Corporate governance

Overview

The Directors have chosen to comply with the UK AIC Code of Corporate Governance (the “AIC Code”) produced by the UK Association of Investment Companies (the “AIC”), in full or, where applicable, to explain deviations from it.

The AIC is the trade body for the UK closed-ended investment company industry and represents a broad range of closed-ended investment companies, incorporating investment trusts and offshore closed-ended investment companies incorporated in such jurisdictions as the Channel Islands.

The purpose of the AIC Code is to provide boards of closed-ended investment companies with a framework of best practice in respect specifically of the governance of closed-ended investment companies. The intention behind the AIC Code is to create a one-stop approach to corporate governance which deals with all the issues relevant to closed-ended investment companies and enables boards to satisfy any requirements they may have under the UK Corporate Governance Code (formally the Combined Code). Closed-ended investment companies have special factors which have an impact on their governance arrangements. These special factors arise principally from two features. Firstly, the customers and shareholders of a closed-ended investment company are the same, thus simplifying stakeholder considerations while magnifying the importance of shareholders concerns. Secondly, a closed-ended investment company typically has no employees and the roles of CEO, portfolio management, administration, accounting and company secretarial tend to be provided by a third party fund manager. Accordingly, most of the AIC Code deals with matters such as board independence and the review of management and other third party contracts whereas in practice most of the time spent by a board of a well-functioning closed-ended investment company should be spent on matters of general corporate governance (e.g. investment strategy, performance monitoring, etc).

The AIC Code contains twenty-one principles of corporate governance for closed-ended investment companies, each with detailed recommendations. The AIC Code is based on the principle of “comply or explain”. According to this principle, a company may choose whether it wants to comply with a rule in the

AIC Code, or explain why it chose not to comply with such rule. The AIC Code has been endorsed by the UK Financial Reporting Council.

The principles of corporate governance in the Company are governed by the Articles of Incorporation, applicable laws, exchange requirements (including the Model Code for Securities Transactions by Directors of Listed Companies), market practice including the AIC Code and internal policies.

In addition to the Board of Directors, The Forest Company Board of Directors has an Audit Committee and a Management Engagement Committee.

Download PDF TFC Audit Committee Terms of Reference
Download PDF TFC Management Engagement Commitee Terms of Reference
Download PDF The AIC Code of Corporate Governance
Download PDF TFC Nomination Committee Terms of Reference
Download PDF TFC AIC Code from Annual Report
Download PDF Joint Anti-Briberty Policy draft Whistleblowing policy Sept 2016