Corporate governance

Audit committee

The Company’s Audit Committee, which comprises all the Directors except Mark Hodgson (who is not independent), will meet formally at least twice a year for the purpose, amongst other things, of considering the appointment, independence and remuneration of the auditor and to review the annual accounts, interim reports and interim management statements. Where non-audit services are to be provided by the auditor, full consideration of the financial and other implications on the independence of the auditor arising from any such engagement will be considered before proceeding. Ian Burns will act as chairman of the Audit Committee. The principal duties of the Audit Committee will be to consider the appointment of external auditors, to discuss and agree with the external auditors the nature and scope of the audit, to keep under review the scope, results and cost effectiveness of the audit and the independence and objectivity of the auditor, to review the external auditor’s letter of engagement and management letter and to analyse the key procedures adopted by the Company’s service providers.

Remuneration and Nomination Committee

The Company has established a Remuneration and Nomination Committee, which comprises all the Directors except Mark Hodgson (who is not independent). Trudi Clark will act as chairman of the Remuneration and Nomination Committee. The Remuneration and Nomination Committee will meet not less than once a year and will have responsibility for considering the remuneration of the Directors. It will also: (i) identify individuals qualified to become Board members and select the director nominees for election at general meetings of the Shareholders or for appointment to fill vacancies; (ii) determine director nominees for each committee of the Board; and (iii) consider the appropriate composition of the Board and its committees.

Management Engagement Committee

The Company has established a Management Engagement Committee which comprises all of the Directors except Mark Hodgson (who is not independent). Trudi Clark will act as chairman of the Management Engagement Committee. The Management Engagement Committee will meet not less than once a year. The Management Engagement Committee’s main function is to review and make recommendations on any proposed amendment to the Portfolio Management Agreement and keep under review the performance of the Portfolio Manager in its role as Portfolio Manager of the Company.

In addition, the chairmanship of the Audit Committee, Remuneration and Nominations Committee and Management Engagement Committee and each Director’s performance will be reviewed annually by the Chairman and the performance of the Chairman will be assessed by the remaining Directors.

Terms of reference

RAMMCIC Audit Terms of Reference

RAMMCIC Management Engagement Committee Terms of Reference

RAMMCIC Remuneration and Nomination Committee Terms of Reference

The River and Mercantile UK Micro Cap Investment Company Board of Directors

Andrew Chapman

Independent non-executive Chairman

Appointed 2 October 2014

Andrew holds both a BA and an MPhil in Economic & Social History. He began his career in 1978 as a UK equity fund manager. In 1984, Andrew was appointed to the in-house investment management team at the British Aerospace Pension Fund, where he had responsibility for directly investing in a number of listed markets. In 1991, Andrew took the position of Investment Manager at United Assurance plc, where he was responsible for asset allocation and leading a team of in-house fund managers managing approximately £12 billion in assets. Andrew was subsequently a director of Teather & Greenwood Investment Management Limited, before joining Hewitt Associates as a Senior Consultant. From 1994 until 2003, Andrew was also a non-executive director of the Hambros Smaller Asian Companies Investment Trust plc (which subsequently became The Asian Technology Trust plc). In 2003, Andrew was appointed as the first in-house Pension Investment Manager for the John Lewis Partnership Pension Fund, with responsibility for the overall investment strategy as well as the appointment and performance of 27 external fund managers across all asset classes. He retired from that role in 2012 and served as the CIO for The Health Foundation until September 2015. Since 2012 Andrew has developed a portfolio of roles, including being a member of the investment committees of: Homerton College (Cambridge University); Coller Capital Partners; and the Property Charities Fund. He is also a non-executive director of Steadfast International Limited, Steadfast Long Capital Limited and Kidney Care UK. Andrew served for several years on the Investment Council of the National Association of Pension Funds and was Chair of the Advisory Board for the Pension Fund Investment Forum.

Mark Hodgson

Non-executive Director

Appointed 2 October 2014

Mark has over 25 years’ financial services experience, with an extensive banking background having spent over 20 years with HSBC where he gained an in-depth knowledge of credit, financial markets and complex lending structures. Prior to 2006, Mark was regional director for HSBC Invoice Finance (UK) Limited, where he was responsible for running the receivables finance business. In 2006, Mark moved to Jersey to head up HSBC’s Commercial Centre, having full operational responsibility for credit and lending within the jurisdiction. In 2008, Mark moved to Capita Fiduciary Group as managing director of Offshore Registration, a regulated role in which he had responsibility for Jersey, Guernsey and the Isle of Man. Mark also took on the regulated role of managing director of Capita Financial Administrators (Jersey) Limited, together with directorships of regulated and unregulated funds. In April 2014, Mark joined Carne Global Financial Services (C.I.) Limited as managing director.

Trudi Clark

Independent non-executive Director

Appointed 2 October 2014

Trudi graduated with a first class honours degree in business studies and is a qualified Chartered Accountant. Trudi spent 10 years working in chartered accountancy practices in the UK and Guernsey. In 1991, she joined the Bank of Bermuda to head their European internal audit function before moving into private banking in 1993. Between 1995 and 2005, Trudi worked for Schroders (C.I.) Limited, an offshore private bank and investment manager. She was appointed to the position of banking director in 2000 and managing director in 2003. In 2005, Trudi left Schroders to establish and run a private family office. In July 2009, Trudi established the Guernsey practice of David Rubin & Partners LLP, an internationally known insolvency and liquidation specialist. Trudi Clark holds several non-executive directorships in funds which include F & C Commercial Property Trust Limited and NB Private Equity Fund both of which are listed on the London Stock Exchange and Sapphire (PPC) Limited - Sapphire IV Cell which is listed on The International Stock Exchange. She also holds a personal fiduciary license issued by GFSC.

Ian Burns

Independent non-executive Director

Appointed 2 October 2014

Ian is a fellow of both the Institute of Chartered Accountants in England & Wales and a member of Society of Trust and Estate Practitioners. He is the founder and Executive Director of Via Executive Limited, a specialist management consulting company and the managing director of Regent Mercantile Holdings Limited, a privately owned investment company. He is licensed by the Guernsey Financial Services Commission as a personal fiduciary. Ian is currently a non-executive director and audit committee chairman of London Stock Exchange listed Twenty Four Income Fund Limited and Finance Director of AIM listed Fast Forward Innovations Limited. He is also a non-executive director of Darwin Property Management (Guernsey) Limited, Curlew Capital Guernsey Limited and Premier Asset Management (Guernsey) Ltd.

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