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Annual Report 2023 | Fidelity Emerging Markets Limited
STRATEGYGOVERNANCEFINANCIALINFORMATION FOR SHAREHOLDERS GOVERNANCE
Board of Directors continued
of this document or, if lower, such number as is equal to 14.99%
of the issued number of Participating Preference Shares at the
date of passing the resolution).
The maximum price which may be paid for a Participating
Preference Share is an amount equal to 105% of the average of
the middle market quotations for a Participating Preference Share
taken from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which the
Participating Preference Share is purchased.
The authority hereby conferred shall expire at the conclusion of
the Annual General Meeting of the Company to be held in 2023
unless such authority is renewed prior to such time.
The Company may make a contract to purchase Participating
Preference Shares under the authority hereby conferred prior to the
expiry of such authority which will or may be executed wholly or partly
after the expiration of such authority and may make a purchase of
Participating Preference Shares pursuant to any such contract.
Resolution 13
Resolution 13 disapplies the pre-emption rights contained in the
Articles so that the Board has authority to allot and issue (or
sell from treasury) shares for cash on a non-pre-emptive basis in
respect of 9,110,006 Participating Preference Shares (equivalent
to 10 per cent. of the Participating Preference Shares in issue as
at the latest practicable date prior to the date of publication of
this document (excluding in each case shares held in treasury)).
The disapplication expires on the date falling fifteen months after
the date of passing of Resolution 13 or the conclusion of the next
annual general meeting of the Company, whichever is the earlier
and permits the Board to allot and issue shares (or sell shares
from treasury) after expiry of the disapplication if it has agreed to
do so beforehand. Shares issued (or sold from treasury) pursuant
to the disapplication would not be issued at a price that is less
than the prevailing net asset value per share of the relevant class.
The resolution to approve disapplication of pre-emption rights in
respect of issues of shares for cash is set at 10 per cent. of the
Participating Preference Shares in issue (excluding shares held in
treasury). As the issue of such shares (or sale from treasury) by the
Company on a non-pre-emptive basis is subject to the additional
qualification that the relevant shares must be issued for a price at
least equal to the prevailing net asset value for the relevant class of
shares, the Board believes that the existing authority to issue new
shares for cash equal to 10 per cent. of the Participating Preference
Shares in issue (excluding shares held in treasury) is appropriate.
The Directors have no present intention to exercise the authority
conferred by Resolution 13.
Recommendation
The Board considers that the passing of all resolutions being
put to the Company’s AGM would be in the best interest of
the Company and its shareholders as a whole. It therefore
recommends that shareholders vote in favour of resolutions 1 to
13, as set out in the Notice of Annual General Meeting.
THE BOARD
As at the date of this report, the Board, chaired by Heather Manners,
consists of five non-executive Directors. Russell Edey, Director and
Chairman of the Audit and Risk Committee retired from the Board
on 4 May 2023 when Julian Healy assumed the role. The Directors
believe that, between them, they have good knowledge and wide
experience of business in the emerging markets region, unlisted
investments and their valuations, and of investment companies, and
that the Board has an appropriate balance of skills, experience,
independence and knowledge of the Company and length of service
to discharge its duties and provide effective strategic leadership and
proper governance of the Company.
Torsten Koster was appointed as Senior Independent Director
following Mr Edey’s retirement and fulfils the role as a sounding
board for the Chairman, intermediary for the other Directors as
necessary and acts as a channel of communication for shareholders
in the event that contact through the Chairman is inappropriate.
Biographical details of all Directors are on pages 29 and 30.
The Directors consider that since they do not have executive
roles, it is not necessary to establish a separate Remuneration
Committee. There is also no separate Management Engagement
Committee as the Board, as a whole, regularly meets with the
Manager, the Administrator and the Company Secretary to discuss
theirperformance.
The Board regularly reviews both the performance of, and the
contractual arrangements with FIL Investments International as
Investment Manager. The Management Agreement sets out
matters over which Fidelity International has authority and includes
management of the Company’s assets and the provision of
administrative duties.
As noted on page 37, the Audit and Risk Committee reviews
the performance of, and the contractual arrangements with the
Administrator and the Custodian. The Board is satisfied that the
continuing appointment of the Administrator and the Custodian is in
the best interests of shareholders.
The Board meets at least three times during the year and between
these meetings there is regular contact with FIL Investments
International who provides the Board with appropriate and timely
information. Attendance at those meetings is shown on on page 34.
Board Responsibilities
The Board has overall responsibility for the Company’s affairs and for
promoting the long-term success of the Company. All matters which
are not delegated to the Company’s Investment Manager under
the Management Agreement are reserved for the Board’s decision.
Matters reserved for the Board and considered at meetings include
decisions on strategy, management, structure, capital, share issues,
share repurchases, gearing, financial reporting, risk management,
investment performance, share price discount, corporate governance,
Board appointments, and the appointment of the Investment
Manager and Company Secretary. The Board also considers
shareholder issues including communication and investor relations.
All Directors are independent of the Investment Manager and
considered to be free from any relationship which could materially
interfere with the exercise of their independent judgement. The Board
follows a procedure of notification of other interests that may arise as
part of considering any potential conflicts and is satisfied that none
has arisen in the year under review. All Directors are able to allocate
sufficient time to the Company to discharge their responsibilities
fully and effectively. Each Director is entitled to take independent
professional advice, at the Company’s expense, in the furtherance of
their duties.