The Directors recognise the value of the UK Corporate Governance Code and have taken appropriate measures to ensure that the Company will comply, so far as is possible given the Company’s size and nature of business.

The only areas of non-compliance with the UK Corporate Governance Code is that there is no chief executive position within the Company, which is not in accordance with provision A.2.1 of the Corporate Governance Code. As an investment company the Company has no employees and therefore no requirement for a chief executive.

The Board will hold at least four meetings each year and all necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings. Certain matters are reserved for consideration by the Board (with other matters delegated to Board committees).

The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure and acquisitions and disposals in line with the Company’s investment strategy.

The Board has established an Audit Committee (to meet at least twice a year) and Management Engagement, Nominations and Remuneration Committees (to meet once a year), each composed of the Independent Non-Executive Directors, with Ian Mattioli also sitting on the Nominations Committee.

A Company Secretary has been engaged to assist in the management of the corporate governance process.

Matters reserved for the Board

Terms of Reference: Audit Committee

Non-audit fee policy

Terms of Reference: Management Engagement Committee

Terms of Reference: Nominations Committee

Terms of Reference: Remuneration Committee