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Share Price Information
Financial Calendar
Annual results announced | December 2020 |
Annual general meeting | 26 February 2020, London |
NAV announcements | January/April/July/October 2020 |
Annual report posted to shareholders | December 2020 |
Dividend payment dates | Monthly |
Half year results | May 2020 |
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 (July 2018) issued by the Financial Reporting Council. We are also a member of the Association of Investment Companies (AIC) and comply with the recommendations of the AIC Code of Corporate Governance (February 2019) and the relevant parts of the Code.
The Company complies with the provisions of the UK Corporate Governance Code other than those that, being an externally managed investment company, the Board does not consider relevant to the position of the Company, being those relating to:
– the role of the chief executive
– executive directors’ remuneration
– the need for an internal audit function
The Board has six Committees: Investment, Nomination, Audit & Risk, Property Valuation, Management Engagement Committee and Marketing Committee. The terms of reference for these Committees are set out on below.
Investment Committee
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
Imogen Moss
Jamie Skinner
Nomination Committee
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, including consideration of succession planning, 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 UK Corporate Governance Code and/or the AIC Code, 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:
Jamie Skinner (Chairman), William Hill, Imogen Moss and Robin Archibald.
Audit & Risk Committee
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 (including, but not limited to, quarterly statements, websites, factsheets, the Key Information Document and circulars to shareholders), 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, such as recognition of income and valuation of the property portfolio;
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; and
vii) accuracy of information presented and how it is verified before publication.
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. For the avoidance of doubt this includes information that is outside statutory or regulatory remit but which would be regarded as useful, not misleading and informative for existing and prospective investors in the Company.
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 and Common Reporting Standards.
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 and to ensure that tax compliance matters are being met, including timely submission of tax returns, including REIT financial statements, and other filings including on duties, VAT tax withheld on Property Income Distributions or other taxes paid and payable by the Company.
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:
Robin Archibald (Chairman), William Hill, Imogen Moss and Jamie Skinner.
Property Valuation Committee
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, Imogen Moss and Jamie Skinner.
Management Engagement Committee
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:
Imogen Moss(Chair), Robin Archibald, William Hill and Jamie Skinner.
Marketing Committee
Marketing Committee
Terms of Reference
Constitution
The Board has resolved to establish a Committee of the Board to be known as the Marketing Committee.
Membership
The Marketing 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 Marketing Committee shall be appointed by the Board and shall be different from the Chairman of the Company.
Meetings
The Marketing Committee shall meet at least twice a year and otherwise as and when required to fulfil its duties. The Company Secretary shall be appointed as Secretary of the Committee.
Authority
The Marketing Committee is authorised by the Board to investigate any activity within its terms of reference.
The Marketing 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.
The Marketing 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.
Duties
The duties of the Marketing Committee for the parent Company, significant subsidiaries and the Group as a whole, as appropriate, are, inter alia:
- to consider the marketing strategy for the Group;
- to review the annual marketing budget;
- to review, from a marketing perspective, the design and contents of the Group’s website;
- to review, from a marketing perspective, the design and contents of any other publications by the Group, such as quarterly factsheets;
- to review the Company’s communications with its shareholders, investment platforms, the stockmarket and public media;
- 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;
- 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;
- 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; and
- to consider whether any additional third parties should be engaged by the Group to further support the Group’s marketing activities.
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.
Reporting Procedures
The Company Secretary shall circulate the minutes of meetings of the Marketing Committee to all members of the Board at the next Board Meeting following a Marketing Committee Meeting.
Annual General Meeting
The Chairman of the Marketing Committee shall attend the AGM and answer questions, through the Chairman of the Board, on the Marketing Committee’s activities and responsibilities.
Membership
Jamie Skinner (Chairman)
Robin Archibald
Imogen Moss
William Hill
Remuneration Committee
Ediston Property Investment Company plc
Remuneration Committee
Terms of Reference
Constitution
- The remuneration committee (Committee) was constituted as a committee of the board of directors (board) of Ediston Property Investment Company Plc (Company) at a full meeting of the board held on 20 July 2020 in accordance with the articles of association of the Company.
- The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.
- The Committee may sub-delegate any or all of its powers and authority as it thinks fit, including, without limitation, the establishment of sub-committees which are to report back to the Committee.
Role
- The role of the Committee is to assist the board to fulfil its responsibility to shareholders to ensure that remuneration policy and practices of the Company reward directors fairly and responsibly, with a clear link to corporate and individual performance, having regard to statutory and regulatory requirements.
Duties and Terms of Reference
The Committee shall carry out the following duties for the Company and its subsidiaries (Group) and advise the board appropriately:
Remuneration Policy
The Committee shall:
- Determine and agree with the Board the framework and policy for the remuneration of the Company’s chair and non-executive directors pursuant to the Company’s articles of association;
- In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code (July 2018) (Code) and the AIC Code of Corporate Governance (February 2019) (AIC Code) and associated guidance;
- When setting the remuneration policy for directors, review and have regard to the remuneration trends across the Investment Trust sector (where relevant);
- Review the ongoing appropriateness and relevance of the remuneration policy;
- Obtain reliable, up to date information about external remuneration trends and market conditions, including remuneration in other relevant companies;
- Set the remuneration of non-executive directors. No individual director shall be involved in any decisions as to their own remuneration;
- Ensure that contractual terms on termination, and any payments made, are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
- Agree the policy for authorising claims for expenses for the directors;
- 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; and.
- Consider such other matters as are referred to the Committee by the board.
Remuneration Consultants
The Committee shall:
- help it to fulfil its obligations and to enable it to judge where to position the Company’s remuneration relative to other companies, have full 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
- 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.
Shareholder Approval
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 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 chairperson 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;
- 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.
- submit the annual remuneration report for approval on an advisory basis by the board and shareholders at the annual general meeting each year.
- 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.
Other Matters
- Keep abreast of external remuneration trends and market conditions including receiving an annual presentation from either the investment manager or its external remuneration consultants;
- Consider such other matters as are referred to the Committee by the board;
- Ensure that the letters of appointment, which are updated from time to time, reflect the remuneration and recovering of expenses policy of the Company; and
- work and liaise as necessary with all other board committees.
Membership
- The Committee shall comprise a minimum of two members. Each Committee member shall be an independent non-executive director as determined by the board (in accordance with the principles of the Code).
- The board shall appoint the chairperson of the Committee. In the absence of the Committee chairperson and/or an appointed deputy, the remaining members present at a meeting shall elect one of their number present to chair the meeting.
- The board shall appoint the members of the Committee, in consultation with the Committee chairperson.
- The chairperson of the board may be a member of, but not chair, the Committee if he or she was considered to be independent on appointment as chairperson.
- Appointments to the Committee shall be for a period of up to three years, extendable by no more than two additional three year periods, so long as all members continue to be independent.
- The Committee chairperson shall review membership of the Committee annually, as part of the annual performance evaluation of the Committee.
- The company secretary, or his or her nominee, shall act as the secretary of the Committee and provide all necessary support to the Committee, including the recording of Committee minutes and ensuring that the Committee receives information and papers in a timely manner to enable full and proper consideration of the relevant issues. This may include annual analysis of remuneration comparators in the absence of an external adviser being engaged.
Attendance at Meetings
- The Committee shall meet at least once a year and otherwise as required.
- Only members of the Committee have the right to attend Committee meetings. However, others may be invited to attend meetings of the Committee on a regular basis and other non-members (including representatives of the investment manager (the “Investment Manager”, currently Ediston Investment Services Limited) may be invited to attend for all or part of any meeting, as and when appropriate and necessary.
- No individual director shall be involved in decisions as to their own remuneration.
- The secretary of the Committee shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
- 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.
Notice of Meetings
- Meetings of the Committee shall be called by the secretary of the Committee at the request of the Committee chairperson or any member of the Committee.
- Unless otherwise agreed by all members agreeing in writing, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, and any other person required to attend, no later than five working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate, at the same time, but Committee papers may be forwarded at shorter notice with the approval of the Committee chairperson.
Quorum
- The quorum necessary for the transaction of business at a Committee meeting shall be two members, present in person or by audio or video conference. If there is difficulty in achieving a quorum, independent non-executive directors, who are not members of the Committee, may be co-opted as members for individual meetings.
- A duly convened Committee meeting at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
Voting Arrangements
- Subject to paragraph 2 and paragraph 8.3, each Committee member shall have one vote which may be cast on matters considered at the meeting. Votes can only be cast by members attending a Committee meeting (whether in person or by audio or video conference).
- If a matter that is considered by the Committee is one where a Committee member, either directly or indirectly has a personal interest, that member shall not be permitted to vote at the meeting.
- Except where he or she has a personal interest, the Committee chairperson shall have a casting vote.
- The Committee chairperson may ask any attendees of a Committee meeting to leave the meeting to allow discussion of matters relating to them.
Minutes of Meetings
- The company secretary (or his or her nominee) shall minute the proceedings and resolutions of all Committee meetings, including the names of those present and in attendance.
- Draft minutes of Committee meetings shall be circulated promptly to all Committee members. Once approved, minutes shall be circulated to all other board members, unless in the opinion of the Committee chairperson it would be inappropriate to do so.
- A resolution in writing and signed by all Committee members will be as effective as a resolution passed at a Committee meeting. Any written resolution shall be tabled and noted at the next meeting of the Committee.
Annual General Meeting
The Committee chairperson shall attend the annual general meeting to answer shareholder questions on the Committee’s activities and if necessary on the remuneration report included in the Annual Report and Accounts.
Reporting Responsibilities
The Committee shall:
- Report to the board on its proceedings after each meeting on all matters within its duties and responsibilities and the minutes of all meetings shall be included in the board papers for a subsequent board meeting.
- Make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed.
- Prepare a formal report for shareholders to be incorporated in the Company’s annual report that shall include the matters referred to in paragraph 3.3 and ensure that it is submitted for approval as appropriate in accordance with paragraph 3.3 above.
- 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.
- Ensure, through the chairperson of the board or the chairperson of this Committee if required, that the Company maintains contact as required with its principal shareholders about remuneration.
- Make available to shareholders these terms of reference by placing them on the Company’s website.
General Matters
The Committee shall:
- Have access to sufficient resources to carry out its duties, including access to the company secretary for assistance as required.
- 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.
- 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.
- Work and liaise as necessary with all other board committees.
- 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.
Authority
The Committee is authorised to:
- Carry out all duties set out in these terms of reference, to have unrestricted access to the Company’s documents and information and to obtain, at the Company’s expense, appropriate independent legal or professional advice on any matter within its terms of reference as it considers necessary.
- Seek any information it requires from any member of the board and/or any director or employee of the Investment Manager or the Investment Adviser in order to perform its duties.
- Secure the attendance of external advisers at its meetings if it considers this necessary, at the Company’s expense.
- Call on the Investment Manager of the Investment Adviser to be questioned at a Committee meeting as and when required.
- Have the right to publish in the Company’s annual report details of any issues that cannot be resolved between the Committee and the board.
Adopted at the board meeting of the Company on 20 July 2020.
Schedule 1
Members of the Committee:
Jamie Skinner (Chair)
Robin Archibald
William Hill
Imogen Moss
Regulatory News
Major shareholders – at 31 December 2020
Rank | Shareholder | % | ||||
1 | Quilter Investors | 13.20* | ||||
2 | Stadium Group | 10.51* | ||||
3 | Liontrust Asset Management | 9.50 | ||||
4 | Seneca Investment Managers | 8.64 | ||||
5 | Investec Wealth & Investment | 7.39 | ||||
6 | AXA Framlington Investment Managers | 5.89 | ||||
7 | Baillie Gifford | 5.59 | ||||
8 | Momentum Global Investment Management | 4.90 | ||||
9 | Mattioli Woods | 4.17 | ||||
10 | Capital International, stockbrokers | 3.56 |
Source: RD:IR
*This is split between different funds. No shareholder has a single holding above 10%.
Dividend History
In relation to the year ended 30 September 2021
Dividend to | Ex div | Record | Pay date | PID | Non-PID | Total |
---|---|---|---|---|---|---|
31/10/2020 | 12/11/2020 | 13/11/2020 | 27/1//2020 | 0.3333 | - | 0.3333 |
30/11/2020 | 10/12/2020 | 11/11/2020 | 31/12/2020 | 0.3333 | - | 0.3333 |
31/12/2020 | 14/01/2021 | 15/01/2021 | 29/01/2021 | 0.3333 | - | 0.3333 |
In relation to the year ended 30 September 2020
Dividend to | Ex div | Record | Paydate | PID | Non-PID | Total |
---|---|---|---|---|---|---|
31/10/2019 | 07/11/2019 | 08/11/2019 | 29/11/2019 | 0.4792 | - | 0.4792 |
30/11/2019 | 12/12/2019 | 13/12/2019 | 31/12/2019 | 0.4792 | - | 0.4792 |
31/12/2019 | 16/01/2020 | 17/01/2020 | 31/01/2020 | 0.4792 | - | 0.4792 |
31/01/2020 | 07/02/2020 | 08/02/2020 | 28/02/2020 | 0.4792 | - | 0.4792 |
28/02/2020 | 07/03/2020 | 08/03/2020 | 29/03/2020 | 0.4792 | - | 0.4792 |
31/03/2020 | 16/04/2020 | 17/04/2020 | 30/04/2020 | 0.4792 | - | 0.4792 |
30/04/2020 | 14/05/2020 | 15/05/2020 | 29/05/2020 | 0.3333 | - | 0.3333 |
31/05/2020 | 11/06/2020 | 12/06/2020 | 30/06/2020 | 0.3333 | - | 0.3333 |
30/06/2020 | 16/07/2020 | 17/07/2020 | 31/07/2020 | 0.3333 | - | 0.3333 |
31/07/2020 | 13/08/2020 | 14/08/2020 | 28/08/2020 | 0.3333 | - | 0.3333 |
31/08/2020 | 10/09/2020 | 11/09/2020 | 30/09/2020 | 0.3333 | - | 0.3333 |
30/09/2020 | 15/10/2020 | 16/10/2020 | 30/10/2020 | 0.3333 | - | 0.3333 |
In relation to the year ended 30 September 2019
Dividend to | Ex div | Record | Pay date | PID | Non-PID | Total |
---|---|---|---|---|---|---|
31/10/2018 | 08/11/ 2018 | 09/11/2018 | 30/11/2018 | 0.4792 | - | 0.4792 |
30/11/2018 | 13/12/2018 | 14/12/2018 | 31/12/2018 | 0.4792 | - | 0.4792 |
31/12/2018 | 17/01/2019 | 18/01/2019 | 31/01/2019 | 0.4792 | - | 0.4792 |
31/01/2019 | 07/02/2019 | 08/02/2019 | 28/02/2019 | 0.4792 | - | 0.4792 |
28/02/2019 | 07/03/2019 | 08/03/2019 | 29/03/2019 | 0.4792 | - | 0.4792 |
31/03/2019 | 11/04/2019 | 12/04/2019 | 30/04/2019 | 0.4792 | - | 0.4792 |
30/04/2019 | 09/05/2019 | 10/05/2019 | 31/05/2019 | 0.4792 | - | 0.4792 |
31/05/2019 | 13/06/2019 | 14/06/2019 | 28/06/2019 | 0.4792 | - | 0.4792 |
30/06/2019 | 18/07/2019 | 19/07/2019 | 31/07/2019 | 0.4792 | - | 0.4792 |
31/07/2019 | 08/08/2019 | 09/08/2019 | 30/08/2019 | 0.4792 | - | 0.4792 |
31/08/2019 | 12/09/2019 | 13/09/2019 | 30/09/2019 | 0.4792 | - | 0.4792 |
30/09/2019 | 17/10/2019 | 18/10/2019 | 31/10/2019 | 0.4792 | - | 0.4792 |
In relation to the year ended 30 September 2018
Dividend to | Ex div | Record | Pay date | PID (pps) | Non-PID (pps) | Total (pps) |
---|---|---|---|---|---|---|
31/10/2017 | 09/11/2017 | 10/11/2017 | 30/11/2017 | 0.4583 | - | 0.4583 |
30/11/2017 | 14/12/2017 | 15/12/2017 | 29/12/2017 | 0.4583 | - | 0.4583 |
31/12/2017 | 18/01/2018 | 19/01/2018 | 31/01/2018 | 0.4583 | - | 0.4583 |
31/01/2018 | 08/02/2018 | 09/02/2018 | 28/02/2018 | 0.4792 | - | 0.4792 |
28/02/2018 | 08/03/2018 | 09/03/2018 | 29/03/2018 | 0.4792 | - | 0.4792 |
31/03/2018 | 19/04/2018 | 20/04/2018 | 30/04/2018 | 0.4792 | - | 0.4792 |
30/04/2018 | 10/05/2018 | 11/05/2018 | 31/05/2018 | 0.4792 | - | 0.4792 |
31/05/2018 | 14/06/2018 | 15/06/2018 | 29/06/2018 | 0.4792 | - | 0.4792 |
30/06/2018 | 19/07/2018 | 20/07/2018 | 31/07/2018 | 0.4792 | - | 0.4792 |
31/07/2018 | 09/08/2018 | 10/08/2018 | 31/08/2018 | 0.4792 | - | 0.4792 |
31/08/2018 | 13/09/2018 | 14/09/2018 | 28/09/2018 | 0.4792 | - | 0.4792 |
30/09/2018 | 18/10/2018 | 19/10/2018 | 31/10/2018 | 0.4792 | - | 0.4792 |
Total | 5.6877 | - | 5.6877 |
In relation to the year ended 30 September 2017
Dividend to | Ex div | Record | Pay date | PID (pps) | Non-PID (pps) | Total (pps) |
---|---|---|---|---|---|---|
31/10/2016 | 10/11/2016 | 11/11/2016 | 30/11/2016 | 0.4583 | - | 0.4583 |
30/11/2016 | 08/12/2016 | 09/12/2016 | 30/12/2016 | 0.4583 | - | 0.4583 |
31/12/2016 | 19/01/2017 | 20/01/2017 | 31/01/2017 | 0.4583 | - | 0.4583 |
31/01/2017 | 09/02/2017 | 10/02/2017 | 28/02/2017 | 0.4583 | - | 0.4583 |
28/02/2017 | 09/03/2017 | 10/03/2017 | 31/03/2017 | 0.4583 | - | 0.4583 |
31/03/2017 | 20/04/2017 | 21/04/2017 | 28/04/2017 | 0.4583 | - | 0.4583 |
30/04/2017 | 11/05/2017 | 12/05/2017 | 31/05/2017 | 0.4583 | - | 0.4583 |
31/05/2017 | 15/06/2017 | 16/06/2017 | 30/06/2017 | 0.4583 | - | 0.4583 |
30/06/2017 | 20/07/2017 | 21/07/2017 | 31/07/2017 | 0.4583 | - | 0.4583 |
31/07/2017 | 10/08/2017 | 11/08/2017 | 31/08/2017 | 0.4583 | - | 0.4583 |
31/08/2017 | 14/09/2017 | 15/09/2017 | 29/09/2017 | 0.4583 | - | 0.4583 |
30/09/2017 | 19/10/2017 | 20/10/2017 | 31/10/2017 | 0.4587 | - | 0.4587 |
Total | 5.5000 | - | 5.5000 |
In relation to the year ended 30 September 2016
Dividen to | Ex div | Record | Pay date | PID (pps) | Non-PID (pps) | Total (pps) |
---|---|---|---|---|---|---|
31/10/2015 | 12/11/2015 | 13/11/2015 | 30/11/2015 | 0.4583 | - | 0.4583 |
30/11/2015 | 10/12/2015 | 11/12/2015 | 31/12/2015 | 0.4583 | - | 0.4583 |
31/12/2015 | 21/01/2016 | 22/01/2016 | 29/01/2016 | 0.1768 | 0.2815 | 0.4583 |
31/01/2016 | 11/02/2016 | 12/02/2016 | 29/02/2016 | 0.4583 | - | 0.4583 |
29/02/2016 | 10/03/2016 | 11/03/2016 | 31/03/2016 | 0.4583 | - | 0.4583 |
31/03/2016 | 21/04/2016 | 22/04/2016 | 29/04/2016 | 0.4583 | - | 0.4583 |
30/04/2016 | 12/05/2016 | 13/05/2016 | 31/05/2016 | 0.4583 | - | 0.4583 |
31/05/2016 | 09/06/2016 | 10/06/2016 | 30/06/2016 | 0.4583 | - | 0.4583 |
30/06/2016 | 21/07/2016 | 22/07/2016 | 29/07/2016 | 0.4583 | - | 0.4583 |
31/07/2016 | 11/08/2016 | 12/08/2016 | 31/08/2016 | 0.4583 | - | 0.4583 |
31/08/2016 | 08/09/2016 | 09/09/2016 | 30/09/2016 | 0.4583 | - | 0.4583 |
30/09/2016 | 20/10/2016 | 21/10/2016 | 31/10/2016 | 0.4587 | - | 0.4587 |
Total | 5.2185 | 0.2815 | 5.5000 |
In relation to the year ended 30 September 2015
Dividend to | Ex div | Record | Pay date | PID (pps) | Non-PID (pps) | Total (pps) |
---|---|---|---|---|---|---|
31/12/2014 | 29/01/2015 | 30/01/2015 | 06/02/2015 | 0.7144 | 0.2541 | 0.9685 |
31/01/2015 | 19/02/2015 | 20/02/2015 | 27/02/2015 | 0.4583 | - | 0.4583 |
28/02/2015 | 19/03/2015 | 20/03/2015 | 31/03/2015 | 0.4583 | - | 0.4583 |
31/03/2015 | 16/04/2015 | 17/04/2015 | 30/04/2015 | 0.2406 | 0.2177 | 0.4583 |
30/04/2015 | 14/05/2015 | 15/05/2015 | 29/05/2015 | 0.4583 | - | 0.4583 |
31/05/2015 | 11/06/2015 | 12/06/2015 | 30/06/2015 | 0.4583 | - | 0.4583 |
30/06/2015 | 09/07/2015 | 10/07/2015 | 31/07/2015 | 0.0485 | 0.4098 | 0.4583 |
31/07/2015 | 13/08/2015 | 14/08/2015 | 28/08/2015 | 0.4583 | - | 0.4583 |
31/08/2015 | 10/09/2015 | 11/09/2015 | 30/09/2015 | 0.4583 | - | 0.4583 |
30/09/2015 | 22/10/2015 | 23/10/2015 | 30/10/2015 | 0.1509 | 0.3074 | 0.4583 |
Total | 3.9042 | 1.1890 | 5.0932 |
Glossary
PID
Property Income Distribution. A dividend received by a shareholder of the Company in respect of profits and gains of the tax exempt business of the Group. Such distributions are taxable as profits of a UK property business and, in the case of a shareholder, are chargeable to UK income tax at their highest marginal rates in the case of UK resident individuals or to UK corporation tax in the case of UK resident companies
Taxation (based on tax legislation and HMRC practice at the time of publication).
UK TAXATION OF PIDS
A PID is, together with any property income distribution from any other REIT company, treated as taxable income from a UK property business. The basic rate of income tax (currently 20%) will be withheld by the Company (where required) on the PID unless the shareholder is entitled to receive PIDs without income tax being deducted at source and they have notified the Registrar of this entitlement sufficiently in advance of a PID being paid. Shareholders who are individuals may, depending on their particular circumstances, either be liable to further UK income tax on their PID at their applicable marginal income tax rate, incur no further UK tax liability on their PID, or be entitled to claim repayment of some or all of the UK income tax withheld on their PID.
Corporate shareholders who are resident for tax purposes in the UK will generally be liable to pay UK corporation tax on their PID and if income tax is withheld at source, the tax withheld can be set against their liability to UK corporation tax or against any income tax which they themselves are required to withhold in the accounting period in which the PID is received.
Non-PID
The dividend received by a shareholder of the Company arising from any source other than profits and gains of the Tax Exempt Business of the Group. This is similar to a dividend paid by any other company resident in the UK.
Taxation (based on tax legislation and HMRC practice at the time of publication).
UK TAXATION OF NON-PID DIVIDENDS
Under current UK legislation, most individual shareholders who are resident in the UK for taxation purposes receive a tax-free dividend allowance of £2,000 per annum (with effect from April 2018) and any dividend income (including Non-PID Dividends) in excess of this allowance is subject to income tax. UK resident corporate shareholders (other than dealers and certain insurance companies) are not liable to corporation tax or income tax in respect of UK dividends provided that the dividends are exempt under Part 9A of the Corporation Tax Act 2009.
The Company is an ‘alternative investment fund’ (AIF) for the purposes of the EU Alternative Investment Fund Managers Directive. The Company has appointed Ediston Investment Services Limited (EIS), to act as the Alternative Investment Fund Manager (AIFM). EIS is authorised and regulated by the United Kingdom Financial Conduct Authority as a ‘full scope UK AIFM’.