Burford has throughout its history adopted and complied with the Guernsey Finance Sector Code of Corporate Governance (the “Code”), and our compliance has been the subject of regular reporting to, and oversight by, the Burford Board.
We discuss below how our its practices meet the relevant principles in the Code.
- Effective Responsible Board: The Board, chaired by Sir Peter Middleton GCB, is comprised of four independent non-executive directors, each with direct and relevant experience in investment management and litigation. All four directors have been in their roles since Burford’s inception. The Board generally meets quarterly for a full day meeting preceded by a board dinner and is in active communication with management in-between meetings. Senior management attends every board meeting, although the Board also meets without management present at each meeting. The Board has established three committees – Audit, Remuneration and Investment – composed entirely of independent directors with each committee chaired by a different director. The Board retains ultimate responsibility with respect to Burford’s activities, performance and governance.
- Collective Responsibility of the Directors: Burford’s directors are experienced and collectively well-versed in the legislative and regulatory environment in which Burford operates. They are provided with relevant information in a timely manner (including a daily business update) and kept abreast of relevant information so that they can discharge their duties. The Board has overall responsibility for Burford’s governance, strategy, risk management and key policies and engages in robust scrutiny of the business and its investment portfolios. The Board regularly evaluates its own performance and discusses improvements to its structure and processes.
- Good Standards of Business Conduct, Integrity and Ethical Behaviour: The Board is subject to Burford’s various integrity policies, including with regard to conflicts of interest, self-dealing and fiduciary duties.
- Accountability for Burford’s Position and Prospects: At its in-person quarterly board meetings, the Board is presented with materials so it can meaningfully assess Burford’s performance, measure the impact of the business’ strategy and evaluate Burford’s position. Burford has a significant professional finance function that provides detailed management reporting and also prepares financial statements pursuant to International Financial Reporting Standards. The Board is in regular contact with Ernst & Young, Burford’s auditors. Sir Peter Middleton also chairs the Board of Burford Capital Holdings (UK) Limited, a significant subsidiary, to ensure non-executive oversight. The Board has ultimate responsibility for Burford’s objectives and business plans.
- Board Oversight of Risk Management: The Board maintains oversight of risk by way of a comprehensive risk presentation at every quarterly board meeting. Burford has a robust management team focused on risk, including a Chief Risk Officer, a Chief Compliance Officer, a General Counsel and a number of other in-house lawyers – in addition to dozens of the business’ professional staff being lawyers, including many of the business’ most senior managers.
- Timely and Balanced Disclosure and Reporting: The Board ensures appropriate and timely reporting pursuant to applicable obligations.
- Fair and Responsible Remuneration: The Remuneration Committee of the Board reviews and approves compensation for all employees and appointees. The Remuneration Committee is responsible for setting Burford’s remuneration policy which is consistent with effective risk management.
- Effective Shareholder Relations: The Board’s general practice is to disclose publicly adequate materials relevant to Burford’s performance whenever is necessary or practical. The Board provides the AGM as a forum for shareholders to exercise their rights as well as supervising a robust investor relations program.
The above does not purport to be an exhaustive summary of all the actions taken by Burford in adhering to the Code.
Burford’s adoption of the Code is current as of 13 March 2019 and is reviewed as part of the Burford’s annual reporting process.
There are no material departures from Burford’s obligations under the Code.