Annual report and financial statements - NVM Private Equity Ltd.

Corporate GovernanceThe company is committed to maintaining highstandards in corporate governance. The directorsconsider that the company has throughout the yearunder review complied in all material respects withthe provisions set out in Section 1 of the CombinedCode on Corporate Governance published by theUK Listing Authority in June 1998.Board of directorsThe company has a board of six non-executivedirectors, the majority of whom are considered to beindependent of the company’s investment manager.The board has six scheduled meetings per year, andmeets on other occasions as required, to receive andconsider recommendations from the manager, andtakes all decisions concerning the acquisition ordisposal of investments. A brief biographicalsummary of each director is given on page 4.The board has appointed three standing committeesto make recommendations to the board in specificareas:Audit CommitteeMr J R Hustler (Chairman)Mr R S PetersMiss P S Scott– deals with matters relating to audit, financialreporting and internal control systems. Thecommittee meets three times per year and has directaccess to KPMG Audit Plc, the company’sindependent auditors.Nomination CommitteeMiss P S Scott (Chairman)Mr E M P DennyProfessor Sir Frederick HollidayMr J R HustlerMr T R LevettMr R S Peters– considers the selection and appointment ofdirectors and makes recommendations to the boardas to the level of directors’ fees. The board does nothave a separate Remuneration Committee, as thecompany has no employees or executive directors.Detailed information relating to the remuneration ofdirectors is given in the directors’ remunerationreport on page 18.Management Engagement CommitteeProfessor Sir Frederick Holliday (Chairman)Mr J R HustlerMr R S PetersMiss P S Scott– undertakes a periodic review of the terms of themanagement agreement with Northern VentureManagers (NVM).All of the directors have access to the advice andservices of Mr C D Mellor, the company secretary,who has administrative responsibility for themeetings of the board and its committees. Directorsmay also take independent professional advice at thecompany’s expense where necessary in theperformance of their duties. As all of the directorsare non-executive, it is not considered appropriate toidentify a member of the board as the senior nonexecutivedirector of the company.The company’s Articles of Association require thatone third of the directors should retire by rotationeach year and seek re-election at the annual generalmeeting, and that directors appointed by the boardshould seek re-appointment at the next annualgeneral meeting. The board complies with therequirement of the Combined Code that all directorsare required to submit themselves for re-election atleast every three years. It is the board’s policy thatdirectors will retire from office at the conclusion ofthe next annual general meeting following theirattaining the age of 70 years.Investor relationsThe board recognises the value of maintainingregular communications with shareholders. Formalreports are sent to shareholders at the interim andyear-end stages, and an opportunity is given at theannual general meeting to question the board andthe investment manager. Proxy voting figures foreach resolution are announced at the annual generalmeeting.PAGE 20 Northern Venture Trust PLC Annual Report and Accounts 2003