Governance

The Board attaches great importance to ensuring that the Company operates to high ethical and compliance standards. In addition, the Board seeks to observe the principles set out in the AIC Code of Corporate Governance, established specifically for investment trust companies and endorsed by the Financial Reporting Council. By following the Code, the Company continues to meet its obligations in relation to the FRC’s UK Corporate Governance Code.

Stewardship/Engagement

As a major asset owner, the portfolio manager and investment team recognise their wider stewardship responsibilities to their clients.

To this end, they support the introduction of the FRC Stewardship Code which sets out the responsibilities of institutional shareholders in respect of the companies they invest in.

The investment team endorses the Stewardship Code for its UK investments and supports the principles as best practice elsewhere. The portfolio managers believe that regular contact with the companies in which they invest is central to their investment process and recognise the importance of being an ‘active’ owner on behalf of their clients.

The portfolio managers believe that companies should act in a socially responsible manner. Although their priority at all times is the best economic interests of their clients, they recognise that, increasingly, non-financial issues such as social and environmental factors have the potential to impact the share price, as well as the reputation of companies. Specialists within RWC’s environmental, social and governance team are tasked with assessing how companies deal with and report on social and environmental risks and issues specific to their industry.

Explanation of sustainable value

The Board believes that any investment made for the long term must be in businesses that are run in line with sustainable principles and this is how it has instructed RWC to run the investment portfolio of Temple Bar. By ‘sustainable value’ we mean we will seek to find a subset of value stocks where there is a business model that is sustainable in all senses for the longer term, i.e. the manager will invest in companies which it believes will be profitable in 5 or 10 years’ time even against the background of global pandemics and climate change. This is an approach RWC has adopted for many years, it feels the sustainable aspect is key to long-term investing, as highlighted in the selection/research process.

Independence of Directors

Each of the Directors is independent of any association with the manager and has no other relationships or circumstances which might be perceived to interfere with the exercise of independent judgement.

One of the four Directors (Arthur Copple) has served on the Board for more than nine years from the date of their first election, but given the nature of the Company as an investment trust and the strongly independent mindset of the individuals involved, the Board is firmly of the view that all of the Directors can be considered to be independent.

In arriving at this conclusion the Board makes a clear distinction between the activities of an investment trust and a conventional trading company. An investment trust has no employees or executive Directors, the only significant relationship being with the Portfolio Manager. In overseeing this relationship it is the view of the Board that long service aids the understanding, judgement, objectivity and independence of the Directors and in no way detracts from any of these qualities.

Audit & Risk Committee

Terms of reference governing the operation of the committee can be found here.

Voting at AGM

The Annual General Meeting of Temple Bar Investment Trust PLC was held on Thursday, 13 May 2021.

All resolutions were passed.

The proxy votes cast on each resolution can be seen here.

Nomination Committee

Terms of reference governing the operation of the committee can be found here.

Tax evasion

The Board of Temple Bar is committed to zero tolerance towards the criminal facilitation of tax evasion.

Management Engagement Committee

Terms of reference governing the operation of the committee can be found here.

Matters reserved for the Board

The schedule of matters reserved for the Board can be found here.

Responsibilities of the Chairman

The responsibilities of the Chairman can be found here.

Responsibilities of the Senior Independent Director

The responsibilities of the Senior Independent Director can be found here.