Corporate governance

The Company intends to comply with the requirements of the AIC Code of Corporate Governance (the “AIC Code”) produced by the Association of Investment Companies ("AIC”).

The Directors recognise the value of the UK Corporate Governance Code and have taken appropriate measures to ensure that the Company will comply, so far as is possible given the Company’s size and nature of business.

The areas of non-compliance by the Company with the UK Corporate Governance Code are as follows:

(a) There is no chief executive position within the Company, which is not in accordance with provision A.2.1 of the Corporate Governance Code. As an investment company the Company has no employees and therefore no requirement for a chief executive.

(b) The Company has not established a nomination committee, which is not in accordance with Code Provision B.2.1 of the Corporate Governance Code. As all of the Directors are non- executive, the Company considers (and the AIC Code recognises) that the Board as a whole can fulfil the role otherwise undertaken by such committees.

(c) The Company has not established a remuneration committee, which is not in accordance with Code Provision D.2.1 of the Corporate Governance Code. As all of the Directors are non- executive, the Company considers that the Board as a whole can fulfil the role otherwise undertaken by such committees.

The Board will hold at least four meetings each year and all necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings. Certain matters are reserved for consideration by the Board (with other matters delegated to Board committees).

The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure and acquisitions and disposals in line with the Company’s investment strategy.

The Board has established an Audit Committee (to meet twice a year) and a Management Engagement Committee (to meet once a year), each composed of Non-executive Directors. The frequency of committee meetings will be increased to be held at such other times as the Chairman of the Committee shall require.

A Company Secretary has been engaged to assist in the management of the corporate governance process.

Terms of Reference: Audit Committee

Terms of Reference: Management Engagement Committee