The Board recognises the importance of sound corporate governance, commensurate with the Company’s size and nature and the interests of its shareholders. The Board is therefore committed to maintaining high standards of corporate governance
Corporate Governance Statement of Compliance
As a Company, the share capital of which is listed on the premium segment of the Official List and trades on the premium segment of the London Stock Exchange’s main market, the Disclosure Guidance and Transparency Rules require the Company to: (i) make a corporate governance statement in its annual report and accounts based on the code to which it is subject, or with which it voluntarily complies; and (ii) describe its internal control and risk management arrangements.
The Board has considered the principles and provisions of the AIC Code of Corporate Governance published by the Association of Investment Companies (“the “AIC Code”). The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code, as well as setting out additional provisions on issues that are of specific relevance to listed investment companies. The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council provides more relevant information to Shareholders. The terms of the Financial Reporting Council’s endorsement mean that AIC members who report against the AIC Code meet fully their obligations under the UK Corporate Governance Code and the related disclosure requirements contained in the Listing Rules. The Company complies with the principles and provisions of the AIC Code.
Management Engagement Committee
The Committees’ terms of reference are available below:
Audit and Risk Committee
The Company’s Audit and Risk Committee consists of all of the Directors and is chaired by Mr Richard Howell.
The Audit and Risk Committee meets at least three times a year. The Board considers that the members of the Audit and Risk Committee have the requisite skills and experience to fulfil the responsibilities of the Audit and Risk Committee.
The Audit and Risk Committee examines the effectiveness of the Company’s risk management and internal control systems. It reviews the interim and annual reports and also receives information from the AIFM and the Investment Adviser. It also reviews the scope, results, cost effectiveness, independence and objectivity of the external auditor.
The Company’s Remuneration Committee consists of all of the Directors and is chaired by Mr Michael Taylor.
The Remuneration Committee will meet at least once a year or more often if required.
The Remuneration Committee’s main functions include: (i) agreeing the policy for the remuneration of the Directors and reviewing any proposed changes to the policy; (ii) reviewing and considering ad hoc payment to the Directors in relation to duties undertaken over and above normal business; and (iii) appointing independent professional remuneration advice.
The Company’s Nomination Committee consists of all of the Directors and is chaired by Dr. Sally Ann Forsyth.
The Nomination Committee will meet at least once a year or more often if required.
Its principal duties are to advise the Board on succession planning bearing in mind the balance of skills, knowledge and experience existing on the Board and makes recommendations to the Board in this regard. The Nomination Committee advises the Board on its balance of relevant skills, experience, gender, race, ages and length of service of the Directors serving on the Board. All appointments to the Board are and will be made in a formal and transparent matter.
Management Engagement Committee
In accordance with the AIC Code, the Company has established a Management Engagement Committee which is chaired by Mrs Claire Boyle and consists of all of the Directors.
The Management Engagement Committee meets at least once a year or more often if required.
Its principal duties are to (i) consider the terms of appointment of the AIFM, the Investment Adviser and other service providers; (ii) annually review those appointments and the terms of engagement; and (iii) monitor, evaluate and hold to account the performance of the AIFM, the Investment Adviser, the other service providers and their key personnel.
The Sustainability Committee consists of all of the Directors and is chaired by Dr. Sally Ann Forsyth.
It monitors progress against strategy targets which includes climate-related risk mitigation. This review forms the basis of a paper included in the quarterly Board meetings.
The Board will be given quarterly updates of our progress against our sustainability strategy at Board meetings.