We work towards key Environmental, Social and Governance (ESG) best practices and always do our part to be responsible and compliant with all the relevant regulations. The Board has established corporate governance arrangements in consideration with the principles and recommendations of the 2018 UK Corporate Governance Code (“the Code”) issued by the Financial Reporting Council.
Company Purpose
Our purpose is to deliver enhanced long-term value to our stakeholders by balancing our investments risks and avoiding the distraction of short-term cycles with a focus on developing the business through sustainable profit growth.
Company Strategy
Our strategy is currently twofold:
We invest in a balanced thematic portfolio of funds by leveraging our long-term relationships and through our detailed insights and analysis; and we invest in maritime logistic services providing best in class innovative solutions in a rapidly growing market.
Company Values
Our values are as follows:
- We invest and develop our business for the long-term in a sustainable manner without pressure to produce short-term results at the expense of long-term value creation;
- We have meaningful long-term relationships with our stakeholders; and
- We act ethically in all our dealings.
The Board continually assesses and monitors the corporate culture of the Company.
The Board
The Board is comprised of five non-executive Directors.
Three of the five Directors are considered by the Board to be independent under the Code: Mr Andrey Berzins, Ms Caroline Foulger and Ms Fiona Beck. The Board has appointed Ms Caroline Foulger as the Chair and Mr Andrey Berzins as the senior independent Director.
In accordance with the Company’s byelaws, all Directors are subject to annual re-election by shareholders and if eligible, offer themselves for re-election until the following Annual General Meeting.
Newly appointed Directors are subject to election at the first Annual General Meeting following their appointment to the Board. A Director retiring upon the expiration of a term of office at an annual general meeting shall be eligible for reappointment for a further term. The Board, led by the Nomination Committee, considers on a regular basis how to refresh itself.
Non-executive Directors hold letters of appointment. The Board is satisfied that Directors' other commitments do not conflict with their ability to carry out effectively their duties as Directors of the Company. The Board ensures that non-executive Directors have sufficient time to undertake their duties through reviewing their other directorships, monitoring attendance and participation at Board meetings.
The division of responsibilities between the Chair, the senior independent non-executive Director and executive management have been clearly established, set out in writing, and agreed by the Board. The division of responsibilities are available here.
Conflicts of Interest
The Board has in place a procedure for the consideration and authorisation of conflicts or possible conflicts of interest with the Company’s interests annually including those resulting from significant shareholdings. If a Director has a conflict of interest, he/she leaves the meeting prior to discussion unless requested to remain and leaves determination of such matters to the other Directors. The Board ensures that the influence of third parties does not compromise or override independent judgement by requiring disclosure of outside interests, encouraging a culture of openness and debate amongst Board members and promoting independent thought.
Board Evaluation
The Board undertakes an annual formal performance evaluation of the effectiveness of its Committees and individual Directors which includes strategy, governance, and independent thinking. The process involves completion of internally prepared questionnaires. The Chair discusses their responses with each Director and then reports verbally the results of the process to the Board. The Board discusses the results highlighting any areas for improvement.
Board Diversity Policy
The Board is comprised of individuals who collectively have a range of skills to implement the Company’s strategy. All appointments and reappointments are made on merit judged against objective criteria within the context of the balance of skills and backgrounds that the Board requires to implement the Company’s strategy and to function optimally as a collective.
The Board believes that the Company and its stakeholders will benefit from a Board with diversity of skills, knowledge, experiences, backgrounds and perspectives. Diversity also considers age, gender, ethnicity, nationality, educational or professional background, culture and personal styles and perspectives.
Remuneration
Non-executive Directors’ fees are set within limits set in the Company’s Articles of Association. The present limit is US$900,000 in aggregate per annum and the approval of shareholders in a General Meeting is required to change this amount. The remuneration of non-executive Directors is reviewed every three years. Levels of remuneration for the Chair and all non-executive Directors reflect the time commitment and responsibilities of the role and are benchmarked against comparable companies and considering the Board evaluation.
The Board of Wilson Sons is responsible for all remuneration matters relating to Wilson Sons and its subsidiaries. Mr William Salomon and Mr Christopher Townsend receive Directors’ fees from Wilson Sons in addition to their fees as Directors of Ocean Wilsons Holdings Limited.
Audit and Risk Committee
The Audit and Risk Committee is comprised of two non-executive independent Directors: Mr Andrey Berzins (Chair) and Ms Fiona Beck.
The Committee’s terms of reference are reviewed annually and are available here.
Remuneration and Management Oversight Committee
The Remuneration and Management Oversight Committee is comprised of three non-executive Directors: Ms Fiona Beck (Chair), Mr Andrey Berzins and Ms Caroline Foulger.
The Company’s remuneration policy aims to align the interests of the executive Directors with those of shareholders. The overriding objective is to ensure that the Company’s executive remuneration policy encourages, reinforces and rewards the delivery of sustainable shareholder value. The Committee is responsible for setting non-executive Directors’ fees. Fees are structured as a basic fee for Board membership and an additional fee for any Committee chair. The Committee believes that an effective remuneration strategy plays an essential part in the future success of the Company.
The Committee’s terms of reference are reviewed annually and are available here.
Nomination Committee
The Nomination Committee is comprised of two independent non-executive Directors: Ms Caroline Foulger (Chair) and Mr Andrey Berzins. Mr William Salomon is also a member who is not considered an independent Director.
The Committee’s terms of reference are reviewed annually and are available here.