Directors

Christopher Clark is non-executive chairman of the Company. He became a partner in the stockbroking firm of Kemp-Gee & Co. in 1975. The firm subsequently merged with Scrimgeour and became Citicorp Scrimgeour Vickers following its acquisition by Citicorp. From 1986 to 1989 Christopher Clark was Head of Research at Citicorp Scrimgeour Vickers. In 1989 he joined Credit Lyonnais Laing, subsequently becoming Head of Research. For many years he was a top rated analyst, first in the Pharmaceutical Sector and subsequently in Quantitative Analysis. Christopher Clark was formerly a founder director and secretary of the Institute for Quantitative Investment Research (INQUIRE) and was a non-executive director of William Ransom & Son plc from 1998 to 2007. He was non-executive chairman of Advance Focus Fund Limited, a listed focus fund managed by a member of the Progressive Group, from 2002 until April 2008. He is a Fellow of the Chartered Institute of Secretaries, a Fellow of the Securities Institute and was an Associate of the UK Society of Investment Professionals. He is currently a non-executive director of Highcroft Investments plc, a listed real estate investment trust, and is a marketing consultant with the Monument Securities Ltd and with Lehmann Communications plc.

Paul Clarke is a non-executive director of the Company. A chartered accountant, he qualified with Ernst & Young in London before moving to France. After working for an engineering company he joined Mitchell Cotts plc, a listed mini conglomerate, in 1976. He became group chief financial officer in 1986. In 1987 he was appointed finance director of Bellwinch plc, a listed housebuilder. In 1991 he was appointed group finance director of Fuller, Smith & Turner P.L.C. the listed brewer. He retired from the board in April 2008. Mr Clarke is deputy chairman of the board of the Quoted Companies Alliance, which represents the interests of smaller quoted companies. He is an associate of Criticaleye – The Network of Leaders, a company providing senior executives with peer interaction across industry sectors, business functions and business issues.

Colin Ferbrache OBE is a non-executive director of the Company. He is a director of Hamilton Trustees Limited, an administration company in Guernsey which specialises in trust and company structures for international clients. He served for 25 years as an officer in the Royal Navy during which time he held a number of posts including command of the frigate HMS Alacrity. He worked for Coutts Private Bank in Guernsey from 1993 to 1997, advising personal clients on trust and company structures. He was managing director of an aircraft charter and management company from 1997 until joining Hamilton Trustees Limited in 1999.

Alasdair McLaren is a non-executive director of the Company. He is a director of Saffery Champness in Guernsey. He commenced his career as a chartered accountant in Aberdeen. After qualifying he worked for two years for KPMG in Guernsey, primarily in respect of funds and fund management companies before joining Havelet Trust Company where he was a manager in both its Guernsey and British Virgin Islands offices. In 1996 he joined Dixcart Trust Corporation, where he was a director and was responsible for a portfolio of clients and for the asset management and fund administration departments. In 2001 he was appointed managing director of Turcan Connell’s Guernsey office. In 2006 he joined Saffery Champness in Guernsey. He is a director of a number of private companies. He is a Chartered Fellow of the Securities Institute.

Philip Soulsby is a non-executive director of the Company. A mathematics graduate, he qualified as a chartered accountant in London with BDO Binder Hamlyn, before transferring to KPMG in Guernsey in 1990. There he spent two years specialising in the audit of financial services companies and offshore mutual funds. In 1992 he joined Credit Suisse Fund Administration Limited in charge of finance and compliance, later moving to a role more involved in structuring and marketing mutual fund services, helping the business grow from 12 staff to over 130. During this time he acted as director to a number of funds and fund managers, and gained a broad knowledge of hedge funds, derivatives and risk control. In 2006, he left Credit Suisse to establish his own business, The Mundi Group, now the largest fair-trade business in the Channel Islands. He is a member of the Securities Institute.

Colin Ferbrache is the senior independent director.

 

The Company has established three permanent committees, whose terms of reference are summarised below, to assist in the execution of its responsibilities. Other committees of the Board may be formed from time to time to deal with specific matters.

Reports of the committees’ activities are provided to the Board and minutes are circulated to all Directors.

Remuneration and Management Engagement Committee

The Remuneration and Management Engagement Committee meets formally on at least an annual basis for the purpose of considering the appointment and remuneration of the Investment Manager and of suppliers of services to the Company, as well as the fees of non-executive directors. Colin Ferbrache is chairman of the Remuneration and Management Engagement Committee. All of the Directors are members of the Remuneration and Management Engagement Committee.

Nominations Committee

The Nominations Committee has been established for the purpose of identifying and putting forward candidates for the office of director of the Company. The Nominations Committee meets as and when required. Philip Soulsby is chairman of the Nominations Committee. All of the Directors are members of the Nominations Committee.

Audit Committee

The Audit Committee meets formally at least twice a year for the purpose of reviewing the internal controls of its main service providers, the appointment and remuneration of the auditors and to review the production of the annual accounts and interim report. Alasdair McLaren is chairman of the Audit Committee. The Audit Committee comprises Alasdair McLaren, Paul Clarke, Colin Ferbrache and Philip Soulsby.