The Board has considered the principles and recommendations of the AIC Code. The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company as an investment company. The Board considers that reporting against the principles and provisions of the AIC Code will provide better information to Shareholders.
The Financial Reporting Council (“FRC”), the UK’s independent regulator for corporate reporting and governance responsible for the UK Corporate Governance Code, has endorsed the AIC Code. The terms of the FRC’s endorsement mean that AIC members who report against the AIC Code meet fully their obligations under the UK Corporate Governance Code and the related disclosure requirements contained in the Listing Rules.
The Company’s Audit Committee is chaired by Christina McComb, consists of all the Directors and will meet at least twice a year. The Board considers that the members of the Audit Committee have the requisite skills and experience to fulfil the responsibilities of the Audit Committee. The Audit Committee will examine the effectiveness of the Company’s risk management and internal control systems. It will review the half-yearly and annual reports and receive information from the AIFM. It will also review the scope, results, cost effectiveness, independence and objectivity of the external auditor.
Management Engagement Committee
In accordance with the AIC Code, the Company has established a Management Engagement Committee which is chaired by Will Whitehorn and consists of all the Directors. The Management Engagement Committee will meet at least once a year or more often if required. Its principal duties are to consider the terms of appointment of the AIFM and the Company’s other service providers and to annually review these appointments, including the terms of the Investment Management Agreement.
Remuneration and Nomination Committee
The Company has also established a Remuneration and Nomination Committee which consists of all of the Directors. Sue Inglis will act as chair of the Remuneration and Nomination Committee. The Remuneration and Nomination Committee will meet not less than once a year and will have responsibility for considering the remuneration of the Directors, identifying individuals qualified to become Board members and selecting the director nominees for election at general meetings of Shareholders or for appointment to fill vacancies, determining director nominees for each committee of the Board and considering the appropriate composition of the Board and its committees.