Terms of Reference of the Management Engagement Committee

Important Information

We want to make investing with us simple and straightforward for all of our clients.

Please select your investor type from the options below.

Alternatively you can register or log in to an existing account.

Please note that by making your selection here you are agreeing to the Woodford Investment Management Ltd Privacy Statement and to our Terms and Conditions.

Woodford Patient Capital Trust plc

Membership

  • Members of the Management Engagement Committee shall be appointed by the Board in consultation with the chairman of the Management Engagement Committee. The Management Engagement Committee shall be made up of the Board.
  • All members of the Management Engagement Committee shall be independent non-executive Directors.
  • Only members of the Management Engagement Committee have the right to attend Management Engagement Committee meetings. However, other individuals such as representatives from the Portfolio Manager and the Manager may be invited to attend all or part of any meeting as and when appropriate.

Chairman

  • The Management Engagement Committee shall be chaired by the chairman of the Board.
  • In the absence of the chairman of the Management Engagement Committee and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meetings of the Management Engagement Committee.

Secretary

  • The Company Secretary (or his/her delegate) or such other person as the Board may determine from time to time shall be the secretary of the Management Engagement Committee.
  • The secretary of the Management Engagement Committee or his/her delegate shall attend meetings of the Management Engagement Committee to take minutes.
  • In the absence of the secretary of the Management Engagement Committee, the members present at the meeting shall elect another person to act as the secretary for the purposes of that meeting.

Quorum

  • The quorum necessary for the transaction of business of the Management Engagement Committee shall be two members, each of whom shall be an independent non-executive Director.
  • The secretary shall ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly. The relevant member of the Management Engagement Committee shall not be counted towards the quorum and he/she must abstain from voting on any resolution of the Management Engagement Committee in which he/she and/or his/her associates have a material interest.
  • A duly convened meeting of the Management Engagement Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Management Engagement Committee.

Frequency of meetings

  • The Management Engagement Committee shall meet at least once a year and at such other times as the chairman of the Management Engagement Committee shall require.
  • Any member of the Management Engagement Committee may request a meeting if he/she considers that one is necessary.

Attendance at meetings

  • Members of the Management Engagement Committee may attend meetings of the Management Engagement Committee either in person or through other telephonic and/or electronic means of communication.
  • Should any member of the Management Engagement Committee wish to attend a meeting through telephonic and/or electronic communications, prior arrangements shall be made with the secretary of the Management Engagement Committee.

Notice of meetings

  • Meetings of the Management Engagement Committee shall be summoned by the secretary of the Management Engagement Committee at the request of any of its members or at the request of the chairman of the Management Engagement Committee.
  • Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Management Engagement Committee, and to any other person required to attend within a reasonable time prior to the date of the meeting. Supporting papers shall be sent to Management Engagement Committee members and to other attendees as appropriate, within a reasonable time prior to the date of the meeting.
  • Any member of the Management Engagement Committee shall be entitled, by notice to the secretary of the Management Engagement Committee, to include other matters relevant to the functions of the Management Engagement Committee in the agenda of a Management Engagement Committee meeting.

Minutes of meetings

  • The secretary of the Management Engagement Committee (or his/her delegate) in attendance at the meetings of the Management Engagement Committee shall minute in sufficient detail all proceedings and resolutions of all such meetings, including the names of those present and in attendance. The minutes should also include any concerns raised by any member of the Management Engagement Committee and/or dissenting views expressed.
  • Draft minutes of the Management Engagement Committee meetings shall be sent to all Management Engagement Committee members for their comments within a reasonable time after the meeting. Once they are agreed, the secretary of the Management Engagement Committee shall circulate the final version of the minutes, and reports of the Management Engagement Committee, to all members of the  Management Engagement Committee and to all members of the Board, unless it is considered inappropriate to do so.
  • Minutes of the Management Engagement Committee meetings shall be kept by the secretary of the Management Engagement Committee and shall be available for inspection by any member of the Management Engagement Committee or Director at any reasonable time on reasonable notice.

Annual general meeting

  • The chairman of the Management Engagement Committee shall attend the annual general meeting of the Company and be prepared to respond to any Shareholder questions on the Management Engagement Committee’s activities.

Duties

  • The Management Engagement Committee shall be responsible for:
    • monitoring and evaluating the Portfolio Manager’s investment performance and compliance with the terms of the Portfolio Management Services Agreement and, if necessary, providing appropriate guidance, which may include considering the merit of obtaining an independent appraisal of the Portfolio Manager’s services on a regular basis;
    • requiring the Portfolio Manager to provide attribution and volatility analyses and considering whether this should be published at least annually;
    • reviewing the terms of the Portfolio Management Services Agreement annually to ensure that the terms thereof conform with market and industry practice and remain in the best interests of Shareholders and making recommendations to the Board on any variation to the terms of the Portfolio Management Services Agreement which it considers necessary or desirable;
    • reviewing the terms of the Management Agreement annually to ensure that the terms thereof conform with market and industry practice and remain in the best interests of Shareholders and making recommendations to the Board on any variation to the terms of the Management Agreement which it considers necessary or desirable;
    • reviewing and making the appropriate recommendations to the Board as to whether the continuing appointment of the Portfolio Manager and the Manager are in the best interests of the Company and Shareholders, and the reasons for this recommendation;
    • monitoring compliance by providers of other services to the Company with the terms of their respective agreements from time to time;
    • reviewing the level and method of remuneration of the Portfolio Manager, the basis on which the performance fees (if any) are calculated with a view to ensuring that any such performance fee does not encourage risk and that it rewards demonstrably superior performance by the Portfolio Manager against the stated objectives of the Company when compared to a suitable benchmark and the notice period of the Portfolio Manager, pursuant to the terms of the Portfolio Management Services Agreement, and the notice period of the Manager, pursuant to the terms of the Management Agreement, giving due consideration to the competitive position of the Company against the peer group;
    • reviewing, considering and recommending any amendments to the terms of the appointment and remuneration of providers of other services to the Company; and
    • considering any points of conflict of interest which may arise between the providers of services to the Company.

Reporting responsibilities

  • The chairman of the Management Engagement Committee shall report formally to the Board after each meeting on all matters within its duties and responsibilities.
  • The Management Engagement Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
  • The Management Engagement Committee shall compile an annual report on its role and activities to be included in the Company’s annual report, setting out its decisions and rationale in relation to its review of the Portfolio Manager’s performance.

Others

  • The Management Engagement Committee shall have access to sufficient resources in order to carry out its functions and discharge its duties. In the event that the Management Engagement Committee determines that it has insufficient resources, it may make a request for additional resources to the Portfolio Manager and/or Manager, as appropriate. If the request for additional resources is denied, the Management Engagement Committee may, if it chooses, make a request to the Board. The Board shall convene a Board meeting as soon as reasonably practicable to consider the request.
  • All members of the Management Engagement Committee shall have access to the advice and services of the secretary of the Management Engagement Committee with a view to ensuring that procedures of the Management Engagement Committee and all applicable rules and regulations are followed.
  • In the event that the Management Engagement Committee or any member of the Management Engagement Committee requires access to independent professional advice in connection with his/her duties, a request may be made to the Company. All such requests shall be processed in accordance with the Company’s pre-defined procedures for seeking independent professional advice at the Company’s expense.
  • Every member of the Management Engagement Committee shall give sufficient time and attention to his/her duties as a member of the Management Engagement Committee. He/she shall give the Company the benefit of his/her skills and expertise through regular attendance and active participation.
  • The Management Engagement Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
  • The Management Engagement Committee shall work and liaise as necessary with all other Board committees.

Authority

  • The Management Engagement Committee is authorised by the Board to investigate any activity within its terms of reference.

Definitions

In this Handbook, unless the context requires otherwise, the following definitions shall apply:
Board means the Board of Directors of the Company
Company means Woodford Patient Capital Trust plc
Company Secretary means the company secretary of the Company from time to time
Directors means the directors of the Company from time to time
Manager means Capita Financial Managers Limited
Portfolio Manager means Woodford Investment Management LLP
Shareholders means the shareholders of the Company

What are the risks?

  • Young businesses have a different risk profile to mature blue-chip companies – risks are much more stock-specific, which implies a lower correlation with equity markets and the wider economy
  • Long-term outcomes are more binary – extremely attractive rewards for success but some businesses will inevitably fail to fulfil their potential and this may expose investors to the risk of capital losses
  • As it can take years for young businesses to fulfil their potential, this investment requires patience
  • The value of the trust as well as any income it pays will fluctuate which may partly be the result of exchange rate changes
  • The price of shares in the trust is determined by market supply and demand, and this may be different to the net asset value of the trust
  • The trust may invest in overseas securities and be exposed to currencies other than pound sterling
  • The trust may invest in unquoted securities, which may be less liquid and more difficult to realise than publicly traded securities

Important information

We do not give investment advice so you need to decide if an investment is suitable for you. If you are unsure whether to invest, you should contact a financial adviser. The trust currently intends to conduct its affairs so that its securities can be recommended by IFAs to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The securities are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an investment trust.

Woodford Investment Management Ltd is authorised and regulated by the Financial Conduct Authority (firm reference number 745433). Incorporated in England and Wales, company number 10118169. Registered address 9400 Garsington Road, Oxford OX4 2HN.

Woodford Patient Capital Trust plc is incorporated in England and Wales, company number 09405653. Registered as an investment company under section 833 of the Companies Act 2006. Registered address Beaufort House, 51 New North Road, Exeter, EX4 4EP.

The Woodford Funds (Ireland) ICAV (the “Fund”) has appointed as Swiss Representative Oligo Swiss Fund Services SA, Av. Villamont 17, 1005 Lausanne, Switzerland. The Fund’s Swiss paying agent is Neue Helvetische Bank AG. All fund documentation including, Prospectus, Key Investor Information Documents, Instrument of Incorporation and financial reports may be obtained free of charge from the Swiss Representative in Lausanne. The place of performance and jurisdiction for all shares distributed in or from Switzerland is at the registered office of the Swiss Representative. Fund prices can be found at www.fundinfo.com.

© 2018 Woodford Investment Management Ltd.
All rights reserved.

Are you sure?

By disagreeing you will no longer have access to our site and will be logged out.

Privacy Preference Center

Experience Tracking

Lets our analytics service track you across our different websites and enables data sharing among our different marketing tools.

AMCV_[Tracker ID]@AdobeOrg (Adobe), [Tracker ID]@AdobeOrg (Adobe)
Adobe Analytics (helps us provide you with more relevant experiences and content based on your likely interests). Cookies: demdex, dextp, dpm, DST, DSTJS
Twitter personalisation (by better understanding how devices are related, Twitter can use information from one device to help personalize the Twitter experience on another device). Cookies: personalization_id
Heap Analytics (provides metrics on user behaviour and actions throughout the site). Cookies: _gid, _hp2_id.[Tracker ID],_hp2_props.[Tracker ID], _ga, _mkto_trk, optimizelyBuckets, optimizelyEndUserId, optimizelySegments, raygun4js-userid, _attribution_referrer, _csrf
Adobe Analytics (provides you with more relevant experiences and marketing messages based on your likely interests). Cookies: _tmae ,ev_sync_dd,ev_sync_yh,everest_g_v2,gglck

Traffic Metrics

Allows Woodford to aggregate information on website usage and popular content

_ga, _gid
Google Analytics (tracks and reports website traffic and user behaviour): Cookie: CONSENT
New Relic (application and server performance monitoring – allows us to spot problems with our website code and improve them to keep things running smoothly). Cookie: JSESSIONID
Adobe Analytics (provides you with more relevant experiences and marketing messages based on your likely interests). Cookies: __qca,__smToken, _ga, _mkto_trk, _rtbmedia

Search History

Populates the 'recent searches' section of the website navigation.

wf__recent_searches_untracked

Close your account?

Your account will be closed and all data will be permanently deleted and cannot be recovered. Are you sure?