# 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.

<!--
Guidance: How to use this template
- Decide first which frameworks the report must satisfy (section 1.2).
  An EU asset manager must publish the SRD II implementation disclosure
  each year or explain why not. A UK Code signatory submits the annual
  Activities and Outcomes Report and, every fourth year, a separate
  Policy and Context Disclosure (Disclosures A to E); this template is
  the annual report and refers to that disclosure rather than repeating
  it.
- Report activity and outcomes, not intentions. Every claim should be
  supported by an example with a date, an objective and what changed.
  Policies belong in the Proxy Voting Policy
  (`compliance/proxy-voting-policy`) and the Responsible Investment
  Policy (`finance/responsible-investment-policy`).
- Keep numbers reconcilable: engagement totals by topic, objectives by
  status and votes by direction must each add up to the totals shown.
- Related documents: Conflicts of Interest Register
  (`compliance/conflicts-of-interest-register`), Investment Policy
  Statement (`finance/investment-policy-statement-institutional`),
  Manager Due Diligence Report (`finance/manager-due-diligence-report`),
  SFDR Principal Adverse Impacts Statement
  (`compliance/sfdr-pai-statement`), ISSB Sustainability Disclosure
  (`finance/issb-sustainability-disclosure`).
- Common pitfall: a report full of policy text and counts of meetings,
  with no evidence of what the engagement achieved or how it changed an
  investment decision.
-->

## Document control

<!-- Guidance: Record who approved and signed the report and the frameworks it is filed under. Check the FRC reporting requirements for the year for who must approve and sign a UK Code report; a senior signatory and governing body approval is the usual practice. -->

| Field | Value |
|---|---|
| Document ID | [STW-RPT-2026] |
| Organisation | [Kestrel Bay Capital (group)] *(Example)* |
| Entities covered | [Kestrel Bay Capital LLC; Kestrel Bay Capital Europe] *(Example)* |
| Organisation type | [Asset manager / Asset owner / Both] |
| Reporting period | [2025-07-01 to 2026-06-30] *(Example)* |
| Frameworks | [SRD II Art. 3g(1)(b) disclosure; UK Stewardship Code 2026 Activities and Outcomes Report; other codes: [names]] |
| Assets in scope | [EUR 4.40bn of listed equity and credit at period end, out of group assets under management of about EUR 5.34bn] *(Example)* |
| Version | [1.0] |
| Status | [Draft / In review / Approved / Published / Superseded] |
| Owner | [@head-of-stewardship] |
| Approvers/reviewers | [@stewardship-committee], [@cio], [@chief-compliance-officer], [@governing-body] |
| Signed by | [Chair / CEO / CIO], [name] (check FRC reporting requirements) |
| Publication | [Website URL; regulator submission reference] |
| Last updated | YYYY-MM-DD |
| Classification | Public |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Stewardship Committee | [@chair] | [Recommend] | YYYY-MM-DD |
| Chief Compliance Officer | [@name] | [Reviewed for accuracy and fair presentation] | YYYY-MM-DD |
| Governing body | [@chair] | [Approve] | YYYY-MM-DD |
| Signatory (Chair, CEO or CIO) | [@name] | [Signed] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@author] | Data collection and first draft |
| 0.9 | YYYY-MM-DD | [@author] | Committee and compliance review comments |
| 1.0 | YYYY-MM-DD | [@author] | Approved and published |

## Contents

- [1. About this report](#1-about-this-report)
- [2. Context and changes in the period](#2-context-and-changes-in-the-period)
- [3. Integrating stewardship and investment (Principle 1)](#3-integrating-stewardship-and-investment-principle-1)
- [4. Promoting well-functioning markets (Principle 2)](#4-promoting-well-functioning-markets-principle-2)
- [5. Engagement (Principle 3)](#5-engagement-principle-3)
- [6. Escalation and collaboration](#6-escalation-and-collaboration)
- [7. Exercising rights and responsibilities (Principle 4)](#7-exercising-rights-and-responsibilities-principle-4)
- [8. Selection and oversight of managers (Principle 5)](#8-selection-and-oversight-of-managers-principle-5)
- [9. Monitoring service providers (Principle 6)](#9-monitoring-service-providers-principle-6)
- [10. Conflicts of interest in the period](#10-conflicts-of-interest-in-the-period)
- [11. Outcomes, lessons and next-period priorities](#11-outcomes-lessons-and-next-period-priorities)
- [12. Disclosure index](#12-disclosure-index)
- [13. Glossary and references](#13-glossary-and-references)
- [Standard and licence note](#standard-and-licence-note)

## 1. About this report

<!-- Guidance: Tell the reader what the report covers, which frameworks it answers, and how the data was gathered and checked. Question to answer: could a client tell which of their assets this report describes? Pitfall: mixing entities and periods without saying so. -->

### 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.

| Asset class | Assets in scope at period end *(Example)* | Stewardship approach |
|---|---|---|
| Listed equity, active | EUR 2.05bn | Engagement and voting by portfolio teams and the stewardship team |
| Listed equity, index | EUR 0.62bn | Voting and thematic engagement by the stewardship team |
| Corporate credit | EUR 1.48bn | Engagement by credit analysts at issuance and refinancing; consents and restructuring votes |
| Private credit | EUR 0.25bn | Lender rights, covenants and information rights |
| **Total in scope** | **EUR 4.40bn** | |
| Not in scope: government bonds, cash, private equity funds | EUR 0.94bn | Covered by the relevant fund and mandate reports |
| **Group assets under management** | **EUR 5.34bn** | |

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

### 1.2 Frameworks answered

| Framework | Entity | Requirement in short | Where answered |
|---|---|---|---|
| SRD II Art. 3g(1)(b) | Kestrel Bay Capital Europe | Annual public disclosure of how the engagement policy was implemented: voting behaviour, most significant votes, use of proxy advisers, how votes were cast | Sections 5, 7, 9, 12 |
| SRD II Art. 3i | Kestrel Bay Capital Europe | Annual report to institutional investor clients (separate client report; this report supports it) | Section 12 |
| UK Stewardship Code 2026, Activities and Outcomes Report | [Signatory entity] | Annual report against Principles 1 to 6 as applicable | Sections 3 to 9 |
| UK Stewardship Code 2026, Policy and Context Disclosure | [Signatory entity] | Disclosures A to E, submitted every fourth year or sooner if no longer accurate | Referenced in section 2; published separately on [date] |
| FCA COBS 2.2B (UK firms) | [UK entity, if any] | Reference only | Section 12 |
| [Other code, for example a national stewardship code] | [Entity] | [Summary] | [Sections] |

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

| Data set | Source | Check |
|---|---|---|
| Engagement records | [Engagement database] | Each record has an objective, dates, method and status; 10% sample reviewed by Compliance |
| Voting records | [Proxy adviser platform] | Reconciled to holdings and to Form N-PX and SRD II disclosures |
| Case studies | Stewardship team and portfolio managers | Facts confirmed against meeting notes and public company disclosures |
| Assurance | [Internal audit / External assurance provider / None] | [Scope and conclusion] |

## 2. Context and changes in the period

<!-- Guidance: Summarise the organisation, its stewardship resources and what changed in the period. Refer to the Policy and Context Disclosure for the stable facts. Pitfall: copying the whole policy into the annual report. -->

[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.

| Change ID | Area | Change in the period | Effect on stewardship |
|---|---|---|---|
| CHG-01 *(Example)* | Resources | Stewardship team grew from 5 to 7 people; two analysts with credit backgrounds hired | Engagement coverage of credit issuers increased from 38 to 61 issuers |
| CHG-02 *(Example)* | Policy | Proxy voting guidelines updated for auditor tenure and equity plan dilution (`compliance/proxy-voting-policy`) | 12 more votes against equity plans than under the prior policy |
| CHG-03 *(Example)* | Governance | Stewardship Committee now reports to the governing body twice a year | Two board sessions held on engagement outcomes |
| CHG-04 *(Example)* | Regulation | Reporting moved to the UK Stewardship Code 2026 format | Report restructured; Policy and Context Disclosure published separately |

## 3. Integrating stewardship and investment (Principle 1)

<!-- Guidance: Show, with examples, how stewardship information changed investment decisions and how investment views shaped stewardship priorities. Question to answer: name a time engagement led to buying, selling, sizing or pricing differently. -->

### 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:

| Priority | Why it matters to client outcomes | Holdings affected *(Example)* |
|---|---|---|
| Board effectiveness and capital allocation | Weak boards and poor capital allocation destroy value over time | 54 |
| Climate transition planning in high-emitting sectors | Transition risk affects cash flows and cost of capital | 31 |
| Human capital and supply chain standards | Labour disruption and legal exposure | 22 |
| Executive pay alignment | Misaligned pay encourages short-term decisions | 35 |

### 3.2 Integration examples

| Example ID | Holding | Stewardship input | Investment action | Date |
|---|---|---|---|---|
| INT-001 *(Example)* | [Industrial company A] | Engagement found no credible plan to refinance 2027 maturities | Credit position reduced by half; equity weight cut to neutral | YYYY-MM-DD |
| INT-002 *(Example)* | [Utility B] | Company published a capital expenditure plan consistent with its transition targets after engagement | Position increased within risk limits | YYYY-MM-DD |
| INT-003 *(Example)* | [Retailer C] | Repeated supply chain audit failures; no response to engagement | Exited after escalation failed (see ESC-002) | YYYY-MM-DD |

## 4. Promoting well-functioning markets (Principle 2)

<!-- Guidance: Report how the organisation identified and responded to market-wide and systemic risks, and contributed to policy or industry work. Be specific about the position taken and the outcome. -->

### 4.1 Market-wide and systemic risks identified

| Risk ID | Risk | How identified | Response in the period |
|---|---|---|---|
| MWR-01 *(Example)* | Interest rate and refinancing risk in leveraged issuers | Credit risk dashboard, maturity wall analysis | Stress tests on credit portfolios; engagement with 14 issuers on refinancing plans |
| MWR-02 *(Example)* | Climate transition risk | Portfolio emissions and transition plan assessment | Sector engagement programme; voting policy on transition plans |
| MWR-03 *(Example)* | Market structure and liquidity | Trading desk liquidity monitoring | Response to a regulator consultation on [topic]; best execution review |

### 4.2 Policy and industry contributions

| Contribution ID | Body or process | Position taken | Outcome |
|---|---|---|---|
| POL-001 *(Example)* | Consultation by [regulator] on [topic] | Supported clearer disclosure of [item]; opposed [item] because of cost to clients | Final rules adopted a phased approach |
| POL-002 *(Example)* | [Industry working group] | Co-authored guidance on engagement with credit issuers | Guidance published YYYY-MM-DD |

## 5. Engagement (Principle 3)

<!-- Guidance: Report the scale of engagement, the objectives, and outcomes with case studies. Use consistent outcome categories and show the numbers add up. Pitfall: counting emails as engagements. -->

### 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.

| Topic | Engagements *(Example)* |
|---|---|
| Board and governance | 52 |
| Climate and environment | 48 |
| Executive pay | 31 |
| Human capital and supply chain | 22 |
| Capital allocation and strategy | 19 |
| Other | 14 |
| **Total** | **186** |

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

| Status at period end | Objectives *(Example)* | Share |
|---|---|---|
| Achieved | 17 | 26.6% |
| Partly achieved | 21 | 32.8% |
| In progress, on track | 19 | 29.7% |
| Not achieved, escalated or closed | 7 | 10.9% |
| **Total** | **64** | **100.0%** |

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

<!-- Guidance: For each case give the issue, the objective, what was done, the outcome and the next step. Include at least one case that did not succeed. Use fictional or anonymised names in templates; in the real report name issuers only where the firm's policy allows. -->

| Case ID | Issuer and asset class | Issue and objective | Actions and dates | Outcome | Next step |
|---|---|---|---|---|---|
| ENG-001 *(Example)* | [Industrial company A], equity and credit | Refinancing risk; objective: a published refinancing plan before the next reporting date | Two meetings with the CFO (YYYY-MM-DD, YYYY-MM-DD); letter to the chair | Plan published; maturities extended by three years | Monitor covenant headroom quarterly |
| ENG-002 *(Example)* | [Utility B], equity | Transition plan lacked capital expenditure detail; objective: capex disclosure linked to targets | Meeting with the sustainability committee chair; joint letter with two investors | Achieved: disclosure in the annual report | Assess delivery against plan next year |
| ENG-003 *(Example)* | [Retailer C], equity | Supply chain audit failures; objective: independent audit and remediation plan | Three letters, one meeting with investor relations | Not achieved; escalated (ESC-002) and position exited | Closed |
| ENG-004 *(Example)* | [Bank D], credit | Information rights in a private credit facility; objective: monthly reporting of covenant metrics | Negotiated during amendment | Achieved: amendment signed | Use data in annual credit review |

## 6. Escalation and collaboration

<!-- Guidance: Show how escalation was chosen and what it achieved, and when the organisation worked with other investors. Check legal constraints such as acting in concert and, in the US, the effect on Schedule 13G eligibility. -->

### 6.1 Escalation

| Escalation ID | Issuer | Trigger | Escalation step | Outcome |
|---|---|---|---|---|
| ESC-001 *(Example)* | [Company E] | No response on audit committee independence after 12 months | Voted against the nomination committee chair; letter to the board | Independent audit committee chair appointed |
| ESC-002 *(Example)* | [Retailer C] | ENG-003 objective missed by the agreed date | Public pre-declaration of vote against the accounts; supported a shareholder proposal; divestment | Proposal received 31% support; position exited |

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

### 6.2 Collaboration

| Collaboration ID | Initiative or group | Role | Issuers covered | Outcome |
|---|---|---|---|---|
| COL-001 *(Example)* | [Investor coalition on climate transition] | Lead investor for two companies | [Utility B], [Company F] | ENG-002 achieved; Company F in progress |
| COL-002 *(Example)* | [Bondholder group] | Member | [Industrial company A] | Coordinated consent terms during refinancing |

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)

<!-- Guidance: Report voting statistics, significant votes with rationale, use of proxy advisers and securities lending. SRD II asks for a general description of voting behaviour, most significant votes, use of proxy advisers and how votes were cast. -->

### 7.1 Voting summary

| Measure | Result *(Example)* |
|---|---|
| Meetings voted / votable meetings | 1,248 / 1,262 = 98.9% |
| Proposals voted | 14,630 |
| Votes with management | 13,605 (93.0%) |
| Votes against management | 878 (6.0%) |
| Abstentions and withholds | 147 (1.0%) |
| Meetings with at least one vote against management | 391 (31.3% of meetings voted) |
| Shareholder proposals supported | 96 of 214 (44.9%) |

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

| Topic | Votes against *(Example)* |
|---|---|
| Director elections | 402 |
| Executive pay | 231 |
| Equity plans and capital | 118 |
| Auditors | 47 |
| Other management proposals | 80 |
| **Total** | **878** |

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].

| Vote ID | Issuer | Meeting date | Resolution | Vote | Rationale | Result | Link |
|---|---|---|---|---|---|---|---|
| SV-001 *(Example)* | [Company E] | YYYY-MM-DD | Re-elect nomination committee chair | Against | Escalation of ESC-001 | Passed with 78% | ESC-001 |
| SV-002 *(Example)* | [Retailer C] | YYYY-MM-DD | Shareholder proposal on supply chain audit | For | Supports ENG-003 objective | Not passed, 31% for | ESC-002 |
| SV-003 *(Example)* | [Company G] | YYYY-MM-DD | Approve remuneration policy | Against | Long-term plan vesting below median performance | Passed with 64% | ENG-0NN |
| SV-004 *(Example)* | [Company H] | YYYY-MM-DD | Approve merger | For | Valuation and strategic case supported after independent analysis | Passed | INT-0NN |

### 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

| Rights event | Count *(Example)* | Approach |
|---|---|---|
| Bond consent solicitations | 23 | Credit analyst review of effect on recovery and covenants |
| Amendments in private credit facilities | 9 | Negotiated information rights and covenant resets |
| Restructuring committees | 1 | Member of ad hoc group for [Issuer I] |

### 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)

<!-- Guidance: Required under the UK Code for organisations that use external managers. Show how stewardship was part of selection, how mandates set expectations, and how managers were monitored and challenged. Delete with a one-line explanation if not applicable. -->

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

| Manager ID | Mandate | Stewardship expectations set | Monitoring in the period | Outcome |
|---|---|---|---|---|
| MGR-001 *(Example)* | Emerging markets equity, EUR 120m, within the Northwold Retirement Scheme OCIO mandate | Voting by the firm's custom policy; quarterly engagement report | Two review meetings; sample of 20 votes checked | Manager agreed to report engagement outcomes, not only counts |
| MGR-002 *(Example)* | Private credit fund of funds | Information rights, ESG data reporting | Annual due diligence (`finance/manager-due-diligence-report`) | Watch list: data quality below the agreed standard |

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)

<!-- Guidance: Cover proxy advisers, data and research providers, investment consultants and engagement providers. Report what was checked, what was found and what changed. -->

| Provider ID | Provider type | Service | Monitoring in the period | Finding | Action |
|---|---|---|---|---|---|
| SP-001 *(Example)* | Proxy adviser | Research, custom policy, vote execution | Annual review; monthly sample check of 30 votes | Two factual errors on director independence, corrected before cut-off | Added independence fields to the sample check |
| SP-002 *(Example)* | ESG data provider | Emissions and controversy data | Quarterly data quality review | 6% of issuers with stale emissions data | Provider committed to refresh cycle; internal override process |
| SP-003 *(Example)* | Investment consultant | Manager research | Annual review | Satisfactory | None |

## 10. Conflicts of interest in the period

<!-- Guidance: Give real examples of conflicts that arose in stewardship and how they were handled. SRD II Art. 3g(3) applies conflict rules to engagement. Pitfall: stating that no conflicts arose. -->

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:

| Conflict case | Situation | How it was managed | Result |
|---|---|---|---|
| STC-001 *(Example)* | Vote at [Company J], whose pension plan is a client | Voted under the pre-set guideline; Compliance reviewed the vote (register entry COI-006) | Voted against the remuneration report in line with guidelines |
| STC-002 *(Example)* | A partner sits on the board of [Company K] held in portfolios | Partner excluded from engagement and vote decisions (COI-010) | Vote decided by the Stewardship Committee without the partner |
| STC-003 *(Example)* | Proxy adviser disclosed a consulting relationship with [Company L] | Internal research used instead of the adviser's recommendation | Vote cast on internal analysis |

## 11. Outcomes, lessons and next-period priorities

<!-- Guidance: Be candid about what worked and what did not. Set measurable priorities that the next report can be held against. -->

### 11.1 Assessment of the period

| Area | What worked | What did not | Change for next period |
|---|---|---|---|
| Engagement | Credit engagement on refinancing produced published plans at 9 of 14 issuers | Supply chain engagement with retailers had low response | Use collaborative engagement for supply chain topics |
| Voting | Escalation votes linked to objectives | Late submissions in share blocking markets | Earlier ballot review in those markets |
| Oversight | Proxy adviser sample check found errors early | Data provider gaps found late | Monthly data quality report |

### 11.2 Priorities for the next period

| Priority ID | Priority | Measure | Target *(Example)* |
|---|---|---|---|
| NP-01 | Close or escalate objectives older than 24 months | Objectives older than 24 months still in progress | 0 at next period end |
| NP-02 | Increase outcome evidence | Share of objectives with a documented outcome | At least 60% |
| NP-03 | Credit stewardship coverage | Credit issuers with an engagement objective | 75 |
| NP-04 | Timely voting | Meetings voted / votable | At least 99% |

### 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

<!-- Guidance: Map each requirement to the section where it is answered. This makes review by clients, regulators and the FRC faster. -->

| Requirement | Reference | Section |
|---|---|---|
| Implementation of engagement policy | SRD II Art. 3g(1)(b) | 3, 5, 6 |
| General description of voting behaviour | SRD II Art. 3g(1)(b) | 7.1, 7.2 |
| Most significant votes | SRD II Art. 3g(1)(b) | 7.3 |
| Use of proxy advisers | SRD II Art. 3g(1)(b) | 7.4, 9 |
| How votes were cast (excluding insignificant votes) | SRD II Art. 3g(1)(b) | 7.7 |
| Conflicts in engagement | SRD II Art. 3g(3) | 10 |
| Securities lending and engagement, for client reports | SRD II Art. 3i | 7.5 |
| Principle 1, Integrating stewardship and investment | UK Stewardship Code 2026 | 3 |
| Principle 2, Promoting well-functioning markets | UK Stewardship Code 2026 | 4 |
| Principle 3, Engagement | UK Stewardship Code 2026 | 5, 6 |
| Principle 4, Exercising rights and responsibilities | UK Stewardship Code 2026 | 7 |
| Principle 5, Selection and oversight of managers | UK Stewardship Code 2026 | 8 |
| Principle 6, Monitoring service providers | UK Stewardship Code 2026 | 9 |
| Policy and Context Disclosure A to E | UK Stewardship Code 2026 | 2 (reference to separate document) |
| Governing body approval and signature | FRC reporting requirements for the year (check) | Document control |

## 13. Glossary and references

<!-- Guidance: Keep terms consistent with the Proxy Voting Policy and the Conflicts Register. -->

### 13.1 Glossary

| Term | Meaning in this report |
|---|---|
| Stewardship | Responsible allocation, management and oversight of capital for the long-term benefit of clients and beneficiaries |
| Engagement | Purposeful dialogue with an issuer or other party, with a specific objective |
| Escalation | Steps taken when engagement does not achieve its objective in the agreed time |
| Collaborative engagement | Engagement carried out jointly with other investors |
| Most significant vote | A vote reported with its rationale under the definition in section 7.3 |
| Proxy adviser | A firm that provides research and voting recommendations to investors |
| Asset owner | An organisation that owns assets for beneficiaries, such as a pension scheme or insurer |
| Asset manager | An organisation that manages assets for clients; under SRD II, the firm types listed in Art. 2(f) |
| Policy and Context Disclosure | The UK Code 2026 document with Disclosures A to E, submitted every fourth year |
| Activities and Outcomes Report | The UK Code 2026 annual report against the Principles |

### 13.2 References

| Reference | Version or date | Use |
|---|---|---|
| Directive 2007/36/EC as amended by Directive (EU) 2017/828 (SRD II) | OJ L 132, 20.5.2017; transposition by 10 June 2019; check national law | Art. 2(f), 3g, 3h, 3i |
| UK Stewardship Code 2026, Financial Reporting Council | Published 2025, in force 2026-01-01; check the FRC website for the current text, reporting windows and guidance | Principles 1 to 6, Disclosures A to E |
| FCA COBS 2.2B | Reference only | UK disclosure of engagement policy |
| SEC Form N-PX and Rules 30b1-4 and 14Ad-1 | Amended 2022; annual by August 31 | US voting record |
| Proxy Voting Policy (`compliance/proxy-voting-policy`) | Current version | Voting guidelines and process |
| Conflicts of Interest Policy and Register (`compliance/conflicts-of-interest-register`) | Current version | Conflicts management |

## 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.