Bondstone Ventures, SCR, S.A. (“Bondstone Ventures”) is a venture capital company (sociedade de capital de risco) and manager of alternative investment funds (“AIFM”), duly registered with the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários – “CMVM”) under registration number 208062. Bondstone Ventures qualifies as a small-dimension AIFM for the purpose of Article 3(2) of Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”), as transposed into Portuguese law under the Regime da Gestão de Ativos (Asset Management Regime), approved by Decree-Law No. 27/2023, of 28 April.
As an AIFM, Bondstone Ventures constitutes a “financial market participant” (interveniente no mercado financeiro) within the meaning of the Sustainability Regulation described below. Accordingly, and pursuant to Articles 3, 4 and 5 of the SFDR, Bondstone Ventures publishes and maintains on its website, at the entity level:
- Information on its policy on the integration of sustainability risks into its investment decision-making process (Article 3 of the SFDR);
- A statement on the manner in which principal adverse impacts of investment decisions on sustainability factors are considered or, as applicable, the reasons for not considering such impacts (Article 4 of the SFDR); and
- Information on the consistency of its remuneration policy with the integration of sustainability risks (Article 5 of the SFDR).
Sustainability-related disclosures required at the level of each financial product managed by Bondstone Ventures – including, as applicable, pre-contractual and periodic disclosures under the same regulations – are published in the dedicated section corresponding to each such product.
Regulations
These sustainability-related disclosures are made pursuant to, and should be read in conjunction with, the following instruments of European Union law, each as amended, restated or otherwise supplemented from time to time (together, the “Sustainability Regulation”):
- Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (the “SFDR”);
- Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (the “Taxonomy Regulation”); and
- Commission Delegated Regulation (EU) 2022/1288 of 6 April 2022 supplementing Regulation (EU) 2019/2088 of the European Parliament and of the Council with regard to regulatory technical standards specifying the details of the content and presentation of the information in relation to the principle of ‘do no significant harm’, specifying the content, methodologies and presentation of information in relation to sustainability indicators and adverse sustainability impacts, and the content and presentation of the information in relation to the promotion of environmental or social characteristics and sustainable investment objectives in pre-contractual documents, on websites and in periodic reports (the “RTS of the SFDR”).
These disclosures summarise, and are to be read together with, Bondstone Ventures’ Sustainability Policy, which is made available upon request. Capitalised terms not defined on this page have the meaning given to them in the Sustainability Policy.
Entity-level disclosures
Integration of sustainability risks in its investment decision-making process (Article 3 of the SFDR)
A “sustainability risk” is an environmental, social or governance event or condition that, if it occurs, could cause an actual or a potential material negative impact on the value of the investment (as defined in Article 2(22) of the SFDR).
Bondstone Ventures considers sustainability risks alongside the traditional financial risks relevant to each investment, and their integration is embedded in Bondstone Ventures’ risk management framework and investment decision-making process, in accordance with Article 3 of the SFDR and Chapter 7 of the Sustainability Policy. Bondstone Ventures integrates sustainability risks throughout the investment lifecycle – sourcing, screening, due diligence, investment decision, transaction documentation, monitoring and exit – through:
- the Exclusion List, applied as a hard gate at initial screening, which excludes activities incompatible with the environmental and social characteristics promoted by the AIFs it manages;
- ESG due diligence that assesses the sustainability risks material to each prospective investment;
- the reflection of those findings in the investment decision and, where the relevant AIF’s negotiating position allows, in the transaction documentation;
- the monitoring of sustainability risks and of any agreed improvement actions over the holding period; and
- the consideration of relevant sustainability factors on exit.
Where material sustainability risks are identified, Bondstone Ventures may require further analysis or mitigating actions before the investment proceeds, and, where those risks cannot be adequately mitigated, the Investment Committee recommends that the Board of Directors decline the investment. Where, following its assessment, a sustainability risk is not considered relevant to a particular investment, the reasons for that conclusion are documented.
The assessment draws on both internal expertise and, where appropriate, external advisors, and on information obtained from the target company as well as from publicly available sources. Material sustainability risks identified at entry are documented so that they can be monitored – and, where possible, addressed as part of value creation – throughout the holding period.
Given Bondstone Ventures’ small dimension categorization and the early-stage, frequently pre-revenue nature of its Portfolio Companies, the depth of the analysis is proportionate to the information reasonably available at each stage, and any material limitations are documented accordingly.
Responsibility for identifying, assessing and managing sustainability risks lies with the Risk Management Function, supported by the Investment Team and by the Compliance Function. The Investment Committee reviews sustainability risk findings and formulates a recommendation before any investment decision, which is taken by the Board of Directors. The Board of Directors retains ultimate responsibility for the Sustainability Policy and for its integration into Bondstone Ventures’ risk management framework and investment decision-making process, and reviews it at least annually.
Further detail is set out in Bondstone Ventures’ Sustainability Policy.
Principal adverse impacts of investment decisions on sustainability factors (Article 4 of the SFDR)
Bondstone Ventures does not exceed, as at its balance sheet date, an average of 500 employees during the financial year and is accordingly not subject to the mandatory consideration of principal adverse impacts (“PAI”) under Articles 4(3) and 4(4) of the SFDR. Bondstone Ventures therefore avails itself of the comply-or-explain regime under Article 4(1) of the SFDR and has adopted the following position:
No consideration of principal adverse impacts at entity level (Article 4(1)(b) SFDR)
Bondstone Ventures does not currently consider the principal adverse impacts of its investment decisions on sustainability factors within the meaning of Article 4(1)(a) SFDR.
This position reflects the principle of proportionality, and is based on: (i) Bondstone Ventures’ small dimension and limited resources; (ii) the early-stage, frequently pre-revenue nature of its Portfolio Companies and the correspondingly limited availability, reliability and comparability of their sustainability data; and (iii) the fact that the mandatory indicators and the systematized, entity-wide data collection process required by Table 1 of Annex I to the RTS of the SFDR would, at this stage, impose a burden disproportionate to the corresponding benefit to investors.
Nevertheless, Bondstone Ventures supports the policy objectives of the PAI regime – namely, improving transparency for clients, investors and the market as to how financial market participants account for the adverse impacts of their investment decisions on sustainability factors. Its current decision not to consider principal adverse impacts at entity level reflects the practical constraints described above, rather than any disagreement with those objectives.
Bondstone Ventures keeps this position under review at least annually, in accordance with Chapter 8 of the Sustainability Policy, and will reconsider it as data availability and portfolio maturity evolve, in accordance with the data-readiness roadmap described in that Chapter, or earlier if required by applicable law or by the reasonable expectations of its investors.
Notwithstanding the above, Bondstone Ventures takes the most material adverse sustainability impacts into account on a qualitative basis in its investment process – in particular through the Exclusion List, its ESG due diligence and its engagement with Portfolio Companies – as further described in its Sustainability Policy and in the sustainability-related disclosures published for each financial product it manages.
At the level of each financial product, whether and how principal adverse impacts on sustainability factors are taken into account is addressed in that product’s pre-contractual disclosure, in accordance with Article 7 of the SFDR. Consistently with the entity-level position, MAXWELL TECHNOLOGIES I – Fundo de Capital de Risco Fechado does not consider principal adverse impacts of its investment decisions on sustainability factors.
Remuneration policy (Article 5 of the SFDR)
Bondstone Ventures’ remuneration policy is consistent with the integration of sustainability risks into its investment decision-making. It does not encourage risk-taking that is inconsistent with the sustainability risk profile of Bondstone Ventures or of the AIFs under management, and does not reward the disregard of sustainability risks.
Given Bondstone Ventures’ small dimension categorization, remuneration arrangements are straightforward and comprise a fixed component and a limited variable component. Any variable remuneration is not determined by reference to targets that could encourage sustainability risk-taking inconsistent with the risk profile of the AIFs under management. The assessment of individual performance may take into account adherence to Bondstone Ventures’ Sustainability Policy and to applicable sustainability obligations, including, for members of the Investment Team, the quality and completeness of the ESG due diligence supporting their recommendations.
The remuneration policy is approved and reviewed periodically by the Board of Directors, which is responsible for ensuring that it remains consistent with the integration of sustainability risks in Bondstone Ventures’ investment decision-making.
In accordance with Article 5(1) of the SFDR, Bondstone Ventures maintains a separate remuneration policy, which includes information on how that policy is consistent with the integration of sustainability risks.
Taxonomy Regulation criteria
The criteria for qualifying an economic activity as environmentally sustainable under the Taxonomy Regulation – namely, substantial contribution to one or more of the six environmental objectives set out in Article 9, the “do no significant harm” principle referred to in Article 17, and the minimum safeguards laid down in Article 18, together with the related technical screening criteria adopted by the Commission – are addressed, where applicable, at the level of each financial product managed by Bondstone Ventures, and do not form part of these entity-level disclosures.
Financial products (SFDR – Article 10)
Sustainability-related disclosures for each financial product managed by Bondstone Ventures are published separately, in accordance with Article 10 of the SFDR.
As of the last update date, Bondstone Ventures manages one AIF:
MAXWELL TECHNOLOGIES I – Fundo de Capital de Risco Fechado
This AIF is classified, in accordance with Article 22(2) of its Fund Regulations, as a financial product referred to in Article 8(1) of the SFDR. It promotes environmental and social characteristics but does not have sustainable investment as its objective, does not make or commit to make sustainable investments, and does not consider principal adverse impacts of its investment decisions on sustainability factors. The following product-level disclosures are available:
- Sustainability-related disclosures pursuant to Article 10 of the SFDR;
- Pre-contractual disclosure, in the form set out in Annex II to the RTS of the SFDR;
- Periodic disclosure, in the form set out in Annex IV to the RTS of the SFDR, included as an annex to the Fund’s Annual Report and published here once the first Annual Report has been approved.
General information
Keeping information up to date (Article 12 of the SFDR)
Pursuant to Article 12(1) of the SFDR, Bondstone Ventures ensures that any information published in accordance with Articles 3, 5 and 10 of the SFDR is kept up to date. Where Bondstone Ventures amends any such information, a clear explanation of the amendment is published on this same webpage and the “last updated” date above is revised accordingly. Superseded versions are retained by Bondstone Ventures and are available on request.
Marketing communications (Article 13 of the SFDR)
In accordance with Article 13 of the SFDR, Bondstone Ventures ensures that its marketing communications do not contradict the information disclosed on this webpage or in the sustainability-related disclosures of the financial products it manages.
Contact
ventures@bondstone.com · Bondstone Ventures, SCR, S.A., Rua Castilho 39, 10C, 1250-068 Lisboa, Portugal · +351 211 349 157 · bondstone.com
Important notice
This page is published solely for the purpose of complying with the SFDR and related legislation. It does not constitute investment advice, a recommendation, or an offer or solicitation to acquire any interest in any AIF managed by Bondstone Ventures. Any investment in an AIF managed by Bondstone Ventures may be made exclusively on the basis of that AIF’s fund regulations (regulamento de gestão) and pre-contractual disclosure, which prevail over this webpage in the event of any inconsistency. This webpage is published in English and in Portuguese. In the event of divergence between the two versions, the Portuguese-language version shall prevail for all legal purposes.