The Board is responsible for managing the Company on behalf of its shareholders. In order to create and deliver sustainable shareholder value, the Board must establish the objectives and policies of the Group, set the overall strategic direction and ensure it is delivered within an appropriate framework of reward, incentive and control. The Board has at least four scheduled Board meetings each year, and uses a structured agenda to ensure all key areas are reviewed over the course of the year.
Certain responsibilities of the Board are delegated to Board Committees to assist the Board in carrying out its functions and to ensure independent oversight of internal control and risk management. Each Board Committee's terms of reference set out the specific matters for which delegated authority has been given.
The Board has four committees in operation:
• The Audit and Valuation Committee comprises all independent directors and is chaired by Mike Gray. 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.
• The Management Engagement Committee comprises all independent Directors and is chaired by Mr Adams. 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.
• 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.
• The Nomination Committee comprises all independent Directors and is chaired by Mr Bates. 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.