Governance overview

The Directors recognise the value of the Code of Corporate Governance produced by the Association of Investment Companies (AIC) and have taken appropriate measures to ensure that the Company complies, so far as is possible given the Company’s size and nature of business, with the AIC Code. Save as set out below, the Company currently complies, and will continue to comply, with the AIC Code and associated disclosure requirements of the Listing Rules.

There is no chief executive or senior independent director within the Company, which means that the Company cannot comply with Principle 1 of the AIC Code. As an investment company, all the Directors are non-executive and the Company has no employees. Accordingly, Principle 1 of the AIC Code is not relevant to the Company. The Company does not have a senior independent director because all of its Directors are non-executive and the Company has a Chairman. The Company does not have a nomination committee or a remuneration committee and, as such, cannot comply with Principles 5 or 9 of the AIC Code. The Company does not have a nomination committee or a remuneration committee because all of the Directors are non-executive. There are no other instances of non-compliance with the AIC by the Company.

Audit Committee

The Company’s Audit Committee meets formally at least twice a year for the purpose of considering the appointment, independence and remuneration of the auditor and to review the Company’s annual and bi-annual financial reports. Where audit-related and/or non-audit services are to be provided by the auditors, full consideration of the financial and other implications on the independence of the auditors arising from any such engagement will be considered before proceeding. Mark Tucker acts as chairman of the Audit Committee.

The chairmanship of the Audit Committee and each Director’s performance is reviewed annually by the Chairman and the performance of the Chairman will be assessed by the other Directors.

Directors’ Share Dealings

The Directors have adopted a code of directors’ dealings in shares, which is based on the Model Code for directors’ dealings contained in the Listing Rules. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors.

Takeover Code

The Takeover Code applies to the Company.

 

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These written materials are not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, South Africa or Japan or to US Persons as defined in Regulation S under the US Securities Act (“US Persons”). The information contained herein does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the “Investment Company Act”) and, as such, holders of the Company’s securities will not be entitled to the benefits of the Investment Company Act. The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, US persons absent registration or an exemption from registration under the US Securities Act in a manner that would not require the Company to register under the US Investment Company Act 1940. No public offering of securities will be made in the United States. No securities may be offered or sold, directly or indirectly, into the United States to US persons absent registration or an exemption from registration under the US Securities Act and in a manner that would not require the Company to register under the US Investment Company Act of 1940.

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