The Directors recognise the importance of sound corporate governance, particularly the requirements of the AIC Code. The Company became a member of the AIC effective 15th January 2014 and, in its preparation, put in place arrangements to comply with the AIC Code. By maintaining compliance with the AIC Code, the Company also maintains compliance with the Corporate Governance Code. The Company is subject to the GFSC Code, which applies to all companies that hold a license from the GFSC under the regulatory laws or which are registered or authorised as collective investment schemes in Guernsey. As an AIC member, the Company complies with the recommendations of the AIC Code and the relevant provisions of the Corporate Governance Code and, as such, is deemed to fulfil its Listing Rules obligations in relation to both the UK Code and the GFSC Code, except as set out below.
The Corporate Governance Code includes provisions relating to the role of the chief executive; executive directors’ remuneration; and the need for an internal audit function. For the reasons set out in the AIC Guide, and as explained in the Corporate Governance Code, the Board considers that the above provisions are not currently relevant to the position of the Company, being an externally managed investment company, which delegates most day-to-day functions to third parties.
The Company does not have a chief executive or any executive directors. The Company has not established a separate remuneration committee as the Company has no executive officers and the Board is satisfied that any relevant issues that arise can be properly considered by the Board.
The Company has no employees or internal operations and has, therefore, not reported further in respect of these provisions. The Audit Committee considers at least once a year whether or not there is a need for an internal audit function. Currently, the Audit Committee does not consider there to be a need for an internal audit function, given that there are no employees in the Company and all outsourced functions are with parties who have their own internal controls and procedures.
The AIC Code and the AIC Guide are available on the AIC’s website, www.theaic.co.uk. The Corporate Governance Code is available on the Financial Reporting Council’s website, www.frc.org.uk.
Management Engagement Committee Terms of Reference
Audit Committee Terms of Reference
Nomination and Remuneration Committee Terms of Reference
Riverstone Holdings LLC – ESG Policy