Why a capital management company?

As the conception and management of a closed alternative investment fund (AIF) has to be controlled by a capital management company, we founded one especially for this purpose. hep has been active as a registered capital management company since 2015. On 24 January 2018, HEP Kapitalverwaltung AG was approved as an AIF capital management company in accordance with sections 20 and 22 of the German Capital Investment Code (KAGB). The capital management company acts as an investment company specialising in the field of solar investments and works with a wide variety of sales partners including savings banks, cooperative credit institutions, private banks, independent financial brokers and asset managers.

 

"Transparency and security are certainly the outstanding benefits of regulation."

- Thorsten Eitle, Founder

Delivering results for our investors

hep has extensive market experience and wide-ranging expertise in drawing up and managing real asset investments and alternative investments. Having successfully tapped into new markets and devised corresponding investments, we continually draw on this knowledge for the benefit of our investors – generating attractive returns at low risk. To date, institutional and private investors have invested around €450 million in our investment products and projects worldwide.

 

Transparency is essential: see below to find out how we keep our investors satisfied.

 

Handling of investor complaints

Information on the complaints procedure for private investors in public funds from HEP Kapitalverwaltung AG (in accordance with section 28, paragraph 2 of the German Capital Investment Code (KAGB) and section 4, paragraph 3, clause 4 of the German Ordinance on Capital Investment Behaviour and Organisation (KAVerOV))

 

HEP Kapitalverwaltung AG has introduced a procedure to ensure appropriate and immediate processing of complaints within the company, making this a part of its established practices. Not only does this complaints management procedure help HEP Kapitalverwaltung AG meet the relevant legal requirements, active complaints management is also highly important to the company as a means of increasing customer satisfaction and ensuring continuous improvement of internal company processes.

 

We engage in the continuous improvement of our processes and make use of the information that is brought to our attention in order to continuously optimise our processes and procedures.

 

If you are dissatisfied with our service and have grounds for a complaint, you can submit your complaint to us directly or you can inform us by telephone, via e-mail, by post or via the contact form.

 

Within a reasonable period of time, we will provide confirmation that your complaint has been received and inform you of the subsequent procedure for handling your complaint. We will ensure that the matter is dealt with promptly.

 

Complaints can be submitted free of charge. Please note that we can only process complaints that are submitted in German.

 


HEP Kapitalverwaltung AG

Anlegerbetreuung/Beschwerdemanagement

Römerstraße 3

74363 Güglingen

Germany

Tel.: +49 (0) 7135 93446-0

E-mail: info@hep.global

Conflict of interest management

HEP Kapitalverwaltung AG (capital management company) initiates and manages closed alternative investment funds (AIF) for private and institutional investors. We work with a variety of external contractual partners and associated companies across the entire value-creation chain of the AIFs. This may give rise to conflicting interests within and between the individual business divisions, other companies in the hep global Group, external business partners, managers and employees at the capital management company, and the managed AIFs and their investors.

 

Through the application of appropriate measures for avoiding conflicts of interest – or for the identification, monitoring, disclosure and potential resolution of these conflicts of interest if they cannot be avoided – possible conflicts can be detected at an early stage and handled in a fair manner or even avoided altogether.

 

In this way, conflicts of interest are to be resolved such that the AIFs managed by HEP Kapitalverwaltung AG and those investing in said AIFs are treated fairly, that there is no risk of damages for investors where possible and that extraneous interests do not influence the decisions made by our employees.

 

HEP Kapitalverwaltung AG has established organisational measures for avoiding, rectifying and minimising potential or actual conflicts of interest, with the goal of guaranteeing these as minimum standards.

 

Key aspects in this regard include a clear internal separation of duties on both a management and employee level, continuous monitoring of the entire business activities of the capital management company by the Risk Management and Compliance divisions, and ongoing monitoring conducted by the Internal Revision team.

 

In order to ensure compliance with these standards, we continuously work to actively identify and resolve conflicts of interest – at an early stage and with a forward-looking approach – so as to avoid any kind of apparent or actual impropriety.

 

If unavoidable conflicts should occur despite these efforts, such conflicts shall be resolved in a manner that protects the interests of the investors and the investment company. Conflicts with third-party interests shall be resolved to the benefit of our own investors and the AIF.

 

We will disclose unavoidable conflicts of interest to investors in the respective purchase documents.

Details about the remuneration policy at HEP Kapitalverwaltung AG

Legal background

HEP Kapitalverwaltung AG (HEP-KVG) is an alternative investment fund (AIF) manager (AIF-Kapitalverwaltungsgesellschaft, AIF-KVG) and registered in accordance with Section 44 of the German Investment Code (Kapitalanlagegesetzbuch, KAGB). KAGB Section 37 requires fund managers to define and apply a system for remuneration. Article 13 and Annex II of Directive 2011/61/EU and the European Securities and Markets Authority’s (ESMA) ‘Guidelines on Sound Remuneration Policies under the AIFMD’, dated 3 July 2013 (‘ESMA Guidelines’), specify these requirements in detail.

 

Aim and standards

HEP-KVG’s remuneration policy, in line with the above requirements, is designed to prevent false incentives, particularly those for employees who decide about taking risks. The remuneration policy at HEP-KVG is intended to favour sound and effective risk management, not to encourage risk-taking and to avoid conflicts of interest (Directive 2011/61/EU Annex II no. 1(a) and (b)). To this end, HEP-KVG has implemented remuneration guidelines, excerpts of which are published in this document.

 

Scope

The remuneration policy applies to all employees of HEP-KVG who are categorised as ‘identified employees’ (see below).

The requirements placed on our remuneration policy also apply to employees whose work is outsourced and has a material impact on the risk profile of the AIFs managed by HEP-KVG.

 

Identified employees

‘Identified employees’ refers to HEP-KVG employees who have a material impact on the HEP-KVG risk profile or on AIFs HEP-KVG manages and who fall into one of the following categories:

  • managers and executive and non-executive members of the governing body of HEP-KVG
  • risk-takers and employees with control functions
  • employees receiving total remuneration that takes them into the same remuneration bracket as executives and risk-takers whose activities have a material impact on the HEP-KVG risk profile or the risk profiles of the AIFs that it manages
  • other risk-takers such as staff members whose professional activities – either individually or collectively, as members of a group (e.g. a unit or part of a department) – can exert material influence on the HEP-KVG risk profile or on an AIF it manages, including persons capable of entering into contracts/positions and taking decisions that materially affect the risk positions of HEP-KVG or of an AIF it manages; such staff can include, for instance, sales persons

 

HEP-KVG executives assess in each situation which areas of the company and which HEP-KVG employees, apart from the Management Board, are affected by this remuneration policy and record the results in writing. The corresponding list is reviewed if prompted by arising circumstances, though no less than once per year, and amended as appropriate.

 

Proportionality principle

In general

The requirements placed on our remuneration system, and particularly our process for disbursing variable remuneration, are subject to the principle of proportionality. Based on the proportionality principle, there may be special criteria for identified employees when it comes to variable remuneration structures at an AIF management company. These special criteria may include size, internal organisation and the nature, scope and complexity of their activities. This enables flexibility when designing the remuneration system and when coming up with a variable remuneration structure.

 

Disapplication of individual requirements for the payout process

The HEP-KVG remuneration policy provides for disapplying some of the requirements of the remuneration system based on the principle of proportionality. The appropriateness of this disapplication is rationalised as follows:

 

HEP-KVG criteria

HEP-KVG applies the principle of proportionality in accordance with ESMA Guidelines no. 23 et seq. In particular, HEP-KVG applies remuneration principles and standards in accordance with the following criteria laid out in ESMA Guidelines no. 29:

  • The internal organisation of HEP-KVG and the AIFs it manages is not complex.
  • The AIFs that HEP-KVG manages have investments at different stages in the renewable energy sector (specifically in photovoltaics) to ensure a reasonable investor return commensurate with the risk investors take. Business activity is largely standardised and characterised by a low degree of complexity.
  • HEP-KVG manages portfolios and risk, though does not perform any secondary activities requiring more complex organisational processes.

 

It does not manage any complex investments of systemic importance to HEP-KVG and the AIFs it manages, unlike with selected aspects of trade and investment in securities, for example.

 

Remuneration policy

In general

All HEP-KVG employees (identified or not) receive competitive, fixed salaries and, in certain circumstances, special, fixed payments that are made in addition to their salary and are subject to regular review. Employees may also receive variable, performance-related remuneration. The identified employees’ fixed salaries and variable remuneration, if paid, are proportional to each other and the percentage of fixed salary to overall remuneration is high enough so that variable remuneration can also be withheld entirely. The HEP-KVG remuneration policy is regularly reviewed to see whether remuneration is appropriate for effective risk management and the business strategy, goals, values and interests of HEP-KVG, the AIFs it manages and the investors in those AIFs. Remuneration rules are not allowed to foster conflicts of interests.

 

Variable remuneration

Variable remuneration consists of additional payments or benefits that are determined based on performance criteria or, in certain cases, other contractual criteria.

 

Calculating entitlement and amount of variable remuneration

The amount of variable remuneration is usually determined based on an individual performance evaluation that considers the performance of an individual employee and his or her department or the AIF concerned as well as HEP-KVG’s overall performance. Variable remuneration is only guaranteed in exceptional cases where a new employee is recruited and, in such cases, is limited to the first year of employment. Performance evaluations are conducted in consideration of these principles:

  • The evaluation period must be at least one year and should – where possible – look back at the last three years so that long-term performance can be evaluated.
  • Individual performance must be evaluated using financial and non-financial criteria.
  • Employees with control functions cannot be evaluated based on the performance of the areas under their control.

 

Performance should be evaluated by superiors as part of an annual employee performance review and the results should be written down on the employee evaluation form.

 

Payout of variable remuneration

Owing to its small size, the non-complexity of its internal organisation and the nature, scope and complexity of its activities, and particularly due to the illiquidity of its assets, HEP-KVG assumes that its payment of partly variable remuneration results in a very small risk of creating incentives for decisions that could have a negative impact on the interests of the individual AIFs and their investors. Accordingly, the following principles apply to the payout of variable remuneration:

  • Forty per cent of variable remuneration is deferred for identified employees. The portion of variable remuneration that is not deferred can be paid out at the end of the evaluation period. The deferred amount is divided and paid out pro rata over a deferral period of three years, though the first payout must wait at least one year following the end of the evaluation period.

 

Identified employees are not entitled to the deferred portion of their variable remuneration during the deferral period. Instead, they are entitled to a proper assessment of the relevant payout amount.

  • Identified employees may lose their entitlement to variable remuneration from previous financial years in the following situations:
  • where there is evidence of misbehaviour or serious error by the staff member (e.g. breach of code of conduct, if any, and other internal rules, especially concerning risks)
  • where one or more AIFs and/or HEP-KVG and/or the business unit subsequently suffers a significant worsening of its financial situation
  • where one or more AIFs and/or HEP-KVG and/or the business unit in which the identified employee works experiences a significant failure of risk management
  • For this reason, HEP-KVG assesses during the deferral period and at the end of the deferral period, and in either case before a deferred amount of variable remuneration is paid out, whether one of these situations has occurred and adjusts the variable remuneration, including the non-deferred amount, to any amount down to ‘zero’ (ex-post risk adjustment). This adjustment is made effective using malus or clawback arrangements.
  • Owing to its small size, the non-complexity of its internal organisation and the nature, small scope and low complexity of its activities, HEP-KVG disapplies the following requirements for the payout process in accordance with ESMA Guidelines no. 26 to 28:
  • payment of variable remuneration in instruments
  • application of a retention period

 

HEP-KVG documents the process for awarding variable remuneration and archives this documentation.

  • Identified employees may not take out insurance against financial loss resulting from malus or clawback arrangements.
     

 

Payments when a contract is cancelled prematurely

Arrangements for payments connected to the premature termination of a contract relate to the services rendered before that contract is terminated prematurely, and these payments are structured in a way that does not reward failure.

 


Pensions

  • Rules concerning fixed as well as variable discretionary pension benefits must align with the business strategy, goals, values and interests of HEP-KVG, the AIFs it manages and the investors in those AIFs.
  • Discretionary pension benefits are paid out on retirement, though only after a waiting period of five years.
  • If discretionary pension benefits are vested as part of variable remuneration, they are subject to performance assessment and an ex-post risk adjustment before payout, in accordance with the rules for paying out variable remuneration.

 

Remuneration committee

 

The ESMA Guidelines allow us to forgo establishing a remuneration committee based on the principle of proportionality. HEP-KVG utilises this option. A review is conducted annually to see if it is necessary to establish a remuneration committee based on the thresholds defined in the Guidelines and other factors such as HEP-KVG’s internal organisation, nature and scope and the complexity of its activities. Company executives evaluate this review.

 

Adoption of and compliance with the remuneration policy

 

HEP-KVG adopts its remuneration policy by having these remuneration guidelines approved and signed by the HEP-KVG Supervisory Board on behalf of the HEP-KVG Management Board and by the HEP-KVG Management Board on behalf of other identified employees.

 

The Supervisory Board reviews the appropriateness of the remuneration policy every year based on the HEP-KVG goals set out in its strategies, and documents this review in writing in the minutes of the Supervisory Board meeting.

 

There is a compliance review at least once per year to determine whether the remuneration policy defined in the remuneration guidelines has been followed. The results of this review are recorded in a compliance report.