The manager should make available to the vehicle, non-executive officers, investor representatives and investors, in a timely manner, all relevant information and reports.
During the life of a vehicle the manager provides information (including reports) relevant to the vehicle, in order to enable investors to understand the performance of the vehicle and its compliance with the vehicle strategy, and to be satisfied that it meets the objectives established in the business plan. See section 5 of the Corporate Governance Assessment tool. Investors and non-executive officers need to be in a position to, for example:
- assess the performance of the vehicle against given targets, such as relative benchmarks;
- understand the progress compared to the business plan and forecasts;
- understand the risks in a vehicle and how they are being managed;
- satisfy themselves as to compliance with the vehicle's constitutional terms and applicable laws and regulations without imposing any obligation on investors themselves to monitor compliance);
- understand the extent and nature of investments and divestments and the consequent funding of transactions;
- understand the fees payable to the manager and the vehicle expenses charged directly.
The manager should respond in a timely and transparent manner to all reasonable questions and enquiries raised by non-executive officers, investor representatives and investors. Material events, such as a change in key personnel, should be reported to investors immediately.
The manager should have regard to INREV Guidelines on property valuations.
During the life of the vehicle the manager will provide investors, investor representatives and non-executive officers with property valuations. Investors would expect external property valuers to be independent. In order to ensure that valuations are adequately monitored, and that the interests of investors are protected, the rotation of external valuers upon the expiry of their mandates is encouraged, and the fees paid to external valuers should be structured in such a way as not to compromise the independence of valuations. See section 5 of the Corporate Governance Assessment tool.
The manager should report to investors on the extent of compliance with INREV corporate governance principles and guidelines including any circumstances in which best practice is not followed and the explanation as to why this is so.
The constitutional terms of a vehicle should set out the use of side letters, which should be disclosed to all investors.
We recognise that there may be circumstances in which different investors will have different arrangements with a vehicle. For example, larger investors may receive a discount on fees payable to the manager. The manager should set out how side letters and similar individual investor agreements will be dealt with. The manager should disclose the terms of such side letters, while recognising that certain investors may request anonymity in such matters. See section 5 of the Corporate Governance Assessment tool.
AIFMD specific requirement: In case of an externally managed AIF, the AIFM is responsible for compliance with the transparency requirements of the AIFMD.
Guidelines of conduct as a non-executive officer or investor representative
Non-executive officers or investor representatives should be satisfied that procedures are in place to ensure that investors are in receipt of information prepared by the manager.
Throughout the life of the vehicle, the manager is under an obligation to ensure that all relevant information and reports are made available to investors, investor representatives and non-executive officers, in a timely, proper and comprehensive manner, so as to inform investors, investor representatives and non-executive officers on matters such as strategy, achievement of targets and the progress and performance of the vehicle. Non-executive officers and investor representatives have a role in seeing that the manager meets these obligations.
Guidelines of conduct as an investor
Investors should feed back to the manager their precise information requirements, and whether they are being satisfied by the vehicle.
This should help ensure that the vehicle's reporting is managed as efficiently as possible.