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 the design and execution of PSPIB’s strategy meaning that the Company is able to assess 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 trust earned from 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.
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. These are some of the ways that this applies in practice:
- 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 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 on a regular basis which provides an opportunity for the Directors to act on feedback received. The Directors now have more than 60 months of data from the engagement surveys which has driven changes to the wellness and benefits package offered to employees. To recognise hard work and commitment, time off to focus on wellbeing and to recharge is a permanent addition to the calendar. The Company also provides employees with access to programmes focusing on mental health and lifestyle guidance and support.
The Directors also embrace PSPIB’s principles of seeking to integrate material sustainability-related factors into the Company’s investment activities throughout the investment lifecycle to enhance long-term value, mitigate risks, and capture opportunities across public and private markets.
The Company strives to act on material risks and investment opportunities linked to climate change’s physical impacts and the low-carbon transition through our investment strategy, risk management and active ownership practices. PSPIB’s climate strategy reflects our long-term horizon and private investment capabilities. We use PSPIB’s Green Asset Taxonomy, an internal classification system, to guide our climate measurement and management approach to monitor our exposure to assets that are green, transition or carbon-intensive, as defined in PSPIB’s Taxonomy methodology. For information about PSPIB’s sustainable investing, please refer to https://www.investpsp.com/en/psp/investing-responsibly. PSPIB’s climate strategy is closely tracked by the Directors.
PSPIB’s Corporate Governance & Proxy Voting Principles ("Principles") outlines our core principles to invest sustainably for long-term value creation, which includes the concept of governance and accountability by upholding the division of rights and responsibilities among shareholders, boards of directors, and management as fundamental to good governance and sustainable value creation. The Principles allows us to outline our expectations to the directors and officers of companies in which we invest on how we are likely to vote on matters put to the shareholders; and to communicate our views on important financial and sustainability matters that boards are dealing with in the normal course of business.
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 €1.9bn in one new investment and the existing portfolio. Additionally, more than €2.8bn was returned from the portfolio 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 is published on behalf of PSP Investments Holding Europe Ltd. Publication of this statement is regarded as complying with Section 426B of the Companies Act 2006 in the United Kingdom for the year ended 31 March 2025