Our disclosure — conflicts and how we handle them

The commitments

Five things we commit to, in writing, before you sign.

None of these is a courtesy. Each one is written into the engagement letter, which means it binds the firm rather than merely reassuring the client. Three of them cost us money.

One firm, three brands. ProEx IR, ProEx Studio and the public affairs practice run under separate brands, but they sit within one entity: ProEx Advisors LLP, LLPIN AAJ-8215. Contracts, invoices and MCA filings all carry that name. If you engage one brand, you are engaging the firm that runs the other two.
One client per competitive set. One listed or listing company per sector. One brand per category. One campaign per constituency. One party per state. It is written into every engagement letter and it holds for the life of the mandate. It is also, plainly, the reason we decline work we would otherwise be glad to take.
The wall between practices is real. Separate teams, separate systems, separate approval chains. Confidential information does not move between practices, and no practice is briefed on another's client list. The people staffing a capital-markets mandate do not know what the public affairs practice is running, and that is deliberate rather than incidental.
You get the list before you sign. Every prospective capital-markets client is told in writing, before engagement, what other practices we run and which sectors we are already committed in. You should not have to ask for it, and you should not learn it afterwards. If the answer is uncomfortable, it is better to be uncomfortable before the engagement letter than during it.
If we take political work during your mandate, you may leave. We will tell you before it begins, not after it has been reported. From that notice you have thirty days to terminate without penalty, with fees refunded pro rata. We would rather lose a mandate on a term we wrote ourselves than be found out on somebody else's.

The honest part

What this buys you, and what it does not.

What separation gives you

Distinct brands, distinct teams, distinct systems and distinct approval chains. The people staffing your mandate are not the people staffing a campaign, and they are not briefed on one. A visitor to the investor-relations brand does not encounter the political work at all — different site, different name, different room. Inside the firm, the wall holds, and it is enforced by access control rather than by good intentions.

And what it does not

A board doing conflict diligence will find the connection in a single MCA search, because it is one entity. The separation here is presentational, not structural, and we are not going to pretend otherwise on our own disclosure page.

That is precisely why the fifth commitment gives you an exit rather than an assurance. An assurance from a firm that also runs political work is worth less than the right to walk away from it, so we wrote you the right to walk away.

If a mandate is ever lost specifically because of this structure, we will reconsider moving the practice into a separate entity. That is not a hypothetical undertaking — the trigger is written into the review schedule below.

The reasoning

Why we chose it this way.

There were two options. We took the cheaper one and said so.

Structural separation — two entities, two sets of books, two sets of filings — gives real separation rather than presentational separation. It also costs a second incorporation, a second compliance calendar and an ongoing overhead that a firm of our size would feel every month. We looked at it properly and decided against it for now.

The judgement we made is that at our size, honesty is a better product than opacity. A client who knows exactly what else we run can price that risk into the decision. A client who finds out eighteen months in cannot.

That judgement is reviewable, and we have set out below exactly when we will review it. If it stops being the right answer, we would rather be told by our own trigger than by a lost mandate.

Declining work

When we say no.

A conflicts policy that never costs anything is not a policy. These are the grounds on which we turn down paid work, and they are applied before a proposal is written rather than after a problem appears.

We decline an engagement where —

It would breach the one-client-per-competitive-set rule
We hold confidential information about a competitor
The engagement would require statements we believe to be untrue
It would require us to advise on securities
In our judgement it would materially damage our ability to serve capital-markets clients

The last of these is a judgement call, and we make it conservatively.

Review

When we review this structure.

Annually The conflicts position is reviewed in full once a year, whether or not anything has changed and whether or not anyone has complained.
First engagement On the first public affairs engagement. The structure is reviewed before that engagement begins, not after it is under way.
Immediately On any capital-markets mandate lost, declined or withdrawn where our structure was a stated reason. The review starts the same week.
Two in 12 months Two such losses in twelve months triggers automatic reconsideration of moving the public affairs practice into a separate entity.

If you are doing diligence on us. Ask for the current commitments list and the sectors we are already committed in. We will send it in writing, before any engagement letter, without asking why you want it.

The conflicts page nobody else writes.