267694 EdinburghIT AR 2024 WEB - Flipbook - Page 48
46 / GOVERNANCE / THE EDINBURGH INVESTMENT TRUST PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 MARCH 2024
This report has been prepared under the requirements of The
Large and Medium-sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013.
The Company’s auditor is required to audit certain of the
disclosures provided in this Report. Where disclosures
have been audited, they are indicated in this Report. The
independent auditor’s opinion is included on pages 51 to 57.
REMUNERATION RESPONSIBILITIES
The Board has resolved that a remuneration committee
is not appropriate for a company of this size and nature.
Remuneration is therefore regarded as part of the Board’s
responsibilities to be addressed regularly. All Directors are
non-executive and they all participate in meetings of the
Board at which Directors’ remuneration is considered.
DIRECTORS’ REMUNERATION POLICY
The Directors’ Remuneration Policy (the ‘Policy’) is put
before shareholders for approval every three years and was
approved by shareholders at the AGM on 21 July 2022 and
became effective on that date.
The policy is that the remuneration of Directors should be
fair and reasonable in relation to that of other investment
trusts and to the time commitment and responsibilities
undertaken. It should also be reviewed relative to movements
in the Consumer Price Index and be sufficient and motivate
appointees, as well as ensure that candidates of a high calibre
are recruited to the Board but not be more than necessary
for the purpose; and take into consideration any committee
memberships and chairing duties.
Fees for the Directors are determined by the Board within the
limits stated in the Company’s Articles of Association (’Articles’).
The maximum currently is £250,000 in aggregate per annum.
The remuneration of the Directors is approved by the Board
under The Matters Reserved for the Board document, which can
be found, together with the Company’s Articles or Association,
in section Insights and Literature on the Company’s website at
www.edinburgh-investment-trust.co.uk
Directors do not have service contracts. Directors are
appointed under letters of appointment, copies of which
are available for inspection at the registered office of the
Company. Directors are entitled to be reimbursed for any
reasonable expenses properly incurred by them in the
performance of their duties. Directors are not eligible for
bonuses, pension benefits, share options or other incentives
or benefits. There are no agreements between the Company
and its Directors concerning compensation for loss of office.
Notwithstanding the above, the Company’s Articles also
provide that additional discretionary payments can be made
for services which, in the opinion of the Directors, are outside
the scope of the ordinary duties of a Director.
The level of Directors’ remuneration is reviewed annually,
although such review will not automatically result in any
changes. This Directors’ Remuneration Policy will apply to any
new directors, who will be paid the appropriate fee based on
the Directors’ fees level in place at the date of appointment.
The Board will consider, where raised, shareholders’ views on
Directors’ remuneration.
The Board may amend the level of remuneration paid
to Directors within the parameters of the Directors’
Remuneration Policy. This Directors’ Remuneration Policy is
the same as that currently followed by the Board as disclosed
in last year’s Directors’ Remuneration Report.
The Company has no employees and consequently has no
policy on the remuneration of employees.
ANNUAL STATEMENT ON DIRECTORS’
REMUNERATION
For the year ended 31 March 2024, fees paid to the Directors
per annum were:
Role
Current fee
from
1 April
2023
£
Chair
47,100
44,000
7.05%
Senior Independent
Director
33,800
31,500
7.30%
Audit
Chair
37,500
35,000
7.14%
30,500
28,500
7.02%
Director
Committee
Previous Percentage
fee before
increase
1 April during the
2023
year
£
%
The Board carried out a review of Directors’ annual fees
during the year with regard to the latest inflation rates,
measured by the increase in the Consumer Prices Index, and
taking into account peer group comparisons by sector and
market capitalisation. Following this review and taking into
consideration that remuneration had not been increased
for a period of two years, it was agreed that annual fees
would be increased by 7% (rounded up to the next £100).
The Board believes that the level of increase and resulting
fees appropriately reflects prevailing market rates for an
investment trust of the Company’s size, the increasing
complexity of regulation and resultant time spent by the
Directors on Company matters, and will also enable the
Company to attract appropriately experienced additional
Directors in the future. Due to the size and nature of the
Company, it was not deemed necessary to use a remuneration
consultant although the Board did review independent peer
group information on Directors’ fees and took this into
account in its deliberations.
