Noble VCT plc - Foresight Group

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14 | NOBLE VCT PLC Statement of Corporate Governance The directors of Noble VCT plc (“the Company”) confirm that the Company has taken appropriate steps to enable it to comply with the provisions of the Financial Reporting Council Combined Code on Corporate Governance issued in June 2006, (“the Code”). The directors have considered the AIC Code of Corporate Governance for investment trusts, however they believe that the main issues affecting the Company are covered by the Combined Code. Board of Directors The Company started the year with four non-executive directors, however, since the appointment of Tom Maxwell as nonexecutive director on 26 January 2007 the board now comprises of five non-executive directors, all of whom are independent of the investment adviser. Until 28 February 2004 John Gregory was a director of Noble Fund Managers Limited, the Company’s Investment Adviser. The board, however, believes that the chairman is independent, has no conflicts of interest and has no other significant commitments. The Company has no staff and consequently does not have a chief executive officer. The provisions of the Code which relate to the division of responsibilities between a chairman and a chief executive officer, accordingly remain not applicable to the Company. All directors are subject to election by shareholders at the first opportunity after their appointment and to re-election thereafter at three year intervals. The board’s opinion is that non-executive directors should not be appointed for a specified term but that a view be taken as to their contribution when due for re-election. Such a process allows directors the opportunity to confirm conveniently their desire to continue. None of the directors have signed service contracts with the company as at 31 March 2007. The Code states that the board should have a formal schedule of matters specifically reserved to it for decision, to ensure that it has firm direction and control of the Company. This is achieved by a management agreement between the Company and the Investment Adviser, which sets out the matters over which the Investment Adviser has authority and the limits above which board approval must be sought. All other matters are reserved for the approval of the board of directors. The board considers all matters not included within the remit of the board committees including the valuation of investments and fundraising. The board has given Noble Fund Managers full discretion over AIM investments up to a limit of 50% of funds raised and a further £1m for investment in non VCT qualifying investments. Directors are provided with key information on the Company’s activities including regulatory and statutory requirements and internal controls by the Investment Adviser and Company Secretary. The board has direct access to secretarial advice and compliance services through the Company Secretary, who is responsible for ensuring that board procedures are followed and complied with. On appointment, any new director will be given a comprehensive introduction to the Company’s business including meetings with the Company’s key advisers. All directors are able to take independent professional advice in furtherance of their duties if necessary. In accordance with the Code, the Company has in place directors and officers liability insurance. The board is responsible to shareholders for the proper management of the Company and meets at least quarterly. It has formally adopted a schedule of matters which are required to be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues. The chairman, together with the company secretary, establish the agenda for each board meeting. The necessary papers for each meeting are distributed in advance of the meeting. Directors’ performance is evaluated by the nomination committee. This performance review includes assessing commitment to the role, attendance at board and sub-committee meetings and other relevant duties. Board Committees Copies of the terms of reference of the Company’s board committees are available from the company secretary.
NOBLE VCT PLC 15 Audit Committee This is a fully constituted committee of the board of directors established to perform the duties set out below and to report on those matters to the board. • To monitor the integrity of the Company’s financial statements and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgements contained in them • To review the Company’s internal controls and risk management systems • To review the need for an internal audit function • To make recommendations to the board for it to put to shareholders for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor • To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements • To develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm • To report to the board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken The audit committee currently comprises Philip Court (chairman), John Andrews and John Gregory. From 2 August 2007, the audit committee will comprise Tom Maxwell (chairman), Philip Court and John Gregory. Nominations Committee This a fully constituted committee of the board of directors established to perform the duties set out below and to report on those matters to the board. • Identifying and nominating for approval of the board, candidates to fill board vacancies as and when they arise and consider candidates from a wide range of backgrounds. • Before making an appointment, evaluating the balance of skills, knowledge and experience on the board, and in light of this evaluation, preparing a description of the role and capabilities required for a particular appointment. • Reviewing annually the time required from each non-executive director. Performance evaluation should be used to access whether each non-executive director is spending enough time to fulfil their duties. • Giving full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed on the board in the future. • Regularly reviewing the structure, size and composition of the board (including skills knowledge and experience) and make recommendations to the board with regard to any changes. • Keeping under review the leadership needs of the Company with a view to the continued ability of the Company to compete effectively in the market place. • Making a statement in the annual report about its activities including the process for appointments and explaining if external advice or open advertising has not been used, the membership of the nomination committee, number of nomination committee meetings and the attendance of members during the year. • Ensuring that on appointment to the board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside board meetings. • In respect of directors who retire by rotation or whose term of appointment is due to expire, making recommendations to the board as to their suitability for re-election or re-appointment based on performance appraisals. • Assessing and recommending which directors are independent or not independent for approval by the board and for disclosure in the annual report. • Making recommendations to the board for the continuation (or not) in service of any director who has reached the age of 70. • Reviewing the performance of the board and each director annually. The nominations committee currently comprises John Gregory (chairman), John Andrews and Raymond Abbott. From 2 August 2007, the nominations committee will comprise John Gregory (chairman), Raymond Abbott and Tom Maxwell.
Page 1 and 2: Noble VCT plc Report & Accounts Yea
Page 3 and 4: Corporate Policy and Financial High
Page 5 and 6: NOBLE VCT PLC 3 VCT Legislation The
Page 7 and 8: Adviser’s Review NOBLE VCT PLC 5
Page 9 and 10: The quoted holdings sold during the
Page 11 and 12: Investment Portfolio Summary NOBLE
Page 13 and 14: Top 10 Equity Investments The Messa
Page 15: Integrated Environmental Solutions
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Page 21 and 22: Results, Dividends and Performance
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Noble VCT plc - Foresight Group

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