GS Europe – Policy for Managing Conflicts of Interest in Connection with Investment Research

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This Policy Statement describes how the offices of Goldman Sachs in the United Kingdom and the European Union (“Goldman Sachs Europe” or “GS Europe”) identify and manage potential conflicts in connection with the publication of research. This Policy Statement summarises more detailed policies issued to relevant Goldman Sachs Europe employees and relevant employees of affiliates involved in the production of research distributed by Goldman Sachs Europe.

This Policy Statement applies to investment research as defined by and produced in accordance with Chapter 12 of the Financial Conduct Authority’s (“FCA”) Conduct of Business Sourcebook (“COBS 12”), and Article 36(1) of Delegated Regulation (EU) 2017/565 (“MiFID II Org Regulation”).

The Goldman Sachs Group, Inc. (together with its affiliates, “Goldman Sachs” or the “firm”) produces independent investment research within its Global Investment Research Division (“GIR”). All such research containing investment recommendations produced by GIR should be regarded as investment research for the purposes of COBS 12.2 and Article 36(1) of MiFID II Org Regulation. Research produced within GIR which does not contain an investment recommendation concerning specific securities, such as reports or sales commentaries produced by sales and trading personnel, should not be regarded as investment research for purposes of this Policy Statement.

Goldman Sachs International, authorised by the PRA and regulated by the FCA and the PRA, disseminates research in the following jurisdictions within the European Economic Area: the Grand Duchy of Luxembourg, Italy, the Kingdom of Belgium, the Kingdom of Denmark, the Kingdom of Norway, the Republic of Finland, and the Republic of Ireland; GSI - Succursale de Paris (Paris branch) which is authorised by the French Autorité de contrôle prudentiel et de resolution (“ACPR”) and regulated by the Autorité de contrôle prudentiel et de resolution and the Autorité des marches financiers (“AMF”) disseminates research in France; GSI - Sucursal en España (Madrid branch) authorized in Spain by the Comisión Nacional del Mercado de Valores disseminates research in the Kingdom of Spain; GSI - Sweden Bankfilial (Stockholm branch) is authorized by the SFSA as a “third country branch” in accordance with Chapter 4, Section 4 of the Swedish Securities and Market Act (Sw. lag (2007:528) om värdepappersmarknaden) disseminates research in the Kingdom of Sweden; Goldman Sachs Bank Europe SE (“GSBE”) is a credit institution incorporated in Germany and, within the Single Supervisory Mechanism, subject to direct prudential supervision by the European Central Bank and in other respects supervised by German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and Deutsche Bundesbank and disseminates research in the Federal Republic of Germany and those jurisdictions within the European Economic Area where GSI is not authorised to disseminate research and additionally, GSBE, Copenhagen Branch filial af GSBE, Tyskland, supervised by the Danish Financial Authority disseminates research in the Kingdom of Denmark; GSBE - Sucursal en España (Madrid branch) subject (to a limited extent) to local supervision by the Bank of Spain disseminates research in the Kingdom of Spain; GSBE - Succursale Italia (Milan branch) to the relevant applicable extent, subject to local supervision by the Bank of Italy (Banca d’Italia) and the Italian Companies and Exchange Commission (Commissione Nazionale per le Società e la Borsa “Consob”) disseminates research in Italy; GSBE - Succursale de Paris (Paris branch), supervised by the AMF and by the ACPR disseminates research in France; and GSBE - Sweden Bankfilial (Stockholm branch), to a limited extent, subject to local supervision by the Swedish Financial Supervisory Authority (Finansinpektionen) disseminates research in the Kingdom of Sweden.

The firm is subject to a “Global Research Settlement” entered by a United States District Court on October 31, 2003 and modified on March 15, 2010. Whilst not required to do so, the firm has applied the terms of the Global Settlement on a global basis, subject to variations in response to local market practices outside the United States. The Global Research Settlement does not apply to credit research analysts or research analysts in GIR’s Global Macro Research Group.

There are no credit analysts located in Goldman Sachs Europe offices. However, credit research is available to clients globally, and some credit analysts produce research on non-United States issuers. Credit research is produced in accordance with firm policies and procedures designed to satisfy U.S. FINRA Rule 2242.

This Policy Statement is adopted by GSI and GSBE and unless otherwise stated is consistent with the firm’s global policies.

A.  Statement of our Investment Research Principles

In 2002, GIR adopted the principles set out below:

  • GIR and our entire firmwide research effort (Goldman Sachs Research) is committed to providing the highest quality fundamental research and investment opinions to its clients.
  • We aspire to be thought leaders in our fields. We are committed to identifying and rigorously analyzing financial information, strategic issues and trends, both regionally and globally that affect companies, industries and markets and fundamental changes which may have a meaningful impact on future investment values.
  • In order to provide informed investment opinions, we must always exercise exceptional diligence and thoroughness in our work, and have a reasoned basis for our opinions, supported by the appropriate level of independent investigation, inquiry, analysis and judgment.
  • We strive for the professionalism required to create the prevailing wisdom, or where appropriate, to question it. Our stated investment opinions must always reflect the informed views of our research analysts.
  • We recognise that distinguished and independent research is critical to serving our investing and issuing clients in the equity, fixed income, currency and commodities markets worldwide.
  • We understand that special responsibilities inure to us in Goldman Sachs Research and to our firm as a result of the important roles we fill in the various global capital markets.
  • We recognise that potential conflicts, both actual and perceived, may arise both internally within our firm as well as externally from corporate and investor clients, and that it is our responsibility to acknowledge and manage those conflicts in a way that protects our clients and our reputation.
  • We understand that, individually and collectively, we are ultimately responsible for protecting the integrity of our research views and that to do otherwise would compromise the value of all that we do. Integrity, independence and trust in Goldman Sachs Research are cornerstones upon which our reputation is based.

B.  Identifying Potential Conflicts

As reflected above in the Statement of our Investment Research Principles the firm identifies and manages potential conflicts arising from the publication of research. These conflicts can arise with regard to corporate clients, investor clients, the proprietary and agency trading activities of the firm, the firm’s investment banking activities and the interests of the firm’s officers and employees. The policies summarised in sections (C) through (L) describe the way in which the firm seeks to manage these conflicts.

C.  Organisation: Supervision and Management of Analysts

In 2002, GIR became a separate division of the firm, reporting to the firm’s Executive Office. GIR Senior Managers (SMF) have responsibility for the management and oversight of the activities of the GIR division conducted through GSI. The GIR SMFs report ultimately to the head of GSI based in London and the firm’s Global Head of GIR based in New York.

A member of GSBE’s Executive Board has been appointed as responsible for GIR’s activities within GSBE, and GIR has appointed a Head of GIR GSBE who has supervisory oversight of GIR’s activities within GSBE. The Head of GIR GSBE also has a functional reporting line into the GIR Senior Managers.

Analysts are not supervised by, and do not report to, investment banking personnel or personnel who directly supervise day-to-day sales and trading activities.

1.    Segregation of Research Functions

The firm has 1) established controls designed to manage any receipt by research analysts of non-public or proprietary information from other areas of the firm, and 2) implemented procedures to prevent analysts’ independence from being compromised by any interactions that they might have with the firm’s investment bankers or Global Markets personnel.

The firm has adopted policies and procedures and conducted training of analysts, such that they may receive material non-public information only in accordance with clear wall-crossing procedures. These procedures include obtaining appropriate approvals of research management and compliance, logging and reviewing such approvals and imposing appropriate restrictions on the permitted activities of analysts concerned while the information remains non-public.

2.    Relationship with Investment Banking Division:

  • Physical and systems access is limited to personnel in those groups. Research analysts are physically separated from investment banking personnel, and neither are permitted to have access to the other areas or to their computer systems.
  • Under the Global Research Settlement, communications between the Investment Banking Division and GIR persons engaged in equity research (“GIR Persons”) are generally restricted and permitted communications between the Investment Banking Division and GIR Persons may only take place in the presence of a “chaperone” from the firm’s Compliance Department.

3.    Relationship with Global Markets Division:

  • GIR analysts are permitted physical access to the firm’s trading floor and sales and marketing groups but are not seated permanently with sales and trading desks. 
  • GIR writing analysts may not have regular access to systems, screens or reports showing either firm or client positions, and must certify internally at the time of research publication that neither the views expressed in nor timing of the publication of such research has been influenced by knowledge, if any, or firm or client position(s) in the relevant securities.

D.  Analyst Personal Views

Analysts are required to certify in each research report that i) the views expressed in the report accurately reflect their personal views about the subject company or companies and its or their securities, and ii) no part of the analyst’s remuneration was, is or will be, directly or indirectly, related to the specific recommendations or views expressed in the report.

E.  Limiting the Extent of our Analyst Involvement in Activities Other Than the Preparation of Research

Analysts interact with investing clients, providing them with informed and impartial research opinions. Analysts participate in and facilitate a continuing dialogue between investors and corporate issuers. Analysts frequently discuss their opinions with the firm’s sales and trading personnel.
Analysts are not permitted to participate in sales pitches for investment banking mandates and are not permitted to make presentations or actively participate in road shows relating to an investment banking transaction.

Analysts are permitted to perform certain other roles where the firm believes that it would not compromise their independence or the appearance thereof, including: 

  • Discussing the merits of a proposed transaction with investment banking colleagues.
  • Discussing industry sector trends with investment banking colleagues.
  • Assisting in due diligence.
  • Advising on market sentiment and pricing and structuring of securities offerings.
  • Investor education relating to an investment banking transaction.
  • Education of the firm’s sales force relating to an investment banking transaction.
  • Participation in presentations at widely-attended conferences.
  • Discussing their published research views with other Goldman Sachs businesses and their clients.

F.   Factors used in Determining Analysts’ Remuneration

GIR analysts’ remuneration is determined exclusively by GIR management in conjunction with firm management. Investment banking personnel may not have any input into such decisions. Investment banking personnel are not permitted to perform or contribute to annual appraisals of analysts.

Analysts’ remuneration is not directly linked to specific investment banking or global markets transactions, but may be related to the firm’s overall performance which includes investment banking and global markets results.

In GIR under the Global Research Settlement, a significant portion of an equity analyst’s compensation is based on the quality and accuracy of the analyst’s research. GIR management employs a series of metrics and surveys in such determination.

The following are factors which must, if applicable, be taken into account by GIR management when determining an equity lead analyst’s1 remuneration:

  • the quality of the analyst’s research, including any evaluations provided by investing clients (both directly through broker votes and indirectly through independent surveys) and any evaluations provided by personnel in the firm’s sales and trading division and any evaluation provided by Research personnel; and
  • accuracy of the analyst’s research.

The following are factors which may be taken into account by GIR management when determining an equity lead analyst’s remuneration:

  • the extent and value created by the analyst’s contributions to non-investment banking businesses that go beyond coverage of equity securities, such as education and support of investor clients;
  • the analyst’s individual performance and productivity;
  • the market capitalisation of, and the potential interest of the firm’s investor clients in research with respect to, the sector or industry covered by the analyst;
  • the analyst’s, seniority and experience;
  • the market for hiring and retaining analysts; and
  • if, as part of the analyst’s professional duties, the analyst advises the firm (including the Investment Banking Division), the quality, extent, and value of the lead analyst’s participation in vetting a transaction or client (including investment banking clients), due diligence efforts, review of company- or transaction-related disclosures, presentations to commitments or other internal firm committees; and/or investor education, provided they are not given undue weight relative to other factors.

G.  Policies concerning Inducements Given to or Given by Analysts

Analysts are not permitted to accept any remuneration or other benefit from an issuer or any other party with a material interest in the subject-matter of the research in respect of the publication of research.

Analysts are not permitted to accept any inducement for the production of favourable research.

These restrictions do not preclude the acceptance of reasonable corporate hospitality in accordance with the firm’s general policies regarding gifts and entertainment.

H.  Recording and Monitoring Analysts’ Personal Interests and Personal Account Dealing

Analysts are prohibited from trading or owning publicly available securities or ‘related financial instruments’ issued by companies in their business unit or industry area of coverage.

  • For analysts in industry-based business units, the analyst’s business unit extends to all companies in the business unit the analyst belongs to, not just to those companies currently covered by GIR. An analyst’s industry-based business unit is limited to companies in his/her geographic region, unless the analyst has cross-regional coverage.
  • For analyst’s in region-based business units, analysts may not trade or own publicly available securities or ‘related financial instruments’ issued by companies covered by any other analysts in their business unit.
  • Industry area of coverage refers to all the companies in the industry or industries personally covered by the analyst. An analyst’s industry area of coverage also refers to the companies in the same industry or industries in regions outside the analyst’s home region, regardless of whether those companies are covered by GIR.

Prior approval is required for investments in private companies or private funds and also for any outside business activities such as directorships, or earned income from a source other than their employment at the firm. An analyst may not perform services for remuneration fora company covered by such analyst either on behalf of the firm or in a personal capacity. Analysts cannot invest in private companies in their industry area of coverage.

All GIR employees must obtain pre-approval to buy or sell any publicly available equity securities and equity linked securities, including convertibles and derivatives; bonds; closed-end mutual funds; and any other comparable investment vehicle.

Analysts (and household members of analysts) may not serve as an officer, director, employee or advisor to a company in the analyst’s coverage area.

I.  Fact-checking with companies

In accordance with GIR policy, analysts are permitted to prepare a separate schedule of facts from the unpublished report for fact-checking with subject companies. Equity and credit analysts may not provide a subject company with a written draft summary. This policy does not apply to pre-deal research (see further Section L below).  

J.   Dissemination and Termination of, and Impact of the Firm acting as Financial Advisor on, Coverage

Final decisions on coverage are independently made by GIR management. In making such decisions GIR management may consider input from various sources to the extent permitted by the Global Research Settlement or FINRA Rules 2241 and 2242 or Article 37 of the MiFID Org Regulation or SYSC 10 as applicable, including investors, managers of the firm’s Global Markets Division and Investment Banking Division.

In general, the policy of GIR management is to cover companies where the firm has had a lead role in the companies’ offering of securities.

GIR’s policy is to ensure that statements by analysts that are new and material achieve broad, global dissemination both to clients and sales/trading personnel.

The decision to terminate coverage of an issuer must be approved by GIR management. The firm publishes a final note stating that coverage has been terminated.

Where the firm is acting in an advisory capacity in a publicly announced merger or strategic transaction involving a company, in addition to compliance with any applicable rules or regulations (e.g., the UK City Code on Takeovers and Mergers), if the EMEA Equity Research Investment Review Committee views the proposed merger or strategic transaction as material to the analysis of the security such that the analyst cannot responsibly analyse the rating and price target for the security and/or subject to major contingencies that the market will view as critical, the investment rating and target price, if any, will be suspended temporarily and the security shown as “not rated”.

K.  Disclosure of Interests

The full list of GIR disclosures can be viewed at: http://www.gs.com/research/hedge.html

L.   Offering Related Research

In accordance with common practice in certain markets in Europe and consistent with legal advice, GIR produces, from time to time, research (commonly termed “pre-deal” research) prior to an offering of securities where GSI or GSBE also have an investment banking mandate in respect of the offering. In connection with producing pre-deal research GS Europe has adopted procedures designed to:

  • Prevent the promise of favourable coverage (and requirements that final decisions on coverage should remain with GIR management).
  • Ensure the factual consistency of pre-deal research with any related prospectus or selling document, including procedures allowing review for factual accuracy by issuers and non-US based investment bankers in accordance with any underwriters’ counsel guidelines.   
  • Disclose GS Europe’s involvement in the transaction.
1 A lead analyst is anyone who, during the relevant period, has been required to certify a research report pursuant to the firm’s policy on Certifications By Analysts.