The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 42
40 / GOVERNANCE / THE EDINBURGH INVESTMENT TRUST PLC
Directors’ Report / continued
from shareholders every year to buy back and sell shares. No
shares were issued in the year. During the year 1,104,800 ordinary
shares were repurchased for holding in treasury at an average
price of 632.95p per share (including costs). Since the year end,
290,000 ordinary shares have been bought back for holding in
treasury.
SUBSTANTIAL HOLDINGS IN THE COMPANY
The Company is aware of, or has received notifications in accordance with the Financial Conduct Authority’s (‘FCA’) Disclosure Guidance
and Transparency Rule 5.1.2R of the following interests in 3% or more of the voting rights attaching to the Company’s issued share capital:
Rathbone Investment Management
Restrictions
There are no restrictions concerning the transfer of securities in
the Company, no special rights with regard to control attached to
securities, no agreements between holders of securities regarding
their transfer known to the Company, no restrictions on the
distribution of dividends and the repayment of capital, and no
agreements to which the Company is party that might affect its
control following a successful takeover bid.
Voting
At a general meeting of the Company, every shareholder has
one vote on a show of hands and, on a poll, one vote for each
share held. The notice of general meeting specifies deadlines for
exercising voting rights either by proxy or present in person in
relation to resolutions to be passed at a general meeting.
Repurchase Powers
The Board’s current powers to repurchase shares and proposals
for their renewal are disclosed on page 41.
DISCLOSURES REQUIRED BY UKLA LISTING RULE 9.8.4
The above rule requires listed companies to report certain
information in a single identifiable section of their annual financial
reports. None of the prescribed information is applicable to the
Company for the year under review.
INDIVIDUAL SAVINGS ACCOUNT (ISA)
The ordinary shares of the Company are qualifying investments
under applicable ISA regulations.
BUSINESS OF THE ANNUAL GENERAL MEETING (AGM)
The following summarises the business of the forthcoming
AGM of the Company, which is to be held on 21 July 2022
at 11am. The notice of the AGM and related notes can be found
on pages 77 to 80. All resolutions are ordinary resolutions unless
otherwise identified.
Resolution 1 is for members to receive and consider this Annual
Financial Report (AFR), including the financial statements and
auditor’s report.
Shares
%
10,390,173
6.08
Resolution 2 is to approve the Directors’ Remuneration Policy as
set out on page 43.
Resolution 3 is for members to approve the Annual Statement
and Report on Remuneration for the year ended 31 March 2022.
Resolution 4 is to declare a final dividend for the year.
Resolutions 5 to 8 are to re-elect the Directors. Biographies of the
Directors can be found on pages 28 and 29.
Resolution 9 is to elect Aidan Lisser as a Director. Aidan's
biography can be found in the Chairman’s Statement on page 7.
Glen Suarez will not be offering himself for re-election at
the AGM having completed a nine year term as a director of
the Company. All other Directors will stand for re-election by
shareholders at the AGM. The Board has determined that each
of the Directors is independent, continues to perform effectively
and demonstrates commitment to their role. Their balance of
knowledge and skills combined with their diversity and business
experience makes a major contribution to the functions of the
Board and its Committees. Elisabeth Stheeman has extensive
executive and non-executive experience in financial services
and real estate that bring highly relevant and valuable skills to
the Board. Steven Baldwin is a Chartered Accountant and his
experience in a range of industries brings a breadth of experience
to the meetings. Victoria Hastings had an executive career in the
investment management industry that has brought her broad
sector experience to the Board. Patrick Edwardson has years of
investment experience as a fund manager and deep knowledge
of the UK equity market and investment companies. Aidan Lisser
will be appointed a director with effect from 27 May 2022. Aidan
has considerable experience as an investment trust non-executive
director and is also a member of the AIC's Marketing Committee.
Resolutions 10 and 11 are to re-appoint PricewaterhouseCoopers
LLP as auditor and to authorise the Audit Committee to determine
their remuneration.