Pillar 3 Disclosures
In 2006, the Basel 2 capital accord revised the existing regulatory capital framework to make it more sensitive to the risk management practices of modern banks and investment firms. The European Union implemented these provisions via the Capital Requirements Directive (‘CRD’), which consists of a three pillar framework:
- Pillar 1 – sets out the minimum capital requirements comprising base capital resources requirements; credit risk and market risk requirements; and fixed overhead requirement (‘FOR’).
- Pillar 2 – requires firms to undertake an overall internal assessment of their capital adequacy, taking into account all risks to which the firm is exposed and whether additional capital should be held to cover risks not adequately covered by Pillar 1 requirements. This is achieved through the Internal Capital Adequacy Assessment Process (‘ICAAP’) and, potentially, by the Supervisory Review and Evaluation Process of the FCA.
- Pillar 3 – aims to improve market discipline by requiring firms to publish certain details of the risks they are facing, their capital resources and risk management procedures.
The United Kingdom financial regulatory body, the Financial Conduct Authority (‘FCA’), has incorporated the new framework into its existing rules and guidance through the General Prudential Sourcebook (‘GENPRU’) and the Prudential Sourcebook for Banks, Building Societies and Investment Firms (‘BIPRU’).
BIPRU 11 relates specifically to the Pillar 3 disclosure requirements affecting firms subject to the CRD. This document discloses those requirements, as laid out in BIPRU 11.5, detailed below:
- BIPRU 11.5.1R – the risk management objectives and policies for each separate risk referred to under BIPRU 11.5.1R to 11.5.17;
- BIPRU 11.5.2R – the scope of application of directive requirements;
- BIPRU 11.5.3R – information regarding capital resources;
- BIPRU 11.5.4R – information regarding compliance with the BIPRU rules and the overall Pillar 2 rule;
- BIPRU 11.5.7R – 11.5.10R – information regarding credit and counterparty risk;
- BIPRU 11.5.12R – information regarding disclosures relating to market risk;
- BIPRU 11.5.18 – remuneration disclosure.
Information which is regarded as proprietary or confidential, or immaterial, is not included. Information should be considered as material if its omission or misstatement could change or influence the assessment or decision of a user relying on it to make economic decisions. Proprietary or confidential information could include information which, if shared with competitors, would render a firm's investments less valuable or if the information comprises obligations to customers or other counterparty relationships binding a firm to confidentiality.
Scope of Application of Directive Requirements
The Pillar 3 disclosures set out in this document pertain to TCI Fund Management Limited (the ‘Firm’ or ‘TCI’), a BIPRU firm, regulated by the FCA.
The Firm’s immediate parent is TCI Fund Management (UK) Limited (‘TCI LTD’), its intermediate parent is TCI Fund Holdings Limited and the ultimate parent is The Children’s Investment Fund Management (Cayman) Ltd (none of which are regulated). The first two are UK companies, while the ultimate parent is a Cayman Islands company.
Following the implementation of the Alternative Investment Fund Managers Directive ("AIFMD") on 22 July 2013, TCI, has been approved by the FCA as an Alternative Investment Fund Manager ("AIFM"). This means that, in addition to having to meet regulatory capital requirements based upon the retention of sufficient regulatory capital to meet an expenditure based requirement, TCI is also subject to a capital requirement based upon its assets under management. Although, as an AIFM, TCI is subject to the capital requirements of the AIFMD, it continues to be categorised as a BIPRU Firm and is still subject to the Pillar 3 disclosure requirements.
For the purposes of the CRD, the Firm is neither consolidated nor deducted from TCI LTD, as per BIPRU 8.5.
There are no current or foreseen material, practical or legal impediments to prompt the transfer of capital resources or repayment of liabilities between the parent undertaking and its subsidiary undertakings. The Firm’s capital resources are in excess of the required minimum and it is not affected by any solo consolidation waiver.
Risk Management Objectives and Policies
The governing body for the risk framework within the Firm is the management committee, which is appointed by the board of directors of the Firm. The management committee is responsible for establishing and implementing a risk management framework that takes into account the risks that the Firm is likely to meet. The Firm’s risk management framework incorporates an analysis of the impact of each material risk on the business, the probability of each risk occurring and the procedures in place for mitigation. High level decisions and policy departures and amendments are referred to the board of directors for their consideration.
BIPRU 11.5. (4-17) lists several risk categories for which the risk strategy must be disclosed. From those listed, the Firm has identified credit and market risks as currently applicable to its business. All other risks identified, including operational risk, business risk, liquidity risk, reputational risk, regulatory risk etc., are reviewed regularly as part of the Firm’s ICAAP. Any perceived changes to these risks are acted upon as appropriate.
The Firm is exposed to credit risk through its cash deposits, trade debtors, group balances and prepayments. With regards to credit exposure arising from the Firm’s monthly management fees, there is minimal risk of default or late payment as these are collected directly from the offshore manager. In addition, the risk of the non-payment of management and incentive fees from the funds is mitigated by the appointment of an independent funds’ administrator.
The Firm will hold all cash with banks with whom the Firm has strong, well-established relationships and which typically have a minimum Moody’s or S&P rating of investment grade. It does not have any external investments.
The Firm uses the standardised approach to calculating credit risk exposures, i.e. 8% of the risk weighted credit exposure. Under this approach the Firm calculates its total credit risk to be $3.6m.
The Firm’s exposure to foreign exchange risk arises through those of its assets and liabilities that are not denominated in US Dollars and through its earnings and expenses in currencies other than US Dollars. Market risk arising from a currency mismatch between the Firm’s management fees and its functional currency is immaterial since the majority of the management and incentive fees are received in US Dollars which is the functional currency of the Firm. There is marginal foreign bank account currency exposure which is not considered to be significant or material and the Firm does not believe it is necessary to hedge this exposure. The group has investments in the fund as part of a retention programme for senior members of group entities. Due to the nature of the contractual relationship, the Firm considers that fluctuations in this investment will not have an impact on the capital, as the assets and contractual liabilities will fluctuate in line with each other.
The Firm uses the general rule in BIPRU 7.5 for calculating market risk exposures, i.e. 8% of the risk weighted market exposure. Under this approach the Firm calculates its foreign currency PRR and total market risk to be $110k.
Fixed Overhead Requirement
The Firm has determined the Fixed Overhead Requirement (FOR) to be $5.7m.
The total value of tier 1 capital resources as at 28 February 2018 was $71m. The tier 1 capital consists of $15k share capital, $54m non-distributable reserves, $16m retained earnings and $1.7m capital held in a sharepremium account. No tier 2 or 3 capital resources is held.
The Firm’s ICG adjusted regulatory capital requirement was approximately $10m determined by the higher of the base capital requirement, credit plus market risk requirement, and FOR. The Firm thus holds $61m of surplus capital.
FCA Remuneration Code (The ‘Code’)
In accordance with the Financial Conduct Authority AIFM Remuneration Code as described in SYSC 19B of the FCA Handbook and in accordance with The European Securities and Markets Authority’s (ESMA) Guidelines on sound remuneration policies under the AIFMD the Firm has a remuneration policy which is consistent with and promotes sound and effective risk management.
The Firm's remuneration policy applies to senior management, staff engaged in control functions and risk takers whose professional activities have a material impact on the risk profile of the Firm and the funds it manages, and any other staff receiving total remuneration that takes them into the same remuneration bracket as senior management.
Under the FCA and ESMA guidelines the Firm has determined that it is not a ‘significant firm' and consequently has not set up a remuneration committee; however the Firm's governing body undertakes this role. The decisions of the governing body on setting remuneration are based on, amongst other things, risk management, supporting business strategy, objectives, values and interests and avoiding conflicts of interest, governance, control functions, and measurement of performance.
The Firm’s governing body considers remuneration in the context of a wider agenda including retention, recruitment, motivation and talent development and the external market environment. It also receives updates on regulatory developments and general remuneration issues, as well as market and bench marking data.
Information on the link between Pay and Performance
The various components of total remuneration (which comprise base salary and variable bonus) are considered and are balanced appropriately having regard to the overall Firm performance and fund performance and is less focused on individual profit and loss.
Firm performance and the input of the individual are the significant contributors to the determination of variable bonus awards. The principal objective in determining variable bonus awards is to reward individual contribution to the Firm whilst ensuring that such payments are warranted given business results. In this context performance can include financial and non-financial measures, risk measures and other relevant
factors. There is a focus on differentiation so that any rewards are determined according to the contribution of individuals. Bonus pools and individual awards are subject to the discretion of the board of directors and it is possible that in any year no variable bonus will be awarded, either at all, or to particular individuals.
There are deferral arrangements in place for certain staff, the purpose of which is to support a performance culture where those staff recognise the importance of sustainable (and sustained) Firm and individual performance. The payment of a significant proportion of the performance award for those in receipt of a variable compensation award above a level set (at the discretion of the board of directors) may be required to be deferred and the sum involved invested in funds managed by the Firm which vest at a future point in time.
This arrangement encourages sound risk management whilst aligning the longer-term interests of participants with those of investors.
Quantitative Information on Remuneration
The Firm considers that it has a single business area (investment management). The aggregate remuneration of the individuals engaged in this business area for the period was $95m, which is comprised of 20 Code staff. The remuneration of 9 senior management personnel includes the aggregate fixed remuneration of $2m and $20m of total variable remuneration which comprise of $18m cash and $2m in the form of shares. The remuneration of the rest of the Code staff includes the aggregate fixed remuneration of $7m and $65m of total variable remuneration which comprise of $49m cash and $17m in the form of shares. The amount of deferred remuneration was $17m, all of which unvested and attributable to the rest of the Code staff.
UK Stewardship Code Disclosure Statement
Under COBS 2.2 of the FCA Handbook, all FCA authorised firms are required to make a public disclosure in relation to the nature of their commitment to the above Code ("the Code"), which was published by the Financial Reporting Council ("FRC") in July 2010.
The Code aims to enhance the quality of engagement between institutional investors and the companies they invest in with the intention of improving long term returns for shareholders and the efficient exercise of governance responsibilities. The FRC recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate.
Firms may either comply with the Code or choose not to comply with certain aspects of the Code, in which case an explanation of non compliance is required. If a firm does not commit to the Code, it must state, in general terms, its alternative investment strategy.
On behalf of the funds that it manages, the Firm invests in securities issued in, but not limited to the following jurisdictions: EU, Australasia, Asia, North America, and South America. The Code is therefore applicable only to some aspects of the Firm’s trading (UK equities), but this represents just a small proportion of the Firm's business. At times, the funds may hold no UK equities. Although the Firm supports the Code's objectives, the Firm has taken the decision not to commit to the specific principles of the Code. The Firm invests in various asset classes and jurisdictions globally. The current policy of the Firm in engaging with issuers and their management is determined by the Chief Investment Officer and the investment team. The Firm takes a consistent approach to engaging with the issuers and their management in all the jurisdictions the Firm invests in. It is therefore not deemed appropriate to comply with any voluntary codes of practice in individual jurisdictions.