• Terms of Reference

    Nomination Committee

    Constitution

    The Board has established a Committee of the Board to be known as the Nomination Committee.

    Membership

    The Nomination Committee shall, until otherwise determined by the Board, consist of all members of the Board. A majority of the Committee should be independent of the Investment Manager and a quorum shall be two members.

    The Chairman of the Nomination Committee shall be appointed by the Board.

    Meetings

    The Nomination Committee shall meet at least once a year.

    The Company Secretary shall be appointed as Secretary of the Committee.

    Authority

    The Nomination Committee is authorised by the Board to investigate any activity within its terms of reference. The Nomination Committee is authorised to obtain outside legal or other independent professional advice where necessary.

    Duties

    The duties of the Nomination Committee are:

    • To be responsible for reviewing and nominating candidates for the approval of the Board to fill vacancies on the Board of Directors.
    • To consider and review the composition and balance of the Board from time to time and, where appropriate, to make recommendations to the Board.
    • To review the re-appointment of Directors, as they fall due for re-election, under the terms of their appointment and the AIC Code of Corporate Governance and the UK Corporate Governance Code of the UK Listing Authority, and to make recommendations to the Board as considered appropriate.
    • To consider other topics, as defined by the Board.

    Reporting Procedures

    The Secretary shall circulate the minutes of meetings of the Nomination Committee to all members of the Board at the next Board meeting following a Nomination Committee meeting.

    Membership: J P Williams (Chairman); M C Ginman; S E Hansen; T F Mahony; R E Talbut

     

    Engagement and Remuneration Committee

    Constitution

    The Board has established a Committee of the Board to be known as the Engagement and Remuneration Committee.

    Membership

    The Engagement and Remuneration Committee shall be appointed by the Board from amongst the independent non-executive directors of the Company. A quorum shall be two members.

    The Chairman of the Engagement and Remuneration Committee shall be appointed by the Board.

    Meetings

    The Engagement and Remuneration Committee shall meet at least once a year.

    Authority

    The Engagement and Remuneration Committee is authorised by the Board to advise on any activity within its terms of reference. The Engagement and Remuneration Committee is authorised to obtain independent professional advice where necessary.

    Duties

    The duties of the Engagement and Remuneration Committee are to review the terms and conditions of the appointment of the Investment Manager, the Manager and the Company’s other principal service provisions and to review the terms and conditions of the Directors’ appointment.

    Reporting Procedures

    The Company Secretary shall circulate the minutes of meetings of the Engagement and Remuneration Committee to all members of the Board.

    Membership: J P Williams (Chairman); M C Ginman; S E Hansen; T F Mahony; R E Talbut

     

    Audit Committee

    Constitution

    The Board resolves to establish a Committee of the Board to be known as the Audit Committee.

    Membership

    The Audit Committee shall be appointed by the Board from amongst the independent non-executive directors of the Company. It shall consist of not less than three members. At least one member of the Audit Committee shall have recent and relevant financial experience. A quorum shall be two members.

    The Chairman of the Audit Committee shall be appointed by the Board.

    Meetings

    The Audit Committee shall meet at least twice a year. The Audit Committee shall have the opportunity to meet the auditors, without management being present. Other Board members shall have the right of attendance. The auditors may request a meeting if they consider that one is necessary.

    The Company Secretary shall be appointed as Secretary of the Committee.

    Authority

    The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. The Audit Committee is authorised to obtain outside legal or other independent professional advice where necessary.

    Duties

    The duties of the Audit Committee are:

    • To make recommendations to the Board, for it to put to the shareholders for their approval in general meeting, in relation to the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor.
    • To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements.
    • To develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.
    • To monitor the integrity of the annual and half-year financial statements before submission to the Board, and any formal announcements relating to the Company’s financial performance, focusing particularly on:
      • any changes in accounting principles, policies and practices;
      • major judgmental areas;
      • significant adjustments resulting from audit;
      • the going concern assumption;
      • compliance with accounting standards and all relevant statutory requirements;
      • compliance with the UK Listing Authority.
       
    • To discuss problems and reservations arising from the interim reviews and final audits, and any matters the auditors may wish to discuss (in the absence of management where necessary).
    • To review reports from the auditors including the auditors’ report to the Board.
    • To review the Management Company’s statement on internal control systems prior to endorsement by the Board; and in particular, to review:
    • the procedures for identifying business risks and controlling their impact on the Company;
    • the Company’s policies for preventing or detecting fraud;
    • the Company’s policies for ensuring that it complies with relevant regulatory and legal requirements;
    • the Managers’ report on its internal control systems and other service providers on their internal control systems.
    • To consider annually whether there is a need for an internal audit function specific to the Company.
    • To review, on an annual basis, the anti-bribery and corruption policies put in place by the Company itself and also by its principal service providers.
    • To consider other topics, as defined by the Board.

    Reporting Procedures

    The Secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Board in advance of the next Board Meeting.

    The work of the Audit Committee in discharging its responsibilities shall be disclosed in the Company’s Annual Report.

    The Chairman of the Audit Committee shall attend the AGM and answer questions through the Chairman of the Board, on the Audit Committee’s activities and responsibilities.

    Membership: M C Ginman (Chairman); S E Hansen; T F Mahony; J P Williams; R E Talbut

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