SITE OWNER AND EDITOR: WIRQUIN PLASTIQUES
S.A.S.U au capital de 961 000 Euros
11 rue du Château de Bel Air
44482 CARQUEFOU Cedex
Tel. : +33 (0)184.108.40.206.25
309 494 953 R.C NANTES
Design website: Wirquin Ltd
Publication : Wirquin Ltd
Host : HOST Server
2.Intellectual property rights
The entire content of this site is covered by the French Intellectual Property Code.
The presentation and content of this site, of which WIRQUIN Plastiques is the owner, constitute a work protected by current intellectual property laws.
Unless otherwise specified, the designations or titles, logos and names of all products and services are the exclusive property of WIRQUIN Plastiques.
The photographs, texts, slogans, drawings, models, images, animated sequences, whether or not accompanied by sound, and all works integrated into the site are the property of WIRQUIN Plastiques or of third parties that have authorized their use by WIRQUIN Plastiques.
The reproduction, in either paper or computer format, of the said site and of the items reproduced thereon is authorized subject to it being solely for personal use excluding all use for advertising and/or commercial and/or information purposes and to it being in accordance with the provisions of article L. 122-5 of the French Intellectual Property Code.
Other than in accordance with the above provisions, all reproduction, representation, use or modification, irrespective of the process and format, of all or part of the various works and models of the products contained thereon without the prior approval of WIRQUIN Plastiques, is strictly prohibited and represents an infringement of copyright.
3.Information concerning products and services
This site constitutes a general presentation of the Group, and of WIRQUIN Plastiques’ products and services. The textual, photographic and other information presented thereon are of a general nature, purely for information, and shall under no circumstances constitute a contractual document liable to form the basis of any legal action.
Given the interactive nature of the site, WIRQUIN Plastiques reserves the right to modify the information contained thereon, particularly that relating to the technical characteristics of the products presented, at any time, without prior notice and without its content being binding on WIRQUIN Plastiques, the members of its commercial network or its employees.
4.Personal and other data
In accordance with Law N°78-17 dated 6 January 1978 relating to information systems, files and freedom, this site has been the subject of declarations to the Commission Nationale de l’Informatique et des Libertés (national committee for information systems and freedom), under numbers 1275765, 1275768 and 1275754.
You can consult this site without revealing your identity or giving away any personal information.
Any information that you communicate will be considered as being non confidential and able to be freely used and distributed by WIRQUIN Plastiques, its subsidiaries and the members of its commercial network, subject to the applicable legal provisions and, in particular, Law N78-17 dated 6 January 1978 concerning information systems and freedom and the provisions concerning banking secrecy.
For reasons of transparency and in order to protect your rights, WIRQUIN Plastiques will not procure any information enabling you to be personally identified other than the information that you give us when completing and forwarding the forms figuring on the site.
The information collected concerning you that is essential in order to answer your requests for information etc. is for the exclusive use of WIRQUIN Plastiques, its subsidiaries and members of its commercial network.
In accordance with Article 34 of Law N°78-17 dated 6 January 1978 concerning information systems and freedom, you have the right to access and rectify any data concerning you by contacting us.
Data not of a personal nature
We may obtain certain information automatically which can under no circumstances be associated with an individual. Such information concerns the type of internet navigator that you use, your computer’s system and the name of the domain by which you accessed our site.
When you visit our site, we may implant a cookie in your computer. A cookie is a small data block sent to your navigator by a web server and stored on your computer’s hard disk. The cookie does not allow us to identify you personally. Generally speaking, it allows us to record information relating to your computer’s navigation on our site (the country and language chosen, etc.). This information will be read during your subsequent visits in order to facilitate your navigation.
Naturally you may prevent the recording of cookies by configuring your navigator.
You may also delete cookies at any time and individually by referring to your computer’s user manual.
5. Hypertext links
The establishment of a hypertext link to the www.wirquin.com site requires prior written permission from WIRQUIN Plastiques. If you wish to establish a hypertext link with our site, you should contact the WIRQUIN Plastiques site supervisor.
Under no circumstances can WIRQUIN Plastiques be held responsible for sites having a hypertext link with this site and disclaims all responsibility for their content and use.
6.Limitation of responsibility
The user uses this site at his/her own risk. Under no circumstances may WIRQUIN Plastiques, its subsidiaries or members of its network be held responsible for any damage, either direct or indirect, in particular any actual physical damage, loss of data or programme or financial loss resulting from the access to or use of this or any other site linked to it. The content of the site is presented with no guarantees whatsoever.
The information on the products and their characteristics correspond to a definition at the time of publishing or updating of the pages of the site; it is only given for guidance purposes and shall not be considered as representing a contractual offer for products or services emanating from WIRQUIN Plastiques, its subsidiaries or members of its network. Errors or omissions may occur.
These General Conditions are subject to French national law. The language of the General Conditions is French. In the event of litigation, only French courts are competent.
8.Updating of the General Conditions
WIRQUIN Plastiques reserves the right to modify and update access to the site and the General Conditions at any time. Consequently such modifications and updates require the user to refer regularly to this section in order to check the General Conditions in force.
By “subsidiary” we mean any company that is a member of the group to which WIRQUIN Plastiques belongs.
By “commercial network”, we mean any of WIRQUIN Plastiques’ customers and/or trading partners, including its products’ retailers.
WIRQUIN LIMITED CONDITIONS OF SALE:
In these conditions:
“the Company” shall mean Wirquin Ltd.
“Force Majeure Event” has the meaning given in clause 17.
“the Products” shall mean all goods and services and associated documentation to be supplied under this Contract.
“writing” includes facsimile transmission, and comparable means of communication.
All quotations are made and all orders are accepted subject to these conditions. Quotations given by the Company shall not constitute an offer.
The Customer’s order constitutes an offer to buy the Products on these conditions and shall be deemed to be accepted when the Company issues an order acknowledgement at which point the Contract shall come into existence.
All other terms conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing.
In no circumstances will any conditions of purchase submitted at any time by the Customer be applied to this or any other Contract and any failure by the Company to challenge any such conditions of purchase does not imply acceptance of those conditions of purchase.
In the event of a conflict between these conditions and the specific terms and conditions of quotation then the latter shall prevail.
Acceptance by the Customer of delivery of the Products shall be deemed to constitute unqualified acceptance of these conditions.
1.10 Unless otherwise stated therein quotations shall be available for acceptance for a maximum period of 30 days from issue and may be withdrawn at any time by the Company by written or oral notice.
1.11 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. Any statement or representation (other than in the Company’s quotation, these terms or order acknowledgement) by the Company its servants or agents upon which the Customer wishes to rely must be set out in writing and attached to or endorsed on the Customer’s order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation.
Any statement or representation which is not so confirmed in writing is followed or acted upon entirely at the Customer’s own risk.
1.12 The Contract is between the Company and the Customer as principals; neither the benefit nor the burden is assignable by the Customer at any time without the Company’s prior written consent.
1.13 The contract (including the rights or obligations thereunder) may be assigned, transferred or subcontracted by the Company at any time.
1.14 Unless specifically agreed to the contrary all trade terms shall be interpreted in accordance with current INCOTERMS (International Commercial Terms).
1.15 If, subsequent to this Contract (which is subject to these conditions), a further contract of sale is made with the same Customer without reference to any conditions of sale or purchase, such contract howsoever made shall be deemed to be subject to these conditions (as amended and updated from time to time)
2. ELECTRONIC TRADING
If the Company and Customer agree that electronic trading between them shall be a basis for order processing an invoicing then the Standard Interchange Agreement (3rd Edition December 1993 as amended or revised from time to time) of the Electronic Commerce Association (or any successor body or association) shall be incorporated into the contract by reference. If and to the extent of any conflict or inconsistency between these conditions and the Standard Interchange Agreement, the former shall prevail.
Electronic orders shall be valid if all the information agreed between the Customer and the Company as being required is properly set out in the agreed format and the order is transmitted by the Customer to the Company by reference to the correct identification code and is received by the Company when collecting its electronic mail from the relevant system.
Each valid electronic order will be deemed to be accepted by the Company unless the Company communicates rejection of the order to the Customer by electronic or other means (including telephone) within two working days of receipt. Acceptance of an order shall constitute a contract for sale and purchase to which these conditions and the Standard Interchange Agreement shall apply.
Unless otherwise agreed in Writing by the Company delivery shall be deemed to take place:
in the case of ex-works sales when the Products are made available by the Company for collection by the Customer or its carrier; and
in all other cases upon delivery by the Company to the agreed mainland UK delivery point, airport or port but before the Products are unloaded, which shall be the responsibility of the Customer.
The Company shall not be obliged to make delivery unless and until the Company has received all necessary information, drawings, final instructions and approvals from the Customer and any delays or alterations by the Customer may result in delayed delivery for which the Company shall not be responsible.
All dates and periods for delivery are estimated only and do not constitute fixed times for delivery by the Company. Time of delivery is not of the essence. The Customer shall have no right to damages or to cancel the contract for failure by the Company to meet any delivery times given in the contract or subsequently set where such failure is caused by a Force Majeure Event.
If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products subject to a maximum of 10% of the contract price. The Company shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
Notwithstanding clause 3.3 the Customer shall be obliged to accept delivery on the date or within the period stated in the order or acknowledgement of order or (if none is so stated) within one month after the issue of written notice by the Company requiring the Customer to accept delivery. Failure by the Customer either to take delivery or to make payment in respect of any one or more instalments of Products shall entitle the Company to:
terminate the Contract (such right is without prejudice to any other rights and remedies available to the Company whether expressly provided for in these Conditions or implied by any rule of law); and/or
store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
Where the Customer requests and the Company agrees to postpone delivery or where delivery is otherwise postponed without default by the Company the Customer shall pay upon receipt of written demand from the Company all costs and expenses including a reasonable charge for storage and transportation occasioned thereby and the Customer shall pay for the Products in accordance with these conditions as if the same had been delivered in the ordinary course without reference to the postponement. In addition, the Company shall be entitled to claim interest pursuant to Clause 7.3.2 of these conditions from the date on which payment would have fallen due, had the Products been delivered in the ordinary course but for the postponement.
Unless otherwise expressly agreed in writing the Company may affect delivery in one or more instalments. Where delivery is affected by instalments each instalment shall be treated as a separate contract governed by these conditions. No delay in the delivery at any instalment of Products or any defect therein shall entitle the Customer to terminate the remainder of the contract or any other instalments.
4. RISK AND TITLE
Risk in the Products shall pass to the Customer upon delivery and the Customer is then solely responsible for all loss, damage or deterioration to the Products.
Title to the Products shall not pass to the Customer until either:-
The Company has received in full (in cash or cleared funds) all monies payable (whether or not due) to the Company under this and any other contracts for Products once agreed between the Company and the Customer including contracts made after this contract; or
when the Company serves on the Customer notice in writing specifying that title in the Products or any part thereof has passed; or
the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 4.5.
Until title has passed to the Customer the Company may require the Customer to deliver up to the Company all Products in respect of which the Company has title and if the Customer fails to do so forthwith the Company’s officers, employees, representatives or agents shall be entitled to enter upon any premises where such Products are kept for the purpose of recovering the same.
Until title to the Products has passed to the Customer pursuant to these conditions the Customer shall:
possess the Products as fiduciary agent and bailee of the Company;
store the Products separately from all other goods held by the Customer not owned by the Company;
maintain the Products in satisfactory condition and ensure that they are fully insured on an all risks basis for their full price from the date of delivery;
ensure that the Products are clearly identifiable as belonging to the Company;
not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
give the Company such information relating to the Products as the Company may require from time to time;
notify the Company immediately if it becomes subject to any of the events listed in clause 16; and
permit the Company to enter upon any premises where such Products are kept for the purpose of satisfying itself that this condition is being complied with by the Customer.
Subject to clause 4.6, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Company receives payment for the Products.
However, if the Customer resells the Products before that time:
it does so as principal and not as the Company’s agent; and
title to the Products shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.
If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 16, then, without limiting any other right or remedy the Company may have:
the Customer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and
the Company may at any time:
require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
5. CANCELLATION AND AMENDMENT
No contract can be amended or cancelled except with the Company’s approval in writing and should such approval be given the Customer shall indemnify the Company against any costs losses or expenses resulting from any cancellation or amendment.
The price of the Products shall be the price set out in the Company’s most up to date price list.
Unless otherwise agreed in writing all prices are net for delivery (ex-works) and VAT and any other applicable taxes are payable in addition.
Unless otherwise stipulated by the Company in writing prices are payable in Sterling or if the Sterling currency shall cease to exist when the contract is made, shall be payable in such currency as replaces the Sterling currency.
The Company shall be entitled at any time by giving notice in writing, before delivery to make a reasonable adjustment to the price in the event of any alteration in quantity, design or specification requested by the Customer.
The Company reserves the right at any time prior to delivery by giving notice in writing to increase the price if:
there is any increase in the cost of materials labour transport or utilities or if the costs of the Company are increased by any other factor beyond the reasonable control of the Company (including but not limited to foreign exchange fluctuations, increases in taxes and duties); or
there is any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate or accurate information or instructions.
The Customer shall be liable to the Company for any demurrage costs incurred in the event of vehicles being unduly delayed at the point of delivery.
7. TERMS OF PAYMENT
Unless otherwise agreed by the Company in writing payment shall be made within 30 days from the date of invoice and the Companyshall be entitled to issue invoices in the month in which the Products are delivered or would have been delivered save for postponement otherwise then due to default on the part of the Company. Time for payment of the price is of the essence of the contract.
No disputes arising under this contract (or any other contract between the Company and the Customer) shall serve to permit payment by the Customer of sums due to the Company to be delayed nor shall such disputes interfere with or prevent the Customer from making prompt payment in full and cleared funds. The Customer shall not be entitled to make any deduction from sums owing to the Company by reason of any such dispute.
In the event of default in payment by the Customer the Company shall be entitled without prejudice to any other right or remedy:
to immediately suspend without notice all further deliveries on this or any other contracts between the Company and the Customer; and/or
to charge interest on a daily basis from the due date until actual payment (after as well as before judgement) on any amount outstanding at the rate of 4% per annum above the base rate of HSBC Bank plc from time to time; and/or
to serve notice on the Customer requiring immediate payment for all Products supplied by the Company under this and all other contracts between them whether or not payment is otherwise due or invoiced.
The Company reserves the right to request a financial guarantee in respect of any order placed by a Customer and the Company may at its option delay or refuse any such order until an acceptable form of guarantee is provided by the Customer.
Subject to Clause 8.2 the Products shall in all material respects be of such specification agreed between the Company and the Customer under the contract, or (if not so agreed) shall be generally in all materials respects in accordance with any published specification issued by the Company;
The Company reserves the right to make changes in dimensions or other specifications of the Products as are required to conform to applicable standards or laws or are otherwise within reasonable limits having regard to the nature of the Products. Dimensions specified by the Company are to be treated as approximate only unless it is specifically agreed in Writing that exact measurements are required.
9. LOSS SHORTAGES AND DAMAGE APPARENT ON DELIVERY INSPECTIONS
The Customer shall have no claim for loss, shortages or damage on delivery which are or would be apparent on inspection unless the Customer:
Unpacks and inspects the Products as soon as reasonably practicable following receipt;
notifies the Company of any loss, shortages or damage (otherwise then by a qualified signature on the delivery note) within 48 hours of receipt; and
demonstrates to the satisfaction of the Company that such loss, shortages or damage occurred prior to delivery.
The Customer shall have no rights in respect of loss, shortages or damage unless the Company is given reasonable opportunity to inspect the Products and investigate any complaint before any use of or alteration to or interference with the Products.
On a valid complaint made in accordance with this Clause 9 the Customer shall be entitled (in the case of notified shortages) to receive within a reasonable time a delivery of Products equivalent to the shortfall and (in the case of defects) the Company at its option shall repair, replace or provide a credit for the price of the affected Products but the Company shall have no further liability whatsoever. If a complaint of loss, shortages or damage on delivery is not made to the Company in accordance with this Clause 9 then the Products shall be deemed to be delivered complete and undamaged in accordance with the contract and the Customer shall be bound to pay for the same accordingly.
Loss, shortages or damage in a delivery or any instalment delivery shall not be a ground for termination by the Customer of the contract or the remainder of the contract (as the case may be).
10.1 The Company warrants that Products which do not comply with either Clause 8.1 or sections 13 to 15 of the Sale of Goods Act 1979 (as amended by the Sale and Supply of Goods Act 1994) or are shown to have been defective at delivery as a result of faulty design workmanship or materials (other than free-issue materials), shall either at the Company’s option be repaired, replaced or that a credit or refund for the price thereof shall be given provided always that:
the Company receives written notice of the defect within 12 months of delivery;
no alteration to or interference with the Products takes place before the Company is given access to the Products to inspect and test the same;
the defect does not consist of a loss, shortage or damage to which Clause 9 is expressed to apply;
the defect does not arise by reason of a design specification or instruction given by the Customer;
the Customer has not defaulted in its obligation to make payment of the contract price for the Products;
the defect shall not be attributable to incorrect storage, installation or use of the Products by the Customer or failure by the Customer to follow the Company’s oral or written instructions;
the defect shall not be a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
the defect has not arisen as a result of the Products differing from the Customer’s specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 10, the Company shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 10.1.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10.4 The Customer shall indemnify the Company in respect of loss or damage arising from any use made of Products after the Customer became or ought reasonably to have been aware of a defect.
In the event of a valid claim being made in accordance with Clause 10.1:
the Customer shall be bound to accept repaired or replacement Products or at the Company’s option credit or repayment and shall not be entitled to terminate the contract;
if the Company does not repair or replace Products within 60 days or such longer time as may be reasonable then the Customer’s sole remedy shall be an entitlement to full credit or repayment in respect of the defective Products; and the Company shall be under no further liability in respect of any loss or damage arising from the defect or from any delay before repair replacement credit or refund is affected.
11.1 The Company does not limit or exclude its liability under these conditions for:
breach of the terms implied under Section 12 of the Sale of Goods Act 1979 (good title) (as amended by the Sale and Supply of Goods Act 1994);
death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable) as defined in the Unfair Contract Terms Act 1977;
fraud or fraudulent misrepresentation;
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
Save as provided under Clauses 9, 10 and 11.1;
the Company shall have no liability to the Customer;
the Company’s total liability, whether in respect of one claim or in the aggregate shall not exceed the contract price payable under this contract for the supply of Products to be provided under it.
The Customer acknowledges that the limitation of the Company’s liability is reasonable in all the circumstances and the Customer agrees that it is its own responsibility to insure adequately to cover any loss or damage in excess of the aforesaid limit of the Company’s liability. Subject to reaching agreement on terms, the Company and the Customer may determine an increased level of liability which is to be accepted in Writing by the Company to cover, in particular specific types of loss or damage which both parties reasonably foresee and anticipate.
In this clause
the term “liability” means any form of liability or loss whatsoever including but not limited to loss whether in misrepresentation under contract, common law, equity, tort and any breach of statutory provision whether or not based on negligence or breach of any express or implied duty, or otherwise for any loss other than strictly direct losses (meaning for these purposes the increased costs of purchasing products from a third party or the cost of remedial repair work) and specifically consequential, financial or economic loss whether direct or indirect including
but not limited to any incidental costs of dismantling, fitting or other ancillary work required in connection with the provision of a repair or replacement, any loss of production, profits, contracts, loss of use or anticipated savings and any claims made against the Customer by any third party are excluded.
To the extent that any liability of the Company is expressed to be limited or excluded by these conditions the Customer shall indemnify the Company in respect thereof.
12. CONFIDENTIAL INFORMATION ETC
All drawings, documents, records, computer software, technical or commercial know-how, specifications, inventions, processes or initiatives and other information concerning the Company’s business, its products and services supplied by the Company to the Customer, its employees, agents or subcontractors are supplied on the express understanding that such information is confidential and any intellectual property rights associated with such information (including but not limited to copyright) is reserved to the Company and that the Customer will not without the prior written consent of the Company either give away, loan, duplicate, charge, transfer, register, exhibit, sell, or otherwise deal with such intellectual property rights or extracts therefrom or copies thereof or use the same in any way except in connection with the Products in respect of which they are issued and intended.
This clause 12 shall survive termination of the Contract.
13. INTELLECTUAL PROPERTY INDEMNITIES
If the Customer is subject to a claim or threatened with any action alleging that the Products in the form supplied infringe any third party patent; design rights or other intellectual property rights then provided that the Customer promptly informs and fully co-operates with the Company and, if requested, allows the Company the conduct and defence thereof on the Customer’s behalf, the Company will indemnify the Customer against any award of damages for infringement made in any such action by a court or other competent body against the Customer.
13.2 If the Products are found to be infringing any third party intellectual property rights the Customer agrees that the Company shall have the option (at its own expense) either to:
modify the Products so that they do not infringe and such intellectual property rights;
to replace the Products with non-infringing substitute Products;
to procure for the Customer the right for the Customer to continue its use of the Products; or
to repurchase the Products from the Customer at the price paid by the Customer less an allowance for the use made thereof.
The Company shall have no liability in respect of claims for infringement or alleged infringement of third parties’ patent or other intellectual property rights arising from the manufacture or supply of the Products to the Customer’s instructions or in accordance with designs, plans or specifications given by the Customer and the Customer shall indemnify the Company against liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Specification. This clause 13.3 shall survive termination of the Contract.
14. CUSTOMER’S DRAWINGS
The Customer shall be solely responsible for ensuring that all drawings information advice and recommendations specified or given to the Company by the Customer or its agents servants consultants or advisers are accurate, correct and suitable for the Customer’s requirements. Examination or consideration by the Company of such drawings, information, advice or recommendations shall not result in any liability on the part of the Company.
15. COMPANY LITERATURE
The information contained in the advertising, sales, samples, technical and other descriptive literature issued by the Company including any illustrations performance details, examples or installations and methods of assembly and all other information and data in such literature are based on experience and upon trials under test conditions and are approximate and provided for general guidance only. No such information or data shall form part of the contract unless it is specifically referred to in the quotation or order acknowledgement or the Customer shall have complied in respect thereof with Clause 1.12.
Without prejudice to any other rights or remedies of the Company, the Company shall be entitled in any of the following circumstances to terminate (in whole or in part) with immediate effect by giving written notice this and any other contract whenever made between the Company and the Customer and/or to suspend deliveries and/or to receive upon demand payment of all monies payable under any such contracts whether or not otherwise due:
the Customer makes or proposes any voluntary arrangement with its creditors or enters into negotiation with its creditors with a view to rescheduling its debts
the Customer becomes subject to an administration order or an application is made to court or becomes bankrupt or goes into liquidation;
a creditor or an encumbrancer of the Customer takes possession or a receiver is appointed (or a person is able to appoint a receiver) of the whole or any part of the property or assets of the Customer;
the Customer suspends, or threatens to suspend, payment of its debts, or becomes unable to satisfy its debts as they fall due, or is deemed unable to pay its debts within the meaning of the Insolvency Act 1986;
the Customer ceases, suspends or threatens to cease or suspend to carry on all or a substantial part of its business;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
the Company reasonably believes that any of the events mentioned above or any equivalent or similar event under any relevant laws in any other jurisdiction to which the Customer or any connected person is subject has or may occur;
the Customer or any connected person commits any breach of this or any other contract whenever made between the Customer and the Company; or
if the Customer fails to pay any amount due under this Contract on the due date for payment.
On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest.
Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
17. FORCE MAJEURE
The Company shall not be liable for any failure or delay in the performance of its obligations under the contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeur Event means an act of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions governmental restriction, condition or control, any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not (including but not limited to strikes, lock-outs or other industrial disputes), default by suppliers of the Company (including but not limited to failure of energy sources or transport network), shortage of materials or by any other act, matter or thing beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable including failure by the other party to carry out any thing required for performance of the contract.
In the event that the Company does not perform its obligations by reason of any of the causes referred to in Clause 17.1 within six months after the time for performance then the either party may by written notice terminate the contract without liability save that the Customer shall pay for any Products delivered or completed at the time of termination.
Any tools (such as jigs, dies etc.) which the Company may construct or obtain specifically in connection with the Products (including any associated intellectual property rights of such tools) shall, notwithstanding any charges the Company may make to the Customer for them, be and remain the Company’s sole and unencumbranced property and in the Company’s possession and control without restriction.
19. CONSUMER PROTECTION ACT 1987
Where the Customer purchases the Products for use or incorporation with any composite products to be assembled produced processed packed or supplied by the Customer or for resale or supply ancillary to any such composite products or other products supplied by the Customer then:
the Customer shall forthwith on demand produce for inspection by the Company copies of all written instructions information and warnings to be supplied by the Customer in relation thereto provided nevertheless that such inspection or right to inspect shall not give rise to any responsibility or liability on the part of the Company; and
the Customer shall indemnify the Company against any losses costs and damages that the Company may suffer or incur in the event that any claim is made against the Company in relation thereto if the Products did not comprise the defective element thereof or were rendered defective by reason of actions or omissions of the Customer (including without limitation the supply of defective free-issue materials) or were rendered defective by reason of instructions or warnings given or omitted by the Customer or other reseller.
For the purpose of Clause 20.1 the term “defective” shall be interpreted in accordance with the limitation contained in Part 1 of the Consumer Protection Act 1987.
20. HEALTH & SAFETY
The Customer agrees to pay due regard to any information supplied by the Company relating to the use for which the Products are designed or have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, chained, serviced or maintained by any person and the Customer undertakes to take such steps as may be specified by such information or otherwise necessary to ensure that as far as is reasonably practicable the Products will be safe and without risk to health at all times as mentioned above.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 22.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
22. GENERAL (LAW AND JURISDICTION)
The contract shall be governed and interpreted exclusively according to
the Laws of England.
The Contract shall be governed and interpreted exclusively according to the Laws of England. The parties hereby agree to submit to the exclusive jurisdiction of the English courts provided that the Company may at its option take proceedings in the courts of the state in which the Customer is domiciled including action to obtain any remedy (including injunctive relief).
No waiverof or delay or failure by the Company to exercise any rights or remedies provided under the contract or by law shall constitute a waiver of that or any other right or remedy and shall prejudice or preclude any future or further exercise thereof. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision of these conditions shall be held invalid, illegal or unenforceable in whole or in part then it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable and the unaffected provisions shall remain in full force and effect. Headings appear for convenience only and shall not affect the construction of these conditions.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Company.
In cases for the sale or supply of Products overseas, the following additional provisions shall apply unless otherwise stipulated in writing by the Company:
the Customer shall be solely responsible for obtaining all necessary import authorisations, the payment of any applicable import taxes, duties or imposts and the Company shall be under no obligations to insure the Products or to give the Customer the notice specified in Section 32(3) of the Sale of Goods Act 1979 (or any re-enactment thereof);
quotations issued in a currency other than Sterling may, at the Company’s option, unless otherwise agreed in writing, be subject to amendment in the event of fluctuations in the applicable exchange rate prior to the date of invoice;
Payment in respect of Products for export is due on the date specified by the Company at the date when the Contract is made, in the currency stated in the invoice and in accordance with the method of payment stipulated by the Company.
In the case of any order for the export of Products, to the extent permitted by law, the following laws shall not apply to or be incorporated into the Contract:
the Schedule to the Uniform Law on International Sales Act 1967; and
the limits imposed by the Unfair Contract Terms Act 1977 on the extent to which liability can be excluded or limited.
The Celmac Group Limited Retirement Benefits Plan
Statement of Investment Principles – September 2020 (Replaces February 2020)
The Trustees of the Celmac Group Limited Retirement Benefits Plan (the “Plan”) have drawn up this Statement of Investment Principles (“the Statement”) to comply with the requirements of the Pensions Act 1995, the Occupational Pension Scheme (Investment) Regulations 2005, subsequent legislation and associated requirements. The Statement is intended to affirm the investment principles that govern decisions about the Plan’s investments. This Statement supersedes the previous version, dated February 2020.
This Statement has been prepared after obtaining written professional advice from Mercer Limited (the “Investment Consultant”) which is authorised and regulated by the Financial Conduct Authority (“FCA”). The Trustees believe the Investment Consultant meets the requirements of Section 35(5) of the Pensions Act 1995 (as amended). The Trustees have consulted with Wirquin Limited (the “Sponsoring Employer”) and the Sponsoring Employer has no objections to the contents of this Statement.
The investment responsibilities of the Trustees are governed by the Plan’s Trust Deed and Rules (a copy of which is available for inspection upon request) and relevant legislation.
The Trustees will, as a minimum, review this Statement every three years to ensure that it remains accurate. The Statement will be amended more frequently should any material changes be made to the Plan’s investment arrangements.
2. Plan Governance
A brief overview of the various parties involved in the Plan’s governance structure is set out below.
The Plan’s assets are held in trust by the Trustees. The Trustees are responsible for the investment of the Plan’s assets. The Trustees are able to delegate certain decisions. When determining which decisions to delegate, the Trustees will take into account whether they have the appropriate training and are able to secure the necessary expert advice in order to take an informed decision. Further, the Trustees’ ability to effectively execute the decision will also be considered.
The Investment Manager
The Trustees have chosen to entrust the day-to-day management of the investments to the Investment Manager. All assets (excluding AVCs) are managed by Legal and General Investment Management (“L&G”).
All investments will typically be held in collective investment funds managed by the Investment Manager. The terms are contained in the documentation provided by the Investment Manager to the Trustees. Either the Investment Manager or the specific funds in which the Plan is invested are authorised and regulated by the FCA.
3. Process for Choosing Investments
The Trustees have considered their investment and funding objectives together and in light of the strength of the Sponsoring Employer covenant to ensure that the two are compatible and supportable. The Trustees have then constructed a portfolio of investments consistent with these objectives and which they hope will deliver the maximum level of return (net of all costs) for the level of risk taken on (taking into account limitations on the overall complexity of arrangements appropriate to the size of assets under management).
The Trustees take into account what they believe to be financially material considerations over an appropriate time horizon, which can include risk and return expectations as well as Environmental, Social and Governance (“ESG”) issues where these are considered to have a material impact on income, value or volatility of an investment held or the overall portfolio of investments held by the Plan. Specific considerations are detailed throughout this Statement.
In considering the appropriate investments for the Plan the Trustees have obtained and considered the written advice of the Investment Consultant whom the Trustees believe to be suitably qualified to provide such advice. The advice received and arrangements implemented are, in the Trustees’ opinion, consistent with the requirements of Section 36 of the Pensions Act 1995 (as amended).
4. Investment Objectives
The objectives set out here, and the risks and other factors referenced in this Section, are those that the Trustees determine to be financially material considerations in relation to the Plan.
The Trustees’ primary objective is to invest the Plan’s assets in the best interest of the members and beneficiaries and in the case of a potential conflict of interest in the sole interest of the members and beneficiaries. Within this framework the Trustees have agreed a number of secondary objectives to help guide them in their strategic management of the assets and control of the various risks to which the Plan is exposed. The Trustees’ secondary objectives are as follows:
- · To ensure that the Trustees can meet the obligations which have been promised to the beneficiaries of the Plan by the Sponsoring Employer.
- · To ensure consistency with the Plan’s funding arrangements.
- · To ensure that sufficient liquid assets are available to meet benefit payments as they fall due.
- · To pay due regard to the Sponsoring Employer’s interest in the size and incidence of contribution payments.
Given the nature of the liabilities, the investment time horizon of the Plan is potentially long-term. However, any future opportunities to transfer liabilities (fully or partially) to an insurance company (e.g. through the purchase of bulk annuities with an insurance company) may shorten the Plan’s investment horizon significantly.
5. Risk Management and Measurement
There are various risks to which any pension scheme is exposed, which the Trustees believe may be financially material to the Plan. The Trustees recognise that whilst increasing risk increases potential returns over a long period, it also increases the risk of a shortfall in returns relative to that required to cover the Plan’s liabilities as well as producing more short-term volatility in the Plan’s funding position. The Trustees have taken advice on the matter and (in light of the objectives noted previously) considered carefully the implications of adopting different levels of risk. The Trustees’ policy on risk management over the Plan’s anticipated lifetime is set out below.
The key strategic investment risks that impact on Plan funding are as follows:
- · Market Risk – the risk that asset valuations fluctuate in an uncorrelated way with the value of the liabilities;
- · Interest Rate Risk – the risk that changes in the value of the assets do not move in line with changes in the value placed on the Plan’s liabilities in response to changes in interest rates;
- · Inflation Risk – similar to interest rate risk but concerning inflation;
- · Credit Risk – the risk that one party to a financial instrument will cause a financial loss to the Plan by failing to discharge an obligation.
- · Currency Risk – the risk that foreign currency exposure causes asset valuations to fluctuate in an uncorrelated way with the value of the liabilities which are denominated in Sterling.
- · Liquidity Risk – the risk that the Plan doesn’t have sufficient liquid assets to meet payments.
Considerations specific to Environmental, Social and Governance issues are addressed in Section 12.
To manage investment risks the Trustees have established an investment policy designed to reduce risk, without reducing the Plan’s long term return prospects below those required by the funding plan, using asset-liability modelling conducted by Mercer which measures the contribution of different risk factors to overall Value at Risk (“VaR”).
- · Market risk is managed via the strategic allocation to the various asset classes and by holding diversified portfolios by individual holdings, sectors and market regions.
- · Interest rate and inflation risk is managed through an allocation to bonds which change in value in a similar manner to the Plan’s liabilities in response to changes in long-term interest rates and inflation.
- · Credit risk is managed via the strategic allocation and investing in pooled fund(s) with diversified holdings of bonds that are predominantly investment grade quality.
- · Currency risk is managed through the total allocation to overseas markets.
- · Regarding liquidity risk, the Trustees believe that the majority of the Plan’s
investments are realisable at short notice in most prevailing market conditions.
The Trustees recognise the following additional risks and take the following steps to manage risk:
- · Risks that may arise from the lack of diversification of investments. Subject to managing the risk from a mismatch of assets and liabilities, the Trustees aim to ensure the asset allocation policy in place results in an adequately diversified portfolio. Due to the size of the Plan’s assets and recognising the need to diversify, investment exposure is obtained via pooled vehicles.
- · The Trustees recognise the risk that, on average, members live longer than was assumed when the Plan’s liabilities were valued, and keep this under review at each Actuarial Valuation.
- · The Trustees recognise that the use of active management involves a risk that the assets do not achieve the expected return. As a result, the Trustees mainly allocate to passively managed funds. An active allocation is made to a diversified growth fund, however, the fund invests largely in underlying passive funds with the main active risk arising from asset allocation decisions, which are regularly monitored by the Trustees.
- · The documents governing the manager appointment include a number of guidelines which, among other things, are designed to ensure that only suitable investments are held by the Plan. The manager is prevented from investing in asset classes outside of its mandate without the Trustees’ prior consent.
- · The Trustees receive quarterly reports from the investment manager to help check that nothing has occurred that would bring into question the continuing suitability of the current investments.
- · The safe custody of the Plan’s assets is delegated to professional custodians (via the use of pooled vehicles).
Across all of the Plan’s investments, the Trustees are aware of the potential for regulatory and political risks. Regulatory risk arises from investing in a market environment where the regulatory regime may change. This may be compounded by political risk in those environments subject to unstable regimes.
The Trustees’ willingness to take investment risk, and the degree of investment risk, is dependent on the continuing financial strength of the Sponsoring Employer, and its willingness to contribute appropriately to the Plan. The financial strength of the Sponsoring Employer and its perceived commitment to the Plan is monitored and the Trustees will consider reducing investment risk relative to the liabilities should either of these deteriorate.
The degree of investment risk the Trustees are willing to take also depends on other circumstances, including the financial health of the Plan, the Plan’s liability profile and investment time horizon. The Trustees will monitor these with a view to altering the investment objectives, risk tolerance and/or return target and asset mix, should there be a significant change in these factors.
6. Portfolio Construction
The Trustees have adopted the following principles subject to the overriding constraint that at the total Plan level the expected level of risk is consistent with that detailed in Sections 4 and 5 and subject to the Trust Deed & Rules:
- There is a role for both active and passive management. Passive management involves employing investment managers to deliver a return equal to a chosen benchmark appropriate to the asset class held. Active management involves employing investment managers who aim to outperform a benchmark but with a risk that they will underperform. By employing both the Trustees aim to take advantage of active management where they believe it is likely to lead to outperformance net of fees, while using passive management in other areas or alongside active management to control overall manager risk and to manage overall fee levels.
- Decisions on segregated vs pooled investments will be taken based on the particular circumstances, including the need for diversification, available vehicle, investment restrictions contained in pooled funds, the need for and availability of an independent custodian, ease of administration and portability of underlying investments. However, the Trustees anticipate investing primarily on a pooled basis.
- Specialist mandates are preferred over generalists because of the potential to access a higher level of expertise. However, the Trustees limit the number of directly appointed managers so as to manage their overall monitoring requirements. Also there should be some flexibility to move between asset classes notwithstanding the appointment of specialists.
- At the total Plan level investments should be broadly diversified to ensure there is not a concentration of exposure to any one market or issuer, to the extent that this is not protected (e.g. by collateral). This restriction does not apply to investment in UK Government bonds.
- The amount invested in highly concentrated portfolios will take into account the level of risk this represents taking into account the Plan’s assets overall.
- The Trustees recognise that there is liquidity risk in holding assets that are not readily marketable and realisable. Given the long-term investment horizon of the Plan, the Trustees believe that a degree of liquidity risk is acceptable because they expect to be rewarded for assuming it. The amount invested in illiquid investments will take into account the implications of not being able to readily liquidate a proportion of the Plan’s investment on the operation of the Plan.
- Investment may be made in securities that are not traded on regulated markets. Recognising the risks (in particular liquidity and counterparty exposure) such investments will normally only be made with the purpose of reducing risk or to facilitate efficient portfolio management. In any event the Trustees will ensure that the assets of the Plan are predominantly invested on regulated markets.
- The Trustees will not invest directly in the Plan Employer
- No investment is permitted by an appointed investment manager in the securities issued by the relevant manager’s company or any affiliated companies (other than any such securities held within a pooled fund in which the Trustees invest).
Direct borrowing (such as the use of an overdraft facility) is not permitted except to cover short term liquidity requirements. The use of borrowing within pooled funds is reviewed by the Trustee as part of the onboarding process for new investments.
7. Investment Strategy
Given the investment objectives, the Trustees have determined, based on expert advice, a benchmark mix of asset types and ranges within which the appointed investment manager may operate, as set out in the table below (excluding any cash held separately to meet day to day cashflow requirements).
The Trustees recognise that the actual allocation will deviate from this target due to market movements. Sometimes this will lead to asset allocations lying outside the strategic ranges set out in the table above.
The Investment Manager monitors actual asset allocation on a quarterly basis. If this lies outside the control ranges the Investment Manager will rebalance the asset class that has moved outside its control ranges back towards the central benchmark.
8. Day-to-Day Management of the Assets
Day to day management of the assets, including selection, retention and realisation, is delegated to a professional Investment Manager who is regulated by the FCA. The Investment Manager has full discretion to buy and sell investments on behalf of the Plan subject to agreed constraints and applicable legislation. The Trustees have taken steps to satisfy themselves that the Investment Manager has the appropriate knowledge and experience for managing the Plan’s investments and is carrying out its work competently.
The assets of the Plan are managed by L&G according to the benchmark set out in Section 7. The Trustees have determined this benchmark mix of asset types and ranges based on expert advice.
The Trustees regularly review the continuing suitability of the Plan’s investments, including the appointed Investment Manager. They do so via regular reports and periodic presentations from the Investment Manager with the assistance of the Plan’s appointed Investment Consultant. Any adjustment would be done with the aim of ensuring consistency with this Statement.
L&G’s primary objective is to invest the Plan’s assets in line with the Central Benchmark illustrated in Section 7. Their secondary objectives relate to the management of the underlying funds, which are:
- · For the passive funds, to match the respective benchmark returns, to within acceptable levels of tolerance as illustrated in Section 7.
- · For the Diversified Fund, to provide long term investment growth through exposure to a diversified range of asset classes. The expected return of the fund is broadly similar to a developed market equity fund, with a volatility target of two- thirds that of developed market equity.
9. Expected Return
The Trustees expect to generate a return, over the long term, at least in line with that of the actuarial assumptions under which the Plan’s funding has been agreed. It is recognised that over the short term performance may deviate significantly from the long term target.
10. Additional Assets
Under the terms of the Trust Deed, the Trustees are responsible for the investment of Additional Voluntary Contributions (“AVCs”) paid by members. The Trustees review the investment performance of the chosen AVC provider on a regular basis and take advice as to the providers’ continued suitability.
Assets in respect of members’ AVCs are managed by Legal & General Assurance Society Limited and The Royal London Mutual Insurance Society Limited.
11. Selection, Retention and Realisation of Investments
The selection, retention and realisation of assets is carried out in a way consistent with maintaining the Plan’s overall strategic allocation and consistent with the overall principles set out in this Statement.
In general, the Investment Manager has discretion in the timing of selection, retention and realisation of investments and in considerations relating to the liquidity of those investments stipulated in the relevant appointment documentation and pooled fund prospectuses.
Investment/disinvestment of monies is applied, by L&G, so as to maintain the Plan’s distribution as close as possible to the central benchmark.
12. ESG, Stewardship (including Engagement Activities) and Climate Change
The Trustees believe that financially material factors, including environmental, social, and corporate governance (ESG) factors, may have a material impact on investment risk and return outcomes, and that good stewardship can create and preserve value for companies and markets as a whole. The Trustees also recognise that long-term sustainability issues, particularly climate change, present risks and opportunities that may apply over the Plan’s investment time horizon and increasingly may require explicit consideration.
The strategic benchmark has been determined using appropriate economic and financial assumptions from which expected risk/return profiles for different asset classes have been derived. These assumptions apply at a broad market level and are considered to implicitly reflect all financially material factors.
The Plan’s assets are invested in pooled vehicles and the day-to-day management of the Plan’s assets has been delegated to the Investment Manager, including the selection, retention and realisation of investments within their mandates. In doing so the Investment Manager is expected and encouraged to undertake engagement activities on relevant matters including ESG factors (including climate change considerations) and to exercise voting rights and stewardship obligations attached to the investments, in accordance with their own corporate governance policies and current best practice, including the UK Corporate Governance Code and UK Stewardship Code. This applies to both equity and debt investments, as appropriate, and covers a range of matters including the issuers’ performance, strategy, capital structure, management of actual or potential conflicts of interest, risks, social and environmental impact and corporate governance.
The Trustees engage with the Investment Manager on these issues through (amongst other things) meetings and periodic correspondence and will monitor investment manager engagement activity (such as voting) at least annually. Managers who are FCA registered are expected to report on their adherence to the UK Stewardship Code on an annual basis.
Not withstanding the above, the Trustees recognise that in passive mandates the choice of benchmark dictates the assets held by the Investment Manager and that the Investment Manager has limited freedom to take account of factors that may be deemed to be financially material as part of stock selection decision-making. The Trustees accept that the primary role of its passive manager(s) is to deliver returns in line with the market and believes this approach is in line with the basis on which the current strategy has been set.
The Trustees consider how ESG, climate change and stewardship is integrated within investment processes in appointing new investment managers, monitoring existing investment managers and retaining or withdrawing from investment managers. The relative importance of these factors compared to other factors will depend on the asset class being considered. Monitoring of the existing Investment Manager is undertaken on a regular basis and this makes use of the investment consultant’s ESG ratings.
The Trustees have not set any investment restrictions on the appointed investment manager(s) in relation to particular products or activities, but may consider this in future.
The Trustees will not consider the ESG policies of Additional Voluntary Contributions provider(s) and associated investment funds as these are a small proportion of total
13. Non-Financial Matters and Risks
“Non-financial matters” (where “non-financial matters” includes members’ ethical views separate from financial considerations such as financially material ESG issues) are not explicitly taken into account in the selection, retention and realisation of investments. The Trustees would review this policy in response to significant member demand.
14. Investment Manager Arrangements
Alignment of Investment Manager Objectives and Incentivisation
The Investment Manager is appointed based on their perceived capabilities and, therefore, their perceived likelihood of achieving the expected return and risk characteristics for the asset class or specific investment strategy they are selected to manager over a suitably long time horizon. This includes, in relation to active management, appropriate levels of outperformance, and in relation to passive management suitable levels of “tracking error” against a relevant benchmark.
The Trustees seek expert advice in relation to these appointments. This advice may consider factors such as the Investment Manager’s idea generation, portfolio construction, implementation and business management, as well as the appointed Investment Manager’s approach to ESG and engagement activity, as they apply to the specific investment strategy being considered.
The Trustees invest in multi-investor pooled investment vehicles and accept that they have little or no ability to specify the risk profile and return targets of the manager other than through the choice of specific vehicles. They will therefore select vehicles that best align with the Trustees’ own policy in terms of investment objectives and guidelines (as set out in relevant governing documents) and, once appointed, will review the appointment should there be any material changes in these terms.
The Trustees make appointments with the view to them being long term (to the extent this is consistent with the Trustees’ overall investment time horizon) and there is typically no set duration for the manager appointments. However, appointments can typically be terminated at short notice. The Trustees note that in exceptional market conditions, leading to a temporary reduction in liquidity, a reduction in normal dealing frequency may be possible for a proportion of the Plan’s investments.
For each appointment, retention is dependent on the Trustees having ongoing confidence that the investment manager will achieve its objective. The Trustees make this assessment taking into account various factors which includes performance to date as well as an assessment of future prospects.
The Investment Manager is therefore incentivised both to achieve the objectives set for them, which are consistent with the Trustees’ policies and objectives, and to ensure that they remain capable of doing so on a rolling basis. This encourages the Investment Manager to take a suitably long term view when assessing the performance prospects of, and engaging with, the equity and debt issues in which they invest or seek to invest.
Performance Assessment & Fees
The Trustees receive reporting on asset class and investment manager performance on a regular basis, via a combination of formal independent reports and presentations from the Investment Manager.
Investment returns (and volatility) are measured on both an absolute basis and relative to one or more suitable benchmarks and targets. Returns are considered net of fees and ongoing transaction costs. The Trustees’ focus is on long-term performance but may put a manager ‘on watch’ if there are short-term performance concerns.
As well as assessing investment returns, the Trustees will consider a range of other factors, with the assistance of their investment consultant, when assessing the Investment Manager, which may include:
- · Personnel and business change;
- · Portfolio characteristics (including risk and compatibility with objectives) and
- · Voting and engagement activity;
- · Service standards;
- · Operational controls
- · The investment consultant’s assessment of ongoing prospects based on their research ratings.
The Investment Manager is remunerated by the way of a fee calculated as a percentage of assets under management. In each case, the principal incentive is for the Investment Manager to retain their appointment (in full) by achieving their objectives in order to continue to receive their fee in full. The Trustees will consider any performance related fees on a case by case basis and would also consider requesting fee reductions. The Investment Manager is not remunerated based on portfolio turnover.
Portfolio Turnover Costs
Turnover costs arise from (a) “ongoing” transactions within the Investment Manager’s portfolio and (b) “cashflow” costs incurred when investing or realising assets from a mandate.
The Trustees have not historically monitored the Investment Manager’s ongoing transaction costs explicitly but measure these implicitly through ongoing performance assessments which are net of these costs. The Trustees will seek explicit reporting on ongoing costs from the Investment Manager.
The Trustees do not monitor regular cashflow costs (but seek to minimise them through ongoing cashflow policy). The Trustees monitor the costs of implementing strategic change via their investment consultant.
15. Investment Consultant Fee Structure
The Investment Consultant is paid fees through a combination of fixed fee and budgeted time cost.
16. Compliance with this Statement
The Trustees will monitor compliance with this Statement annually, on the advice of Mercer.
17. Review of this Statement
The Trustees will review this Statement in response to any material changes to any aspects of the Plan, its liabilities, finances and the attitude to risk of the Trustees and the Sponsoring Employer which they judge to have a bearing on the stated investment policy. This review will occur no less frequently than triennially to coincide with the Actuarial Valuation. Any such review will again be based on written expert advice and will be in consultation with the Sponsoring Employer.
Celmac Group Limited Retirement Benefits Plan: Annual Engagement Policy Implementation Statement
This statement sets out how, and the extent to which, the Engagement Policy in the Statement of Investment Principles (‘SIP’) produced by the Trustees has been followed during the year to 5 April 2020. This statement has been produced in accordance with The Pension Protection Fund (Pensionable Service) and Occupational Pension Schemes (Investment and Disclosure) (Amendment and Modification) Regulations 2018 and the guidance published by the Pensions Regulator.
Investment Objectives of the Plan
The Trustees believe it is important to consider the policies in place in the context of the investment objectives they have set. The Trustees’ primary objective is to invest the Plan’s assets in the best interest of the members and beneficiaries and, in the case of a potential conflict of interest, in the sole interest of the members and beneficiaries. Within this framework, the Trustees have agreed a number of secondary objectives to help guide them in their strategic management of the assets and control of the various risks to which the Plan is exposed. The Trustees’ secondary objectives are as follows:
• To ensure that the Trustees can meet the obligations which have been promised to the beneficiaries of the Plan by the Sponsoring Employer.
• To ensure consistency with the Plan’s funding arrangements.
• To ensure that sufficient liquid assets are available to meet benefit payments as they fall due.
• To pay due regard to the Sponsoring Employer’s interest in the size and incidence of contribution payments.
Policy on ESG, Stewardship and Climate Change
The Plan’s SIP includes the Trustees’ policy on Environmental, Social and Governance (‘ESG’) factors, stewardship and climate change. This policy sets out the Trustees’ beliefs on ESG and climate change and the processes followed by the Trustees in relation to voting rights and stewardship. A further review of the Trustees’ policy on ESG factors, stewardship and climate change has taken place after 5 April 2020, but prior to the signing of the accounts.
The following work was undertaken during the year to 5 April 2020 relating to the Trustees’ policy on ESG factors, stewardship and climate change, and sets out how the Trustees’ engagement and voting policies were followed and implemented during the year.
• Through their investment consultant, Mercer Limited, the Trustees review the mandate of the investment manager, Legal and General Investment Management (LGIM), in relation to ESG factors, including climate change, on an ongoing basis. This is carried out primarily through the investment consultant’s ESG ratings. LGIM has Mercer’s highest ESG rating in respect of the Plan’s passive equities and the rating for the LGIM Diversified Fund is above its peer group median. Mercer does not provide ratings for the Plan’s passive bond investments given the more limited scope for engagement in respect of these investments (particularly bonds issued by the UK government).
• If a particular fund in which the Plan invests, or LGIM generally, were to have its ESG rating downgraded then the Trustees would consider their continued investment and may put a manager ‘on-watch’ or, in the case of a material change in rating, terminate the appointment.
• The Trustees requested that the investment manager, LGIM, confirm compliance with the principles of the UK Stewardship Code. LGIM confirmed that they have been a signatory of the current UK Stewardship Code since its inception and plan to submit the required reporting to the Financial Reporting Council by 31 March 2021 in order to be on the first list of signatories for the UK Stewardship Code 2020 that took effect on 1 January 2020.
• The Trustees also received details of relevant engagement activity for the year from LGIM, which are listed below.
- In 2019, LGIM’s CIO Sonja Laud established the Global Research and Engagement Platform. This brings together representatives from across its investment and stewardship teams, to unify LGIM’s engagement efforts and determine the exposure of sectors and companies to ESG risks and opportunities. The output from the platform strengthens and streamlines the firm’s engagement activities, enabling LGIM to collectively set goals and targets at a company level with one voice, whilst supporting and guiding investment decisions across the capital structure. The platform has three overarching objectives:
- Leverage LGIM’s scale;
- Challenge the firms’ investment decisions;
- Co-ordinate the firms’ engagements.
- LGIM engaged with companies over the year on a wide range of different issues including ESG factors. This included engaging with companies on climate change to ensure that companies were making progress in this area and better aligning themselves with the wider objectives on climate change in the economy (i.e. those linked to the Paris agreement).
- LGIM provided examples of instances where they had engaged with companies which they were invested in (or were about to invest in) which resulted in a positive outcome. These engagement initiatives are driven mainly through regular engagement meetings with the companies that LGIM invest in or by voting on key climate-related resolutions at companies’ Annual General Meetings. The resolutions are often co-filed by a number of investors who indicate whether or not they support the resolution to the company’s management.
From the inception of this statement, LGIM will be expected to provide voting summary reporting on a regular basis, at least annually. The reports will be reviewed by the Trustees’ investment advisor, on behalf of the Trustees, to ensure voting activity undertaken aligns with their overarching investment policy and the policies set out within the SIP. Any material deviations from the SIP will be raised and discussed with the Trustees.
Currently, the Trustees ask LGIM to highlight key voting activity and the impact on the portfolio. The Trustees are looking to enhance reporting on voting activity by reviewing an annual voting and engagement report which will be produced by the Trustees’ investment consultant.
The Trustees do not use the direct services of a proxy voter, although LGIM does employ the services of proxy voters in exercising its voting rights on behalf of the Trustees.
The voting policy of the manager has been considered by the investment consultant, on behalf of the Trustees, who deems it to be consistent with the Trustees’ investment beliefs.
LGIM noted that they take very seriously their responsibility to exercise voting rights of their clients’ assets. LGIM directs the vote of a significant proportion of a company’s shares by exercising the shareholder rights of the vast majority of their clients. This scale improves the effectiveness of voting in supporting LGIM’s engagement activities and effecting change in the market as a whole. LGIM are wholly committed to using their scale to encourage companies to improve their management of ESG issues, and continue to dedicate significant resources to stewardship obligations.
In 2019, LGIM engaged with 493 companies, voted on 50,900 resolutions, opposed the election of more than 4,000 company directors globally and opposed 35% of pay packages globally. LGIM also co-filed a shareholder resolution which led to BP adopting industry-leading climate targets. LGIM took sanctions again 11 companies considered to be making slow progress on climate change issues.
In producing this statement, the Trustees have not been able to obtain voting information from LGIM to cover the start of this year. The Trustees will use their best endeavors to ensure next years’ statement captures voting information to the Plan’s year end.
The Trustees note that best practice in developing a statement on voting and engagement activity is evolving and will consider further information provided by LGIM and general developments in market practice in this area before the production of next year’s’ statement.
The Trustees of the Celmac Group Limited Retirement Benefits Plan