GOVERNANCE & CORPORATE ACTION
Governance / Capital / Mergers & Acquisitions / Relations with Shareholders and Activists
Governance / Capital / Mergers & Acquisitions / Relations with Shareholders and Activists
Chartered Director ('CDir') and Fellow of the Institute of Directors ('FIoD')
Senior Independent Director ('SID')
FTSE250 Committee Chairmanships (over time) - 3 Risk Committees, Remuneration, Management Engagement Committee
Experienced at running both self-managed as well as third-party-managed closed-ended funds
Experienced at overseeing governance on related party transactions
Seasoned governance over (but not limited to):
Regulated compliance, supervision and disclosure - Financial Conduct Authority ('FCA'), Guernsey Financial Services Commission ('GFSC'), London Stock Exchange ('LSE'), Takeover Panel
Valuation Policy - principally over Level 2 and Level 3 private assets across a wide variety of private equity holdings and real assets
Viability Statements
Diversity, Equity & Inclusion
Cyber Policy and Risk Management
Sustainability Reporting ('ESG') - incl. Sustainability Policy, SFDR alignment, TCFD Disclosures, SDG mapping, GHG measurement
Modern Slavery Act
Net Zero Transition - pathways to commitments and strategies
Alternative Investment Fund Managers Directive ('AIFMD') reporting
Proactive shareholder engagement and relationship management - as Senior Independent Director
Consulting shareholders - material decisions (e.g. Continuation Votes, Special Resolutions at AGMs, amendments to manager terms)
Experience hosting sell-side research presentations - as Senior Independent Director
Constructive engagement with all shareholders on Company, Strategy, and Governance - understanding divergent views
Extraordinary General Meeting ('EGM') requisition - management of motions and resolutions
Strategic Reviews and Forensic Due Diligence
Public Relations ('PR')
Proxy Solicitation
Continuation Vote Recommendations
Private Equity Investment - expertise from perspective of both a deal executive and as an independent director of General Partner ('GP') boards
Private Equity Operations - expertise of an operating director seconded into project manage value creation programmes and execute restructuring plans
Private Companies and Real Assets
Breadth of investment governance and oversight - Control, JV, Minority and Buy&Build strategies
Chair of Investment Committee of two $Bn energy transition funds
Initial Public Offerings ("IPO") - to the Premium Segment of the Main Market of the London Stock Exchange
Tap issuance (on both fixed price and Dutch-auction terms) - within permitted limits renewed annually by shareholders at AGM
Convertible Share Issuance ("C Shares") - and subsequent conversion to ordinary shares on NAV-adjusted basis for each share class
Prospectus Issues
Private Equity Continuation Vehicles
Share Buy Backs - accretive repurchasing of issued share capital where it is trading at a discount to the Company's published NAV
Tender - within permitted limits set and renewed annually by shareholders at AGM
Convertible Share Issuance ("C Shares") - and subsequent conversion to ordinary shares on NAV-adjusted basis for each share class
In-specie distributions of Company's investment securities directly to shareholders CREST accounts in-lieu of cash liquidations
Members Voluntary Liquidation - following shareholder resolutions
Rule 2.7 Recommended Offers - Public-to-Private transactions by way of Offer and Scheme of Arrangement
Sustainability strategy - leading to;
Liquidity profiling - leading to;
Discount control mechanisms - leading to;
Higher underwriting thresholds for new investment
Facility and Intercreditor Agreements - negotiation and execution
Revolving Credit Facilities
Net Asset Value ('NAV') Facilities
Capital Call Facilties
Refinancing
US Private Placement Issuance USD$
Covenants - compliance, resets and waiver negotiations