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Responsible investing

By maintaining a focus on responsible investing, we are able to better manage potential risks in our portfolio. In turn, this approach enables us to generate greater value for our investors.

ESG considerations

We are responsible owners and we believe that understanding the operational aspects of a business in addition to its financial profile allows us to manage risk effectively and generate value. We take an active role in the operations of our investments, working in partnership with management to solve problems together and realise opportunities through both board representation and active professional support.

Environmental, social and governance (“ESG”) considerations play an important part in the running of the firm, in our investment decisions and our management of the portfolio companies. We believe that ESG issues can affect the performance of our investment portfolio and, as fiduciaries, we recognise that aligning ourselves with a broad set of responsible principles relating to ESG will better align ourselves and our investors with the broader objectives of society.

In 2012, we made a substantial change in fully formalising our approach to all aspects of ESG. At this point we launched our first ESG Policy & Principles, and whilst we are not a formal signatory to the UN Principles for Responsible Investment, the principles form the basis of our ESG Policy & Principles. In addition, we have a Responsible Investing Committee that meets each quarter to review the ESG reporting from the portfolio companies and to discuss any opportunities and/or incidents arising during the quarter.

In order to further promote best practice in ESG across our portfolio, we held our inaugural ESG forum in 2014, where representatives from each portfolio company met over two days to share approaches, insights and commence collaboration on high-value projects where they share common opportunities. We held our second portfolio company ESG forum in 2016, which had a particular focus on cyber security.

Disclosure & transparency

UK Guidelines for Disclosure and Transparency in Private Equity

In 2007 the British Private Equity & Venture Capital Association (“BVCA”) and a group of leading private equity firms commissioned Sir David Walker to enquire into the adequacy of transparency and disclosure of information by members of the BVCA. Following extensive consultation, the Guidelines for Disclosure and Transparency in Private Equity ("the Guidelines") were published in November 2007 and adopted by the BVCA.

TDR Capital shares the view that the private equity industry should work to provide a better understanding of its function and its contribution to overall economic performance, in terms of employment, productivity, investment and growth.

TDR Capital is a member of the BVCA and is committed to conform with the Guidelines on a comply or explain basis. Set out below and elsewhere on this website is the information which the Guidelines suggest be made available in relation to private equity management firms. TDR Capital works with its portfolio companies to seek to promote conformity with the provisions of the Guidelines.

History and investment approach

TDR Capital was established in 2002 by Manjit Dale and Stephen Robertson. TDR Capital manages funds that principally make mid-market, control buyout investments in or with significant operations in Europe, generally with an enterprise value of €300 million to €1.5 billion. TDR Capital's average hold period for portfolio companies is in excess of three years.

Our investment strategy is encapsulated in one clear objective: to deliver superior risk-adjusted returns. To achieve this, we focus on three core principles:

  • Pursuing independent, thematic and long-term origination
  • Transforming undermanaged, underinvested and unloved businesses
  • Having a rigorous focus on capital preservation

Further information on our investment approach may be found in What we do.

Please see Our portfolio for examples of our investments.

Management of TDR Capital

TDR Capital LLP has overall responsibility for the management of the TDR Capital funds. Each of the Partners, Operating Partners and senior Investment Professionals are members of TDR Capital LLP. Overall management of TDR Capital LLP is in the hands of the board of the LLP, which is comprised of the Partners.

Decisions in relation to portfolio companies of TDR Capital’s funds are made by the Partners of the firm. The firm currently has ten partners, whose details may be found in Who we are.

TDR Capital LLP is authorised and regulated by the Financial Conduct Authority (“FCA”). TDR Capital does not have any offices outside the UK.

Investors

TDR Capital primarily manages three private equity funds: TDR Capital II, TDR Capital II Holdings and TDR Capital III. These funds were raised in 2006, 2016 and 2013, respectively. The investors (“limited partners”) in the funds primarily comprise a wide range of institutional investors that are familiar with investing in private equity funds. The TDR Capital team is also an investor in the TDR Capital funds.

A breakdown of the limited partners (excluding the TDR team) in the TDR Capital funds by geography is split as follows:

A breakdown of the limited partners (excluding the TDR team) in the TDR Capital funds by type is split as follows:

Further information may be found in Investor relations.

Conflicts of interest

TDR Capital has sought to structure itself to avoid potential conflicts of interest. Our primary business is the management of our related private equity funds and the portfolio companies within these funds. The firm does not have any separate corporate advisory or other related areas of business.

To the extent that any conflicts of interest do arise in relation to the affairs of the firm, we have established procedures to identify and manage and, where required, disclose these conflicts of interest. In addition to the firm's own internal conflict procedures, the funds which the firm manages each have their own advisory committee composed of representatives of the investors to whom conflicts of interest can be addressed.

Commitment to the UK Stewardship Code

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, firms are required to include on their website a disclosure about the nature of their commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code.

TDR Capital generally supports the objectives that underlie the Code, but, as the Code has been designed principally for institutional investors that hold minority positions in public companies, the relevant principles are not always applicable to TDR Capital and, as such, we have chosen not to commit formally to the Code. TDR Capital generally takes controlling positions in private businesses and as such generally puts in place monitoring and stewardship arrangements that far exceed those available to institutional investors in public companies.

Where TDR Capital-controlled funds hold a non-control position, we will generally only do so if we also hold a board seat or where we are able to put in place arrangements that allow us to monitor our position comprehensively.

Charity

TDR Capital supports a number of charities both financially and through the contribution of the time and expertise of our team. In addition, significant contributions are made by individual team members to charities of their choice.

Visit our What we do page for more information.

Modern Slavery Act 2015

Slavery and human trafficking statement made pursuant to Section 54 of the Modern Slavery Act 2015 (“MSA”)

1. Introduction

TDR Capital LLP (“TDR”) is committed to acting as a responsible business, employer and investor. This includes seeking to ensure that slavery and human trafficking are not taking place in any part of our business or supply chain; and seeking to ensure that the companies in which we invest are similarly committed to ensuring that slavery and human trafficking are not taking place in any part of their businesses or supply chains.
This statement is intended to provide details of the steps we have taken as a business during the last financial year towards ensuring that slavery and human trafficking are not taking place in our organisation or in our supply chains.

2. Overview of TDR’s business and supply chain

TDR is a private equity fund manager which manages investment funds focussed on the European mid-market. TDR was founded in 2002 and has a team of 30 professionals based out of a single London office. TDR currently manages investment funds with over €6 billion of committed capital across three main buyout funds.

The businesses in which TDR managed funds invest are primarily based in Europe but may have operations elsewhere in the world. The majority of the businesses in which TDR managed funds invest fall within the threshold requirements for reporting under the MSA.

As a private equity fund manager, TDR’s supply chain comprises predominantly business and professional advisers.

3. TDR’s relevant principles and policies

In 2012 we launched our formal environmental, social and governance (“ESG”) policy and principles which are based on the UN Principles for Responsible Investing. Our ESG principles help form the basis of how we work, approach investments and manage our portfolio companies and they include undertakings to:

• seek to ensure compliance with laws and regulations including anti-corruption, social laws on workforce management and fair working practices with respect to human rights;
• incorporate ESG factors in due diligence, informing our decision on whether to invest in a business;
• seek to measure, report and improve on ESG issues and performance in portfolio companies.

Before we invest in a new business as part of our diligence we seek to identify key ESG factors relating to the business including reviewing the businesses approach to slavery and human trafficking issues. Where we identify material ESG weaknesses, we will seek to put in place a plan to be implemented immediately after our investment to strengthen our portfolio companies approach to ESG issues.

ESG risk factors, including the approach to human trafficking and slavery issues, are actively monitored at portfolio company level by the board who in turn are required to report to TDR as shareholders of the business.

4. TDR’s approach to MSA and related issues

In relation to TDR’s own business, we have reviewed our material suppliers (as an initial benchmark we have considered those with an annual spend of £50k or more) and assessed whether we consider there to be particular risks of slavery or human trafficking in relation to any of these suppliers.

Broadly speaking our material suppliers in the last 12 months fall into the following categories: business and professional advisers (approx. 30%), travel and other investment related expenses (approx. 30%), Recruitment and HR costs (approx. 10%), IT/technology (5%), cleaning and property related services (approx. 5%) and various others (approx. 20%).

The business and professional advisers with whom we work are generally large international professional service providers with substantial offices or operations in the UK who are themselves subject to MSA. We do not consider that our relationships with these professional or business advisers give rise to material risks in this area. Our travel and other investment related expenses typically relate to business travel and accommodation, generally with the supplier being international airlines or hotels. We do not consider that our relationship with these suppliers give rise to material risks in respect of MSA. Given the nature of the services provided by our recruitment and HR providers we do not consider that our supply relationships in these areas give rise to material risk in respect of MSA.

We believe that, given the nature of the service providers, our relationship with IT, cleaning and property service providers could give rise to risks in respect of MSA. To seek to manage this risk we engage such suppliers on long term on-going arrangements and use suppliers whom we consider to be reputable in the industry and we are now specifically looking to all material regular suppliers in these areas to confirm that their own business activities do not involve slavery or human trafficking.

In order to continue to monitor our own supply chain we have developed a MSA questionnaire designed to assess a company’s maturity of approach to managing the risks associated with modern slavery and a series of legal due diligence questions for use pre-investment as part of the diligence process.

We have also engaged with our portfolio companies to ensure that they have adequate policies in place to seek to identify MSA issues and have, where appropriate, shared our approach on MSA issues with them to help them formulate their own procedures.

We are developing specific policy wording in relation to the risks of modern slavery and human trafficking to include in our existing ESG policies and we will review existing and new contract terms with material suppliers whom we consider to have particular risks of slavery or human trafficking to ensure they address the requirements of MSA. As part of our on-going monitoring we will also consider adopting targeted training for members of staff who manage key supplier relationships.

This statement is made in accordance with section 54(1) of the MSA and constitutes TDR Capital LLP’s slavery and human trafficking statement for the financial year ending 31 March 2016. It has been approved by the Partners of TDR Capital LLP.