
16 | Athelney Trust plc | Annual Report 2024
Corporate Governance Statement
Shareholders hold the Directors of a company responsible for the
stewardship of that company’s affairs. Corporate governance is
the process by which a Board of Directors discharges this
responsibility. The Company’s arrangements in respect of
corporate governance are explained in this report. The corporate
governance statement forms part of the Report of the Directors
which can be found on pages 20 to 22.
The Company is required to comply with, or to explain its non-
compliance with, the relevant provisions of the UK Corporate
Governance Code issued by the Financial Reporting Council (the
‘FRC’) in July 2018 which can be found at www.frc.org.uk. The
Association of Investment Companies issued its own Code of
Corporate Governance in July 2022 (the ‘AIC Code’), which can be
found at www.theaic.co.uk. and which has been approved by the
FRC as it addresses all the principles of the UK Corporate
Governance Code as well as setting out additional principles and
provisions on issues which are of specific relevance to investment
trusts. The Board considers that reporting against the Principles
and Provisions of the AIC Code, which has been endorsed by the
FRC, provides more relevant information to shareholders.
The Company has not complied with the provisions of the AIC Code
and the UK Corporate Governance Code in respect of the
following:
• Due to the size of the Board, formal performance
evaluations of the Chair, the Board, its Committees and
individual Directors are not undertaken. Instead, it is felt
more appropriate to address matters as and when they
arise.
• Due to the size of the Board, it is felt inappropriate to
appoint a senior independent non-executive Director.
• All the Directors have agreements for provision of their
services but no limit has been imposed on the overall
length of service. The recommendation of the Code is
for fixed term renewable contracts. In recent years each
of the Directors has retired and, where appropriate,
sought re-election. One third of the Directors retires by
rotation annually in accordance with the Company’s
articles of association.
• In certain instances, the Directors have exercised
judgement in allocating specific costs between capital
and revenue. This judgement, consistently applied for
many years, considers the business effect, the nature of
the work undertaken, and whether the time and effort
expended contributes to capital growth or revenue
generation. In some cases this approach departs from
the AIC Statement of Recommended Practice (SORP)
issued in July 2022, on allocating certain expenses to
capital
• The Company has one employee, who is also a Director.
The Company Secretary’s line of communication in
relation to whistle-blowing is to the Chair of the
Company.
The Company does not have a Nominations Committee. During the
year the Board comprised a maximum of three Directors who
liaised continuously throughout and were aware of their
obligations to consider recruitment of further Directors as and
when the occasion occurred.
Board Membership
At 31 December 2024 the Board consisted of three Directors, of which
two were and remain independent. The biographies of all the current
Directors are contained on pages 2 and 3.
Frank Ashton retired by rotation and was re-elected at the AGM on 21
March 2024. The Directors believe that the Board has the balance of
skills, experience and length of service to enable it to provide effective
leadership and proper governance of the Company. The Directors
possess a range of business and financial expertise relevant to the
direction of the Company and consider that they commit sufficient
time to the Company’s affairs.
All Directors receive relevant training, collectively or individually, as
necessary.
The Directors of the Company meet at regular Board Meetings. During
the year ended 31 December 2024, the Board met a total of 8 times.
An additional audit planning meeting was attended by Simon Moore,
Frank Ashton and the Company Secretary.
Board Audit Remuneration
Meetings Committee Committee
Dr E C Pohl 5 - -
F Ashton 5 2 1
S Moore 5 2 1
Jason Pohl is the alternate Director for Dr Manny Pohl, he was not
required to attend any Board meetings during the year.
The Board subscribes to the view expressed in the AIC Code that long-
serving Directors should not be prevented from forming part of an
independent majority. It does not consider that the length of a
Director’s tenure reduces their ability to act independently. The
Board’s policy on tenure is that continuity and experience are
considered to add significantly to the strength of the Board and, as
such, no limit on the overall length of services of any of the Company’s
Directors, including the Chair, has been imposed, although the Board
believes in the merits of periodic and progressive refreshment of its
composition.
The Board of Directors of the Company comprises three male
Directors. Whilst the Board recognises the benefits of diversity in
appointments to the Board, the key criteria for the appointment of
new Directors will be the appropriate skills and experience in the
interest of shareholder value. The Directors are satisfied that it has an
appropriate breadth of skills and experience. The Board is not
currently planning to add a fourth Director to the Board.
The basis on which the Company aims to generate value over the
longer term is set out in the Strategic Report on pages 4 to 15. All
matters, including corporate and gearing strategy, investment and
dividend policies, corporate governance procedures and risk
management are reserved for the approval of the Board of Directors.
The Board receives full information on the Company’s investment
performance, assets, liabilities and other relevant information in
advance of Board meetings.