
The Board as a whole believes that all the Directors remain
independent of the Manager and free of any relationship
which could materially interfere with the exercise of his or her
independent judgement on issues of strategy, performance,
resources and standards of conduct and confirms that,
following formal performance evaluations, the individuals’
performance continues to be effective and demonstrates
commitment to the role.
Stephanie Eastment, Nandita Sahgal Tully, Angus Franklin
and Andrew Page, each being eligible, offer themselves
for re-election as Directors of the Company at the AGM on
29 October 2026. Jane Lewis, being eligible, offers herself for
election as a Director of the Company.
Remuneration Committee
The Board has established a Remuneration Committee,
comprising all of the Directors, chaired by Stephanie
Eastment. The Directors’ Remuneration Report, on pages 44
to 46, sets out the responsibilities of the Committee and work
undertaken by the Committee during the year.
Accountability and Audit
The responsibilities of the Directors and the auditors in
connection with the financial statements appear on
pages 47, 49 and 51.
The Directors who held office at the date of this Report each
confirm that, so far as they are aware, there is no relevant audit
information of which the Company’s auditor is unaware and
that they have taken all the steps that they could reasonably
be expected to have taken as a Director in order to make
themselves aware of any relevant audit information and
to establish that the Company’s auditors are aware of that
information. Further, there have been no important, additional
events since the year end which warrant disclosure.
During the year, the external auditor performed agreed-upon
procedures in connection with the transition of administrative
services from BNP Paribas S.A., London Branch to Northern
Trust. The procedures included testing and reconciliation of
certain financial and accounting information transferred
between the outgoing and incoming administrators, with the
external auditor reporting its factual findings to the Company.
The fee for this work was £10,000 (2025: nil). After reviewing the
auditor’s procedures in connection with the provision of such
services, the Committee remain satisfied that the auditor’s
objectivity and independence is being safeguarded.
Going Concern
The Directors have undertaken a rigorous review and consider
both that there are no material uncertainties and that
the adoption of the going concern basis of accounting is
appropriate. This conclusion is consistent with the longer term
Viability Statement on page 23.
The Company’s assets consist primarily of a diverse portfolio
of listed equity shares nearly all of which, in normal market
conditions, are realisable within a short timescale. The Board
has set limits for borrowing and regularly reviews the level
of any gearing, cash flow projections and compliance with
banking and loan note covenants.
The Directors are mindful of the principal risks and uncertainties
disclosed on pages 19 to 22, and have reviewed forecasts
detailing revenue and liabilities. The Directors are satisfied that the
Company has adequate resources to continue in operational
existence for the foreseeable future, being at least 12 months
from the date of approval of this Annual Report.
Relations with Shareholders
The Directors place great importance on communication
with shareholders noting that the Company’s shareholder
register is retail-dominated. The Manager, together with
the Company’s broker, regularly meets with current and
prospective shareholders to discuss performance. The Board
receives investor relations updates from the Manager on
at least a quarterly basis. Any significant changes in the
shareholder register as well as shareholder feedback is
discussed by the Directors at each Board meeting.
Regular updates are provided to shareholders through the
Annual Report, Half Yearly Report, monthly factsheets and
company announcements, all of which are available through
the Company’s website at: artemisfunds.com. The Annual
Report is also widely distributed to other parties who have an
interest in the Company’s performance.
The Board’s policy is to communicate directly with shareholders
and their representative bodies without the involvement of the
management group in situations where direct communication
is required and representatives from the Board offer to
meet with major shareholders on an annual basis in order to
gauge their views. The Company Secretary acts on behalf
of the Board, not the Manager, and there is no filtering of
communication. At each Board meeting the Board receives full
details of any communication from shareholders to which the
Chair responds, as appropriate, on behalf of theBoard.
In addition, in relation to institutional shareholders, members
of the Board may be either accompanied by the Manager or
conduct meetings in the absence of the Manager.
The Company’s Annual General Meeting ordinarily provides a
forum, both formal and informal, for shareholders to meet and
discuss issues with the Directors and Manager. The Notice of
AGM included within the Annual Report is normally sent out at
least 20 working days in advance of the meeting.
Relations with Suppliers, Customers and Others
The Directors have regard to the need to foster the Company’s
business relationships with suppliers, customers and others, and
their effect including on the principal decisions taken by the
41
Overview
Strategic Report Portfolio
Financial
Statements
Corporate
Information General
Governance