Statement of Compliance with the AIC Code

The Directors place a large degree of importance on ensuring that high standards of corporate governance are maintained and have therefore chosen to comply with the provisions of the AIC Code of Corporate Governance published in February 2019 (the “AIC Code”).

The Board has considered the principles and provisions of the AIC Code. The AIC Code addresses all the principles and provisions set out in the 2018 UK Corporate Governance Code (the “UK Code”), as well as setting out additional provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information to stakeholders. The AIC Code is available on the AIC website.

Review the Board's Statement of Compliance with the AIC Code of Corporate Governance on page 89 of the 2022 Annual Report.

Roles and Responsibilities of the Chair

Review details here: The Chair

Roles and Responsibilities of the Senior Independent Director

Review details here: Senior Independent Director

Schedule of Matters Reserved for the Board of Directors

Review details here: Board of Directors

Audit and Risk Committee

The Audit and Risk Committee consists of Steven Wilderspin (Chair), Anulika Ajufo, Libby Burne, and Francesca Barnes. All committee members are deemed by the Board to have recent and relevant financial and sector experience.

The Audit and Risk Committee is responsible for the review of the Company's accounting policies, periodic financial statements, auditor engagement and certain regulatory compliance matters. Additionally, the Audit Committee is responsible for making appropriate recommendations to the Board and ensuring that the Company complies to the best of its ability with applicable laws and regulations, and adheres to the tenet of generally-accepted codes of conduct. The Audit and Risk Committee receives information from the Company Secretary's compliance department and the external auditor.

Audit and Risk Committee Terms of Reference

The Company considers the ongoing interests of investors on the basis of open and regular dialogue with the Investment Manager. The Company keeps abreast of regulatory and statutory changes and responds as appropriate.

Nomination Committee

The Nomination Committee consists of  Ed Warner (Chair), Anulika Ajufo, Francesca Barnes, Libby Burne, and Steve Wilderspin.

The mandate of the Nomination Committee is to consider issues related to Board composition and the appointment of directors.

Nomination Committee Terms of Reference

Management Engagement and Service Provider Committee

The Management Engagement and Service Provider Committee ("MESPC") consists of Libby Burne (Chair), Anulika AjufoFrancesca BarnesEd Warner and Steve Wilderspin. The other directors of the Company may attend by invitation of the committee.

The mandate of the MESPC is to ensure the safe and accurate management and administration of the Company's affairs and business on terms which are competitive and reasonable for the shareholders.

Management Engagement and Service Provider Committee Terms of Reference

Remuneration Committee

The Remuneration Committee consists of Francesca Barnes (Chair), Ed Warner, Libby Burne, and Steve Wilderspin.

This Committee has been established to determine the policy for Directors’ remuneration, to set the remuneration of the Chair of the Board, and to consider the need to appoint external remuneration consultants.

Remuneration Committee Terms of Reference