
Directors’ indemnity
Directors’ and Officers’ liability insurance cover is maintained by
the Company on behalf of the Directors.
Re-election
The Company’s Articles prescribe that, at each AGM, one-third
of the Directors shall retire from office and may offer themselves
for re-election. However, in line with best practice, the Board has
determined that all of the Directors should stand for re-election at
each AGM.
Accordingly, on 10 December 2024 at the 20th AGM of the
Company, Nicholas Pink, Shelagh Mason, Susie Farnon, Colleen
McHugh and Solomon Soquar retired as Directors of the Company
and, being eligible, offered themselves for re-election (election in
the case of Colleen McHugh), and were re-elected (or elected) as
Directors of the Company by the shareholders.
Further details regarding the experience of each of the Directors
are set out on pages 58 and 59.
The Directors may at any time appoint any person to be a Director
either to fill a vacancy or as an addition to the existing Directors.
Any Director so appointed shall hold office only until, and shall
be eligible for election at, the next general meeting following their
appointment but shall not be taken into account in determining the
Directors or the number of Directors who are to retire by rotation at
that meeting if it is an AGM.
Board evaluation
The Board policy is for an external evaluation of its effectiveness
every three years and an annual internal evaluation in between.
During the prior year, the Board engaged Lintstock, a firm
highly experienced in conducting board evaluations, to facilitate
an external evaluation of the Board, following on from their
previous review during the 2022/2023 financial year. The Board
evaluation considered a broad range of areas including; Board
composition and expertise, Board dynamics, the structure of the
Board and its Committees, Board oversight of investment strategy
and performance, relations with shareholders, oversight of risk
management, succession planning, in particular in relation to
the Chair, and priorities for change during the year. The Board
has subsequently implemented action points related to Board
succession, enhanced reporting on voting and engagement by
the Investment Manager, and the efficiency of Board meetings.
The next external evaluation is scheduled for the 2026/2027
financial year.
During the current financial year, the Board conducted a self-
evaluation of its performance and that of the Company’s individual
Directors, which was led by the Chair and, as regards the Chair’s
performance evaluation, by the Senior Independent Director. The
annual self-evaluation considered how the Board functions as a
whole, taking into account the balance of skills, experience and
length of service of each Director, and also reviewed the individual
performance of its members.
To facilitate the self-evaluation, the Company Secretary circulated
a detailed questionnaire to each Director and a separate
questionnaire for the evaluation of the Chair. The questionnaires,
once completed, were returned to the Company Secretary who
collated responses, prepared a summary and discussed the Board
evaluation with the Chair prior to circulation to the remaining
Board members. The performance of the Chair was evaluated
by the other Directors, led by the Senior Independent Director.
The internal review concluded that the Board was operating
effectively. Improvements implemented since the review include
more Director-only meetings and more detailed budgeting for
other costs.
The Board considers the annual self-evaluation process to be
appropriate having regard to the non-executive role of the Directors
and the significant outsourcing of services by the Company to
external providers.
Board succession planning
The Board considers it has a breadth of experience relevant to
the Company, and the Directors believe that any changes to the
Board’s composition can be managed without undue disruption.
An induction programme is in place for all Director appointees.
Any proposals for a new Director are discussed and approved by
the Board.
The Board’s succession planning policy seeks to ensure that
the Board remains well balanced and that the Directors have
a sufficient level of skills, knowledge and experience to meet
the needs of the Company. The Directors are ever cognisant of
the need for the Board to have a balance of gender and other
attributes, including the requirement to appoint a majority of
non-UK resident Directors.
The Board’s policy is that all Directors of the Company, including
the Chair, shall normally have tenure limited to nine years from
their first appointment to the Board. Exceptions may be made,
particularly in respect of the Chair, for example to facilitate
effective succession planning, or were the Company in the middle
of a corporate action, when an extension may be appropriate.
67
Strategic report Governance report Financial Statements Additional information
Ruffer Investment Company Limited
Annual Report 2025
Overview