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NAV PER SHARE 30/09/24

627.1p


Governance

Compliance

The Board of Dunedin Enterprise Investment Trust PLC (the Trust) has considered the principles and recommendations of the UK Corporate Governance Code and the recommendations of the AIC’s Code of Corporate Governance (the AIC Code) by reference to the AIC Corporate Governance Guide for Investment Companies (the AIC Guide). The Trust has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code in the latest financial reporting year. For the reasons set out in the AIC Guide, and as explained in the UK Corporate Governance Code, the Board considers that the provisions of the UK Corporate Governance Code relating to the role of the Chief Executive and Executive Directors’ remuneration are not relevant to the Trust, being an externally managed investment company. The Trust does not therefore report further in respect of these provisions.

Board

The Board consists of five non-executive Directors. The Board determines the strategic direction of the Trust. It meets at least four times a year and there is regular contact with the investment manager between these meetings. The Board has a formal schedule of matters specifically reserved for decision. There is a clear division of responsibility between the Board and Dunedin LLP, the Trust's investment manager (Dunedin). The Board and Dunedin have agreed clearly defined investment criteria and specific levels of authority. Reports on these issues, including performance statistics, investment valuations and management accounts are submitted to the Board at each meeting. Dunedin’s evaluation procedure and financial analysis of the companies within the portfolio includes detailed research and appraisal, and also takes into account environmental policies and social, ethical and other business issues.

Board Committees

There are three committees of the Board: the Audit Committee, Management Engagement Committee and the Nomination Committee. All Directors are members of each committee as the Board considers that this enables all Directors to be kept fully informed of any issues that arise. The Board as a whole fulfil the function of the Remuneration Committee.

Nomination Committee

The Nomination Committee is responsible for identifying and nominating to the Board new Directors and for considering whether existing Directors should be re-elected. The Nomination Committee aims to maintain an appropriate balance of skills and experience within the Board and uses external specialist search consultants to assist it in carrying out its responsibilities.

Read the Nomination Committee Terms of Reference

Management Engagement Committee

The Management Engagement Committee reviews the appropriateness of the Manager’s continuing appointment together with the terms and conditions thereof on an annual basis.

Read the Management Engagement Committee Terms of Reference

Audit Committee

The Audit Committee’s principal responsibilities are to:

  • review the interim and annual financial statements, interim management statements, matters relating to accounting policy, laws and regulations;
  • to evaluate the risks to the quality and effectiveness of the financial reporting process;
  • to report to the Board if it is not satisfied with any aspect of financial reporting by the Trust;
  • review the valuation of portfolio investments;
  • review corporate governance compliance;
  • formally report to the Board on how it has discharged its duties;
  • review the nature and scope of the work to be performed by the external auditors;
  • evaluate the independence, objectivity and effectiveness of the auditors; and
  • make recommendations as to the appointment and remuneration of the external auditors.

The Audit Committee meets at least four times a year to carry out its responsibilities and senior representatives of Dunedin attend the meetings as required. The external auditors attend the Audit Committee’s meetings twice a year without representatives of Dunedin being present.

Read the Audit Committee Terms of Reference

Internal Controls

The Directors have overall responsibility for ensuring that there are in place systems of internal control, both financial and non-financial, and for reviewing their effectiveness. The purpose of the internal financial controls is to ensure that proper accounting records are maintained, the Trust’s assets are safeguarded and the financial information used within the business and for publication is accurate and reliable. Such a system can provide reasonable, but not absolute assurance against material misstatement or loss. The Board regularly reviews financial performance and results with Dunedin and also monitors and evaluates other service providers.

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