The Board comprises four independent non-executive Directors. 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) and Lowe), Investment (Lowe (Chair) and Parkinson) and Remuneration (Wilson (Chair), Middleton, Lowe and Parkinson), all of which meet throughout the year as required. The Remuneration 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 investment management and litigation matters. The Directors of the Company are:
Sir Peter Middleton GCB
Hugh Steven Wilson
David Lowe OBE
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 to the company on US and English law
Freshfields Bruckhaus Deringer LLP
65 Fleet Street
London EC4Y 1HT
Computershare Investor Services (Guernsey) Limited
3rd Floor, NatWest House
St Peter Port
Guernsey GY1 1WD
Nominated advisor and joint broker
28 Ropemaker Street
London EC2Y 9HD
Administrator and company secretary
Oak Fund Services (Guernsey) Limited
PO Box 282
St Peter Port
Guernsey GY1 3RH
Liberum Capital Limited
25 Ropemaker Street
London EC2Y 9LY
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Ernst & Young LLp
PO Box 9
St. Julian´s Avenue
St Peter Port
Guernsey GY1 4AF
Advisors to the company on Guernsey law
St Julian´s Avenue
St Peter Port
Guernsey GY1 1WA
General Meeting 2016
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.
Burford has throughout its history adopted and complied with the Finance Sector Code of Corporate Governance issued by the Guernsey Financial Services Commission (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.
Main country of operation
The main country of operation of the Burford group of companies is the United States.
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.