Directors » Corporate Governance » Country of Incorporation » Key Advisers » Significant Shareholders
This information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
City of London Investment Group PLC is an asset management group whose principal activity is providing Emerging Market asset management products to institutional investors via its principal operating company City of London Investment Management Company Limited. The Group is based in the UK and has offices in the US, Singapore and Dubai. From these locations it manages a number of open ended funds and segregated accounts. The Group's fund mandates are mainly in Emerging Markets, but it also manages Global and Natural Resource products. The Group seeks to provide capital growth for clients through active country allocation and stock selection, focused in the main on closed-end fund investment. The key objective for the Group's asset management products is to provide above average, long-term outperformance relative to the appropriate benchmarks.
Directors
A. Davison – Non Executive Chairman
Andrew Davison, a Chartered Accountant, joined County Bank Limited in 1972 and by 1984 had become Managing Director of NatWest Ventures. In 1987 he became Chairman and CEO of Business Mortgages Bank which was sold in 1991. He subsequently joined the Boards of a number of listed and unlisted companies.
B. M. Olliff – Chief Executive Officer
Barry Olliff ’s career has spanned over 40 years within the investment trust (closed-end fund) sector. He began his career in 1964 with Denny Brothers, ultimately Pinchin Denny, as a market maker in the sector. In 1979 he moved to Laing & Cruickshank as a member of their investment trust department, and became a director in 1984. In 1987, he established Olliff & Partners, the stockbroker business from which City of London was founded in the early 1990’s.
D. F. Allison – Finance Director
Doug Allison qualified as a Chartered Accountant with Ernst & Young in 1980, and has worked in the financial services sector since 1984, joining City of London in 1997. He is also an Associate of the Chartered Institute of Bankers.
C. M. Yuste – Business Development Director
Carlos Yuste holds a BS in International Relations from the University of Ottawa, and an MA in
International Political Economy from Carleton University, also in Ottawa. He worked at the
International Development Research Centre in Ottawa from 1994 to 1998, leaving to undertake
an International MBA at York University, Toronto, which he completed in 2000 before joining City
of London in the same year.
T. W. Griffith – Chief Operating Officer
Prior to joining City of London Group in 2000, Thomas Griffith held various positions in the
institutional client division of The Vanguard Group including roles as both a Client Relationship Manager and a Marketing Executive. In 1986 he obtained a bachelor’s degree in Corporate Finance and Investment Management from the University of Alabama.
O. Ashur – Non Executive Director
Omar Ashur is the chief financial officer of FMH, and has an MBA and PhD from the Wharton School of the University of Pennsylvania, in Philadelphia.
A.S. Bufferd – Non Executive Director
Allan S. Bufferd, Treasurer Emeritus of the Massachusetts Institute of Technology, is currently a director of three other public companies: Massbank Corporation, Och-Ziff Capital Management Group LLC, and Ram Holdings Ltd. In addition he serves as a director of private companies and investment funds covering diverse asset classes such as Adveq AG, Bessemer Trust BGO Fund, Boston Advisors LLC, International Data Group (“IDG”), M Funds, Makena Capital LLC, and the Morgan Stanley Prime Properties Fund. He is also a Director / Trustee of the following Non-Profit Organizations: Beth Israel Deaconess Medical Centre, Controlled Risk Insurance Company / Risk Management Foundation, The Harvard/MIT Cooperative Society, The Robert Wood Johnson Foundation, and the Jasper and Marion Whiting Foundation.
D. Cardale – Non Executive Director
David Cardale is the co-founder and Chairman of global3digital (formerly Global Investor Relations). He has worked extensively in both Corporate Finance and Private Equity. He has advised a number of fund management groups including Gartmore, Ivory & Sime and NIM, and ran the European operations of NatWest Equity Partners. He has been a director of two London listed Investment Trusts. David
Cardale holds an MBA from INSEAD.
G. A. Robb – Non Executive Director
George Robb qualified as a solicitor before becoming fully involved with the asset management sector in 1971. He was a founder director and shareholder of Aberdeen Asset Management and in 1994 established AMIC. He is a non-executive director of several companies in which AMIC is invested.
Corporate Governance
(a) The Board of Directors
The Board recognises the importance of good corporate practice and is committed to maintaining high standards of corporate governance throughout the group. The Board comprises four executive directors and four non-executive directors. The directors intend to comply with the Combined Code in such respects as are appropriate for a company of this size, nature and stage of development.
The Board meets regularly and has overall responsibility for ensuring that the group is properly led and controlled, and is accountable to shareholders for financial and operational performance. These responsibilities include the overall strategy of the group, approval of significant items of expenditure and consideration of significant financing matters pertaining to the group.
The Board has established an Audit Committee, a Remuneration Committee and a Nominations Committee (each comprising the four non-executive directors, who will invite other members of the Board to join meetings) with formally delegated duties and responsibilities.
(b) The Remuneration Committee
The Remuneration Committee is chaired by George Robb. It reviews the performance of executive directors and sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of the shareholders. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to directors and employees. The remuneration and terms of appointment of non-executive directors will be set by the Board.
The company has a remuneration policy, the aim of which is to provide, in the context of the group’s business strategy, remuneration that will attract and retain high calibre executives and staff. In order to achieve this, total rewards are set at levels that are competitive within the relevant market. Rewards are earned through the achievement of objectives based on measures consistent with shareholder interests.
(c) The Audit Committee
The Audit Committee is chaired by Andrew Davison. It meets at least twice each year and is responsible for monitoring the quality of internal control, ensuring that the financial performance of the company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls.
The finance director is invited to attend meetings but the committee meets with the auditors at least once a year without the finance director being present.
(d) The Nominations Committee
The Nominations Committee is chaired by Andrew Davison. It is responsible for reviewing and proposing appointments to the Board and the various Board committees. In addition, the committee has responsibility for reviewing the composition of the Board and for selecting candidates for appointment, to meet the desired composition.
(e) Corporate Governance in Investee Closed-End Funds
Since 1999, City of London has produced a detailed statement outlining the corporate governance procedures and policies it expects to be employed by closed-end funds in which we invest. We are now on the sixth edition of our “Statement on Corporate Governance and Voting Policy for Closed-End Funds”. In publishing this statement we attempt to capture the current best practices in the corporate governance of closed-end funds.
Corporate governance is an integral part of our investment process because it is our firm belief that a closed-end fund with poor corporate governance will generally trade at a wide discount over time. Poor corporate governance in a closed-end fund results in fund price under-performance via the widening of the discount to the Net Asset Value at which the fund trades.
Our statement is addressed to Boards, Managers, Shareholders, and the Professional community. It attempts to define the responsibilities of all the parties involved within a closed-end fund, with the ultimate aim of promoting shareholder value and the long-term interests of the closed-end fund sector. A copy of our statement is distributed to the members of the Boards of the closed-end funds in which we invest and is available on our website.
Country of Incorporation
City of London Investment Group plc is incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2685257.
Nominated/Key Advisers
Company Secretary
D F Allison
Registered Office
10 Eastcheap
London
EC3M 1LX
Bankers
The Royal Bank of Scotland plc
London City Office
62-63 Threadneedle Street
London
EC2R 8LA
Auditors
Moore Stephens LLP
Chartered Accountants
St. Paul’s House
Warwick Lane
London
EC4M 7BP
Nominated Adviser and Broker
Landsbanki Securities (UK) Limited
Beaufort House
15 St Botolph St
London
EC3A 7QR
Significant Shareholders (As at 25 July 2008)
Barry Olliff - 19.7%
BlackRock - 12.6%
F&C - 11.3%
AMIC - 5.9%
Insight - 5.4%
JPMorgan - 4.3%
Saracen - 3.7%
Other Directors, Staff & ESOP - 12.1%
All Other - 25%
Note: At 25th July 2008 there were 25,390,500 ordinary shares in issue, of which 9,292,480 (36.6%) were not in public hands.
This information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
City of London Investment Group PLC is an asset management group whose principal activity is providing Emerging Market asset management products to institutional investors via its principal operating company City of London Investment Management Company Limited. The Group is based in the UK and has offices in the US, Singapore and Dubai. From these locations it manages a number of open ended funds and segregated accounts. The Group's fund mandates are mainly in Emerging Markets, but it also manages Global and Natural Resource products. The Group seeks to provide capital growth for clients through active country allocation and stock selection, focused in the main on closed-end fund investment. The key objective for the Group's asset management products is to provide above average, long-term outperformance relative to the appropriate benchmarks.
Directors
A. Davison – Non Executive Chairman
Andrew Davison, a Chartered Accountant, joined County Bank Limited in 1972 and by 1984 had become Managing Director of NatWest Ventures. In 1987 he became Chairman and CEO of Business Mortgages Bank which was sold in 1991. He subsequently joined the Boards of a number of listed and unlisted companies.
B. M. Olliff – Chief Executive Officer
Barry Olliff ’s career has spanned over 40 years within the investment trust (closed-end fund) sector. He began his career in 1964 with Denny Brothers, ultimately Pinchin Denny, as a market maker in the sector. In 1979 he moved to Laing & Cruickshank as a member of their investment trust department, and became a director in 1984. In 1987, he established Olliff & Partners, the stockbroker business from which City of London was founded in the early 1990’s.
D. F. Allison – Finance Director
Doug Allison qualified as a Chartered Accountant with Ernst & Young in 1980, and has worked in the financial services sector since 1984, joining City of London in 1997. He is also an Associate of the Chartered Institute of Bankers.
C. M. Yuste – Business Development Director
Carlos Yuste holds a BS in International Relations from the University of Ottawa, and an MA in
International Political Economy from Carleton University, also in Ottawa. He worked at the
International Development Research Centre in Ottawa from 1994 to 1998, leaving to undertake
an International MBA at York University, Toronto, which he completed in 2000 before joining City
of London in the same year.
T. W. Griffith – Chief Operating Officer
Prior to joining City of London Group in 2000, Thomas Griffith held various positions in the
institutional client division of The Vanguard Group including roles as both a Client Relationship Manager and a Marketing Executive. In 1986 he obtained a bachelor’s degree in Corporate Finance and Investment Management from the University of Alabama.
O. Ashur – Non Executive Director
Omar Ashur is the chief financial officer of FMH, and has an MBA and PhD from the Wharton School of the University of Pennsylvania, in Philadelphia.
A.S. Bufferd – Non Executive Director
Allan S. Bufferd, Treasurer Emeritus of the Massachusetts Institute of Technology, is currently a director of three other public companies: Massbank Corporation, Och-Ziff Capital Management Group LLC, and Ram Holdings Ltd. In addition he serves as a director of private companies and investment funds covering diverse asset classes such as Adveq AG, Bessemer Trust BGO Fund, Boston Advisors LLC, International Data Group (“IDG”), M Funds, Makena Capital LLC, and the Morgan Stanley Prime Properties Fund. He is also a Director / Trustee of the following Non-Profit Organizations: Beth Israel Deaconess Medical Centre, Controlled Risk Insurance Company / Risk Management Foundation, The Harvard/MIT Cooperative Society, The Robert Wood Johnson Foundation, and the Jasper and Marion Whiting Foundation.
D. Cardale – Non Executive Director
David Cardale is the co-founder and Chairman of global3digital (formerly Global Investor Relations). He has worked extensively in both Corporate Finance and Private Equity. He has advised a number of fund management groups including Gartmore, Ivory & Sime and NIM, and ran the European operations of NatWest Equity Partners. He has been a director of two London listed Investment Trusts. David
Cardale holds an MBA from INSEAD.
G. A. Robb – Non Executive Director
George Robb qualified as a solicitor before becoming fully involved with the asset management sector in 1971. He was a founder director and shareholder of Aberdeen Asset Management and in 1994 established AMIC. He is a non-executive director of several companies in which AMIC is invested.
Corporate Governance
(a) The Board of Directors
The Board recognises the importance of good corporate practice and is committed to maintaining high standards of corporate governance throughout the group. The Board comprises four executive directors and four non-executive directors. The directors intend to comply with the Combined Code in such respects as are appropriate for a company of this size, nature and stage of development.
The Board meets regularly and has overall responsibility for ensuring that the group is properly led and controlled, and is accountable to shareholders for financial and operational performance. These responsibilities include the overall strategy of the group, approval of significant items of expenditure and consideration of significant financing matters pertaining to the group.
The Board has established an Audit Committee, a Remuneration Committee and a Nominations Committee (each comprising the four non-executive directors, who will invite other members of the Board to join meetings) with formally delegated duties and responsibilities.
(b) The Remuneration Committee
The Remuneration Committee is chaired by George Robb. It reviews the performance of executive directors and sets the scale and structure of their remuneration and reviews the basis of their service agreements with due regard to the interests of the shareholders. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to directors and employees. The remuneration and terms of appointment of non-executive directors will be set by the Board.
The company has a remuneration policy, the aim of which is to provide, in the context of the group’s business strategy, remuneration that will attract and retain high calibre executives and staff. In order to achieve this, total rewards are set at levels that are competitive within the relevant market. Rewards are earned through the achievement of objectives based on measures consistent with shareholder interests.
(c) The Audit Committee
The Audit Committee is chaired by Andrew Davison. It meets at least twice each year and is responsible for monitoring the quality of internal control, ensuring that the financial performance of the company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls.
The finance director is invited to attend meetings but the committee meets with the auditors at least once a year without the finance director being present.
(d) The Nominations Committee
The Nominations Committee is chaired by Andrew Davison. It is responsible for reviewing and proposing appointments to the Board and the various Board committees. In addition, the committee has responsibility for reviewing the composition of the Board and for selecting candidates for appointment, to meet the desired composition.
(e) Corporate Governance in Investee Closed-End Funds
Since 1999, City of London has produced a detailed statement outlining the corporate governance procedures and policies it expects to be employed by closed-end funds in which we invest. We are now on the sixth edition of our “Statement on Corporate Governance and Voting Policy for Closed-End Funds”. In publishing this statement we attempt to capture the current best practices in the corporate governance of closed-end funds.
Corporate governance is an integral part of our investment process because it is our firm belief that a closed-end fund with poor corporate governance will generally trade at a wide discount over time. Poor corporate governance in a closed-end fund results in fund price under-performance via the widening of the discount to the Net Asset Value at which the fund trades.
Our statement is addressed to Boards, Managers, Shareholders, and the Professional community. It attempts to define the responsibilities of all the parties involved within a closed-end fund, with the ultimate aim of promoting shareholder value and the long-term interests of the closed-end fund sector. A copy of our statement is distributed to the members of the Boards of the closed-end funds in which we invest and is available on our website.
Country of Incorporation
City of London Investment Group plc is incorporated and registered in England and Wales under the Companies Act 1985 with registered number 2685257.
Nominated/Key Advisers
Company Secretary
D F Allison
Registered Office
10 Eastcheap
London
EC3M 1LX
Bankers
The Royal Bank of Scotland plc
London City Office
62-63 Threadneedle Street
London
EC2R 8LA
Auditors
Moore Stephens LLP
Chartered Accountants
St. Paul’s House
Warwick Lane
London
EC4M 7BP
Nominated Adviser and Broker
Landsbanki Securities (UK) Limited
Beaufort House
15 St Botolph St
London
EC3A 7QR
Significant Shareholders (As at 25 July 2008)
Barry Olliff - 19.7%
BlackRock - 12.6%
F&C - 11.3%
AMIC - 5.9%
Insight - 5.4%
JPMorgan - 4.3%
Saracen - 3.7%
Other Directors, Staff & ESOP - 12.1%
All Other - 25%
Note: At 25th July 2008 there were 25,390,500 ordinary shares in issue, of which 9,292,480 (36.6%) were not in public hands.