Governance

• Board of directors
• Advisors
• Document centre
• US listing
• Guernsey Finance Sector Code of Corporate Governance
• Ethical Conduct Code for Senior Financial Officers
• Main country of operation

Board of directors

Burford’s board of directors (the "Board") consists of seven directors. The Board has overall responsibility for Burford’s governance, strategy, risk management and key policies and engages in robust scrutiny of the business and investment portfolios. The Board regularly evaluates its own performance and discusses improvements to its structure and processes. The Board generally meets four times each year. The directors bring a range of experience in public company, investment management and litigation matters and are experienced and collectively well-versed in the legislative and regulatory environment in which Burford operates.

The Board also operates through three committees composed entirely of independent directors, the Audit Committee (Parkinson (Chair), Gillespie, Halmy, Muller and Sievwright), the Compensation Committee (Sievwright (Chair), Wilson and Parkinson) and the Nominating and Governance Committee (Wilson (Chair), Gillespie and Muller), all of which meet throughout the year as required. 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, and enterprise risk. The Compensation Committee reviews and approves compensation policy and the awards under the long-term incentive plan for all employees. The Nominating and Governance Committee reviews, and makes recommendations to the Board regarding, the composition of the Board and its committees and also oversees environmental, social and governance matters generally.

One of Burford’s seven directors is a woman (14%). The Board has determined that six directors (86%), other than the Chief Executive Officer Mr. Bogart, are independent non-executive directors under the listing standards of the New York Stock Exchange and the applicable rules and regulations of the US Securities and Exchange Commission. The directors are:

The Board has adopted the Guernsey Finance Sector Code of Corporate Governance issued by the Guernsey Financial Services Commission. Burford is also subject to the UK City Code on Takeovers and Mergers. Because Burford is not incorporated in the UK, the rights of Burford’s shareholders may differ from the rights of shareholders in a UK-incorporated company.

	Audit Committee	Compensation Committee	Nominating and Governance Committee
Hugh Steven Wilson		Member	Chair
Christopher Bogart
Robert Gillespie	Member		Member
Christopher Halmy	Member
Andrea Muller	Member		Member
Charles Parkinson	Chair	Member
John Sievwright	Member	Chair

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Document centre

Shareholders may also request, free of charge, a hard copy of Burford’s annual report, which includes Burford’s complete audited consolidated financial statements for the year ended 31 December 2021, by contacting investor relations at ir@burfordcapital.com.

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US listing

Guernsey Finance Sector Code of Corporate Governance

Burford Capital Limited (“Burford”) has throughout its history adopted and complied with the Guernsey Finance Sector Code of Corporate Governance, as amended from time to time (the “Code”), and our compliance has been the subject of regular reporting to, and oversight by, Burford’s board of directors (the “Board”). A summary of Burford’s compliance aligned with the Code’s provisions includes:

1. Effective and 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 of the Board. Since the COVID pandemic began, Burford has conducted all meetings of the Board 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 meeting of the Board (other than the closed session discussed below), joined as appropriate by other senior members of Burford’s 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. In addition to chairing the Board, Steve Wilson also chairs the board of directors of Burford Capital Holdings (UK) Limited, a significant subsidiary of Burford, to ensure non-executive oversight.
   
   The Board also operates through three committees composed entirely of independent directors: Audit Committee (Parkinson (Chair), Gillespie, Muller and Sievwright), Compensation Committee (Sievwright (Chair), Parkinson and Wilson) and Nominating and Governance Committee (Wilson (Chair), Gillespie and Muller), all of which meet throughout the year as required. 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 Compensation Committee reviews and approves compensation policy and awards under the long term incentive plan for all employees. The Nominating and Governance Committee reviews potential new directors and oversees corporate governance and environmental, social and governance matters.

2. 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 Burford’s investment portfolios. The Board regularly evaluates its own performance and discusses improvements to its structure and processes.
   
   
3. Good Standards of Business Conduct, Integrity and Ethical Behaviour: The Board is subject to Burford’s various integrity policies, including with respect to conflicts of interest, self-dealing and fiduciary duties.
   
   
4. 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 prepares financial statements pursuant to the International Financial Reporting Standards. As disclosed in Burford’s Annual Report for the year ended December 31, 2020, Burford intends to convert to reporting under the U.S. generally accepted accounting principles effective for the financial statements for the year ended December 31, 2021. This conversion is not expected to cause any dramatic changes to Burford’s accounts. The Audit Committee is in regular contact with Ernst & Young LLP, Burford’s independent registered public accounting firm. The Audit Committee is responsible for reviewing the effectiveness of Burford’s internal controls and risk management systems and meeting regularly with the external auditor (including at least once annually without management present) and reviews the findings of the audit. The Board has ultimate responsibility for Burford’s objectives and business plans.
   
   
5. Board Oversight of Risk Management: The Board maintains oversight of risk by way of a comprehensive risk presentation at every quarterly meeting of the Board. The Board is also responsible for considering the impact of climate change on Burford’s business strategy and risk profile. 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 members of management.
   
   
6. Timely and Balanced Disclosure and Reporting: The Board is responsible for overseeing timely and balanced disclosure and reporting pursuant to applicable obligations.
   
   
7. 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.
   
   
8. 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 annual general meeting as a forum for shareholders to exercise their rights as well as supervises a robust investor relations program.

Burford’s adoption of the Code is current as of 16 February 2022 and is reviewed as part of Burford’s annual reporting process. There are no material departures from Burford’s obligations under the Code.

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Ethical Conduct Code for Senior Financial Officers

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Main country of operation

The main country of operation of the Burford group of companies is the United States.

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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.