Section 172(1) of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard for the interest of the Company’s employees and other stakeholders, including delivering an investment portfolio that is resilient and well positioned to support obligations under the Plans (as defined below).
The Company is wholly owned by PSPIB which is a Canadian Crown Corporation established by the Public Sector Pension Investment Board Act in 1999 (the “PSPIB Act”). PSPIB is one of Canada’s largest pension investors and invests the amounts transferred to it by the Government of Canada for the funding of benefits earned from April 1, 2000 by members of the public sector pension plans of the federal Public Service, the Canadian Forces (Regular Force), the Royal Canadian Mounted Police and, since March 1, 2007, the Canadian Forces (Reserve Force) (collectively, the “Plans”). In accordance with the PSPIB Act, PSPIB’s statutory mandate is to:
- manage amounts that are transferred to it under Acts of Parliament in the best interests of the contributors and beneficiaries under those Acts; and
- invest its assets with a view to achieving a maximum rate of return, without undue risk of loss, having regard to the funding, policies and requirements of the Plans and the ability of those Plans to meet their financial obligations.
For more information on PSPIB’s investment governance structure, please see its latest Annual Report which can be found at https://www.investpsp.com/en/investment-performance/.
The Company is incorporated in and managed from the UK and acts as a regional investment platform to acquire a diversified portfolio of European private market direct investments, including Real Estate, Private Equity, Natural Resources, and Infrastructure. The Company invests in line with PSPIB’s long-term investment mandate referred to above and all investments and recommendations must be made in compliance with PSPIB’s applicable policies and approval processes. As such, Directors of the Company are involved in implementing and executing investment activities within PSPIB’s approved strategy and governance framework, thereby enabling the Company to address PSPIB’s needs.
Further, the Directors consider what is most likely to promote the success of the Company in the long term and to achieve coordinated excellence across the organisation, with the aim of delivering superior risk-adjusted returns, appropriately manage funding risk and execute in a manner that is consistent with the interests of stakeholders.
The Directors are guided by a solid framework for decision-making through PSPIB’s Code of Conduct (the “Code”) which is publicly available at https://www.investpsp.com/en/psp/governance/. The Code clearly outlines expectations for business practices and behaviour related to:
- Behaving Appropriately and Respectfully;
- Obeying the Letter and Spirit of the Law;
- Protecting PSP’s Assets and Information; and
- Managing Conflicts of Interest.
These are some of the ways that that the Code’s business practices and behaviours are applied:
- the Company engages with suppliers to meet reasonable payment terms and holds regular relationship meetings with key suppliers to understand their needs as well as to provide a mechanism for obtaining feedback;
- the Company ensures that the investment management and advisory services it provides are aligned with PSPIB’s mandate and performed by individuals with the appropriate experience and skill; and
- the framework mentioned above ensures that acting fairly between all stakeholders of the Company is a central pillar of decision-making.
The Directors are required to complete training on and certification of compliance with the Code annually. The first principle requires that the Directors communicate and interact with others in a respectful manner, and to ensure that our workplace remains, safe, inclusive and free of discrimination, violence and harassment.
The Directors are aware that employees are central to the success of the Company. Accordingly, employees are encouraged to have, and to be accountable for, their career development plan which is a core part of the annual HR process. The development plan encompasses both business and personal development needs which may be addressed through further qualifications, training or opportunities within the business. Employees are also encouraged to complete a “Your Voice” employee engagement survey which provides an opportunity for the Directors to act on feedback received. The Directors now have several years of data from the engagement surveys which has, among other things, driven changes to the wellness and benefits package offered to employees. The Company also provides employees with access to programmes focusing on mental health, lifestyle guidance and support. These arrangements reflect a combination of local Company initiatives and participation in relevant PSPIB group‑wide people, engagement and wellbeing programmes.
The Directors have regard to the long‑term consequences of the Company’s activities, in particular the long‑term performance and resilience of the investment portfolio, associated financial and reputational risks, and sustainability‑related matters, in line with the Company’s role as a wholly‑owned subsidiary of PSPIB. Consistent with the disclosures in the Company’s climate‑related financial information, the Company does not maintain a standalone sustainability or climate strategy, nor does it set climate‑related targets or metrics at a local level. Instead, the Company’s approach reflects the application of PSPIB’s group‑level governance, policies and processes, as relevant to the Company’s investment activities.
Through PSPIB’s sustainable investment approach, PSPIB seeks to integrate material sustainability‑related factors, including climate‑related risks and opportunities, into investment decision‑making across the investment lifecycle, with the objective of supporting long‑term value creation, portfolio resilience and effective risk management. The Directors remain informed of PSPIB’s evolving approach to sustainability‑related matters and consider this oversight to be appropriate given that sustainability governance and investment stewardship are established and managed at PSPIB group level.
The Directors also note that PSPIB’s Corporate Governance & Proxy Voting Principles set out the group’s expectations regarding governance, accountability and sustainable value creation, including how PSPIB exercises active ownership and voting rights on material financial and sustainability matters. These principles provide the basis on which sustainability considerations are embedded within PSPIB’s investment activities, which the Company relies upon rather than duplicating at an entity‑specific level. Further information on PSPIB’s sustainable investing can be found at https://www.investpsp.com/en/psp/investing-responsibly/.
The principal activity of the Company relates to sourcing, holding and managing investments which is where the Directors made their key decisions. During the year, the Company invested €0.5bn in one new investment and the existing portfolio. Additionally, more than €2.6bn was returned from the portfolio to the Company in the year. The Company is investing to contribute to the long-term sustainability of the Plans to ensure that decisions over portfolio construction reflect this long-term investment horizon.
This section 172(1) statement forms part of the Company’s strategic report for the year ended 31 March 2026. In accordance with section 426B of the Companies Act 2006, it is available on a website maintained on behalf of the Company at https://www.investpsp.com/en/ and will remain available until replaced by a subsequent year’s statement.