34
BOARD
Independence and Disclosure
The Chairman confirms the initial Board,
consisting of Messrs. Jonathan Bridel (resigned
31 December 2020), Stephen Smith (resigned
31 December 2021) and John Whittle, were
selected prior to the Company’s launch and
were able to assume all responsibilities at an
early stage, independent of the Investment
Manager and Investment Adviser. Shelagh
Mason was appointed as a non-executive
Director during 2020 and during this year,
Charlotte Denton and Gary Yardley were
appointed as non-executive Directors on
1 January 2021 and 6 September 2021,
respectively, in accordance with the Boards
Succession Planning Memorandum. The
appointment of Gary Yardley to the Board
during the second half of 2021 was considered
sufficient by the Board to allow Gary time to
get up to speed prior to Stephen Smith’s step
down from the Board as of 31 December 2021
and John Whittle’s retirement from the Board in
December 2023 (as detailed in the Chairman’s
Statement). The Board is composed entirely
of independent non-executive Directors, who
meet as required without the presence of the
Investment Manager or service providers to
scrutinise the achievement of agreed goals,
objectives and monitor performance. Through
the Audit Committee and the Management
Engagement Committee they are able to
ascertain the integrity of financial information
and confirm that all financial controls and risk
management systems are robust and analyse
the performance of the Investment Manager
and other service providers on a regular basis.
Following the annual performance evaluation,
it was deemed that the Directors had been
proven to challenge the Investment Manager
throughout the year under review, as minuted
and recorded, therefore for the purposes of
assessing compliance with the AIC Code, the
Board as a whole considers that each Director
is independent of the Investment Manager and
free from any business or other relationship
that could materially interfere with the exercise
of their independent judgment. If required,
the Board is able to access independent
professional advice. The Investment Manager is
also requested to declare any potential conflicts
surrounding votes, share dealing and soft
commissions on an annual basis to the Board
to help with the assessment of investments.
Open communication between the Investment
Manager and the Board is facilitated by regular
Board meetings, to which the Investment
Manager is invited to attend and update the
Board on the current status of the Company’s
investments, along with ad hoc meetings as
required.
Coming to mutual agreement on all decisions,
it was agreed that the Board had acted in the
best interests of the Company to the extent
that, if deemed appropriate, a Director would
abstain or have his objection noted, which
would be reflected within the minutes.
Similar to the process outlined above for
the appointment of the Chairman, a job
specification was prepared for each initial
directorship which included an assessment of
the time commitment anticipated for the role
to ensure each Director was aware of the time
commitment needed for the role. The Directors’
other significant business commitments
were disclosed to the Company prior to their
appointment to the Board and were publicly
disclosed in the Company’s Prospectus dated
28 November 2012. A similar process was
followed when the two new directors were
appointed to the Board this year as part of
the succession planning outlined above. Any
subsequent changes have been declared.
Certain of these commitments can be identified
in each Director’s biography. Details of the skills
and experience provided by each Director can
also be found in their biographies, alongside
identification of the role each Director currently
holds in the Company.
The terms and conditions of appointment for
non-executive Directors are outlined in their
letters of appointment and are available for
inspection by any person at the Company’s
registered office during normal business hours
and at the AGM for fifteen minutes prior to and
during the meeting. The letters of appointment
were reviewed in the prior year by an external
party and amended to ensure that they are in
line with current market standards.
There is no executive Director function in
the Company; all day-to-day functions are
outsourced to external service providers.
Development
The Board believes that the Company’s
Directors should develop their skills and
knowledge through participation at relevant
courses. The Chairman is responsible for
reviewing and discussing the training and
development of each Director according to
specific needs. Upon appointment, all Directors
participate in discussions with the Chairman
and other Directors to understand the
responsibilities of the Directors, in addition to
the Company’s business and procedures. The
Company also provides regular opportunities
for the Directors to obtain a thorough
understanding of the Company’s business
by regularly meeting members of the senior
management team from the Investment
Manager, Investment Adviser and other service
providers, both in person, by phone and through
virtual meetings.
Balance of the Board and Diversity Policy
It is perceived that the Board is well-balanced,
with a wide array of skills, experience and
knowledge that ensures it functions correctly
and that no single Director may dominate the
Board’s decisions. Appointing an additional
Director as part of the succession planning
ensures stability during any transition period.
The Board’s position on diversity can be seen
in the Strategic Report. All Directors currently
sit on all the Committees, with the exception
of the Chairman, who is not a member of
the Audit Committee; additionally, no single
Director fills more than one Committee
chairmanship post.
Annual Performance Evaluation
The Board’s balance is reviewed on a regular
basis as part of a performance evaluation
review. Using a pre-determined template
based on the AIC Code’s provisions as a basis
for review, the Board undertook an evaluation
of its performance, and in addition, an
evaluation focusing on individual commitment,
performance and contribution of each Director
was conducted. The Chairman then met
with each Director to fully understand their
views of the Company’s strengths and to
identify potential weaknesses. If appropriate,
new members are proposed to resolve
any perceived issues, or a resignation is
sought. Following discussions and review
of the Chairman’s evaluation by the other
Directors, the Management Engagement
Committee Chairman reviewed the Chairman’s
performance. Training and development
needs are identified as part of this process,
thereby ensuring that all Directors are able to
discharge their duties effectively.
Governance
Corporate Governance Statement