AGM Information • Oct 11, 2021
AGM Information
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(Company No. 41996) (the 'Company')
If you are in any doubt about the contents of this document or the action you should take, you should consult immediately your stockbroker, bank manager, solicitor, accountant or other financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or otherwise transferred all of your shares in Ruffer Investment Company Limited, please send this document and Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Please refer to the explanatory notes for details regarding covid-19 restrictions.
Notice is hereby given that the Seventeenth Annual General Meeting of the Company (AGM) will be held at Sarnia House, Le Truchot, St Peter Port, Guernsey, Channel Islands on 3 December 2021 at 12 noon.
| RESOLUTION ON FORM OF PROXY |
AGENDA | ||
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| Ordinary Resolution 1 | 1 | In the absence of the Chairman of the Board, or failing him a Director of the Company, or failing them any members present, to elect an authorised representative of the Corporate Secretary to act as Chairman of the AGM in accordance with Article 24.4 of the Articles of Incorporation. |
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| Ordinary Resolution 2 | 2 | To receive and approve the Annual Financial Report of the Company for the year ended 30 June 2021. |
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| Ordinary Resolution 3 | 3 | To receive and approve the Directors' Remuneration Report included in the Annual Financial Report of the Company for the year ended 30 June 2021. |
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| Ordinary Resolution 4 | 4 | To re-elect Deloitte LLP as Auditor of the Company until the conclusion of the next Annual General Meeting. |
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| Ordinary Resolution 5 | 5 | To authorise the Board of Directors to determine the Auditor's remuneration. |
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| Ordinary Resolution 6 | 6 | To re-elect Christopher Russell as a Director of the Company. | |
| Ordinary Resolution 7 | 7 | To re-elect Jill May as a Director of the Company. | |
| Ordinary Resolution 8 | 8 | To re-elect David Staples as a Director of the Company. | |
| Ordinary Resolution 9 | 9 | To re-elect Shelagh Mason as a Director of the Company | |
| Ordinary Resolution 10 | 10 | To re-elect Nicholas Pink as a Director of the Company. | |
| Ordinary Resolution 11 | 11 | To approve the Company's dividend policy to continue to pay two interim dividends with the objective of distributing a minimum of 85% of the Company's net revenue each year. |
| Special Resolution 1 | 12 | To consider and approve that the Company, be and is hereby generally and unconditionally authorised in accordance with section 315 of The Companies (Guernsey) Law, 2008, as amended, (the 'Law') to make market acquisitions as defined in the Law of its Unclassified Shares of 0.01p each (the 'Shares'), provided that |
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| i the maximum number of Shares hereby authorised to be acquired by the Company be 14.99% of the Shares in issue at the date of this resolution |
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| ii the minimum price (exclusive of expenses) which may be paid for a Share is 0.01p, being the nominal value per share |
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| iii the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than the higher of (i) 5% above the average market value of a Share for the five business days prior to the day the purchase is made and (ii) the value of a Share calculated on the basis of the higher of the price quoted for the last independent trade and the highest independent bid for any number of the Shares on the trading venue where the purchase is carried out) |
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| iv acquisitions may only be made pursuant to this authority if the Shares are (at the date of the proposed acquisition) trading on the London Stock Exchange at a discount to the lower of the undiluted or diluted Net Asset Value |
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| v the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2022 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time and |
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| vi the Company may make a contract to acquire Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Shares pursuant to any such contract. |
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| Special Resolution 2 | 13 | That pursuant to 7(2)(g) of the Articles, the provisions of Article 7(2)(b) of the Articles shall not apply and shall be excluded in relation to the issue of up to an aggregate number of equity securities (as defined in the Articles) as represents 10% of the number of Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry |
| make an offer or agreement which would or might require Shares to be allotted after such expiry and the Directors may allot Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired. |
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| Special Resolution 3 | 14 | That the Articles be amended as follows a the following be inserted as a new Article 22.2(A) immediately following Article 22.2 – |
| 'The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to participate and vote at the meeting.' |
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| b Article 22.3 be amended by adding the words 'or the participating Member can read what is said or communicated.' to the end of such Article. |
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| c Article 22.4 be amended by adding the words 'or read what is said or communicated' immediately following the existing words 'hear and speak to each other'. |
By Order of the Board
For and on behalf of Praxis Fund Services Limited As Secretary
11 October 2021
The States of Guernsey, as part of their response to the Covid-19 pandemic, have significantly reduced isolation requirements for people arriving in Guernsey who are fully vaccinated in the Common Travel Area, the European Free Trade Association (comprising Iceland, Liechtenstein, Norway and Switzerland), the EU or British Overseas Territories. Up to date information can be found at covid19.gov.gg. However, if the current restrictions on inbound travel and isolation requirements introduced by the States of Guernsey in response to the Covid-19 pandemic remain in place at the time scheduled for the Annual General Meeting, physical attendance at the Meeting may be difficult for certain Shareholders, proxies and corporate representatives. Shareholders should carefully consider whether or not it is appropriate to attend the Annual General Meeting if the guidance remains the same or becomes more restrictive. The situation in respect of Covid-19 may change rapidly, and Shareholders should note that further changes may need to be put in place at short notice in relation to the Annual General Meeting.
If a Shareholder appoints someone other than the chairman of the meeting as their proxy, that proxy may not be able to attend the Annual General Meeting physically and/or cast that Shareholder's vote. Similarly, if a Shareholder appoints a corporate representative, that corporate representative may not be able to attend the Annual General Meeting physically and/or cast that Shareholder's vote. As such, the Board encourages all Shareholders to appoint the chairman of the meeting as their proxy as early as possible in order to vote on the matters being considered at the Annual General Meeting.
As it may be difficult for certain Shareholders to attend the Annual General Meeting physically for the reasons set out above, each resolution will be taken on a poll, which the Board feels is the fairest approach in the circumstances. Therefore, all valid proxy votes exercised by the chairman of the meeting, whether submitted electronically or in hard copy form, will be included in the votes to be taken at the Annual General Meeting.
Updates on any changes to the proceedings of the Annual General Meeting will be published on the Company's website ruffer.co.uk/ric and will be notified by the Company through a Regulatory Information Service announcement.
As Shareholders may not be able to attend the Annual General Meeting, Shareholders are asked to submit any questions on the business to be dealt with at the Annual General Meeting to the Company Secretary via [email protected] in advance of the Annual General Meeting. The Company Secretary will then endeavour to respond to relevant Shareholder queries.
Under the Law, Guernsey-registered companies are not required to publish a Directors' Remuneration Report. However, in consideration of best practices in corporate governance the Company has included details of its Directors' remuneration within the Annual Financial Report for the year ended 30 June 2021 and an ordinary resolution will be proposed seeking shareholder approval of the Directors' Remuneration Report. This is an advisory rather than a binding vote.
Resolutions 6 to 10, which are ordinary resolutions, propose the annual re-election of each of the Directors of the Company. The Company's Articles of Incorporation prescribe that, at each Annual General Meeting, one-third of the Directors shall retire from office and may offer themselves for reelection. However, in line with best practice, the Board has determined that all of the Directors should stand for re-election at each Annual General Meeting.
The Board remains satisfied that the individual contributions of each Director are, and would continue to be, important to the Company's long-term sustainable success. Accordingly, each of the Directors is being proposed for re-election. Biographical details for each of the Directors standing for re-election, and details of their individual contributions to the operation of the Board during the year, are set out below:
Christopher Russell, aged 72 and a resident of Guernsey, is a non-executive director of investment and financial companies. These include Hanseatic Asset Management Ltd, a family office in Guernsey, and JPMorgan Global Core Real Estate Assets Ltd, a vehicle which invests in unlisted global JPMorgan real estate and infrastructure funds. Prior to a non-executive career, Chris was a director of Gartmore Investment Management plc, where he was Head of Gartmore's businesses in the US and Japan. Before that he was a holding board director of the Jardine Fleming Group in Asia, resident in Japan then Hong Kong. Prior to joining Flemings in London, he was with Phillips & Drew Asset Management. He is a Fellow of the UK Society of Investment Professionals and a Fellow of the Institute of Chartered Accountants in England and Wales. He was commissioned by John Wiley to publish in 2006 'Trustee Investment Strategy for Endowments and Foundations'. Mr. Russell was appointed to the Board on 1 December 2016 and became Chairman of the Board on 4 December 2020.
Mr Russell brings extensive industry and market experience to the Board having spent over 50 years in the financial services sector and has been a Director of the Company since 2016. The Board therefore recommends that shareholders vote in favour of Mr Russell's re-election at the AGM.
Jill May, aged 60 and a resident of the United Kingdom, has 25 years' experience in investment banking, 13 years in M&A with S.G. Warburg & Co. Ltd. and 12 years as a Managing Director at UBS, focused on group strategy and organisational change. She has broad knowledge of investment banking, asset management and private banking in the UK and EMEA. She is an External Member of the Prudential Regulation Committee of the Bank of England and was a non-executive director of the CMA from its inception in 2013 until October 2016, and a Panel Member of the CMA until 2018. She is a non-executive director of JPMorgan Claverhouse, a UK listed investment trust, Standard Life Investments Property Income Trust, a UK-listed REIT, and AlphaFMC, a UK-listed financial consulting company. Mrs May was appointed to the Board on 17 March 2017 and became Senior Independent Director on 4 December 2020.
Mrs May brings valuable investment banking experience to the Board. Throughout the year, Mrs May has held the position of Chair of the Management Engagement Committee, which is responsible for overseeing the business operations of each key service provider, scrutinising their performance and ensuring their objectives remain aligned with those of the Company. The Board recommends that shareholders vote in favour of Mrs May's re-election at the AGM.
David Staples, aged 64 and a resident of Guernsey, is a fellow of the Institute of Chartered Accountants in England and Wales and an associate of the Chartered Institute of Taxation. He also holds the Institute of Directors' Diploma in Company Direction. For thirteen years until 2003, Mr Staples was a partner with PricewaterhouseCoopers (PwC) and led the tax practice in the South East of England advising several large family and owner-managed businesses. He was also a member of the management board of the firm's London and South East Middle Markets Tax Practice. Since leaving PwC, Mr Staples has joined the boards of several listed companies as a non-executive director. He has served as chairman of MedicX Fund Limited and chairman of the audit committees of Henderson Far East Income Limited and Aberdeen Private Equity Fund Limited. He is currently a director of NB Global Monthly Income Fund Limited and Baker Steel Resources Trust Limited, both of which are listed on the London Stock Exchange. Mr Staples was appointed to the Board on 2 March 2018.
Throughout the year, Mr Staples has held the position of Chairman of the Audit & Risk Committee, which is an integral function of the Company's overall governance framework. He has provided significant time commitment leading the Committee and overseeing the delivery of the Company's reporting commitments for the year ended 30 June 2021 whilst maintaining an effective relationship with the Company's auditor. Furthermore, the Audit & Risk Committee is responsible for overseeing the effective operation of the Company's internal risk management framework, in conjunction with the Investment Manager. The Board therefore recommends that shareholders vote in favour of Mr Staples' re-election at the AGM.
Shelagh Mason, aged 62 and a resident of Guernsey, is a solicitor specialising in English commercial property. She retired as a consultant with Collas Crill LLP in October 2020. She is also non-executive Chairman of the Channel Islands Property Fund Limited, sits on the Board of Riverside Capital PCC and Skipton International Limited, a Guernsey Licensed bank, and is a non-executive director of The Renewables Infrastructure Group Limited, a FTSE 250 company. Mrs Mason also sits on the board of Starwood European Real Estate Finance Limited, a London-listed company. Previously, Mrs Mason was a member of the board of directors of Standard Life Investments Property Income Trust Limited, a property fund listed on the London Stock Exchange, for 10 years until December 2014. She retired from the board of MedicX Fund Limited, a main market listed investment company investing in primary healthcare facilities, in 2017 after 10 years on the board. She is a past Chairman of the Guernsey Branch of the Institute of Directors, a member of the Chamber of Commerce and the Guernsey International Legal Association, and she also holds the IOD Company Direction Certificate and Diploma with distinction. Mrs Mason was appointed to the Board on 1 June 2020.
Mrs Mason has an extensive legal background, as well as experience of being a director of a number of investment funds, including a FTSE 250 company. The Board therefore recommends that shareholders vote in favour or Mrs Mason's re-election at the AGM.
Nicholas Pink, aged 53 and a resident of the United Kingdom, has extensive senior management experience in financial services with previous roles at UBS Investment Bank, including Global Head of Research, Head of European Research, Head of Asia Research and Head of European Equities. Prior to this he was Head of European Utilities Research at UBS Investment Bank. He is a non-executive director of JPMorgan Russian Securities plc, a UK-listed investment trust, and of Redburn Europe Limited, an independent provider of research and execution services to institutional investors. Mr Pink was appointed to the Board on 1 September 2020.
Mr Pink is the most recent addition to the Board and has wide experience of capital markets together with experience in ESG investment. The Board therefore recommends that shareholders vote in favour of Mr Pink's re-election at the AGM.
Under the Articles, the Board is authorised to approve the payment of interim dividends without the need for the prior approval of the Company's shareholders. Having regard to corporate governance best practice relating to the payment of interim dividends, the Board has decided to seek express approval from shareholders of its dividend policy, which is to continue to pay two interim dividends with the objective of distributing a minimum of 85% of the Company's net revenue each year. There have been no material changes to the Company's dividend policy since last year, and full details of the policy are set out in the Annual Report. The Board does not currently expect to make any material changes to the Company's dividend policy. It should be noted that the dividend policy is not a profit forecast and
dividends will only be paid to the extent permitted by Guernsey law and subject to the working capital and liquidity requirements of the Company and its subsidiaries.
This resolution renews the share buyback authority that was given by the Company's shareholders at the previous Annual General Meeting held on 4 December 2020. Special Resolution 1 gives the Company authority to make market acquisitions of the Company's own Shares, up to a maximum of 14.99% per annum of the Company's Shares in issue (as at the time immediately following the passing of the resolution) and subject to minimum and maximum purchase prices as set out in parts ii. and iii. of Special Resolution 1. This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally.
In normal market circumstances the Directors intend to favour pro rata capital distributions ahead of Share repurchases in the market. However, if the Shares have traded at a significant and sustained discount to net asset value the Board may seek to repurchase Shares in the market. If the Board does decide that the Company should repurchase Shares, purchases will only be made through the market for cash at prices below the estimated prevailing net asset value per Share so as to result in an increase in the net asset value per Share.
The Board is aware of the stance taken by Pensions & Investment Research Consultants Ltd (PIRC) with regard to share repurchases, and its opposition to resolutions granting a general authority to undertake share buybacks. The Board also notes the efforts made by the AIC to engage with PIRC, as explained in the AIC's July 2020 note titled 'Controlling discounts and increasing shareholder value', which explains the use of share buybacks by closed-ended investment companies and how investment company practice differs from that of trading companies.
As stated above, purchases will only be made in circumstances where doing so would be accretive to existing shareholders. The Board recognises its duty under the AIC Code to monitor the Company's share price and to take action to address discounts to net asset value which are caused by imbalances in the demand and supply of shares in the market. To date, the Board has not exercised the general authority for the Company to purchase its own shares. The Board adopts a conservative approach to discount management, and would only undertake purchases after careful consideration and in consultation with advisers to establish the underlying reasons for the discount to NAV and to ensure that buying back shares would benefit long-term shareholders. The Board disagrees with PIRC's stance, and believes that share buybacks are an appropriate mechanism to control discount volatility, and that investment company shareholders understand and support the use of buybacks by boards as they have been shown to help deliver shareholder value. Accordingly, the Board recommends that shareholders vote in favour of Special Resolution 1.
Special Resolution 2, a standard resolution for investment companies listed under Chapter 15 of the UK Listing Rules, renews the authority given to the Directors by the Company's shareholders at the previous Annual General Meeting held on 4 December 2020 to allot Shares for cash without first offering them to existing holders on a pro rata basis. The number of shares allotted under this power must be less than 10% of the number of Shares in issue immediately following the passing of this resolution.
The Directors do not currently intend to issue shares pursuant to the authority granted by Special Resolution 2 other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company's shareholders to do so. The Directors confirm that no issue of new shares will be made pursuant to the authority granted by Special Resolution 2 unless, accounting for the costs of issue, the lowest market offer price of the Shares is at a premium to the latest published net asset value and therefore being NAV accretive to existing shareholders. Accordingly, the Board recommends that shareholders vote in favour of Special Resolution 2.
In recognition of the constraints on public gatherings created by the Covid-19 pandemic, and the UK government's plan to permit virtual general meetings, Special Resolution 3 proposes to amend the Articles to enable hybrid or virtual general meetings to take place going forward. If Special Resolution 3 is passed, the Directors intend to canvas the views of shareholders on the use of virtual general meetings prior to proceeding with such. A copy of the Articles is available from the Company Secretary upon request.
#[email protected] at least 48 hours before the time of the AGM. Where a form of proxy is given by email the power of attorney or other authority, if any, under which it is executed or a notarially certified copy of such power or authority must be deposited at the offices of the Company's Registrars at the above address by the appointed time. A space has been included in the form of proxy to allow shareholders to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the form of proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrar, on their helpline number: 0370 707 4040 from within the UK or on +44 370 707 4040 if calling from outside the UK for additional forms of proxy, or you may photocopy the form of proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of shares in the Company in respect of which the proxy is appointed. All forms of proxy should be returned together in the same envelope.
In the case of joint holders, any one holder may vote. If more than one holder is present at the AGM, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register of shareholders of the Company.
3 To allow effective constitution of the AGM, if it is apparent to the Chairman that no shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman
may appoint a substitute to act as proxy in his stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.
4 A corporate shareholder may by resolution of its board or other governing body, authorise such person or persons as it thinks fit to act as its representative at the AGM. Where a person is authorised to represent a corporate shareholder, he may be required to produce a certified copy of the resolution from which he derives his authority.
5 To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 5.00 p.m. on 1 December 2021 or, in the event of any adjournment, at 5.00 p.m. on the date which is two days before the time of the adjourned meeting. Changes to entries on the register of shareholders after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
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