Corporate Governance

The Directors recognise the importance of sound corporate governance. The Company will comply with the AIC Code (save as indicated below) which complements the Corporate Governance Code and provides a framework of best practice for listed investment companies. The Board has considered the principles and provisions of the AIC Code. The AIC Code addresses the principles and provisions set out in the Corporate Governance Code, as well as setting out additional principles and provisions on issues that are of specific relevance to listed investment companies. The Board considers that reporting against the principles and recommendations of the AIC Code will provide better information to Shareholders. The Corporate Governance Code includes provisions relating to the need for an internal audit function. It is acknowledged in the Corporate Governance Code that some of its provisions may not be relevant to investment companies (such as the Company). The Board does not consider that the provisions relating to an internal audit function to be relevant to the Company. The Company will therefore not comply with this provision. 

The Company’s website at sets out full details of the Company’s corporate governance policies

Board Members’ Responsibilities

The Board meet at least four times a year to, amongst other things, review and assess the Company’s investing policy and strategy, the risk profile of the Company, the Company’s investment performance, and the performance of the Company’s service providers. 

The Board comprise six directors, of which two are executive and four non-executive. All of the non-executive directors are deemed to be independent, with one of the non-executive directors serving as the Senior Independent Director. 

The Board has an Audit and Risk Committee, a Remuneration Committee and a Nominations Committee, with formally delegated duties and responsibilities as described below. 

Audit and Risk Committee

The Audit and Risk Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The Audit and Risk Committee will be responsible for compliance with Disclosure Guidance and the Transparency Rules of the Financial Conduct Authority, and other legal requirements. The Audit and Risk Committee will continue to monitor the need for an internal audit function. The Audit and Risk Committee comprises Malcolm Gillies, who acts as chair, and Colin Willis and Julian Baines. The Audit and Risk Committee meets at least two times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit and Risk Committee also meets with the Company’s external auditors. 

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the Investment Team. The remuneration of non-executive directors is a matter for the Chairman and the CEO. No Director is involved in any decision as to his or her own remuneration. The Remuneration Committee comprises Colin Willis, who acts as chair, Malcolm Gillies, and Nigel Rudd. The Remuneration Committee meets at least twice a year and otherwise as required. 

Nominations Committee

The Nominations Committee is responsible for identifying and nominating members of the Board, and in the case of the Board recommending directors to be appointed to each committee of the Board and the chair of each such committee. The Nominations Committee also arranges for evaluation of the Board. The Nominations Committee comprises Nigel Rudd, who acts as chair, Malcolm Gillies and Colin Willis. The Nominations Committee meets at least once per year and otherwise as required. 

Matters reserved for the Board

The Company has adopted a policy regarding matters reserved for the full Board. Such matters include but are not limited to: 

• Board appointments or removals, following recommendations from the Nominations Committee; 

• The approval of any material changes to the Company’s investing policy (subject to shareholder approval); 

• Approval of any change to dividend policy; 

• Approval of all investments made by the Company; 

• The appointment of directors to specified offices of the Board (including the Chair and Senior Independent Director); 

• Contracts not in the ordinary course of business; 

• Approval of yearly proposals regarding the funding of the Company (and any material amendments to such proposals); and 

• Approval of any matter relating to litigation considered by the Board to be material to the Company.