Jersey does not have its own corporate governance regime and as a Jersey registered company, the Company is not mandated to have a corporate governance framework. However, it is the Company's policy to comply with the best practice on good corporate governance. The Group recognises that effective governance is a fiduciary responsibility fundamental to its long-term success. The Board places great value on a management structure that incorporates effective checks and balances, proper procedures for managing risks attached to opportunities, and accountability towards stakeholders with regard to the policies pursued.
Role of the Board
The Board has determined that its role is to consider and determine the following key matters, which it considers are of strategic and operational importance to the company.
- Review the overall objectives for the Company and set the Company's strategy for fulfilling those objectives within an appropriate risk framework;
- Consider any shifts in strategy that may be appropriate in light of market conditions;
- Review the capital structure of the Company including consideration of any appropriate use of gearing both for the Company and in any joint ventures in which the Company may invest from time to time;
- Appoint the , Administrator and other appropriately skilled service providers and monitor their effectiveness through regular reports and meetings;
- Review key elements of the Company's performance including Net Asset Value and payment of dividends.
The directors bring independent views to the Board. They have diverse experience having expertise in chartered surveying, civil services, banking, law, administration and fund management to add to the Board's effectiveness particularly in the area of corporate strategy, governance and risk.
The Board ensures during its meetings that all strategic matters are considered and resolved by the Board. The operational obligations of the Board have been delegated through appropriate arrangements to the Investment Manager and the Administrator, as all members of the Board are Non-Executive directors.
The Board takes further inputs from the board of the subsidiary K2 Property Limited and from its Investment Sub Committee on all aspects of its investments and divestments as the Board considers that there are implementation matters that are significant enough to be of strategic importance and hence should be brought to the attention of the Board.
The directors take decisions objectively and in the best interests of the Company being collectively and individually responsible for its success. They are accountable to each and every shareholder and take into consideration the need to foster the Group's business relationships with other stakeholders in discharging their obligation.
The Board holds at least four meetings annually and also meets as and when required from time to time to consider specific issues reserved for decision by the Board.
Committees of the Board
Audit Committee will now be "Audit and Risk Committee"
Remuneration Committee will now be "Remuneration and Nomination Committee"
Audit and Risk Committee
The Board approved the establishment of an Audit Committee on November 26, 2007. The Audit and Risk Committee comprises of George Baird (Chairman), Richard Boleat, Christopher Wright, and Malcolm King. The Audit and Risk Committee meets at least three times a year, and if required, the meetings can also be attended by the Investment Manager, administrator and auditors.
The Audit and Risk Committee is responsible for ensuring that the financial performance of the Company is properly monitored, controlled and reported on. The committee's primary responsibility is to review accounting policies and the financial statements, understand and agree the principles underlying those engage in discussions with external auditors and ensure that an effective internal control framework exists. Some of the key points covered under the terms of reference of the Audit and Risk Committee are:
Remuneration and Nomination Committee
- To oversee the selection process of external auditors of the Company and its subsidiaries and make recommendations to the board for its appointment and re-appointment and approval of fees.
- To ensure the integrity of the financial statements of the Company.
- To monitor and review the independence of the auditor, their objectivity and effectiveness, taking into consideration relevant professional regulatory requirements.
- To keep under review the effectiveness of internal financial controls.
- To ensure that a member of the Audit and Risk Committee attends the AGM to address any questions on its' activities.
The Remuneration and Nomination Committee comprises Sir Nigel Broomfield, Shazaad Dalal and David Hunter. This committee is responsible for the terms and remuneration of the directors and the incentive policies of the Group as a whole.