Governance

The principle responsibility of the Committee is to monitor the production of the Interim and Annual Financial Statements and to present these to the Board for approval. Other duties include reviewing the internal financial controls and monitoring third party service providers, review and monitor the external auditor’s independence and objectivity along with the effectiveness of the audit process and to make recommendations to the Board in relation to the appointment of the External Auditor together with their remuneration. The Committee meets at least three times a year. The Management Engagement Committee meets at least once a year and at such other times as may be considered necessary.

The principal duties of the Committee are to review the fees paid to the Non-Executive Directors, to consider the appointment of external remuneration consultants, to review the structure, size and composition of the Board, make recommendations to the Board for any changes and to consider succession planning.

The Committee also undertakes the evaluation of the appointment of any additional or replacement Directors and ensures they are provided with training and induction. The Committee meets at least once a year and at such other times as may be considered necessary. The Management Engagement Committee meets at least once a year and at such other times as may be considered necessary.

The principle duties of the Committee are to review the performance and appointment of the Investment Manager together with their remuneration and to review the effectiveness and competitiveness of the other main service providers and functionaries together with reviewing their performance.

A share buy-back sub-committee consisting of the Chairman of the Company together any one director has been formed under the Management Engagement Committee and meets regularly to review and monitor the share buy-back programme.
The Management Engagement Committee meets at least once a year and at such other times as may be considered necessary.

The ESG Committee is chaired by Saiko Tajima with all members of the Board forming the Committee. The aim of the Committee is to establish a unified view of ESG, increasing understanding of all three aspects: environmental, social and governance, and to promote the robust standards of corporate governance that the Company adopts.

The purpose of the ESG Committee, which shall meet at least once a year, is to support the Company’s on-going commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company (collectively, “ESG Matters”).