Corporate governance statement
Throughout the year ended 31 March 2010, the Board has taken steps to adhere to the principles of good corporate governance as set out in the 2008 Combined Code of Corporate Governance.
As an investment trust, the Company has also taken into account the principles and recommendations of the published Code on Corporate Governance by the Association of Investment Companies (the 'AIC Code'), by reference to the AIC Corporate Guide for Investment Companies (the 'AIC Guide'), published in March 2009 which is intended as a framework of best practice specifically for investment trust companies.
Committees of the Board
The Board has appointed a number of Committees, as set out below, to assist its operations. Each Committee’s delegated responsibilities are clearly defined in formal terms of reference, which are also available below. Mr. Bates chairs the Audit Committee, with Mr. Fenton chairing the remaining Committees. Both will be present at the Annual General Meetings.
Audit Committee
The Audit Committee is comprised of Mr Fenton, Mrs Mackesy, Mr Vanderfelt, Mr Barker and Mr Bates all of whom are deemed to be independent non-executive Directors. The Committee provides a forum through which the Company’s external Auditors report to the Board of Directors, makes recommendations to the Board on the remuneration and terms of appointment of the Auditors, and monitors the Auditors’ independence.
View the Terms of Reference of the Audit Committee (PDF 23KB)
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is comprised of all independent Directors.
The Committee monitors Board balance, considers new appointments with a view to making recommendations to the Board and keeps under review the policy for remuneration.
This Committee met once during the year and all members of the Committee attended this meeting.
View the Terms of Reference of the Remuneration and Nomination Committee (PDF 21KB)
Management Engagement Committee
The Management Engagement Committee is comprised of Mr Fenton, Mrs Mackesy, Mr Vanderfelt, Mr Barker and Mr Bates all of whom are deemed to be independent non-executive Directors. The Committee is responsible for reviewing the terms of the Management Agreement to assess the continuing appointment of the Manager.
View the Terms of Reference of the Management Engagement Committee (PDF 12KB)