The Board has considered the principles and recommendations of the AIC Code by reference to the AIC Guide. The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the Combined Code), will provide better information to shareholders.
The Company complies with the recommendations of the AIC Code and the relevant provisions of Section 1 of the Combined Code, except as set out below:
- the separation of the roles of the Chief Executive and Chairman as all the Directors are non-executive;
- the need for an internal audit function as the Manager, overseen by the Board is responsible for monitoring all accounting and control operations, whether outsourced or otherwise;
- as all the Directors are independent and non–executive, the functions of the Nomination and the Remuneration Committees will be undertaken by the full Board, under the chairmanship of the Chairman of the Board; and the functions of the Audit and Management Engagement Committees will also be undertaken by all the directors siting as the committee but under the chairmanship of a Director other than the Chairman of the Board;
- the Company does not have a policy on length of service for directors due to its expected seven year life; and
- due to the structure of the Board it is considered unnecessary to identify a senior non-executive Director.
The Company’s Audit Committee is chaired by Joanne Elliott and consists of all the Directors and meets at least three times a year. The Board considers that the members of the Audit Committee have the requisite skills and experience to fulfil the responsibilities of the Audit Committee.
In accordance with the AIC Code the Company has established a Management Engagement Committee which is chaired by Katrina Hart and also consists of all the directors. The Management Engagement Committee will meet at least once a year or more often if required.
The Board of Directors comprises of three independent directors and it will meet at least four times a year and more often if required. A list of matters has been reserved for decision by the Board and a procedure established for the taking of independent professional advice.
The terms of appointment of the Directors are available for inspection at the Registered Office of the company during normal business hours and at the AGM.