Syndicate - Asset Management

MAIN BOARD COMMITTEES AND DIRECTORS’ DUTIES

This section covers the SAM Board and its Committees’ responsibility.

Directors Responsibilities and Duties

Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group, and of the profit and loss of the Group for that period.  In preparing those financial statements, the Directors are required to:

Select suitable accounting policies and then apply them consistently;
Make judgements and estimates that are reasonable and prudent;
State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are also responsible for keeping proper accounting records, for safeguarding the assets of the Company and of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Additionally, Directors are responsible for acting in the best interests of shareholders and complying with the rules of the Financial Services authority.

Matters Reserved for Board Approval

The following cover all areas that require approval by the Board (and, in some instances, subsequent recommendation to shareholders) or one of its Committees.

Normal Procedures

Appointment, removal, promotion or change of the terms of Directors.Appointment or removal of the Company Secretary.
Appointment or removal of auditors, solicitors, bankers and financial advisers.
Any transaction in relation to SAM’s own book which would require announcement or notification to the London Stock Exchange or to the Takeover Panel under the rules or requirements of either of those bodies.
Entering into any joint venture agreement.
Entering into any material outsourcing contract.
Entering into any transaction which represents the commencement of a new trade for the Company or any subsidiary.
The issue of any legal proceedings (other than debt collection in the ordinary course of business).
The approval or adoption of the annual operating and capital expenditure budgets and any other operating plan or forecast.
The approval of all budgeted capital expenditure above £250,000 and unbudgeted capital expenditure in excess of £100,000 or which, in aggregate, exceeds £250,000 in any year except items of expenditure incurred in the company’s normal course of business.
Approval of business strategy and plans.
Approval of all policies, including risk, credit, large exposures, treasury, provisioning.
Approval of Corporate Governance Framework, including delegated powers and control infrastructure.
The incurring by the Company of any borrowing otherwise than in accordance with an adopted operating budget or any change to the terms of the Company’s bank facilities.
The creation of any mortgage or charge over any of the assets of the Company or any of its subsidiaries.
The giving of any guarantee or indemnity in respect of any obligations of any party other than a subsidiary.
Any increase in the share capital or loan capital of the Company or the issue of any warrants or other securities in respect thereof.
Recommendation, declaration or payment of any dividend.
The convening of any extraordinary general meeting.
The approval of any interim or preliminary announcement or results or of any audited annual accounts (including any Directors’ or Chairman’s Report to be included therein).
Any decision to form or wind up any subsidiary or to cease to carry on any business or permit any subsidiary to cease to carry on any business.
The purchase or sale of any interest in any company.
The opening or closure of any operating unit.
Any other material contract or arrangement between the Company or any subsidiary and any Director of the Company or any subsidiary.
The adoption of any share option or similar incentive scheme for Executives and senior personnel of the Company.
The establishment of any company or group pension scheme setting or changing salary bonus or other terms of employees above £100,000 p.a.
Any change to any corporate or trading name of the Company.
Any change to SAM’s own risk management or insurance policies.
Any charitable donations in excess of £2,500.
Any political donations.

Syndicate Asset Management Board Composition / Meetings

The SAM Board Meetings are normally held on a monthly basis, attended by the Directors of the Company.

The agenda for the forthcoming meetings is circulated by the Group Chief Executive prior to the meeting along with any relevant papers.

The minutes of the meeting are taken and subsequently circulated to all Board members.

The Board meetings act as a discussion forum for all issues, strategies, controls, latest Company financial statements and any other significant matters (as per the schedule of matters for collective decision (Section 3.2).  Their brief is to ensure the Company is in compliance with its responsibilities and duties detailed within this document.

The Board of Directors also collectively monitors and supervises the delegated functions of SAM through reports and discussions with the Executive Directors.

Emergency Procedures

Other than for routine business matters, any matter falling within the categories detailed in section 3.2 should be placed before the Board at regular Board meetings.  However, in exceptional circumstances where it is essential (in the view of the Executive Directors) that a decision be taken more quickly than the above requirements would allow, it may be decided by a Board meeting convened on an ad hoc basis provided that:

Reasonable efforts shall be made to contact two of the non-executive Directors to advise them of or discuss with them the matter in question.
If not already so discussed, the matter in question shall be discussed at partner level with the Company’s auditors, financial advisers and / or solicitors (if appropriate and depending on the significance of the item).
The minutes of the relevant meeting together with copies of all papers produced there and any further background information or explanation as may be appropriate in the circumstances shall be produced at the next Board meeting.
In any event, no such decision shall be taken without approval by at least two Directors, one of whom shall be a Non-Executive Director.