Important Information

The material contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to U.S. persons or in or into the United States, Canada, Japan, Australia or the Republic of South Africa or in any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

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Corporate Governance

Under the leadership of the Board the Company’s success is based upon the effective implementation of its strategy by third-party advisers. The Board and third-party advisers work closely to ensure the highest standards of governance are maintained by the Company and are central to every Board decision.

Investors

The Board applies the Principles and Provisions of the UK Corporate Governance Code (“UK Code”), issued by the Financial Reporting Council in July 2018. The Company’s corporate governance is set out in the Company’s Annual Report. The Schedule of Matters Reserved for the Board, is also available from the Documents Archive. The Terms of Reference of the Board Committees are available below.

Board Committees

The Company has two committees, the Audit Committee and the Management Engagement Committee. Given the structure and size of the Board, the Board does not consider it necessary to appoint a separate Nomination or Renumeration Committee.

The Committees’ delegated responsibilities are clearly defined in formal terms of reference, which are available to download below.

Audit Committee

Role of the Committee

The Committee assists the Board in discharging its responsibilities with regard to financial reporting, external audit and internal controls, including:

  1. monitoring the integrity of the financial statements of the Group, including its annual and half-yearly reports and reviewing significant financial reporting issues and the judgements which they contain;
  2. keeping under review the adequacy and effectiveness of the Group’s risk management and internal control systems and reviewing and approving the statements to be included in the annual report concerning risk management and internal controls, going concern and the annual viability statement;
  3. making recommendations to the Board in relation to the appointment/re-appointment or removal of the auditor and approving its remuneration and terms of engagement;
  4. reviewing and monitoring the auditor’s independence, objectivity and effectiveness; and
  5. approving any non-audit services to be provided by the auditor and monitoring the level of fees payable in that respect.

Committee Members

Stephanie Eastment (Chair of Committee), Simon Bennett and Adam C Smith

Audit Committee Terms of Reference
Report of the Audit Committee 2023

Management Engagement Committee

Role of the Committee

The Committee is responsible for reviewing the appropriateness of the continuing appointment of the AIFM and Investment Adviser and ensuring the terms and conditions of the AIFM and Investment Adviser’s continuing appointment align with the Investment Policy and Investment Objective of the Group.

Committee Members

Adam C Smith (Chair of Committee), Simon Bennett and Stephanie Eastment

Management Engagement Committee Terms of Reference
Report of the Management Engagement Committee 2023

Directors’ Share Dealings

The Company has adopted a share dealing code in compliance with MAR and the listing rules made by the UK Listing Authority pursuant to Part VI of the FSMA. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the share dealing code by the Directors.