High Yield Stewardship Report - Investment managers - Baillie Gifford

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High Yield Stewardship Report - Investment managers - Baillie Gifford
1

High Yield
Stewardship
Report
Summary of our Stewardship
Activities 2020

                       Investment managers
High Yield Stewardship Report - Investment managers - Baillie Gifford
Risk Factors
The views expressed in this article are those of the Credit Team and should not be considered as
advice or a recommendation to buy, sell or hold a particular investment. They reflect personal
opinion and should not be taken as statements of fact nor should any reliance be placed on them
when making investment decisions.
This communication was produced and approved in May 2021 and has not been updated
subsequently. It represents views held at the time of writing and may not reflect current thinking.

Potential for Profit and Loss

All investment strategies have the potential for profit and loss, your or your clients’ capital may be
at risk. Past performance is not a guide to future returns.

Stock Examples

Any stock examples and images used in this article are not intended to represent recommendations
to buy or sell, neither is it implied that they will prove profitable in the future. It is not known
whether they will feature in any future portfolio produced by us. Any individual examples will
represent only a small part of the overall portfolio and are inserted purely to help illustrate our
investment style.
This article contains information on investments which does not constitute independent research.
Accordingly, it is not subject to the protections afforded to independent research and Baillie Gifford
and its staff may have dealt in the investments concerned.

All information is sourced from Baillie Gifford & Co and is current unless otherwise stated.
The images used in this document are for illustrative purposes only.

CM15704 High Yield Report 0621
Ref: 52817 IND AR 0837
High Yield Stewardship Report - Investment managers - Baillie Gifford
Contents                                                       01

           Contents
           Introduction   Our Approach to   Stewardship
                          Stewardship       and our High
                                            Yield Investment
                                            Process
           02             04                05

           Investment     Portfolio          Engagement
           Decisions      Governance         Highlights
                          and Sustainability
                          Scoring
           08             12                13

           Summary

           19
High Yield Stewardship Report - Investment managers - Baillie Gifford
02
High Yield Stewardship Report - Investment managers - Baillie Gifford
Introduction                                                                       03

Introduction
At Baillie Gifford, we know our clients want us to achieve strong investment
returns and, understandably, they also care about the impact their capital
deployment can have on society and the environment. Being stewards of our
clients’ capital is an important role and therefore Baillie Gifford’s actions
must reflect our shared values and beliefs.
In a high yield bond context, integrating governance and sustainability
(G&S) in the investment process in a clear and thoughtful way is the key
to good stewardship. This is in addition to the broader responsibilities that
come with managing significant sums of money.
Companies that issue bonds in the high yield market are less creditworthy
than their investment grade rated peers. When investing in this market, the
risk of default and permanent loss of capital is material. We believe there is a
strong alignment between good G&S practices and achieving, over the long
run, the best possible investment returns. G&S considerations are, therefore,
embedded in our research, company engagement and decision-making.
This report focuses on how we fulfil our stewardship responsibilities for
high yield portfolios, firstly by explaining our approach to stewardship and
secondly by following up with examples of our stewardship activities over
the course of 2020.
High Yield Stewardship Report - Investment managers - Baillie Gifford
04   Our Approach to Stewardship

                                   Our Approach
                                   to Stewardship
                                   Our approach to stewardship is based on a set of key beliefs. We believe that, as
                                   high yield investors with an objective to focus on returns, it is important for us to
                                   consider all the potential opportunities and risks associated with a company, before
                                   and after investing.

                                   It is not sufficient to consider stewardship matters only after an investment is made.
                                   Alongside a company’s durable competitive position and an appropriate capital
                                   structure, we see good governance and a sustainable approach as key components in
                                   assessing an issuer’s fundamental resilience. Our approach aims to incorporate all
                                   factors that are material and relevant to the return potential and risk profile of each
                                   investment. We believe that companies with strong fundamentals will prove to be
                                   more robust through economic, industry and market cycles.

                                   We also believe that our stewardship approach, through strong G&S practices, will
                                   benefit clients, companies, the economy and society as a whole over the long term.

                                                                                              G&S FACTORS ARE
                                       G&S FACTORS ARE                                        INTRINSINCALLY
                                       A COMPONENT                                            LONG TERM, LIKE OUR
                                       OF RESILIENCE                                          INVESTMENT HORISON

                                                                  G&S ANALYSIS
                                                                  ENHANCES RISK
                                                                  CONTROL AND
                                                                  IDENTIFIES
                                                                  OPPORTUNITIES
High Yield Stewardship Report - Investment managers - Baillie Gifford
Stewardship and our High Yield                                                                                                               05
Investment Process

                                 Stewardship and
                                 our High Yield
                                 Investment Process
                                 Bespoke Research and Analysis
                                 We seek to invest in the bonds of resilient businesses whose idiosyncratic characteristics contribute
                                 to the return potential of a high yield portfolio and add to the diversity of risks within it. We believe
                                 that, over the long term, an issuer’s fundamental resilience will be reflected in the performance
                                 of its bonds. To ensure our research is targeted appropriately, our first step is to narrow the field
                                 of potential investments, focusing on identifying issuers whose fundamental characteristics score
                                 highly when judged on these three factors. This is our resilience filter. We view resilience as a
                                 combination of:

                                                1                                   2                                   3
                                         A durable                      Good governance and                      An appropriate
                                     competitve position               a sustainable approach                   capital structure

                                 G&S topics are intertwined with these resilience factors and must be considered as part of the
                                 investment process. Each investment in high yield bonds, new and existing, is analysed from a
                                 G&S perspective. We do not use an exclusion list, instead we incorporate material issues into
                                 our proprietary in-house research. To ensure consistency of that research, we take our cue from
                                 the Sustainability Accounting Standards Board (SASB) Materiality Map. This is a thought map
                                 that flags up, by sector, sustainability issues which could potentially have a financial impact on a
                                 company’s operations.

                                 We engage with companies when we require additional information to assess the risks and
                                 opportunities. The emphasis we place on G&S factors varies depending on the company’s sector,
                                 region, strength of financial position and debt maturity profile. So, while product quality and
                                 safety may be a concern for some companies, weak leadership and governance could expose a
                                 business to the risk of regulatory backlash and increased reputational damage in, for example, the
                                 telecommunication services industry.

                                 Evaluating risk is at the heart of what we do. A G&S risk factor needs to be treated like any other –
                                 something for which investors should be well compensated. To invest in a company with elevated
                                 G&S risk we require a strong resilience score from other investment criteria in order to give us
                                 confidence that the company will continue to perform well. There may be times when a G&S risk
                                 factor outweighs all others. Our approach is nuanced and flexible, reflecting the fact that there is no
                                 straightforward response to such risks.
High Yield Stewardship Report - Investment managers - Baillie Gifford
06   Stewardship and our High Yield
     Investment Process

     Governance and Sustainability Framework
     Our process centres on being conscious of the most relevant or significant
     G&S factors relating to a company, and includes this analysis in our
     decision-making process.

     Scoring levels              Governance and Sustainability
                                 scoring justifications

     2                           Materially positive characteristic(s)

     1                           Management willing to engage
                                 Good disclosure available on material risk factors

     0                           A material issue is identified
                                 Limited disclosure avaiable on material risk factors
                                 Management refuse to engage

                                 A holding can still be justified if:
                                 Improvements are planned or in progress
                                 Investors are appropriately rewarded for the risk

     If a company has a high score on G&S factors, this may increase our
     enthusiasm for an investment. Where we identify the likelihood of
     improvement in governance or sustainability areas, we may take a more
     positive decision than a static analysis or current score would suggest.
     Conversely, new investments may be dismissed, and current positions sold,
     if we have a fundamental concern on a G&S issue. When G&S factors weigh
     against a potential investment, we will possibly hold a smaller position size
     than we otherwise might, or may demand a higher risk premium for our
     clients. These factors can also result in the decision not to invest. Scoring is
     an iterative process, requiring ongoing monitoring and review. The examples
     which follow demonstrate that scores can, and do, change over time.
High Yield Stewardship Report - Investment managers - Baillie Gifford
07

Decision Making
Our framework of analysis and decision-making allows us to
take a long-term, forward-looking perspective on the quality of
individual businesses. We believe this is a comprehensive way to
add value through bond selection. In the high yield bond market,
it is important to prioritise pessimism over optimism given that
the asymmetry of returns does not work in bond investors’ favour.
The capped upside return, together with a worst-case scenario of
suffering a large capital loss, means risk considerations should
be prioritised over returns. Over the life of a high yield bond,
investors will be repaid in most instances, but may suffer a default
on occasion.

Having the confidence to invest in this market requires
a clear set of objective criteria against which to evaluate
potential investments and a time horizon long enough to allow
fundamentals to assert themselves over fluctuating market
sentiment. We have introduced the clear scoring matrix shown
earlier to ensure that G&S factors are an important part of the
decision-making process.

To enhance our G&S analysis, we have two dedicated G&S
specialists who are supported by a well-resourced team. These
specialists monitor and conduct collaborative research on
individual issuers, identifying specific G&S risk factors, and thus
help form our overall investment view.

Engagement
Our approach to G&S as bond holders is based on engagement
and dialogue. Given the contractual nature of our relationship
with issuers, we understand that our ability to influence differs
from other asset classes. However, issuers of debt do take on
board our comments and recommendations. Where high yield
investments are also held in Baillie Gifford equity portfolios, we
have an additional opportunity to support, and/or take advantage
of the stewardship activities of our colleagues.

Milestones and Monitoring
Enhanced G&S oversight encourages a deeper, broader discussion
which supports the identification of early warning signals that
may eventually translate into the issuer’s prospects. It is often
useful to set specific G&S monitoring milestones for companies
to ensure that they make progress over time towards achieving the
expected performance improvements identified in our analysis.
High Yield Stewardship Report - Investment managers - Baillie Gifford
08   Investment Decisions

     Investment Decisions
     Scoring levels         Governance and Sustainability                               SASB Issue Categories
                            scoring justifications
                                                                                        Environment       Greenhouse Gas (GHG)
     2                      Materially positive characteristic(s)                                         Emissions; Air Quality;
                                                                                                          Energy Management;
                                                                                                          Water & Wastewater
                                                                                                          Management; Waste
                            G&S Discussion                                                                & Hazardous Materials
                                                                                                          Management
     SNF                    SNF, the world’s largest producer of polyacrylamides,
     Chemicals              has a robust competitive position in its niche water-       Social Capital    Human Rights &
                            soluble polymers market, with strong market share                             Community Relations
                            and evidence of good bargaining power. SNF’s water-         Human Capital     Employee Health & Safety
                            soluble polymers are used in a wide range of water
                                                                                        Business Model    Product Design & Lifecycle
                            treatment activities including drinking and wastewater      & Innovation      Management
                            management and in industries such as oil and gas, pulp/
                            paper, and agriculture. SNF is committed to delivering a    Leadership &      Management of the Legal
                                                                                        Governance        & Regulatory Environment;
                            positive impact through its innovative chemical products,                     Critical Incident Risk
                            and continues to be a crucial player in helping to reduce                     Management
                            water usage and improve access to clean water.

                            Through its ESG reporting, SNF demonstrates an
                                                                                        Investment decision                     ADD
                            awareness of financially material G&S risks and, during
                            our engagement, displayed both willingness and ability      We provided new capital to SNF as we view
                            to manage these risks. For example, disclosure on           the credit quality to be higher than its peer
                                                                                        group, making the valuation opportunity
                            remuneration is weak and we believe that the lack of        compelling. Our conviction was strengthened
                            independence on the board poses a potential threat to       by SNF’s commitment to long-term value
                            the strength of SNF’s governance structure. However,        creation through sustainable delivery.
                            the successful transition of the CEO and chairperson
                            role from the founder does provide reassurance that
                            the interests of the board (and founder) are aligned with
                            broader stakeholders and the board remains dedicated
                            to driving the business forward.

                            We will continue to monitor SNF’s board composition,
                            health and safety track record, and imperfect
                            disclosures. However, financially material risks for SNF
                            are significantly skewed towards sustainably delivering
                            the company’s impactful products. While it is important
                            to continue monitoring the board composition and
                            imperfect disclosures, these factors do not materially
                            threaten SNF’s ability to deliver products. For this
                            reason, following further analysis, we increased SNF’s
                            G&S score from 1 to 2 to reflect the materially positive
                            impact derived from its products.
09

Scoring levels   Governance and Sustainability                               SASB Issue Categories
                 scoring justifications
                                                                             Environment      GHG Emissions;
1                Management willing to engage, good disclosure                                Air Quality; Energy
                 available on material risk factors                                           Management; Water &
                                                                                              Wastewater Management;
                                                                                              Waste & Hazardous
                 G&S Discussion                                                               Materials Management
Canpack          Canpack is a Poland-based manufacturer of aluminium         Social Capital   Product Quality & Safety
Containers       cans. This segment of the packaging industry is
                 expected to grow in developed markets as rising             Human Capital
and Packaging
                 sustainability concerns, changing consumer preferences      Business Model   Product Design &
                 and lightweight/flexible properties cause aluminium to      & Innovation     Lifecycle Management
                 displace glass and plastic alternatives. Aluminium will     Leadership &
                 play an important part in the circular economy given        Governance
                 products can be recycled continuously in a cost-efficient
                 manner without loss of quality.

                 Our G&S score was hampered due to limited                   Investment decision                   BUY
                 transparency and best-practice governance. Canpack          Canpack is well-positioned to deliver
                 is ultimately owned by its founder, who also sits on the    sustainable expansion. However, its score
                                                                             is held back by governance and some legal
                 supervisory board, which is thereby limited on being        disputes, limiting our position size.
                 able to offer independent oversight. There is an ongoing
                 tax investigation by the Polish tax authorities and
                 outstanding litigation against former senior employees.
                 Positively, Canpack’s CEO leads the Sustainability
                 Committee which focuses on setting sustainability
                 strategy, reviewing ESG performance, and promoting
                 Canpack’s corporate responsibility pillars: Care,
                 Sustain and Recycle. Canpack demonstrates effective
                 management of key G&S risks, such as greenhouse gas
                 emissions and energy management, through disclosure
                 within its sustainability report.
10   Investment Decisions

     Scoring levels         Governance and Sustainability                                SASB Issue Categories
                            scoring justifications
                                                                                         Environment       Air Quality; Water &
     1                      Management willing to engage, good disclosure available on                     Wastewater Management
                            material risk factors
                                                                                         Social Capital

                            G&S Discussion                                               Human Capital

     Enviva                 Enviva is the world’s largest producer of wood               Business Model    Product Design & Lifecycle
     Biofuels               pellets, shipping its products from the US to Europe         & Innovation      Management; Supply
                                                                                                           Chain Management
                            and Asia, where they are used to generate heat and
                            electricity. Our investment case was supported by            Leadership &      Management of the Legal
                            the belief that Enviva’s business can reduce reliance        Governance        & Regulatory Environment;
                                                                                                           Critical Incident Risk
                            on fossil fuels and support the transition to a lower                          Management
                            carbon economy. However, further analysis indicated
                            that potential regulation relating to the sustainable
                            sourcing of biomass could negatively impact Enviva
                            and undermine the company’s ability to sustainably
                                                                                         Investment decision                 REDUCE
                            procure wood to support its long-term growth                 Our initial investment case did not fully
                            strategy. We have concerns about the impact on               capture the financial materiality of these
                                                                                         climate risks. As a result, we reduced our
                            biodiversity from sourcing wood through primary non-         holdings in Enviva.
                            certified forests; although we are confident that Enviva
                            is actively managing and minimising its impact.

                            We will continue to engage with Enviva to encourage
                            greater utilisation of sustainably sourced wood as well
                            as its use of efficient biomass technology. By doing so,
                            Enviva’s growth strategy should prove more resilient,
                            protecting the forests it relies on and reducing the risk
                            of financial impact from increased regulation.
11

Scoring levels   Governance and Sustainability                               SASB Issue Categories
                 scoring justifications
                                                                             Environment      GHG Emissions;
0                A material issue is identified                                               Air Quality; Water &
                 Limited disclosure avaiable on material risk factors                         Wastewater Management;
                                                                                              Ecological Impacts

                 G&S Discussion                                              Social Capital   Human Rights &
                                                                                              Community Relations
Callon           Callon Petroleum is a Houston-based oil and gas
Petroleum        exploration and production company with a 70 per            Human Capital    Employee Health & Safety
Oil & Gas        cent weighting to the production of oil. Given oil is       Business Model   Business Model Resilience
Exploration      more carbon-intensive than gas production, Callon           & Innovation
and              Petroleum would be an extremely carbon-intensive
                                                                             Leadership &     Business Ethics;
Production       holding. Gas flared was recklessly high at 16 per           Governance       Management of the Legal
                 cent of production in 2018 and this showed disregard                         & Regulatory Environment;
                 for the impacts on climate change. Our analysis                              Critical Incident Risk
                                                                                              Management
                 highlighted concerns from a social perspective
                 due to limited disclosure on safety metrics which
                 restricted our assessment of G&S risks. In addition,
                 we identified issues relating to the effectiveness of the   Investment decision               DISMISS
                 board and excessive management remuneration.                We seek to lend to energy companies that
                                                                             are prioritising sustainability and carbon
                                                                             efficiency within their production processes
                                                                             which was not evident with Callon Petroleum.
12   Portfolio Governance
     and Sustainability Scoring

     Portfolio Governance
     and Sustainability Scoring
     HIGH                                                                                                     ACCEPTABLE
                                                                                  G&S score
               SVENSKA                                                                                                JAMES HARDIE
               HANDELSBANKEN
                                                            G&S score
                                                                                      0
               — Swedish
                                                                   0                 1%                                   — Global building
                                                                                                                            materials company
                                                                  1%
                 bank with
                 demonstrable                                               G&S                                           — Leader in innovative
                                                                            score               G&S
                 success in local                                                               score                       products improving
                 relationship banking                                          1                 2                          building durability and
                                                                              6%                                            functionality
               — De-centralised                                                                 10%
                 business model is                                                                                        — Laggard in
                 unique and fosters
                                                                           Acceptable    High                               sustainability disclosure
                                                                            Resilience Resilience
                 best-in-class risk                                                                                         may hinder ability to
                                                                               4%         13%                               capture customer
                 management
                                                                                                                            sustainability trends
               — Excellent
                 management                              G&S                                            G&S
                                                         score                                          score
                 culture and
                 commitment                               1                         Medium
                                                                                   Resilience             1
                 to long-term                            38%                         83%                44%
                 business success

     How We Score Resilience                                                                                    MEDIUM
                                                                                                                      MARKS AND SPENCER
      DURABLE COMPETITIVE
           POSITION             0          1       2                                                                      — Long history as major
                                                                                                                            clothing and food
                                                                                                                            retailer in the UK
     GOOD GOVERNANCE AND
     SUSTAINABLE APPROACH       0          1       2
                                                                                                                          — Strong competitive
                                                                  G&S Score                                                 position and improving
      APPROPRIATE CAPITAL                                        (Outer circle)                                             online proposition
          STRUCTURE             0          1       2              G&S Score
                                                                  2 = Strong                                              — Increased focus on
                                                                   1 = Good                                                 supply chain mapping
       RESILIENCE SCORE                                                                                                     and management of
        (INNER CIRCLE)
                            ACCEPTABLE   MEDIUM   HIGH
                                                                   0 = Weak
                                                                                                                            environmental impact

     As at 31 December 2020. Excludes cash, Totals may not sum due to rounding. Excludes cash. Totals may not sum due to rounding.

     The chart above offers a view of the portfolio, first split by                     of our high resilience holdings have a G&S score of 1 (good).
     our holdings’ resilience score in the centre, and then further                     Again, this makes sense, as our strategy aims to invest in
     split by the G&S score around the outside. Three scores,                           underappreciated resilience. Many of these holdings may
     2, 1 and 0 are highlighted around the chart. Our analysis                          achieve a higher G&S score over time, as we monitor the
     indicates only a small number of our holdings have a G&S                           fundamentals. We rate only a small minority of our holdings
     score of 2 – and they all currently have an overall score of                       as 0 (weak) for G&S. We invest in companies scoring 0 for
     high resilience. Intuitively this makes sense, as one would                        G&S in the expectation of either material improvement, or
     expect a strong focus on stewardship to result in industry                         because we expect these holdings to be a likely source of
     leading market positions and financial health. The majority                        funds, if other investment factors are not met.
Engagement Highlights                                                                                                                       13

Engagement Highlights
The Credit Team is responsible for analysing and, where practicable, engaging with the boards
and management of companies we lend to, using a thorough and ongoing monitoring process,
supported by our G&S Team. We have had many interesting engagements with companies on
matters relating to governance, sustainability, and environmental impacts. These have helped to
inform our investment views and we look forward to building on this over the course of 2021
and beyond. Below is a selection of the conversations we have been having.

Sealed Air                                                                                      G&S Score        2

Sealed Air is a global manufacturer of packaging solutions that minimise food waste,
maximise food safety and protect goods shipped around the world. Food care accounts
                                                                                                SASB Issue Categories
for 60 per cent of sales, with product care making up the remaining 40 per cent. Sealed
Air operates in 48 countries, with distribution to 123 countries. During our research, we       Environment      GHG Emission
found it difficult to quantify the transition risk to non-plastic packaging as governments
                                                                                                                 Air Quality
in various geographies were beginning to clamp down on the use of plastic. We engaged
with the company to better understand how it was managing this transition and how                                Energy Management
it expected to see this risk evolve. Through our engagement, we came to understand                               Water & Wastewater
that Sealed Air works closely with associations, government bodies, and regulatory                               Management
organisations to enhance the sustainability of plastics and stay ahead of upcoming                               Waste & Hazardous
regulation. EU regulation is focused on circularity, thereby prioritising the recovery of                        Materials Management
materials and putting them back into the network and not adding to the current waste
problem. Sealed Air expects future plastic taxes to be based on weight of finished              Social Capital   Product Quality & Safety
solution, so it is focusing on delivering fully recoverable lightweight solutions. It has set   Human Capital
a 2025 goal for 100 per cent of its products to be recyclable or recoverable.
                                                                                                Business Model Product Design &
                                                                                                & Innovation   Lifecycle Management
We will monitor Sealed Air’s progress against these targets as we believe achieving
them will ensure minimal financial impact from increased regulation. Sealed Air faces                            Supply Chain
a potential tax burden if taxation is based on recycled content rather than weight, so we                        Management
will continue to monitor developments in the regulatory environment closely. Sealed             Leadership &
Air’s recent investment in Plastic Energy, a leader in chemical recovery for end-of-            Governance
life plastic waste, is a sign of its commitment to the circular economy. Management
demonstrated passion and commitment for continuing the development of sustainable
packaging solutions in line with all relevant environmental regulations, thereby further
increasing our conviction in this business.
14   Engagement Highlights

     Darling Ingredients                                                                          G&S Score        1

     Darling Ingredients is a meat rendering business with increasing exposure to biofuel
     and renewable diesel. Rendering destroys pathogens that could be harmful to humans,
                                                                                                  SASB Issue Categories
     and it releases five-times less carbon into the atmosphere than other methods of
     disposing of animal waste. While this is a company that has diversification and              Environment      GHG Emissions
     sustainability at its core, we had some concerns regarding ESG disclosure, leading us
                                                                                                                   Energy Management
     to engage with management. In our engagement, we emphasised the importance of
     increased disclosure on G&S metrics and full disclosure on carbon emission, given                             Water & Wastewater
                                                                                                                   Management
     the nature of the business. Additionally, we voiced concerns about the company’s high
     health and safety incidents when compared to competitors.                                    Social Capital   Product Quality & Safety

     Following our initial engagement, management invited us to give feedback on a new ESG        Human Capital    Employee Health & Safety
     factsheet. Darling provided transparent scope 3 data that showed significant disclosure      Business Model Supply Chain
     improvements. However, we encouraged management to include clear reduction targets           & Innovation   Management
     in future reporting. Management took on board our apprehension towards the lack of                            Materials Sourcing &
     sustainability reporting regarding the company’s biofuel and renewable diesel business.                       Efficiency
     We were also reassured to see health and safety training rolled out further and becoming a
     focus for the management team. Demonstrating its commitment, the board has introduced        Leadership &
                                                                                                  Governance
     health and safety as a metric within executive pay.

     Both of our engagements with Darling helped us to understand which G&S risks it
     is treating as a priority. We will monitor the company’s progress towards releasing
     carbon reduction targets and also hope to see a continued reduction in health and safety
     incidents. Additionally, we are monitoring how Darling implements its new Supplier
     Code of Conduct and how it will engage with the supply chain around areas such as the
     environment, as well as labour and human rights standards. While there is still progress
     to be made, we do believe the company is on a positive trajectory in these areas and
     that there is an opportunity for us to continue to work with management in support of
     efforts to operate a sustainable business.
15

Digi Communications                                                                          G&S Score        0

Digi Communications is a leading broadband, pay-TV and mobile services provider
in Romania, and continues to invest significant capital in the country’s infrastructure,
                                                                                             SASB Issue Categories
driving socioeconomic empowerment and enabling people in economically
disadvantaged areas to connect and communicate. The company has an outstanding               Environment      Energy Management
competitive position in Romania and has strong growth potential as it expands in Europe.
                                                                                             Social Capital   Customer Privacy
Digi Communications has a history of suspected bribery and corruption which                                   Data Security
raised concerns for the strength of its governance structures. Its reputation was not
                                                                                             Human Capital
significantly impacted by the controversies, as evidenced by customers remaining
loyal to the business. Through our analysis, we did not believe its controversial            Business Model Materials Sourcing
past was financially material, however, in line with our stewardship principles, we          & Innovation   & Efficiency
expect companies to act as responsible corporate citizens and adhere to the laws and
                                                                                             Leadership &     Competitive Behaviour
regulations that govern them. Therefore, we engaged with Digi Communications                 Governance
to challenge management on internal policies, gaining reassurance that there are                              Systemic Risk
                                                                                                              Management
appropriate structures in place to minimise the likelihood of significant controversies
arising in the future. With the help of third-party consultants, Digi Communications has
implemented and/or amended various policies on code of conduct, whistleblowing, and
conflict of interest, as well as anti-corruption, and anti-money laundering procedures. It
has pushed out firmwide education on these matters.

Following our engagements, we identified milestones that would help monitor Digi
Communications’ governance and ensure there is no regulatory backlash or reputational
damage from breaches of data privacy or internal governance programmes. We will
continue to test our belief that the impact of business ethics penalties proves immaterial
based on current market practices. We assigned the company a G&S score of zero,
leading to a below-average position size. However, we feel confident that it is on an
improving trajectory and we will monitor this closely.
16   Engagement Highlights

     © Francis Vachon / Alamy Stock Photo.

     Netflix                                                                                  G&S Score        1

     As long-term bondholders of Netflix, we have witnessed its growth from a modest online
     DVD company to one of the world’s largest streaming services. We consider Netflix’s
                                                                                            SASB Issue Categories
     continued move into international markets as a positive diversifier, thereby further
     protecting its long-term growth.                                                       Environment   Energy Management

     Together with our equity colleagues, we engaged with Netflix to discuss its corporate    Social Capital   Customer Privacy
     governance structures. Netflix has a unique corporate governance structure which                          Data Security
     doesn’t conform to industry ‘best practices’. In recent years, Netflix has shunned
                                                                                              Human Capital    Employee Engagement,
     shareholders’ requests for changes to the company’s governance provisions and                             Diversity & Inclusion
     shareholder rights. It has not been obliged to action any of the proposals and its
     governance structure has remained constant.                                              Business Model
                                                                                              & Innovation
     Our engagement helped to give us confidence that the company’s governance is             Leadership &     Competitive Behaviour
     pragmatic and supportive of its long-term strategy. We feel comfortable that Netflix’s   Governance
     board has the required skills and experience to continue to deliver its strategy in a
     thoughtful and deliberately different manner. Consistent with our equity colleagues,
     we believe Netflix has a differentiated business model and has demonstrated a strong
     long-term focus which warrants our trust and support. We will continue to monitor its
     governance practices and encourage timely evolution which is appropriate for the age,
     stage and operating environment of the business.
17

Travis Perkins                                                                                   G&S Score        1

Travis Perkins is the leading UK builders’ merchant for home improvements, and a key
product supplier to the building and construction market. The group’s main activities are
                                                                                                 SASB Issue Categories
the distribution and sale of a wide range of general building materials, timber, plumbing
and heating products, as well as tool hire to professional builders, contractors, and the        Environment      Energy Management
general public. We consider Travis Perkins to be a resilient business and are encouraged
by its strategic vision ‘to deliver best-in-class service to trade customers’. Our G&S           Social Capital   Data Security
analysis identified that the company’s supply chain has limited visibility, and also noted       Human Capital    Labour Practices
an incident of forced labour in the UK. We engaged with management to understand the                              Employee Engagement
company’s approach to G&S and discuss the key risks to which we believe the business                              Diversity & Inclusion
is exposed. Over the course of the engagement, it became clear that sustainability is one
of Travis Perkins’ top five priorities in its strategic restructure. Sustainability has gained   Business Model Product Design &
traction within the organisation over the past 12 months, with increased interest from           & Innovation   Lifecycle Management
customers, investors, employees, management, and the board.                                      Leadership &
                                                                                                 Governance
Travis Parkins articulated the challenges and responses to the integration of diversity and
inclusion, and enhancing supply chain mapping, emphasising that there is a long way to
go, but with the current buy-in from all stakeholders, it is making meaningful progress
on these issues. Travis Perkins operates in an industry that has not demonstrated a strong
commitment to sustainability and lacks diversity. Travis Perkins is ambitious in its goals
and is determined to not only be industry-leading but to also drive the industry towards
positive change. Management show commitment and demonstrate an understanding
of the significance of ESG risks, encouraging the rollout of initiatives such as net-zero
carbon targets and supply chain mapping.

Through our continued monitoring, we will have visibility of Travis Perkins’ expanding
supply chain mapping, thus allowing us to monitor its responsible sourcing strategy and
progress in contributing to the circular economy. The engagement helped to increase our
understanding of Travis Perkins’ sustainability strategy, and we subsequently increased
our conviction in the business.
18
Summary                                                                        19

Summary
Governance and sustainability issues have long influenced Baillie Gifford’s
thinking on investments. As a firm, it is something that adds to our
competitive edge and our reputation as responsible stewards of capital.

Evaluating risk is at the heart of what the Credit Team does. Over many
years, the team has integrated G&S risk and opportunity analysis into our
investment cases. The team believes that weighting good governance and a
sustainable approach equally with the durability of a company’s competitive
position and the appropriateness of its capital structure helps to identify
resilient businesses that should provide our clients with attractive returns
through economic, industry and market cycles.
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