Statement of Investment Principles – September 2020
The Trustees of the Weetabix Group Pension Scheme (the “Scheme”) have drawn up this Statement of Investment Principles (“the Statement”) to comply with the requirements of Section 35 of the Pension Act 1995 (“the Act”), the Occupational Pension Scheme (Investment) Regulations 2005 and associated legislation including the Occupational Pension Schemes (Investment) Regulations 2005 (as amended). The Trustees have consulted a suitably qualified person by obtaining written advice from Mercer Limited (“Mercer”). The Trustees, in preparing this Statement, have also consulted the Sponsoring Company (“the Company”), in particular in relation to the Trustees’ objectives.
This Statement replaces the previous statement dated September 2019.
The Trustees seek to maintain a collaborative approach with the Company on investing the Scheme’s assets and will discuss any proposed changes to this Statement with the Company. However, the Trustees’ fiduciary obligations are to the Scheme’s members and will take precedence over the Company’s wishes.
The Scheme’s investment arrangements, based on the principles set out in this statement, are detailed in the Scheme’s Summary of Investment Arrangements “SIA” document. Both are available to members on request.
Mercer has confirmed in writing to the Trustees that it has the appropriate knowledge and experience to give the advice required by the Pensions Act 1995 and the Occupational Pension Scheme (Investments) Regulations 2005.
The Scheme is governed by its Trust Deed and Rules, which sets out all of the benefits in detail and specifies the Trustees’ investment powers. These investment powers do not conflict with this Statement.
2. Process for Choosing Investments
The Trustees have appointed Mercer to act as discretionary investment manager to implement a Cashflow Driven Investment (“CDI”) solution whereby the Scheme invests in such a way that expected asset cashflows should broadly match a proportion of the Scheme’s expected liability cashflow profile whilst still targeting a return in excess of gilts (noting that the intention is to match as high a proportion as possible, subject to the level of expected return required).
In this capacity, and subject to agreed restrictions, a majority of the Scheme’s are invested in multi-client collective investment schemes (“Mercer Funds”) comprised of a range of fixed income instruments such as corporate bonds, high yield debt, multi-asset credit, secured finance, gilts, Liability Driven Investment and senior private debt. The Mercer Funds are domiciled in Ireland (for traditional asset classes) and in Luxembourg (for private markets assets). The Ireland domiciled collective investment schemes are managed by a management company (Mercer Global Investments Management Limited (“MGIM”)) and the Luxembourg-domiciled funds are managed by Mercer Alternatives (Luxembourg) S.à r.l. and, respectively, these entities have appointed Mercer Global Investments Europe Limited (“MGIE”) and Mercer Alternatives AG (“Mercer AG”) as investment managers of the Mercer Funds.
In practice, assets in the Mercer Funds are invested with third party fund managers based in countries such as Ireland, UK and USA. Mercer and its affiliates have expertise in identifying, selecting and combining highly rated fund managers who are best placed and resourced to manage the Scheme’s assets on a day-to-day basis.
The Scheme also invests a small portion of assets in a property fund with an Patrizia AG (“Patrizia”); the UK Value 2 Fund.
In considering the appropriate investments for the Scheme, the Trustees have obtained and considered (and will continue to obtain and consider) the written advice of Mercer, whom the Trustees believe to be suitably qualified to provide such advice. The advice received and arrangements implemented are, in the Trustees’ opinion, consistent with the requirements of Section 36 of the Pensions Act 1995 (as amended).
3. Investment Policy and Risk
Overall investment policy falls into two parts. The strategic management of the assets is fundamentally the responsibility of the Trustees acting on advice from their investment consultant, and is driven by their investment objectives as set out below. The remaining elements of policy are part of the day to day management of the assets which is delegated to professional investment and asset managers in and outside of the CDI solution. These arrangements are described in the Statement of Investment Arrangements (“SIA”). The format of this SIA is designed to provide a logical statement rather than an ordered response to the Act. The Trustees believe, however, that it incorporates a response to all the requirements of the Act.
4. Investment Objectives
The Trustees’ objective is to invest the Scheme’s assets in the best interest of the members and beneficiaries and in the case of a potential conflict of interest, in the sole interest of the members and beneficiaries. Within this framework, the Trustees have carefully considered the Scheme’s liquidity requirements and expected time horizon given the Technical Provisions assumptions.d Based on this, the Trustees have agreed a number of objectives to help guide them in their strategic management of the assets and control of the various risks to which the Scheme is exposed. The Trustees’ primary objectives are set out below:
▪ To ensure the Scheme’s obligations to its beneficiaries can be met;
▪ To achieve an asset return above the return from gilts over the longer term, whilst recognising the need to balance risk control and return generation;
▪ To ensure consistency between the Scheme’s investment strategy and the return as well as Technical Provisions assumptions used by the Scheme Actuary;
▪ To pay due regard to the Company’s interests in the size and incidence of employer contribution payments.
The objectives set out above and the risks and other factors referenced in Section 5 of this Statement are those that the Trustees determine to be financially material considerations. Non financial considerations are discussed in Section 12.
5. Risk Management and Measurement
The Trustees consider risk as the likelihood of failing to meet the objectives set out above and have, on advice from Mercer, taken several measures to minimise this so far as possible. There are various risks to which any pension scheme is exposed. The Trustees’ policy on risk management, over the Scheme’s anticipated lifetime, is described below.
The Trustees’ willingness to take on investment risk is dependent on the continuing financial strength of the Company and its willingness to contribute to the Scheme. The strength of the Company and its perceived commitment to the Scheme is monitored by the Trustees and the overall level of risk being taken will be reviewed if either of these deteriorates.
The Trustees recognise that whilst increasing risk increases potential returns over a long period, it also increases the risk of a shortfall in returns relative to that required to cover the Scheme’s accruing liabilities as well as producing more short-term volatility in the Scheme’s funding position. The Trustees have taken advice on the matter and (in light of the objectives noted above) considered carefully the implications of adopting different levels of risk.
Whilst risk could lead to volatility in the funding level disclosed at a subsequent actuarial valuation, it is felt that some risk is acceptable in view of the potential benefits of the expected extra returns. The additional returns could lead to greater security for members of the Scheme and lower costs falling on the Company although the Trustees recognise there are no guarantees this will happen.
The primary risk upon which the Trustees focus is that arising through a mismatch between the Scheme’s assets and its liabilities. The Trustees aim to reduce this risk as much as practicable through implementation of a CDI solution, the specific objectives of which are set out in Section 6, but the Trustees agree that some mismatch risk still exist under the agreed strategy.
The Trustees have agreed an initial implementation asset allocation and rebalancing ranges, and have delegated the implementation of the CDI solution, to Mercer (the external property holdings are taken into account as part of setting the overall allocation). The asset allocation has initially been set so that the expected return on the portfolio and the extent to which the Scheme’s assets and liabilities are matched is sufficient, in the Trustees’ view, to meet the objectives outlined in Section 4.
The Trustees recognise that although the Scheme’s assets are invested in line with a CDI solution, there may still be a mismatch between the interest-rate and inflation sensitivity of the Scheme’s assets and liabilities due to the mismatch in duration between matching assets and actuarial liabilities. The Trustees have obtained and considered the written advice of Mercer, whom the Trustees believe to be suitably qualified to provide such advice, in agreeing upon the suitable level of matching assets to liabilities as part of the CDI solution.
The Trustees recognise that whilst increasing risk increases potential returns over a long period, it also increases the risk of a shortfall in returns relative to that required to cover the Scheme’s accruing liabilities as well as producing more volatility in the Scheme’s funding position.
Risks may also arise from the lack of diversification of investments. To control this risk, the Trustees aim to ensure the asset allocation policy in place results in an adequately diversified portfolio after obtaining and considering the written advice of Mercer. Investment exposure is obtained via pooled vehicles managed across various asset classes by the investment managers.
To help the Trustees ensure the continuing suitability of the current investments the Mercer provides the Trustee with regular reports regarding the performance of the underlying asset managers appointed within the relevant Mercer Funds and the external property holdings to enable the monitoring of differences between the expected and experienced levels of risk and
There is a risk that the day-to-day management of the assets will not achieve the rate of investment return expected by the Trustees. The Trustees recognise that the use of active investment managers involves such a risk. However, for specific asset classes it believes that this risk is outweighed by the potential gains from successful active management. Likewise, passive management will be used for one of a number of reasons, namely to diversify and reduce risk and when investing in markets deemed efficient where the scope for added value is limited.
The Trustees do not make Investments in securities that are not traded on regulated markets. However, should the Scheme’s assets be invested in such securities, in recognition of the associated risks (in particular liquidity and counterparty exposure), such investments would normally only be made with the purpose of reducing the Scheme’s mismatch risk relative to its liabilities or to facilitate efficient portfolio management. In any event, the Trustees would ensure that the assets of the Scheme are predominantly invested on regulated markets.
The Trustees recognise the risks inherent in holding illiquid assets. The Trustees have carefully considered the Scheme’s liquidity requirements and time horizon when setting the investment strategy and manages liquidity risk by ensuring illiquid asset classes represent an appropriate proportion of the overall investment strategy.
The Scheme is subject to currency risk because some of the investment vehicles in which the Scheme invests are denominated or priced in a foreign currency. Within the context of the Mercer Funds used in the Scheme’s Portfolio, to limit currency risk, a target non-sterling currency exposure is set and the level of non-sterling exposure is managed using currency hedging derivatives such as forwards and swaps.
The Trustees recognise that environment, social and corporate governance concerns, including climate change, have a financially material impact on return. Section 12 sets out how these risks are managed.
The role of a custodian is to ensure the safe keeping of the assets and facilitate all transactions entered into by the appointed investment managers. The Scheme’s assets are invested through pooled funds and the selection of custodians is undertaken by Mercer and the external property manager for these funds on the Trustees’ behalf.
Should there be a material change in the Scheme’s circumstances, the Trustees will advise Mercer, who will review whether and to what extent the investment arrangements should be altered; in particular whether the current strategy remains appropriate.
6. Investment Strategy
The Trustees, with advice from the Scheme’s Investment Consultant and the Scheme Actuary, reviewed the Scheme’s CDI investment strategy in consultation with the Company during 2020. This review considered the Trustees’ investment objectives, their ability and willingness to take risk (the risk budget) and how this risk budget should be allocated and implemented.
Following the review, the Trustees agreed to refine the CDI strategy.
The CDI strategy aims to:
▪ Match a high proportion of the Scheme’s expected liability cashflows, as calculated based on the Scheme’s Technical Provisions assumptions.
▪ Initially generate an expected return of approximately gilts + c.1.3% p.a. (net of fees)* ▪ Initially support a discount rate of approximately gilts + 0.8% p.a.*
* Figures as at 31/03/2020. The expected return and discount rate will be reviewed periodically as both are subject to change due to market conditions
With this in mind, the Trustees have agreed that the Scheme’s investment portfolio should be constructed so that it provides a broad liability hedge through a range of diversified investments managed by Mercer rather than accumulate exposure in any single part of the interest rate or inflation curve (i.e. to avoid “curve” risk). The Trustees have delegated the responsibility for constructing, managing and monitoring the scheme’s liability hedging arrangements and further information on target hedge ratios for interest rate and inflation hedging is included in the SIA.
The Trustees believe that the Scheme’s investment strategy is consistent with the investment policy, objectives and risk management decisions set out in Sections 3, 4 and 5.
Responsibility for monitoring the Scheme’s asset allocation is delegated to Mercer. Mercer will report quarterly to the Trustees on any breaches to the range restrictions.
7. Investment Principles
The Trustees have adopted the following principles subject to the overriding constraint that at the total Scheme level the expected level of risk is consistent with that outlined in sections 3, 4, 5 and 6 and subject to the Trust Deed & Rules:
▪ There is a role for both active and passive management. Passive management involves employing investment managers to deliver a return equal to a chosen benchmark appropriate to the asset class held. Active management involves employing investment managers who aim to outperform a benchmark but with a risk that they will underperform. By employing both, via pooled investment vehicles with Mercer and the external property manager, the Trustees aim to take advantage of active management where they believe it is likely to lead to outperformance net of fees, while using passive management in other areas or alongside active management to control overall manager risk and to manage overall fee levels.
▪ At the total Scheme level investments should be broadly diversified to ensure there is not a concentration of exposure to any one market or issuer, to the extent that this is not protected (e.g. by collateral). This restriction does not apply to investment in UK Government debt.
▪ The amount invested in highly concentrated portfolios will take into account the level of risk this represents taking into account the Scheme’s assets overall.
▪ The amount invested in illiquid investments, such as pooled property or private debt funds, will take into account the implications of not being able to readily liquidate a proportion of the Scheme’s investment on the operation of the Scheme.
▪ Investment in derivatives is permitted within pooled funds for risk reduction purposes or to facilitate efficient portfolio management. In particular, the Trustees have agreed that they are comfortable with the use of financial derivatives for the purpose of managing the risk of changes in long-term interest rates and inflation expectations within pooled funds. Investments may be made in securities that are not traded on regulated markets.
▪ Recognising the risks (in particular liquidity and counterparty exposure), such investments will normally only be made with the purpose of reducing risk (e.g. interest rate risk or currency risk) or to facilitate efficient portfolio management. In any event the Trustees will ensure that the assets of the Scheme are predominantly invested in regulated markets where possible.
▪ The Trustees will not invest directly in the Scheme sponsor or associated companies, but acknowledge that indirect investment is possible as a result of the investment policies of the underlying managers utilised by Mercer.
▪ The Trustees have agreed that the use of leverage is appropriate as part of the Scheme’s CDI solution to enable target hedge ratios (for interest rate and inflation exposure) to be achieved and maintained. The Trustees have not set a formal target with respect to the use of leverage but will monitor actual leverage levels over time. The Trustees will not borrow for any other purpose, except to cover short term liquidity requirements although recognise the underlying managers utilised by Mercer may be permitted to borrow. The Trustees review the leverage and borrowing for the pooled funds prior to investment.
8. Additional Assets
Members of the Scheme have the opportunity to pay Additional Voluntary Contributions, which are invested and used to increase pension benefits at retirement, or in the event of death. The Trustees established the arrangements under which these contributions are invested, taking advice from their investment advisers.
These arrangements are reviewed from time to time to ensure that the investment performance achieved is acceptable and the investment profile of the funds is consistent with the objectives of the Trustees and needs of the members. Further details can be found in the SIA.
9. Realisation of Investments
The Trustees on behalf of the Scheme hold shares in Mercer Funds and a Limited Partnership Interest with Patrizia. MGIE, Mercer AG, the underlying managers appointed by MGIE and Mercer AG and Patrizia have discretion in the timing of realisation of investments and in considerations relating to the liquidity of those investments within parameters stipulated in the relevant appointment documentation. In practice, this means that the underlying managers appointed by MGIE, Mercer AG and Patrizia will monitor their relevant markets and trading environments to seek attractive selling points for their individual investments such that it is in the best interest of achieving their stated investment objective.
10. Cash flow and cash flow management
Cash flows, whether positive or negative, are used to move the Scheme’s asset allocation back towards the strategic allocation appropriate at that point in time. The Trustees have agreed with Mercer a formal cashflow process.
Rebalancing ranges have been set as part of the CDI strategy to ensure the Scheme’s assets remain invested in a manner as intended by the Trustees and the Company. The ranges have been designed to ensure that unnecessary transaction costs are not incurred by frequent rebalancing. There is no automatic rebalancing between assets within the CDI solution and the Scheme’s assets outside those managed by Mercer, but the Trustees will review the Scheme’s overall position through regular (typically quarterly) reporting provided by Mercer. Further details can be found in the SIA.
12. ESG, Stewardship and Climate Change
The Trustees believe that environmental, social and corporate governance (ESG) factors may have a material impact on investment risk and return outcomes, and that good stewardship can create and preserve value for companies and markets as a whole. The Trustees also recognise that long-term sustainability issues, particularly climate change, present risks and opportunities that increasingly may require explicit consideration.
As noted above Trustees have appointed Mercer to act as discretionary manager in respect of a majority of the Scheme’s assets (and such assets are invested in a range of Mercer Funds managed by MGIE) and Patrizia AG to manage the property holding. The asset managers appointed to manage the Mercer Funds and Patrizia AG are expected to evaluate ESG factors, including climate change considerations, and exercise voting rights and stewardship obligations attached to the investments, in accordance with their own corporate governance policies and current best practise, including the UK Corporate Governance Code and UK Stewardship Code.
The Trustees consider how ESG, climate change and stewardship is integrated within Mercer’s. MGIE’s, Mercer AG’s and Patrizia’s investment processes, and those of the underlying managers used within the Mercer funds, in a regular quarterly monitoring process. Mercer is expected to provide reporting on their funds, on a regular basis, at least annually, on ESG integration progress, stewardship monitoring results, and climate-related metrics and/or climate scenario analysis. The Trustees will review the extent to which ESG, climate change and stewardship is integrated within their investment manager’s processes on a broadly annual basis.
Member views are currently not taken into account in the selection, retention and realisation of investments. However, the Trustees believe that the appointment of investment managers and delegation of portfolio construction, for the majority of the Scheme’s assets, to Mercer will lead to ESG considerations that are in the best interests of the Scheme as a whole.
The Trustees have not currently set any additional investment restrictions on the Scheme’s investment managers. For the assets managed by Mercer, within the Mercer portfolios, the appointed investment managers have been given restrictions in relation to particular products or activities.
13. Trustees’ Policies With Respect To Arrangements With, And Evaluation Of The Performance And Remuneration Of, Asset Managers And Portfolio Turnover Costs
When engaging Mercer as discretionary investment manager to implement the Trustees’ investment strategy outlined in section 6, the Trustees are concerned that, as appropriate and to the extent applicable, Mercer is incentivised to align its strategy and decisions with the profile and duration of the liabilities of the Scheme, in particular, long-term liabilities.
As the Scheme’s assets are invested in Mercer Funds, which are multi-client collective investment schemes and the Patrizia UK Value 2 Fund via a Limited Partnership Interest, the Trustees accept that they do not have the ability to determine the risk profile and return targets of specific funds but the Trustees expect Mercer and Patrizia AG to manage the assets in a manner that is consistent with the Trustees’ overall investment strategy as outlined in section 4. The Trustees have taken steps to satisfy themselves that Mercer and Patrizia has the appropriate knowledge and experience to do so and keeps Mercer’s and Patrizia’s performance under ongoing review.
Should Mercer and/or Patrizia fail to align its investment strategies and decisions with the Trustees’ policies, it is open to the Trustees to disinvest some or all of the assets invested managed by Mercer and/or Patrizia, to seek to renegotiate commercial terms or to terminate Mercer’s and/or Patrizia’s appointment.
To evaluate performance, the Trustees receive, and consider, investment performance reports produced on a quarterly basis, which presents performance information and commentary in respect of the Scheme’s funding level and the Mercer and Patrizia funds in which the Trustees are invested. Such reports have information covering fund performance for the previous three months, one-year, three years and since inception (as applicable). The Trustees review the absolute performance and relative performance against a portfolio’s and underlying investment manager’s benchmark (over the relevant time period) on a net of fees basis.
Given the Scheme’s time horizon, the Trustees’ focus is on the medium to long-term financial and non-financial performance of Mercer, the Mercer Funds and the Patrizia AG UK Value 2 Fund.
Neither Mercer, MGIE or Mercer AG make investment decisions based on their assessment about the performance of an issuer of debt or equity. Instead, assessments of the medium to long-term financial and non-financial performance of an issuer are made by the underlying third party asset managers appointed by MGIE and Mercer AG to manage assets within the Mercer Funds and Patrizia AG. Those managers are in a position to engage directly with such issuers in order to improve their performance in the medium to long term, consistent with their formal performance objectives and how they are critically assessed and rated by Mercer. The Trustees are, however, able to consider Mercer’s and MGIE’s assessment of how each underlying third party asset manager (including Patrizia) embeds ESG into their investment process and how the manager’s responsible investment philosophy aligns with the Trustees’ own responsible investment policy. This includes the asset managers’ policies on voting and engagement. Section 12 provides further details of the steps taken, and information available, to review the decisions made by managers, including voting history and the engagement activities of managers to identify decisions that appear out of line with a Mercer Fund’s and the Patrizia UK Value 2 Fund’s investment objectives or the objectives/policies of the Scheme.
The investment managers and asset managers are incentivised as they will be aware that their continued appointment by MGIE and Mercer AG (in the case of the Mercer Funds) or the Trustees (in the case of MGIE and Mercer AG as an investment manager and Patrizia) will be based on their success in meeting MGIE’s, Mercer AG’s and the Trustees’ expectations respectively. If MGIE and Mercer AG is dissatisfied then it will, where appropriate, seek to replace the appointed manager. Similarly, if the Trustees are dissatisfied with MGIE, Mercer AG and/or Patrizia, then they will, where appropriate, seek to replace MGIE, Mercer AG and/or Patrizia.
The Trustees are long-term investors and are not looking to change their investment arrangements on an unduly frequent basis. However, the Trustees do keep those arrangements under review, including the continued engagement of Mercer using, among other things, the reporting described above.
The Trustees monitor, and evaluate, the fees it pays for asset management services on an ongoing basis taking into account the progress made in achieving its investment strategy objectives as outlined in section 4. Mercer’s and MGIE’s fees are based on a percentage of the value of the Scheme’s assets under management which covers the design and annual review of the CDI strategy, and investment management of the assets. In addition, the underlying third party asset managers of the Mercer Funds also charge fees based on a percentage of the value of the assets under management. In some instances, some of the underlying managers may also be entitled to charge fees based on their performance.
Mercer AG fees are charged based on net commitment for the first four years following the final close and, thereafter, by reference to the Net Asset Value of the Mercer Fund.
MGIE reviews the fees payable to third party asset managers managing assets invested in the Mercer Funds on a regular basis with any negotiated fee savings passed directly to the Scheme. Mercer’s, MGIE’s, Mercer AG and the third party asset managers’, fees are outlined in a quarterly investment strategy report prepared for the Trustees, excluding performance-related fees and other expenses involved in the Mercer Funds not directly related with the management fee.
Patrizia AG charge fees based on a percentage of the value of the assets under management.
Details of all costs and expenses are included in the Mercer Fund’s Supplements, the Report & Accounts and within the Scheme’s annualised, MiFID II compliant Personalised Cost & Charges statement. The Scheme’s Personalised Cost & Charges statement also include details of the transaction costs associated with investment in the Mercer Funds. It may also include details of the transaction costs associated with the investment in the funds managed by Patrizia AG, or a separate statement will be provided outlining these.
The Trustees do not have an explicit targeted portfolio turnover range but rebalancing ranges have been designed to avoid unnecessary transaction costs being incurred by unduly frequent rebalancing. This helps to ensure that potential asset performance is not eroded by unnecessary and frequent trading which ultimately could result in the managers underperforming their stated performance objectives. Specifically, other than in respect of the Patrizia UK Value 2 and private markets investments where turnover does not usually apply, performance is reviewed net of portfolio turnover costs, with the review of portfolio turnover of the underlying investment managers undertaken by MGIE. MGIE reviews the turnover of the investment managers used in the Mercer Funds and the associated transaction costs incurred. The total transaction costs in the management of the Scheme’s assets are reported to the Trustee through the annual cost and charges statements.
14. Compliance with this Statement
The Trustees will aim to monitor compliance with this Statement regularly, including an assessment of whether the Scheme’s investment arrangements (as managed by Mercer and the investment managers) are in line with the investment principles in this Statement, so far as reasonably practicable.
15. Review of this Statement
The Trustees will review this Statement at least every three years to coincide with the Actuarial Valuation and immediately after any significant change in investment policy, in accordance with the Occupational Pension Schemes (Investment) Regulations 2005. Any such review will be based on written expert advice and will be in consultation with the Company.
For and on behalf of the Trustees of the Weetabix Group Pension Scheme September 2020