Sienna AM

Compliance and internal control

Béatrice de Meaux-Becdelievre is the Head of Compliance and Internal Control (HCIC) and also Legal Director.

Anti-money laundering and anti-terrorist financing campaign
Thibault de Saint Priest, Chairman and Chief Executive Officer of Sienna Private Credit, is in charge of combating money laundering and terrorist financing while Françoise Tomczak is the correspondent and declarant to anti-money laundering agency TRACFIN.

Risk management
Nicolas Fourt is head of risk management. Risk management is conducted independent of the Funds’ financial management teams.

Management of conflicts of interest

Integrity, equity, impartiality and the primacy of the client’s interest are at the heart of the ethical rules governing how Sienna AM France completes its mission as an investment services manager and advisory service provider. These standards underpin the conflict of interest management policy established by the company pursuant to Articles 313-18 et seq. of the General Regulations of the Autorité des Marchés Financiers (AMF).

Sienna AM France may be confronted with situations in which conflicts of interest are present, and therefore takes all reasonable measures to detect any such situations that arise, be they:

• between itself, the persons concerned, or any person directly or indirectly linked to it by a controlling relationship, and its clients;
• between two clients.

In order to ensure the protection and primacy of clients’ interests and to comply with applicable regulations, Sienna AM France has established policies and procedures to prevent conflicts of interest, and to remedy such situations in the event of their occurrence.
What is a conflict of interest?
A conflict of interest is a situation in which, in the course of Sienna AM France’s activities, its own interests and/or those of its clients and/or those of its employees are in competition, either directly or indirectly. An interest is defined as an advantage of any kind: material, professional, commercial, financial or personal. The situations likely to generate conflicts of interest include but are not restricted to the following, per the provisions of the AMF General Regulations:

• Sienna AM France or some associated individual stands to realise a financial gain or avoid a financial loss at the expense of the client;
• Sienna AM France or an associated individual has an interest in the result of a service provided to the client or a transaction carried out on behalf of the client that different from the client’s interest in its result;
• Sienna AM France or an associated individual is encouraged, for financial or other reasons, to give priority to the interests of another client or group of clients over those of the client concerned;
• Sienna AM France or an associated individual carries out the same professional activity as the client;
• Sienna AM France or an associated individual receives or stands to receive from a person other than the client an advantage in relation to the service provided to the client, in any form whatsoever, of goods or services, other than the commissions or fees normally charged for this service.

Further information on this policy for preventing and managing conflicts of interest may be obtained by written request addressed to the Head of Compliance and Internal Control.

Voting rights policy

General rules for the exercise of voting rights
Sienna AM France systematically attends the General Meetings of French companies where its ownership exceeds 5% (shares). For French companies in which its ownership is less than 5%, voting rights are exercised by absentee ballot (documents necessary for voting are sent by the custodian institution).

The company does not vote blank powers to the board.

Recommendations on voting
The management company does not follow the recommendations of professional management associations and does not use the services of a proxy voting service provider. Criteria guiding decisions during voting: Sienna AM France pays particular attention to corporate governance issues. In all its voting decisions, the primacy of the interests of unitholders and shareholders of the managed funds is emphasised. Sienna Private Credit is very attached to an essential principle: ‘one share – one vote’. Thus, it is opposed to the principle of double and capped voting rights. Sienna AM France is also attentive to the composition of the Board of Directors and the quality of its members. In addition, the manager is free to assess on a case-by-case basis whether or not to approve the candidacy of the directors nominated by the Board, based on their expertise.

Sienna AM France is also opposed to all anti-takeover mechanisms, which run counter to the interests of minority shareholders by exempting the Board of Directors from its responsibilities: it therefore refrains from any resolution aimed at authorising a capital increase during a public offer period. Sienna AM France also opposes any transaction that could lead to a forced dilution of existing shareholders without compensation, such as a capital increase without preferential subscription rights or priority periods.

Any voting decision that could place Sienna AM France in a potential situation involving a conflict of interest will be subject to a formal review by the Head of Compliance and Internal Control (HCIC) or, where applicable, by this person’s delegate. This person will then ensure that all decisions taken are in the exclusive interest of the unitholders or shareholders of the managed AIFs.

Complaint processing

Sienna AM France establishes and maintains an effective and transparent procedure for the reasonable and prompt handling of complaints and records each complaint and the measures taken to process it.

No fees will be charged by Sienna AM France for the processing of complaints. This procedure applies to client complaints.

Definition
‘Claim’ refers to a declaration of the client’s dissatisfaction with Sienna AM France . A request for information, advice, clarification, service or provision is not a claim.

How to submit a complaint to Sienna AM France 
Complaints can be addressed to Sienna AM France:

• By post: 58 bis, rue La Boétie 75008 Paris, France
• By telephone: +33 1 53 76 99 99
• By email: contact-spc@sienna-im.com

Via your usual contact within the management company, notably the sales department, the legal department, or the Head of Compliance and Internal Control.

Handling of complaints
All complaints received by the management company will be centralised with the Head of Compliance and Internal Control, or a contact person designated thereby.
The Sienna AM France Head of Compliance and Internal Control or the contact person thereby designated will consult all experts as needed to best resolve your complaint.
Sienna AM France’s Head of Compliance and Internal Control or the contact person designated thereby has the necessary experience and knowledge to provide you with a rapid and reasonable response to your complaint.

Time frame
Sienna AM France will acknowledge receipt of your complaint within a maximum of ten (10) working days, except where a response has been made to you before that time.
A response to your complaint will be sent to you within a maximum period of two (2) months from receipt of the complaint unless duly justified special circumstances arise. In the event that we are unable to address your complaint within this time frame, we will contact you to inform you of the reason for the delay and indicate the time frame within which we will be able to respond.

Language
Clients and unitholders or shareholders of funds residing in another Member State of the European Union may submit their claims in any of the official languages of the Members States in which the funds managed by Sienna AM France are marketed or investment services provided.

Remedy
If you are not satisfied with the response to your complaint, you may appeal to the Mediator of the Autorité des Marchés Financiers (AMF) by completing a form on the government website: http://www.amf-france.org/Le-mediateur-de-l-AMF/Presentation.html
You may also contact the mediator by post at:

Autorité des marchés financiers
La médiation
17, place de la Bourse
75082 Paris Cedex 02, France

A mediation charter, drawn up by the Autorité des Marchés Financiers, can be found on the mediation page of the AMF’s website at www.amf-france.org

Confidentiality
Sienna AM France is committed to ensuring the utmost confidentiality in the handling of your claim.

Personal Data Protection Policy

Regulatory references 

Regulation EU 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and the French Data Privacy Act of 6 January 1978 as amended.

Basic principles

The General Data Protection Regulation (GDPR) came into effect on 25 May 2018 and applies not only to all companies that are established within the EU, but also to those outside of the EU that market goods and/or services to European citizens or collect data concerning European citizens.

The GDPR applies to natural persons and to all companies that collect, process and retain any personal data that may be used either directly or indirectly to identify someone. Personal data are “any information that concerns an identified or identifiable natural person” either directly (such as the person’s name) or indirectly (e.g. the person’s telephone number or an application username). The aforementioned regulation applies to the data of Sienna AM France’s employees, clients and prospects and to any other personal data (e.g. concerning data processors, service providers or visitors) that Sienna AM France may use.

The data and other information that Sienna AM France (Paris trade register No. 415 084 433 – 58 bis rue La Boétie 75008 Paris) collects in its capacity as the controller of the data processing, are confidential and are reserved for Sienna AM France’s exclusive use.  Some data may however be communicated to certain data processors and/or partners. Under no circumstance will data be collected with the intention of being sold to a third party.

Objectives 

The present data protection policy sets forth the rules that apply to all personal data that Sienna AM France collects, whether these data are internal (mainly concerning employees) or external (concerning clients and service providers).

Sienna AM France will make sure that all data subjects whose personal data are processed are informed of the type of information that is collected, how the company uses this information, how long this information will be retained and how they can request that their personal data be modified or even erased.

• Data processing register

All personal data that Sienna AM France collects will be classified and recorded in a register.

• The type of information collected and the purpose of processing

Data are used for the purpose of managing client transactions and to comply with statutory and regulatory obligations. Sienna AM France must collect some personal and other data (e.g. financial data, civil status data, telephone numbers and email addresses) to comply with its statutory and regulatory obligations. These data are intended to be used for administrative management, client relationship management and commercial information purposes, and are to be used exclusively in respect of Sienna AM France’s products and services. Under no circumstance will these data be collected and/or transferred to a third party without the client being informed.

Your data will be processed by your usual correspondent and by Sienna AM France’s sales department. Some data may be communicated to certain data processors and/or partners.

• Data retention

Data will be retained as long as may be necessary for the purposes for which the data are collected and processed, and for a specified time after the client relationship has ended, in accordance with our statutory and regulatory obligations.

• Data security

Sienna AM France has implemented dedicated directories for each of its business lines and departments and user access rights for each department and employee, and has drafted an IT Charter which all employees must sign. Sienna AM France has prepared a business continuity and recovery plan to deal with unexpected events, such as a hardware failure. Data are not transferred outside of the European Union. In addition to data processors and partners, data may be transferred to an external service provider and to any competent authority.

• Rights in respect of the collection and processing of personal data:

Pursuant to the legislation that applies to the protection of personal data, data subjects have a certain number of rights in respect of the collection and processing of their personal data. These rights include the right to access, rectify and erase personal data and to restrict or object to the use of personal data, and the right to data portability.

Lastly, you have the right to file a complaint in respect of the collection and use of your personal data with the CNIL at https://www.cnil.fr/fr/plaintes.