Governance

This Corporate Governance Report explains how we apply the principles and provisions of the AIC Code. It provides details of the key aspects of our corporate governance framework and seeks to demonstrate how the Board and its Committees have operated during the year and how we exercise effective stewardship over the Company’s activities for the benefit of our shareholders as a whole, whilst having regard to the interests of wider stakeholders. The Board also considers other updated guidance and best practice.

We continued to keep the Board’s composition under review and appointed Paul Le Page in October 2023 to add to the energy sector experience of the Board. Post the year end, Caroline Chan was appointed to the Board on 1 April 2024 where her wealth of experience in investment funds, alongside her legal background, will also add to the skillset of the Board. More information on the Board’s diversity can be found here.

The AIC Code requires us to undertake externally facilitated Board evaluations at least every three years and the most recent review was undertaken by Lintstock Limited in February 2021. The next external Board Evaluation is due to be undertaken as part of the 2024 process. The external evaluation will be undertaken during the latter part of 2024, with final results to be tabled in February 2025. Further information on this year’s evaluation process and its findings can be found under ‘Annual Performance Evaluations’.

Patrick Firth is the appointed Chairman of the Audit Committee.

The separate Remuneration Committee was formed in February 2024. Paul Le Page is the appointed Chairman of the Committee. Click for further information on the Remuneration Committee.

The separate Nomination Committee was formed in February 2024. I am the appointed Chairwoman of the Committee. Further information can be found within the Nomination Committee Report.

Joanne Peacegood is the appointed Chairwoman of the Management Engagement Committee.

Josephine Bush is the appointed Chairwoman of the ESG Committee.

I was the appointed Chairwoman of the Market Disclosure Committee that was formed in November 2023.

We recognise the importance of engaging with our key stakeholders and information on how we do this can be found under ‘Engagement with Our Stakeholders’. The most recent shareholder perception study was undertaken by Rothschild & Co in April 2021. We continue to look at how we engage with all of our key stakeholders to ensure that our engagement is both appropriate for the Company’s business, and dynamic, so that we can respond as the business and our key stakeholders’ views evolve.

During the year, I valued the opportunity to engage with shareholders, actively listen to their comments, and understand their perspectives on the Company. I look forward to maintaining this ongoing dialogue with investors.

Helen Mahy,
Chairwoman
18 June 2024