267694 EdinburghIT AR 2024 WEB - Flipbook - Page 43
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 41
During the year in review, the individual Directors attended
100% of possible meetings of the Board and Committees.
DIRECTORS
Directors’ Interests in Shares
The Directors’ interests in the ordinary share capital of the
Company are disclosed in the Directors’ Remuneration
Report on page 49.
Disclosable Interests
No Director was a party to, or had any interests in, any
contract or arrangement with the Company at any time
during the year or at the year end.
Directors’ Indemnities and Insurance
The Company maintains Directors’ and Officers’ liability
insurance which provides appropriate cover for any legal
action brought against its Directors. In addition, individual
deeds of indemnity have been executed on behalf of the
Company for each of the Directors under the Company’s
Articles of Association. Subject to the provisions of UK
legislation, these deeds provide that the Directors may be
indemnified out of the assets of the Company in respect of
liabilities they may sustain or incur in connection with their
appointment.
CONFLICTS OF INTEREST
A Director must avoid a situation where he or she has, or
can have, a direct or indirect interest that conflicts, or has
the potential to conflict with the Company’s interests. The
Articles of Association of the Company give the Directors
authority to authorise potential conflicts of interest and
there are safeguards which apply when Directors decide
whether to do so. First, only Directors who have no interest
in the matter being considered are able to take the relevant
decision, and second, in taking the decision the Directors
must act in a way they consider, in good faith, will be most
likely to promote the Company’s success. The Directors can
impose limits or conditions when giving authorisation if they
think this is appropriate.
The Directors have declared any potential conflicts of
interest to the Company. The register of potential conflicts
of interests is kept at the registered office of the Company.
It is reviewed regularly by the Board and Directors know
to advise the Company Secretary as soon as they become
aware of any potential conflicts of interest.
INTERNAL CONTROLS AND RISK MANAGEMENT
The AIC Code requires the Board to oversee the effectiveness
of the Company’s system of internal controls. The Board
assumes its ultimate responsibility for the Company’s system
of internal controls and for monitoring its effectiveness.
The Company’s system of internal controls is designed to
manage rather than eliminate risk of failure to achieve the
Company’s investment objective and/ or adhere to the
Company’s investment policy and/or investment limits.
This system can therefore provide only reasonable and not
absolute assurance against material misstatement or loss.
The Board has undertaken a review of the aspects covered by
the guidance and has identified risk management controls in
the key areas of business objectives, accounting, compliance,
operations and secretarial as being matters of particular
importance upon which it requires reports.
The Board believes that the existing arrangements, set
out below, represent an appropriate framework to meet
the internal control requirements. By these procedures
the Directors have kept under review the effectiveness
of the internal control system throughout the year and up to
the date of this report.
The Company’s internal controls and risk management
systems have been reviewed with the Manager against risk
parameters approved by the Board. The Board reviews a
risk control summary at its quarterly Board meetings and
an annual formal review of the risk procedures and controls
in place at the Manager and other key service providers is
performed.
The Audit Committee reviews and makes recommendations
to the Board, at least annually, the effectiveness of the
Company’s system of internal controls, including financial,
operational and compliance and risk management systems.
The Board confirms that necessary actions would be taken to
remedy any significant failings or weaknesses identified from
their review and that no significant failings or weaknesses
occurred throughout the year ended 31 March 2024 and up
to the date of this annual financial report.
The Company’s disclosure with respect to SECR reporting is
given in the Strategic Report on page 28.
The Board reviews financial reports and performance against
forecasts, relevant stock market criteria and the Company’s
peer group. In addition, the Manager and custodian maintain
their own systems of internal controls and risk management
and the Board and Audit Committee receive regular reports
from the Compliance Department of the Manager. Formal
reports are also produced annually on the internal controls
and procedures in place for the operation of secretarial,
administrative, custodial, investment management and
accounting activities.
PROPOSED DIVIDENDS
GOING CONCERN
The Directors propose payment of a final dividend to
shareholders, the details of this are given on page 15 of the
Strategic Report.
The financial statements have been prepared on a going
concern basis. The Directors consider this is the appropriate
basis as they have a reasonable expectation that the
Company has adequate resources to continue in operational
existence for the foreseeable future, being taken as at least
STREAMLINED ENERGY & CARBON REPORTING
‘SECR’
