
Internal controls and risk management
The Board is responsible for the Company’s system of internal control
and for reviewing its effectiveness and has, therefore, established
an ongoing process designed to meet the particular needs of the
Company in managing the risks to which it is exposed.
The process is a risk-based approach to internal control through
a matrix which identifies: the key functions carried out by the
Investment Manager, Operations Manager and other service
providers; the various activities undertaken within those functions;
the risks associated with each activity; and the controls employed to
minimise and mitigate those risks. A scoring based on one to five for
Likelihood and one to five for Impact is used and these are multiplied
together to give a total score. Mitigation is considered on a scale
of oneto five and this leads to a residual risk rating being derived.
The matrix is updated on an ongoing basis and reviewed quarterly,
and the Board considers all material changes to the risk ratings and
the action, which has been, or is being, taken. By their nature, these
procedures will provide a reasonable, but not absolute, assurance
against material misstatement or loss.
At each Board meeting, the Board also monitors the Group’s
investment performance and it reviews the Group’s activities since the
last Board meeting to ensure that the Investment Manager is adhering
to the Company’s Investment Policy and approved investment
guidelines. The pipeline of new potential opportunities and potential
disposals is considered and the prices paid for new investments and
offered for investments for sale during the quarter are also reviewed.
Further, at each Board meeting, the Board receives reports from
the Company Secretary and Administrator in respect of compliance
matters and duties they have performed on behalf of the Company.
The Board has considered the need for an internal audit function and
it has decided that the systems and procedures employed by the
Investment Manager, the Operations Manager and the Administrator,
including their own internal review processes and the processes in
place in relation to the Company, provide sufficient assurance that a
sound system of internal control, which safeguards the Company’s
assets, is maintained. An internal audit function specific to the
Company is, therefore, considered unnecessary. There is no impact
on the work of the external auditor as a result of not having an internal
audit function.
In recent years, the Investment Manager commissioned a suitably
qualified accounting firm to review their valuation process.
The Investment Manager briefed the Audit Committee about the
scope of the engagement and the Audit Committee was able to
review the final report. The approach to valuations was deemed to be
appropriate with recommendations provided to enhance the process
further. The Investment Manager implemented the recommendations
over 2023 and 2024. The Investment Manager commissioned an
Internal Audit during 2024 on the valuation process and presented the
results of this work to the Audit Committee and has implemented a
plan to meet the minor recommendation raised by the Internal Auditor.
The Board recognises that the internal control systems can only be
designed to manage rather than eliminate the risk of failure to achieve
business objectives, and to provide reasonable, but not absolute,
assurance against material misstatement or loss, and relies on the
operating controls established by the Company’s Administrator,
the Investment Manager and the Operations Manager. The Board
considers on a periodic basis whether further third-party assurance
is appropriate, and reviews at least annually the proficiency of such
controls in light of changes in the business and its environment.
The Investment Manager prepares management accounts and
updates business forecasts on a quarterly basis, which allow the
Board to assess the Company’s activities and review its performance.
The Board and the Investment Manager have agreed clearly defined
investment criteria, return targets, risk appetite and exposure limits.
Reports on these performance measures, coupled with cash
projections and investment valuations, are submitted to the Board
ateach quarterly meeting.
The Operations Manager prepares quarterly project performance and
project financial analysis, and highlights the key activities performed
and any specific new risks identified relating to the operating portfolio
for consideration by the Board.
The Audit Committee, the Auditor and the Managers have discussed
during the year the provisions of the updated UK Corporate
Governance Code (the “Code”) and in particular provision 29 of the
Code that adds an increased level of accountability and disclosure
around the effectiveness of the Company’s risk and internal control
framework. The provision 29 requirements come into force 1 January
2026 and will require the Board to make a specific declaration on the
effectiveness of material controls at the 31 December 2026. The Audit
Committee is overseeing the work being carried out by the Managers
in conjunction with the Auditor to review the existing framework and
to consider any additional actions required to enable that declaration
to be made in the Annual Report and Accounts for the year ended
31 December 2026.
Appointment of the external auditor
Deloitte LLP was first appointed to be external auditor for the
TRIG Group on 19 September 2013 and reappointed for a second
time following an extensive audit tender process that concluded
in December 2021. Deloitte’s reappointment was subsequently
ratifiedby shareholders at the Company’s AGM in May 2022.
In line with the UK Corporate Governance Code and, in particular,
the requirement to put the external audit out to tender at least every
ten years, the Audit Committee conducted a tender exercise for
the external audit of the Company during 2021, as communicated
fully in the Audit Committee Report section in TRIG’s 2021 Annual
Report. The tender exercise was run during the ninth year of Deloitte’s
appointment as the Company’s auditor. The Company intends to run
the next audit tender process within ten years of the most recently run
process, i.e. during or before 2031.
The 2021 audit tender process took into consideration best practice
in line with the 2018 UK Corporate Governance Code and the 2019
AIC Code of Corporate Governance. This ensured a fair, robust
and independent tender process was conducted to ensure that the
Company appointed the most suitable firm.
At the conclusion of the 2021 audit tender process, and following
the Audit Committee review of submissions and in-person
presentations from shortlisted firms, the Committee members
resolved to recommend the continuing appointment of Deloitte as
auditors, deeming this course of action to be in the best interests
of shareholders, by virtue of the strength and experience of the
Deloitte audit team and lack of demonstrable differentiation shown
by challengers.
The objectivity of the external auditor is reviewed by the Audit
Committee, which also reviews the terms under which the external
auditor may be appointed to perform non-audit services. The Audit
Committee reviews the scope and results of the audit, its cost
effectiveness and the independence and objectivity of the auditor,
with particular regard to any non-audit work that the auditor
may undertake. In order to safeguard auditor independence and
objectivity, the Audit Committee ensures that any other audit-related
and / or other assurance services provided by the external auditor
donot conflict with their statutory audit responsibilities.
101TRIG Annual Report 2025
Strategic Report
Financials
Appendices
Governance