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Poltrona Frau Group and TATA announce...

Poltrona Frau Group and TATA announce the signature of a Joint Venture Agreement for Indian market

27 September 2007

A significant partnership for the development of business in India

Milan, 27th September 2007 – Poltrona Frau Group and TATA Sons Limited (through its subsidiary Ewart Investments Limited) announce the signature of a Joint Venture Agreement for the creation of an equal partnership also related to industrial activity, that will act as the exclusive vehicle in India for the development of the Poltrona Frau Group brands. The Joint Venture will pursue the introduction and development of high-end design furniture all over India.

Poltrona Frau Group is an international leader in the high-end sector of the furniture market with four renowned brands, Poltrona Frau, Cassina, Cappellini and Alias, and other important brands such as Gebrüder Thonet Vienna, Gufram and Nemo.

TATA group is one of India's largest and most respected business conglomerates, with revenues in 2006-07 of 28.8 billion USD and a market capitalisation of 60.5 billion USD (as on September 20, 2007). The group has 28 publicly listed enterprises - among them stand out names such as Tata Steel, Tata Consultancy Services and Tata Motors - and has operations in more than 85 countries.

The Joint Venture will cover two main areas:

(1) The partners have shared their intention for selling Poltrona Frau Group products in Mumbai and in Delhi in primary locations that will provide adequate visibility to the various Group brands, with the goal to improve the direct relationships with both the final clients and the most influential interior designers and architects (as a key activity to improve the knowledge and awareness of design furniture in India);

(2) With the key support of TATA Sons, the Joint Venture shall maximise opportunities to participate in real estate development initiatives in India with the exclusive products created by the world leader in luxury furniture. This activity will cover projects in: (i) public spaces (as new constructions and/or current restructurings of hotels, multiplexes, theatres and auditoriums, airports - and in particular their VIP lounges), (ii) private housing and corporate and public offices in various sectors, and (iii) seating business (among others, for first and business classes of airlines and the interiors of private jets).

In addition, alongside the scope of the Joint Venture Agreement, Poltrona Frau has also agreed to make available its own strategic skills, expertise and resources for the purposes of setting up a new facility for a high quality leather processing, which will be located in the existing complex of TATA International Limited, in India. This is with the goal to provide Poltrona Frau Group with a high quality source for leather procurement at competitive terms.

The partners already started their cooperation on the association of Poltrona Frau and Cassina brands to one of the five stars hotels in India owned by the Indian Hotels Company Limited, owners of the Taj Group of Hotels, which is a TATA company.

The joint venture will commence the operations after receipt of all the regulatory approvals, if any, from the Governmental Authorities in India.

“After the important joint venture established with Mubadala in the United Arab Emirates, it is one of Charme’s priorities to support the international development of its portfolio companies in association with worldwide leading groups ” declares Luca di Montezemolo, Chairman of Charme Group. “Consistently, this important agreement with TATA is fully in line with such priority and has been inspired with the goal to create the highest value for our shareholders”.

“It is with the greatest satisfaction that we announce the establishment of this second venture in Asia” adds Giuliano Mosconi, CEO of Poltrona Frau Group, “India represent one of the top priority markets for the Group and this Joint Venture has been established with the most important partner on that market, that will bring very important support to the key project that we have defined together”.

“We are pleased to have entered into a partnership with the Poltrona Frau Group. Through this joint venture we intend to bring high end design and quality products from Italy to India” concludes Ratan Tata, Chairman of Tata Sons.

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Charme Capital Partners SGR S.p.A. - Registered office: Milan (Italy), Via Santa Margherita no. 4. Share Capital €1.000.000. Enrolled under number 119 with the Bank of Italy’s register of asset management companies, AIFs’ section. Tax Code and VAT number: 07140121000.

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15. Other Disclosures

Charme Capital Partners SGR S.p.A. has not adopted a Commitment Policy pursuant to article 124-quinquies of the Consolidated Law on Finance, since, even though the investment policy of the managed funds envisages the possibility of investing in listed financial instruments, as at the date of publication of this announcement, the funds themselves have no shareholdings in companies with shares listed on an Italian or other EU member state regulated market.

It will be the care of the SGR to draw up and publish a Commitment Policy if in the future the conditions occur.

CHARME CAPITAL PARTNERS LIMITED COMMITMENT TO THE UK STEWARDSHIP CODE

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, Charme Capital Partners Limited (the "Firm") is required to include on this website a disclosure about the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK equity issuers. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non compliance. We have detailed below the reasons why the firm has chosen not to commit to the Code.

The Firm pursues a strategy that involves it advising on investing in unlisted European Private Equity investments. The Code is not therefore relevant to the Firm's strategy. While the Firm generally supports the objectives that underlie the Code, the Firm has chosen not to commit to the Code.

Shareholder Rights Directive (SRD II)

SRD II aims to promote effective stewardship and long-term investment decision making, in respect of shares traded on EEA regulated markets and comparable regulated markets outside the EEA. It came into effect on 10 June 2019.

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Publish their shareholder engagement policy (or explain why they don't have one) – COBS 2.2B.5R.
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CHARME CAPITAL PARTNERS LIMITED – REMUNERATION POLICIES AND PRACTICES

1.1 Introduction

As a MIFIDPRU investment firm, we must establish, implement and maintain gender neutral remuneration policy and practices that are appropriate and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the Firm. Our remuneration policy and practices are gender neutral and do not discriminate employees on the basis of gender or other characteristics.

1.2 Governance

Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it does not have a separate Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Governing Body.

1.3 Performance period

The Firm’s performance period is from 1 January 2023 to 31 December 2023[FB2] [RK3].

The Firm has adopted a Remuneration Policy that complies with the requirements of Chapter 19G of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook.

1.4 Approach to remuneration for employees

The Firm’s remuneration approach is designed to support individual and corporate performance, encourage the sustainable long-term financial health of the business and promote sound risk management for the success of the Firm and to the benefit of its customers, counterparties and the wider market. Our remuneration approach promotes long-term value creation through transparent alignment with the agreed corporate strategy.

The Board believes the Firm’s remuneration structure is appropriate for the business and the industry it operates in and is efficient and cost-effective in delivering its long-term strategy.

Undeserved and excessive remuneration sends a negative message to all stakeholders, including the Firm’s workforce, and causes long term damage to the Firm and its reputation.

1.5 Financial incentives objectives

The objectives of the Firm’s remuneration practices are as follows:

The Firm undertakes to reward all employees fairly, regardless of job function, race, religion, colour, national origin, sex, sexual orientation, marital status, pregnancy, disability or age;
It is the policy of the Firm to operate competitive remuneration policies to attract, retain and motivate an appropriate workforce for the Firm;
The Firm is also committed to ensuring that its remuneration practices encourage high standards of personal and professional conduct, support sound risk management and do not encourage risk taking that exceeds the level of tolerated risk of the Firm, and are aligned with the Firm’s regulatory requirements;
Rewards for all staff will be aligned to financial and non-financial performance criteria and risk profile, and in all cases will be in line with the business strategy, objectives, values, culture and long-term interests of the Firm;
The Firm will not allow any unfair or unjust practices that impact on pay;
The Firm undertakes that it will not award remuneration using vehicles or methods the aim of which is to attempt to avoid application of the relevant FCA’s Remuneration Code.

The Firm uses the following financial incentives:

bonuses;
extra allowances;
salary raises;
wage incentives;
professional development opportunities;

Our financial incentives are designed to:

raise employee satisfaction;
recognise individual performance;
attract and retain talent;
encourage collaborative teamwork; and
motivate staff to achieve Firm-wide objectives.
1.6 Governance

As a SNI, the Firm is not required to establish a Remuneration Committee. Given the size, internal organisation and the nature, scope and complexity of the activities of the Firm it has not formed a Remuneration Committee. Therefore, the Remuneration policy’s supervisory function is undertaken by the Firm’s Board.

The Board is responsible for reviewing and approving remuneration, and to ensure remuneration policies across the Firm are consistent with the promotion of effective risk management. [KR5] The Board is responsible for reviewing and approving salary amendments and the Firm’s bonus pool arising from the annual compensation.

The Board meets regularly and is composed of:

Matteo Cordero di Montezemolo
Francisco G. Churtichaga
Julian Huxtable
Massimo Paolo Gentili
Luigi Sala
Tommaso Beolchini
Matteo Facoetti

1.7 Components of remuneration

The Firm makes a clear distinction between the fixed and variable remuneration.

Fixed remuneration primarily reflects a staff member’s professional experience and organisational responsibility as set out in the staff member’s job description and terms of employment; and is permanent, pre-determined, nondiscretionary, non-revocable and not dependent on performance.

Variable remuneration is based on performance and reflects the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment. In exceptional cases, variable remuneration is based on other conditions. Variable remuneration includes discretionary pension benefits.

The Firm will ensure that the fixed and variable components of an individual’s total remuneration are appropriately balanced. In determining this balance, the Firm considers the following factors:

The Firm’s business activities and associated prudential and conduct risks;
The role of the individual in the Firm;
The impact that different categories of staff have on the risk profile of the Firm or of the assets it manages;
No individual must be dependent on variable remuneration to an extent likely to encourage them to take risks outside the risk appetite of the Firm;
It may be appropriate for an individual to receive only fixed remuneration, but not only variable remuneration; and
Variable remuneration must not affect the Firm’s ability to ensure a sound capital base.

When assessing individual performance to determine the amount of variable remuneration to be paid to an individual, the Firm takes into account financial as well as non-financial criteria. Non-financial criteria should:

form a significant part of the performance assessment process;
override financial criteria, where appropriate;
include metrics on conduct, which should make up a substantial portion of the non-financial criteria; and
include how far the individual adheres to effective risk management and complies with relevant regulatory requirements.
1.8 Financial and non-financial performance criteria

The Firm must take into account both financial and non-financial criteria when assessing the individual performance of its staff. This aims not only to discourage inappropriate behaviours but also to incentivise and reward behaviour that promotes positive non-financial outcomes for the Firm.

The Firm uses the following financial performance criteria:

Overall results of the firm;
The business line results;
The individual contribution to financial performance.

The Firm uses the following non-financial performance criteria:

measures relating to building and maintaining positive relationships and outcomes with the Italian Management Company;
performance in line with firm strategy or values, for example by displaying leadership, teamwork or creativity;
adherence to the firm’s risk management and compliance policies;
diversity and inclusion.

The criteria outlined above are used for the assessment of the performance of:

THE FIRM

Financial performance criteria

Overall results of the Firm

Business line results

Non-financial performance criteria

Italian Management Company Satisfaction

INDIVIDUALS

Financial performance criteria

Individual contribution to financial results

Non-financial performance criteria

Performance in line with firm strategy or values

Adherence to the firm’s risk management and compliance policies;

1.9 Total amount of remuneration awarded

Under MIFIDPRU 8.6.8R(2), the Firm must disclose the total amount of remuneration awarded to all staff, split into:

fixed remuneration; and
variable remuneration.

Remuneration type	£
Fixed remuneration	£3,580,462
Variable remuneration	£386,773
Total amount	£ 3,967,235