The purpose of this policy is to outline Hitchwood Capital Management LP's ("Hitchwood" or the "Firm") approach to integrating environmental, social and governance ("ESG") opportunities, risks and controversies into the Firm's research and investment process for Hitchwood Capital Master Fund LP ("Master Fund"). Substantially all of Hitchwood's current assets under management are Master Fund assets.
Hitchwood seeks to invest in companies with sustainable businesses focused on creating long-term value. Hitchwood believes that financially material ESG opportunities, risks and controversies can have a meaningful impact on an issuer's current and future valuation and that the integration of such considerations into its research and investment process adds value for its clients. Hitchwood also recognizes that incorporating principles of responsible investing better aligns its business and investments with the broader objectives of society.
Hitchwood is a signatory to the United Nations Principles for Responsible Investment ("UNPRI"). Notwithstanding becoming a signatory to the UNPRI, Hitchwood remains a bottom-up fundamental investor with the overriding objective of generating competitive risk adjusted returns and as such will from time to time make investments that appear inconsistent with ESG considerations.
As part of its standard investment due diligence and decision making process, Hitchwood will identify, research and assess the material pecuniary ESG risks, controversies and opportunities that it deems most likely to affect the financial condition or operating performance of the issuer it is analyzing. Hitchwood will document its reviews as part of each new position memo, Investment Committee memo and quarterly investment position review as follows:
Hitchwood's Investment Committee will review, evaluate and discuss any identified material ESG risks, controversies and opportunities as a part of its new investment meetings and ongoing portfolio and position management discussions.
Not all investments will present identified financially material ESG opportunities, risks and/or controversies and there will not always be meaningful changes in some or all of these factors overtime. In the case of shorts or divestments, ESG risks and controversies may be the source of all or a portion of the underlying investment thesis. In either such case, Hitchwood will make note of the fact at the time of the relevant new investment selection and issue identification and continue to monitor any existing investments for changes in the future.
Hitchwood subscribes to third-party ESG research and data providers to aid it in its research and investment process.
This Policy applies to all Master Fund investments (long and short) where Hitchwood has determined there to be material pecuniary ESG factors that may be deemed relevant to making prudent investment decisions and will be interpreted in accordance with applicable laws and regulations, including the Employee Retirement Income Security Act of 1974 ("ERISA"), as appropriate. All Master Fund long and short investments in which Hitchwood maintains positive or negative net exposure will be screened for ESG opportunities, risks and controversies, other than basket positions, index, currency, commodity, interest rate and other hedges.
Consistent with Hitchwood's proxy voting policies and procedures, Hitchwood exercises its proxy voting authority in a manner it deems to be in its clients' long-term financial best interests. Hitchwood integrates third-party ESG data and proxy voting recommendations into its proxy voting process and has established its own default proxy voting policies and guidelines with respect to many of the most frequent proposals. In addition to its own research and guidelines, Hitchwood evaluates the recommendations and research of Glass Lewis and Sustainalytics in exercising its fiduciary obligations to vote in what it determines to be its clients' long-term financial best interests.
In addition to its commitment to vote proxies as described above to encourage issuers to advance ESG objectives and policies in a manner that Hitchwood believes to be in its clients' long-term financial best interests, Hitchwood will seek other opportunities to encourage investee issuers to improve their disclosure or management of relevant ESG risks and controversies and to otherwise develop more sustainable business practices when it believes doing so could materially increase the pecuniary value of or materially reduce the financial risk associated with a particular investment. Such engagement may include questioning and discussing ESG issues directly with company management or representatives to improve the issuer's handling or disclosure of such issues or participating in collective or collaborative engagement initiatives with other shareholders or organizations. Hitchwood will document its engagement activities (if any) as part of its quarterly reviews of existing investments and where material or noteworthy, the effectiveness of such engagements.
Hitchwood may also divest itself of a long investment or short an issuer's securities as a way of actively expressing its view that the company is not adequately addressing financially material ESG opportunities, risks or controversies.
Promoting Acceptance of Principles of Responsible Investing
Hitchwood supports regulatory and policy developments that promote the implementation of UNPRI principles where it believes that such developments may be relevant to making prudent investment decisions in accordance with applicable laws and regulations, including ERISA.
Hitchwood's investment processes generally reflect long-term time horizons, thereby enabling it to prudently evaluate the impact of financially material ESG opportunities, risks and controversies on its investments' current and future valuations. Hitchwood also intends to collaborate with its third-party service providers to design and develop ESG reporting that can be used by it and other financial industry participants to report on and benchmark their investment programs.
Hitchwood's quarterly supplement to its due diligence questionnaire discloses how ESG considerations and responsible investing principles are integrated into its investment practices. In accordance with its proxy voting policy, Hitchwood makes its proxy voting records available upon request. Hitchwood will also report annually on its progress towards implementing the UNPRI.
Hitchwood has created an ESG Committee (the "Committee") to monitor and evaluate the financially material ESG risks, controversies and opportunities in Hitchwood's portfolio and its activities and progress toward implementing the UNPRI. The Committee is made up of the Founder, Chief Executive Officer & Portfolio Manager and the other Partners of the Firm including the Sector Portfolio Managers, the General Counsel & Chief Compliance Officer and the Chief Business Officer.
The Committee meets quarterly and is responsible for supervising the implementation of this policy. The Committee will review such internal and external memos, reports and data as it deems necessary or appropriate in carrying out its responsibilities hereunder.
The General Counsel & Chief Compliance Officer is responsible for maintaining, updating and monitoring compliance with this policy and for arranging and providing periodic training to applicable Hitchwood personnel.