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Corporate governance

As part of the requirements of the Corporate Governance Code, the Company’s Compliance Statement can be found here.

All Directors are subject to re-election within a three-year period. All the Directors have access to the advice and services of the Company Secretary and may, in furtherance of their duties, take independent legal and financial advice at the Company’s expense. They also have access to the minutes of the Board, in which any concerns expressed by them regarding matters pertaining to the Group are recorded. A formal review of the performance and effectiveness of each Director, including the Non-Executive Directors, takes place annually and is assessed on an on-going basis by the other members of the Board and Committees of the Board. To date, the Group has taken a prudent approach and refrained from declaring its Non-Executive Directors as being independent, due to various factors being in existence that might question their independence. The Company has identified the following factors that could give rise to an argument against the classification as independent, namely that Pankaj Lakhani and Nicholas Carter are both shareholders in the Company, and they have a previous employment history with Executive Chairman Brian Marsh (between 1983-1991 and 1979-1989 respectively). The Company submits however that as each Non-Executive Director purchased their shares at market price, and did not receive these through any sort of incentive scheme, this should not count against their classification as independent.  However, the Group notes that a decision as to the independence of its Non-Executive Directors rests with the Board itself, and upon further review it asserts that all of its Non-Executive Directors are independent as they consistently provide independent input and none of the aforementioned factors compromises their independence in practice.

All Directors are expected to dedicate as much time as is necessary for the satisfactory discharge of their duties. These include the preparation for the four scheduled Official Board Meetings per year, as well as engaging in the wide business as required for the approval of investment and follow on funding.

The Board meets at least quarterly and at such other times as required, and receives regular reports on a wide range of key issues including investment performance, investment opportunities, disposals and corporate strategy. All major decisions affecting the Group are taken at Board level and all the directors are free to bring any matter to the attention of the Board at any time.

The Board has established seven standing committees, the Audit Committee, the Remuneration Committee, the Investment Committee, the Valuation Committee, the Nominations Committee, the Disclosure Committee and the ESG Committee.

The Chairman is responsible for reviewing the performance of the Board and the individual members of the Board. Reviews to date have been internal and at least annual.

The Company operates an annual Board Evaluation process, via an interview format. Each Director was asked questions caught under eight different sections, titled; Board Performance, Direction and Strategy, Board Leadership, Board and Committee Composition, Board Meetings, Individual Board Performance, Diversity and Other. The questions do not have a rating system in terms of answering and instead Directors were encouraged to give narrative responses and expand on their answers to provide further context.

The Company Secretarial Department collate the responses and provided a written report to the Board on the results alongside a number of suggestions as to how the Board can improve based upon the feedback gained. At the Board Meeting which following the conclusion of the Evaluation process, the Board was given the opportunity to discuss the findings and debate the recommendations.

The Company Secretarial Department welcomes suggested improvements to the evaluation process from individual directors and has adapted the current content and format to address the feedback given to date.