The Board recognises the importance of sound corporate governance, commensurate with the Company’s size and nature and the interests of its shareholders. The Board is therefore committed to maintaining high standards of corporate governance.
As a member of the Association of Investment Companies (“AIC”), the Company complies with the principles and provisions of the AIC Code of Corporate Governance for Investment Companies (the “AIC Code”). The Board considers that reporting against the principles and recommendations of the AIC Code provides better information to shareholders.
The Board undertakes an annual review of its compliance with the principles and recommendations of the AIC Code. A copy of the AIC Code, which was last updated in 2019, can be obtained via the AIC website, www.theaic.co.uk.
During the year ended 31 March 2022, the Company has complied with the AIC Code throughout the year, except where the Board has concluded that adherence or compliance with any particular principle or provision would not have been appropriate to the Company’s circumstances, in which case the reasons are fully explained in the 2022 Annual Report.
Management Engagement Committee
The Board has four Committees: the Audit Committee, the Management Engagement Committee, the Nomination Committee and from 1 April 2021 the Sustainability Committee. Given the Board’s size, it is not felt appropriate for the Company to have a separate remuneration committee and the full Board deals with the functions that this committee would normally carry out.
The Committee’s terms of reference are available below:
The Audit Committee is comprised of Lynette Lackey (Chair), Martin Meech and Aimée Pitman, all of whom are independent non-executive Directors.
The Audit Committee meets at least two times a year within the appropriate reporting and audit cycle. The Committee’s responsibilities include monitoring the financial integrity of the financial statements of Warehouse REIT plc, communication with the Company’s auditor, reviewing the effectiveness of the Company’s internal control systems and risk management systems and overseeing the process for managing risks across Warehouse REIT plc.
The Audit Committee focuses in particular on compliance with legal requirements, accounting standards and the rules of the FCA and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board of Directors of Warehouse REIT plc.
The Sustainability Committee is made up of three non-executive directors, Aimée Pitman (Chair), Martin Meech and Stephen Barrow. The Sustainability Committee, a principal committee of the Board and formed in April 2021, oversees the management of climate-related risks and opportunities and is attended by the Investment Advisor.
Management Engagement Committee
The Management Engagement Committee is made up of three non-executive directors, Martin Meech (Chair), Neil Kirton and Lynette Lackey.
The Management Engagement Committee meets at least once a year within the appropriate reporting and audit cycle. The Committee’s responsibilities include reviewing the performance of the Investment Manager, Investment Advisor and the Company’s other main service providers over the year and to recommend to the Board a schedule of re-tender for each of the appointments. The Committee is also responsible for overseeing any amendments to the Investment Management Agreement between the Company, the Investment Manager and the Investment Advisor.
The Nomination Committee comprises Neil Kirton, Simon Hope & Lynette Lackey. The Chairman of the Board is a member of, and chairs, the Nomination Committee. A majority of the members of the Nomination Committee are independent Non-Executive Directors.
The Nomination Committee meets at least once a year within the appropriate reporting and audit cycle. The Committee’s responsibilities include considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination Committee also considers succession planning and composition of the Board committees.