The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to VEIL as an investment company. The VEIL Board considers that reporting along the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code) is appropriate for VEIL and its Shareholders.
The Audit and Risk Committee (“ARC”) is chaired by Gordon Lawson and comprises Derek Loh and Entela Benz-Saliasi as members. The ARC meets at least twice a year. The ARC monitors the integrity of the financial statements of VEIL. Where the ARC is not satisfied with any aspect of the proposed financial reporting by VEIL, it shall report its views to the Board. The ARC also oversees the process of identifying, assessing, and controlling both VEIL and portfolio risks to prevent, mitigate or transfer such risks. The ARC reviews and challenges investment risks and business operational risks as well. The ARC examines the effectiveness of VEIL’s internal controls. It helps the Board in discharging its responsibilities with regard to the approval of financial statements and also monitors and reviews the relationship with VEIL’s external auditor.
The Management Engagement Committee (the “MEC”) is chaired by Vi Peterson and comprises Stanley Chou and Gordon Lawson as members. The MEC meets at least once a year, or more often if required. The MEC is responsible for monitoring and evaluating the Investment Manager’s investment performance and compliance with the terms of the Investment Management Agreement. The Committee also reviews the terms of the Investment Management Agreement annually to ensure that the terms thereof conform with market and industry practice and remain in the best interests of Shareholders and making recommendations to the Board on any variation to the terms of Investment Management Agreement which it considers necessary or desirable.
The Nomination and Remuneration Committee (the “NRC”)is chaired by Derek Loh and comprises Vi Peterson and Entela Benz-Saliasi as members. The NRC also meets at least once a year, or more often if required. The NRC is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations to the Board with regard to any changes. The NRC shall also make recommendations to the Board concerning formulating plans for succession for non-executive Directors, the key roles of the Chair, the Senior Independent Director, as well as the members of all board committees. The NRC is also responsible for setting the Directors’ remuneration levels.