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.
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.
The Takeover Code applies to the Company.