In accordance with the Company's articles of association, the
shareholders are to vote on the continuation of the Company at the
Annual General Meeting in 2011. Accordingly a resolution that the
Company should cease to continue as presently constituted has been
included in the resolutions to be proposed at the general meeting.
While the outcome of the vote is uncertain and may result in the
wind up of the Company, the Board, after making enquiries and
bearing in mind the nature of Company's business and assets, have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. For
this reason, they continue to adopt the going concern basis in
preparing the consolidated financial statements.
The Board
The Board is comprised of six independent non-executive
Directors including the Chairman Nigel Cayzer and one
non-independent Director, Christopher Mills who is an employee of
the Investment Manager. Colin Hannaway resigned as a director on
31(st) December 2010 and John Grace was appointed as a director on
8(th) March 2011. The Board does not consider it necessary to
appoint a senior independent Director. As it has no employees of
its own, the Company does not have a Chief Executive. The
performance of the Company is considered in detail at each board
meeting. An evaluation of Directors' performance, their
independence and the work of the Board as a whole and its
committees is reviewed annually by the Nominations Committee. The
Directors also meet without the Chairman present in order to review
his performance. The Board considers that independence is not
compromised by the length of tenure and that it has the appropriate
balance of skills, experience, ages and length of service in the
circumstances. The majority of the Board is considered to be
independent.
The Board meets at least four times each year and deals with the
important aspects of the Company's affairs, including the setting
and monitoring of the investment strategy and the review of
investment performance.
The Investment Manager takes decisions as to the purchase and
sale of individual investments. The Directors have access to the
advice and services of the Company Secretary through its appointed
representatives who are responsible to the Board for ensuring that
Board procedures are followed and that applicable rules and
regulations are complied with. Directors are able to have access to
independent professional advice at the Company's expense if they
judge it necessary to discharge their responsibilities as
directors. To enable the Board to function effectively and allow
Directors to discharge their responsibilities, full and timely
access is given to all relevant information.
The table below shows the number of Board meetings attended by
each Director during the accounting year.
Audit Committee Nomination
Board meetings meetings Committee
attended attended meetings attended
Director (total 4) (total 2) (total 2)
Mr. N. Cayzer 3 0 1
Mr. S. Cabessa 4 1 2
Mr. W. Chatila 3 2 1
Mr. R. Evans 4 2 2
Mr. C. Hannaway* 2 1 1
Mr. C. Mills 4 N/A N/A
Mr. J. Radziwill 3 1 2
Mr. J. Grace** 1 N/A N/A
* resigned on 31 December 2010.
** appointed on 8 March 2011.
The biographical details for Directors currently in office are
shown on page 3.
Re-election of Directors
The Articles of Incorporation provide that Directors are
initially appointed until the following Annual General Meeting
when, it is required that they be re-elected by shareholders. John
Grace who was appointed to the Board on 8 March 2011, will
therefore seek re-election to the Board at the Annual General
Meeting. The Articles of Incorporation also provide that each year
one-third of the Directors shall retire by rotation. The retiring
Directors will then be eligible for reappointment. Accordingly,
Sidney Cabessa will retire by rotation and, being eligible, seeks
re-election to the Board at the Annual General Meeting.
Having served for more than nine years as non-executive
directors and in accordance with the Code, Nigel Cayzer and Rupert
Evans are also retiring and, being eligible, seek re-election to
the Board.
In accordance with Listing Rule 15.2.13A, which requires
Directors or members of the Manager to be subject to annual
election, Christopher Mills is a member of the Investment Manager,
and accordingly, is retiring and, being eligible, seeks re-election
to the Board.
The Board continues to believe that Mr Cabessa, Mr Cayzer and Mr
Evans are independent and that all Directors standing for
re-election make an effective and valuable contribution to the
Board.
Internal Controls
The Board is responsible for the Group's system of internal
control and for reviewing its effectiveness, which was in place up
to the date the accounts were signed. The Board has regularly
reviewed the effectiveness of the system of internal controls in
place. The Board believes that the key risks identified and
implementation of the system to monitor and manage those risks, are
appropriate to the Company's business as an investment company. The
ongoing risk assessment includes the monitoring of the financial,
operational and compliance risks as well as an evaluation of the
scope and quality of the system of internal control adopted by the
third party service providers. The Board regularly reviews the
delegated services to ensure their continued competitiveness and
effectiveness. The system is designed to ensure regular
communication of the results of monitoring by the third parties
to the Board and the incidence of any significant control failings
or weaknesses that have been identified and the extent to which
they have resulted in unforeseen outcomes or contingences that may
have a material impact on the Group's performance or operations.
The Board believes that, although robust, the Group's system of
internal controls is designed to manage rather than eliminate the
risk of failure to achieve business objectives.
Any system can provide only reasonable and not absolute
assurance against material misstatement or loss. The Company does
not have an internal audit function as it uses third party service
providers and does not employ any staff, nor does the Board
consider it appropriate to do so.
Board Committees
Audit Committee
The Audit Committee is chaired by Walid Chatila. The Audit
Committee is made up of the six wholly independent non-executive
Directors, Walid Chatila, Nigel Cayzer, Rupert Evans, Sidney
Cabessa, John Grace and John Radziwill.
The function of the Audit Committee is to ensure that the
Company maintains the highest standards of integrity, financial
reporting and internal control. The Committee's terms of reference
are available from the Company's website. The Committee's main
functions are:
-- To review and make recommendations to the Board on the
appointment and remuneration of the Company's auditor, the scope of
the audit, any questions of resignation or dismissal of the auditor
and to approve the auditor remuneration and terms of
engagement;
-- To discuss with the auditor the nature and scope of the audit
and to keep under review such scope and its cost effectiveness;
-- To review and monitor the integrity of the Company's
half-year and annual accounts and any other financial information
published by the Company; and
-- To ensure that the internal control systems of the Company's
service providers are adequate;
-- To consider annually whether there is a need for the company
to have its own audit function.
The Audit Committee met with KPMG Channel Islands Limited, the
Company's external auditor once during the year to review the
Annual Financial Statements. The Audit Committee may meet more
frequently if the Audit Committee deems necessary or if required by
the Company's Auditor.
The Audit Committee receive each year a report from the Auditor
which includes any matters which the Auditor consider to bear on
their independence and which require disclosure to the Company. The
Audit Committee is satisfied that KPMG Channel Islands Limited has
adequate policies and safeguards in place to ensure that auditor
objectivity and independence is maintained.
The Audit Committee is authorised by the Board to investigate
any activity within its terms of reference. It is authorised to
obtain outside legal or other independent professional advice and
to secure the attendance of outsiders with relevant experience and
expertise if it considers this necessary. The Board on an ongoing
basis evaluates its own effectiveness, the effectiveness of its
Committees and the division of responsibilities between the Board
and the Investment Manager.
Nomination Committee
A Nomination Committee has been established, comprising of all
of the independent non-executive directors. The Nominations
Committee is chaired by Nigel Cayzer. The Nomination Committee
meets annually to evaluate the effectiveness of the Board and its
Committees and to evaluate the balance of skills, knowledge and
experience on the Board and the division of responsibilities
between the Board and the Investment Manager. The Nominations
Committee also meets as and when appropriate to replace Directors
who retire from the Board, leading the process for Board
appointments and making recommendations to the Board.
The Board has not deemed it necessary to appoint a Remuneration
Committee as, being comprised of a majority of wholly independent
Directors; the whole Board considers these matters on an ongoing
basis.
Shareholders
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