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.