Brown Brothers Harriman Investor Services Ltd Corporate Governance Disclosure (website) - 2019

Brown Brothers Harriman Investor Services Limited (“BBHISL”) has implemented governance arrangements which incorporate the bodies detailed below to oversee and be accountable for the effective and prudent management of BBHISL, including the segregation of duties and the identification and management of any conflicts of interest. The Brown Brothers Harriman group (“BBH”) has a conflicts of interest policy which addresses conflicts of interest which may arise in the course of BBH’s business. This policy applies to partners and employees of BBH including subsidiary entities. Senior Management commit sufficient time to BBHISL to perform their functions effectively and do not hold more directorships than is appropriate.

Board of Directors: The Board of Directors (the “Board”) meets quarterly, or more frequently as deemed necessary. The Board has overall responsibility for the activities of BBHISL and determines adherence with applicable regulatory rules, regulations and legislation, by establishing appropriate systems and controls. The Board also has responsibility for determining BBHISL business strategy and planning that supports the overall strategic approach of the BBH group. In addition, the Board is responsible for the review and approval of the Internal Capital Adequacy Assessment Process (“ICAAP”), specifically the approach and methodology applied, risk assessment results and overall risk profile of BBHISL as well as the adequacy of capital resources. The Chairman of the Board does not hold the position of the regulatory Chief Executive function of BBHISL.

London Senior Management Committee (“SMC”): The SMC is accountable to the Board and was established with a view to oversee day to day activities of BBHISLand take the steps necessary to ensure the implementation of decisions taken by the Board. The SMC endeavours to meet monthly to discuss a broad range of items including conflicts of interest, contracted services, firm culture, financial performance, infrastructure, new business, outsourcing/delegation, policies and procedures and relationship management. In addition, the SMC considers data protection, financial crime, legal and regulatory compliance matters. The SMC is chaired by the Managing Director of BBHISL and comprises of members of the BBHISL senior management team. SMC meetings are also attended by a group of permanently invited guests including representatives of associated control functions. The SMC meetings follow a set agenda. Minutes are taken, approved and maintained.

BBHISL Audit Committee: The BBHISL Audit Committee is responsible for assisting the Board in discharging its oversight responsibilities in relation to internal control, the audit process, the accounting and financial reporting functions and compliance matters. The BBHISL Audit Committeeis accountable to the Board. The BBHISL Audit Committee consists of such members as the Board shall appoint. In accordance with its charter, the BBHISL Audit Committee shall meet at least semi-annually, or more frequently as circumstances may require. Minutes of each meeting are taken, approved and maintained.

Through Human Resources, Risk and Compliance processes, established by BBHISL senior management, BBHISL endeavours to ensure that all appointed members of BBHISL governance bodies are of sufficiently good repute, possess the sufficient knowledge, skills and experience to perform their duties and understand the firm’s activities and main risks. The appointments endeavour to reflect an adequately broad range of experiences and all appointed members are expected to oversee and monitor decision making.

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Important Information for Non-U.S. Residents

You are required to read the following important information, which, in conjunction with the Terms and Conditions, governs your use of this website. Your use of this website and its contents constitute your acceptance of this information and those Terms and Conditions. If you do not agree with this information and the Terms and Conditions, you should immediately cease use of this website. The contents of this website have not been prepared for the benefit of investors outside of the United States. This website is not intended as a solicitation of the purchase or sale of any security or other financial instrument or any investment management services for any investor who resides in a jurisdiction other than the United States1. As a general matter, Brown Brothers Harriman & Co. and its subsidiaries (“BBH”) is not licensed or registered to solicit prospective investors and offer investment advisory services in jurisdictions outside of the United States. The information on this website is not intended to be distributed to, directed at or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Persons in respect of whom such prohibitions apply must not access the website.  Under certain circumstances, BBH may provide services to investors located outside of the United States in accordance with applicable law. The conditions under which such services may be provided will be analyzed on a case-by-case basis by BBH. BBH will only accept investors from such jurisdictions or countries where it has made a determination that such an arrangement or relationship is permissible under the laws of that jurisdiction or country. The existence of this website is not intended to be a substitute for the type of analysis described above and is not intended as a solicitation of or recommendation to any prospective investor, including those located outside of the United States. Certain BBH products or services may not be available in certain jurisdictions. By choosing to access this website from any location other than the United States, you accept full responsibility for compliance with all local laws. The website contains content that has been obtained from sources that BBH believes to be reliable as of the date presented; however, BBH cannot guarantee the accuracy of such content, assure its completeness, or warrant that such information will not be changed. The content contained herein is current as of the date of issuance and is subject to change without notice. The website’s content does not constitute investment advice and should not be used as the basis for any investment decision. There is no guarantee that any investment objectives, expectations, targets described in this website or the  performance or profitability of any investment will be achieved. You understand that investing in securities and other financial instruments involves risks that may affect the value of the securities and may result in losses, including the potential loss of the principal invested, and you assume and are able to bear all such risks.  In no event shall BBH or any other affiliated party be liable for any direct, incidental, special, consequential, indirect, lost profits, loss of business or data, or punitive damages arising out of your use of this website. By clicking accept, you confirm that you accept  to the above Important Information along with Terms and Conditions.

 
1BBH sponsors UCITS Funds registered in Luxembourg, in certain jurisdictions. For information on those funds, please see bbhluxembourgfunds.com



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