Governance
Board of directors
The Board comprises five independent non-executive Directors along with Burford’s CEO. The Directors have overall responsibility for the Company’s activities, including the review of its investment activities and performance. They have primary responsibility for determining the Company’s overall investment objectives, strategy and policies, and for implementing its investment policies.
The Board also operates through three committees composed entirely of independent directors, Audit (Parkinson (Chair), Gillespie, Muller and Sievwright), Nominating and Governance (Wilson (Chair), Gillespie and Muller) and Compensation (Wilson (Chair), Parkinson and Sievwright), all of which meet throughout the year as required. The Compensation Committee reviews and approves compensation and long-term incentive plan awards for all staff. The Audit Committee plays an active role, not only in overseeing the audit process and managing non-audit services to ensure the continued independence of the auditors, but also in addressing investment valuations, an area of key judgement for the business.
The Board generally meets four times each year. The Directors bring a range of experience in public company, investment management and litigation matters. The Directors of the Company are:
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Hugh Steven Wilson |
Charles Parkinson |
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Robert Gillespie |
John Sievwright |
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Andrea Muller |
Christopher Bogart |
The Board has adopted the Finance Sector Code of Corporate Governance issued by the Guernsey Financial Services Commission. The Company is subject to the UK City Code on Takeovers and Mergers. As the Company is not incorporated in the UK, the rights of shareholders may differ from the rights of shareholders in a UK incorporated company.
Advisors
Advisors to the company on US and English lawFreshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HT |
Advisors to the company on US lawCravath, Swaine & Moore |
Advisors to the company on Guernsey lawOgier Ogier House St Julian´s Avenue St Peter Port Guernsey GY1 1WA |
Nominated advisor and joint brokerNumis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT |
Administrator and company secretaryOak Fund Services (Guernsey) Limited PO Box 282 Glategny Esplanade St Peter Port Guernsey GY1 3RH |
Independent auditors
Ernst & Young LLP |
Registrar
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Joint broker |
Document centre
Annual General Meeting 18 May 2021
Dividend
Electronic shareholder communication notices
Annual General Meeting – 13 May 2020
Burford Capital Limited was admitted to trading on 21 October 2009.
Burford Capital Limited was formed and registered in the Bailiwick of Guernsey on 11 September 2009.
Guernsey Code of Governance
Burford has throughout its history adopted and complied with the Guernsey Finance Sector Code of Corporate Governance, and our compliance has been the subject of regular reporting to, and oversight by, the Board. A summary of Burford’s compliance aligned with the Code’s provisions includes:
- Effective Responsible Board: Prior to the Covid Pandemic, the Board held an in-person meeting every quarter during which it reviewed thoroughly all aspects of the businesses’ strategy and performance; the directors spent at least one evening and one full day together for each meeting. Since the pandemic began, Burford has conducted all board meetings via video conference or telephonically. The Board will resume in-person meetings again once it is safe to do so and in compliance with various regulations governing travel. Burford’s Chief Executive Officer and Chief Investment Officer participate in the entirety of each board meeting (other than the closed session discussed below), joined as appropriate by other senior members of management. The Board reviews its performance and director compensation annually and regularly discusses succession planning and management oversight. The Board meets in closed session without management present at each of its meetings. The Board also operates through three committees composed entirely of independent directors, Audit (Parkinson (Chair), Gillespie, Muller and Sievwright), Compensation (Wilson (Chair), Parkinson, and Sievwright) and Nominating and Governance (Wilson (Chair), Gillespie and Muller (assuming approval at this meeting)), all of which meet throughout the year as required. The Compensation Committee reviews and approves compensation policy and LTIP awards for all staff. The Audit Committee plays an active role, not only in overseeing the audit process and managing non-audit services to ensure the continued independence of the auditors, but also in addressing investment valuations, an area of key judgment for the business. The Nominating and Governance Committee reviews potential new directors and also oversees corporate governance and ESG matters. Steve Wilson also chairs the Board of Burford Capital Holdings (UK) Limited, a significant Burford subsidiary, to ensure non-executive oversight.
- 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 quarterly meetings, the Board is presented with materials so it can meaningfully assess Burford’s performance, measure the impact of the businesses’ strategy and evaluate its position. Burford has a significant professional finance function that provides detailed management reporting and also prepares financial statements pursuant to International Financial Reporting Standards. As disclosed in our Annual Report for 2020, we are likely to convert to reporting under US GAAP, which is not expected to cause any dramatic changes to our accounts. The Audit Committee is in regular contact with Ernst & Young, Burford’s auditors. The Audit Committee is responsible for reviewing the effectiveness of our internal controls and risk management systems and meeting regularly with the external auditor, including at least once annually without management, and reviews the findings of the audit. The Board has ultimate responsibility for Burford’s objectives and business plans.
- Board Oversight of Risk Management: As discussed in depth, 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 Compliance Officer, a General Counsel and a number of other in-house lawyers. In addition, dozens of the businesses’ professional staff are lawyers, including many of the businesses’ most senior managers.
- Timely and Balanced Disclosure and Reporting: The Board is responsible for overseeing appropriate and timely reporting pursuant to applicable obligations.
- Fair and Responsible Compensation: The Compensation Committee is responsible for setting Burford’s compensation policy which is consistent with effective risk management and for establishing and reviewing compensation of certain senior 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.
Burford’s adoption of the Code is current as of 18 May 2021 and is reviewed as part of the Company’s annual reporting process. There are no material departures from Burford’s obligations under the Code.
Ethical Conduct Code for Senior Financial Officers
Main country of operation
The main country of operation of the Burford group of companies is the United States.
DISCLAIMER
This section of Burford’s website is intended for the use of Burford’s public investors and is required to be provided under AIM Rule 26. Burford also maintains a separate private funds business. Information presented here is not intended for the use of private fund investors, nor is it presented in the appropriate form for such investors. Moreover, Burford does not present this information as a solicitation of private fund investment, which occurs only through appropriate offering documents.