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

Kevin Ingram

Chairman

Kevin Ingram was an audit partner of PricewaterhouseCoopers LLP. He specialised in the audit of financial services businesses and the audit of investment products including investment trusts, open-ended funds, hedge funds and private equity funds. He headed PricewaterhouseCoopers LLP’s UK investment funds audit practice from 2000 to 2007. He retired from PricewaterhouseCoopers LLP in 2009. Kevin was formerly senior independent director of Aberdeen Diversified Income and Growth Trust PLC from April 2017 until he retired in February 2019.

Previously, Mr. Ingram was the chairman of the Board of Aberdeen UK Tracker Trust PLC and was the chairman of the Audit Committee of that Trust from March 2010 until he was appointed chairman of the Board in April 2013. He is a Chartered Accountant and member of the Institute of Chartered Accountants in England and Wales. He is also the chairman of the Audit Committee of the Westminster Catholic Diocesan Trust.

Clive Peggram

Chairman of the Audit and Valuation Committee

Clive Peggram is Chairman of Apex2100, an elite sports performance facility based in France. He has over 35 years of experience in financial derivatives, hedge funds and private equity. He was chief executive officer of the operating businesses of Financial Risk Management, a US $10 billion institutionally focused hedge fund of fund manager. Mr. Peggram previously worked in a number of different roles, gaining considerable experience of the developing derivative and capital markets. Mr. Peggram is a non-executive director of an Italian focused private equity fund and an independent partner of Cairn Loan Investments LLP. He also serves as a trustee of the Apex2100 Foundation.

Oliver Grundy

Board Member

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.

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. Since 2005 Mark has been a non-executive director of Oldfield, a long-only value equity manager.

Elizabeth Passey

Board Member

Elizabeth Passey is a Senior Adviser to J. Stern & Co Private Investment Office, Member of the Board of the National Lottery Community Fund and Chairman of the Rural Payments Agency. She is a past managing director of Morgan Stanley, past Chairman of the Board of Morgan Stanley International Foundation and past managing director of Investec Asset Management. She is the Convener of Court of The University of Glasgow.

Graeme Proudfoot

Board Member

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.

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 Kevin Ingram.

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 Clive Peggram.

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 Clive Peggram.

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 Kevin Ingram.

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 Elizabeth Passey.

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