best interests of the Funds we manage for investors and subject to applicable laws and regulations in the relevant jurisdiction. Our engagement on ESG-related matters includes complying with the engagement requirements of the EU Shareholder Rights Directive.

Where we conduct engagement activities with our investee companies, we prioritise our efforts and resources generally on areas that we believe may provide the most positive impact on the Funds. We generally conduct our engagement activities privately, but may consider public engagement, where appropriate, among other methods of escalation. Our engagement activities with investee companies may be for various reasons, including influencing corporate practice on ESG-related issues, encouraging improved ESG disclosure or gaining a better understanding of ESG strategy.

We track our engagements in an internal register to facilitate monitoring, review and reporting on our engagement efforts.
Reporting

As a signatory to the PRI, we have made a commitment to transparency and recognise its importance in creating higher standards for responsible investment practices and for the wider financial market. We will make the PRI’s Transparency Report and the PRI Assessment Report available to investors upon request.

We report our proxy voting activity on a quarterly basis. These reports provide a summary of our voting activity during the period in addition to individual details of how we voted on each resolution. These reports are made available on our website and on request.

Our annual Responsible Investing and Stewardship Report constitutes the annual reporting on Contrarius’ engagement and voting activities, as required by the Shareholder Rights Directive II (Directive (EU) 2017/828). As part of this report, we disclose information and examples of our engagement activity together with a summary of our proxy voting activity and a description of the most significant votes during the period. In this report we also make available relevant climate-related disclosures for the benefit of current and prospective investors in the Contrarius Funds. This report is made available on our website and on request.
Related Policies and Documents

The following documents, as well as this Policy, are available on our website (www.contrarius.com):

October 2024

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A "Permitted Client" means any of the following:

A Canadian financial institution or a Schedule III bank;
The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
A subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;
A person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
A pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
An entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);
The Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
Any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
A municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
A trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
A person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
An investment fund if one or both of the following apply:
1. The fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;
2. The fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;
In respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
In respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
An individual who beneficially owns financial assets, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;
A person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of 9 which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;
A person or company, other than an individual or an investment fund, that has net assets of at least $25 million as shown on its most recently prepared financial statements;
A person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q).

A "Professional Investor" means a person who is considered to be a professional client or may, on request, be treated as a professional client within the meaning of Annex II of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Under Annex II of the Markets in Financial Instruments Directive, a professional client is a client who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. In order to be considered a professional client, the client must comply with the following criteria:

Categories of client who are considered to be professionals

Entities which are required to be authorised or regulated to operate in the financial markets. The list below should be understood as including all authorised entities carrying out the characteristic activities of the entities mentioned:
1. credit institutions
2. investment firms
3. other authorised or regulated financial institutions
4. insurance companies
5. collective investment schemes and management companies of such schemes
6. pension funds and management companies of such funds
7. commodity and commodity derivatives dealers
8. locals
9. other institutional investors
Large undertakings meeting two of the following size requirements on a company basis:
1. balance sheet total: EUR 20,000,000;
2. net turnover: EUR 40,000,000;
3. own funds: EUR 2,000,000.
National and regional governments, public bodies that manage public debt, Central Banks, international and supranational institutions such as the World Bank, the IMF, the ECB, the EIB and other similar international organisations.
Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.

An "accredited investor" means any of the following:

a Canadian financial institution, or a Schedule III bank;
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph;
the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;
an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1 000 000;
an individual whose net income before taxes exceeded $200 000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300 000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
an individual who, either alone or with a spouse, has net assets of at least $5 000 000;
a person, other than an individual or investment fund, that has net assets of at least $5 000 000 as shown on its most recently prepared financial statements;
an investment fund that distributes or has distributed its securities only to:
1. a person that is or was an accredited investor at the time of the distribution;
2. a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of National Instrument 45-106 (NI 45-106) [Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or
3. a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment fund reinvestment].
an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
a person acting on behalf of a fully managed account managed by that person, if that person:
1. is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
2. in Ontario, is purchasing a security that is not a security of an investment fund.
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function
a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or
a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as an accredited investor.

For the purposes of the Securities and Futures Ordinance (“SFO”), “professional investor” means:

any recognized exchange company, recognized clearing house, recognized exchange controller or recognized investor compensation company, or any person authorized to provide automated trading services under section 95(2) of the SFO;
any intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong;
any authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong
any insurer authorized under the Insurance Companies Ordinance (Cap. 41 of the laws of Hong Kong), or any other person carrying on insurance business and regulated under the law of any place outside Hong Kong
any scheme which:
1. is a collective investment scheme authorized under section 104 of the SFO; or
2. is similarly constituted under the law of any place outside Hong Kong and, if it is regulated under the law of such place, is permitted to be operated under the law of such place.
3. or any person by whom any such scheme is operated;
any registered scheme as defined in section 2(1) of the Mandatory Provident Fund Schemes Ordinance (“MPFSO”) (Cap. 485 of the laws of Hong Kong), or its constituent fund as defined in section 2 of the Mandatory Provident Fund Schemes (General) Regulation (Cap. 485 subsidiary legislation), or any person who, in relation to any such registered scheme, is an approved trustee or service provider as defined in section 2(1) of the MPFSO or who is an investment manager of any such registered scheme or constituent fund;
any scheme which:
1. is a registered scheme as defined in section 2(1) of the Occupational Retirement Schemes Ordinance (“ORSO”) (Cap. 426); or
2. is an offshore scheme as defined in section 2(1) of the ORSO and, if it is regulated under the law of the place in which it is domiciled, is permitted to be operated under the law of such place, or any person who, in relation to any such scheme, is an administrator as defined in section 2(1) of the ORSO;
any government (other than a municipal government authority), any institution which performs the functions of a central bank, or any multilateral agency;
except for the purposes of Schedule 5 to the SFO, any corporation which is:
1. a. a wholly owned subsidiary of:
  1. an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or
  2. an authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong; or
2. a holding company which holds all the issued share capital of:
  1. an intermediary, or any other person carrying on the business of the provision of investment services and regulated under the law of any place outside Hong Kong; or
  2. an authorized financial institution, or any bank which is not an authorized financial institution but is regulated under the law of any place outside Hong Kong; or
3. any other wholly owned subsidiary of a holding company referred to in subparagraphs (ii); or
any person of a class which is prescribed by rules made under section 397 of the SFO for the purposes of this paragraph as within the meaning of this definition for the purposes of the provisions of the SFO, or to the extent that it is prescribed by rules so made as within the meaning of this definition for the purposes of any provision of the SFO.

For the purposes of paragraph 10 above, the following persons are “prescribed”:

any trust corporation having been entrusted under the trust or trusts of which it acts as a trustee with total assets of not less than HKD$40 million or its equivalent in any foreign currency:
1. as stated in the most recent audited financial statement prepared: in respect of the trust corporation; and within 16 months before the relevant date;
2. as ascertained by referring to one or more audited financial statements, each being the most recent audited financial statement, prepared:
  1. in respect of the trust or any of the trusts; and
  2. within 16 months before the relevant date; or
3. as ascertained by referring to one or more custodian statements issued to the trust corporation:
  1. in respect of the trust or any of the trusts; and
  2. within 12 months before the relevant date;
any individual, either alone or with any of his associates on a joint account, having a portfolio of not less than HKD$8 million or its equivalent in any foreign currency:
1. as stated in a certificate issued by an auditor or a professional accountant of the individual within 12 months before the relevant date; or
2. as ascertained by referring to one or more custodian statements issued to the individual (either alone or with the associate) within 12 months before the relevant date;
any corporation or partnership having:
1. a portfolio of not less than HKD$8 million or its equivalent in any foreign currency; or
2. total assets of not less than HKD$40 million or its equivalent in any foreign currency, as ascertained by referring to:
3. the most recent audited financial statement prepared:
  1. in respect of the corporation or partnership (as the case may be); and
  2. within 16 months before the relevant date; or
4. one or more custodian statements issued to the corporation or partnership (as the case may be) within 12 months before the relevant date; and
any corporation the sole business of which is to hold investments and which is wholly owned by an individual who, either alone or with any of his associates on a joint account, falls within the description in paragraph (b).

About Us

Responsible Investing

Introduction

Integration of Responsible Investing

Investment Process

Screening and Exclusions

Review and Monitoring

Proxy Voting

Engagement

Reporting

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