267694 EdinburghIT AR 2024 WEB - Flipbook - Page 34
32 / GOVERNANCE / THE EDINBURGH INVESTMENT TRUST PLC
THE COMPANY’S CORPORATE GOVERNANCE
FRAMEWORK
THE BOARD AND COMMITTEES
The Board is ultimately responsible to shareholders for the direction, governance, management, performance and long-term
sustainable success of the Company. The responsibilities of the Board include setting the Company’s strategic aims, providing
the leadership to put them into effect, supervising the Manager and reporting to shareholders on their stewardship. In doing
so, the Directors comply with their duties under Section 172 of the Companies Act 2006.
The Board has established certain principal committees to assist it in fulfilling its oversight responsibilities, providing a
dedicated focus on particular areas, as set out below. Terms of reference of the Board Committees are available on the
Company’s website at www.edinburgh-investment-trust.co.uk
The Company’s corporate governance framework is designed to support a closed-end externally managed investment
company, where all of the Company’s day-to-day management and administrative functions are outsourced to third parties.
As a result, the Company has no executive Directors, employees or internal operations.
The Board
Chair Elisabeth Stheeman, Senior Independent Director Aidan Lisser, three additional non-executive directors (NEDs).
Chair
Key responsibilities:
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to provide leadership of the Board, ensuring its effectiveness in all aspects of its role;
to set Board agenda and ensure that adequate time is available for discussion;
to promote a culture of openness ensuring that each Board member’s views are considered;
to ensure that Directors receive accurate, timely and clear information;
to ensure the Board as a whole has a clear understanding of the views of shareholders;
to ensure that the Board complies with its obligations under Section 172 Companies Act 2006, by taking into account
the needs of the Company’s wider stakeholders;
to ensure oversight of the Manager and other external service providers; and
to encourage constructive challenge and scrutiny of the performance of all outsourced activities
Senior Independent Director (SID)
Key responsibilities:
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to provide a sounding board for the Chair;
to serve as an intermediary for the other directors and shareholders; and
to lead annual appraisal of the Chair’s performance and recruitment process for the position of the Chair.
Audit Committee
Management Engagement
Committee
Nomination Committee
All NEDs
All NEDs
All NEDs
Chair: Steve Baldwin
Chair: Patrick Edwardson
Chair: Elisabeth Stheeman
Key responsibilities:
– to oversee the control
environment and financial
reporting;
– to make a recommendation
for the appointment of the
auditor; and
– to review the performance
of other service providers,
including the auditor.
Key responsibilities:
– to review regularly the
management contract and
the performance of the
Manager.
Key responsibilities:
– to review regularly
the Board’s structure,
composition and
performance;
– to make recommendations
for any changes or new
appointments; and
- to set the culture and
values of the Company.
Remuneration Committee
Function
The Board as a whole
performs this function
Key responsibilities:
– to set the remuneration
policy of the Company.
