taken into account. The Management Engagement Committee formally 
In order to function as an investment trust with a  assesses their performance, fees and continuing appointment at 
listing on the premium segment of the official list least annually to ensure that the key service providers continue to 
of the FCA and trade on the London Stock Exchange's function at an acceptable level and are appropriately remunerated 
(LSE) main market for listed securities, the        to deliver the expected level of service. The Audit Committee 
Company relies on a diverse range of reputable      reviews and evaluates the control environments in place at each 
advisors for support in meeting all relevant        service provider and assesses the effectiveness through review of 
obligations.                                        the annual assurance reports from each organisation. This reporting 
                                                    is supplemented by the view of the Investment Manager's Supplier 
                                                    Management Team regarding the control environments in operation at 
                                                    the providers. Interactions take place at least monthly including 
                                                    in the approval of the NAV, review of forecasts and management 
                                                    accounts. 
Regulators (including third-party service party 
providers' regulators) 
 
                                                    The Company regularly considers how it meets various regulatory and 
The Company can only operate with the approval of   statutory obligations and follows voluntary and best practice 
its regulators and its third-party service          guidance. It also gives full consideration to how any governance 
providers' regulators who have a legitimate         decisions it makes can have an impact on its stakeholders, both in 
interest in how the Company operates in the market  the shorter and in the longer term. The Company's service providers 
and how it treats its Shareholders.                 provide regular reporting to the Company in respect of their 
                                                    interaction with their own respective regulators. 
Lenders 
                                                    Considering how important the availability of funding is, the 
Availability of funding and liquidity are crucial   Company aims to demonstrate to lenders that it is a well-managed 
to the Company's ability to take advantage of       business, and in particular, that the Board focuses regularly and 
investment opportunities as they arise.             carefully on the management of risk. The Board has worked with the 
                                                    Investment Manager to agree the terms of the revolving credit 
                                                    facility. 
Institutional Investors and proxy advisers 
The evolving practice and support of the major      Recognising the principles of stewardship, as promoted by the UK 
institutional investors and proxy adviser agencies  Stewardship Code, the Board welcomes engagement with all of its 
are important to the Directors, as the Company aims investors. The Board recognises that the views, questions from, and 
to maintain its reputation for high standards of    recommendations of many institutional investors and proxy adviser 
corporate governance, which contributes to its      agencies provide a valuable feedback mechanism and play a part in 
long-term sustainable success.                      highlighting evolving shareholders' expectations and concerns.

The above mechanisms for engaging with stakeholders are kept under review by the Directors and will be discussed on a regular basis at Board meetings to ensure that they remain effective.

Examples of the Board's principal decisions during the year, and how the Board fulfilled its duties under Section 172 of the Act, and the related engagement activities are set out below. 


Principal decision      Long-term impact                     Stakeholder considerations and engagement 
                        The issue of shares enlarged the 
                        capital base over which to spread    The Board determined that as a result of the COVID-19 
                        the Company's fixed operating costs  pandemic there were favourable opportunities for 
The Company raised      and also satisfied ongoing demand    investment opening up in the private debt markets. The 
GBP14.3 million from an   for the shares whilst potentially    Board and Investment Manager considered that it would be 
issue of ordinary       improving the liquidity for the      advantageous to seek to raise additional capital to take 
shares.                 Company's shares in the secondary    advantage of these opportunities and undertook an issue of 
                        market.                              shares through a non pre-emptive placing. 
 
                                                             The Board regularly reviews the Company's cash position 
                                                             and commitments taking into consideration the impact on 
                        In line with its approach to balance shareholders. The facility will be used to support the 
The Company entered     sheet management, the Company        long-term growth of the Company and in particular to fund 
into an agreement for a entered into an agreement for a      investments. The facility increases the Company's net 
revolving credit        one-year multicurrency revolving     liquid resources available for future deployment, 
facility of GBP25 million credit facility of GBP25 million.      including dividend payments to shareholders and any 
with State Street Bank                                       repurchase of the Company's issued share capital. The 
International GmbH.                                          terms of the credit facility with State Street Bank 
                                                             International GmbH contain covenants with which the 
                                                             Company is regularly required to confirm to State Street 
                                                             Bank International GmbH that is has remained compliant.

Culture

The Directors are of the opinion that establishing and maintaining a healthy corporate culture amongst the Board and in its interaction with the Investment Manager, Shareholders and other stakeholders will support the delivery of its purpose, values and strategy. The Board seeks to promote a culture of openness, transparency and integrity through ongoing dialogue and engagement with its stakeholders, principally the Investment Manager.

The Board strives to ensure that its culture is in line with the Company's purpose, values and strategy and will consider this through its annual evaluation processes. There are also policies and procedures in place to assist with maintaining a culture of good governance that include those relating to Directors' dealings in the Company's shares, conflicts of interest, bribery and tax evasion.

The Board seeks to appoint appropriate third-party service providers and evaluates their services on a regular basis as described on above. Their ongoing appointments are not only reflective of their performance by reference to their contractual and service level obligations, but also take into account the extent to which their individual corporate cultures align with those of the Company. The Board considers the culture of the Investment Manager and other stakeholders, including their policies, practices and behaviour, through regular reporting from these stakeholders and in particular during the annual review of the performance and continuing appointment of all service providers.

Employees, human rights and social and community issues

The Board recognises certain requirements under the Companies Act 2006 to detail information about human rights, employees and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements are not in practice applicable to the Company as it has no employees, all the Directors are non-executive and it has outsourced all operational functions to third-party service providers. The Company has therefore not reported further in respect of these provisions.

Under listing rule 15 4 29(R), the Company, as a closed-ended investment fund, is exempt from complying with the Task Force on Climate-related Financial Disclosures.

Board diversity

As at 31 December 2020, the Board of Directors of the Company comprised three male directors and one female director. The Board is an enthusiastic supporter of diversity in its composition, recognizing that it brings additional benefits to the Company and its stakeholders beyond specialist skills, knowledge, experience, backgrounds and perspectives. As a result, the Board's views on diversity principles are aligned with those expressed in the Hampton-Alexander Review regarding the proportion of women on boards and also the Parker Review about ethnic representation on boards, amongst other published commentaries. It is the intention of the Board to work towards enhancement of its diversity alongside the maintenance of key skillsets as the Company grows its size over the medium term, and developments in this area will be reported to stakeholders periodically.

It is the Board's policy that any future Board appointments will be made on the basis of merit against the specific criteria for the role being offered and there will be no discrimination on the grounds of gender, race, ethnic or national origins, religion, sexual orientation, age or disabilities.

Environmental, social and governance (ESG) issues

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April 28, 2021 02:01 ET (06:01 GMT)