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Regulatory information

Regulatory information

TÉLÉCHARGER – Exercise of voting rights – Report as of December 31, 2022

TÉLÉCHARGER – Exercise of voting rights – Report as of December 31, 2023

TDOWNLOAD – Provider Selection Policy

CLAIMS PROCESSING

In accordance with the regulations in force, in particular AMF instruction-recommendation no. 2012-07, NextStage AM has an effective and transparent procedure for the reasonable and rapid processing of complaints sent by all holders. of units or shareholders of funds managed by NextStage AM.

⚠️This text is a non-exhaustive summary version of NextStage AM's complaints processing procedure. The full version of this procedure, up to date as of December 22, 2023, is available to our investors and partners at the head office of NextStage AM (see below) or on request at the following address: info@nextstage.com.

1. Complaints with NextStage AM

NextStage AM handles any oral or written complaint in a harmonized, honest, rapid and reasonable manner. The processing of complaints by NextStage AM is done with respect for the equality of customers.

Complaints can be sent by any means and free of charge to NextStage AM using the following contact details:

  • By post to the address: 19 Avenue Georges V, 75008, Paris.
  • By email to the address: info@nextstage.com
  • By phone at 01 53 93 49 40

Any open complaint will be subject to a first return within ten working days, at least to acknowledge receipt. A response will be provided by NextStage AM as soon as possible without this period exceeding two months from the date of sending of the first written manifestation, unless justified special circumstances arise.

2. Complaint to the AMF mediator

If you are not satisfied with the response to your complaint, you can contact, free of charge, the mediator of the Financial Markets Authority, preferably by electronic form on the AMF website, https://www.amf-france.org/fr/le-mediateur-de-lamf/votre-dossier-de-mediation/vous-voulez-deposer-une-demande-de-mediation or by post, to the address 17 place de la Bourse 75082 Paris cedex 2.

Please note that your choice to use a mediator will be final.

COMPENSATION POLICY

The NextStage AM remuneration policy defines the principles relating to remuneration within NextStage AM, according to the main characteristics listed below.

⚠️This text is a non-exhaustive summary version of NextStage AM's remuneration policy. In accordance with articles 24 and 107 of the delegated regulation on the AIFM directive (231/2013) and the provisions of the general regulations of the financial markets authority, the full version of this procedure, up to date as of February 1, 2024, is available for our investors at the head office of NextStage AM or on request at the following address: info@nextstage.com.

1. General principles and objectives

The NextStage AM remuneration policy (the “ Company "), which is the result of in-depth reflection by the Company, lays down the principles which apply, concerning the terms of remuneration, to the Company and which, according to the strategy, objectives, values ​​and risk policy of NextStage AM, aim to:  

  • Align the long-term interests of its shareholders, current and potential customers/investors, and its employees by:
  • Promote sound and effective risk management and by not encouraging excessive risk-taking incompatible with the risk profiles, regulations or constitutive documents of the funds managed by NextStage AM;
  • Comply with the economic strategy, objectives, values ​​and interests of NextStage AM, the managed funds and the unitholders;
  • Attract and retain the best skills and talents, by generating commitment and strengthening NextStage AM's leadership while ensuring the best results and performance for NextStage AM's clients over the long term;
  • Avoid conflicts of interest.

This policy is subject to a minimum annual review to ensure that it functions correctly and is respected and that it is in line with the regulations in force.

2. A composition of remuneration in line with the objectives of NextStage AM

The remuneration applicable to all NextStage AM staff consists of a fixed part and, where applicable, an individual and/or collective variable part.

NextStage AM ensures that an appropriate balance is respected between the fixed and, where applicable, variable components of the overall remuneration. The fixed component represents a sufficiently high portion of the overall remuneration so that a flexible policy can be exercised with regard to the variable component, in particular the possibility of not paying any variable component.

Where applicable, the variable component of remuneration includes:

  • A collective variable portion comprising (i) specific ESG objectives determined and to be achieved collectively and (ii) profit-sharing and savings products;
  • An individual variable portion determined based on the individual performance of each employee (achievement of annual objectives, etc.), the overall performance of the Company and its own ESG objectives determined individually.

The individual variable portion will therefore be determined on the basis of both quantitative and qualitative criteria in order to promote the achievements, experience and skills of employees.

3. Integration of ESG criteria

The variable component of remuneration is determined based on ESG criteria, defined precisely in the full version of the Remuneration Policy, in particular:

  • Percentage of carbon assessments carried out on portfolio companies;
  • Commitment to annual reduction of the Company's carbon footprint in relative intensity per employee;
  • Follow-up of training on the subject of ESG, etc.

BETTER SELECTION AND BETTER EXECUTION OF ORDERS

NextStage AM’s best selection and best execution policy governs the selection system for brokers and execution of orders in order to guarantee the best possible result for its investors as well as the rapid and fair execution of orders.

NextStage AM's obligations under this policy are obligations of means and not of results.

⚠️ This text is a non-exhaustive summary version of NextStage AM's best selection and best execution policy. The full version of this policy, current as of May 14, 2024, is available at the head office of NextStage AM or on request at the following address: info@nextstage.com.

1. General principles

NextStage AM acts in the best interests of the AIFs it manages (the “ Funds "). In accordance with article L533-22-2-2 of the monetary and financial code (the “ CMF "), NextStage AM is required to take all reasonable measures to obtain, when executing orders, the best possible result taking into account the price, cost, speed, probability of execution and settlement , the size, the nature of the order or any other considerations relating to the execution of the order.

Due to its status as a portfolio management company, NextStage AM is not a member of the markets. NextStage AM transmits orders on behalf of the Funds to approved market intermediaries.

2. Selection of brokers

The choice of brokers is carried out independently in the interests of the Funds and clients.

In accordance with article L533-22-2-2 of the CMF, and in order to guarantee the best selection and execution of orders, the selection of brokers by the listed investment management teams takes into account the following criteria:

  • The size and nature of the order;
  • The likelihood of execution and settlement;
  • The price and cost of transactions, and;
  • The speed of the transaction.

Also taken into account:

  • The quality of order execution services;
  • The quality of transaction confirmation and reconciliation services;
  • The quality of investment decision support services;
  • The quality and quantity of corporate access;
  • The quality and experience of the team of salespeople and analysts.

Finally, given the activity and size of NextStage AM, the criterion of availability may also be taken into consideration, in particular concerning block orders subject to the score assigned to the other main criteria.

In accordance with article 27 of delegated regulation 231/2013 and article 321-110 of the general regulation of the financial markets authority (the “ RGAMF "), the criteria cited above are taken into account with regard to the following elements:

  • The objectives, investment policy, and risks specific to the Funds;
  • The characteristics of the order;
  • The characteristics of the financial instruments or other assets subject to the order;
  • The characteristics of the execution venues to which the order can be routed: NextStage AM takes into account the geographic coverage of the execution venues in its investment process.
3. Broker ratings

The selection of brokers is updated and reviewed annually by the listed investment management team, after analysis and rating of the determining factors detailed below:

  • The cost of the transaction;
  • Whether or not there is a minimum cost per transaction;
  • The quality of execution;
  • The ability to find counterparties;
  • The experience and quality of the sales team;
  • The experience and quality of the team analyzes;
  • The quality of corporate access ;
  • Geographic coverage;
  • Availability.

Finally, at least once a year, the policy is reviewed by the investment management team and the legal and compliance team. 

4. Placement of orders

NextStage AM authorizes its brokers to execute its orders on the following execution venues: regulated market, multilateral trading systems, systematic internalizer hub or darkpool.

CONFLICT OF INTEREST MANAGEMENT POLICY

In accordance with current regulations, NextStage AM has an effective conflict of interest management policy. NextStage AM takes all reasonable measures to identify, manage and prevent conflicts of interest from harming the interests of its clients or unitholders or shareholders of the funds managed (depending on the context, the “ Funds ") according to the system presented in the conflict of interest management policy.

⚠️ This text is a non-exhaustive summary version of the conflict of interest management policy. The full version of this policy, current as of October 4, 2023, is available at the NextStage AM head office or on request at the following address: info@nextstage.com

1. General principles

NextStage AM takes all reasonable measures to identify and manage conflicts of interest that may, in particular, appear between:

  • NextStage AM or any member of NextStage AM and a client;
  • NextStage AM, including any member of NextStage AM, and a Fund or the unitholders or shareholders of said Fund;
  • A Fund or the unitholders or shareholders of this Fund and another Fund or the unitholders or shareholders of this other Fund;
  • A Fund or the unitholders or shareholders of this Fund and another client of NextStage AM;
  • A portfolio company, controlled by NextStage AM, and a client;
  • NextStage AM and the companies of the group to which NextStage AM belongs;
  • NextStage AM and any member of NextStage AM;
  • Several NextStage AM customers.
2. Identification of conflicts of interest

NextStage AM and the members of NextStage AM are particularly keen to identify the following situations:

  • NextStage AM, a member of NextStage AM, or any person related to them, is likely to achieve financial gain or avoid financial loss at the expense of a client;
  • NextStage AM, a member of NextStage AM, or any person related to them, has an interest in the outcome of a service provided or a transaction carried out on behalf of a client which is different from the interest of the latter ;
  • NextStage AM, a member of NextStage AM, or any person related to them, has an incentive, for financial or other reasons, to favor the interests of one client or group of clients over the interests of another customer to whom the service is provided;
  • NextStage AM, a member of NextStage AM, or any person related to them, receives or will receive from a person other than the client a benefit in relation to the service provided to the client, in any form whatsoever, other than commission or the fees normally charged for this service.
3. Management of conflicts of interest

Any member of NextStage AM who notices a proven or potential conflict of interest shall inform the RCCI as soon as possible. The RCCI analyzes the nature, causes and consequences of identified conflicts of interest and takes appropriate and necessary measures to manage the conflict of interest and to limit its immediate and subsequent consequences.

After, or at the same time, an in-depth analysis of the conflict of interest situation, the RCCI informs general management of any conflict of interest identified. During the process of handling identified conflicts of interest, it is decided with NextStage AM management whether information must be provided to NextStage AM employees or to any external entity or authority.

The RCCI implements corrective actions intended to avoid or limit the occurrence of the identified conflict of interest, in particular by modifying or adopting the necessary procedures and/or strengthening controls if such actions are possible. When these measures adopted by the RCCI are not sufficient to guarantee, with reasonable certainty, that the risk of harming the interests of clients will be avoided, NextStage AM clearly informs them (when the client is identifiable), before acting on their behalf, of the general nature or source of these conflicts of interest.

VOTING AND SHAREHOLDER ENGAGEMENT POLICY

As part of its activity as a management company, NextStage AM has voting rights attached to the shares of listed investments held in its portfolio (the “ Participations ”) through the managed funds (the “ Funds »). It participates in the general meetings of the Participations according to the terms provided for by its voting and shareholder engagement policy.

This policy is reviewed annually to take into account legal developments and market practices.

⚠️ This text is a non-exhaustive summary version of the voting and shareholder engagement policy. The full version of this policy, updated as of September 20, 2024, is available at the registered office of NextStage AM or upon request at the following address: info@nextstage.com.

1. Monitoring strategy, financial and non-financial performance, risks, capital structure, social and environmental impact and corporate governance

In line with its investment strategy, NextStage AM invests in medium and long-term growth entrepreneurial companies through its Funds. It provides the SMEs and ETIs it supports with its expertise in 6 areas of support: external growth, internationalization, team building, financial optimization and ESG. The monitoring of investments covers the general strategy of the Investments in the portfolio (financial analysis, governance, capital structure).

As a signatory, since 2012, of the Principles for Responsible Investment (“ PRI ") of the UN, NextStage AM also integrates Environmental, Societal and Governance issues (" ESG ") in the investment analysis and decision-making processes as well as in its responsible shareholder policies and practices.

2. Dialogue with Participations

NextStage AM establishes an ongoing dialogue with the managers of the Investments. This dialogue constitutes a key element that is part of the monitoring of the Investments. The partner (or the Investment manager) questions the Investments on the implementation of their business strategy, their results, financial and non-financial risks, capital allocation, etc.

In terms of ESG, NextStage AM’s engagement consists of a constructive dialogue with the Participations, aimed at discussing how these entities manage ESG risks and their negative impacts, as well as seizing the economic and commercial opportunities associated with sustainability challenges. Participations are invited to respond to an annual ESG questionnaire, which can be developed by Gaïa Rating (EthiFinance) or by NextStage AM teams.

3. Exercise of voting rights and other rights attached to shares

NextStage AM determines a minimum threshold for holding securities of a Participation below which it considers that it does not benefit from an influence on the life of the Participation by exercising its voting rights. This holding threshold is set as a percentage of the number of voting rights in circulation and has been set at 1%.

NextStage AM exercises the voting rights attached to the securities held by the Funds in the exclusive interest of the unitholders of the Funds.

4. Voting policy

The criteria taken into consideration when examining resolutions and casting the vote are specified below:

Analysis of the company's financial situation and approval of accounts

Consolidated accounts :

  • Quality of information transmitted to shareholders: transparency, clarity, availability;
  • Persistence of accounting methods;
  • Existence and composition of audit and remuneration committees;
  • Existence of reservations/observations in the auditors' reports;
  • Refusal of certification of the accounts by the auditors;
  • Rate and nature of dividend distribution (cash or securities), payment of an exceptional dividend or justifications for share repurchase or capital reduction operations.

Regulated agreements :

This chapter will be the subject of particular attention in particular to ensure all financial transfers benefiting shareholders or managers or third parties close to them (royalties, missions, fees, rents).
Board of directors or supervisory board

Appointment or renewal of directors or members of the supervisory board :

  • Quality of information transmitted to shareholders: transparency, clarity;
  • Existence and composition of a nomination committee;
  • Quality of the information transmitted by the company allowing an opinion to be formed on the competence and experience of the person proposed;
  • Number of mandates held by each director;
  • Number of independent directors;
  • Presence or appointment of family members or relatives of the manager(s) or their family, if a significant part of the company's capital is held by the latter.

Board remuneration :

  • Existence of specialized committees;
  • Compliance with market standards (Standards defined by the IFA);
  • Attendance fees (Standards defined by the IFA);
  • Specific missions entrusted to directors and giving rise to remuneration.
Statutory Auditors (CAC)
  • History of the relationship between the company and its CAC (duration of mandate);
  • Membership of the CAC in a group;
  • Independence of the CAC
  • Quality of the CAC;
  • Appointment or renewal;
  • Examination of the distribution of mission costs and audit costs;
  • “Blocked” resolution, i.e. appointments or renewals of several CACs proposed in a single resolution;
  • Examination of ad hoc missions carried out by the CAC or by a related company;
  • Weight of the company in the turnover of the CAC (concept of financial independence).
Capital structure and financial operations (excluding specific operations)
  • Dilution of capital;
  • Growth of the company and financing needs (equity, debt weight and risk, systematic use of factoring);
  • Waiver of preferential subscription rights (analyzed according to the amount of the authorization, the existence or not of a priority period and the issue price);
  • Issuance of securities by subsidiaries giving access to the issuer's capital;
  • Stock options or free shares distributed to employees and managers (condition of exercise, duration, amount, number of people concerned and distribution).
Operations reserved for employees and corporate officers
  • Dilution for shareholders;
  • Possible discount;
  • Transparency of the proposed formulas;
  • Separation of resolutions between operations reserved for employees on the one hand, and for corporate officers on the other.
Statutory changes
  • Change in management mode: public limited company with a board of directors, public limited company with a supervisory board, creation of structures abroad;
  • Double voting rights and conditions of exercise;
  • Limitation of voting rights and increased dividend;
  • Creation of preferred and similar securities.
Environmental and social themes
  • Sustainability reporting;
  • Climate change;
  • Diversity and equal pay;
  • Human Rights;
  • Controversies.
5. Cooperation with other shareholders

NextStage AM tends to work in a concerted manner alongside the managers of the Participations, their co-shareholders and other relevant stakeholders to achieve the objective of creating sustainable value.

In the event of failure of the commitment or weakness of the action plan, the Company may implement one or more forms of escalation:

  • A collaborative commitment;
  • A filing/joint filing of shareholder resolutions on engagement-related matters;
  • A vote (including votes on the discharge of directors or against the renewal of their mandate);

An exclusion as a last resort.

6. Communication with relevant stakeholders

NextStage AM reports annually on the application of the voting and shareholder engagement policy in its annual report on the exercise of voting rights. This report is published on the NextStage AM website and is publicly accessible.

7. Prevention and management of real or potential conflicts of interest in relation to their commitment

NextStage AM maintains a policy and a conflict of interest management map.

NextStage AM ensures that its employees are placed in a situation which allows them at all times to act exclusively in the interest of unitholders of the Funds, while respecting the integrity of the market.

NextStage AM reasonably believes that it is protected from possible conflicts of interest likely to affect the free exercise of voting rights. If, however, a conflict of interest situation were to arise, of any nature whatsoever, the case would be submitted to the RCCI.