About Us

• Overview of business
• Directors
• Governance

Corporate governance statement

Throughout the year ended 31 March 2007, the Directors have ensured that the Company has complied with the AIC Code of Corporate Governance, as far as is appropriate for the Company.

The Financial Reporting Council considers that members of the Association of Investment Companies (“AIC”) who follow the 2006 AIC Code of Corporate Governance (“AIC Code”), will thereby be meeting their obligations to comply with the Combined Code and report to shareholders accordingly.

The Company does not have a chief executive officer, but in appointing a management company the roles of chairman and chief executive officer are effectively separated.

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 Fenton chairs each of the Committees and will be present at the Annual General Meeting.

Audit Committee

The Audit Committee is comprised of Mr Fenton, 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, objectivity and effectiveness.

View the Terms of Reference of the Audit Committee (PDF 16KB)

Remuneration and Nomination Committee

The Remuneration and Nomination Committee comprises the entire Board.

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. The Board has appointed the Company Secretary, Capita Sinclair Henderson Limited, to provide advice when the Directors consider the level of Directors’ fees.

A majority of Committee members are deemed to be independent. This Committee met once during the year, at which each member of the Committee was present.

View the Terms of Reference of the Remuneration and Nomination Committee (PDF 17KB)

Management Engagement Committee

The Management Engagement Committee is comprised of Mr Fenton, 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 10KB)