ABDC Alcentra Capital Corporation

Item 10.   Directors, Executive Officers and Corporate Governance

Director and Executive Officer Information

Our business and affairs are managed under the direction of our Board of Directors (the “Board”). The number of directors on the Board is currently fixed at five directors and is divided into three classes. Directors are elected for a staggered term of three years each, with a term of office of one of the three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected or until his successor is duly elected and qualified.

Certain information with respect to the directors of the Company is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person became a director.

For purposes of this presentation, our directors have been divided into two groups – independent directors and interested directors. Interested directors are “interested persons” as defined in the Investment Company Act of 1940 (the “1940 Act”). Vijay Rajguru is an interested director of the Company because he serves as an officer of Alcentra NY LLC, our investment adviser (the “Adviser”), and has a direct pecuniary interest in the Adviser.

 The business address of the executive officers listed above is c/o Alcentra Capital Corporation, 200 Park Avenue, 7 ^th Floor, New York, New York 10166.

The Board considers whether each of the directors is qualified to serve as a director, based on a review of the experience, qualifications, attributes and skills of each director, including the biographical information described above. The nominating and corporate governance committee and the Board also considers whether each director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. In addition, the nominating and corporate governance committee and the Board focused on the following particular attributes:

Edward Grebow : We believe Mr. Grebow’s broad experience in commercial and investment banking, private equity, insurance and financial services enables him to provide the Board and its committees with valuable insight.

Douglas J. Greenlaw : We believe that Mr. Greenlaw’s depth of experience in corporate managerial positions brings important and valuable skills to the Board and its committees.

William H. Wright II : We believe Mr. Wright’s years of service as a director of various organizations, his extensive financial experience and training and managerial skills bring valuable skills and knowledge of best practices to the Board and its committees.

Frederick Van Zijl : We believe that Mr. Van Zijl’s experience with deep credit, corporate finance, and capital markets experience as a banker and his years as an investor provides valuable insight and skills to the Board and its committees.

Vijay Rajguru : We believe Mr. Rajguru’s leveraged finance experience and his prior service to the Company as its Chief Executive Officer brings important and valuable skills to the Board and help to assist in the oversight of our strategic goals.

Board Leadership Structure

The Board has designated a lead independent director whose duties include, among other things, chairing executive sessions of the independent directors, acting as a liaison between the independent directors and the Company’s management, facilitating communication among the independent directors and the Company's counsel, reviewing and commenting on Board and committee meeting agendas and calling additional meetings of the independent directors as appropriate. Mr. Greenlaw currently serves as our lead independent director.

Our corporate governance practices include regular meetings of the independent directors in executive session without the presence of management, the establishment of an audit committee, a compensation committee, a valuation committee and a nominating and corporate governance committee, each of which is comprised solely of independent directors, and the appointment of a Chief Compliance Officer, with whom the independent directors meet without the presence of interested directors and other members of management, for administering our compliance policies and procedures.

The Board believes that its leadership structure is appropriate in light of our characteristics and circumstances because the structure allocates areas of responsibility among the individual directors and the committees in a manner that affords effective oversight. Specifically, the Board believes that the relationship of Mr. Rajguru, the Chairman of the Board, with the Adviser provides an effective bridge between the Board and management, and encourages an open dialogue between management and the Board, ensuring that these groups act with a common purpose to the benefit of our stockholders. The Board also believes that the current size of the Board creates a highly efficient governance structure that provides ample opportunity for direct communication and interaction between our management, the Adviser and the Board.

Board’s Role in Risk Oversight

Oversight of our investment activities extends to oversight of the risk management processes employed by the Adviser as part of its day-to-day management of our investment activities. The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified and mitigated, and, as applicable, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

Corporate Governance

Committees of the Board

The Board met 11 times during the fiscal year 2018. Each director attended at least 75% of the total number of meetings of the Board and the committees on which such director served that were held during fiscal year 2018 while the director was a member. Please refer to Item 11. “Executive Compensation – Director Compensation” for details regarding the portions of fiscal year 2018 during which certain individuals served on the Board.

We require each director to make a diligent effort to attend all board and committee meetings as well as each annual meeting of our stockholders. All of our then-current directors attended our 2018 annual meeting of stockholders. The Board has established an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), and a valuation committee (the Valuation Committee”) and may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities, and the independent directors may receive fees and be reimbursed for reasonable out-of-pocket expenses incurred in connection therewith. In connection with the Board’s review of strategic alternatives, the Board has established a Committee of Independent Directors, which is comprised of each of the Board’s independent directors.

The scope of the responsibilities assigned to each of the Board’s standing committees is discussed in greater detail below.

Audit Committee

The members of the Audit Committee are Messrs. Grebow, Van Zijl, Wright, and Greenlaw, each of whom meets the independence standards established by the SEC and the Nasdaq Listing Rules and is independent for purposes of the 1940 Act. Mr. Grebow serves as chairman of the Audit Committee. The Board has determined that Mr. Grebow is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Audit Committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal accounting controls. The Audit Committee met 4 times during the 2018 fiscal year.

Valuation Committee

The members of the Valuation Committee are Messrs. Van Zijl, Grebow, Wright, and Greenlaw. Mr. Van Zijl serves as chairman of the Valuation Committee. The Valuation Committee is responsible for aiding our board of directors in determining the fair value of our portfolio investments that are not publicly traded or for which current market values are not readily available. The Board and the Valuation Committee utilize the services of independent valuation firms to help them determine the fair value of certain investments. The Valuation Committee met 8 times during the 2018 fiscal year.

Compensation Committee

The members of the Compensation Committee are Messrs. Wright, Grebow, Greenlaw, and Van Zijl. Mr. Wright serves as chairman of the Compensation Committee. The Compensation Committee is responsible for overseeing our compensation policies generally and overseeing and setting compensation for our directors and, as applicable, our executive officers. The Compensation Committee also prepares, as applicable, the report on executive officer compensation that SEC rules require to be included in our annual proxy statement. As none of our executive officers is currently compensated by us, the Compensation Committee does not produce a report on executive compensation practices. The Compensation Committee met 3 times during the 2018 fiscal year.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Messrs. Greenlaw, Grebow, Van Zijl, and Wright. Mr. Greenlaw serves as chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the Board or a committee of the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the evaluation of the Board and our management.

The Nominating and Corporate Governance Committee will consider nominees to the Board recommended by a stockholder if such stockholder complies with the advance notice provisions of our bylaws. Our bylaws provide that a stockholder who wishes to nominate a person for election as a director at a meeting of stockholders must deliver written notice to our corporate secretary and comply with the other requirements contained in our bylaws, including supporting documentation and other information such as, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act. Please refer to our bylaws for more information.

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying individuals for election as members of the Board, but the committee considers such factors as it may deem are in our best interests and those of our stockholders. Those factors may include a person’s differences of viewpoint, professional experience, education and skills, as well as his or her race, gender and national origin. In addition, as part of the Board’s annual-self assessment, the members of the Nominating and Corporate Governance Committee evaluate the membership of the Board and whether the Board maintains satisfactory policies regarding membership selection. The Nominating and Corporate Governance Committee met 6 times during the 2018 fiscal year.

Corporate Governance Documents

We maintain a corporate governance webpage at the “Investor Relations” link at www.alcentracapital.com.

Our Code of Business Conduct and committee charters are available at our corporate governance webpage at www.alcentracapital.com and are also available to any stockholder who requests them by writing to our Secretary, Ellida McMillan, at Alcentra Capital Corporation, 200 Park Avenue, 7 ^th Floor, New York, New York 10166.

Director Independence

In accordance with the rules of Nasdaq, the Board annually determines the independence of each director. No director is considered independent unless the Board has determined that he or she has no material relationship with the Company. The Company monitors the status of its directors and officers through the activities of the Nominating and Corporate Governance Committee and through a questionnaire to be completed by each director no less frequently than annually, with updates periodically if information provided in the most recent questionnaire has changed.

In order to evaluate the materiality of any such relationship, the Board uses the definition of director independence set forth in the Nasdaq Listing Rules. Section 5605 provides that a director of a business development company shall be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company or the Adviser.

The Board has determined that each of the directors is independent and has no relationship with the Company, except as a director and stockholder of the Company, with the exception of Mr. Rajguru.

Annual Evaluation

Our directors perform an evaluation, at least annually, of the effectiveness of the Board and its committees. This evaluation includes Board and Board committee discussion.

Communication with the Board

We believe that communications between the Board, our stockholders and other interested parties are an important part of our corporate governance process. Stockholders with questions about the Company are encouraged to contact the Company’s Investor Relations department at (212) 922-8240. However, if stockholders believe that their questions have not been addressed, they may communicate with the Board by sending their communications to Alcentra Capital Corporation, 200 Park Avenue, 7 ^th Floor, New York, New York 10166, Attn.: Board of Directors. All stockholder communications received in this manner will be delivered to one or more members of the Board.

All communications involving accounting, internal accounting controls and auditing matters, possible violations of, or non-compliance with, applicable legal and regulatory requirements or policies, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, will be referred to the Audit Committee.

The acceptance and forwarding of a communication to any director does not imply that the director owes or assumes any fiduciary duty to the person submitting the communication, all such duties being only as prescribed by applicable law.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, our directors and executive officers, and any persons holding more than 10% of our common stock, are required to report their beneficial ownership and any changes therein to the SEC and us. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based solely on a review of copies of such reports and information provided to us by such persons, we believe that, with respect to the fiscal year ended December 31, 2018, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.