The Directors are responsible for preparing the Strategic
Report, the Directors' Report, the Directors' Remuneration Report
and the Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. Under company law the Directors must not
approve the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs and profit
or loss of the Company for that year. In preparing these Financial
Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRS have been followed, subject to
any material departures disclosed and explained in the Financial
Statements;
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements and the Remuneration report comply with
the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors confirm that:
-- so far as each of the Directors is aware there is no relevant
audit information of which the Company's auditor is unaware;
and
-- the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
The Directors are responsible for preparing the Annual Report in
accordance with applicable law and regulations. The Directors
consider the Annual Report and the Financial Statements, taken as a
whole, provide the information necessary to assess the Company's
performance, business model and strategy and are fair balanced and
understandable.
The Company's Financial Statements are published on the TPIM
website, www.triplepoint.co.uk. The maintenance and integrity of
this website is the responsibility of TPIM and not of the Company.
Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation
in other jurisdictions.
To the best of our knowledge:
-- the Financial Statements, prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
On behalf of the Board
David Frank
Chairman
29 May 2014
Directors' Remuneration Report
Introduction
This report is submitted in accordance with schedule 8 of the
Large and Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008, in respect of the year ended 31 March 2014. This
report also meets the Financial Conduct Authority's Listing Rules
and describes how the Board has applied the principles relating to
Directors' remuneration set out in UK Corporate Governance Code
(issued September 2012). The new reporting requirements require two
sections to be included, a Policy Report and an Annual Remuneration
Report which are presented below.
Directors' Remuneration Policy Report
This statement of the Directors' Remuneration Policy is intended
to take effect following approval by shareholders at the Annual
General Meeting on 24 July 2014. The Board currently comprises
three Directors, all of whom are Non-Executive. The Board does not
have a separate remuneration committee as the Company has no
employees or executive directors. The Board has not retained
external advisers in relation to remuneration matters but has
access to information about Directors' fees paid by other companies
of a similar size and type. No views which are relevant to the
formulation of the Directors' remuneration policy have been
expressed to the Company by shareholders, whether at a general
meeting or otherwise.
The Board's policy is that the remuneration of Non-Executive
Directors should reflect the experience of the Board as a whole, be
fair and be comparable with that of other relevant Venture Capital
Trusts that are similar in size and have similar investment
objectives and structures. Furthermore, the level of remuneration
should be sufficient to attract and retain the Directors needed to
oversee the Company properly and to reflect the specific
circumstances of the Company, the duties and responsibilities of
the Directors and the value and amount of time committed to the
Company's affairs. The articles of association provide that the
Directors shall be paid in aggregate a sum not exceeding GBP100,000
per annum. None of the Directors is eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of
the Company.
The articles of association provide that Directors shall retire
and be subject to re-election at the first Annual General Meeting
after their appointment and that any Director who has not been
re-elected for three years shall retire and be subject to
re-election at the Annual General Meeting. Also any Director not
considered independent shall retire each year and offer himself for
re-election at the Annual General Meeting. The Directors' service
contracts provide for an appointment of twelve months, after which
three months' written notice must be given by either party. A
Director who ceases to hold office is not entitled to receive any
payment other than accrued fees (if any) for past services. The
same policies will apply if a new Director is appointed.
Details of each Director's contract are shown below. The
Chairman is paid more than the other Directors to reflect the
additional responsibilities of that role. There are no other fees
payable to the Directors for additional services outside of their
contracts.
Annual rate Annual rate
Unexpired term of Directors' of Directors'
of contract fees if net fees if net
at 31 March assets exceed assets are less
Date of Contract 2014 GBP25 million than GBP25 million
GBP GBP
David Frank, Chairman 11-Nov-10 None 17,500 15,000
Simon Acland 13-Mar-09 None 15,000 12,500
Michael Stanes 21-Nov-12 None 15,000 12,500
------------------------ ------------------- ----------------- ---------------- ---------------------
Following the Tender Offer, it was agree that the Directors'
remuneration would increase, in the case of David Frank, to
GBP17,500 and in the case of the other Directors to GBP15,000 if
the Company's net asset value exceeds GBP25 million. After the C
share allotment on 28 March 2014 the net asset value exceeded GBP25
million and therefore the annual rate of Directors' fees has now
increased to the higher level.
Annual Remuneration Report
The remuneration policy described above will be implemented with
effect from 24 July 2014 subject to approval at the Annual General
Meeting and remain unchanged for a three year period. The Board
will review the remuneration of the Directors in line with the VCT
industry on an annual basis, if thought appropriate. Otherwise,
only a change in role is likely to incur a change in remuneration
of any one Director.
Directors' Remuneration (audited information)
The fees paid to Directors in respect of the year ended 31 March
2014 and the prior year are shown below:
Emoluments for Emoluments for
the year ended the year ended
31 March 2014 31 March 2013
GBP GBP
David Frank 15,000 15,000
Simon Acland 12,500 12,500
Philip Marsden (resigned
on 21 November 2012) - 8,016
Michael Stanes 12,500 4,484
40,000 40,000
Employer's NI contributions 2,334 2,477
Total Emoluments 42,334 42,477
------------------------------ -----------------
None of the Directors is eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other benefits in
respect of their services as Non-Executive Directors of the
Company.
Information required on executive Directors, including the Chief
Executive Officer and employees, has been omitted because the
Company has neither and therefore it is not relevant.
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