+44 203 747 2625

info@volpicapital.com

207 Sloane St, Belgravia, London SW1X 9QX, UK

Responsible Investment Policy

  1. Introduction

Volpi Capital is a European specialist mid-market private equity investor backing tech-enabled services businesses. We are thesis-driven, collaborative and experienced in driving growth through international expansion and buy-and-build.

We seek to be responsible owners. We believe that understanding the operational aspects of a business, in addition to its financial profile, allows us to manage risk effectively and generate value. We take an active role in our companies, going beyond board participation and working in partnership with management to grow and develop the business and solve problems together.

Environmental, Social and Governance (ESG) considerations impact the way in which we manage the firm, our investment decisions and our management of portfolio companies. As fiduciaries we recognise that by following a broad set of policy commitments relating to ESG factors, we will better align ourselves and our investors with the broader objectives of society.

Our Responsible Investment Policy

The purpose of this policy is to outline our commitment towards incorporating ESG considerations throughout the investment process. This recognises the importance of not only managing risk but identifying opportunities to deliver value through taking a proactive approach to ESG management. In framing this policy, we have sought to incorporate or align with several recognised global standards which include, but are not limited to, the Principles for Responsible Investment and Global Compact.

Our values provide the foundations to this approach and are integral to who we are and how we manage our portfolio companies:

  • We are no-nonsense - we are sensible, down-to-earth and keep things as simple as possible.
  • We champion our team - we collaborate and support each other and our partners, as we recognise the value of diversity of thought in problem solving and innovation.
  • We embrace change – we believe change is the only way forward and are willing to take one step back for two steps forward.
  • We are fair and transparent – we treat our partners and stakeholders with honesty, integrity, fairness and respect, contributing to strength and longevity of our relationships.
  1. Exclusions list

Volpi will not invest in companies that:

  • deny human rights;
  • engage child or forced labour directly or within their supply chain;
  • manufacture weapons that are designed primarily for destructive purposes e.g. anti-personnel mines, cluster weapons;
  • produce products that are illegal under UK or local law;
  • cause serious environmental damage;
  • has, as its primary business activity, the production, promotion or distribution of the following: i) adult entertainment, ii) tobacco, iii) distilled alcoholic beverages, iv) gambling products, services or platforms;
  • provide research, development or technical applications relating to electronic data programs or solutions which support the above exclusions list.
  1. Integrating Responsible Investment principles across the investment lifecycle

We incorporate ESG factors across the investment lifecycle, alongside more traditional financial and business performance considerations. We view these activities as a way of managing not only business risk, but to deliver opportunities to increase shareholder return and create long-term sustainable value. The process we follow to integrate ESG considerations in our investment activity is highlighted in the diagram below:

ESG in our investment lifecycle

Due Diligence

Post-investment

Exit

Due diligence exercise to identify and understand ESG risks and opportunities

External ESG assessment post-deal as required by the 100-day plan

Document ESG improvements during Volpi ownership

ESG specialists brought in where specific risks have been identified

Implementation plan to ensure key material risks and opportunities are addressed by management

Include ESG factors in vendor due diligence

  1. Managing ESG in our portfolio companies

We apply an ESG assessment framework to understand the material risks and opportunities within our portfolio companies. As a minimum requirement we expect companies to comply with all applicable laws and regulations in the countries in which they operate. Our framework covers a broad range of impact areas, which include but not limited to:

3.1 Environmental – as our investment strategy targets asset light businesses supplying tech enabled services, we would not expect our portfolio companies to have any material environmental impacts. However, we still encourage companies to identify and implement measures to reduce their environmental impact. This will include energy, waste and water reduction.

3.2 Social – we require portfolio companies to be equal opportunities employers and provide learning and development opportunities for employees. We do not tolerate unfair, discriminatory, illegal or immoral work practices either in the portfolio company or within the supply chain. We also encourage open communication to ensure companies provide a safe working environment which promotes positive staff wellbeing.

3.3 Governance – we view corporate governance as the combination of processes and structures implemented by the board in order to inform, direct, manage and monitor the activities of the organisation towards the achievement of its objectives. Our focus on governance is to ensure our portfolio companies have a board which delivers strong leadership, are effective and well balanced, accountable, award sufficient levels of remuneration, behave in an ethical manner and engage with shareholders. Post investment we will strengthen the board by appointing an independent and experienced non-executive Chairman, an improved finance function and the addition of experienced non-executive support from Volpi.

Other specific issues we explore under governance include safeguards against acts of bribery and corruption, cyber security and data protection.

  1. Implementation

We commit to communicating this Policy to all investee company boards and will regularly discuss ESG management at our portfolio review meetings. We will report any relevant material ESG concerns to investors in our quarterly valuation reports on a case by case basis, as appropriate.

Any identified ESG issues will be reported to the investment team, with actions to minimise risk and/or realise potential opportunities agreed with the senior management team of the investee company. We have committed to ensure each investee company receives an external ESG assessment post Volpi investment and implements any resulting recommendations which improve upon current performance.

This revised policy has been discussed with and circulated to all Volpi staff. This document is an update to our December 2016 policy; reflecting how we have enhanced our approach to responsible investment.

Volpi partners will be responsible for the implementation of this policy and will complete a periodic review to ensure its continued relevance.

January 2021