Our Board is responsible for maintaining high standards of corporate governance by developing policies and procedures in compliance with best practice
The Company complies with the principles of good governance contained in the AIC Code (which complements the UK Code and provides a framework of best practice for listed investment companies), and in accordance with the AIC Code, voluntarily complies with the UK Code, as well as the Irish Code
We have four board committees: the Audit Committee, the Remuneration Committee, the Nominations Committee and the Investment Committee, which operate under terms of reference approved by the board.
The audit and remuneration committees are composed entirely of independent non-executive directors and the nominations committee has a majority of independent non-executive directors. The committees’ membership and chairs will be reviewed by the main board at least every three years.
The Audit Committee comprises Jerome Kennedy (Chairman), Thom Wernink and Gary McGann. The main role and responsibilities of the Audit Committee are set out in written terms of reference and include:
- to monitor the integrity of the financial statements of the Company and any other formal announcement relating to the Company’s financial performance and reviewing significant financial reporting issues and judgments contained therein;
- to keep under review the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
- to consider and make recommendations to the Board, to be put to shareholders for approval at the annual general meeting of the Company, in relation to the appointment, re-appointment and removal of the Company’s auditor;
- to asses annually the Company’s auditor’s independence taking into account relevant Irish and UK professional and regulatory requirements and the relationship with the Company’s auditor as a whole, including the provision of any non-audit services;
- to develop and implement a policy on the supply of non-audit services by the Company’s auditor, taking into account any relevant ethical guidance on the matter; and
- to review and approve the annual audit plan and ensure it is consistent with the scope of the audit engagement.
The Remuneration Committee comprises Thom Wernink (chairman), Gary Kennedy and Jerome Kennedy. The Remuneration Committee’s principal duties in relation to the Directors’ remuneration include:
- to determine and agree with the Board the framework or broad policy for the remuneration of the Chairman and each of the non-executive Directors;
- in determining such policy, to take into account all factors which it deems necessary including relevant legal and regulatory requirements, the provisions and recommendations of the AIC Code and the Irish Code;
- within the terms of the agreed policy determine the total individual remuneration package of the Chairman; and
- within the terms of the agreed policy, make recommendations to the Chairman of the Board in respect of the amount of the total individual remuneration package of each of the non-executive Directors provided always that each such remuneration package shall be determined solely by the Chairman of the Board and such non-executive Director for the time being that does not receive any fee from the Company in respect of his services as a non-executive Director).
The Nomination Committee comprises Gary Kennedy (chairman), Thom Wernink, Jerome Kennedy and Stephen Vernon. Thom Wernink, Jerome Kennedy and Gary Kennedy are each considered independent for the purposes of the Listing Rules.
The Nomination Committee leads the process for considering appointments to the Board. The Nomination Committee may not be chaired by the Chairman when it is dealing with the matter of succession to the chairmanship of the Company.
The Nomination Committee’s terms of reference include the following:
- to review regularly the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board with regard to any changes;
- to give full consideration to succession planning for Directors and other senior executives (if any) of the Company in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future; and
- to be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise.
Before any appointment is made by the board, the Nomination Committee will evaluate the balance of skills, knowledge and experience and diversity of the Board.
The objective of the committee is to oversee the implementation by the Company of its investment policy as set out in the Prospectus. The Investment Committees role is ensure compliance by the Company with that policy and to consider the adequacy and appropriateness of the investment strategy on a periodic basis. The Investment committee also oversees the compliance by the company with the requirements of the REIT regime as set out in law and considers and approves property investments and disposals to be made by the Company. The Investment Committee comprise of Thom Wernink (Chair) and Jerome Kennedy, Stephen Vernon, Pat Gunne and Gary McGann, in addition to the following representative from the Company’s Investment Manager Niall O’Buachalla (Chief Operations Officer GPRV), Caroline McCarthy (Chief Investment Officer GPRV) and Paul Culhane (Development Director GPRV)
The Board will fulfill the responsibilities typically undertaken by a management engagement committee. These duties and responsibilities include the regular review of the performance of, and contractual arrangements with, the Investment Manager and only the independent Non-Executive Directors will be involved in undertaking such review.
Election and Re-Election
Each of our directors must stand for re-election each year at the company’s AGM. In addition, shareholders will be able to vote to confirm the appointment of any director that may have been co-opted to the board by other directors since the last AGM.
Investment Policy & Oversight
The board is responsible for determining the company’s investment policy and for overseeing the performance of the Investment Manager and the company’s activities. Under our investment manager agreement, the Investment Manager produces an annual business plan that sets out the strategy for the provision of its services and the management of the company’s properties.
The Investment Manager has full discretionary authority to enter into transactions for and on behalf of the Company subject to certain matters which require the consent of the board. The board has put in place a corporate governance structure to ensure that any matter which requires the consent of the board of the Company is approved at a board meeting attended by an appropriate number of directors, a majority of whom will be independent of the Investment Manager. The number of Directors required to approve a transaction will increase depending on the value of the proposed investment.
The board is committed to maintaining a good understanding of the views of Shareholders and considerable importance is given to communicating with Shareholders. Regular contact is kept with institutional investors and presentations are given by members of the Management Team on the release of the Company’s annual and interim results.
Our shareholders’ views are important to us and we work hard to listen to and communicate with our shareholders. We keep in regular contact with all our institutional investors and members of our management team give presentations on the release of our annual and half-year results. As part of their responsibilities, directors are expected to attend all board meetings and the AGM.