The Audit Committee is scheduled to meet no less than three times a year and, if required, meetings can also be attended by the Property Advisor, the company secretary and the external auditor. The external auditor is not present when their performance and/or remuneration is discussed.
The Audit Committee meets no less than three times a year and its members are Jonathon Thompson (Chair), Greg Branch and Monique O’Keefe.
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The Risk Committee is comprised of independent Non-executive Directors and meets no less than three times a year and, if required, meetings can also be attended by the Property Advisor. As detailed above, Robert Hingley and Quentin Spicer stepped down from the committee on 29 October 2019. The Risk Committee is responsible for advising the Board on the Company’s overall risk appetite, tolerance and strategy. The Risk Committee oversees and advises the Board on the current risk assessment processes, ensuring that both qualitative and quantitative metrics are used.
The Committee reviews the adequacy and effectiveness of the Group’s (and its service providers’) internal financial controls and internal control and risk management systems and reviews and approves the statements to be included in the Annual Report concerning internal controls and risk management.
During the year, the Committee reviewed reports from the Company’s service providers in respect of their policies on the prevention of market abuse, cyber-crime, anti-bribery, whistleblowing and their compliance with the Criminal Finances Act 2017.
The Committee is also responsible for oversight and advice to the Board on the current risk exposures and future risk strategy of the Group.
The Committee carried out a robust assessment of the principal and emerging risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. The result of this review, the potential impact of each type of risk identified and the mitigants put in place are set out in the ‘Principal Risks and Uncertainties’ section.
The committee also reviewed the appropriateness of risk-related matters in the annual report and financial statements.
The Risk Committee meets at least three times a year and its members are Antonia Burgess (Chair), Greg Branch, Jonathan Thompson and Monique O’Keefe.
Please click here for the terms of reference for the this committee.
Property Valuation Committee
The Property Valuation Committee is responsible for reviewing the property valuations prepared by the Valuation Agent and any further matters relating to the valuation of the Portfolio. The Property Valuation Committee met four times during the year with the Valuation Agent and the Property Advisor in attendance to review the outcomes of the valuation process throughout the year and discuss:
- the valuation methodology;
- the sociodemographic and residential market overview; and
- the detail of each semi-annual valuation.
The Committee reported to the Board its findings on the property valuation and the Committee was satisfied with the independent valuation report and values associated with all properties of the Group.
Its members are Greg Branch (Chair), Antonia Burgess and Jonathan Thompson.
Please click here for the terms of reference for the this committee
The Nomination Committee is responsible for a number of matters pertaining to the structure, size and composition of the Board, succession planning in respect of Board members and performance evaluation of the Board, its Committees and Board members.
Its members are Robert Hingley (Chair), Monique O’Keefe and Antonia Burgess.
The Remuneration Committee is responsible for determining the Company’s remuneration policy and using this, together with the Company’s articles of association, to set the remuneration of non-executive directors.
Its members are Monique O'Keefe (Chair), Greg Branch and Antonia Burgess.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee meets no less than twice a year. It is responsible for approving a strategy for discharging the Company’s corporate and social responsibilities (CSR), overseeing the creation of appropriate policies and supporting measures along with monitoring compliance with such policies. The Committee also ensures that the policies are regularly reviewed and updated in line with national and international regulations.
The Corporate Social Responsibility Committee has responsibility for deciding upon which environmental guidelines to follow and report against, with the Audit Committee overseeing how this is reported upon in the annual report and financial statements.
The Board has appointed Good Values Limited as an independent CSR consultant to support the Company in implementing its CSR policy and strategy. Further details on the Company’s CSR policy and strategy can be found in the corporate responsibility section.
The Corporate Social Responsibility Committee members are Monique O'Keefe (Chair), Antonia Burgess and Greg Branch.
Market Abuse Regulation Committee
The Market Abuse Regulation Committee was established to assist the Board in identifying inside information when it arises, understanding the Company’s obligations in respect of such inside information, and understanding the record-keeping and notification obligations of the Company in respect of inside information.
Any two board members
Management Engagement Committee
The Management Engagement Committee comprises Robert Hingley (chair), Jonathan Thompson and Monique O’Keefe. Its role is to consider the performance of the Property Advisor and other third-party service providers, the terms of their engagement, including the fees payable to them, and their continued appointment.
During the year, the Management Engagement Committee independently evaluated the performance and services provided by the Property Advisor. This involved reviewing a questionnaire completed by the Property Advisor confirming it has sufficient controls, policies and procedures in place. The Management Engagement Committee considered the questionnaire, the overall performance of the Property Advisor and the terms of the Property Advisor Agreement, as set out in note 27 on page 82, and based on the results, the continued appointment of the Property Advisor is considered to be in the best interests of the shareholders as a whole. It was recommended, and subsequently approved by the Board, that QSix Residential Limited (formerly know as PMM Residential Limited) be retained as Property Advisor under the terms of the agreement set out in note 27.
In addition, the continued engagement of all third-party service providers whom the committee independently evaluates, except for the previous administrator and company secretary, was recommended to, and approved by, the Board. Apex Financial Services (Alternative Funds) Limited were appointed as company secretary and administrator effective 4 October 2019.
It meets at least once a year and its members are Robert Hingley (Chairman), Jonathan Thompson and Monique O'Keefe.
Please click here for the terms of reference for the this committee
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