There is no applicable regime of corporate governance to which directors of a Guernsey company must adhere over and above the general common law fiduciary duties and duties of care, diligence and skill imposed on such directors and certain limited statutory duties applicable to directors under Guernsey law.
The Board meets at least four times throughout the year and the Company’s Directors support high standards of corporate governance and comply with the provisions of the Combined Code so far as is practicable given the Company’s size and nature of business.
Since all of the Directors are non-executive and independent of the Investment Manager it does not consider it necessary to establish remuneration, nomination and investment committees. All of the Board sits on the Company’s audit committee, which is chaired by Richard Battey.
The Board as a whole is responsible for reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant; considering annual and interim accounts and audit reports; considering the appointment and remuneration of the Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
In addition the Board will monitor the performance and remuneration of the Investment
Manager and the performance and remuneration of the Board and plans for succession of the
Board.
The Board will receive from the Administrator and the Investment Manager details of the
Company’s investment portfolio, investment proposals and other relevant information in
advance of Board meetings.
The Company has adopted a share dealing code for the Directors and the Investment Manager and its employees and shareholders which it considers appropriate for a company whose shares are admitted to trading on AIM.