Governance
The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to VEIL as an investment company. The VEIL Board considers that reporting along the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code) is appropriate for VEIL and its Shareholders.
The Audit and Compliance Committee (“ACC”) is chaired by Low Suk Ling and comprises Charles Cade and Entela Benz-Saliasi as members. The ACC meets at least thrice a year, or more often if required. The ACC is responsible for overseeing financial reporting, ensuring the integrity and accuracy of the Investment Manager’s financial statements, and addressing any significant financial issues. The ACC shall monitor the Investment Manager’s compliance with regulatory requirements, internal controls, and audit processes, including reviewing external auditor independence and performance. The ACC also manages conflicts of interest, evaluates internal audits, and ensures the establishment of a whistleblowing policy for reporting possible misconduct.
The Risk Management Committee (“RMC”) is chaired by Entela Benz-Saliasi and comprises Vi Peterson and Low Suk Ling as members. The RMC meets at least twice a year, or more often if required. The RMC is responsible for assisting the Board by overseeing the Investment Manager’s risk strategy, internal controls, and compliance with laws and ethical standards. The RMC shall identify, assess, and manage risks related to investments, operations, sustainability, and business continuity, to ensure these are reported and mitigated effectively. The RMC also addresses potential conflicts of interest between the Investment Manager and related parties, providing guidance on investment opportunities and ensuring transparency. The Risk Management Committee also reviews the ESG market practice and climate change related risks during the reporting year. The review to ensure that the disclosure was based on ESG key performance indicators (KPI) instead of from ESG score level. Climate risks have been reviewed quarterly during the reporting year, including review top five companies with the highest physical climate value at risk, and benchmarking the transition risk to local and EM benchmarks.
The Management Engagement Committee (“MEC”) is chaired by Charles Cade and comprises Entela Benz-Saliasi and Sarah Arkle as members. The MEC meets at least once a year, or more often if required. The MEC is responsible for monitoring and evaluating the Investment Manager’s investment performance and compliance with the terms of the Investment Management Agreement. The Committee also reviews the terms of the Investment Management Agreement annually to ensure that the terms thereof conform with market and industry practice and remain in the best interests of Shareholders and making recommendations to the Board on any variation to the terms of Investment Management Agreement which it considers necessary or desirable.
The Nomination and Remuneration Committee (“NRC”) is chaired by Vi Peterson and comprises Sarah Arkle as member. The NRC also meets at least once a year, or more often if required. The NRC is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations to the Board with regard to any changes. The NRC shall also make recommendations to the Board concerning formulating plans for succession for non-executive Directors, the key roles of the Chair, the Senior Independent Director, as well as the members of all board committees. The NRC is also responsible for setting the Directors’ remuneration levels.