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Governance
Castelnau Group Ltd Annual Report 2022
24
Consolidated Financial Statements which are
independently audited.
The Board is responsible for the appointment and
monitoring of all service providers to the Group.
The Directors are kept fully informed of investment and
financial controls and other matters by all services
providers that are relevant to the business of the Group
and should be brought to the attention of the Directors.
The Nominations Committee regularly reviews the
structure, size, composition (including the skills,
knowledge, experience and diversity) of the Board as a
whole and makes recommendations to the Board with
regard to any changes.
The Board has a breadth of experience relevant to the
Group and the Directors believe that any changes to
the Board’s composition can be managed without
undue disruption. With any new director appointment
to the Board, consideration will be given as to what
induction process is appropriate.
Directors’ Attendance at Meetings
The Board holds quarterly Board meetings to discuss
matters including: portfolio performance, strategy,
dividend policy, structure, finance, corporate
governance, marketing, risk management, liquidity,
compliance, asset allocation and gearing, contracts
and Group performance. The quarterly Board meetings
are the principal source of regular information for the
Board enabling it to determine policy and to monitor
performance, compliance and controls but these
meetings are also supplemented by communication
and discussions throughout the year.
A representative from each of the Investment Manager,
AIFM, Administrator and Corporate Broker attends
each Board meeting either in person or by telephone
thus enabling the Board to fully discuss and review the
Group’s operation and performance. Each Director has
direct access to the Portfolio Manager and Company
Secretary and may, at the expense of the Group, seek
independent professional advice on any matter. Both
appointment and removal of these parties is to be
agreed by the Board as a whole.
The Audit Committee now meets five times a year, the
Management Engagement Committee (“MEC”) and
Remuneration and Nomination Committee meet at
least once a year. In addition, adhoc meetings of the
Board to review specific items between the regular
scheduled quarterly meetings can be arranged.
Between formal meetings, there is regular contact with
the Portfolio Manager, AIFM, Administrator, Custodian
and Depositary and the Corporate Broker.
Although some of the Directors hold other listed Board
positions, none of these is for a trading company and
the Board is satisfied that they have sufficient time
commitment to carry out their duties for the Group as
evidenced by their attendance at the Board and Audit
Committee meetings during the year.
At the Board meetings, the Directors review the
management of the Group’s assets and liabilities and
all other significant matters so as to ensure that the
Directors maintain overall control and supervision of
the Group’s affairs.
Appointment and Retirement of Directors
Subject to the Companies Law and the Articles, the
Directors shall have power at any time, and from
time to time, without sanction of the Group in general
meeting but subject to receiving the written consent
of the holder of the B Share, to appoint any person to
be a Director, either to fill a casual vacancy or as an
additional Director. Any Director so appointed shall
hold office only until the next following annual general
meeting and shall then be eligible for re-appointment.
Subject to the Companies Law and the Articles, the
Group may by ordinary resolution appoint any person
as a Director; and remove any person from office as
a Director and there shall be no requirement for the
appointment or removal of two or more Directors to
be considered separately. A Director may resign from
office as a Director by giving notice in writing to that
effect to the Group. There is no age limit at which a
Director is required to retire. At each annual general
meeting of the Group, each Director, other than
the Director appointed by the holder of the B Share
pursuant to the Articles, shall retire from office and
each Director may offer themselves for election or re-
election by the Shareholders.
Directors’ Report - continued