Responsible Investment Policy

Roles and Responsibilities

Vista understands the important role responsible investment plays in driving long-term value and success. As such, we strive for broad understanding and accountability in applying these principles across our organization.

• Our Executive Committee is responsible for promoting Vista’s Responsible Investment Policy and for ensuring that it is implemented at the firm and across each of our investment strategies (commensurate with Vista’s level of influence and control).
• Our investment committees oversee the integration of these principles into our investment processes and are accountable for ensuring responsible investment practices across our private equity and permanent capital Funds and with our professionals.
• Our dedicated ESG team works cross-functionally with our investment teams, our value creation team, external partners and portfolio companies across our private equity and permanent capital portfolio in an effort to drive our principles into action and to ensure alignment with our Responsible Investment Policy.
• Investment professionals and our ESG team, along with our external partners, are responsible for conducting pre-investment due diligence across our private equity and permanent capital portfolio, which may include an assessment of material ESG risks and opportunities. Furthermore, our investment teams are responsible for seeking to incorporate those findings into our investment decision-making process, when the considerations are material to achieving our investment thesis.
• Our Value Creation Team works with our private equity and permanent capital portfolio companies’ management teams in implementing a value creation plan that may consider material ESG risks and opportunities identified in diligence and continue to monitor such ESG risks during the ownership period.
• Our Legal & Compliance team provides oversight over the ESG-related investment formation, diligence, disclosure and exit processes and seeks to ensure that we meet our regulatory obligations and commitments to Fund investors and regulators.
• Board members at Vista-controlled private equity and permanent capital portfolio companies are familiarized with ESG topics to encourage the discussion and appropriate prioritization of ESG topics at quarterly board meetings.
• Our Capital and Partner Solutions team engages with our Fund investors on our ESG practices and works with our ESG team to meet our reporting obligations to our Fund investors.

Our Responsible Business Practices

Vista is committed to implementing responsible investment practices that are specific to our focus on software investing. In addition to investing, our firm-level responsible investment strategy includes:

Internal Operations

• Vista has a Code of Ethics that requires employees to conduct their business dealings with honesty, integrity, fairness and respect for others.
• We understand our fiduciary duty to our clients and seek to mitigate conflicts of interest and encourage transparency in our business practices.
• Vista is committed to offsetting the greenhouse gas (GHG) footprint of its internal operations.

People

• Vista has a Diversity, Equity and Inclusion program and policy⁵ that seeks to foster an inclusive corporate culture, as well as attract and retain talent.
• Vista fosters community engagement by encouraging employees to support the community through both charitable and volunteer support.

Technology

• Vista believes in the transformative power of technology and software to advance ESG aligned outcomes and seeks to leverage software solutions for internal ESG measurement, management and reporting.
• Vista is committed to protecting the privacy and confidentiality of our stakeholders’ personal and corporate information in our operations and in those of Vista’s portfolio companies.

Our Approach to Incorporating ESG in Our Investment Process

Vista seeks to integrate material ESG considerations during the investment life cycle with engagement approaches designed to match Vista’s influence over the investment.

During pre-investment due diligence, Vista leverages an ESG framework to analyze material ESG risks and opportunities in potential platform private equity and permanent capital investments.  For Vista Equity Partners (VEP), Value Creation Team subject matter experts conduct an in-depth review of the company’s technology, cybersecurity and data privacy practices before every majority-owned platform investment. Additionally, we may engage law firms and consultants to identify and assess material ESG risks and opportunities relevant to the target. Significant findings are generally communicated to the investment committee and management teams and, where applicable, are included as part of the company’s 100 days’ list.

We seek to monitor material ESG risks and opportunities and, when appropriate, engage with the board of directors and management teams throughout our ownership period. We will strive to make material ESG updates available to our Fund investors, in accordance with our contractual and regulatory reporting obligations.

ESG Focus Areas

To integrate ESG considerations into Vista’s private equity and permanent capital investment processes, Vista has created a bespoke framework that encompasses specific focus ESG areas that are important to enterprise software companies.

This framework draws upon global ESG standards and serves to highlight material ESG risks and opportunities throughout the investment lifecycle.⁶ Vista aims to review these focus areas in light of current events and macrotrends. Areas include (but are not limited to):

Environment

• • Emissions management
  • Energy management and conservation
  • Climate-risk management
  • Product innovation to support positive environmental outcomes

Social

• • Diversity, equity and inclusion
  • Philanthropy and community engagement
  • Employee engagement and safety
  • Customer well-being and safety
  • Responsible supply chain management
  • Product innovation to support positive social outcomes

Governance

• • Reporting and transparency
  • Data privacy
  • Cybersecurity
  • Ethics and compliance
  • Anti-bribery and corruption
  • Technology bias review
  • Product innovation to support positive governance outcomes

Private Equity and Permanent Capital Control Investments

We seek to systematically engage with our majority-owned⁷ portfolio companies to encourage ESG integration within the business. Our engagement tactics, in collaboration with investment teams, the Value Creation Team, company management and board members, may include the following:

• Identification of material ESG risks and opportunities in investment diligence for platform acquisitions and, when deemed appropriate by Vista, substantial add-on acquisitions.
• Annual ESG Assessment to determine current ESG practices and program maturity.
• Greenhouse gas measurement, reporting, reduction, goal setting and offsetting.
• Individual meetings with company management to build an ESG work plan.
• Providing appropriate resources to support the achievement of ESG milestones and furtherance of strong business practices.
• Convening of portfolio company leaders in a “Sustainability Leadership Council” to share best practices and encourage peer discussion.
• Hands-on support for ESG value creation projects where appropriate and requested by the company, such as to support a company on the creation of an ESG or responsible investment policy or a greenhouse gas measurement framework.
• Monitoring of ESG progress and, to the extent deemed appropriate by Vista, support for companies wishing to communicate such progression during their IPO, exit and/or recapitalization processes.
• Resources to facilitate the discussion of ESG initiatives during board meetings.

Private Credit

For substantial private credit⁸ investments, Vista’s ESG team collaborates with assigned primary points of contact for ESG within Vista’s Credit Platform to apply a software tool that combines AI and advanced machine learning with human intelligence to identify material ESG risks on companies. Vista also works with outside counsel to administer a bespoke ESG diligence questionnaire.

These findings are shared with the ESG team and with investment professionals and may be considered within the investment decision-making process.

An ESG committee, consisting of team members across the compliance, investment, ESG, fundraising, DE&I and external boards functions, will seek to meet quarterly with oversight from Vista Credit Partners (VCP) leadership, with the intent to oversee the management and application of responsible investing principles within our private credit investments.

Public Equity Investments

In monitoring investments in public companies, our investment team includes ESG risk scores reflecting the level of ESG-related disclosure and risk management by an individual issuer as part of the overall investment review process. This information is shared with the ESG team and is reported to investment professionals. In select situations, where practicable, we may partner with management in an effort to either improve the level of disclosure and/or performance of the ESG metrics.

An ESG committee, consisting of team members across the compliance, investment, External board program, DE&I and ESG functions, with oversight from Vista Public Strategies (VPS) leadership, will seek to meet quarterly, with the intent to oversee the management and application of responsible investment within our public equity investments.

Vista maintains a proxy voting policy, under which Vista may consider, among other factors, the impact of certain environmental or social factors on overall investment performance, when voting a proxy.  As a fiduciary, it is Vista’s policy to vote proxies in the best interests of its clients.

Transparency and Reporting

Through our commitment to the PRI, Vista plans to report on its responsible investment approach and performance each year. Beginning in 2023, this disclosure will be publicly available on the PRI website.

Vista utilizes a software platform to track private equity and permanent capital portfolio company ESG engagement. The ESG team seeks to report our progress and other data gathered from this platform to leadership and relevant stakeholders where feasible and appropriate.

This policy is subject to change and is intended to be reviewed periodically by Vista’s senior leadership. Further, this policy shall supersede and replace any prior Responsible Investment Policy and shall cover on a going forward basis, subject to the limitations discussed herein, Vista’s existing and future investments.