58 Dunedin Income Growth Investment Trust PLC
The Board confirms that, during the year, the Company
complied with the principles and provisions of the AIC
Code and the relevant provisions of the UK Code, except
as set out below.
The UK Code includes provisions relating to:
y interaction with the workforce (provisions 2, 5 and 6);
y the role and responsibility of the chief executive
(provisions 9 and 14);
y previous experience of the chairman of a remuneration
committee (provision 32); and
y executive directors’ remuneration (provisions 33 and 36
to 40).
The Board considers that these provisions are not relevant
to the position of the Company, being an externally
managed investment company. In particular, all of the
Company’s day-to-day management and administrative
functions are outsourced to third parties. As a result, the
Company has no executive directors, employees or
internal operations. The Company has therefore not
reported further in respect of these provisions.
Full details of the Company’s compliance with AIC Code
can be found on its website.
Board Committees
The Board has appointed a number of Committees, as set
out below. Copies of their terms of reference, which
clearly define the responsibilities and duties of each
Committee, are available on the Company’s website, or
upon request from the Company. The terms of reference
of each of the Committees are reviewed and re-assessed
by the Board for their adequacy on an ongoing basis.
Audit Committee
The Audit Committee’s Report is contained on pages
66 to 69.
Management Engagement Committee
The Management Engagement Committee consists of all
the Directors and is chaired by Christine Montgomery. The
terms and conditions of the Manager’s appointment,
including an evaluation of performance and fees, are
reviewed by the Committee on an annual basis. The
Committee also keeps the resources of the abrdn Group
under review, together with its commitment to the
Company and its investment trust business. In addition, the
Committee conducts an annual review of the
performance, terms and conditions of the Company’s
main third party suppliers.
The Board remains satisfied with the capability of the
abrdn Group to deliver satisfactory investment
performance, that its investment screening processes are
thorough and robust and that it employs a well-resourced
team of skilled and experienced fund managers. In
addition, the Board is satisfied that the abrdn Group has
the secretarial, administrative and promotional skills
required for the effective operation and administration of
the Company. Accordingly, the Board believes that the
continuing appointment of the Manager on the terms
agreed is in the interests of shareholders as a whole.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of
all the Directors. The Committee is chaired by Howard
Williams who has relevant experience and understanding
of the Company. The Committee reviews the
effectiveness of the Board, succession planning, Board
appointments, appraisals and training, and determines
the Directors’ remuneration policy and level of
remuneration, including for the Chairman. The Committee
also considers the need to appoint an external
remuneration consultant. Further details of the
remuneration policy are provided in the Directors’
Remuneration Report on pages 62 to 65.
During the year, the Committee undertook an annual
appraisal of the Chairman of the Board, individual
Directors and the performance of Committees and the
Board as a whole. This process involved the completion of
questionnaires by each Director and follow-on discussions
between the Chairman and each Director. The appraisal
of the Chairman was undertaken by the Senior
Independent Director. The results of the process were
discussed by the Board following its completion, with
appropriate action points made.
Following the evaluation process, the Board believes that it
continues to operate in an efficient and effective manner
with each Director making a significant contribution to
the Board.
The intention is that the evaluation is externally facilitated
every three years, the next such review to be conducted
during the year ending 31 January 2025.
The Committee considers succession planning on at least
an annual basis. Potential new Directors are identified
against the requirements of the Company’s business and
the need to have a balance of skills, experience,
independence, diversity and knowledge of the Company
within the Board.
Directors’ Report
Continued