M7 is a pan-European, specialist investor and asset manager of regional multi-tenanted, commercial real estate. We take corporate governance very seriously and are committed to making long term positive contributions to the environments and markets where we operate.

M7 strives for excellence, from the people we employ to the services we offer. This is represented in our corporate decision-making and people management processes.  Effective governance is crucial to ensure that the interests of all stakeholders are considered in decision-making processes when managing M7’s performance and day-to-day activities.

M7’s Supervisory Board Directors include non-executive representatives of M7’s shareholders and independent non-executive directors, as well as representatives from M7’s senior executive management.  The group’s Board, its Audit, Risk & Compliance Committee, and its Remuneration and Nomination Committee are chaired by independent non-executive directors.

M7 is headquartered in London, which includes its investment management function and centralised support function, and from where the pan-European asset management and supporting finance functions are managed and controlled.  Operational committees cover key areas including investment, operations, risk management, compliance, and ESG.

Senior management, assisted by these committees, aims to continually develop and put in place policies that are appropriate for the nature, scale and complexity of our business and the environment in which we operate.

This Code is divided into twelve principal sections, a summary of each being:

1. Accountability and Reporting – M7 staff are personally responsible for ethical behaviour and must report any wrongdoing; M7 must ensure accurate and honest reporting of financial and operational data and required disclosures.
2. Compliance with Applicable Laws, Rules and Regulations – M7 staff must know and follow the laws and company rules relevant to their role.
3. Conflicts of Interest – M7 staff must report and manage any potential conflicts between M7 and its clients or between different clients and not let personal gain interfere with company interests.
4. Ethical and Fair Dealing – M7 staff must treat colleagues, clients, and competitors ethically and respectfully.
5. Complaints and Litigation – M7 registers all complaints or potential insurance claims/litigation and works across internal departments to determine the best course of action to resolve matters fairly and in a timely manner.
6. Personal Account Dealing – M7 staff must obtain prior approval from Compliance before trading any real estate related shares or other investments.
7. Protection and Proper Use of Company Assets – M7 staff must use company property responsibly and only for business.
8. Confidentiality and Data Protection – M7 staff must keep company and client information, and personal data, private and secure.
9. Anti-Bribery and Corruption, Gifts, Expenses and Client Entertainment – M7 staff must not accept or offer bribery, kickbacks, or inappropriate gifts and hospitality. Gifts and hospitality over a certain value are logged and subject to prior Compliance approval.
10. Anti-Money Laundering and Financial Crime – M7 staff must report any suspicions of money laundering or financial crime to the Money Laundering Reporting Officer. M7 has in place relevant KYC procedures to ensure that the appropriate due diligence and screening is carried out on relevant third parties.
11. Risk Management – M7 staff must follow the risk controls, department procedures, and other professional standards relevant to their role. Any risk incidents or issues must be reported to Compliance.
12. Whistleblowing – M7 staff are encouraged to speak up about unethical or illegal behaviour using the protected whistleblowing disclosure procedure.

The principles of this Code are not exhaustive; each employee is expected to exercise their best professional judgment and common sense in all aspects of their business dealings and relationships.

The procurement of goods and services necessary for professional services, real estate fund management, and office operations. These include:

• Chartered surveyors, law firms, and other professional advisers;
• Fund administrators and other fund services providers;
• Banks and other financial providers;
• Accountancy and audit firms;
• Office technology suppliers and office supply businesses; and
• Business travel services.

The procurement of goods and services in relation to real estate asset management services. These include:

• Property managers, facilities management, including cleaning and security;
• Building and repair contractors; and
• Lettings agents and other related intermediaries/advisers.

M7 considers the risk of exposure to modern slavery associated with the procurement of goods and services associated with professional services and real estate fund management to be low.  Providers are typically well established, reputable counterparties, often in regulated industries, with their own policies and procedures covering, professional, regulatory, and ethical practices.

M7 considers the risk of exposure to modern slavery associated with real estate asset management services to be mostly low.  Providers of professional services associated with asset management are typically well established, reputable counterparties with their own applicable policies and procedures in place. M7 is alert to the possibility of heightened risk in building industries, however, M7 typically does not engage in large scale construction or development activity and most works relate to refitting existing building spaces and repairs.

Regardless of the risk profile, M7 remains vigilant and committed to ensuring ethical practices throughout our supply chains and has relevant policies and procedures in place to manage the risk of modern slavery and human trafficking.

Sustainability risks are an important aspect of real estate investment and management and, therefore, a contributor to the financial performance of the funds.

A broad range of sustainability risks are considered as part of M7’s investment decision-making process and ongoing property management. M7 has adopted an ESG Framework, which was built in collaboration with external advisers in September 2021 but is constantly evolving, and is implementing best practice across the business in areas including:

• A firm-wide Responsible Investment Policy and ESG Strategy, with oversight from an ESG Committee.
• ESG Pre-Acquisition and Due Diligence Checklists as part of the investment process.
• Property Manager Standards of Sustainability and Guidance covering:
  • Tenant Management and Green Leases
  • Sustainable Tenant Fit-Outs
  • Sustainable Development and Refurbishment
• Sustainability risks that are considered as part of the investment process include:
  • Phase 1 (and if applicable, Phase 2) environmental reviews during purchase due diligence.
  • Data such as age of building, energy rating, sustainability certification, flood risk, site contamination, deleterious materials, climate risk assessment, fire risk and health & safety risk.
  • Social risks such as occupiers posing problems in respect of bribery and corruption, anti-slavery and child/forced labour, diversity and equality issues or significantly high environmental impact.
  • Establishing appropriate environmental management plans accordingly.

Each real estate asset will present a unique set of circumstances, both in respect of acquisition and ongoing management. M7 actively monitors its underlying investment portfolio holdings with respect to ESG issues and opportunities and will increasingly capture and report specific ESG data as capability in this area develops. M7 will also continue to develop its ESG Framework in accordance with regulations and industry best practice. Some further information on M7’s practical day-to-day approach to sustainability practices is available on the website under the ESG area.

The Code aims to enhance the quality of engagement between institutional investors and the companies they invest in with the intention of improving long term returns for shareholders and the efficient exercise of governance responsibilities.

The Financial Reporting Council (“FRC”) recognises that not all parts of the Code will be relevant to all institutional investors and that smaller institutions may judge some of the principles and guidance to be disproportionate. Whilst it is legitimate for asset managers not to engage with companies, depending on their investment strategy, an explanation of non-compliance is required.

M7FS offers real estate investment management to primarily institutional investors. As a manager of real estate, M7FS acts as an investment manager which principally invests in the privately held equity and/or debt issued in respect of Real Estate projects.

Whilst M7FS supports the Code’s objectives, as M7FS does not invest in UK-listed companies, the provisions of the code are not relevant to its investment strategy. Hence, M7FS does not commit to the principles of the Code.

Should there be any material changes to the investment strategy of M7FS, which would render the Code relevant, this disclosure will be revised.

For further details on any of the above information, please contact compliance@m7re.eu.