Annual report and financial statements - NVM Private Equity Ltd.

Corporate Governance
The management engagement committee undertakes
a periodic review of the performance of the
investment manager, NVM, and of the terms of the
management agreement including the level of fees
payable and the length of the notice period. The
principal terms of the agreement are set out in
Note 4 to the financial statements on page 33.
Following the latest review by the committee, the
board concluded that the continuing appointment of
NVM on the existing terms was in the interests of
the company and its shareholders as a whole. NVM
has demonstrated its commitment to and expertise
in venture capital investment over an extended
period. NVM has also performed its company
secretarial and accounting duties efficiently and
effectively.
Attendance at board and committee meetings
The table at the foot of page 26 sets out the number
of formal board and committee meetings held
during the year ended 31 October 2006 and the
number attended by each director compared with
the maximum possible attendance.
Investor relations
In fulfilment of the chairman’s obligations under the
Combined Code, the chairman gives feedback to the
board on issues raised with him by shareholders. The
board recognises the value of maintaining regular
communications with shareholders. Formal reports
are sent to shareholders at the interim and year-end
stages, and an opportunity is given to shareholders at
the annual general meeting to question the board and
the investment manager on matters relating to the
company’s operation and performance. Proxy voting
figures for each resolution are announced at the
annual general meeting.
Further information can also be obtained via the
NVM website at www.nvm.co.uk.
Internal control
The directors have overall responsibility for
ensuring that there are in place systems of internal
control, both financial and non-financial, and for
reviewing their effectiveness. The purpose of the
internal financial controls is to ensure that proper
accounting records are maintained, the company's
assets are safeguarded and the financial information
used within the business and for publication is
accurate and reliable; such a system can provide
only reasonable and not absolute assurance against
material misstatement or loss. The board regularly
reviews financial performance and results with the
investment manager. Responsibility for accounting,
secretarial services and physical custody of
documents of title relating to venture capital
investments has been contractually delegated to
NVM under the management agreement. NVM has
established its own system of internal controls in
relation to these matters, details of which have been
reviewed by the audit committee.
Non-financial internal controls include the systems
of operational and compliance controls maintained
by the investment manager in relation to the
company’s business as well as the management of
key risks as referred to in the section headed “Risk
management” below.
Management
Audit Nomination Engagement
Board Committee Committee Committee
Number of meetings held 6 3 1 1
Attendance (actual/possible):
C J P Dawnay (Chairman) 5/6 n/a 1/1 1/1
S D Bullock 6/6 2/3 1/1 1/1
A M Conn 6/6 n/a 1/1 n/a
I A Macdonald 5/6 3/3 1/1 1/1
J W J Moxon 4/6 2/3 1/1 1/1
PAGE 26 Northern AIM VCT PLC Annual Report and Accounts 2006