Corporate Governance Statement

As a Guernsey registered company admitted to AIM, the Company is not required to comply with the UK Corporate Governance Code. However, the Directors have taken appropriate measures to ensure that the Company complies with the Combined Code to the extent appropriate and taking into account the size of the Company and the nature of its business as a fund. The Company complies with the corporate governance obligations which apply to Guernsey registered companies.

The Board

The Company has a Board comprising three non-executive Directors.  The Board considers that all Directors have sufficient experience to be able to exercise proper judgment within the meaning of the UK Corporate Governance Code. Biographical details of all Board members are shown on this website under “Directors”. 

Full Board meetings take place quarterly and additional meetings are held as required to address specific issues. The Board has a formal schedule of matters specifically reserved for its decision.  These include:

All Directors have access to the advice and services of the Company Secretary and the Administrator. The Administrator and the Investment Manager provide the Board with information on the Company’s assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.

The Board has not appointed a nominations committee or remuneration committee as the Company is a fund and does not have direct employees. Appointments of new Directors and Directors’ remuneration are dealt with by the full Board.

The Board reviewed Directors’ remuneration during the year. Details of the specific levels of remuneration to each Director are set out in the Annual Report and Accounts.

The Company has adopted a code similar to the Model Code, for Directors’ dealings in securities of the Company, which is appropriate for a company quoted on AIM. The Directors also comply with Rule 21 of the AIM Rules relating to Directors’ dealings.

Rule 8 of the AIM Rules states that certain companies (including the Company) should, as a minimum, seek the consent of their shareholders for changes in their investing strategy. If the Directors intend any changes to the Company’s investment strategy, they will, in accordance with the AIM Rules, propose a resolution at each annual general meeting of the Company seeking approval by Shareholders.

Audit Committee

The Audit Committee comprises the Chairman, Lynn Bruce and Director, Graham Shore. The committee is responsible for ensuring that the financial performance of the company is properly monitored and reported on and that any such reports are understood by the board.

Relations with shareholders

Shareholders have the opportunity to meet representatives of the Investment Management team and the Board at the AGM. The Board is also happy to respond to any written queries made by shareholders during the course of the year, or to meet with shareholders if so requested.  In addition to the formal business of the AGM, representatives of the Investment Management team and the Board are available to respond to questions shareholders may have.

Financial Reporting

The Directors are responsible for preparing financial statements for each financial year which give a true and fair view, in accordance with The Guernsey Company Law, 2008 and International Financial Reporting Standards (IFRS), of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing those financial statements the Directors are required to:

The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements have been properly prepared in accordance with The Guernsey Company Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Internal control

Although the Board is ultimately responsible for safeguarding the assets of the Company, the Board has delegated, through written agreements, the day-to-day operation of the Company to the following advisers:

Administration                        Intertrust Fund Services (Guernsey)
Investment Management         St Peter Port Investment Management Limited

St Peter Port Investment Management Limitedidentifies investment opportunities and monitors the portfolio of investments and makes recommendations to the Board in terms of suggested disposals and further acquisitions.

Intertrust Fund Services (Guernsey) is engaged to carry out the accounting function and manages the retention of physical custody of the documents of title relating to unquoted investments. Quoted investments are held in CREST where possible and in other electronic depositories where appropriate. Intertrust Fund Services (Guernsey) regularly reconciles the client asset register with the physical documents.

The Directors confirm that they have established a continuing process throughout the year and up to the date of this report for identifying, evaluating and managing the significant potential risks faced by the Company, and have reviewed the effectiveness of the internal control systems.

Share capital, rights attaching to the shares and restrictions on voting and transfer

Ordinary shares are freely transferable in both certificated and uncertificated form and can be transferred by means of the CREST system. There are no restrictions on the transfer of any fully paid up share. With respect to voting rights the shares rank pari passu as to rights to attend and vote at any general meeting of the Company. The Company’s major shareholders do not have differing voting rights.  St Peter Port Capital Limited is a company incorporated in the Island of Guernsey. As such, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.  Further details of the rights and restrictions attached to the share capital are contained within the Company’s prospectus which can be found at www.stpeterportcapital.gg.  The Directors believe that the Company is subject to the UK City Code on Takeovers and Mergers.