56 Dunedin Income Growth Investment Trust PLC
Board Committees
The Board has appointed a number of Committees, as set
out below. Copies of their terms of reference, which
clearly define the responsibilities and duties of each
Committee, are available on the Company’s website, or
upon request from the Company. The terms of reference
of each of the Committees are reviewed and re-assessed
by the Board for their adequacy on an ongoing basis.
Audit Committee
The Audit Committee’s Report is contained on pages
63 to 65.
Management Engagement Committee
The Management Engagement Committee consists of all
the Directors. The Committee was chaired by Elisabeth
Scott until her retirement from the Board on 10 June 2021
at which point Christine Montgomery was appointed as
Chairman. The terms and conditions of the Manager’s
appointment, including an evaluation of performance and
fees, are reviewed by the Committee on an annual basis.
The Committee also keeps the resources of the abrdn
Group under review, together with its commitment to the
Company and its investment trust business. In addition, the
Committee conducts an annual review of the
performance, terms and conditions of the Company’s
main third party suppliers.
The Board remains satisfied with the capability of the
abrdn Group to deliver satisfactory investment
performance, that its investment screening processes are
thorough and robust and that it employs a well-resourced
team of skilled and experienced fund managers. In
addition, the Board is satisfied that the abrdn Group has
the secretarial, administrative and promotional skills
required for the effective operation and administration of
the Company. Accordingly, the Board believes that the
continuing appointment of the Manager on the terms
agreed is in the interests of shareholders as a whole.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of
all the Directors. The Committee is chaired by Howard
Williams who has relevant experience and understanding
of the Company. The Committee reviews the
effectiveness of the Board, succession planning, Board
appointments, appraisals and training, and determines
the Directors’ remuneration policy and level of
remuneration, including for the Chairman. The Committee
also considers the need to appoint an external
remuneration consultant. Further details of the
remuneration policy are provided in the Directors’
Remuneration Report on pages 59 to 62.
During the year, through the work of the Nomination and
Remuneration Committee, the Board engaged an
independent external firm, Lintstock Limited, to facilitate a
review of the Board, its Committees and the performance
of individual Directors. The process involved the
completion of questionnaires by each Director and the
production of a report to the Board by Lintstock Limited
summarising the findings of the review. The results of the
process were discussed by the Board following its
completion, with appropriate action points made. The
main actions points were for the Board to enhance
detailed oversight of marketing activities, to conduct
additional training of Directors especially in relation to
evolving ESG regulatory and reporting requirements, and
to consider ways of improving the use of time in and
around Board meetings. These matters will be addressed
by the Board during the current financial year.
Following the evaluation process, the Board believes that it
continues to operate in an efficient and effective manner
with each Director making a significant contribution to the
Board. The intention is that the evaluation of the Board will
be externally facilitated every three years, the next such
review to be conducted during the year ending 31
January 2025.
The Committee considers succession planning on at least
an annual basis. Potential new Directors are identified
against the requirements of the Company’s business and
the need to have a balance of skills, experience,
independence, diversity and knowledge of the Company
within the Board.
In respect of the appointment of Gay Collins, who was
appointed as an independent non-executive Director on 1
July 2021, the Board used the services of an external
search consultant, Cornforth Consulting Limited.
Cornforth Consulting Limited does not have any other
connections with the Company or individual Directors.
Going Concern
The Company’s assets consist mainly of equity shares in
companies listed on the London Stock Exchange and in
most circumstances are considered to be realisable within
a short timescale. The Board has set limits for borrowing
and derivative contract positions and regularly reviews
actual exposures, cash flow projections and compliance
with loan covenants. The Board has also performed stress
testing and liquidity analysis.
The Directors believe that the Company has adequate
financial resources to continue in operational existence for
the foreseeable future and for at least twelve months
from the date of this Report. Accordingly, they continue to
adopt the going concern basis of accounting in preparing
the financial statements.
Directors’ Report
Continued