<strong>Annual</strong> <strong>Report</strong> Year Ended December 31, 2014GOING CONCERNThe Company’s investment activities, together withfactors likely to affect its future development,performance and position are set out in Note 1 tothe financial statements.In assessing the going concern status of theCompany, the Directors have considered: The Company’s net assets attributable to allshareholders at December 31, 2014 of$6,560,373,067; The liquidity of the Company’s assets (atDecember 31, 2014, 59.5% of its assetscomprised of cash and cash equivalents andLevel 1 assets); and The ability of the Company to meet its totalliabilities (excluding net assets attributable tomanagement shareholders), which were 8.5%of its total assets at December 31, 2014.After making reasonable enquiries, and assessingall data relating to the Company’s liquidity,particularly its holding of cash and Level 1investments, the Directors and the InvestmentManager believe that the Company is well placedto manage its business risks. Furthermore, theDirectors and the Investment Manager have areasonable expectation that the Company hasadequate resources to continue in operationalexistence for the foreseeable future and they donot consider there to be any threat to the goingconcern status of the Company. For thesereasons, they have adopted the going concernbasis in preparing the financial statements.THE BOARD AND DELEGATION OFFUNCTIONS AND ACTIVITIESThe Board consists of five non-executive Directors,four of whom are independent. Mr Botta is chieffinancial officer of the Investment Manager and istherefore deemed not to be an independentDirector of the Company. Ms Farlow is theChairman and, as she is independent, the Boarddoes not consider it necessary to appoint a seniorindependent director.Board. Clear documented contractualarrangements exist between the Company andthese firms that define the areas where the Boardhas delegated certain functions to them. TheBoard retains accountability for the variousfunctions it delegates. Further information isprovided in the <strong>Report</strong> of the Audit Committee.The Board believes that it has an appropriatebalance of independence, knowledge, experienceand diversity that is relevant to the Company. Anychanges to the Board’s composition are expectedto be managed without undue disruption.The Board meets regularly throughout the year, atleast on a quarterly basis, and maintains regularcontact with the Investment Manager andAdministrator. The Directors are kept informed ofinvestments and other matters relevant to theoperation of the Company that would be expectedto be brought to the Board’s attention. TheDirectors, where necessary in the furtherance oftheir duties, have access to independentprofessional advice at the Company’s expense.All Board members are expected to attend eachBoard meeting and to arrange their schedulesaccordingly, although non-attendance may beunavoidable in certain circumstances. Thefollowing table details the number of formalmeetings attended by each Director in the yearended December 31, 2014:ScheduledQuarterlyBoardMeetings(attended /conducted)Ad-hocBoardMeetings(attended /conducted)AuditCommitteeMeetings(attended /conducted)Anne Farlow0 / 1 1 / 1 1 / 1(appointed on August 28, 2014)Richard Battey 4 / 4 10 / 10 1 / 1Nicholas Botta 4 / 4 3 / 10 N/AJonathan Kestenbaum1 / 1 0 / 4 0 / 1(appointed on July 29, 2014)William Scott 4 / 4 10 / 10 1 / 1Additional ad-hoc Board meetings were convenedat short notice and required a minimum quorum oftwo Directors.The Company, which has no executive directorsand no employees, has engaged external partiesto undertake the daily management, operationaland administrative activities of the Company. Inparticular, the Directors have delegated thefunction of managing the assets comprised in theCompany’s portfolio to the Investment Manager,which is not required to, and generally will not,submit individual decisions for the approval of the30 PERSHING SQUARE HOLDINGS, LTD.
<strong>Annual</strong> <strong>Report</strong> Year Ended December 31, 2014STATEMENT OF DIRECTORS’RESPONSIBILITIES IN RESPECT OF THEFINANCIAL STATEMENTSThe Directors are responsible for preparing the<strong>Report</strong> of the Directors and the financialstatements in accordance with applicable laws andregulations. The Companies (Guernsey) Law, 2008requires the Directors to prepare financialstatements for each financial year which give atrue and fair view of the state of affairs of theCompany as at the end of the financial year and ofthe profit or loss of the Company for that year. Inpreparing those financial statements, the Directorsare required to: Select suitable accounting policies and thenapply them consistently; Make judgments and estimates that arereasonable and prudent; State whether applicable accounting standardshave been followed, subject to any materialdepartures disclosed and explained in thefinancial statements; and Prepare the financial statements on a goingconcern basis unless it is inappropriate topresume that the Company will continue inbusiness.The Directors are responsible for keeping properaccounting records which disclose with reasonableaccuracy at any time the financial position of theCompany and enable them to ensure that thefinancial statements comply with the Companies(Guernsey) Law, 2008, Protection of Investors(Bailiwick of Guernsey) Law, 1987, therequirements of Euronext Amsterdam, theCompany’s governing documents and theapplicable regulations under Dutch law. They arealso responsible for safeguarding the assets of theCompany and hence for taking reasonable stepsfor the prevention and detection of fraud and otherirregularities.The Directors confirm that they have complied withthe above requirements.DISCLOSURE OF INFORMATION TO THEAUDITORSSo far as each of the Directors is aware, there isno relevant audit information of which theCompany’s auditors are unaware, and each hastaken all the steps he or she ought to have takenas a Director to make himself or herself aware ofany relevant audit information and to establish thatthe Company’s auditors are aware of thatinformation.By order of the Board/s/ Anne Farlow/s/ Richard BatteyAnne FarlowRichard BatteyChairman of the Board DirectorMarch 24, 2015 March 24, 2015PERSHING SQUARE HOLDINGS, LTD. 31
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