267694 EdinburghIT AR 2024 WEB - Flipbook - Page 39
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 37
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 MARCH 2024
BUSINESS AND STATUS
The Company was incorporated and registered in Scotland
on 1 March 1889 as a public limited company, registered
number SC1836. It is an investment company as defined by
section 833 of the Companies Act 2006 and operates as an
investment trust within the meaning of the Corporation Tax
Act 2010 and the Investment Trust (Approved Company)
(Tax) Regulations 2011. HM Revenue & Customs have
approved the Company’s status as an investment trust and,
in the opinion of the Directors, the Company has conducted
its affairs so as to enable it to maintain such approval.
CORPORATE GOVERNANCE
The Corporate Governance Statement set out on page 33 is
included in this Directors’ Report by reference.
THE BOARD
At the year end the Board comprised five independent
non-executive Directors. The Company’s Corporate
Governance Framework is set out on page 32. This shows
the key objectives of the Board and also the membership
and key objectives of the Board’s committees which deal
with specific aspects of the Company’s affairs: the Audit,
Management Engagement and Nomination Committees.
The Board regards all the Directors to be wholly independent
of the Company’s Manager.
Statement on Board Diversity – Gender and Ethnic
Background
According to new requirements of the Listing Rules LR
9.8.6R(9) and (11) (applicable for periods from 1 April 2022),
the Company is required to include a statement in the annual
financial report setting out whether it has met the following
targets on board diversity as at 31 March 2024:
1) At least 40% of individuals on its board are women;
2) At least one of the senior board positions* is held by a
woman; and
3) At least one individual on its board is from a minority
ethnic background.
The following tables set out the gender and ethnic
diversity composition of the Board, in accordance with the
requirements of LR 9 Annex 2.
(a) Table for reporting on gender identity or sex
Number Percentage
of board
of the
members
board
Number
of senior
positions
on the
board (SID
and Chair)
Men
3
60%
1
Chair
Women
2
40%
1
The Chair of the Company is Elisabeth Stheeman. She has
been a member of the Board since 2019 and was appointed
Chair on 21 July 2022.
Not specified/
prefer not to say
–
–
–
Number Percentage
of board
of the
members
board
Number
of senior
positions
on the
board (SID
and Chair)
Senior Independent Director
(b) Table for reporting on ethnic background
The Company’s Senior Independent Director is Aidan Lisser
who was appointed to the role on 19 July 2023, following the
retirement of Vicky Hastings at the Company’s AGM on the
same day.
Board Balance and Diversity
The Board’s policy for the appointment of non-executive
directors is based on its belief in the benefits of having a
diverse range of experience, skills, length of service and
backgrounds, including but not limited to gender diversity.
The Board has considered the recommendations of the FTSE
Women Leaders review as well as the Parker review but does
not consider it appropriate to establish targets or quotas in
these regards. The policy is always to appoint the best person
for the job and there will be no discrimination on the grounds
of gender, race, ethnicity, religion, sexual orientation, age or
physical ability. The overriding aim of the policy is to ensure
that the Board is composed of a combination of people with
a range of business, financial or asset management skills
and experience relevant to the direction and control of the
Company for ensuring effective oversight of the Company
and constructive support and challenge to the Manager.
The Board comprises five non-executive directors of which, at
present, two are female. Summary biographical details of the
Directors are set out on pages 30 and 31.
White British
or other White
(including minority
white groups)
4
80%
2
Mixed Multiple
Ethnic Groups
–
–
–
Asian/Asian British
–
–
–
Black/African/
Caribbean/Black
British
1
20%
–
Other ethnic group,
including Arab
–
–
–
Not specified/
prefer not to say
–
–
–
*
The Company considers the positions of the Chair and Senior
Independent Director (SID) to be senior positions of the Board.
