Stewardship Report Template (UK Stewardship Code 2026, SRD II)

Stewardship Report: [Organisation name], [reporting period]

Annual report on how an asset manager or asset owner carried out stewardship during a reporting period: how it integrated stewardship with investment, the engagement it did and what came of it, how it escalated and collaborated, how it voted, how it oversaw managers and service providers, and how it handled conflicts. The structure serves two uses at once: the annual public disclosure of how an EU asset manager or institutional investor implemented its engagement policy under the Shareholder Rights Directive as amended by Directive (EU) 2017/828 (SRD II, Article 3g(1)(b)), and the annual Activities and Outcomes Report for signatories of the UK Stewardship Code 2026 (published by the Financial Reporting Council in 2025, in force from 2026-01-01), mapped to its six Principles for asset owners and asset managers by name and number only. The example organisation, Kestrel Bay Capital, and its EU affiliate Kestrel Bay Capital Europe are fictional. Replace every [bracketed] value and every row marked Example. Obtain the Code, the law and any reporting guidance for the normative text. This is a document format, not legal, compliance or investment advice, and no statement here is a view on any real company or security.

Document control

Approvals

Revision history

Contents

• 1. About this report
• 2. Context and changes in the period
• 3. Integrating stewardship and investment (Principle 1)
• 4. Promoting well-functioning markets (Principle 2)
• 5. Engagement (Principle 3)
• 6. Escalation and collaboration
• 7. Exercising rights and responsibilities (Principle 4)
• 8. Selection and oversight of managers (Principle 5)
• 9. Monitoring service providers (Principle 6)
• 10. Conflicts of interest in the period
• 11. Outcomes, lessons and next-period priorities
• 12. Disclosure index
• 13. Glossary and references
• Standard and licence note

1. About this report

1.1 Scope

This report describes the stewardship activities of [Kestrel Bay Capital] during [the reporting period] and their outcomes. Stewardship here means the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries, exercised through investment decisions, engagement, voting and the oversight of others who act for the organisation.

Group assets under management at period end (Example): Kestrel Bay Capital LLC USD 2,480m (the regulatory assets under management in its Form ADV) and Kestrel Bay Capital Europe EUR 3,200m (including the EUR 1,080m Northwold Retirement Scheme OCIO mandate). At an illustrative rate of USD 1.16 per EUR, USD 2,480m is EUR 2.14bn (2,480 / 1.16 = 2,138), so the group total is about EUR 5.34bn (2.14 + 3.20). State the rate and its date in a real report.

The totals reconcile: 2.05 + 0.62 + 1.48 + 0.25 = 4.40, and 4.40 + 0.94 = 5.34.

1.2 Frameworks answered

Which Principles apply depends on whether the organisation invests directly, through external managers or both; confirm in the FRC reporting material for the year. Record the decision for each Principle in this table so that the scope of sections 3 to 9 is explicit.

1.3 Data and assurance

2. Context and changes in the period

[Kestrel Bay Capital] is an investment manager with [number] clients, mostly [pension schemes, insurers and wealth managers], and assets under management of [USD 2,480m at Kestrel Bay Capital LLC and EUR 3,200m at Kestrel Bay Capital Europe, about EUR 5.34bn combined] (Example). Its stewardship beliefs, governance, resources, policies and conflicts arrangements are set out in its Policy and Context Disclosure dated [YYYY-MM-DD], which remains accurate except for the changes below.

3. Integrating stewardship and investment (Principle 1)

3.1 How integration works

Portfolio managers and analysts set engagement objectives for holdings where a governance, environmental or social issue is material to the investment case. Engagement progress is a standing item in quarterly portfolio reviews. Where an objective fails and the issue remains material, the investment case is re-examined, which can lead to reducing or exiting the position.

Stewardship priorities for the period, chosen from material issues across portfolios:

3.2 Integration examples

4. Promoting well-functioning markets (Principle 2)

4.1 Market-wide and systemic risks identified

4.2 Policy and industry contributions

5. Engagement (Principle 3)

5.1 Engagement activity

An engagement is purposeful, two-way dialogue with an issuer, its board or management, with a specific objective. Routine meetings for information only are not counted.

The 186 engagements involved 142 issuers: 104 listed equity issuers and 38 credit-only issuers (104 + 38 = 142). Credit engagement covered 61 issuers (CHG-01): the 38 credit-only issuers plus 23 issuers also held as equity. Topic totals add to 186: 52 + 48 + 31 + 22 + 19 + 14 = 186.

5.2 Objectives and outcomes

Shares: 17 / 64 = 26.6%, 21 / 64 = 32.8%, 19 / 64 = 29.7%, 7 / 64 = 10.9%; they sum to 100.0%. An objective is "achieved" only when the issuer has taken the action publicly or confirmed it in writing.

5.3 Engagement case studies

6. Escalation and collaboration

6.1 Escalation

Escalation steps available to the organisation are set out in the Proxy Voting Policy (compliance/proxy-voting-policy), section 11.

6.2 Collaboration

Collaboration follows the organisation's rules on information sharing and on acting in concert. Legal review is obtained before joint statements or coordinated voting.

7. Exercising rights and responsibilities (Principle 4)

7.1 Voting summary

Checks: 13,605 + 878 + 147 = 14,630; 13,605 / 14,630 = 93.0%, 878 / 14,630 = 6.0%, 147 / 14,630 = 1.0%; 391 / 1,248 = 31.3%; 96 / 214 = 44.9%.

7.2 Votes against management by topic

402 + 231 + 118 + 47 + 80 = 878.

7.3 Most significant votes

The organisation defines a significant vote as [a vote against management on a material holding, a vote linked to an active engagement objective, a contested meeting, or a vote with high public attention].

7.4 Use of proxy advisers

The organisation uses [Proxy adviser name] for research, a custom voting policy based on its own guidelines, and vote execution. The adviser's recommendations are not followed automatically: [41 items in the last quarter and N items over the period] were voted against the custom recommendation after internal review. Oversight results are in section 9.

7.5 Securities lending

[The organisation lends securities in [funds or accounts]. Lent shares are recalled for votes that meet the recall criteria in the Proxy Voting Policy. In the period, shares were recalled for [12] meetings, and [3] recall decisions could not be completed before the record date.] (Example)

7.6 Credit and other rights

7.7 Where votes are disclosed

The full voting record for [Kestrel Bay Capital Europe] is published at [URL], covering all votes except those excluded as insignificant under the organisation's published criteria. US funds and the US manager file Form N-PX each year for the twelve months to June 30.

8. Selection and oversight of managers (Principle 5)

[Applicable / Not applicable: the organisation manages all assets directly.]

For each external mandate, explain how stewardship expectations were written into the selection criteria and the investment management agreement, how the organisation checked that the manager voted and engaged as agreed, and what it did when the manager fell short. In the example, Kestrel Bay Capital Europe uses external managers inside the Northwold Retirement Scheme OCIO mandate, so it reports this Principle for those assets even though it votes directly elsewhere.

9. Monitoring service providers (Principle 6)

10. Conflicts of interest in the period

The organisation manages conflicts under its Conflicts of Interest Policy and Register (compliance/conflicts-of-interest-register). Conflicts that arose in stewardship during the period:

11. Outcomes, lessons and next-period priorities

11.1 Assessment of the period

11.2 Priorities for the next period

11.3 How to draft and review this report

Start the report from the data, not from last year's text. Close the engagement and voting records at the period end, reconcile them (sections 5 and 7 must add up) and only then write the narrative. The case studies should be chosen by the stewardship committee from the full engagement log, with at least one that failed, so that the report does not read as a selection of successes.

For each case study, a reader should be able to answer four questions: what was the issue and why did it matter to the investment case; what specific objective was set and by when; what did the organisation do, with dates; and what changed at the company as a result. Where the outcome cannot be attributed to the engagement, say so. A change the company was already planning is not an outcome of the engagement.

Review points before approval:

1. Scope and entities. The assets in scope (section 1.1) reconcile to the assets under management of each entity, with the currency rate stated, and the frameworks table (section 1.2) names the entity that is subject to each regime.
2. Numbers. Engagement topics, objectives by status, votes by direction and votes against by topic each add up to the totals shown, and the voting figures agree with Form N-PX and the SRD II voting record for the same period.
3. Consistency with policy. Escalation and voting cases follow the Proxy Voting Policy, and the escalation IDs match the IDs used there.
4. Conflicts. Each conflict case cites the Conflicts of Interest Register entry, and no case is described as resolved without evidence.
5. Fair presentation. Compliance confirms that no statement overstates the organisation's role, for example by claiming a collective outcome as its own.
6. Legal constraints. Collaborative engagement and public statements were reviewed for acting in concert rules and, for US issuers, the effect on Schedule 13G eligibility.

Common errors: counting routine meetings as engagement; reporting outcomes without dates; presenting policy text as activity; and mixing the twelve-month voting period of Form N-PX (to June 30) with a calendar-year engagement period without saying so.

12. Disclosure index

13. Glossary and references

13.1 Glossary

13.2 References

Standard and licence note

Structure aligned with the UK Stewardship Code 2026 (Financial Reporting Council), whose Principles and Disclosures are cited by name and number only, and based on Directive 2007/36/EC as amended by Directive (EU) 2017/828 as published on EUR-Lex (reuse with acknowledgement) and on SEC rules for Form N-PX (US federal works, public domain). This is original text; no Code, guidance or legal text is reproduced, and it is not affiliated with or endorsed by the Financial Reporting Council or the FCA. Kestrel Bay Capital, Kestrel Bay Capital Europe and all issuers, figures and cases are fictional. Check the current official Code, the FRC reporting requirements for the year and the national transposition of SRD II before use. This is a document format, not legal, compliance or investment advice. Template licence: MIT.