JLEN
JLEN
 

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Corporate Governance

The Listing Rules and the Disclosure Guidance and Transparency Rules (“Disclosure Rules”) of the FCA require listed companies to disclose how they have applied the principles and complied with the provisions of the Corporate Governance Code to which the issuer is subject. The provisions of the UK Corporate Governance Code (“UK Code”), as issued by the Financial Reporting Council (“FRC”) in July 2018, are applicable to the year under review and can be viewed at www.frc.org.uk.

The related Code of Corporate Governance (the “AIC Code”), issued by the Association of Investment Companies (“AIC”) provides specific corporate governance guidelines to investment companies. The AIC issued their revised code for member companies in February 2019 and this applies to accounting periods beginning on or after 1 January 2019. The FRC has confirmed that AIC member companies who report against the AIC Code will be meeting their obligations in relation to the UK Code and the associated disclosure requirements of the Disclosure Rules. The AIC Code can be viewed at www.theaic.co.uk.

The Guernsey Financial Services Commission (“GFSC”) has issued a Finance Sector Code of Corporate Governance. The Code comprises Principles and Guidance and provides a formal expression of good corporate practice against which shareholders, boards and the GFSC can better assess the governance exercised over companies in Guernsey’s finance sector. Companies which report against the UK Code or the AIC Code are also deemed to meet the Guernsey Code.

Statement of compliance with the AIC Code and Guide

The Board recognises the importance of a strong corporate governance culture that meets the Listing Rules of the FCA. The Board has put in place a framework for corporate governance that reflects the scale, nature and complexity of the Company and its operations. All Directors contribute in a meaningful way to Board discussions and debates. The Board believes in providing as much transparency on the Company’s activities for shareholders as is reasonably possible. It should be noted that most of the Company’s day‑to‑day responsibilities are delegated to third parties and the Company has no employees.

The Company is a member of the AIC and is classified within the renewable energy infrastructure sector. The Company currently complies (except as set out in the next paragraph) with the principles and provisions 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, the Company will be meeting its obligations in relation to the UK Code and associated disclosure requirements of the Listing Rules.

The UK Code includes provisions relating to the role of the Chief Executive, executive Directors’ remuneration and the need for an internal audit function. The Board considers these provisions are not relevant to the position of the Company, as all of the Company’s day-to-day management and administrative functions are outsourced to third parties and it has no executive Directors, employees or internal operations. Therefore, no further reporting has been provided in respect of these provisions.

The functions which would typically be carried out by a management engagement committee are performed by the Company’s investment advisory engagement committee (comprising all Directors), and the Board has not considered it necessary to appoint a separate remuneration committee.

Corporate governance framework

Chair

  • Ed Warner

Directors

  • Alan Bates
  • Stephanie Coxon
  • Jo Harrison
  • Hans Joern Rieks
  • Nadia Sood

Investment Manager

  • Foresight Group led by Chris Tanner, Chris Holmes and Edward Mountney as co-lead Investment Managers

Audit Committee

  • Stephanie Coxon (Chair)
  • Alan Bates
  • Hans Joern Rieks

Risk Committee

  • Alan Bates (Chair)
  • Hans Joern Rieks
  • Stephanie Coxon
  • Jo Harrison
  • Nadia Sood

ESG Committee

  • Jo Harrison (Chair)
  • Ed Warner
  • Stephanie Coxon
  • Hans Joern Rieks

Nomination Committee

  • Ed Warner (Chair)
  • Stephanie Coxon
  • Hans Joern Rieks
  • Alan Bates
  • Jo Harrison
  • Nadia Sood

Board structure as at 31 March 2023 (1)

Board tenure

  • 0-5 years 6
  • 6-8 years 1

Board composition

  • Chair1
  • Senior Independent Director1
  • Directors5

Gender diversity

  • Male4
  • Female3

(1) Richard Ramsay retired from the Board effective 1 April 2023.

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