The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 38
36 / GOVERNANCE / THE EDINBURGH INVESTMENT TRUST PLC
Directors’ Report / continued
for the financial year, investment policy guidelines, marketing and
shareholder relations, corporate governance, regulatory changes
and industry and other issues.
To enable the Directors of the Board to fulfil their roles, the
Manager and Company Secretary ensure that all Directors have
timely access to all relevant management, financial and regulatory
information.
There is an agreed procedure for the Directors, in the furtherance
of their duties, to take legal advice at the Company’s expense up to
an initial cost of £10,000, having first consulted with the Chairman.
Finally, the Board as a whole undertakes the responsibilities which
would otherwise be assumed by a remuneration committee,
determining the Company’s remuneration policy. The Board takes
into account all factors which are deemed necessary in order to
ensure that members of the Board are provided with appropriate
compensation and are, in a fair and responsible manner, rewarded
for their individual contributions to the success of the Company.
The remuneration of Directors is reviewed periodically and reported
on in more detail in the Directors’ Remuneration Report.
AUDIT INFORMATION
The Directors confirm that, so far as they are aware, there is no
relevant audit information of which the Company’s auditor is
unaware; and each Director has taken steps that he or she ought
to have taken as a Director to make himself/herself aware of any
relevant audit information and to establish that the Company’s
auditor is aware of that information. This confirmation is given
and should be interpreted in accordance with the provisions of
section 418 of the Companies Act 2006.
THE COMMITTEES
The Board has three committees: the Audit Committee, the
Management Engagement Committee and the Nomination
Committee. Each committee has written terms of reference, which
clearly define each committee’s responsibilities and duties. The
terms of reference of each committee are available for inspection
at the AGM, at the registered office of the Company and also
available on the Company’s page of the Manager’s website.
The Audit Committee
The composition and activities of the Audit Committee are
summarised in the Audit Committee Report on pages 32 to 34,
which is included in this Directors’ Report by reference.
The Management Engagement Committee
The Management Engagement Committee comprises all directors
under the chairmanship of Glen Suarez. The Committee meets at
least annually to review the investment management agreement
and to review the services provided by the Manager.
During the year the Committee met to consider the performance
of the Manager.
The Nomination Committee
All Directors are members of the Nomination Committee which
is chaired by Glen Suarez. The Committee meets at least once a
year to review the composition of the Board and its committees
and evaluating whether they have the appropriate balance of
skills, experience, independence and knowledge of the Company;
and making recommendations to the Board for the re-election of
directors at AGMs.
The Committee is also responsible for identifying and nominating
to the Board suitable candidates taking into consideration the
above requirements; the ability of any new director to devote
sufficient time to the Company to carry out his or her duties
effectively; and with due regard for the benefits of diversity
(including gender). The Board has not set any measurable targets
or quotas in respect of the latter.
During the year the Committee started the process for the
appointment of a new non-executive director. Odgers Berndtson,
an executive search agency, were engaged to assist with the
recruitment process. The Company and the Directors have no
other connection with Odgers Berndtson. The Committee provided
their criteria for the appointment. Odgers Berndtson introduced
several candidates to the Committee who were invited to a twostage interview process involving all the existing directors. It has
subsequently been announced, as per the Chairman’s statement,
that Aidan Lisser will join the Board from 27 May 2022.
No Director has a contract of employment with the Company.
Directors’ terms and conditions of appointment are set out in
letters of appointment which are available for inspection at the
registered office of the Company and will also be available at the
AGM. A Director can be removed from office without notice or
compensation upon being served with a written notice signed by
all the other Directors.
APPOINTMENT, RE-ELECTION AND TENURE
New Directors are appointed by the Board following
recommendation by the Nominations Committee. The Articles
of Association require that a Director shall be subject to election
at the first AGM after their appointment and re-election at least
every three years thereafter. However, in accordance with the UK
Code of Corporate Governance, the Board has resolved that all
Directors shall stand for annual re-election at the AGM.
On being appointed to the Board, Directors are fully briefed as
to their responsibilities and are continually updated throughout
their term in office on industry and regulatory matters. The
Company Secretary and the Board have formulated a programme
of induction training for newly appointed Directors. They have
also put arrangements in place to address ongoing training
requirements of Directors which include briefings from the
Company Secretary which ensure that Directors can keep up to
date with new legislation and the changing risk environment.