Substantial shareholdings - At 30 September 2014 the Board was
aware that the following shareholders owned 3% or more of the
issued shares of the Company:
Number
of
Ordinary %
Shares
-------------------------------------- ----------- ------
Ironsides Partners LLC 61,495,938 23.65
Brooks Macdonald Asset Management 19,827,666 7.63
CPP Investment Board 12,492,125 4.81
Investec Wealth & Investment 12,029,798 4.63
Weiss Capital LLC 11,272,646 4.34
Barclays Stockbrokers Ltd 11,227,157 4.32
Halifax Share Dealing Limited 9,897,210 3.81
Hargreaves Lansdown Asset Management 9,327,812 3.59
Number of
Preference Shares %
----------------------------------- ------------------ ------
Forum Partners Investment
Mgmt LLC 12,096,633 41.52
Brooks Macdonald Asset Management 5,374,650 18.45
Henderson Global Investors 1,469,489 5.04
Independent auditors
KPMG Luxembourg, Société coopérative ("KPMG") has been appointed
as independent auditor of the Company with effect from 18 February
2014 and for a duration of one year. The decision on the
re-appointment of KPMG will be submitted for approval of
shareholders during the AGM to be held on 27 March 2015.
Amendment to the Articles
The Articles may be amended in accordance with the rules set out
in article 25 of the Articles.
Status for taxation
The Company is not liable for any Luxembourg tax on profits or
income, nor are distributions paid by the Company subject to any
Luxembourg withholding tax. The Company is, however, liable in
Luxembourg to a subscription tax of 0.05% per annum of its Net
Asset Value, such tax being payable quarterly on the basis of the
value of the aggregate net assets of the Company at the end of the
relevant calendar quarter. No stamp duty or other tax is payable in
Luxembourg on the issue of Shares. No Luxembourg tax is payable on
the realised capital appreciation of the assets of the Company.
Going concern
The Directors have examined significant areas of possible
financial risk and have satisfied themselves that the Group has
adequate resources to continue in operational existence for the
foreseeable future. After due consideration the Board believes it
appropriate to adopt the going concern basis for the preparation of
the financial statements. Please see note 2 to the consolidated and
separate financial statements and separate accounts.
Related Party transactions
This is detailed in Note 27 in the consolidated financial
statements.
Corporate governance
Principles statement
The Directors are committed to high standards of corporate
governance and have made it Company policy to comply with best
practice in this area and insofar as the Directors believe it is
relevant and appropriate to the Company, to comply with the UK
Corporate Governance Code published by the Financial Reporting
Council or to explain areas of non-compliance.
There is no generally applicable Luxembourg corporate governance
code for Luxembourg companies. Whilst the Luxembourg stock exchange
has issued a corporate governance code based on international
precedents, this code is not applicable to the Company.
The relevant corporate governance rules are the statutory rules
of the Luxembourg Companies Act, which are, in essence, reflected
in the constitutional documents of the Company. The Company's
application of the UK Corporate Governance Code (with which the
Company complies, and which is available at
(http://www.frc.org.uk/getattachment/a7f0aa3a-57dd-4341-b3e8-ffa99899e154/UK-Corporate-Governance-Code-September-2012.aspx)
is discussed in the following paragraphs.
Composition and Balance of the Board
The Board currently consists of four Directors, all of whom are
Non-Executive.
Tom Chandos is the Chairman of the Board.
All the Directors (Tom Chandos, Michael Chidiac, Robert
DeNormandie, William Scott) are considered independent as they have
no links with the Investment Manager, are not significant
shareholders in the Company and all have other professional
employment.
The Board believes that the Directors have a breadth of property
investment, business and financial skills and experience relevant
to the Company. Biographical details of all current Board members
are set out on the Company's website (www.iere.eu).
The Board acknowledges the Financial Reporting Council's
proposed changes to the UK Corporate Governance Code in relation to
the consideration of greater diversity within the boardroom as a
whole, including that of gender. The Board remains committed to
ensuring that the Directors of the Company possess a broad balance
of skills, experience, independence and knowledge and that there is
sufficient diversity within the composition of the Board. The
matter of Board diversity will be considered at regular intervals
and will be an integral part of the annual Board evaluation
process, however all appointments will be made on merit.
Chairman
The Board considers the Chairman to have sufficient time to
commit to the Company's affairs as necessary.
Senior Independent Director
The Board has considered the need to appoint a Senior
Independent Director, but believes that this is not appropriate due
to the size of the Board. (provision A 4.1)
The Role of the Board
The Board has determined that its role is to consider the
following principal matters which it considers are of strategic
importance to the Company and to take appropriate decisions
thereon:
1. The overall objectives of the Company, as described under
Investment Objective and Policy above, and the strategy for
fulfilling those objectives within an appropriate risk
framework.
2. The strategy followed is appropriate in light of the prevailing market conditions.
3. The capital structure of the company, including consideration
of an appropriate use of borrowings is appropriate both for the
Company and its shareholders.
4. The appointment and monitoring through regular reports and meetings of the Investment Manager, Administrator and other appropriately skilled service providers to ensure their ongoing effectiveness.
5. Review of the key elements of the Company's performance
including NAV growth and the payment of dividends.
Board decisions
At Board meetings, matters listed under the Role of the Board
above are considered and resolved by the Board. Some issues
associated with implementing the Company's strategy may be
delegated by the Board either to the Investment Manager or the
Administrator. However matters of strategic importance to the
Company are usually reserved for the Board. Generally these are
defined as large property decisions affecting either 5% or more of
the Group's assets and decisions affecting the Group's
borrowings.
A formal schedule of matters reserved to the Board has been
adopted which clearly defines the Directors'
Responsibilities and the powers of the Board are further
described in articles 6,9,10 and title III of the Articles. In
particular, the Board may decide to issue shares and to redeem the
Company's own shares subject to the conditions set out in articles
8 and 9 of the Articles of the Company.
Board performance evaluation
The Board continually reviews its performance and that of its
Committees and individual members during the financial year. The
Board's procedure for evaluating the performance of the Board, its
Committees and the individual Directors in respect of the year
ended 30 September 2014 has occurred primarily through discussion.
The evaluation process is designed to show whether individual
Directors continue to contribute effectively to the Board and to
clarify the strengths and weaknesses of the Board's composition and
processes. The Chairman takes the lead in acting upon the results
of the evaluation process. Following the annual review the Board
concluded it was operating effectively and that the Chairman and
the members of the Board had the breadth of skills required to
fulfil their role.
Accordingly, as the individual performance of the respective
Directors continues to be effective and the attendance by all
Directors at meetings of the Board during the last financial year
(see 'Board meetings') demonstrates the continued commitment of all
Directors to their respective roles, the Board therefore considers
all Directors standing for re-election at the Annual General
Meeting on 27 March 2015 should be re-elected for a period of one
year.
Re-appointment of Directors and Directors' tenure
Directors' re-appointment is subject to the Company's Articles
and UK Corporate Governance Code and the Listing rules. The
Company's Articles require that all Directors stand for
re-appointment every year.
Directors Training
Directors are provided on a regular basis with key information
on the Company's activities, including regulatory and statutory
requirements, internal control and operational/portfolio risks.
Conflicts of interest
There are no conflicts of interests between the Directors and
the Company. The Prospectus issued in November 2009 discloses the
Director's interest in Part XI, Section 3.
Insurance
Directors' and Officers' insurance is currently in place. The
Company maintains liability insurance for its Directors and
Officers.
Board meetings
The Board meets quarterly and as required from time to time to
consider specific issues reserved for the Board.
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