Noble VCT plc - Foresight Group

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24 | NOBLE VCT PLC Directors’ Remuneration Report The board has prepared this report in accordance with the requirements of Schedule 7A to the Companies Act 1985. An ordinary resolution for its approval will be put to the members at the forthcoming Annual General Meeting. The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such. The auditor’s opinion is included in its report on page 26. Directors’ Fees The board consists solely of non-executive directors and considers at least annually the level of the directors’ fees, in accordance with the Combined Code on Corporate Governance. The company secretary provides information on comparative levels of directors’ fees to the board in advance of each review. During the year ended 31 March 2007, the remuneration committee comprised three members namely, John Andrews (chairman), John Gregory and Philip Court. The committee reviewed the responsibilities of each director and confirmed that it was appropriate to continue to pay salaries and fees, at an annual rate, as follows: John Gregory 20 Raymond Abbott 15 John Andrews 15 Philip Court 15 Tom Maxwell 15 Emoluments are stated net of VAT and Employer’s NI contributions where appropriate. Policy on Directors’ Fees The board’s policy is that the remuneration of non-executive directors should reflect the experience of the board as a whole, and be fair and comparable to that of other relevant venture capital trusts that are similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain the directors needed to oversee properly the Company and to reflect the specific circumstances of the Company, the duties and responsibilities of the directors and the value and amount of time committed to the Company’s affairs. It is intended that this policy will continue for the year ending 31 March 2008 and subsequent years. The fees for the non-executive directors are recommended in accordance with the Company’s Articles of Association and are recommended by the remuneration committee. The directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. Re-election of Directors Date of Date of Due date Director First Appointment Re-appointment For Re-election John Gregory 22 February 1996 3 August 2005 AGM 2007 Raymond Abbott 1 March 1999 3 August 2006 AGM 2008 John Andrews* 22 February 1996 20 July 2004 - Philip Court 22 February 1996 3 August 2005 AGM 2008 Tom Maxwell 26 January 2007 - AGM 2007 *John Andrews will be retiring on 2 August 2007 and not seeking re-election. £’000
NOBLE VCT PLC 25 Tom Maxwell was appointed by the board on 26 January 2007 and is proposed for election by shareholders at the AGM in 2007. John Andrews was last re-elected as a director in 2004 and although due for re-election this year has indicated that he will retire as a director at the AGM. The terms of directors’ appointment provide that a director shall retire and be subject to re-election at the first annual general meeting after their appointment. Directors are thereafter obliged to retire by rotation at least every three years, and may offer themselves for re-election by shareholders at that time. There is no notice period and no provision for compensation upon early termination of appointment. Company Performance The board is responsible for the Company’s investment strategy and performance. The graph on page 19 compares the percentage change in the total return (assuming all dividends are reinvested) to the percentage change in total return on a notional investment in the FTSE AIM All Share Index. This index was chosen for comparison purposes, as it represents a comparable broad equity market index. However, as not all the constituents of this Index are suitable for the Company, there is likely to be a divergence between the performance of each. An explanation of the performance of the Company is given in the Chairman’s Statement and Adviser’s Review. Directors’ Emoluments for the Year (audited) The directors who served during the year received the following emoluments in the form of salaries and fees: Fees Fees 2007 2006 £’000 £’000 John Gregory 20 20 Raymond Abbott 15 15 John Andrews 15 15 Philip Court 15 15 Tom Maxwell (appointed 25 January 2007) 4 - Anthony Diment (retired 3 August 2005) - 5 Total Emoluments are stated net of VAT and Employer’s NI contributions where appropriate. 69 70 No pension scheme contributions or other retirement benefit contributions were paid. There are no share option contracts held by the directors. Since all of the directors are non-executive, the other disclosures required by the Listing Rules are not relevant. John Gregory was an executive director of Noble Fund Managers Limited (equity adviser to the Company) which is a wholly owned subsidiary of Noble Group Limited until his resignation from that company on 28 February 2004. During the year Noble Fund Managers charged fees as equity advisers and fundraisers of £724,914 (2006: £693,855). Noble Corporate Management Limited charged fees of £71,821 (2006: £43,170) for Company Secretarial and Accounting services (all figures stated inclusive of VAT at the appropriate rate). Under the terms of agreement with the Company, Noble Group companies are entitled to receive additional fees directly from companies within the portfolio. No other director had any interest in any contract to which the Company is a party. On behalf of the Board John Gregory Chairman 22 June 2007
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 and 16: Integrated Environmental Solutions
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Page 19 and 20: NOBLE VCT PLC 17 Review of Internal
Page 21 and 22: Results, Dividends and Performance
Page 23 and 24: NOBLE VCT PLC 21 Directors The dire
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Page 29 and 30: Income Statement (incorporating the
Page 31 and 32: Cash Flow Statement for the year en
Page 33 and 34: NOBLE VCT PLC 31 g) Deferred Tax De
Page 35 and 36: 5. Tax on ordinary activities Based
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Page 41 and 42: NOBLE VCT PLC 39 (v) the Company ma
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