Corporate governance

We are committed to maintaining a high standard of corporate governance and transparency. We comply with all of the relevant provisions of the UK Corporate Governance Code issued by the Financial Reporting Council in September 2014. We are also a member of the Association of Investment Companies (AIC) and comply with the recommendations of the AIC Code and the relevant parts of the Code.

The Company complies with the provisions of the UK Corporate Governance Code other than those relating to:

– the role of the chief executive

– executive directors’ remuneration

– the need for an internal audit function

The Board has five Committees: Investment, Nomination, Audit and Risk, Property Valuation and Management Engagement Committee. The terms of reference for these Committees are set out on below.

Investment Committee

Ediston Property Investment Company plc

Investment Committee

Terms of Reference

Constitution
The Board resolves to establish a Committee of the Board to be known as the Investment Committee.

Membership
The Investment Committee shall be appointed by the Board from amongst the independent non-executive directors of the Company. It shall consist of not less than two members, which shall also be the quorum.

The Chairman of the Investment Committee shall be appointed by the Board.

Meetings
The Investment Committee shall meet at least once a year, and as often is necessary to consider all property transactions proposed by the Manager.
The Company Secretary shall be appointed as Secretary of the Committee.

Authority
The Investment Committee is authorised by the Board to investigate any activity within its terms of reference. The Investment Committee is authorised to obtain independent professional advice where necessary.

Duties
The duties of the Investment Committee are:

  • To consider all property transactions proposed by the Manager.
  • To authorise or decline to authorise any property transaction proposed by the Manager.

Reporting Procedures
The Company Secretary shall circulate the minutes of meetings of the Investment Committee to all members of the Board.

Membership:

William Hill (Chairman)
Robin Archibald
Robert Dick

Nomination Committee

Ediston Property Investment Company plc

Nomination Committee

Terms of Reference

Constitution
The Board has established a Committee of the Board to be known as the Nomination Committee.

Membership
The Nomination Committee shall, until otherwise determined by the Board, consist of all members of the Board.

The Chairman of the Nomination Committee shall be appointed by the Board.

Meetings and attendance at the annual general meeting
The Nomination Committee shall meet at least once a year and otherwise as required.

The committee chairman should attend the annual general meeting to answer any shareholder questions on the committee’s activities.

Secretary
The Company Secretary, or his or her nominee, shall be appointed as Secretary of the Committee.

Quorum
The quorum necessary for the transaction of business on the committee shall be two.

Authority
The Nomination Committee is authorised by the Board to investigate any activity within its terms of reference.

Duties
The duties of the Nomination Committee are:

a) To have a formal, rigorous and transparent procedures for appointment of new
directors to the Board, which includes evaluating the existing balance of tenure, skills, knowledge and experience on the Board, identifying how new candidates can add to the balance of existing appointees and the method by which candidates can be sought and appointed, which may include the use of external consultants to assist in the process.

b) To be responsible for reviewing and nominating candidates for the approval of the Board to fill vacancies on the Board of Directors and to its respective committees, although ultimate appointments are Board decisions.

c) To consider and review the composition and balance of the Board from time to time and, where appropriate, to make recommendations to the Board.

d) To review the re-appointment of Directors, as they fall due for re-election, under the terms of their appointment and the Combined Code of the UK Listing Authority, and to make recommendations to the Board as considered appropriate.

e) To co-ordinate the process to evaluate the Board on an annual basis. The Chairman of the Nomination Committee to undertake the evaluation of the Chairman of the Company whilst the latter will hold individual meetings with the other Directors to provide feedback on their role and performance as a Director.

f) To consider other topics, as defined by the Board.

Notice and Reporting Procedures
The Secretary shall call meetings of the Committee at the request of the Committee Chairman and circulate the minutes of meetings of the Nomination Committee to all members of the Board at the next Board meeting following a Nomination Committee meeting.

The Committee shall produce a report to be included in the company’s annual report about its activities, the process to make appointments and explain if external advice or open advertising has not been used. Such report should include a statement on the Board’s policy on diversity, including gender, any measurable objectives that it has set for implementing the policy and progress in achieving the objectives.

Resources
The Committee should have access to sufficient resources, including if necessary appointing external advice, to carry out its duties and arrange for periodic review of its own performance and review its constitution and terms of reference to ensure its effective operation, including making any recommendations for change it considers necessary.

Membership: Robin Archibald (Chairman), William Hill and Robert Dick

Audit & Risk Committee

Ediston Property Investment Company plc

Audit & Risk Committee

Terms of Reference

Constitution
The Board resolves to establish a Committee of the Board to be known as the Audit & Risk Committee.

Membership
The Audit & Risk Committee shall be appointed by the Board from amongst the
independent non-executive directors of the Company. It shall consist of not less than three members. At least one member of the Audit & Risk Committee shall have recent and relevant financial experience. A quorum shall be two members.

The Chairman of the Audit & Risk Committee shall be appointed by the Board and should be different from the Chairman of the Company.

Meetings
The Audit & Risk Committee shall meet at least twice a year. The Audit & Risk Committee shall have the opportunity to meet the auditors, without management or the Administrator being present. Other Board members may be invited to join the meetings. The auditors may request a meeting if they consider that one is necessary.

The Company Secretary shall be appointed as Secretary of the Audit & Risk Committee

Authority
The Audit & Risk Committee is authorised by the Board to investigate any activity within its terms of reference. The Audit & Risk Committee is authorised to obtain outside legal or other independent professional advice at the Company’s expense, where necessary, on any matter within its terms of reference

Duties
The duties of the Audit & Risk Committee for the parent Company, significant subsidiaries and the Group as a whole, as appropriate, are:

a) To make recommendations to the Board, for it to put to the shareholders for their approval in general meeting, in relation to the appointment and reappointment of the external auditor and to determine the remuneration and terms of engagement of the external auditor.

b) To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements.

c) To develop and implement policy on the engagement of the external auditor to
supply non-audit services to avoid any threat to auditor objectivity and
independence, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.

d) To monitor the integrity of the annual and interim financial statements, and any other significant financial information, before submission to the Board, and any formal announcements relating to the Company’s and Group’s financial
performance, reviewing and reporting to the Board on significant financial reporting issues and judgements which they contain having regard to matters communicated to it by the Auditor, focusing particularly on:

i) any changes in accounting principles, policies and practices;
ii) major judgemental areas;
iii) material adjustments resulting from audit;
iv) the going concern assumption;
v) compliance with accounting standards and all relevant statutory requirements having made appropriate estimates and judgements, taking into account the views of the external auditor; and
vi) compliance with the UK Listing Authority.

e) To discuss problems and reservations arising from the interim reviews and final audits, and any matters the auditors may wish to discuss (in the absence of management where necessary).

f) To review reports from the external auditor including the auditor’s report to the Board. This shall include but not be limited to, the following:

i) a discussion of any major issues which arose during the audit;
ii) key accounting and audit judgements;
iii) levels of errors identified during the audit
iv) the effectiveness of the audit process.

g) To ensure that at least once every ten years the audit services contract is put out to tender to enable the committee to compare the quality and effectiveness of the services provided by the incumbent auditor with those of other audit firms; and in respect of such tender oversee the selection process and ensure that all tendering firms have such access as is necessary to information and individuals during the duration of the tendering process.

h) Where requested by the Board, to provide advice on whether the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s and Group’s performance, business model and strategy.

i) To review the Company’s statement on internal control systems prior to
endorsement by the Board; and in particular, to review:
i) the procedures for identifying business risks and controlling their impact on the Company and Group;
ii) the Company’s and Group’s policies for preventing or detecting fraud;
iii) the Company’s and Group’s policies for ensuring that it complies with
relevant regulatory and legal requirements;
iv) the Manager’s and Investment Adviser’s reports on their internal control
systems and other service providers on their internal control systems.

j) To consider annually whether there is a need for an internal audit function specific to the Company and Group.

k) To monitor that the Company does not require to take any action to meet its
obligations under FACTA.

l) To monitor that the Company does not require to take any action to meet its
obligations with regards to the Anti-Money Laundering Regulations.

m) To consider at least annually, based on a report from EISL, that there are no matters relevant to the company to be brought to the Boards’ attention by the AIFM.

n) To consider at least annually the Depositary’s confirmation that they are in
compliance with their AIFMD responsibilities.

o) To consider, at least annually, the controls in place to monitor the risk of the Company and Group breaching the rules required to maintain its REIT status.

p) To consider matters relevant to the strategic and operational risk exposures of the Company and Group:

i) Oversee and advise the Board on the current risk exposures and risk appetite
of the Company and Group, through detailed review of the risk matrices at
least annually, and recommend actions to be taken to further mitigate the
risks identified;
ii) Keep under review the Company and Group’s overall risk assessment
processes that inform the Board’s decision making, ensuring that qualitative
and/or quantitative metrics are used as appropriate;
iii) Review regularly and approve the parameters used in these measures and the
methodology adopted;
iv) Set a standard for the accurate and timely monitoring of large exposures and certain risk types of critical importance;
v) Review the Company and Group’s ability to identify and manage new risk
types, ensuring that these have been appropriately captured in the risk
matrices on a timely basis; and
vi) Review reports on any material breaches of risk limits and the adequacy of
proposed action.

q) To consider other topics, as defined by the Board

r) To arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board.

Reporting Procedures
The Secretary shall circulate the minutes of meetings of the Audit & Risk Committee to all members of the Board at the next Board Meeting following an Audit & Risk Committee Meeting.

The work of the Audit & Risk Committee in discharging its responsibilities shall be disclosed in the Company’s Annual Report.

The Report should include an explanation of how the Audit & Risk Committee has
addressed the effectiveness of the external audit process; the significant issues that the Audit & Risk Committee considered in relation to the financial statements and how these issues were addressed, having regard to matters communicated to it by the auditor; and all other information requirements set out in the Code.

The Chairman of the Audit & Risk Committee shall attend the AGM and answer questions through the Chairman of the Board, on the Audit & Risk Committee’s activities and responsibilities.

Membership: Robert Dick (Chairman), Robin Archibald and William Hill

Property Valuation Committee

Ediston Property Investment Company plc

Property Valuation Committee

Terms of Reference

Constitution
The Board resolves to establish a Committee of the Board to be known as the Property Valuation Committee.

Membership
The Property Valuation Committee shall be appointed by the Board from amongst the independent non-executive directors of the Company. It shall consist of not less than three members. At least one member of the Property Valuation Committee shall have recent and relevant property experience. A quorum shall be two members.

Meetings
The Property Valuation Committee shall meet at least four times a year. The Property Valuation Committee shall have the opportunity to meet the Valuer, without Management being present. Other Board members may be invited to join the meetings.

The Company Secretary shall be appointed as Secretary of the Property Valuation Committee.

Authority
The Property Valuation Committee is authorised by the Board to investigate any activity within its terms of reference. The Property Valuation Committee is authorised to obtain outside legal or other independent professional advice at the Company’s expense, where necessary, on any matter within its terms of reference.

Duties
The duties of the Property Valuation Committee are to review the quarterly property valuation report produced by the Valuer before its submission to the Board, focussing in particular on:

a) Significant adjustments from the previous property valuation report;

b) Reviewing the individual valuations of each property;

c) Reviewing the findings and any recommendations or statements made by the Valuer;

d) To review at least annually, consider and make recommendations to the Board, in relation to the appointment, remuneration and re-appointment of the Company’s external Valuers; and

e) To consider other topics, as defined by the Board.

Reporting Procedures
The Secretary shall circulate the Minutes of meetings of the Property Valuation Committee to all members of the Board at the next Board Meeting following a Property Valuation Committee Meeting.

The work of the Property Valuation Committee in discharging its responsibilities shall be disclosed in the Company’s Annual Report.

The Chairman of the Property Valuation Committee shall attend the AGM and answer questions through the Chairman of the Board, on the Property Valuation Committee’s activities and responsibilities.

Membership: William Hill (Chairman), Robin Archibald and Robert Dick

Management Engagement Committee

Ediston Property Investment Company plc

Management Engagement Committee

Terms of Reference

Constitution
The Board has resolved to establish a Committee of the Board known as the Management Engagement Committee.

Membership
The Management Engagement Committee is appointed by the Board from amongst the
independent non-executive directors of the Company. It consists of not less than three members. A quorum shall be two members.

The Chairman of the Management Engagement Committee is appointed by the Board.

Meetings
The Management Engagement Committee meets at least once a year and otherwise as when required to fulfil its duties. The Company Secretary is appointed as Secretary of the Committee.

Authority
The Management Engagement Committee is authorised by the Board to investigate any activity within its terms of reference. The Management Engagement Committee is authorised to obtain independent professional advice where necessary.

Duties
The duty of the Management Engagement Committee is to review the performance and terms and conditions of parties appointed by the Board to provide services to the Company and to decide whether it is in the best interest of shareholders for those appointments to continue. It is required in carrying out its duties to ensure compliance with the AIC code and Listing Rules.

In respect of the Manager/Property Advisor the following are considered, inter alia, appropriate areas of focus:

  • monitor and evaluate the manager’s investment performance;
  • consider the merit of obtaining an independent appraisal of the manager’s services;
  • investigate any breaches of agreed investment limits and any deviation from the agreed investment policy and strategy;
  • review the standard of any administrative services or company secretarial services provided under the terms of the management contract including the provision of the AIFM service;
  • evaluate the level and effectiveness of any marketing support provided by the management company for the company, either directly or through generic products, whether under the terms of the management contract or simply as part of a noncontractual obligation or understanding;
  • assess the level of fees charged by the management company and how these fees compare with those charged to peer group companies;
  • compare the notice period on the management contract with industry norms;
  • prepare a disclosure statement regarding the continuing appointment of the investment manager on the terms agreed;
  • consider any other issues on the appointment of the manager including a review of the effectiveness of the manager/property advisors’ risk management and internal control systems, conflicts of interest and financial standing.

The Committee will also consider the activities of the other service providers to the Company, other than the auditor, which is under the remit of the Audit Committee, and will consider both the terms and performance of these agents, including any recommendations for changes to be made.

Reporting Procedures
The Company Secretary shall circulate the minutes of meetings of the Management Engagement Committee to all members of the Board.

Annual General Meeting
The Chairman of the Management Engagement Committee shall attend the Annual General Meeting prepared to respond to any shareholder questions on the Committee’s activities.

Authority
1. The Committee is authorised to seek any information it requires from any relevant employee of a party subject to review in order to perform its duties.
2. The Committee is authorised to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference, up to a level of £10,000 without prior reference to the Board.

Membership: William Hill (Chairman), Robin Archibald and Robert Dick

Latest posts

Documents

Factsheet, June 2017

July 18, 2017

Factsheet, March 2017

July 18, 2017

Interim Report March 2017

May 25, 2017

RNS Feed

Disposal of Phoenix, Reading

Tue, 08 Aug 2017 07:00:00 GMT

Dividend Declaration

Wed, 02 Aug 2017 07:00:00 GMT

Holding(s) in Company

Tue, 25 Jul 2017 13:54:00 GMT

News

Ediston-REIT completes its first sale and immediately reinvests the sales proceeds

June 16, 2017

Ediston acquires Newcastle office for £18.95 million

February 3, 2016

Ediston purchases Plas Coch Retail Park, Wrexham for £22.4 Million

December 11, 2015