56
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
Triple Point VCT 2011 PLC
\ THE BOARD
As announced today, Chad Murrin will not be standing for re-election
at the Company’s 2023 Annual General Meeting. The Board, has
undertaken a succession and recruitment process and are pleased to
report that Jamie Brooke will be appointed as Independent Non-
Executive Director with effect from 8 June 2023. Jamie’s biography
can be found on page 54.
The Board considered the use of an external search consultancy
(provision 25 of the AIC Code) when looking to appoint a new Non-
Executive Director to the Board. However, it was decided that a
suitable candidate for the role could be sourced without the use of a
search consultancy, and the significant cost of using a search
consultancy was not deemed appropriate for the Company at this
time. The Board will consider the use of an external search
consultancy for future Board appointments.
Following Jamie’s appointment, the Board will comprise four Non-
Executive Directors.
Following an orderly succession period, Chad Murrin, Non-Executive
Director of the Company, will not stand for re-election at the
Company’s AGM expected to be held in July 2023 and will step down
immediately following the conclusion of the AGM when the Board will
again comprise three Non-Executive Directors.
All Directors are considered independent and day-to-day
management responsibilities are delegated to the Investment
Manager. The Directors have a combination of skills, experience and
knowledge which are relevant to the Company. Biographies of each
director are presented on page 54 of this report.
The Directors are provided with key information on the Company’s
activities, including regulatory and statutory requirements, by the
Investment Manager and Company Secretary, Hanway Advisory
Limited.
The Board has direct access to the Company Secretary and may also
take independent professional advice at the Company’s expense
where necessary in the performance of their duties. During the year,
the Board was satisfied that all Directors were able to commit
sufficient time to discharge their responsibilities effectively having
given due consideration to their other significant commitments. The
Directors were advised on appointment of the expected time required
to fulfil their roles and have confirmed that they remain able to make
that commitment. No external appointments accepted during the
year were considered to be significant for the relevant Directors,
taking into account the expected time commitment and nature of
these roles.
The Directors’ other principal commitments are listed on pages 54.
The Chair, Jane Owen, leads the Board and is responsible for its
overall effectiveness in directing the Company. The Chair leads the
process in determining its strategy and the achievement of its
objectives. The Chair is responsible for setting the Board agenda
focusing on strategy, performance, value creation, culture,
stakeholders and ensuring that issues relevant to these areas are
reserved for Board decision. The Chair facilitates constructive Board
relations and the effective contribution of all the Directors,
encouraging a culture of openness and debate and ensures the
Directors receive accurate, timely and clear information. The Chair
does not have significant commitments which conflict with her Board
responsibilities.
\ APPOINTMENT OF NEW
DIRECTORS
Any appointment to the Board is subject to a formal, rigorous and
transparent procedure and is based on merit and objective criteria
which promotes diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths.
\ COMPANY’S OPERATIONS
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting and administrative services. The Investment Manager
makes investment recommendations for the Board’s approval.
The Board meets regularly in person or via video conference call at
least four times a year, and on other occasions as required, to discuss
and approve new or follow-on investments, and review the investment
performance and monitor compliance with the investment policy laid
down by the Board.
The Board’s main focus is to promote the long-term sustainable
success of the Company, to deliver value for Shareholders and
contribute to wider society. The Board does not routinely involve itself
in day-to-day business decisions but there is a formal schedule of
matters that requires the Board’s specific approval, as well as
decisions that can be delegated to the Board Committees.
The key matters reserved to the Board, include but are not limited to:
•
review investment performance and monitor compliance with
the investment policy;
•
the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
•
overall leadership of the Company and setting of its purpose,
culture, values and standards;
•
approval of any dividend or return of capital to be paid to the
Shareholders;
•
the appointment, evaluation, removal and remuneration of the
Investment Manager and the Company Secretary;
•
board membership and powers including the appointment
and removal of Board members;
•
ensuring adequate Board succession planning;
•
ensuring the maintenance of a system of internal controls and
risk management;
•
approval and issue of the annual and half yearly results;
•
review of the Company’s corporate governance arrangements
and annual review of continuing compliance with the AIC
Code of Corporate Governance published by the AIC from
time to time;
•
the performance of the Company, including monitoring the
net asset value per share;
•
monitoring Shareholder profiles and considering Shareholder
communications; and
•
approving investments.