Jupiter Annual Report 2010 - Jupiter Asset Management

Governance | Directors’ report
The attendance of each Director at Board and Committee meetings
since Listing in June 2010 is detailed in Table 1.
Conflicts of interest
The Articles of Association permit the Board to consider, and if
thought fit, to authorise situations where a Director has a conflict
or potential conflict of interest in relation to the Group. The Board has
established a formal system whereby conflicts, and potential conflicts,
can be recorded by each Director and authorised by the Board.
Conflicts of interest are included as an agenda item at each Board
meeting. When authorising conflicts or potential conflicts of interest,
the Director concerned is required not to take part in the Board’s
decision making. Non-conflicted Directors are required to act in
a way they consider would be in the best interests of the Company
and most likely to promote the success of the Company.
Board committees
Audit, Remuneration and Nomination Committees
The Board has established a committee structure to assist
in the discharge of its responsibilities. Details of each of the Audit,
Remuneration and Nomination Committees, and the members,
roles and activities thereof are detailed in separate reports. Each
Committee reports to, and has terms of reference approved by,
the Board. The minutes of the Committee meetings, where
appropriate, are circulated to, and reviewed by, the Board.
The current members of the Audit Committee are Liz Airey,
Lorraine Trainer and Matteo Dante Perruccio, all being independent
non-executive Directors. Liz Airey is Chairman of the Committee.
The current members of the Committee were appointed on 26 May
2010, prior to Listing. The attendance of the individual Committee
members at Audit Committee meetings since Listing in June 2010
is detailed in Table 1.
The Remuneration Committee comprises four non-executive
Directors, namely Lorraine Trainer, Matteo Dante Perruccio and
Jamie Dundas, the Group’s Chairman (who was independent at the
time of appointment, for the purposes of the Code) and Michael
Wilson, a non-executive Director nominated by TA Associates, Inc.
Lorraine Trainer will replace Jamie Dundas as Chairman of the
Committee in May 2011 after the Annual General Meeting.
The attendance of the individual Committee members at
Remuneration Committee meetings since Listing in June 2010
is detailed in Table 1.
The Nomination Committee was established immediately prior
to Listing and the current members are Jamie Dundas (who was
independent on appointment, for the purposes of the Code) Liz Airey
and Michael Wilson, a non-executive Director nominated by TA
Associates, Inc. The attendance of the individual Committee members
at Nomination Committee meetings during 2010 is detailed in Table 1.
The terms of reference of the Audit, Remuneration and Nomination
Committees are available on the Company’s website
www.investorsjupiteronline.co.uk.
Table 1
Board
Audit Remuneration
Nomination
Number of meetings
4
3
4
1
Jamie Dundas 4(4) – 4(4) 1(1)
Liz Airey 4(4) 3(3) – 1(1)
Edward Bonham Carter 4(4) – – –
John Chatfeild-Roberts 4(4) – – –
Philip Johnson 4(4) – – –
Matteo Dante Perruccio 4(4) 3(3) 4(4) –
Lorraine Trainer 4(4) 3(3) 4(4) –
Richard I. Morris, Jr. 4(4) – – –
Michael Wilson 4(4) – 4(4) 1(1)
Note: maximum possible number of meetings to be attended in brackets.
Annual Report & Accounts 2010 35 Jupiter Fund Management plc