ANTIN // 2021 Universal Registration Document
RISK FACTORS
Risk management and internal control systems
The core compliance rules relate to the rules of good conduct and the rules applicable to each employee of Antin in the context of personal account transactions. The CCO is responsible for carrying out reviews to ensure that the ethical principles of putting Fund Investors’ interests first and complying with market rules are applied. The core elements of the compliance manual and the Code of Ethics cover: 3 the handl ing and use of confidential and privi leged information; 3 conflicts of interest; 3 personal account dealing; 3 rules, invitations and other benefits offered to employees; 3 anti-bribery and corruption policy; 3 anti-money laundering and anti-terrorist financing measures; and 3 insider dealing and market abuse. Specific measures dealing with conflicts of interests include arrangements put in place to: 3 identify potential conflicts of interest situations; 3 manage or mitigate conflicts of interest situations;
3 record the resolutions taken to achieve conflict management; and 3 provide the required transparency to Fund Investors of the conflict resolution. All employees have an ongoing responsibility to remain alert to the potential for conflicts of interest and to ensure that any such conflicts are appropriately reported. As a general principle, Antin and its employees are required to act in the best interests of Antin’s Fund Investors. Where Antin or an affiliated company has an interest, arrangement or relationship which may be considered likely to influence any exercise of discretion by Antin in the course of dealings or other services for or on behalf of an investor in a manner which is material to the investor, Antin is required to disregard that interest, arrangement or relationship when exercising that discretion. Where a conflict of interest arises in circumstances where Antin’s arrangements, for managing conflicts are insufficient to ensure with reasonable confidence the prevention of risks of damage to an investor’s interests, Antin discloses such risks to Fund Investors having discussed them typically initially with the respective Fund Investors Committee (the “ Investors Committee ”). Disclosure is treated as a measure of last resort. their decisions are of an advisory nature only. The Investors Committee may be consulted in relation to conflicts of interest situations, asset valuation methodology amendments and any other matters specifically cited in the Antin Fund agreements. Antin’s teams seek to manage the risk associated with investments into the Antin Fund’s target markets initially through pursuing a highly disciplined investment process (for example, the Portfolio Review Committee meetings enable group-wide discussions of portfolio companies), in an effort to ensure that only investments which meet the Antin Funds strict investment criteria are completed and that there is significant comfort on the mitigating factors available for all material identified risks. The fund administration team records the accounting entries in the books of the relevant Antin Fund to ensure that valuations are accurately recorded. Valuations are then reported to Fund Investors via the quarterly investor report. As an additional measure and in line with Antin’s wish to provide Fund Investors with a high level of objectivity and transparency regarding its portfolio valuations, Antin currently engages Duff & Phelps to produce its independent valuation of its portfolio companies. Duff & Phelps is an independent valuation advisory firm. The result of their work is an estimated range of fair value for each portfolio company and is published in Antin’s investor report on an annual basis, against which Antin valuations can be compared. Valuation framework The assets and liabilities of an Antin Fund are valued by Antin in its reasonable discretion or by an external valuer in accordance with each fund’s governing documents and valuation policy.
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3.5.3 Risk management at the level of the Antin Funds The Portfolio Review Committee, composed of the Managing Partners, Senior Partners and Partners, reviews and challenges the key performance indicators (“ KPIs ”) highlighted in the investment thesis, the financials update, covenants headroom analysis, actions planned for next quarter, valuation calculation and status of the value creation planning framework. The combination of these efforts enables Antin to closely monitor the portfolio companies and track their performance relative to the Antin Fund’s return targets.
In addition to the Portfolio Review Committees, meetings with the Antin Funds’ Investors Committees are organised. The Investors Committees are constituted of representatives from the Fund Investors invited by Antin to become members and 3.5.3.1 Independent Antin Fund valuation Antin has implemented controls such that any valuation of fund assets is performed impartially with due skill, care and diligence. The teams in charge of monitoring each portfolio company (the “ Investment Teams ”) prepare ‘recommended valuations’ for each portfolio company. These valuations are validated on a quarterly basis by the relevant Senior Partner and Partner in charge, reviewed, challenged and formally validated and recorded in the Portfolio Review Committee minutes and signed off by the Managing Partners. 30 June and 31 December internal valuations are subject to external audit (undertaken by a large international accounting firm, currently Deloitte), after which audited valuations are released. An audit may be requested for a 31 March or 30 September valuation should a material event occur that would likely have a significant impact on the valuation. In any event, the 31 March and 30 September valuations are always communicated to the funds’ auditors for information purposes. The Investment Committees of AIP SAS and AIP UK have ultimate responsibility for controlling the valuation process and computation.
85 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021
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