The Directors do not recommend the payment of a final dividend in respect of the year ended 30 April 2021.
Diversity and succession planning
The Board of Directors of the Company comprised three male Directors during the year to 30 April 2021.
The Directors are satis?ed that the Board currently contains members with an appropriate breadth of skills and experience and considers succession planning on at least an annual basis. No new appointments to the Board have been made or are contemplated at present. The key criteria for the appointment of new Directors will be the skills and experience of candidates having regard also to the bene?ts of diversity in the interests of shareholder value. In relation to future appointments the Board will seek to consider a wide range of candidates with due regard to diversity.
On behalf of the Board
Howard Myles
24 June 2021
Board of Directors
The Directors are:
Howard Myles* was a partner in Ernst & Young from 2001 to 2007 and was responsible for the Investment Funds Corporate Advisory Team. He was previously with UBS Warburg from 1987 to 2001. Mr Myles began his career in stockbroking in 1971 as an equity salesman and in 1975 joined Touche Ross & Co, where he qualified as a chartered accountant. In 1978 he joined W Greenwell & Co in the corporate broking team and in 1987 moved to SG Warburg Securities, where he was involved in a wide range of commercial and industrial transactions in addition to leading Warburg's corporate finance function for investment funds. He is now a non-executive director of Baker Steel Resources Trust Limited, Aberdeen Latin American Income Fund Limited and BBGI SICAV S.A., having stepped down from the Board of JPMorgan Brazil Investment Trust PLC in September 2020.
Mr Myles was appointed to the Board of SDVP on 25 October 2017 and has been a director of the parent company, SDV since 2011. He is Audit Committee Chairman of SDV.
William van Heesewijk began his career with Lloyds Bank International in 1981, working for both the merchant banking and investment management arms. He has been involved in the investment trust industry since 1987 in various capacities. During his tenure with Fidelity Investments International, Gartmore Investment Management PLC, BFS Investments PLC and Chelverton Asset Management Limited, he managed several launches of onshore and offshore investment funds, including a number of roll-overs and reconstructions involving complex capital structures and across several geographic regions. His roles involved business development, project management, sales compliance and marketing. He was a member of the Association of Investment Companies Managers forum.
Mr van Heesewijk was appointed to the Board of SDVP on 25 October 2017 and has been a director of the parent company, SDV since 2005.
Andrew Watkins* has a wealth of experience in the financial services industry working in senior positions at Kleinwort Benson, Flemings, Jupiter and most recently as Head of Client Relations, Sales & Marketing for Investment Trusts at Invesco Perpetual, retiring in 2017. He is currently a non-executive director and chairman of Ashoka India Equity Investment Trust plc and a non-executive director of Baillie Gifford European Growth Trust plc and BMO UK High Income Trust plc.
Mr Watkins was appointed to the Board of SDVP on 6 September 2018 and also been a director of the parent company, SDV from the same date.
* Independent of the Investment Manager
Investment Manager, Secretary and Registrar
Investment Manager: Chelverton Asset Management Limited ('Chelverton')
Chelverton was formed in 1998 by David Horner, who has considerable experience of analysing investments and working with smaller companies. Chelverton is largely owned by its employees.
Chelverton is a specialist fund manager focused on UK mid and small companies and has a successful track record. At 30 April 2021, Chelverton had total funds under management of approximately GBP1.8 billion including two investment trust companies and three OEICs. The fund management team comprises David Horner, David Taylor, Oliver Knott, James Baker and Edward Booth.
Chelverton is authorised and regulated by the FCA.
Administrator and Corporate Secretary: Maitland Administration Services Limited
Maitland Administration Services Limited provides company secretarial and administrative services for the Group. The Maitland group provides administration and regulatory oversight solutions for a wide range of investment companies.
Registrar: Share Registrars Limited
Share Registrars Limited is a CREST registrar established in 2004. The Company provides registration services to over 200 client companies.
Directors' Report
The Directors present their Report and the financial statements of the Company for the year ended 30 April 2021. The comparative period covers the year to 30 April 2020. The Company's registered number is 11031268.
Directors
Directors who served during the year ended 30 April 2021, all of whom are non-executive were as follows:
H Myles
W van Heesewijk
A Watkins
Biographical details of the Directors are given on page 6.
Under the Company's Articles of Association, Directors are required to retire at the first Annual General Meeting ("AGM") following their appointment, and thereafter at three-yearly intervals. At least one Director must retire at each annual general meeting. The Directors to retire by rotation are first, a Director who wishes to retire and offer himself for reappointment and, second, those Directors who have been longest in office since their last appointment or reappointment. However, in accordance with the Articles of Association and prevailing corporate governance best practice, all Directors will stand for re-election at the 2021 AGM.
None of the Directors nor any persons connected with them had a material interest in any of the Company's transactions, arrangements or agreements during the year. None of the Directors has or has had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company, and which was effected by the Company during the current financial year.
There have been no loans or guarantees from the Company to any Director at any time during the year or thereafter.
The Company's Articles of Association provide the Directors of the Company, subject to the provisions of UK legislation, with an indemnity in respect of liabilities which they may sustain or incur in connection with their appointment. Save for this, there are no qualifying third party indemnities in place.
Formal performance evaluation of the Directors and the Board has been carried out and the Board considers that all of the Directors contribute effectively and have the skills and experience relevant to the future leadership and direction of the Company.
The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association.
Corporate Governance
A formal statement on Corporate Governance is set out on page 10 below.
Share Capital
At the date of this report, the issued share capital of the Company comprised of 50,000 Ordinary shares and 14,500,000 ZDP shares.
50,000 Ordinary shares of GBP1, each partly paid as to 25p (and each of which have been issued to SDV), represent 0.35% of the total share capital. Holders of Ordinary shares are entitled to receive notice of, attend and vote at General Meetings of the Company. Ordinary shares of the Company are not admitted to trading on a regulated market.
Share Capital (continued)
12,780,083 ZDP shares of GBP1 each were issued on 8 January 2018, pursuant to the placing ZDP shares represent 99.65% of the total share capital. 1,419,917 additional ZDP shares for a total consideration of GBP1.03 each were issued on 11 April 2018. 300,000 ZDP shares were issued in May 2018, and were issued at a premium for a total consideration of 104.50p each.
Holders of ZDP shares are entitled to receive notice of, attend and vote at those General Meetings where ZDP shareholders are entitled to vote. They are not entitled to attend or vote at any General Meeting of the Company unless the business includes any resolution to vary, modify or abrogate any of the special rights attached to the ZDP shares.
Shareholders' funds and market capitalisation
At 30 April 2021 the Company had a market capitalisation of GBP16,820,000 and total net assets amounted to GBP13,000.
ISA status
The ZDP shares are eligible for inclusion in ISAs.
Management agreements
The Group's assets are managed by Chelverton under an agreement ('the Investment Management Agreement') dated 30 April 2006 (effective from 1 December 2005) with the parent company. A periodic fee is payable quarterly in arrears at an annual rate of 1% of the value of the gross assets under management of the Group.
These fees are met entirely by the parent company.
The Investment Management Agreement may be terminated by twelve months' written notice. There are no additional arrangements in place for compensation beyond the notice period.
Under another agreement ('the Administration Agreement') dated 1 January 2015, company secretarial services and the general administration of the Group are undertaken by Maitland Administration Services Limited. Their fee is subject to review at intervals of not less than three years. The Administration Agreement may be terminated by six months' written notice.
Management fee
The management fee for the Group is charged to and paid in full by SDV.
Company Information ? The Company's capital structure and voting rights are summarised on pages 8 and 9. ? SDVP is a wholly-owned subsidiary of SDV. ? The rules concerning the appointment and replacement of Directors are covered by Article 22 of the Company's
Articles of Association. ? There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to
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