The Board has established a Committee of the Board to be known as the Nomination Committee.
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.
The Nomination Committee shall meet at least once a year.
The Company Secretary shall be appointed as Secretary of the Committee.
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.
The duties of the Nomination Committee are:
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: S E Hansen (Chairman), M C Ginman, S E Hansen, T F Mahony, R E Talbut, J P Williams
The Board has established a Committee of the Board to be known as the Engagement and Remuneration Committee.
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.
The Engagement and Remuneration Committee shall meet at least once a year.
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.
The duties of the Engagement and Remuneration Committee are:
To review the terms and conditions of the appointment of the Investment Manager and the Manager (including the level and method of remuneration and the notice period) and also the Company’s other principal service providers, to ensure they are competitive and in the interests of shareholders.
To review the terms and conditions of the Directors’ appointments.
To review and recommend for approval by the Board the Directors’ remuneration policy.
To be responsible for the selection, appointment and setting of the terms of reference for any remuneration consultants who advise the Committee.
To make proposals to the Board on any matter within its remit.
The Company Secretary shall circulate the minutes of meetings of the Engagement and Remuneration Committee to all members of the Board.
The Committee Chair shall report to the Board on its proceedings after each meeting.
The Committee shall make a statement in the Annual Report about its activities, decisions and the rationale for those decisions.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference, ensuring it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
Membership: S E Hansen (Chair), M C Ginman, T F Mahony, R E Talbut, J P Williams
The Board resolves to establish a Committee of the Board to be known as the Audit Committee (the “Committee”).
The Committee shall be appointed by the Board and shall comprise the independent non-executive directors of the Company. The Committee as a whole should have competence relevant to the investment trust sector. At least one member of the Committee shall have significant, recent and relevant financial experience and competence in accounting and/or auditing. A quorum shall be three members.
The Chair of the Board may be a member of the Committee if s/he was independent on appointment but may not act as Chair of the Committee. If the Chair of the Board is a member of the Committee, the Committee will explain why it believes this is appropriate in the Annual Report.
The Chair of the Committee shall be appointed by the Board.
The Committee shall meet at least three times a year, and where appropriate should coincide with key dates in the Company’s financial reporting cycle. The Committee shall have the opportunity to meet the Company’s external auditor, without representatives from the Investment Manager and the Company Secretary being present. The external auditor may request a meeting if they consider that one is necessary.
The Company Secretary shall be appointed as Secretary of the Committee.
The Committee is authorised by the Board to:
The Committee shall annually evaluate its own performance, constitution and terms and make any necessary recommendations for change to the Board, to ensure the continued maximum effectiveness of the Committee.
The Committee to carry out the following:
The Committee shall:
The Board has ultimate responsibility for the risk management and internal control systems and the Committee assists the Board in discharging this responsibility. The Committee will review the controls in place to manage these risks by the utilisation of a Risk Map through which the Company’s and its suppliers’ internal controls can be robustly reviewed and monitored via the Company Secretary where appropriate throughout the financial year.
The Committee shall:
The Committee shall review the internal controls reports provided by the Company’s other principal service providers.
The Committee will:
The Committee shall monitor and review annually the need for an internal audit function in the context of the Company’s overall risk management system, make an appropriate recommendation to the Board and where applicable ensure that the reasons for the absence of such a function are explained in the relevant section of the Annual Report. The Committee shall consider the other processes needed to provide assurance that the internal controls are functioning as intended and the effectiveness of such other processes.
The Committee shall 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:
The Committee shall review and challenge where necessary:
The Company Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee in advance of the next Committee Meeting. Copies of the minutes will also be included in the papers for the next Board meeting following the meeting of the Committee. The Chair of the Committee will report to the Board on the Committee’s decisions and recommendations, identifying any matters in respect of which the Committee considers that action or improvement is needed and making recommendations as to the steps to be taken.
The work of the Committee in discharging its responsibilities shall be disclosed in the Company’s Annual Report. The Committee shall ensure disclosure in the Annual Report of all the relevant requirements set out in the AIC Code of Corporate Governance, as amended from time to time.
The Chair of the Committee shall attend the AGM and answer questions, through the Chair of the Board, on the Committee’s activities and responsibilities.
Due to restrictions under applicable securities laws, access to the following pages is not permitted unless you are a UK resident.
Before finding out more about Pacific Assets Trust plc ("the Company”), it is important that you first read and understand the information set out below. The Company is an investment company within the meaning of section 833 of the Companies Act 2006 and incorporated in Scotland with registered number SC091052. The Company's shares have been admitted to the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange plc. The Company is an alternative investment fund for the purposes of the Alternative Investment Fund Managers Directive ("AIFMD") and acts as its own alternative investment fund manager ("AIFM"). The Company is registered as a small registered UK AIFM. The Company has delegated certain portfolio management responsibilities to First Sentier Investors (UK) IM Limited (registered company number SC079063) (“FSIM”) which is authorised and regulated by the Financial Conduct Authority under registration number 119367 and whose registered office is at 23 St. Andrew Square, Edinburgh, Midlothian, EH2 1BB. First Sentier Investors (UK) IM Limited has further delegated certain portfolio management activities to First Sentier Investors (Australia) IM Limited. FSIM forms part of First Sentier Investors, a member of MUFG, a global financial group.
The materials contained herein have been prepared for use solely by individuals who are resident in the United Kingdom for tax and investment purposes.
The materials contained herein are not for release, publication, or distribution, directly or indirectly, in whole or in part, to US, Australian, Canadian, Japanese or South African persons or into or within the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction in which such an offer or solicitation would be unlawful. The securities referred to herein and on the pages that follow have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act ("US Persons"). No public offering of the securities referred to herein and on the pages that follow is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the securities referred to herein and on the pages that follow will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the securities referred to herein and on the pages that follow may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The securities referred to herein and on the pages that follow have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. There will be no public offering of the securities referred to herein and on the pages that follow in Australia, Canada, Japan, the Republic of South Africa or any other restricted jurisdiction. The securities referred to herein and on the pages that follow may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
The information on the pages that follow may contain forward looking statements. Any statement other than a statement of historical fact is a forward looking statement. Actual results may differ materially from those expressed or implied by any forward looking statement. The Company does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. You should not place undue reliance on any forward looking statement, which speaks only as of the date of its issuance.
First Sentier Investors believes that the information provided is accurate as at the date of its publication, but no representation or warranty of accuracy is given by First Sentier Investors or the Company and therefore no liability in respect of any error or omission by a third party is accepted by First Sentier Investors, the Company or their affiliates or any of their directors, employees, consultants or agents.
The information contained in this website is subject to change without prior notice and is not to be reproduced, copied or otherwise made available to persons other than those for whom it is intended, especially anyone outside the UK for tax or investment purposes, without the prior written consent of First Sentier Investors.
This website is a financial promotion and its contents have been issued and approved by First Sentier Investors (UK) IM Limited. First Sentier Investors (UK) IM Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Any comments expressed reflect the views of First Sentier Investors (UK) IM Limited and should not be taken as any kind of recommendation or advice.
If you are in any doubt about any of the information on this web site, please consult your independent financial or other such advisor authorised to give investment advice.
Please remember that the value of investments and the income from them may go down as well as up and that you may not get back the amount you originally invested. Past performance is not a reliable indicator of future results.
Changes in exchange rates will affect the value of investments overseas. Gearing, where borrowing is used to fund further investment, can increase the returns in rising markets and decrease the returns in market downturns.
Investments in emerging markets may involve a higher risk than investments in more developed markets. Investors should consider whether or not an investment in funds or companies which invest in such markets is either suitable for or should constitute a substantial part of an investor’s portfolio.
Investments in the Company may be less liquid than the securities of a larger company, or an investment trust which invests in larger companies, or in more developed economic regions. Securities in smaller companies or an investment trust (such as the Company) which invests in emerging markets may possess greater potential for capital appreciation, but also involve risks, such as limited product lines, markets and financial or managerial resources and trading in such securities may be subject to more abrupt price movements than trading in the securities of larger companies.
1.1. The terms and conditions set out below apply to your use of the Company’s website. Please read them.
1.2. The "Company" means Pacific Assets Trust plc and any of its subsidiaries and related companies (including, for these purposes, First Sentier Investors (UK) IM Limited, trading as Stewart Investors, to whom Pacific Assets Trust plc has delegated certain portfolio management responsibilities), and references to "the Company’s website" are to the website available at www.pacific-assets.co.uk and also include, but are not limited to, the text, documents, images, links, sounds, graphics, and video sequences displayed on the website (the "Materials").
1.3. By clicking and entering www.pacific-assets.co.uk you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.pacific-assets.co.uk. The information in the Company’s website is only for the attention of residents of the United Kingdom only. It is your responsibility to be aware of and to observe all applicable laws and regulations in the United Kingdom.
1.4. No information contained in these pages should be taken as a recommendation to buy, sell, or hold the shares of any entity. Nothing on the Company’s website or in the Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained on the Company’s website or in the Materials without first consulting a financial or other professional adviser.
1.5. The Company’s website is not intended to offer or to promote the offer or sale of the shares in the Company (the "Shares") in the United States or to US Persons. Each acquirer of the Shares will be deemed to represent, amongst other things, that (i) it is not in the United States, (ii) it is not a US Person or acquiring the Shares for the account or benefit of a US Person, and (iii) it is acquiring the Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act.
1.6. The Shares may not be acquired or held by, or transferred to, (i) an "employee benefit plan" as defined in Section 3(3) of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (iv) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, and whose purchase, holding, or disposition of the Shares would constitute or result in a non-exempt violation of any such substantially similar law.
1.7. The Company delivers (or will deliver) to its shareholders annual financial reports, interim management statements and such other shareholder notices as the Company deems appropriate. Unless a shareholder indicates otherwise by written notice to the Company, the shareholder hereby consents to receive the Company’s financial statements, shareholder newsletters, and other shareholder notices and materials via email to the shareholder’s email address in the Company’s records or via the Company’s website at www.pacific-assets.co.uk. Although the Company does not impose any additional charges for electronic delivery, the shareholder may, of course, incur costs associated with the shareholder’s electronic access, such as usage charges from the shareholder’s Internet access providers. The shareholder may revoke its election to receive such documents via electronic delivery at any time by written notice to the Company requesting that the Company send such documents via facsimile or in hard copy via the postal service to the address notified to the Company by the shareholder from time to time.
2. Privacy Notice — The Company respects the privacy of individuals who visit the Company’s website and is careful to ensure that information disclosed to the Company in confidence is treated confidentially. Please see the Company’s full privacy notice.
3. Limitation of liability
3.1. Use of the Company’s website and the Materials are at your sole risk. The Company will not be liable to any person for any direct, indirect, special or consequential, losses, damages, or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the Company’s website or any of the Materials. To the maximum extent permitted by law, the Company excludes all warranties, conditions, terms, undertakings, and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Company’s website and the Materials. Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law.
3.2. Nothing in this website should be construed as investment, tax, legal, or other advice, nor is it to be relied upon in making an investment decision. Those accessing the website should consult their financial advisers regarding the suitability of any of the products referred to on this website. The value of investments and the income from them may go down as well as up and an investor may receive back significantly less than the original investment. Past performance is not a reliable indicator of future results.
3.3. Trading in securities in smaller companies or an investment trust (such as the Company) which invest in emerging markets may involve greater risks and be subject to more abrupt price movements than trading in securities of larger companies.
4.1. The Materials and the Company’s website are provided on an "as is" and "as available" basis and do not purport to be full or complete. The Company gives no warranties (express, implied, or statutory) as to satisfactory quality or fitness for purpose of the Materials, including, without limitation, as to the accuracy, validity, timeliness, merchantability, or completeness of any information or data contained therein (whether prepared by the Company or by any third party), or that any of the Materials or the Company’s website will be provided uninterrupted or free from errors or that any identified defect will be corrected. The Company has the right to suspend or withdraw the provision of all or any of the Company’s website or the Materials without prior notice at any time. You are entirely responsible for your use of the website and for the consequences of relying on any content. Further, no warranty of any kind is given that the Company’s website and the Materials are free from any virus or other malicious, destructive, or corrupting code, program, or macro. The Company does not warrant that the Company’s website or the server(s) that make(s) them available are free of any virus or other harmful elements.
4.2. To the maximum extent permitted by law, the Company disclaims all liability to you arising out of your use of the website. In particular, the Company shall not be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill, or anticipated or consequential loss or damage.
4.3. Reference in the Company’s website and/or the Materials to any hypertext link, product, process, or service does not imply the Company’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. The Company’s website may contain hypertext links to other websites, resources, or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter, or publisher of any such website.
4.4. First Sentier Investors (UK) IM Limited is part of First Sentier Investors (“FSI”) a member of MUFG, a global financial group. FSI includes a number of entities in different jurisdictions, operating in Australia as First Sentier Investors and elsewhere. MUFG and its subsidiaries do not guarantee the performance of any investment or entity referred to in this document or the repayment of capital. Any investments referred to are not deposits or other liabilities of MUFG or its subsidiaries, and are subject to investment risk including loss of income and capital invested.
5. Copyright and trademarks
5.1. The Materials are the copyright of the Company and its third-party licensors and may not be copied, distributed, uploaded, posted, republished, decompiled, disassembled, reverse-engineered or transmitted in any way without the prior written consent of the Company. You may, however, download one copy of the Materials for your personal use or use within the organisation in which you work on condition that you do not delete or change any copyright, trademark, or other proprietary notice contained in the Materials or alter the way in which they are presented. Modification or use other than as permitted above violates the Company’s intellectual property rights in the Materials.
5.2. The trademarks, service marks, and logo used and displayed on the Company’s website are registered and unregistered trademarks of the Company and others. The intellectual property rights in the “Pacific Assets Trust” name and logo are owned by the Company. Nothing in these terms and conditions or on the Company’s website should be construed as granting any licence or right to use any trademark displayed on the Company’s website. The Company enforces infringements of its intellectual property rights to the fullest extent permitted by the law.
6. Stock exchange prices and exchange rates — Any prices/values shown on this website in relation to different underlying securities are based on the prices notified to the investment manager of the Company as the last sale price of the relevant securities on the stock exchange on which they are traded (delayed up to 20 minutes) as at the time and date shown. The Company has not verified any of the stock exchange or other information contained on this website and it should be verified separately before relying on it. Prices and values shown on this website may vary throughout the course of, and between, stock exchange trading days, market trading times and business days in general.
7. Governing law — The agreement between you and the Company relating to your use and browsing of the Company’s website is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless the Company agrees in writing.
9. The Materials that you are seeking to access are not directed at and may not be viewed by or distributed to persons who are resident outside the United Kingdom, including but not limited to:
• who are in the United States or who are, or are acting for the account or benefit of, US Persons; or
• who are in a jurisdiction where it is not lawful to access the Materials.
The information contained on the following pages does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, any securities of Pacific Assets Trust plc in any jurisdiction in which, or to any person to whom, such offer or solicitation is unlawful.