PREAMBLE: As part of the increased focus on preventing aggressive tax planning and achieving increased transparency in the area of tax, Sunstone has formulated this tax policy based on the principles set out in the DVCA Responsible Tax Code for Investing members of the DVCA.
1.1. Sunstone undertakes to use its best efforts to act in accordance with the DVCA Responsible Tax Code.
1.2. Sunstone undertakes to use its best efforts to ensure compliance with applicable tax law and regulations within the jurisdictions where it invests and/or operates. Further, Sunstone undertakes to use its best efforts to ensure that this obligation equally applies to the portfolio companies held by or invested in by us.
2. Tax Planning
2.1. Sunstone does not condone aggressive tax planning. Sunstone defines aggressive tax planning as exploitation of technicalities in any given tax regime or as exploitation of inconsistencies between tax regimes (“rule arbitrage”) to artificially reduce tax liability.
2.2. Irrespective of the above, Sunstone will still structure its business in tax optimal ways as long as this is guided by commercial considerations. By way of example, Sunstone views it to be an acceptable goal to ensure that the same investment return is not taxed more than once. Within these parameters this can for example take the form of (the list is not exhaustive):
a. General use of holding companies (not falling within section 2.3.(a) below).
b. General use of available double taxation treaties where the business substance justifies the use of a specific double taxation treaty.
c. General use of current and historic tax losses to reduce taxable income.
d. General use of debt financing (not falling within section 2.3. below).
e. Use of hybrid entities for non-aggressive tax planning (e.g., managing tax filing obligations).
f. Use of local tax incentive schemes generally available such as depreciation and/or tax credits.
2.3. Sunstone undertakes to use its best efforts not to engage in aggressive tax planning or any tax structuring, which conflicts with applicable tax law or its intentions, hereunder general anti-tax avoidance rules or
conflicts with the examples/principles listed below:
a. Abuse of tax treaties, where holding companies, which do not satisfy the OECD Principal Purpose
Test, are used for the sole or main purpose of reducing or avoiding withholding tax.
b. Transfer pricing planning where risks and income are artificially shifted to low-tax countries.
c. Use of financial instruments for aggressive tax planning.
d. Use of hybrid entities for purposes of aggressive tax planning.
e. Use of highly leveraged acquisition structures in jurisdictions without general interest limitation rules in with the aim of reducing taxable income not in line with OECD- and EU-principles.
3. Domiciliation of holding companies
3.1. To the extent Sunstone would use holding companies in connection with their investments, the starting point for Sunstone is the use of domestic (relative to the Portfolio Company in question) holding companies (e.g. use of a Danish holding company for a Danish Portfolio Company).
3.2. For some investments, the use of a non-domestic holding company could be desirable from a commercial point for view and thus Sunstone may use a non-domestic holding company in these situations, if it can show the commercial rationale for the choice of domiciliation and can provide reasonable documentation for that no tax avoidance or aggressive tax planning (as set forward in section 2.3.a. above) is part of the choice of domiciliation.
3.3. Sunstone undertakes to ensure that it does not make use of intermediary holding companies incorporated or tax resident in blacklisted jurisdictions with reference to section 4.1.a. and 4.1.b. below.
4. Blacklisted jurisdictions
4.1. Sunstone undertakes to ensure that it does not make investments in portfolio companies incorporated or tax resident in:
a. Jurisdictions that are listed as not completing the OECD’s Global Forum on Transparency and Exchange of Information for Tax Purposes peer review process or which have completed the process but are deemed “not compliant” at the time of the investment, or
b. Jurisdictions listed on the EU’s list of non-cooperative tax jurisdictions at the time of the investment.
5. Handling of Tax and related Risks
5.1. Upon establishment of the structure, Sunstone undertakes to use reasonable best efforts to ensure that the structure is compliant with applicable tax rules and the structuring advice shall contain a statement to this effect.
In case of investments in countries that are not members of EU, EEA and/or OECD, Sunstone undertakes to use its reasonable best efforts to use a reputable independent tax advisor for tax reporting/compliance or review of tax reporting/compliance.
Further, Sunstone undertakes to fully disclosure facts and circumstances to tax authorities when requested to do so.
6. Mandatory Disclosure and Exchange of Cross-border Tax Arrangements (DAC6)
6.1. Sunstone undertakes to use its best reasonable efforts to comply with the requirements under the mandatory automatic exchange of information rules contained in European Council Directive (EU) 2018/822 (the “MDR Directive” and an “MDR Directive Obligation” as applicable) with respect to all investments/transactions of Sunstone.
Sunstone Life Science Ventures A/S
Copenhagen, 15 October 2019