Regulatory Disclosures

MIFIDPRU 8 Disclosures

Working Capital Advisors (UK) Limited (the “Firm” or “WCA”) is required to make this disclosure, in
accordance with MIFIDPRU 8, the regulatory aim of which is to enable stakeholders and market
participants to have an insight into how the Firm is run. This disclosure also aims to help stakeholders
make more informed decisions about their relationship with the Firm. The rules in MIFIDPRU provide
that as a Small Non-Interconnected firm (SNI) we must disclose the matters set out below. Unless
stated otherwise, all figures contained in this disclosure are based on the Firm’s audited annual reports
for the year ending Dec. 31, 2022.

The information contained in this document has not been audited by the Firm’s external auditors, as this
is not a requirement, and does not constitute any form of financial statement and must not be relied
upon in making any judgement on the Firm.

Remuneration Policy and Practices

WCA is subject to both the ‘AIFM Remuneration Code’ and ‘MIFIDPRU Remuneration Code’. The Firm
considers that the MIFIDPRU Remuneration requirements, for SNI MIFIDPRU investment firms, are in
general less demanding than the requirements under the AIFM Remuneration Code.

Under SYSC 19G.1.20 R, a firm such as WCA which is subject to multiple remuneration codes, with provisions
imposing different remuneration requirements, only one of which can be complied with, must comply
with the most stringent of the relevant provisions.

The Firm, therefore, complies with the most stringent provisions, which it considers are found in the
AIFM Remuneration Code, with respect to all of its Staff Members, all of whom are considered to be
involved with the two AIFs it is AIFM to.

The primary reason for this conclusion, are the requirements to identify Material Risk Takers as
remuneration code staff as well as consider the application of the payout process rules, unless the Firm
considers that it is appropriate to disapply the payout process rules.

Distributions to Senior Management and Owners

In accordance with the guidance in SYSC 19G.4.4, at the end of each year, the residual profits of the
Firm, which is a private limited company, may be distributed to the owner through dividends.
As residual profits are distributed according to the ownership of shares and are not linked to work or
performance, this is not considered to be remuneration for the purpose of the Firm’s Remuneration

All other distributions received by Senior Managers (one of whom is also an owner) are classed as fixed
or variable, depending on whether they are discretionary and based on performance of the individual or
their business unit.


The Firm’s Remuneration Policy (“Policy”) aims to recognise good performance which is delivered in a
manner that is consistent with the Firm’s values, culture and risk profile, as well as the risk profile and

objectives of its customers. The objective of the remuneration framework adopted is, therefore, to align
individual and team contributions with their performance objectives, in a manner which gives due
consideration to:

• the consistent promotion of sound and effective risk management;
• ensuring that excessive risk taking is not encouraged;
• ensuring compliance with the conflicts of interest policy and outside business interests policy,
such that appropriate disclosure and mitigation are achieved as necessary;
• compliance with other regulatory obligations, such as the adequacy of capital resources and the
FCA’s Conduct Rules in particular; and
• the alignment with the Firm’s client’s interests, business strategy, objectives, values, and long-
term interests.

The Firm pays its employees a fixed base salary and a variable discretionary bonus. Remuneration is set
at a level that is deemed to attract and encourage retention in the role, in order to encourage stability
and consistency. The award of any variable remuneration to staff is entirely discretionary. Firmwide
performance is a key factor in determining the funds available to support variable remuneration. Staff
remuneration is intended to fairly compensate employees in line with the skills provided, work
performed and responsibility undertaken in a manner consistent with the overarching objectives
outlined above. Annual staff reviews are performed to assess both quantitative and qualitative
performance such as contribution to investment returns as well as project achievements or process
enhancements. Variable remuneration is based on multiple factors and is not set as a fixed percentage
of revenue or by reference to any other formula. The form of variable remuneration may be in a mix of
cash and fund units and may include deferrals. The Firm’s governing body will decide in a manner that is
consistent with prudent cash management principles as well as seek to drive employee incentive
alignment and retention.

Decision Making Process and Governance

The Firm does not have a Remuneration Committee and no external consultants were used. The Firm’s
governing body has reviewed its size, internal organisation, the nature, scope and complexity of its
activities and has determined the Firm to not be a significant firm under the proportionality framework.
Remuneration decisions are made by the Firm’s governing body after considering the business
objectives, financial metrics and whether the decisions are consistent with regulatory guidance such
that the Firm is able to ensure variable remuneration does not encourage employees to expose the Firm
to imprudent risk-taking behavior.

Quantitative Remuneration Disclosures

For the period 1 January 2022 to 31 December 2022, the amount of remuneration paid to staff was as

Fixed Remuneration: US$322,457

Variable Remuneration: US$163,372

Total Remuneration: US$485,829