267694 EdinburghIT AR 2024 WEB - Flipbook - Page 42
40 / GOVERNANCE / THE EDINBURGH INVESTMENT TRUST PLC
DIRECTORS’ REPORT / CONTINUED
considered that the continued participation on the Board of
an individual Director, or the Chair, is in the best interests of
the Company and its shareholders. This is also subject to the
Director’s re-election annually by shareholders. The Board
considers that this policy encourages regular refreshment
and is conducive to fostering diversity.
BOARD, COMMITTEE AND DIRECTORS’
PERFORMANCE APPRAISAL
The Directors recognise the importance of the AIC Code’s
recommendation in respect of evaluating the performance
of the Board as a whole, the Committees of the Board and
individual Directors.
In 2024 an internal review of the Board, its Committees and
individual Directors was conducted. The process involved the
use of online evaluation forms to assess the balance of skills,
experience, knowledge, independence and effectiveness of
the Directors. In carrying out these evaluations, each Director
is assessed on their relevant experience, their strengths and
weaknesses in relation to the overall requirements of the
Board and their commitment to the Company in terms of time
by regular attendance and participation at Board meetings.
The process is constructed to assess the contribution of
individual Directors to the overall operation of the Board and
its Committees.
As part of the evaluation, key enablers of Board and
Committee performance were reviewed, with a particular
focus on the Company’s strategic priorities, succession
planning, and engagement with the Manager. The review
was positive, and no critical issues were identified. The
recommendations from the report were agreed by the Board.
Key priorities identified for the year ahead include executing
the agreed marketing strategy, discount management, ESG
matters and broadening relationships with the Portfolio
Manager’s wider team.
The Board, through the work of the Nomination Committee,
has determined that each Director standing for re-election
continues to offer relevant experience, effectively contributes
to the operation of the Board and has demonstrated
independent views on a range of subjects. The Committee is
satisfied that the structure, mix of skills and operation of the
Board continue to be effective and relevant for the Company.
In 2023 the Board appointed Lintstock Limited, an external
consultant, to undertake a review of the Board, its Committees
and individual Directors, with a further external evaluation to
be conducted for the year ending 31 March 2026.
ATTENDANCE AT BOARD AND COMMITTEE
MEETINGS
All Directors are considered to have an excellent attendance
record at Board and Committee meetings of the Company.
The table below sets out the number of scheduled Directors’
meetings held during the year and the number of meetings
attended by each Director. In addition, Directors attended a
number of ad hoc meetings during the year.
The number of scheduled meetings held during the year to
31 March 2024 and the attendance of individual Directors are
shown in the table below:
Board
Audit
Committee
Management
Engagement
Committee
Nominations
Committee
Number of meetings
(total possible/individual attendance)
6
4
2
2
Elisabeth Stheeman
6
4
2
2
Steve Baldwin
6
4
2
2
Patrick Edwardson
6
4
2
2
Aidan Lisser
6
4
2
2
Annabel Tagoe-Bannerman
6
4
2
2
2/2
1/1
1/1
1/1
Vicky Hastings
1
1
In addition to a self-assessment, the Chair conducted in
person or telephone meetings with each Director individually
to discuss their performance and development needs.
The Chair evaluated the skills and performance of each
Director and concluded to take appropriate action when
development needs arise and that each Director is making a
positive contribution. The review of the Chair’s performance
was conducted by the Board and led by the SID, who relayed
very positive feedback to the Chair privately and shared a
summary with the Board.
Vicky Hastings retired from the Board with effect from 19 July 2023.
