In accordance with the AIC Code (the “Code”), the Board has established an Audit Committee and a Nomination Committee, in each case with formally delegated duties and responsibilities within written terms of reference.
As the Board has no executive Directors and is comprised solely of non-executive Directors, a Remuneration Committee is deemed unnecessary. The process for agreeing the non-executive Directors’ fees is set out in the Annual Report. The identity of each of the chairmen of the committees referred to above is reviewed on an annual basis. The Board has decided that the entire Board should fulfill the role of the Audit and Nomination Committees. The terms of reference of the committees are kept under review.
In accordance with the Code, the Company has established a Nomination Committee. The main role of the committee is to propose candidates for election to the Board of Directors, including the Chairman. The Nomination Committee takes into consideration the Code’s rules on independence of the Board in relation to the Company, its senior management and major Shareholders. The Nomination Committee is chaired by David Macfarlane, and each of the other Directors is also members. The members of the committee are independent of the Investment Adviser. The Nomination Committee has responsibility for considering the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors, and making appropriate recommendations to the Board.
The final decision with regard to appointments always rests with the Board and all such appointments are subject to confirmation by Shareholders.
As a listed private equity company that invests internationally across asset classes, the Company needs Directors with a broad range of financial experience. For this reason, Directors believe that it is more appropriate to use their own contacts as a source of suitable candidates since no one external consultancy or advertising source is likely to be in a position to identify suitable candidates.
Nomination Committee Terms of Reference
The Audit Committee is chaired by Patrick Firth. All the other Directors are members. Members of the Committee are independent of the Company’s external Auditors and the Investment Adviser. The Audit Committee meets at least twice a year and meets with the external Auditors at least twice a year. The Audit Committee is responsible for overseeing the Company’s relationship with the external Auditors, including making recommendations to the Board on the appointment of the external Auditors and their remuneration. The Committee also considers the nature, scope and results of the Auditors’ work and reviews, and develops and implements policies on the supply of any non-audit services that are to be provided by the external Auditors.
The Committee receives and reviews reports from the Investment Adviser and the Company’s external Auditors relating to the Company’s Annual and Interim Report and Accounts. The Committee also focuses particularly on compliance with legal requirements, accounting standards and the Listing Rules with which the Company has agreed to voluntarily adopt and ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the Annual and Interim Report and Accounts remains with the Board.
Due to the size of JZCP and its outsourced functions an internal audit function is not considered necessary, although this is kept under review ensuring that an effective system of internal financial and non-financial controls is maintained.
Audit Committee Terms of Reference
Non-audit services policy
MANAGEMENT ENGAGEMENT COMMITTEE
The Company currently does not have a separate Management Engagement Committee. The recommended functions and responsibilities of such a committee are exercised by the full Board, each member of which is unassociated with the Investment Adviser.