As a company registered in the Cayman Islands subject to the rules of the Specialist Fund Segment, the Company is not required to comply with the UK Corporate Governance Code published by the Financial Reporting Council.
The Board, however, recognises the importance of maintaining sound corporate governance in the UK and the Cayman Islands and so seeks to ensure that the Company adopts policies and procedures which reflect those principles of good corporate governance, as are appropriate to the Company's size.
The Company is a member of the AIC and the Board has considered the principles and recommendations of the AIC Code. The AIC Code sets out a framework of best practice in respect of the governance of investment companies and has been endorsed by the UK Financial Reporting Council and is supported by the Jersey Financial Services Commission. The Board considers that reporting against the principles and recommendations of the AIC Code provides the most relevant information to shareholders given that the Company is an externally managed investment company.
The Company has complied with the recommendations of the AIC Code, except in certain instances. The instances in which the Company has deviated from these recommendations are disclosed within the annual report of the Company.
The Company has established an Audit Committee, a Nomination Committee and a Remuneration Committee, each with formally delegated duties and responsibilities.
The Audit Committee determines the terms of engagement of the Company's auditors and in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual accounts, and the accounting and internal control systems. The Audit Committee has unrestricted access to, and oversees the relationship with, the Company's auditors.
The Nomination Committee reviews the structure, size and composition required of the Board and makes recommendations to the Board with regard to any changes which may be required. The Nomination Committee is responsible for identifying and nominating candidates to fill Board vacancies when they arise for approval.
The Remuneration Committee reviews the scale and structure of the Board and senior employees' remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the Non-executive Directors are set by the Board. No Director or Manager of the Company may participate in any meeting at which discussion or any decision regarding his/her own remuneration takes place.
The Company has appointed Martin Adams as Senior Independent Director.
The terms of reference for each committee can be found within the Documents section of the Company’s website.
