The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 39
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 37
The Board has noted the implication of the provisions in the
UK Corporate Governance Code that non-executive directors
who have served for more than nine years should be presumed
not to be independent. The AIC does not believe that this
presumption is appropriate for investment companies and
therefore does not recommend that long-serving directors be
prevented from forming part of the independent majority of an
investment trust board. It is the Board’s policy that all Directors,
including the Chairman, shall normally have tenure limited to
nine years from their first appointment to the Board, except that
the Board may determine otherwise if it is considered that the
continued participation on the Board of an individual Director,
or the Chairman, is in the best interests of the Company and its
shareholders. This is also subject to the Director’s re-election
annually by shareholders. The Board considers that this policy
encourages regular refreshment and is conducive to fostering
diversity. Glen Suarez reached the ninth anniversary of his
appointment to the Board during the year and will be retiring
at the AGM on 21 July 2022 and is therefore not standing for
re‑election.
Mrs Hastings also reached the ninth anniversary of her
appointment to the Board during the year. The Board has asked
Mrs Hastings to extend her tenure to allow for Board continuity
during the period of transition when Mr Suarez retires and Mrs
Stheeman is appointed as Chairman. The Board has considered
the tenure of Mrs Hastings and are of the view that her
participation on the Board provides continuity and is in the best
interests of the Company and its shareholders. Mrs Hastings will
therefore offer herself for re-election at the AGM on 21 July 2022
but will not offer herself for re-election in 2023.
BOARD, COMMITTEE AND DIRECTORS’ PERFORMANCE
APPRAISAL
The Directors recognise the importance of the AIC Code’s
recommendation in respect of evaluating the performance
of the Board as a whole, the Committees of the Board and
individual Directors.
In 2020 the Board appointed Linstock Limited, an external
consultant, to undertake a review of the Board, its Committees
and the Directors individually. As no concerns were raised
in these reports, the Board opted to conduct the 2022
performance evaluation through formal questionnaires and
discussion between the Directors, the Chairman and the
Audit Committee Chairman including the consideration of
each Director’s independence. The conclusion was that the
performance of the Board as a whole, the Committees, the
Chairman and individual Directors was effective and in the
Board’s considered view, all Directors were independent.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
All Directors are considered to have a good attendance record at
Board and Committee meetings of the Company. The table below
sets out the number of scheduled Directors’ meetings held during
the year and the number of meetings attended by each Director.
In addition, Directors attended a number of ad hoc meetings
during the year.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The number of scheduled meetings held during the year to
31 March 2022 and the attendance of individual Directors are
shown in the table below:
Board
Audit
Committee
Management
Engagement
Committee
Nominations
Committee
Number of meetings
5
2
2
3
Glen Suarez
5
2
2
3
Steve Baldwin
5
2
2
3
Patrick Edwardson
5
2
2
3
Vicky Hastings
5
2
2
3
Elisabeth Stheeman
5
2
2
3
Gordon McQueen
2
1
1
1
Maxwell Ward
2
1
1
1
Gordon McQueen and Maxwell Ward retired from the Board with effect from 22 July 2021.