
Murray International Trust PLC 61
Strategic Report Governance Overview General Portfolio Corporate Information Financial Statements
The Role of the Chair and Senior Independent Director
The Chair of the Company is responsible for providing
effective leadership to the Board, by setting the tone of the
Company, demonstrating objective judgement and
promoting a culture of openness and debate. The Chair
facilitates the effective contribution, and encourages
active engagement, by each Director. In conjunction with
the Company Secretary, the Chair ensures that Directors
receive accurate, timely and clear information to assist
them with effective decision-making. The Chair leads the
evaluation of the Board and individual Directors, and acts
upon the results of the evaluation process by recognising
strengths and addressing any weaknesses. The Chair also
engages with major shareholders and ensures that all
Directors understand shareholder views.
The Senior Independent Director acts as a sounding board
for the Chair and acts as an intermediary for other Directors,
when necessary. Working closely with the Nomination
Committee, the Senior Independent Director takes
responsibility for an orderly succession process for the Chair,
and leads the annual appraisal of the Chair’s performance.
The Senior Independent Director is also available to
shareholders to discuss any concerns they may have. Mrs
Mackesy, the current Senior Independent Director, will be
retiring from the Board in April 2025 and with effect from the
close of business of the AGM on 24 April 2025, Ms Colquhoun
will become Senior Independent Director.
Management of Conflicts of Interest
No Director has a service contract with the Company
although Directors are issued with letters of appointment.
The Directors’ interests in contractual arrangements with the
Company are as shown in note 21 to the financial
statements and the Directors’ Remuneration Report. No
Directors had any other interest in contracts with the
Company during the period or subsequently.
The Board has a procedure in place to deal with a
situation where a Director has a conflict of interest, as
required by the Companies Act 2006. As part of this
process, the Directors are required to disclose other
positions held and all other conflict situations that may
need to be authorised either in relation to the Director
concerned or his or her connected persons. The Board
considers each Director’s situation and decides whether
to approve any conflict, taking into consideration what is in
the best interests of the Company and whether the
Director’s ability to act in accordance with their wider
duties is affected. Each Director is required to notify the
Company Secretary of any potential or actual conflict
situations that will need authorising by the Board.
Authorisations given by the Board are reviewed at each
Board meeting. All proposed significant external
appointments are also required to be approved, in
advance, by the Chair and then communicated to other
Directors for information.
The Company has a policy of conducting its business in an
honest and ethical manner. The Company takes a zero
tolerance approach to bribery and corruption and has
procedures in place that are proportionate to the
Company’s circumstances to prevent them. The Manager
also adopts a group-wide zero tolerance approach and
has its own detailed policy and procedures in place to
prevent bribery and corruption. Copies of the Manager’s
anti-bribery and corruption policies are available on
its website.
In relation to the corporate offence of failing to prevent
tax evasion, it is the Company’s policy to conduct all
business in an honest and ethical manner. The Company
takes a zero-tolerance approach to facilitation of tax
evasion whether under UK law or under the law of any
foreign country and is committed to acting professionally,
fairly and with integrity in all its business dealings
and relationships.
Corporate Governance
The Corporate Governance Statement forms part of the
Directors’ Report. The Company is committed to high
standards of corporate governance. The Board is
accountable to the Company’s shareholders for good
governance and this statement describes how the
Company has applied the principles identified in the UK
Corporate Governance Code as published in July 2018
(the “UK Code”), which is available on the Financial
Reporting Council’s (the “FRC”) website:
frc.org.uk.
The Board has also considered the principles and
provisions of the AIC Code of Corporate Governance as
published in February 2019 (the “AIC Code”). The AIC
Code addresses the principles and provisions set out in the
UK Code, as well as setting out additional provisions on
issues that are of specific relevance to the Company. The
AIC Code is available on the AIC’s website:
theaic.co.uk.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been endorsed
by the FRC, provides more relevant information
to shareholders.
The Board confirms that, during the year, the Company
complied with the principles and provisions of the AIC
Code and the relevant provisions of the UK Code, except
as set out overleaf.