Statement of compliance with the UK Code on Corporate Governance (the “Code”)

The Phoenix Spree Board recognises that effective risk evaluation and management needs to be foremost in the strategic planning and the decision-making process. In conjunction with the Property Advisor, key risks and risk mitigation measures are reviewed by the Board on a regular basis and discussed formally during Board meetings.


As the Shares will have a premium listing on the London Stock Exchange from Admission, the Company will have to comply with Listing Rule 9.8.6(5)R which requires the Company to apply the provisions of the Code to the extent that they are considered relevant to the Company.

The Code is available for download from the Financial Reporting Council’s website.

The Board has considered the principles and recommendations of the Code. The Company intends to comply with the provisions of the Code which are relevant to the Company as an investment company except as set out below, with effect from Admission.

The Code includes provisions relating to:

  • the role of the chief executive;
  • executive directors’ remuneration; and
  • the internal audit function.

For the reasons set out in the preamble to the Code, the Board considers these provisions are not relevant to the Company, being an externally-managed investment company with an entirely non-executive board. The Company has therefore not reported further in respect of these provisions.


Role of the board

The board has determined that its role is to consider and determine the following principal matters which it considers are of strategic importance to the Company:

  • the overall objectives of the Company as described under the paragraph headed “Investment objective and policy” in Part 1 of this document and the strategy for fulfilling those objectives within an appropriate risk framework in light of market conditions prevailing from time to time;
  • the appointment of the Property Advisor, Administrator and other appropriately skilled service providers and to monitor their effectiveness through regular reports and meetings; and
  • the key elements of the Company’s performance including NAV and EPRA NAV growth and the payment of dividends.