Non-Executive Directors Excluding the Chair, the Board includes three independent Non-Executive Directors. The Non-Executive Directors bring a variety of skills and business experience to the Board. Their role is to bring independent judgement and scrutiny to the recommendations of the Executive Directors. Each of the Non-Executive Directors is considered to be independent in character and judgement. Internal control and riskmanagement The Directors acknowledge that they are responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. Internal control systems are designed to manage the achievement of business objectives, rather than eliminate the failure to achieve them and can only provide reasonable, and not absolute, assurance against material misstatement or loss. They have therefore established an ongoing process designed to meet the particular needs of the Group in managing the risks to which it is exposed, consistent with the guidance provided by the Turnbull Committee. Such review procedures have been in place throughout the full financial year, and up to the date of the approval of the financial statements, and the Board is satisfied with their effectiveness. This process involves a review by the Board of the control environment within the Group’s service providers to ensure that the Group’s requirements are met. The Group does not have an internal audit function. Given the scale of the Group’s operations, the Board has determined that a separate internal audit function is unnecessary and that additional procedures carried out by the external auditor in conjunction with the audit of the Group’s accounts will provide the Board with sufficient assurance regarding the internal control systems in place. The Board continues to place reliance on the Company’s Administrator’s internal control systems. These systems are designed to ensure effective and efficient operations, internal control and compliance with laws and regulations. In establishing the systems of internal control, regard is paid to the materiality of relevant risks, the likelihood of costs being incurred and costs of control. It follows, therefore, that the systems of internal control can only provide reasonable, but not absolute, assurance against the risk of material misstatement or loss. The effectiveness of the internal control systems is reviewed annually by the Audit and Risk Committee and the Board. The Audit and Risk Committee has a discussion annually with the auditor to ensure that there are no issues of concern in relation to the audit opinion on the financial statements and representatives of senior management are excluded from that discussion.
Shareholder engagement In conjunction with the Board, the Administrator keeps under review the register of members of the Company. All shareholders are encouraged to participate in the Company’s Annual General Meeting. All Directors normally attend the Annual General Meeting, at which shareholders have the opportunity to ask questions and discuss matters with the Directors and senior management. Investors are able to direct any questions for the Board via the Secretary. The Chair has met with a number of larger shareholders as part of her onboarding process and intends to join analyst meetings where possible. Further meetings with investors will take place if requested. The outcome of investor meetings is communicated to the rest of the Board. Board evaluation The Board has a policy of undertaking an external evaluation every three years, with internal evaluations in the other years. This year an internal review was carried out by the Directors, based on a questionnaire prepared by the Company’s Administrator. The anonymised results of the evaluation were considered by the Board at its meeting in December 2020. The main conclusions of the evaluation were as follows: ӱ The frequency of meetings will be reviewed ӱ There will be an increased emphasis on diversity of external input to meetings ӱ More meetings will be held in person when conditions allow ӱ The content of regular reports will be reviewed ӱ The Audit and Risk Committee will consider the Group’s risk appetite, including proposed sector and geographic weightings ӱ Sustainability issues and setting a pathway to net zero carbon will be a focus for the coming year Conflicts of interest Directors are required to notify the Company of any potential conflicts of interest that they may have. Any conflicts are recorded and reviewed by the Board at each meeting. No conflicts have been recorded during the year. Employee engagement We recognise that our employees are integral to the business, and we aim to provide a working environment where they are able to reach their potential. Maria Bentley is the designated Non-Executive Director with responsibility for employee engagement. We have again carried out an annual employee survey, covering all of the Picton team with the exception of the Directors. The results of the survey were then discussed at an informal meeting attended by Maria and the employees. The feedback from the teamwas positive, particularly in the light of the challenges caused by the Covid-19 pandemic, including remote working.
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