Committees

Audit Committee

The Company’s Audit Committee, which comprises all the Directors except Mark Hodgson (who is not independent), will meet formally at least twice a year for the purpose, amongst other things, of considering the appointment, independence and remuneration of the auditor and to review the annual accounts, interim reports and interim management statements. Where non-audit services are to be provided by the auditor, full consideration of the financial and other implications on the independence of the auditor arising from any such engagement will be considered before proceeding. Ian Burns will act as chairman of the Audit Committee. The principal duties of the Audit Committee will be to consider the appointment of external auditors, to discuss and agree with the external auditors the nature and scope of the audit, to keep under review the scope, results and cost effectiveness of the audit and the independence and objectivity of the auditor, to review the external auditor’s letter of engagement and management letter and to analyse the key procedures adopted by the Company’s service providers.

Remuneration and Nomination Committee

The Company has established a Remuneration and Nomination Committee, which comprises all the Directors except Mark Hodgson (who is not independent). Trudi Clark will act as chairman of the Remuneration and Nomination Committee. The Remuneration and Nomination Committee will meet not less than once a year and will have responsibility for considering the remuneration of the Directors. It will also: (i) identify individuals qualified to become Board members and select the director nominees for election at general meetings of the Shareholders or for appointment to fill vacancies; (ii) determine director nominees for each committee of the Board; and (iii) consider the appropriate composition of the Board and its committees.

Management Engagement Committee

The Company has established a Management Engagement Committee which comprises all of the Directors except Mark Hodgson (who is not independent). Trudi Clark will act as chairman of the Management Engagement Committee. The Management Engagement Committee will meet not less than once a year. The Management Engagement Committee’s main function is to review and make recommendations on any proposed amendment to the Portfolio Management Agreement and keep under review the performance of the Portfolio Manager in its role as Portfolio Manager of the Company.

In addition, the chairmanship of the Audit Committee, Remuneration and Nominations Committee and Management Engagement Committee and each Director’s performance will be reviewed annually by the Chairman and the performance of the Chairman will be assessed by the remaining Directors.