Our Board and governance

Our Board of Directors comprises experienced professionals, responsible for ensuring the company is run in the best interests of our shareholders.

The Board of Hansa Investment Company Limited oversees the company’s operations. It looks to ensure that the company and its investment portfolio are managed in the best interests of shareholders. The board is responsible for appointing a manager to run the underlying portfolio – currently Hansa Capital Partners LLP.

Jonathan became chair of Hansa Investment Company in June 2019. He was a Director of Hansa Trust from January 2013 until its liquidation in November 2021.

The Directors are members of every Board committee
where possible. Where a Director cannot be a
member of a committee, they will attend meetings
unless a conflict exists and it would be inappropriate
for them to be present

Audit Committee

Richard Lightowler is the Chairman of the Audit Committee. The Audit Committee consists of all independent Directors of the Board. The Audit Committee exists to assist the Board in the financial and narrative reporting of information relating to the Company, the review of the Internal Controls and Risk Management systems, the oversight of the Company’s annual audit and in the liaison with, and assessment of, the Company’s external Auditor PricewaterhouseCoopers Ltd. The Committee meets at least twice a year – timed to review the Annual and Half-Year Financial Statements prior to their approval and release.

The AIC Code of Corporate Governance (“the AIC Code”) indicates that all independent Directors can be members of the Audit Committee including, if agreed by the Board, the Chairman of the Board. The Board is of the opinion that, particularly as the Company has relatively few Directors, shareholders benefit from the views of all Directors. Therefore, Jonathan Davie, as Chairman of the Company, is also a member of this Committee. The Board further acknowledges that the AIC Code states all Committee members should be independent. Therefore, William Salomon is not a member of the Committee although attends as a non-member. The Committee reports its recommendations to the Board for final approval.

Nomination Committee

The Committee is chaired by Nadya Wells. All independent members of the Board are members of the Nomination Committee. William Salomon attends the Committee but is not a member.

The Committee reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes, as necessary. It also considers succession planning of directors, taking into account tenure and performance of board members as well as challenges and opportunities facing the Company, and what skills and expertise are, therefore, needed on the Board in the future. If a skills-gap or pending vacancy is identified, the Committee is responsible for identifying and nominating candidates to fill Board vacancies as and when they arise.

Management Engagement Committee

The Committee is chaired by Jonathan Davie. All independent members of the Board are members of the Management Engagement Committee. The Committee has two primary roles. Firstly, to review the functional and operational performance of the Portfolio Manager with the Company’s investment policy. Secondly, to review annually the performance of any other key service providers to the Company.

The level of management fees, level of service provided and the performance of the Portfolio Manager are reviewed on a regular basis to ensure these remain competitive and in the best interests of shareholders. The Board, after the annual recommendation of this Committee, considers whether the engagement of the Portfolio Manager is in the best interests of the shareholders. The Committee members also carry out periodic visits to the key service providers as well as seeking feedback on the performance of other service providers from the Portfolio Manager in its capacity as Additional Administrative Service Provider.

The Committee reports its recommendations to the Board for final approval.

Remuneration Committee

The Committee is chaired by Simona Heidempergher. All independent members of the Board are members of the Remuneration Committee. William Salomon attends the Committee but is not a member. The Committee is responsible for the broad policy for the remuneration of the Company’s Chairman and non-executive Directors pursuant to the Company’s Bye-Laws. The Committee takes into account all factors which it deems necessary. When setting the remuneration policy for Directors, the Committee reviews remuneration trends across the wider industry, including the use of external independent surveys, and considers the ongoing appropriateness and relevance of the remuneration policy. The level of directors’ fees should be set at a level which attracts and retains high calibre candidates. Fees are monitored against external benchmarks taking specific note of each Director’s duties, time commitments to properly fulfil all obligations and duties and also relative to other comparable companies in comparable currencies. No Director sets their own individual remuneration. 

The Committee reports its recommendations to the Board for final approval.

Senior Independent Director (“SID”)

During the Company’s financial year, Nadya Wells was appointed to act as the Company’s Senior Independent Director. The SID acts as a sounding board for the Chairman as well as to serve as an intermediary between the Chairman and the views of the other Directors, shareholders, other key stakeholders and the Company’s Portfolio Manager when necessary.