Investor Information

EDISTON PROPERTY INVESTMENT COMPANY PLC
TERMS OF REFERENCE
INVESTMENT AND PROPERTY VALUATION COMMITTEE

1. MEMBERSHIP

1.1. The investment and property valuation committee (Committee) shall comprise at least two directors and at least one member shall have recent and relevant property investment experience.

1.2. The Board shall appoint the members of the Committee and the Committee Chair. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. SECRETARY

The Company Secretary shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. QUORUM

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

4. MEETINGS

4.1. The Committee shall meet at every scheduled Board meeting, as part of the business of the Board Meeting, and where, for efficient management of the Company’s business, the Manager’s report can include items for oversight or sign off that would otherwise be dealt with in ad hoc meetings. It will otherwise meet as often as necessary to consider property transactions proposed by the Manager and carry out the other duties not discharged at Board meetings set out at 6.0 below.

4.2. The Committee may choose to set up a sub-committee or working group in order to conduct its business efficiently including inviting representatives from the Manager or third parties.

4.3. Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members. Meetings of any sub-committee or working group can be convened by the chair of that sub-committee/group and the secretarial function of that sub-committee/group can be carried out by a member of that sub-committee/group.

4.4. Meetings of the Committee may be conducted when the members are physically present together or in the form of either video or audio conference, provided that all participants can hear and speak.

4.5. In the interests of urgency, providing all members of the Committee agree, approvals of property transactions can be made via circular resolution using email.

4.6. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance. Where the Secretary is not in attendance the chair of the meeting should ensure an attendee of the meeting keeps the record. Where resolutions are approved the Secretary will minute the decision and retain copies of the email approvals given.

4.7. Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

4.8. An electronic boardroom for the papers pertaining to the Committee will be maintained and kept up to date.

5. ENGAGEMENT WITH SHAREHOLDERS

The Committee Chair should attend the annual general meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with Shareholders on significant matters related to the Committee’s areas of responsibility.

6. DUTIES

6.1. The duties of the Committee for the Company and its subsidiaries (Group) are, with the exception of matters that are reserved for the Board, inter alia:

(a) to authorise or decline to authorise, with good reasons provided, or to make recommendations on matters reserved for the Board on all property investment transactions proposed by the Manager;
(b) to authorise or decline to authorise, with good reasons provided, or to make recommendations on matters reserved for the Board, on any property transaction proposed by the Manager which includes capital expenditure outside the limits set out in the Investment Management Agreement;
(c) to authorise or decline to authorise, with good reasons provided, property management activities proposed by the Manager which are outside the limits set out in the Investment Management Agreement;
(d) to approve fees due to the Manager resulting from the carrying out of a development management role;
(e) to authorise or decline to authorise, with good reasons provided, any proposed property loan agreements and any variations to the terms of the existing property loan agreements secured on the underlying property assets;
(f) to approve any litigation relating to the management of the property assets outside the limits set out in the Investment Management Agreement;
(g) to review the quarterly property valuation report produced by the Valuer as part of its submission to the Board, focussing in particular on:

(i) significant adjustments from the previous property valuation report;
(ii) reviewing the individual valuations of each property;
(iii) reviewing the findings and any recommendations or statements made by the Valuer; and
(iv) considering and making recommendations, at least annually, to the Management Engagement Committee and the Board, on the appointment, remuneration and re-appointment of the Company’s external Valuers.

(h) to consider the impact of the Company’s activities in connection with Environmental, Social and Governance (ESG) issues and to use external input for the purposes of developing a sustainability strategy in conjunction with the Manager and to report on progress;and

(i) To provide input to the Board as necessary on the drafting of the quarterly NAV statements.

7. REPORTING RESPONSIBILITIES

The Committee shall:

7.1. Report to the Board after each meeting on all matters within its duties and responsibilities (including any matters on which the Board has requested the Committee’s opinion). Such report often to form part of the scheduled Board minutes, including the review of the investment portfolio as provided by the Manager for the purposes of the Board meeting.

7.2. Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

7.3. Produce a report to be included in the Company’s annual report describing the work of the Committee. If an external third party has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the Company or individual directors.

7.4. Make available to Shareholders these terms of reference by placing them on the Company’s website.

8. GENERAL MATTERS

The Committee shall:

8.1. Have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for advice and assistance as required.

8.2. Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

8.3. Arrange for periodic reviews of its own performance and, at least annually review its terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

9. AUTHORITY

The Board authorises the Committee to:

9.1. Investigate any activity within its terms of reference.

9.2. Seek any information it requires from any relevant agent to the Company in order to perform its duties.

9.3. 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 (excluding VAT and disbursements) without prior reference to the Board.

Adopted at the Board meeting of the Company on 12 May 2021.

Members of the Committee are:
William Hill – Chair
Imogen Moss
Alternates
Robin Archibald
Jamie Skinner

EDISTON PROPERTY INVESTMENT COMPANY PLC
TERMS OF REFERENCE
NOMINATION COMMITTEE

1. MEMBERSHIP

1.1 The nomination committee (Committee) shall comprise at least three directors.

1.2 The Board shall appoint the members of the Committee and the Committee Chair. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. SECRETARY

The Company Secretary shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. QUORUM

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

4. MEETINGS

4.1 The Committee shall meet at least once a year and otherwise as required.

4.2 Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members.

4.3 Meetings of the Committee may be conducted when the members are physically present together or in the form of either video or audio conference, provided that all participants can hear and speak.

4.4 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

4.5 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

4.6 An electronic boardroom for the papers pertaining to the Committee will be maintained and kept up to date.

5. ENGAGEMENT WITH SHAREHOLDERS

The Committee Chair should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with Shareholders on significant matters related to the Committee’s areas of responsibility.

6. DUTIES

6.1 The duties of the Committee for the Company and its subsidiaries (Group) are, inter alia:

(a) To co-ordinate the process of Board evaluation on an annual basis for all the members of the Board. The Committee Chair should undertake the evaluation of the Chairman of the Board whilst the latter will hold individual meetings with the other Directors to provide feedback on their role and performance as a director, based on assessments provided by the Committee Chair;

(b) to review the re-appointment of directors as they fall due for re-election, under the terms of their appointment, the results of the annual evaluation and the AIC Code of Corporate Governance, and to make recommendations to the Board as appropriate for the election or re-election of individual directors;

(c) to have a formal, rigorous and transparent procedure 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’ skills and experiences and the method by which candidates should be sought and appointed, which may include the use of external consultants to assist in the process;

(d) to be responsible for reviewing and nominating candidates for the approval of the Board to fill vacancies on the Board and its respective Committees: ultimate appointments are Board decisions; and

(e) to consider and review the composition and balance of the Board from time to time, including consideration of succession planning, and, where appropriate, to make recommendations to the Board  on roles being fulfilled, including on particular Board

7. REPORTING RESPONSIBILITIES

The Committee shall:

7.1 Report to the Board after each meeting on all matters within its duties and responsibilities (including any matters on which the Board has requested the Committee’s opinion).

7.2 Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

7.3 Drafting and reviewing the content of the committee report to be included in the Company’s annual reports and financial statements in accordance with the AIC code.

(a) The Committee report included in the annual report should describe the work of the Committee. If an external third party has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the Company or individual directors.

7.4 Make available to Shareholders these terms of reference by placing them on the Company’s website.

8. GENERAL MATTERS

The Committee shall:

8.1 Have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for advice and assistance as required.

8.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

8.3 Arrange for periodic reviews of its own performance and, at least annually review its terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

9. AUTHORITY

The Board authorises the Committee to:

9.1 Investigate any activity within its terms of reference.

9.2 Seek any information it requires from any relevant agent to the Company in order to perform its duties.

9.3 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 (excluding VAT and disbursements) without prior reference to the Board.

Adopted at the Board meeting of the Company on 25 July 2022.

Members of the Committee are:

Jamie Skinner – Chair

Robin Archibald

William Hill

Imogen Moss

Karyn Lamont

EDISTON PROPERTY INVESTMENT COMPANY PLC
TERMS OF REFERENCE
AUDIT & RISK COMMITTEE

1. MEMBERSHIP

1.1 The audit and risk committee (Committee) shall comprise at least three members, all of whom shall be independent non-executive directors. At least one member shall have recent and relevant financial experience. The chair of the Board should not chair the Committee but can be a member if they were independent on appointment.

1.2 The Board shall appoint the members of the Committee and the Committee Chair. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. SECRETARY

The Company Secretary shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. QUORUM

The quorum necessary for the transaction of business shall be two members.

4. MEETINGS

4.1 The Committee shall meet at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.

4.2 Outside of the formal meeting programme, the Committee Chair will maintain a dialogue with key individuals involved in the Company’s governance, including the Chairman of the Board, the Manager, the Investment Manager and the external audit partner.

4.3 Meetings of the Committee shall be called by the Secretary of the Committee or the Administrator at the request of the Committee Chair or any of its members.

4.4 Meetings of the Committee may be conducted when the members are physically present together or in the form of either video or audio conference, provided that all participants can hear and speak.

4.5 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

4.6 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

4.7 An electronic boardroom for the papers pertaining to the Committee will be maintained and kept up to date.

5. ENGAGEMENT WITH SHAREHOLDERS

The Committee Chair should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with Shareholders on significant matters related to the Committee’s areas of responsibility.

6. DUTIES

The Committee shall have oversight of the Company and its subsidiaries (Group) as a whole and (unless required otherwise by regulation) carry out the following duties, as appropriate:

6.1. Financial Reporting

The Committee shall:

(a) monitor the integrity of the financial statements of the Group, including:

(i) the annual and half-yearly reports;
(ii) quarterly interim management statements; and
(iii) any other formal statements relating to its financial performance;

(b) review and report to the Board on significant financial reporting issues and judgements which the financial statements, interim reports, (including, but not limited to, quarterly statements, websites, factsheets, the Key Information Document and circulars to Shareholders, not all of which are the direct responsibility of the Company and the Board), and related formal statements contain, having regard to matters communicated to it by the external auditor;

(c) review, and challenge where necessary:

(i) the application and appropriateness of significant accounting policies, and any changes to them both on a year on year basis, across the Company and the Group;
(ii) whether the Company has made appropriate estimates and judgements, (such as recognition of income and valuation of the property portfolio) taking into account the external auditor’s views and in the case of valuation, the external valuer’s views;
(iii) the clarity and completeness of disclosures in the financial statements and whether the disclosures made are set properly in context, and any changes to those disclosures, including the review by the external auditor;
(iv) the methods used to account for significant or unusual transactions (including any off-balance sheet arrangements) where different reporting approaches are possible;
(v) significant adjustments, if any, resulting from the external audit;
(vi) the assumptions or qualifications in support of the going concern statement (including any material uncertainties as to the Company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements) and the longer-term viability statement (including an assessment of the prospects of the Company looking forward over an appropriate medium-term period);
(vii) the operating and reporting for the Company’s subsidiaries EPIC No.1 Limited and EPIC No2 Limited, and in particular the reserves available to provide for dividend distributions to the parent company; and
(viii) the tax compliance and reporting of the Company, including ensuring that work has been properly conducted on maintaining REIT status and in filing HMRC returns and tax computations, as well as reflecting them in the Company’s financial reporting for all the companies in the Group.

(d) monitor compliance with financial reporting standards, any recognised investment exchange requirements, and other financial and governance reporting requirements, including the AIC Code of Corporate Governance (AIC Code);

(e) consider the adoption of the going concern basis, including:

(i) assessment of all available information about the future, the possible outcomes of events and changes in conditions and the realistically possible responses to such events and conditions; and
(ii) review of the going concern statement in the annual report to ensure any significant issues are described in a concise and understandable form.

(f) review of the viability statement in the annual report;

(g) review all material information presented with the financial statements, such as the strategic report and the corporate governance statements, particularly as it relates to audit and risk management but also in connection with describing the Group’s operations in a clear and concise way;

(h) review the external portfolio valuations and meet with the valuers at least once each year, with the Board meeting the valuer more regularly through the investment committee, and shall review and specifically approve the year-end net asset valuation;

(i) Review the periodic returns for the debt provider(s) as prepared by the Manager; and

(j) consider the resolutions to be proposed at the Annual General Meeting of the Company and the narrative that explains these resolutions, which will under most normal circumstances carry a Board recommendation to vote in favour of the resolutions to be proposed.

The Committee should be kept informed by the audit firm of any issues that arise in their audit process and how these should be resolve, in advance of publication of the year end accounts.

Where the Committee is not satisfied with any aspect of the proposed financial reporting by the Company, it will report its views to the Board.

6.2. Narrative Reporting

The Committee shall review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s performance, business model and strategy and whether it informs the Board’s statement in the annual report on these matters that is required under Provisions 5.1 C and 5.2.1 of the AIC Code.

The Committee shall ensure that the annual report includes:
(a) the full text of the Company’s published investment policy;
(b) a detailed and meaningful analysis of the Company’s investment portfolio; and
(c) a summary of the valuation of its portfolio made in accordance with the Listing Rules published by the Financial Conduct Authority.

The Committee, with the help of the advisers to the Company, will ensure that the annual and interim accounts comply with and meet current regulations for reporting and governance standards, or explain why such regulations or standards have not been complied with.

6.3. Risk Management Systems and Internal Controls
The Committee shall:

(a) Risk management

(i) on behalf of the Board (which retains overall responsibility for risk management), review and monitor the Company’s internal financial controls systems that identify, assess, manage and monitor financial risks, and other internal control and risk management systems and, at least annually, carry out a review of their effectiveness, and review and approve the statements to be included in the annual report concerning internal control, risk management, AIFM compliance and the viability statement;
(ii) On behalf of the Board, ensure that a robust assessment of the emerging and principal risks facing the Company has been undertaken (including those risks that would threaten the Company’s business model, future performance, solvency or liquidity and reputation); that procedures are in place to identify emerging risks; and provide advice on the management and mitigation of those risks;
(iii) oversee and advise the Board on the Company’s current risk exposure and future risk mitigation strategy; and
(iv) the resilience of the Company’s system of internal controls and risk management, when exposed to external events, such as evident in the recent COVID-19 crisis.

(b) Internal controls
review the Company’s internal financial controls and internal control systems and, at least annually, carry out a review of its effectiveness and approve the statement to be included in the annual report concerning internal control.   This review includes authentication and reporting on the internal controls and operating environment of the Company’s key service providers;

(c) On-going viability
provide advice on how, taking into account the Company’s position and principal risks, the Company’s prospects have been assessed, over what period and why the period is regarded as appropriate. The Committee shall also advise on whether there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the said period, drawing attention to any qualifications or assumptions as necessary;

(d) Management and internal and external audit reports

(i) review the assurance reports from the Investment Manager and Administrator on the effectiveness of the internal control and risk management systems and from the external auditor and others on the operational effectiveness of matters related to risk and control. The Committee should satisfy itself that these sources of assurance and information are sufficient and objective and are enough to enable the Board to satisfy itself that they are operating effectively.  Part of this exercise will include a consideration of other service suppliers and the robustness of their operating procedures as affects the Company, including any breaches reported to the Board. The Committee would expect to receive at least annual assurance from all of the major service suppliers that there have been no material issues arising in their operations which might impact on the Company and would expect immediate notification of any matters that directly impacted the Company and how these were to be rectified;
(ii) review the timeliness of, and reports on, the effectiveness of corrective action taken by the Investment Manager and Administrator in response to any material external audit recommendation; and
(iii) challenge the resilience of the risk management and internal controls in all operating conditions, taking account of issues such as key management resource and physical constraints on operations such as evident during the COVID-19 crisis.

(e) Disclosures

(i) consider any necessary disclosure implications of the process that has been applied by the Board to deal with material internal control aspects of any significant problems disclosed in the annual report and accounts; and
(ii) consider the major findings of any relevant internal investigations into risk and control weaknesses, fraud, or misconduct and the Investment Manager’s and/or administrator’s response and actions taken to address any such issues, and also consider whether any such failings or weaknesses are significant and therefore require disclosure or further action to be taken.

6.4. Internal Audit

Where the Company has no internal audit function (which would be unusual for an investment company), the Committee shall consider at least annually the need for an internal audit function, make any recommendation to the Board and explain the reasons for the absence of such a function, how internal assurance is achieved and how this affects the external audit work to the Board for disclosure in the annual report. The Committee shall assess whether the processes applied by the Investment Manager and Administrator to ensure that the internal controls systems are functioning as intended and provide sufficient and objective assurance, including the operation as Company’s AIFM.

6.5. External Audit

The Committee shall, taking into account any applicable law and legislation, other professional requirements and the Financial Reporting Standard’s Revised Ethical Standard 2019 (Ethical Standard):

(a) Appointment, reappointment and resignation

(i) consider and make recommendations to the Board, to be put to Shareholders for approval at the Company’s AGM, on the appointment, reappointment or removal of the Company’s external auditor and to empower the Board to fix the remuneration of the audit firm;
(ii) 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, conduct such tender process and develop and oversee the selection process in accordance with applicable regulatory requirements and the AIC Code, ensuring that all tendering firms have such access as is necessary to information and individuals during the tendering process;
(iii) if an external auditor resigns, investigate the issues leading to this and decide what actions are required; and
(iv) evaluate the risks to the quality and effectiveness of the financial reporting process in light of the external auditor’s communications with the Committee, and consider the need to include the risk of the withdrawal of the external auditor from the market in that evaluation.

(b) Terms of engagement

Oversee the relationship with the external auditor and negotiate and agree their terms of engagement, including any engagement letter issued at the start of each audit, the scope of the audit and agree and approve their remuneration (including fees for both the audit and non-audit services) to ensure that the level of fees is appropriate to enable an effective and high-quality audit to be undertaken.

(c) Independence and expertise

(i) review and assess on an annual basis:

(A) the external auditor’s independence and objectivity taking into account the relevant  law, the Ethical Standard and other professional and regulatory requirements and the relationship with the auditor as a whole, including any threats to the auditor’s independence and the safeguards to mitigate those threats including the provision of any non-audit services; and
(B) the qualifications, expertise and resources of the external auditor and, taking into account relevant professional and regulatory requirements, the effectiveness of the external audit process, which shall include a report from the external auditor on their own internal quality procedures.

(ii) seek reassurance from the external auditor and their staff and satisfy itself that they have no relationships with the Company or the Investment Manager (other than in the ordinary course of business) which could adversely affect the auditor’s independence and objectivity;
(iii) annually, seek information from the external audit firm about, and monitor, the external audit firm’s policies and processes for maintaining independence and its compliance with the relevant law, regulation and other professional requirements and the Ethical Standard, including guidance on the rotation of the audit partner and staff; and
(iv) agree with the Board the Company’s policy on employment by the Investment Manager of former employees of the Company’s external auditor, taking into account the Ethical Standard and legal requirements and monitor the application of this policy.

(d) Fees of external auditor

Monitor the level of fees paid by the Company to the external auditor compared to the overall fee income of the firm, office and partner and assess these in the context of the legal, professional and regulatory requirements, guidance and the Ethical Standard.

(e) Non-audit services

(i) develop and recommend to the Board, and implement, the Company’s formal policy on the external auditor’s provision of non-audit services, including the Committee’s approval of non-audit services and the types of non-audit service to be pre-approved, and assessment of whether non-audit services have a direct or material effect on the audited financial statements. The policy should include assessment of:

(A) threats to the external auditor’s independence and objectivity and any safeguards in place to eliminate or reduce threats;
(B) the nature of the non-audit services;
(C) in light of the external audit firm’s skills and experience, whether it is the most suitable supplier of the non-audit service;
(D) the fees for the non-audit services, both for individual services and in aggregate, relative to the audit fee, including special terms and conditions; and
(E) the criteria governing compensation of the individuals performing the audit.

(ii) ensure that the provision of non-audit services does not impair the external auditor’s independence or objectivity, satisfying itself that there are no relationships between the auditor and the Company outside the ordinary course of business (including the level of non-audit fees) that could adversely affect the auditor’s independence and objectivity, or the audit process; and
(iii) keep the policy for the provision of non-audit services under review.

(f) Audit cycle

(i) review and approve the annual audit plan at the start of the audit cycle and ensure it is consistent with the scope of the audit engagement, having regard to the seniority, expertise and experience of the audit team;
(ii) meet regularly with the external auditor (including once at the planning stage before the audit and once after the audit at the reporting stage) and at least once a year, without the Investment Manager or Administrator being present, to review and discuss the auditor’s remit and the findings of the audit including (but not limited to) any major resolved or unresolved issues that arose during the audit, the auditor’s explanation of how risks to audit quality were addressed, key accounting and audit judgements, the auditor’s view of their interactions with the Investment Manager and Administrator and levels of errors identified during the audit;
(iii) consider communications from the external auditor on audit planning and findings on material weaknesses in accounting and internal control systems that come to the auditor’s attention, including a review of material items of correspondence between the Company and the external auditor;
(iv) review any representation letter(s) requested by the external auditor before they are signed and consider whether, based on its knowledge, the information being provided is complete and appropriate;
(v) review any representation letter(s) from the agents to the Company to support statements made by the Board in any representation letter(s) requested by the external auditor;
(vi) review the management letter, if any, and management’s response to the auditor’s findings and recommendations; and
(vii) at the end of the audit cycle, assess the effectiveness of the audit process including:

(A) reviewing whether the auditor has met the agreed audit plan and whether the external auditor identified any risks to audit quality and, if so, how these were addressed;
(B) understanding reasons for changes to the audit plan;
(C) considering the external auditor’s robustness and perceptiveness in handling key accounting and audit judgements and responding to the Committee’s questions;
(D) obtaining feedback from key people on the conduct of the audit; and
(E) reviewing and monitoring the content of the external auditor’s management letter and reporting to the Board on the effectiveness of the audit process.

(g) Taxation services

The Committee shall review and consider the external provision of taxation services for the Company, including oversight of maintenance of its REIT status and ensure the timely submission of tax computations and any other required tax filings from the Company.

7. WHISTLEBLOWING

The Committee shall, from time to time, review the arrangements by which staff of the Manager and other service providers as the Committee sees fit may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters that might impact on the financial circumstances of the Company, and satisfy itself that arrangements are in place for the proportionate and independent investigation of such matters and for appropriate follow-up action.  This includes a review of procedures for detecting fraud in the Company’s major agents and controls over the prevention of bribery or tax avoidance.

8. REPORTING RESPONSIBILITIES

The Committee shall:

8.1 Report to the Board after each meeting on all matters within its duties and responsibilities (including any matters on which the Board has requested the Committee’s opinion).

8.2 Prepare a formal report on its activities and how the Committee has discharged its responsibilities to be included in the Company’s annual report, which shall describe the work of the Committee.

8.3 Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

8.4 Make available to Shareholders these terms of reference by placing them on the Company’s website.

9. GENERAL MATTERS

The Committee shall:

9.1 Consider other duties determined by the Board from time to time.

9.2 Have access to sufficient resources to carry out its duties, including access to the Company Secretary for assistance and advice, as required.

9.3 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members.

9.4 Give due consideration to all applicable laws and regulations, in particular the directors duties contained in the Companies Act 2006, the provisions of the AIC Code and the requirements of the Listing Rules, Prospectus Rules and Disclosure Guidance and Transparency Rules published by the Financial Conduct Authority and any other applicable rules, as appropriate.

9.5 Work and liaise as necessary with all other Board committees, taking particular account of any delegation of the impact of investment approval and valuation, risk management and internal controls to different committees, and ensure that interaction between committees and between the Committee and the Board is reviewed regularly.

9.6 Arrange for periodic reviews of its own performance and, at least annually review its terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

10. AUTHORITY

The Board authorises the Committee to:

10.1 Investigate any activity within its terms of reference.

10.2 Seek any information it requires from any relevant agent to the Company in order to perform its duties.

10.3 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 (excluding VAT and disbursements) without prior reference to the Board.

Adopted at the Board meeting of the Company on 28 September 2022

Members of the Committee:
Karyn Lamont – Chair
Robin Archibald
William Hill
Imogen Moss
Jamie Skinner

EDISTON PROPERTY INVESTMENT COMPANY PLC
TERMS OF REFERENCE
MANAGEMENT ENGAGEMENT COMMITTEE

1. MEMBERSHIP

1.1. The management engagement committee (Committee) shall comprise at least three directors.

1.2. The Board shall appoint the members of the Committee and the Committee Chair. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. SECRETARY

The Company Secretary shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. QUORUM

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

4. MEETINGS

4.1. The Committee shall meet at least once a year and otherwise as required.

4.2. Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members.

4.3. Meetings of the Committee may be conducted when the members are physically present together or in the form of either video or audio conference, provided that all participants can hear and speak.

4.4. The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

4.5. Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

4.6 An electronic board room for the papers pertaining to the Committee will be maintained and kept up to date.

5. ENGAGEMENT WITH SHAREHOLDERS

The Committee Chair should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with Shareholders on significant matters related to the Committee’s areas of responsibility.

6. DUTIES

6.1 The duties of the Committee for the Company and its subsidiaries (Group) are, inter alia:

(a) to review the terms of engagement of, and performance by, the service providers and  advisers appointed by the Board to provide services to the Group (other than  the auditor and the provider of tax services which are under the remit of the Audit and Risk Committee);

(b) to determine whether there should be amendments to the required service level and whether the fee level is appropriate, having regard to what would reasonably be expected for similar services and the fees charged to peer group companies;

(c) to request the Investment Manager and the Company Secretary and Administrator to provide, at least annually, assessments detailing their experience of working with the other key service providers (including each other) and to review these assessments, as well as the Committee drawing on its own experiences;

(d) to decide whether it is in the best interest of Shareholders for those appointments to continue and if not, the process and timetable for engaging an appropriate replacement ;

(e) to ensure compliance with the AIC Code of Corporate Governance and Listing Rules; and

(f) to consider the continuing resilience of the Company in its operations, as well as the  financial standing and resilience of the key service providers, most notably the Investment Manager, the AIFM and the Company Secretary and Administrator.

6.2 The review of the performance of the Investment Manager and AIFM will focus, inter alia, on the following areas:

(a) monitor and evaluate the Investment Manager’s investment performance looking at key performance metrics, including the Company’s NAV total return, dividend cover, rent collection statistics and asset management initiatives undertaken and, where reasonably possible, comparing this performance to the investment services provided to the Company’s peer group over a similar period;

(b) review the share price performance and rating of the Company and how that has been impacted relative to investment performance and marketing initiatives ;

(c) consider the merit of obtaining an independent appraisal of the services provided by the Investment Manager and AIFM;

(d) investigate any breaches of agreed investment limits and any deviation from the agreed investment policy and strategy;

(e) evaluate the level and effectiveness of the marketing support provided to the Group and how the Investment Manager works with external marketing providers;

(f) review and evaluate the assistance provided in supporting the other service providers and advisers to the Group, including on administration and accounting;

(g) review the resources dedicated to the Group and the management of key person risk; and

(h) review the effectiveness of their risk management and internal control systems, conflicts of interest policy and meeting of AIFM requirements.

6.3 In the event that the terms of engagement of any service providers or advisers require to be amended or a replacement found, the Committee will take the lead on negotiating and implementing the changes, under delegated authority of the Board.

7. REPORTING RESPONSIBILITIES

The Committee shall:

7.1 Report to the Board after each meeting on all matters within its duties and responsibilities (including any matters on which the Board has requested the Committee’s opinion).

7.2 Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

7.3 Draft and review the content of the Committee report to be included in the Company’s annual reports and financial statements in accordance with the AIC code. The Committee report included in the annual report should describe the work of the Committee. If an external third party has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the Company or individual directors.

7.4 Make available to Shareholders these terms of reference by placing them on the Company’s website.

8. GENERAL MATTERS

The Committee shall:

8.1 Have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for advice and assistance as required.

8.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

8.3 Arrange for periodic reviews of its own performance and, at least annually review its terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

9. AUTHORITY

The Board authorises the Committee to:

9.1 Investigate any activity within its terms of reference.

9.2 Seek any information it requires from any relevant agent to the Company in order to perform its duties.

9.3 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 (excluding VAT and disbursements) without prior reference to the Board.

Adopted at the Board meeting of the Company on 28 September 2022

Members of the Committee are:
Imogen Moss – Chair
Robin Archibald
William Hill
Jamie Skinner
Karyn Lamont

EDISTON PROPERTY INVESTMENT COMPANY PLC
TERMS OF REFERENCE
MARKETING COMMITTEE

1. MEMBERSHIP

1.1 The marketing committee (Committee) shall comprise at least three directors.

1.2 The Board shall appoint the members of the Committee and the Committee Chair. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting.

2. SECRETARY

The Company Secretary shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to issues.

3. QUORUM

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

4. MEETINGS

4.1 The Committee shall meet at least once a year and otherwise as required.

4.2 Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members.

4.3 Meetings of the Committee may be conducted when the members are physically present together or in the form of either video or audio conference, provided that all participants can hear and speak.

4.4 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

4.5 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

4.6 An electronic boardroom for the papers pertaining to the Committee will be maintained and kept up to date.

5. ENGAGEMENT WITH SHAREHOLDERS

The Committee Chair should attend the annual general meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with Shareholders on significant matters related to the Committee’s areas of responsibility.

6. DUTIES

6.1 The duties of the Committee for the Company and its subsidiaries (Group) are, inter alia:

(a) to consider the marketing strategy for the Group;

(b) to review the annual marketing budget and recommend it as appropriate for approval by the Board;

(c) to monitor marketing expenditure during the year and, if necessary, to revise the extent of marketing expenditure to reflect changing circumstances;

(d) to review, from a marketing perspective, the design and contents of the Group’s website;

(e) to review, from a marketing perspective, the design and contents of any other publications by the Group, such as the interim and annual reports and quarterly factsheets;

(f) to review the Company’s communications with its Shareholders, investment platforms, the stock market and public media;

(g) to maintain, through the Manager (and via the Chairman of the Board or other directors where appropriate), regular contact with investors, existing and prospective, to communicate news, announcements and other relevant information about the Company, and obtain feedback from them to be shared with the Board;

(h) to evaluate the level and effectiveness of any marketing support provided by the Investment Manager for the Group, whether under the terms of the Investment Management Agreement or simply as part of a non-contractual obligation or understanding;

(i) to evaluate the level and effectiveness of any marketing support provided to the Group by, inter alia, the Group’s brokers, marketing consultants, designers and public relations agency;

(j) to compare and contrast, to the extent possible, the Group’s level and relative effectiveness of marketing effort and materials with other REITs, comparable property companies and investment companies;

(k) to consider whether any additional third parties should be engaged by the Group to further support the Group’s marketing activities; and

(l) from time to time ensure that those agents engaged in the marketing and promotion of the Company meet and discuss the co-ordinated efforts of promoting the Company’s interests, including if any specific actions are required.

6.2 The Committee should 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.

7. INVESTOR RELATIONS

The Committee shall review the report from the Investment Manager in relation to the Company’s communication with its investors during the period. If directed by the Board, the Committee will review changes in the ownership of the Company using analysis of the share register and to consider any actions that might require to be taken in light of these changes.

In practice Board members receive notification of major changes as they happen and consider shareholder reports at each Board meeting. Anything significant such as a stake build that might lead to a corporate event is retained as a Board issue.

8. REPORTING RESPONSIBILITIES

The Committee shall:

8.1 Report to the Board after each meeting on all matters within its duties and responsibilities (including any matters on which the Board has requested the Committee’s opinion).

8.2 Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

8.3 Draft and review the content of the Committee report to be included in the Company’s annual reports and financial statements in accordance with the AIC code.

8.4 The Committee report included in the annual report should describe the work of the Committee. If an external third party has been engaged, it should be identified in the annual report alongside a statement about any other connection it has with the Company or individual directors.

8.5 Make available to Shareholders these terms of reference by placing them on the Company’s website.

9. GENERAL MATTERS

The Committee shall:

9.1 Have access to sufficient resources in order to carry out its duties, including access to the Company Secretary for advice and assistance as required.

9.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

9.3 Arrange for periodic reviews of its own performance and, at least annually review its terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.

10. AUTHORITY

The Board authorises the Committee to:

10.1 Investigate any activity within its terms of reference.

10.2 Seek any information it requires from any relevant agent to the Company in order to perform its duties.

10.3 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 (excluding VAT and disbursements) without prior reference to the Board.

Adopted at the Board meeting of the Company on 28 September 2022.

Members of the Committee are:

Jamie Skinner – Chair

Robin Archibald

William Hill

Imogen Moss

Karyn Lamont.

EDISTON PROPERTY INVESTMENT COMPANY PLC
TERMS OF REFERENCE
REMUNERATION COMMITTEE

1. MEMBERSHIP

1.1 The Committee shall comprise at least three members, all of whom shall be independent non-executive directors. The Chairman of the Board may also serve on the Committee as an additional member if they were considered independent on appointment as Chairman.

1.2 The Board shall appoint the members of the Committee and the Committee Chair who shall be an independent non-executive director who should have served on a remuneration committee for at least 12 months. In the absence of the Committee Chair at a Committee meeting, the remaining members present shall elect one of themselves to chair the meeting who would qualify under these terms of reference to be appointed to that position by the Board. The Chair of the Board shall not be Chair of the Committee.

2. SECRETARY

The Company Secretary shall act as the Secretary of the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

3. QUORUM

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

4. MEETINGS

4.1 The Committee shall meet at least twice a year and otherwise as required.

4.2 Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members.

4.3 Meetings of the Committee may be conducted when the members are physically present together or in the form of either video or audio conference, provided that all participants can hear and speak.

4.4 The Secretary shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.

4.5 Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board and the Company Secretary unless, exceptionally, it would be inappropriate to do so.

4.6 An electronic boardroom for the papers pertaining to the Committee will be maintained and kept up to date.

5. ENGAGEMENT WITH SHAREHOLDERS

The Committee Chair should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Committee Chair should seek engagement with Shareholders on significant matters related to the Committee’s areas of responsibility.

6. DUTIES

The Committee shall carry out the following duties for the Company and its subsidiaries (Group) and advise the Board appropriately:

6.1 Remuneration policy and remuneration terms

In determining remuneration policy and individual directorial remuneration, the Committee shall:

(a) determine and agree with the Board the framework and policy for the remuneration of the Company’s non-executive directors, including for chairing the Board and other committees of the Board, pursuant to the Company’s articles of association;

(b) take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the AIC Code of Corporate Governance (AIC Code) and associated guidance;

(c) review and have regard to the remuneration trends across the closed-ended investment company and property investment company sectors (where relevant and with regard to market peers);

(d) review the ongoing appropriateness and relevance of the remuneration policy, which is subject to approval by Shareholders every three years;

(e) ensure that contractual terms on appointment or on termination of role, and any payments made, are fair to the individual and the Company;

(f) agree the policy for authorising and paying expenses incurred in connection with Board activities for the directors;

(g) take into account any changes in role for an individual director and the outcomes of the annual Board evaluations;

(h) take into account any activities outside the normal scope that are engaged in by individual Board members, requiring consideration of additional remuneration and agree the policy for authorising one-off payments deemed fair and reasonable for extra work and duties undertaken by individual members of the Board;

(i) work and liaise as necessary with all other Board committees; and

(j) establish and periodically review and update letters of appointment which reflect the terms of appointment and, remuneration (including recovery of expenses), obligations whilst appointed as a director and terms of retirement from the Board.

6.2 Remuneration consultants

The Committee shall:

(a) to help it to fulfil its obligations and to enable it to judge where to position the Company’s remuneration relative to other companies, have authority to appoint remuneration consultants or other independent advisers to the closed-ended sector and to commission or purchase any reports, surveys or information which it deems necessary, at the expense of the Company but within any budgetary restraints imposed by the Board; and

(b) be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants or other independent advisers who advise the Committee.

6.3 Shareholder approval

(a) The Committee shall produce a report to Shareholders annually on matters relating to remuneration that shall include the information required to be disclosed by the Companies Act 2006 (including any regulations made under that Act), the AIC Code, the Listing Rules (as published by the Financial Conduct Authority) (Listing Rules) and any other relevant statutory, regulatory or governance codes and incorporate:

• • an annual statement by the Committee’s Chair and an annual report on directors’ remuneration (together, annual remuneration report); and
  • the directors’ remuneration policy (directors’ remuneration policy) or, if it is not being submitted for approval as required by 3.3(b), a summary of such policy or details of when the directors’ remuneration policy was approved and where it can be found on the Company’s website;

(b) submit the directors’ remuneration policy for approval on a binding basis by shareholders:

• • every three years;
  • in any year in which there is a significant change to the policy;
  • if shareholder approval was not obtained when last submitted; and
  • If majority shareholder approval was not achieved on the last submitted annual remuneration report.

(c) submit the annual remuneration report for approval on an advisory basis by the Board and shareholders at the annual general meeting each year, including justifications for any changes or proposed changes in directorial remuneration.

(d) Subject to delegation of authority by the Board, engage in appropriate discussions as necessary with shareholders if, 20 per cent. or more of votes have been cast by shareholders against a resolution to approve the annual remuneration report or directors’ remuneration policy at any annual general meeting or general meeting, as the case may be, and agree with the Board any appropriate disclosure, including in the annual report.

7. REPORTING RESPONSIBILITIES

The Committee shall:

7.1 Report to the Board after each meeting on all matters within its duties and responsibilities.

7.2 Make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

7.3 Drafting and reviewing the content of the committee report to be included in the Company’s annual reports and financial statements in accordance with the AIC code.

(a) The formal Committee report shall include the matters referred to in paragraph 6.2 and ensure that it is submitted for approval as appropriate in accordance with paragraph 6.2 above.

(b) If the Committee has appointed remuneration consultants, identify in the annual report, the name of the consultants and state whether they have any connection with the Company.

7.4 Ensure, through the Chairman of the Board or the Chair of this Committee if required, that the Company maintains contact as required with its principal shareholders about remuneration.

7.5 Make available these terms of reference by placing them on the Company’s website.

8. GENERAL MATTERS

The Committee shall:

8.1 Have access to sufficient resources to carry out its duties, including access to the Company Secretary for assistance as required.

8.2 Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an on-going basis for all members.

8.3 Give due consideration to laws, regulations and any published guidelines or recommendations regarding the remuneration of directors of listed companies including but not limited to the Companies Act 2006, the principles and provisions of the Code, the AIC Code, the requirements of the Listing Rules, the Financial Conduct Authority’s Prospectus Rules and Disclosure Guidance and Transparency Rules as well as guidelines published by the Investment Association, the Pensions and Lifetime Savings Association, the GC100 and Investor Group and any other applicable rules, as appropriate.

8.4 Arrange for periodic reviews of its own performance, through the Board, 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 for approval.

9. AUTHORITY

The Board authorises the Committee to:

9.1 Investigate any activity within its terms of reference.

9.2 Seek any information it requires from any relevant agent to the Company in order to perform its duties.

9.3 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 (excluding VAT and disbursements) without prior reference to the Board.

Adopted at the Board meeting of the Company on 25 July 2022.

Members of the Committee are:

Jamie Skinner – Chair

Robin Archibald

William Hill

Imogen Moss

Karyn Lamont