Board and Corporate Governance2022-07-04T09:00:47+00:00
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Huw Evans
Huw Evans is Guernsey resident and qualified as a Chartered Accountant with KPMG (then Peat Marwick Mitchell) in 1983. He subsequently worked for three years in the Corporate Finance Department of Schroders before joining Phoenix Securities Limited in 1986. Over the next twelve years he advised a wide range of companies in financial services and other sectors on mergers and acquisitions and more general corporate strategy. Since moving to Guernsey in 2005 he has acted as a Director of a number of Guernsey-based companies and funds, including BH Macro Limited and Standard Life Investments Property Income Trust Limited. He holds an MA in Biochemistry from Cambridge University.
Thuy Bich Dam
Ms Thuy Bich Dam is currently President of Fulbright University Vietnam. Previously, she served in a number of senior leadership roles with banks in Vietnam, including nearly eight years with ANZ Bank Vietnam as CEO Vietnam, CEO Greater Mekong Region and Vice Chairwoman for the Greater Mekong Region. Ms Dam also was Head of Group Development Southeast Asia for the National Australian Bank.

Ms Dam began her career at Vietnam’s Ministry of Science, Technology and Environment, responsible for coordinating treaties between the government and the World Intellectual Property Organisation (WIPO) and the European Patent Office (EPO). From 1996 to 2005, Ms Dam worked as the Natural Resources Director of ANZ Investment Bank (Singapore). She holds a bachelor’s degree in English from Hanoi University, an MBA Finance from The Wharton School of Business at the University of Pennsylvania and completed the Advanced Management Program from Harvard Business School.

Kathryn Matthews
Ms. Kathryn A. Matthews has nearly 40 years of experience in the financial sector, with a focus on investment management. Her last executive position was at Fidelity International Investments in Hong Kong where she was the Chief Investment Officer for Asia ex Japan equities. Prior to that she held senior management roles with AXA Investment Managers, Santander Global Advisors Inc. and Baring Asset Management.
Ms. Matthews is currently a non-executive director at Barclays Bank UK Plc., the Australian Investment Management company Pendal Group Plc and its UK based subsidiary company J O Hambro Capital Management Holdings Ltd and also APERAM S.A., a stainless steel business headquartered in Luxembourg. In addition to these directorships she is a member of the charitable non listed Board of Trustees for The Nuffield Trust and a member of the Council for the Duchy of Lancaster.
Julian Healy
Julian Healy, who joined the board in July 2018, has held non-executive roles at a number of companies and banks in Central and Eastern Europe, Central Asia and Asia. He is currently a non-executive director of Fondul Proprietatea, a Romanian closed-end fund and of XacBank in Mongolia. Previously, Mr. Healy led Private Equity teams at the EBRD and, between 1995 and 2005, at the Fleming Group and its successor JP Morgan Asset Management. He is a chartered accountant and a graduate of Cambridge University.
Peter Hames
Mr Peter Hames spent 18 years of his investment career in Singapore, where in 1992 he co-founded Aberdeen Asset Management’s Asian operation and as Director of Asian Equities, he oversaw regional fund management teams responsible for running a number of top-rated and award-winning funds. Prior to joining Aberdeen, he started his career in banking in The City Of London and then worked as an investment manager for various members of the Guinness family.

Mr Hames is also director of MMIP Investment Management Limited, an independent member of the operating board of Genesis Investment Management, LLP, and is a director of The Genesis Emerging Markets Investment Company.

Hai Thanh Trinh
Mr Trinh has over 30 years’ business experience, having held various managerial and senior executive positions at financial services institutions in Vietnam and in the United States including An Binh Bank, Indochina Capital, New York Life and BAOVIET. He has recently retired as an Independent Director of Saigon Hanoi Commercial Bank. He currently also serves as Independent Director and Chairman of the Audit Committee for Van Phu Invest, a real estate developer in Vietnam which is listed on the Ho Chi Minh City Stock Exchange.

Mr Trinh holds an MBA in Finance & Investment from the George Washington University and a Bachelor in Commerce and Economics from the National Economics University (Hanoi).

Corporate Governance

The Board is committed to attain and maintain a high standard of corporate governance, with the ultimate aim being to protect shareholders’ and other stakeholders’ interests. In early 2012, the Board undertook a review of the Company’s corporate governance structure in light of developments in international standards and practices since the Company was incorporated in 2003. The review resulted in a number of changes designed to enhance shareholders’ rights, relating to annual general meetings, the re-election of Directors and the ability of shareholders to demand the convening of an extraordinary general meeting.

The Company is admitted to trading on the London Stock Exchange’s Main Market. The Board has considered the principles and recommendations of the Association of Investment Companies’ Code of Corporate Governance (“AIC Code”) by reference to the AIC Corporate Governance Guide for Investment Companies (“AIC Guide”). The AIC Code, as explained by the AIC Guide, addresses all of the principles set out in the UK Corporate Governance Code (“the UK Code”), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide clear information to shareholders. The AIC Code can be found on the AIC website at: The AIC Code of Corporate Governance

The UK Code includes provisions relating to:

• The role of the chief executive;
• Executive directors’ remuneration; and
• The need for an internal audit function.

For the reasons set out in the AIC Guide and in the pre-amble to the AIC Code, and as explained in the UK Code the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company’s day-to-day management and administration functions are outsourced to third parties. The Company has therefore not reported further in respect of these provisions.

The City Code on Takeovers and Mergers

The Company is subject to the UK City Code on Takeovers and Mergers.

Board Committees
The Board maintains four committees to fulfil certain responsibilities of the Board of Directors.

Audit Committee
The Audit and Valuation Committee, which meets at least twice a year, comprises all independent Directors and is chaired by Mr Haley. The Committee’s Chairman presents the Committee’s findings to the Board at each Board meeting.

The Committee is responsible for monitoring the process of production and ensuring the integrity of the Company’s accounts. The primary responsibilities of the Committee are: to oversee the relationship with the Auditor and make recommendations to the Board in relation to their re-appointment and to approve their remuneration and terms of engagement; to assess the Auditor’s independence and objectivity and the effectiveness of the audit process; to review the effectiveness of the Company’s internal control environment; to identify, assess, monitor and mitigate the risks associated with the Company’s business; to monitor adherence to best practice in corporate governance; and to review the Company’s whistleblowing arrangements and its procedures for detecting fraud and preventing bribery and corruption.

In discharging its responsibility to oversee the Auditor’s independence, the Audit and Valuation Committee considers whether any other engagements provided to the auditor will have an effect on, or perception of, compromising the Auditor’s independence and objectivity. The performance of services outside of external audit must be specific and approved by the Audit and Valuation Committee Chairman.

In relation to its remit over the valuation of investments, the Committee’s primary goal is to ensure that the Company’s investments are recorded at fair value. In doing so, the Committee reviews the reports of independent valuation specialists as well as reviewing the Investment Manager’s valuation process. Each individual valuation is reviewed in detail and the recommendations of the independent valuers may be accepted or modified. The Committee approves the fair value of investments used to prepare the financial statements.

Management Engagement Committee
The Management Engagement Committee comprises all independent Directors and is chaired by Ms Matthews. The Committee’s responsibilities include: reviewing the performance of the Investment Manager under the Investment Management Agreement and to consider any variation to the terms of the agreement. The Management Engagement Committee also reviews the performance of the nominated adviser, Company Secretary, corporate brokers, custodian, administrator and registrar and any matters concerning their respective agreements with the Company.

Remuneration Committee
The Remuneration Committee comprises all independent Directors and is chaired by Ms Dam. The Committee’s responsibilities include: setting the policy for the remuneration of the Company’s Chairman, the Audit and Valuation Committee Chairman and the Directors, and reviewing the ongoing appropriateness and relevance of the remuneration policy; determining the individual remuneration policy of each non-executive Director; agreeing the policy for authorising Directors’ expenses claims; and the selection and appointment of any remuneration consultants who advise the Committee.

Nomination Committee
The Nomination Committee comprises all independent Directors and is chaired by Mr Evans. The Committee’s responsibilities include: reviewing the structure, size and composition of the Board and making recommendations to the Board in respect of any changes; succession planning for the Chairman and the Directors; making recommendations to the Board concerning the membership and chairmanship of the Board committees; identifying and nominating for the approval of the Board candidates to fill Board vacancies; and, before any new appointment is recommended; evaluating the balance of skills, knowledge, experience and diversity within the Board and preparing an appropriate role description.

The Management Engagement Committee, the Remuneration Committee and the Nomination Committee each meet at least once a year.