The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 45
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 43
Directors’ Remuneration Report
For the year ended 31 March 2022
This report has been prepared under the requirements of
The Large and Medium-sized Companies and Group (Accounts
and Reports) (Amendment) Regulations 2013.
The Company’s auditor is required to audit certain of the
disclosures provided in this Report. Where disclosures have
been audited, they are indicated in this Report. The independent
auditor’s opinion is included on pages 47 to 53.
REMUNERATION RESPONSIBILITIES
The level of Directors’ remuneration is reviewed annually,
although such review will not automatically result in any
changes. This Directors’ Remuneration Policy will apply to any
new directors, who will be paid the appropriate fee based on
the Directors’ fees level in place at the date of appointment.
The Board will consider, where raised, shareholders’ views on
Directors’ remuneration.
The Board may amend the level of remuneration paid to Directors
within the parameters of the Directors’ Remuneration Policy.
The Board has resolved that a remuneration committee is not
appropriate for a company of this size and nature. Remuneration
is therefore regarded as part of the Board’s responsibilities to
be addressed regularly. All Directors are non-executive and
all participate in meetings of the Board at which Directors’
remuneration is considered.
This Directors’ Remuneration Policy is the same as that currently
followed by the Board as disclosed in last year’s Directors’
Remuneration Report.
DIRECTORS’ REMUNERATION POLICY
ANNUAL STATEMENT ON DIRECTORS’ REMUNERATION
The Directors’ Remuneration Policy (the ‘Policy’) is put before
shareholders for approval every three years and was approved by
shareholders at the AGM on 25 July 2019 and became effective on
that date. The Policy will be put before shareholders for approval
at the AGM on 21 July 2022.
For the year ended 31 March 2022, fees paid to the Directors per
annum were:
The policy is that the remuneration of Directors: be fair and
reasonable in relation to that of other investment trusts and
to the time commitment and responsibilities undertaken; be
reviewed relative to movements in the Retail Price Index; be
sufficient to retain and motivate appointees, as well as ensure that
candidates of a high calibre are recruited to the Board but not be
more than necessary for the purpose; and take into consideration
any committee memberships and chairmanship duties.
Fees for the Directors are determined by the Board within the
limits stated in the Company’s Articles of Association (’Articles’).
The maximum currently is £250,000 in aggregate per annum.
Directors do not have service contracts. Directors are appointed
under letters of appointment, copies of which are available for
inspection at the registered office of the Company. Directors are
entitled to be reimbursed for any reasonable expenses properly
incurred by them in the performance of their duties. Directors
are not eligible for bonuses, pension benefits, share options or
other incentives or benefits. There are no agreements between
the Company and its Directors concerning compensation for loss
of office.
Notwithstanding the above, the Company’s Articles also provide
that additional discretionary payments can be made for services
which, in the opinion of the Directors, are outside the scope of
the ordinary duties of a Director.
The Company has no employees and consequently has no policy
on the remuneration of employees.
Role
Chairman
Senior Independent
Director
Audit Committee
Chairman
Director
Current fee
from
1 December
2021
£
Previous fee
before
1 December
2021
£
Percentage
increase
during the
year
%
44,000
44,000
–
31,500
30,250
4.0
35,000
33,000
6.0
28,500
26,500
7.5
During the year the Board reviewed Directors’ fees and considered
non-executive salary information of similar investment companies.
The Directors’ fees had previously been increased in 2020. The
increases in 2021 of approximately 6% bring the fee level more in
line with market rates and reflect the significant increase in time
required to meet regulatory requirements. The increases also
provide the Board with flexibility to appoint new directors during
the period of Board succession. The Chairman’s fee remains
unchanged. The overall remuneration of the Board has fallen
compared to 2021.