The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 33
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 31
Corporate Governance Statement
For the year ended 31 March 2022
This Corporate Governance statement forms part of the Directors’
Report. The Board is committed to maintaining high standards of
Corporate Governance and is accountable to shareholders for the
governance of the Company’s affairs.
The Board has considered the principles and recommendations
of the 2019 AIC Code of Corporate Governance (the “AIC Code”).
The Listing Rules and the Disclosure Guidance and Transparency
Rules of the UK Listing Authority require listed companies to
disclose how they have applied the principles and complied with
the provisions of The UK Corporate Governance Code 2018 (the
“UK Code”), as issued by the Financial Reporting Council (“FRC”).
The UK Code can be viewed on the FRC’s website.
The AIC Code is available from the Association of Investment
Companies (www.theaic.co.uk). It includes an explanation of how
the AIC Code adapts the Principles and Provisions set out in the
UK Code to make them relevant for investment companies.
Information on how the Company has applied the principles of the
AIC Code and the UK Code is provided in the Directors’ Report as
follows:
–
the composition and operation of the Board and its
committees are summarised on pages 30, and page 32 in
respect of the Audit Committee;
–
the Company’s approach to internal control and risk
management is summarised on page 34;
–
the contractual arrangements with, and assessment of, the
Manager are summarised on page 39;
–
the Company’s capital structure and voting rights are
summarised on pages 39 and 40;
–
the most substantial shareholders in the Company are listed
on page 40;
–
the rules concerning the appointment and replacement
of directors are contained in the Company’s Articles of
Association and are discussed on pages 36 and 37. There
are no agreements between the Company and its directors
concerning compensation for loss of office; and
–
powers to issue or buy back the Company’s shares, which
are sought annually, and any amendments to the Company’s
Articles of Association require a resolution to be passed by
shareholders.
The Company has complied with the recommendations of the
AIC Code and the relevant provisions of the UK Code, except the
provisions relating to:
–
the role of the chief executive;
–
executive directors’ remuneration; and
–
the need for an internal audit function.
The Board considers these provisions are not relevant to the
position of the Company, being an externally managed investment
company with no executive employees. It considers an internal
audit function unnecessary as the relevant issues are addressed
through the Manager’s own control environment which itself is
subject to routine external independent review. The Company has
therefore not reported further in respect of these provisions.
By order of the Board
SANNE FUND SERVICES (UK) LIMITED /
COMPANY SECRETARY / 25 MAY 2022