It is the policy of the Company to comply with current best practice in UK corporate governance to the extent appropriate for a company of its size and the policy of the Jersey Financial Services Commission in relation to listed funds.

Currently, the Board is composed of seven members, all of whom are non-executive. Four of the Directors (and therefore a majority of the Board) are independent of THCL. On Admission, it is the intention of the Board that the Company will comply with the requirements of the Combined Code including the provisions set out in Section 1 of the Combined Code that at least half of the board should comprise independent non-executive directors. By virtue of Ray Horney being chairman of REO, he does not fulfil all of the independence criteria set out in provision A3.1 of the Combined Code however the Board believes that the Company will nevertheless comply with this aspect of the Combined Code.

The Combined Code also recommends that the Board should appoint one of the independent nonexecutive directors as senior independent director and Stuart Leckie has been appointed to fill this role. The senior independent director should be available to shareholders if they have concerns which contact through the normal channels of chairman has failed to resolve or for which contact is inappropriate.

The Board has established remuneration and audit committees, with formally delegated duties and responsibilities, and written terms of reference. The Board has not established a Nomination Committee. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

The remuneration committee assists the Board in determining its responsibilities in relation to remuneration, including determining the amount in terms of any options granted under the Companies Share Option Scheme. The Combined Code provides that the remuneration committee should comprise at least four members, all of whom are independent non-executive directors. The membership of the Company’s remuneration committee comprises four members. Of these, all are independent namely Ray Horney, Stuart Leckie, Ian Ling and Richard Pirouet even though Ray Horney does not fulfil all of the independence criteria set out in provision A3.1 of the Combined Code. The chairman of the remuneration committee is Stuart Leckie. The Company therefore considers that it complies with the Combined Code recommendations regarding the composition of the remuneration committee.
The remuneration committee will meet formally at least twice each year and otherwise as required. The remuneration committee will consider all share option grants under the Share Option Scheme. The full Board will be responsible for determining the remuneration of all Directors and in doing so will have reference to independent remuneration research and professional advice in accordance with the Combined Code. In accordance with the committee’s terms of reference, no director may participate in discussions relating to his own terms and conditions of remuneration.

The audit committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company’s internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.

The Combined Code recommends that the audit committee should comprise at least three members, who should all be independent non-executive directors, and that at least one member should have recent and relevant financial experience.

The membership of the Company’s audit committee comprises three members, namely Stuart Leckie, Ian Ling and Richard Pirouet. Richard Pirouet is considered by the Board to have recent and relevant financial experience and is chairman of the audit committee. The Company therefore considers that it complies with the Combined Code recommendation regarding the composition of the audit committee.

No members of the committee have links with the Company’s external auditors. The audit committee will formally meet at least three times per year and otherwise as required.