Corporate Governance

Statement of Compliance with the AIC Code, as published in February 2019

The Company, and its wholly-owned subsidiaries, is committed to complying with the corporate governance obligations which apply to Guernsey registered companies. As a Guernsey incorporated investment company and under the DGTRs of the UK’s FCA the Company is not required to comply with the UK Code.

However, the Board places a high degree of importance on ensuring that high standards of corporate governance are maintained and has considered the principles and provisions of the AIC Code, which addresses all of those principles and provisions set out in the UK Code, as well as setting out additional principles and provisions on issues that are of specific relevance to investment companies. The Board considers that reporting in accordance with the principles and provisions of the AIC Code provides more relevant and comprehensive information to Shareholders.

A copy of the AIC Code is available on the AIC website at Corporate Governance Feb 19

For the reasons set out in the introduction to the AIC Code, the Board has considered that the role of the chief executive and executive directors’ remuneration are not relevant to the position of the Company and has therefore not reported further in respect of these matters.

Having reviewed the AIC Code, the Board considers that it has maintained procedures during the financial year under review to ensure that it has complied with the AIC Code. Since the Board is comprised entirely of non-executive directors, it has chosen not to form any committees other than an Audit Committee and a Dividend Committee, and the responsibilities of all other committees envisaged by the AIC Code are fulfilled directly by the Board.

Board Composition

The Board comprises six directors, their biographies appear the website demonstrating the wide range of skills and experience they each bring to the Board. All the Directors are non-executive and, for the purpose of provision 13 of the AIC Code, five are considered to be independent, with the Chairman being independent from appointment. As part of their examination of the independence of the Board, the Board has concluded that the five directors who served throughout the year remain independent under the principles of the AIC Code with the exception of Tom Sharp.

Robin Hallam is the Chairman.

David Gelber is the SID. As the appointed SID, Mr Gelber provides a sounding board to the Chairman and serves as an intermediary for Shareholders. Mr Gelber also leads on the evaluation of the performance of the Chairman.

With the exception of Steve Le Page, the directors have no other directorships or employments, none of the Directors hold employment  in any other public companies nor do any of the Directors hold cross-directorships or have significant links with each other through involvement in any other companies or bodies.

Tenure

The Board notes that provision 23 of the AIC Code expects all directors to be subject to annual re-election. However, the Company’s Articles require that all directors who held office at the two preceding annual general meetings of the Company and did not retire from office at either of those meetings shall retire from office and shall be eligible for re-election at the same meeting. The Board considers that the annual re-election of all the Directors would be disruptive to the Company for continuity purposes and therefore the Directors will continue to be re-elected in accordance with the Company’s Articles.

The Board will consider the tenure of all directors, including the chairman, once any director has been appointed to the Board for a continuous period of nine years.

Directors are able and encouraged to provide statements to the Board of their concerns and ensure that any items of concern are recorded in the Board minutes. The Chairman also encourages all directors to present their view on matters in an open forum.

Board Evaluation

In February 2023 the Board completed a self-evaluation and concluded that its performance was still adequate and professional and that no corporate governance concerns existed.  This conclusion was in line with that of the most recent external performance evaluation in December 2020. The Board will consider appointing external facilitators again in future years.

Board Meetings

The Board meets in Guernsey at least four times per year to consider the business and affairs of the Group for the previous quarter and the outlook for the coming quarter and beyond, at which meetings the Directors review the Group’s assets and all other important issues to ensure control is maintained. At two of these meetings the Board considers and, if deemed appropriate, approves the Group’s published financial statements.

Between these regular meetings, the Board keeps in contact by email, telephone and video conference as well as meeting to consider specific matters of a transactional nature. Additionally, the Directors hold strategy meetings with relevant advisers as appropriate.

The Directors are kept fully informed by the Asset Manager, of all matters concerning the Assets and their financial arrangements and by the Secretary of all matters that are relevant to the business of the Group and which should be brought to the attention of the Directors and / or Shareholders. All Directors have direct access to the Secretary who is responsible for ensuring that Board procedures are followed and that there are effective information flows both within the Board and between the Board and its Asset Manager.

The Directors also have access to the advice and services of the Corporate Broker as required. The directors may also, in the furtherance of their duties, take independent professional advice at the Group’s expense.

No fixed time commitment for Board duties has been set in the director’s letters of appointment, as the Board considers that the time required by directors may vary depending on the demands of the Group and any other events. Therefore, it is required that each director allocates sufficient time to the Group to perform their duties effectively. It is also expected that each director will attend all Board meetings and meetings of committees of which they are a member. The Chairman has confirmed that he considers the performance of each director to be satisfactory and that each director demonstrates continued commitment to their role.

The Board was equally satisfied during the year under review that the Chairman had the commitment to his role and the time to make himself available at short notice when the need arose.

Board Committees

The Board has considered the establishment of a remuneration committee as set out in provision 37 of the AIC Code, a management engagement committee as set out in provision 17 of the AIC Code, and a nomination committee as set out in provision 22 of the AIC Code.

The Board has concluded that, given the small size of the exclusively non-executive Board, the Company has no requirement for these committees and instead, the full Board performs these functions.

The Board has established an Audit Committee and a Dividend Committee. Details of the activities of each of these committees are set out below.

Audit Committee

As at the financial year end, the members of the Audit Committee were Laurence Barron, David Gelber, Mary Gavigan and Steve Le Page. The Audit Committee has regard to the Guidance on Audit Committees published by the FRC in September 2012 and most recently updated in April 2016. The Audit Committee examines the effectiveness of the Group’s and its service providers’ internal control systems as appropriate, the annual and half-yearly reports and financial statements, the auditor’s remuneration and engagement, as well as the auditor’s independence.

The Audit Committee considers the nature, scope and results of the auditor’s work and reviews it annually prior to providing a recommendation to the Board on the reappointment or removal of the auditor. When evaluating the external auditor, the Audit Committee has regard to a variety of criteria including industry experience, independence, reasonableness of audit plan, ability to deliver constructive criticism, effectiveness of communication with Board and the Group’s service providers, quality control procedures, effectiveness of audit process and added value beyond assurance.

Auditor independence is maintained through limiting non-audit services to specific audit-related work that falls within defined categories; for example, the provision of advice on the application of IFRS or formal reports for any Stock Exchange purpose. All engagements with the auditor are subject to pre-approval from the Audit Committee and fully disclosed within the consolidated annual financial report for the relevant period. KPMG Ireland, which was reappointed as auditor at the 2022 AGM, tendered its resignation from that role on 23 May 2023, but has confirmed that there are no circumstances connected to its resignation which should be brought to the attention of the Board or Shareholders. KPMG Channel Islands Limited indicated its willingness to assume the role of auditor. Accordingly, the Audit Committee recommended that the Board accept the resignation of KPMG Ireland and the appointment of KPMG Channel Islands Limited to fill the vacancy arising. The Board duly accepted these recommendations at a meeting held on 19 June 2023, and a resolution proposing the appointment of KPMG Channel Islands Limited will be submitted at the forthcoming annual general meeting to be held pursuant to section 199 of the Law. The Audit Committee ensures the auditor has appropriate internal mechanisms in place to ensure its independence.

The Audit Committee has recommended to the Board that the appointment of KPMG Chanel Islands Limited as the Company’s external auditor be proposed to Shareholders at the 2023 annual general meeting.  The Audit Committee will, if appropriate, consider arranging for the external audit contract to be tendered in 2028 (being 10 years from the initial appointment of KPMG as auditor) with the aim of ensuring a high quality and effective audit.

The Audit Committee meets in Guernsey at least twice a year, shortly before the Board meets to consider the Group’s half-yearly and annual financial reports and reports to the Board with its deliberations and recommendations and also holds an annual audit planning discussion with the auditor. The ultimate responsibility for reviewing and approving the half-yearly and the annual financial report remains with the Board.

The Audit Committee also operates within clearly defined terms of reference based on the Institute of Chartered Secretaries and Administrators recommended terms and provides a forum through which the Group’s external auditor reports to the Board. The Audit Committee can request information from the Company’s service providers with the majority of information being directly sourced from the Asset Manager, Secretary and Administrator and the external auditor. The terms of reference of the Audit Committee are available on the Company’s website and on request from the Secretary.  

Each year, for good governance, the full Board examines the Audit Committee’s performance and effectiveness, and ensures that its tasks and processes remain appropriate. Key areas covered include the clarity of the committee’s role and responsibilities, the balance of skills among its members and the effectiveness of reporting its work to the Board. The Board is satisfied that all members of the Audit Committee have relevant financial experience and knowledge and ensure that such knowledge remains up to date. Overall the Board considers that the Audit Committee has the right composition in terms of expertise and has effectively undertaken its activities and reported them to the Board during the year.

Dividend Committee

The Dividend Committee consists of any one director, who has been given full power and authority to consider and, if thought suitable, declare and approve the payment of a dividend in accordance with the Company’s distribution policy as set out on the website; subject to no other director having raised an objection to the declaration of such a dividend.

Bribery

The Directors have undertaken to operate the business in an honest and ethical manner and accordingly take a zero-tolerance approach to bribery and corruption. The key components of this approach are implemented as follows:

• the Board is committed to acting professionally, fairly and with integrity in all its business dealings and relationships;
• the Group will implement and enforce effective procedures to counter bribery; and
• the Group requires all its service providers and advisers to adopt equivalent or similar principles.

Data Protection

The Group has implemented measures designed to ensure its compliance with the EU General Data Protection Regulation (EU) 2016/679 and associated legislation in Guernsey and in other jurisdictions. The Company has also issued a privacy notice explaining the data it holds, how the data is processed and its procedures. This notice is available for review and download at the Company’s website.

Dialogue with Shareholders

All Shareholders have the right to receive notice of, and attend, general meetings of the Company, at which one or more members of the Board will be available to discuss issues affecting the Group.

The Company reports on the number of votes lodged on each resolution proposed at an AGM. This information is published via a regulatory information service and on the Company’s website immediately following the AGM.

The primary responsibility for Shareholder relations lies with the Board which has delegated this role to the Company’s Corporate Broker. The Corporate Broker has met with the Company’s Shareholders to discuss the Company and seek feedback for the benefit of the Board and will continue to meet with Shareholders on a periodic basis or when there is significant information pertaining to the Company which needs to be discussed with Shareholders. In addition, the Directors are available to enter into dialogue with Shareholders by telephone or email and the Chairman is always willing to meet Shareholders, as the Company believes such communication to be important. Shareholders also have the opportunity to address questions to the Chairman and the Audit Committee at the Company’s annual general meeting.

The Board reviews the Company’s Share register at every Board meeting to monitor the Company’s Shareholder profile and seeks to ensure that information is presented to Shareholders in a fair, balanced and understandable manner. The Board would also take action to address any Shareholder concerns raised with it. The Company provides regular updates to Shareholders through factsheets, webinars and annual and half-yearly financial reports.

The Directors can also be contacted by Shareholders via correspondence sent to the Group’s registered office, or via the Secretary if they have any concerns.