The Board

The Company’s Board of Directors is comprised of prominent investment and industry professionals.

The Board of Directors is responsible for the determination of the Company’s investment policy and overall investment strategy. The Directors are also responsible for the review of the Company’s investment activity and performance, and the control and supervision of the Investment Manager. All of the Directors are non-executive and are independent of the Investment Manager.

Board of Directors

Graeme Proudfoot

Chairman

Graeme Proudfoot is currently chairman of Blackrock Income and Growth Investment Trust plc and brings a wealth of asset management expertise and investment trust experience, having spent his executive career at Invesco, latterly as Managing Director, EMEA and CEO of Invesco Pensions. Graeme joined Invesco in 1992 as a legal advisor and held various roles within the Invesco Group, including General Counsel of Invesco Global, before moving to take responsibility for a number of businesses in the UK including Invesco’s investment trust business, which he led from 1999 until his retirement from Invesco in 2019, during which period it was one of the leading businesses in the industry with trusts with a range of investment styles and structures. Prior to joining Invesco, Graeme began his career at Wilde Sapte, Solicitors, practising in London and New York.

Oliver Grundy

Chairman of the Audit and Valuation Committee

Oliver Grundy was an audit partner of Deloitte, LLP for 28 years until his retirement in November 2019. He worked both in London and New York in various roles, including leading Deloitte’s Banking Group which comprised a team of 35 partners and 500 professionals. Subsequently he became the audit and advisory partner to significant funds. From 2017 to 2019 he was the Deloitte UK ethics partner, with responsibility for all whistleblowing and conduct matters as well as the firm’s Public Interest Review Group.

Nick Campsie

Chairman of the Management Engagement Committee

Nick Campsie is an economist and investor who has held senior positions in the asset management industry, including a decade as a Partner of Eton Park Capital Management. He was previously an Associate Director at Terra Firma Capital Partners and an Associate at McKinsey and Company.

Nick is Chairman of the Legal Aid Agency, a non-executive director of HM Prisons and Probation, and an independent member of the London Policing Board, which oversees the turnaround of the Metropolitan Police. He is a trustee of the Tasso Foundation, a charity supporting disadvantaged young people, which he founded in 2019.

Mark Katzenellenbogen

Board Member

Mark Katzenellenbogen has been involved in financial services for over 35 years. Since 2007 he has been CEO of Auden Capital LLP, a London based corporate finance advisory firm specialising in the investment and wealth management sector. He began his career with S.G Warburg in credit and banking, prior to working for the bank’s mergers and acquisitions department.

Martin Rigby

Board Member

Martin Rigby has been a venture capital fund manager for over 30 years. He is founder and managing director of ET Capital Limited, an early-stage venture investment firm based in Cambridge. Prior to founding ET Capital, he was an investment manager at 3i plc.

He is chairman of FSE Group, which manages a series of equity and debt funds across the UK with £350M AUM.  He was chairman of MJog, the medtech messaging business, and a non-executive director of Bango plc, the listed (AIM: BGO) mobile payments provider.  He is an advisory board member of The Bettany Centre for Entrepreneurship at Cranfield University. He read history for his first degree at New College, Oxford, has an MBA from Cranfield, and a degree in IT and Computing from The Open University.

Governance

The Directors meet at least five times per annum and more often if required. All independent Directors are members of the Board’s existing committees. The Board is chaired by Graeme Proudfoot.

The Company’s Audit and Valuation Committee meets at least twice a year or more often, if required. The Audit and Valuation Committee examines the effectiveness of the Company’s control systems. It reviews the half-yearly and annual reports and also receives financial information from the Investment Manager. In addition, it reviews the scope, results, cost effectiveness, independence and objectivity of the external auditor and is responsible for monitoring the Company’s valuation policies and methods. The Committee is chaired by Oliver Grundy.

The Company’s Management Engagement Committee meets at least once a year or more often, if required. Its principal duty is to consider the terms of appointment of the Investment Manager and it annually reviews that appointment and the terms of the Management Agreement. The Management Engagement Committee is principally responsible for reasonably satisfying itself that the IMA is fair, and its terms remain appropriate, relevant, competitive and sensible. The Committee is chaired by Oliver Grundy.

The Company’s Nominations Committee meets at least once a year or more often, if required. Its principal duty is to review the structure, size and composition of the Board. The Committee is also responsible for considering succession planning and the results of the Board performance evaluation. The Committee is chaired by Mark Katzenellenbogen.

The Company’s Disclosure Committee monitors the implementation of procedures for identifying inside information when it arises and ensures the Company complies with its disclosure and other obligations in respect of such inside information. The Committee is chaired by Mark Katzenellenbogen.

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