Board and Corporate Governance2018-12-18T10:54:51+00:00
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Corporate Governance

The Board is committed to attain and maintain a high standard of corporate governance, with the ultimate aim to protect shareholders’ and other stakeholders’ interests. At the EGM held on 21 November 2012, the Board undertook a review of the Company’s corporate governance structure in light of developments in international standards and practices since the Company’s admission to AIM.

The review resulted in a number of changes including enhanced transparency for shareholders, the introduction of annual general meetings, a rationalisation of the Board with the reduction of the number of Directors from seven to five, and the adoption of policies on the appointment and tenure of Directors.


The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Company’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature.

The Board is responsible to shareholders for the determination and implementation of the Company’s investment policy, and the direction and long-term performance of the Company and the entities it controls. The Board oversees the implementation of a high standard of corporate governance with respect to the Company’s affairs, strategy, direction and the supervision of the Investment Manager, as stipulated in the Investment Management Agreement.

To see how the Company addresses the key governance principles defined in the QCA Code please click here. Further information on compliance with the QCA Code will be provided in our next annual report.

Michel Casselman, Chairman

This disclosure was last reviewed and updated on 25 September 2018

The City Code on Takeovers and Mergers

The Company is not subject to the UK City Code on Takeovers and Mergers.

Board Responsibilities and Committees

Board Committees: The Board will maintain one committee to appropriately fulfill certain responsibilities of the Board of Directors.

Audit Committee: (Terms of reference) The Audit Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company. The Audit Committee is comprised of Ian Lydall (Chair) and Michel Casselman.