Governance & compliance

The Company's approach to corporate governance

Apax Partners LLP ('Apax Partners') is the holding partnership for the worldwide Apax partnership and is the lead investment adviser to the most recent Apax Funds. In the UK, it is regulated by the Financial Conduct Authority (FCA).

Apax Partners is committed to maintaining the highest business standards consistently across all of its offices. Although the firm is only subject to formal registration and regulation in some of the markets in which it operates, it is nonetheless governed on a global basis and applies the same business principles and compliance procedures to all of its operations. As such, Apax Partners has consistently sought to lead good practice in corporate governance and transparency within the private equity sector.

The business of Apax Partners is operated and managed through a small number of committees whose respective terms of reference clearly define responsibilities and accountability.

Executive Committee

The Executive Committee is responsible for the day-to-day management of Apax Partners worldwide. It meets on a monthly basis to discuss matters of strategic importance for the global organisation. It is also responsible for setting standards on remuneration and recruitment and oversees the governance of the firm in each of the countries in which it operates.

Andrew Sillitoe  London 

Andrew Sillitoe is co-CEO of Apax Partners and a Partner in the Tech & Telco team. Andrew is also a member of the Executive, Investment, Approval, Portfolio Review and Exit Committees.  He has been based in London since joining the firm in 1998 and has focused on the technology & telecommunications sectors in that time.  Andrew has been involved in a number of deals, including Orange, TIVIT, TDC, Intelsat and Inmarsat.

Prior to joining Apax Partners, Andrew was a consultant at LEK where he advised clients on acquisitions in a number of sectors.

Andrew holds an MA in Politics, Philosophy and Economics from Oxford and an MBA from INSEAD.

   

Andrew Sillitoe

Mitch Truwit  New York 

Mitch Truwit is co-CEO of Apax Partners and a Partner in the Services team. He is also a member of the Executive Committee and a Trustee of the Apax Foundation.   

Prior to joining Apax Partners in 2006, Mitch was the President and CEO of Orbitz Worldwide, a subsidiary of Travelport, between 2005 and 2006 and was the Executive Vice President and Chief Operating Officer of priceline.com between 2001 and 2005. 

Mitch is a graduate of Vassar College where he received a BA in Political Science. He also has an MBA from Harvard Business School. 

He serves as a Board member of Garda World Security Corporation, Bankrate, Advantage Sales & Marketing, Trader Corp and Dealer.com. 

Mitch is the Chairman of Street Squash, a Harlem-based urban youth enrichment program and is an honorary member of the Special Olympics of CT, an organisation providing year-round sports training and athletic competition for children and adults with intellectual disabilities. Mitch was previously a member of PEC, an organisation established to provide information about the private equity industry.

   

Mitch Truwit

 

Sub-committees

Below the Executive Committee are a further four sub-committees that oversee the investment process from initial idea through due diligence and throughout the life of the investment to its eventual exit. At every stage in the process, the investment is subject to a rigorous process of scrutiny by these committees.

Approval Committee

ChairNico Hansen

Terms of referenceSource of guidance to deal teams. Approval of deal expense budgets. Provision of advice to Investment Committee.

Investment Committee

ChairAndrew Sillitoe

Terms of referenceProvide investment recommendations to the investment manager.

Portfolio Review Committee

ChairNico Hansen

Terms of referenceReview of progress of portfolio company compared to 100 Day Plan. Forum for discussion of likely ongoing funding requirements and for exit opportunities. Recommendation of management changes to the deal team.

Exit Committee

ChairAndrew Sillitoe

Terms of referenceReviews exit options for specific portfolio companies.

Fund advisory boards

As well as the internal corporate governance bodies, Funds advised by Apax Partners have a well-established structure of external advisory boards. Each of the Funds advised by Apax Partners has a Board of Advisers, or Limited Partner Advisory Committee (LPAC). Representatives of Apax Funds' Investors are invited to become members of the Board. The LPAC has a formal terms of reference and the agenda is set by the Chairperson who is typically a representative of an Investor.

The Board of Advisers meets twice a year and is consulted by the Investment Advisor and General Partner on certain of the affairs and operations of the Funds, in particular, issues relating to conflicts of interest and review of the valuations at which investments are carried in the notes to the accounts.

Debt

Apax Funds are managed with zero leverage. At the portfolio company level, average leverage at June 2013 was 3.9x EBITDA.

Compliance

The Executive Committee has ultimate responsibility for the oversight of compliance at Apax Partners and it delegates this function on a day-to-day basis to the Compliance Department. The Compliance Department is responsible for developing the Global Business Standards ("GBS"), training all staff globally on the GBS and monitoring compliance against the GBS. The Compliance Department carries out compliance inspections and reports any significant findings to the Executive Committee. The Pillar 3 disclosure for Apax Partners Europe Managers Ltd (APEM) can be found here: Click here to read.

The Stewardship Code

Background

The Stewardship Code (the “Code”) was published in July 2010 and is maintained by the Financial Reporting Council (FRC). The Code sets out best practice for institutional investors when investing in UK listed companies and applies on a “comply or explain” basis. The Code aims to enhance the quality of engagement between institutional investors and companies thereby improving long term returns to shareholders and ensure appropriate exercise of governance responsibilities by investors.

Apax Partners (“Apax”) supports the aims of the Code and is committed to ensuring appropriate engagement with an investee company (“Company”) whether or not the Company is quoted. The funds advised by Apax (“Apax Funds”) are long term investors with the aim of building robust and sustainable businesses. Apax works with management to release the full potential of such businesses through insight and patient long term investment.

About Apax

Apax is an independent global private equity firm. Apax Funds typically invest across four growth sectors: Consumer, Healthcare, Services and Tech & Telco. Apax Funds predominantly invest in private Companies with a value of between €1bn and €5bn.  Investments in publicly traded Companies are limited to circumstances such as: (1) Public to Privates (P2Ps), in which the Company will be delisted, and (2) Private Investment in Public Equity (PIPEs), usually to provide a publicly traded Company with capital for acquisitions.  Private Companies might go public in IPOs, in which case Apax Funds typically maintain a stake post-IPO for a certain amount of time.

The Apax Funds commit capital on behalf of a diverse range of investors, which include public and private pension funds, insurance firms, university endowments and other financial institutions. The Apax Funds buy both majority and minority stakes in large Companies that have strong, established market positions and the potential to expand.

Principle 1 – Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities

Monitoring

Apax is an active investor and works to create a long-term relationship with the Boards of Companies. All Companies are monitored on an ongoing basis but the level of monitoring depends on the size and nature of the investment. Apax seeks representation on the Board of Companies, (e.g. through non-executive roles) and has frequent interaction with the Board.

Intervention

Apax works closely with the Board of a Company to ensure that the appropriate management team is in place in order to protect the value of an investment and to operate in the best interests of the underlying investors in the Apax Funds. Apax would intervene if it felt that the Board was not acting in the long-term interests of the shareholders.

Internal arrangements

The principles of stewardship are embedded in Apax’s investment approach and implemented by the investment professionals responsible for a Company. We consider that the principles of stewardship and its aims are already well aligned with the way in which Apax engages with its Companies.

UK Corporate Governance Code

Apax strongly supports the aims and principles of the UK Corporate Governance Code and the governance of Companies is something that is reviewed in detail during due diligence. A Company with a weak governance structure or a governance structure that deviates significantly from best practice would be very unlikely to be considered for the Apax Funds.

Principle 2 – Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed

Apax operates a conflict of interest policy as part of its Global Business Standards (GBS) and this policy includes conflicts of interest relating to stewardship. The conflict of interest policy is made available to investors in the Apax Funds.

Principle 3 – Institutional investors should monitor their investee companies

Our monitoring involves holding regular meetings with the Board. The extent of Apax’s monitoring depends on the size and nature of the investment. See also our response to Principle 1.

Principle 4 – Institutional Shareholders should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value

See our response to Principle 1.

Principle 5 – Institutional investors should be willing to act collectively with other investors where appropriate

Apax works collectively with other investors where this is relevant. As a large private equity firm, Apax usually takes a majority stake in Companies and may be the sole investor. Where Apax takes a minority stake we will usually act collaboratively with other investors.

Principle 6 – A clear policy on voting and disclosure of voting activity

Apax exercises its voting rights to enhance the stewardship of a Company. Apax may use proxy voting if unable to attend in person but does not generally appoint third party proxies.  Proxies are typically given to Apax representatives with clear instructions on how to vote.  Voting activity is not usually disclosed as we do not believe that the benefits to our investors warrant public disclosure.

Apax does not lend stock or recall lent stock.

Principle 7 – Institutional investors should report periodically on their stewardship and voting activities

This document sets out how Apax discharges its stewardship responsibilities and is publicly available on our website. Apax provides investors with the information that is agreed with them at the time they make their investment and this does not usually include specific information on voting for each Company.

Apax does not obtain an independent audit opinion on its engagement and voting processes with regard to the standards set out in AAF 01/06 and SAS 70/SSAE-16. 

Contact

For further information regarding the Code please contact Sarah Rajani, Director of Communications at sarah.rajani@apax.com.
 

October 2012
(Updated to include the new Stewardship Code that came into effect from 1 October 2012)