To ensure that the Directors are aware of and understand their duties, they are provided with the relevant information as part of their induction, as well as receiving regular and ongoing updates and training on the relevant matters. They also have continued access to the advice and services of the Company Secretary and, when deemed necessary, the Directors can seek independent professional advice.
The schedule of Matters Reserved for the Board, as well as the Terms of Reference of its committees are reviewed on at least an annual basis and further describe the Directors' responsibilities and obligations, and include any statutory and regulatory duties. The Audit Committee has the responsibility for the ongoing review of the Company's risk management systems and internal controls and, to the extent that they are applicable, risks related to the matters set out in Section 172 are included in the Company's risk register and are subject to periodic and regular reviews and monitoring.
Decision-making
The Board considers the impact that any material decision will have on all relevant stakeholders to ensure that it is making a decision that promotes the long-term success of the Company, whether this be in relation to dividends, new investment opportunities, potential future fundraisings etc.
Stakeholders
The Board seeks to understand the needs and priorities of the Company's stakeholders and these are taken into account during all its discussions and as part of its decision-making. The Board has considered which parties should be deemed to be stakeholders of the Company. As the Company is an externally managed investment company and does not have any employees or customers, its key stakeholders comprise its Shareholders, regulators (including service party regulators) and service providers. The section below discusses why these stakeholders are considered of importance to the Company and the actions taken to ensure that their interests are taken into account.
Importance Board engagement Shareholders The Company has over 150 Shareholders, including institutional and retail investors. The Board is committed to maintaining open channels of communication and to engage with Shareholders in a manner they find most meaningful in order to gain an understanding of their views. These include the channels below. AGM: under normal circumstances the Company welcomes and encourages attendance and participation from Shareholders at its AGMs and when possible, Shareholders will have the opportunity to meet the Directors and Investment Manager and to address questions to them directly. The Company values any feedback and questions it may receive from Shareholders ahead of and during the AGM and will take action or make changes, when and as appropriate. Publications: the Annual Report and Half Year Report are made available on the Company's website and the Annual Report is circulated to Shareholders. This information is supplemented by the Continued Shareholder support and engagement are monthly calculation and publication of the NAV per share which is critical to the continued existence of the Company announced via the regulatory news service of the London Stock and the successful delivery of its long-term Exchange. In addition, a monthly factsheet and/or a quarterly strategy. newsletter is published by the Investment Manager on the Company's website. Feedback and/or questions that the Company receives from Shareholders help the Company evolve its reporting, aiming to render the reports and updates transparent and understandable. Before the Company's fifth Annual General Meeting in 2024, the Board will formulate and submit to Shareholders proposals (which may constitute a tender offer or other method of distribution) to Shareholder meetings: unlike trading companies, one-to-one provide Shareholders with an opportunity to realise Shareholder meetings take the form of a meeting with the Investment the value of their Ordinary Shares at the then Manager rather than members of the Board. Feedback from all prevailing NAV per Ordinary Share less costs. In substantive meetings between the Investment Manager and all circumstances, the Board will seek to balance Shareholders is shared with the Board. The Chairman, the Chairman the interests of both continuing Shareholders and of the Audit Committee or other members of the Board are available those electing to realise their investment. to meet with Shareholders to understand their views on governance and the Company's performance where they wish to do so. With assistance from the Investment Manager, the Chairman seeks meetings with Shareholders who might wish to meet with him. During the year there were 16 meetings with shareholders. Shareholder concerns: in the event that Shareholders wish to raise issues or concerns with the Board, they are welcome to do so at any time by writing to the Chairman at the registered office. The Senior Independent Director is also available to Shareholders if they have concerns that contact through the normal channel of the Chairman has failed to resolve or for which such contact is inappropriate. Investor relations updates: at every Board meeting, the Directors receive updates from the Company's broker on the share trading activity, share price performance and any Shareholders' feedback, as well as an update from the Investment Manager. Other stakeholders The Investment Manager Maintaining a close and constructive working relationship with the Investment Manager is crucial, as the Board and the Investment Manager both aim to continue to achieve consistent, long-term returns in line with the Company's investment objective. Important components in the collaboration with the Investment Manager, representative of the Company's culture include those listed below. Holding the Company's shares offers investors a ? Encouraging open, honest and collaborative discussions at all publicly traded investment vehicle through which levels, allowing time and space for original and innovative they can obtain exposure to the Company's thinking diversified portfolio. The Investment Manager's ? Ensuring that the impact on the Investment Manager is fully performance is critical for the Company to considered and understood before any business decision is made successfully deliver its investment strategy and ? Ensuring that any potential conflicts of interest are avoided meet its objective. or managed effectively The Board holds detailed and intensive discussions with the Investment Manager on all key strategic and operational topics on an ongoing basis. In addition to a monthly call there have been numerous meetings on a range of topics including the retirement of Jeremy Richards and the appointment of Adam English. Beyond this, there are weekly discussions by email and calls on various operational matters. The Administrator, the Company Secretary, the Registrar, the Depositary, the Custodian and the Broker The Board maintains regular contact with its key external providers and receives regular reporting from them through the Board and committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views are routinely
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April 28, 2021 02:01 ET (06:01 GMT)