Governance

The Board recognises the value of sound corporate governance and, in particular, has regard to the requirements of the UK Code (available from the FRC’s website).

The Board monitors developments in corporate governance to ensure the Board remains aligned with best practices, especially with respect to the increased focus on diversity (see the Directors' Remuneration Report). 

Corporate Governance

The Company is a registered closed-ended investment scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Registered Collective Investment Scheme Rules and Guidance, 2021 issued by the GFSC. The GFSC has issued a Finance Sector Code of Corporate Governance (“GFSC Code”) that applies to all companies that hold a licence from the GFSC under the regulatory laws or which are registered or authorised as Collective Investment Schemes, which includes the Company. The GFSC has stated in the GFSC Code that companies which report against the UK Code or the AIC Code are deemed to meet their code, and need take no further action.

The Company’s prospectus dated 5 January 2024 stated that the Company will be in compliance with the UK Code. The Company became a member of the AIC on listing and the Board of the Company has accordingly considered, and resolved to follow, the principles and recommendations of the AIC Code (available from the AIC’s website).

The AIC Code addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies such as the Company. The Board considers that reporting against the principles and recommendations of the AIC Code (which incorporates the UK Code) provides better information to shareholders whilst meeting the requirements of the GFSC Code.

In respect of the period from re-domiciliation until 30 October 2019, the date of admission to the Specialist Fund Segment (after which the Company subsequently transferred to the Premium Segment in July 2021), the Company substantially complied in all material respects with the relevant provisions of the GFSC Code. As from the date of initial admission, the Company has voluntarily committed to comply with the 2019 AIC Code.

The Company currently complies with the principles and provisions of the AIC code.

For the reasons set out in the preamble to the UK Code, the Board considers certain of these provisions are not relevant to the position of the Company as 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 chief executive or any executive directors, employees or internal operations and has therefore not reported further in respect of these provisions.

Provision 14 of the AIC Code states a Board should consider appointing one independent non-executive Director to be the Senior Independent Director. The Board, having taken into account its small size and that the Chairman and two of the other three Directors are each similarly independent and non-executive, considers it unnecessary to appoint such a Senior Independent Director. All members of the Board are available to shareholders if they have unresolved concerns.

The need for an internal audit function is discussed in the Report of the Audit Committee.

Responsibilities overview

The Board has overall responsibility for maximising the Company’s success by directing and supervising the affairs of the business and meeting the appropriate interests of shareholders and relevant stakeholders, while enhancing the value of the Company and also ensuring the protection of investors. A summary of the Board’s responsibilities is as follows:

  • statutory obligations and public disclosure;
  • strategic matters and financial reporting;
  • risk assessment and management including reporting, compliance, governance, monitoring and control; and
  • other matters having a material effect on the Company

Leaders shaping our future

Chair

William Simpson is the Chair of the Board and an independent director based in Guernsey providing services to investment and other financial services companies. William has over 30 years’ experience within the financial services industry. He previously practiced law in the course of which he advised on the establishment of a wide range of investment funds and related matters. William graduated in law from Leeds University and first qualified as an English barrister. William is a member of the Guernsey Bar. William also holds directorships at Ninety One Premier Funds PCC Limited, Handelsbanken Alternatives Fund Limited, AHL Strategies PCC Limited, Man AHL Diversified PCC Limited and Alpha Real Trust Limited.

Date of appointment

2 October 2019

Committees

  • Nomination and Remuneration Committee
  • Audit Committee
  • Management Engagement Committee

Chair of the Audit Committee

Paul Le Page is a former Executive Director and Senior Portfolio Manager of FRM Investment Management Limited, a subsidiary of Man Group, and holds non-executive directorships at a number of London Stock Exchange listed investment funds. Mr. Le Page was previously Audit Committee Chair of Bluefield Solar Income Fund Limited, UK Mortgages Limited, Thames River Multi Hedge PCC Limited and Cazenove Absolute Equity Limited. Mr. Le Page has 18 years’ Audit Committee chair experience within the closed end investment fund sector and has a broad-based knowledge of the global investment industry and product structures. Mr Le Page graduated from University College London and later received an MBA from Heriot Watt University. He originally qualified as a Chartered Engineer and led the development of clinical diagnostic instrumentation and software and robotic sample preparation equipment prior to commencing a career in finance.

Date of appointment

2 October 2019

Committees

  • Nomination and Remuneration Committee
  • Audit Committee
  • Management Engagement Committee

Chair of the Nomination and Remuneration Committee

William Scott serves as an independent non-executive director of a number of investment companies and funds. From 2003 to 2004, Mr. Scott worked as Senior Vice President with FRM Investment Management Limited, now part of Man Group. Previously (from 1989–2002), he was a portfolio manager and latterly a director at Rea Brothers (which became part of the Close Brothers group in 1999 and where he was a director of Close Bank Guernsey Limited) and before that Assistant Investment Manager with the London Residuary Body Superannuation Scheme (1987-1989). Mr. Scott graduated from the University of Edinburgh in 1982 and is a Chartered Accountant having qualified with Arthur Young (now EY) in 1987. He also holds the Securities Institute Diploma and is a Chartered Fellow of the Chartered Institute for Securities & Investment. Mr. Scott is also a Chartered Wealth Manager. He holds another directorship with Worsley Investors Limited, which is also listed on the Premium Segment of the London Stock Exchange.

Date of appointment

3 October 2019

Committees

  • Nomination and Remuneration Committee
  • Audit Committee
  • Management Engagement Committee

Independent Non-Executive Director

Nicola is a leader in science and entrepreneurship. She is a member of the House of Lords, and Chair of Genomics England and Oxford University Innovation. Since 2023, she has been a Supervisory Board member of the biotechnology company, BioNTech. Nicola served as Minister for Innovation in the Department for Health and Social Care under two Prime Ministers where she led on Lifesciences, NHS Data and Digital Transformation, and Global Health Security. She was the first female MP for Oxford and was elected by MPs of all parties to Chair the Commons Science and Tech Committee. She remains one of the youngest committee chairs in British history and the only woman to have chaired the Commons Science & Tech Committee.

Date of appointment

11 July 2024

Committees

  • Nomination and Remuneration Committee
  • Audit Committee
  • Management Engagement Committee

Non-Executive Director

Stephanie leads a team at RTW overseeing business development, strategic partnerships, communications, and investor relations.

Her background in investment banking and expertise in financial markets has helped position the firm as both a partner to life sciences companies and a steward of investors’ capital. Stephanie also manages RTW’s relationships with key partners including banks, academic institutions, corporations, investors, and NGOs. She has led the firm’s entry into the UK and European markets and serves as a director of the RTW Biotech Opportunities Ltd, a publicly traded investment fund listed on the London Stock Exchange.

These are the early days of a scientific renaissance, and at RTW we are investing in the companies that will have a profound impact on humanity. It is humbling and awe-inspiring to witness this transformation and to be that critical connection between entrepreneurs and patients.

Prior to joining RTW, she served as director at Valhalla Capital Advisors, a macro and commodity investment manager. Stephanie also worked in the New York and London offices of Lehman Brothers, where she advised on various Merger & Acquisitions, IPOs, and capital market financing transactions with a focus on cross-border transactions for the firm’s global corporate clients.

Stephanie graduated with honors from Columbia University and also received a Master’s Degree from the Columbia Graduate School of Journalism.

She serves as president of the RTW Charitable Foundation; and co-chair of Council of the New York Philharmonic.

Date of appointment

2 October 2019

Division of responsibilities

The Board has delegated certain responsibilities to its Audit Committee, Management Engagement Committee, Nomination and Remuneration Committee and Sustainability Committee (together the “Committees”). Given the size and nature of the Board it is felt appropriate that all independent Directors are members of the Committees.

The roles and responsibilities of the Committees are set out in the terms of reference and are summarised below.

The main duties of the Audit Committee are:

  • Giving full consideration and recommending to the Board for approval of the contents of the Interim Report and Annual Report and reviewing the external auditor’s report thereon;
  • Reviewing the scope, results, cost effectiveness, independence and objectivity of the external auditor;
  • Reviewing the draft valuation of the Company’s investments prepared by the Investment Manager, and making a recommendation to the Board on the valuation of the Company’s investments;
  • Reviewing and recommending to the Board for approval of the audit, audit related and non-audit fees payable to the external auditor and the terms of their engagement;
  • Reviewing and approving the external auditor’s plan for the annual audit and interim review; – Reviewing the appropriateness of the Company’s accounting policies;
  • Ensuring the standards and adequacy of the service provider’s control systems;
  • Reviewing and considering the UK Code, the AIC Code and the FRC Guidance on Audit Committees; and
  • Reviewing the risks facing the Company and monitoring the risk matrix.

The Management Engagement Committee is chaired by William Simpson. The committee currently consists of William Simpson, William Scott and Paul Le Page. The Management Engagement Committee meets at least once a year pursuant to its terms of reference. The Management Engagement Committee provides a formal mechanism for the review of the performance of the Company’s advisers, including the Investment Manager. It carries out this review through consideration of a number of objective and subjective criteria and through a review of the terms and conditions of the advisers’ appointments with the aim of evaluating performance, identifying any weaknesses and ensuring value for money for the Company’s shareholders

The Nomination and Remuneration Committee has been established to consider the appointment and reappointment of Directors and ensure that the Company maintains fair and appropriate remuneration policies and controls. The Nomination and Remuneration Committee comprises all the independent Directors of the Company and is chaired by William Scott.

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