PSH-Annual-Report

Annual Report Year Ended December 31, 2014At December 31, 2014, the Directors’ interests inthe Company were as follows:NumberDirectorClass of Shares Held of SharesAnne Farlow Public Shares 10,139Richard Battey Public Shares 4,000Nicholas Botta Management Shares 229,971Jonathan Kestenbaum Public Shares 10,000William Scott N/A N/AThere were no changes in the interests of Directorsbetween December 31, 2014 and the date ofsigning this report.There are no service contracts in place betweenthe Company and the Directors. From theCompany’s inception to August 31, 2014, MrBattey and Mr Scott were each paid a fee at therate of £30,000 per annum. Each independentDirector is currently paid an annual fee of £50,000per annum. Mr Botta does not receive a fee for hisservices as a Director. On February 9, 2015, theBoard approved an increase in the fee for MsFarlow, the Chairman of the Board, from £50,000to £75,000 per annum and Mr Battey, theChairman of the Audit Committee, from £50,000 to£55,000 per annum. The fees were adjustedeffective as of October 1, 2014.The Directors received full information about theCompany upon appointment to the Board and,through regular contact with the Company’sservice providers, are kept up to date. TheChairman does not regularly review and agree witheach Director their training and developmentneeds as all of the Directors are appropriatelyqualified and experienced and (where applicable)are required to undertake a sufficient amount ofcontinuous professional development as part oftheir professional qualifications.RELATIONS WITH SHAREHOLDERSThe Board recognizes that it is important tomaintain appropriate contact with Shareholders tounderstand their issues and concerns. TheInvestment Manager maintains regular contact withShareholders via quarterly investor calls, thepublication of weekly and monthly NAV estimatesand on an ad-hoc basis when queries fromShareholders arise. In addition, the Company hasappointed Dexion Capital plc to act as corporatebroker and to enhance communication withShareholders. Investor feedback from theInvestment Manager and other advisers is reportedto the Board on a regular basis.Each year, Shareholders will have the opportunityto vote and attend the Annual General Meetingwhere the majority of the Directors will be present.In addition, on a more formal basis, the Directorsreport to Shareholders throughout the year with thepublication of the annual and half-yearly reportsand interim management statements.Shareholders may contact the Directors in writingat the Company’s registered office or by email atelysium@elysiumfundman.com.MATERIAL CONTRACTSThe Company’s material contracts are with: PSCM which serves as Investment Manager tothe Company pursuant to an amended andrestated Investment Management Agreement,dated October 1, 2014, which provides that theInvestment Manager shall act as investmentmanager to the Company, and, as such, shallmanage the investments of the Company andthe risks related thereto; PSCM is entitled toreceive a quarterly management fee and anincentive fee from the Company. Further detailsare provided in Note 15. Elysium Fund Management Limited, whichserves as Administrator and Morgan StanleyFund Services (Bermuda) Ltd., which serves asSub-Administrator pursuant to anAdministration and Sub-AdministrationAgreement, dated April 2, 2012. Under theAdministration and Sub-AdministrationAgreement, the Administrator provides theCompany with certain administration services,including, among other things, the maintenanceof the Company’s accounting and statutoryrecords, and the Administrator delegatescertain of these services to the Sub-Administrator; and Goldman Sachs & Co and UBS Securities LLC,which each serve as Prime Broker andCustodian for the Company, pursuant toagreements for prime brokerage services datedApril 2, 2012 and August 1, 2014, respectively.The Directors have reviewed the material contractsand believe that the service providers performedwell during the financial year and that it is in thebest interests of the Company to retain theservices of these entities.PERSHING SQUARE HOLDINGS, LTD. 29