Corporate governance

AAA Corporate Governance

The Quoted Company Alliance (QCA) Code – Corporate Governance Statement

The Board appreciates the critical importance of good corporate governance and have elected to adopt and apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’).

The QCA Code, having been developed by the QCA with a focus geared towards small to medium quoted companies and having made broad-based consultations with institutional small company investors, serves as an alternative corporate governance code applicable to AIM companies. The core tenet of the QCA Code is that companies need to deliver growth in long-term shareholder value and that this requires an efficient, effective and dynamic management framework and should be accompanied by good communication which helps to promote confidence and trust.

Addressed in the below table are the ten key governance principles defined in the QCA Code. Further information on compliance with the QCA Code will be provided in our next annual report.*

Robert Anthony Rowland Berkeley, Executive Chairman

This disclosure was last reviewed and updated on 28 September 2018

The Quoted Company Alliance (QCA) Code – Principles

Deliver Growth

QCA Code Principle

Effective Application as set out by QCA

Our implementation and assessment

1. Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

The Company’s business model is that of an investing company that focuses on the Asia Pacific region.  Details of the Company’s investing policy can be found here:  http://www.aaacap.com/investing-policy 

All Asia Asset Capital’s (“AAA” or the ‘Company’) strategic roadmap is summarised in the Director’s Report section on page 8 of the Annual Report for the year ended 31 December 2017 (the “2017 Annual Report”). The next updates to the strategy shall be detailed in the next Annual Report for the year ended 31 December 2018 (the “2018 Annual Report”).*

At the present time the Company holds one investment, being a 7% interest in Myanmar Allure Group., Ltd (“MAG”), which owns and operates the Allure Resort, a combined hotel, resort and gaming facility located in Tachileik province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai border. Further details on MAG can be found in the 2017 Annual Report.

Our strategic roadmap has three core tenets: growth market identification by geographic and demographic pull-factors; the potential for high-return investments driven by niche and boutique opportunity; and long-term partnerships. Further details regarding these core tenets are provided below.

Growth market identification:
Our stated focus on investments in the Asia Pacific region, with an expected initial focus on investments in Malaysia, Thailand, Indonesia and Myanmar, continues to be our focus. This is due to the continuing high-growth potential of the Asia Pacific region in general, and in particular, for those countries listed. These represent relatively mature and ageing markets alongside faster-growing, younger but less developed markets within Southeast Asia. These markets also benefit from geographic proximity and growing investment exposures and appetite towards the Greater Mekong region or CLMV countries (Cambodia, Laos, Myanmar and Vietnam).

The potential for high-return investments:
Our stated focus on agricultural, forestry and plantations, mining, natural resources, property and technology sectors reflects our strategic emphasis towards a combination of traditionally well-performing, legacy sectors alongside nascent industries, in particular in the information, technology and communication field, given the fast pace of adoption in some focal countries. Their underlying strengths include strong export, tourism and productivity growth potential.

Long-term partnerships:
We recognise the importance of stability and continuity in our countries of focus, many of which have been significant beneficiaries of these two factors in the past decade. We appreciate the wide-ranging influence of stability and continuity on business and local markets, also giving rise to local conglomerates. We therefore view local business partnerships as a core tenet of our strategy, lending a long-term perspective to our decision-making, emphasising relationship-building and closely tying in current and past investments with future potential investment targets linked to our partnerships and cooperation.

Our key challenges in the execution of AAA’s business model and strategy are the risk factors that are applicable to the Company.  AAA’s Board as a whole is currently responsible for reviewing and monitoring internal financial control systems and risk management systems. There is some commentary on risk management within the Corporate Governance Statement on pages 12 to 14 of our 2017 Annual Report. The updated treatment of our risk management strategy will be available in the next Annual Report for the year ended 31 December 2018.*

The Directors believe that the key challenges in the execution of the company’s business model and strategy are as follow:

-     AAA’s investment mandate is inherently risky from an investment-type and country-risk perspective, where the regulations and protections available are less developed relative to other jurisdictions.

-     Whilst the board appreciates these risk factors, the broad geographical and sector focus of its strategy can make appropriate risk assessment susceptible to opaque and subjective judgements.

-     Availability of capital to make new investments in line with the Company’s investing policy.

How challenges to AAA’s business model and strategy will be addressed:

The Board as a whole is responsible for AAA’s risk management systems and risk exposure monitoring.

Whilst risk factors remain an ongoing consideration, the Board has yet to formally review and document the principal risks to the business at every Board meeting. We are therefore proposing to do this, annually, at a minimum.

Documented items are to include:

-     Identification and detailing of principal risk categories, namely

a) country, macro-economic and political risk factors

b) active investment sector risk including legal, regulatory and compliance

c) operational, financial and accounting, internal controls, reporting and performance risks

-     Mitigation by remedial and pre-emptive action: The Board aims to reduce AAA’s investment risks by diversifying its investment portfolio so as to not expose it to unnecessary risk, and in order to spread out specific risk exposure. Proposed remedial actions will be tabled for consideration by the Board.

-     Running risk register: a risk register shall be maintained starting from the next meeting of the Board in 2018. As part of mitigation by remedial action, this may include increasing the number of formal meetings the Board conducts. The risk register shall list all specific risk categories, update actionable mitigation items, and indicate any change of status (from a spectrum of ‘fully mitigated’, ‘improvement’, ‘risk increased’ and ‘no change’). Items on the list that have been deemed ‘fully mitigated’ for three consecutive periods shall be automatically removed from the list.

2. Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

AAA appreciates the importance of the support it has received from its shareholders in the past and encourages a consistent, two-way dialogue between itself and its investors.

The Executive Directors, management and operations team regularly discuss AAA’s communications with both existing and potential shareholders with a view to understand their evolving needs, expectations and also to seek to improve the communication of AAA’s strategy.

The Board believes that the ways in which the Company engages with shareholders and level of engagement are adequate, although given that AAA’s performance is dependent on long-term investment horizons and strategic outlook, the Board believes that there are limits to the levels of proactive investor outreach and engagement of investors that can occur, and an absence of tangible progress updates with the Company’s investment and its investing policy remain a continued challenge. The Board seeks to address this by ensuring that it is receptive to any feedback that the team which oversees investor relations receives.

For investor contact, the company clearly displays on its website the dedicated investor channels, namely invest@aaacap.com and ir@aaacap.com , which can be used for investor enquiries, feedback and meeting appointment requests.  Enquiries that are received will be directed to the Project & Office Manager, who will consider an appropriate response. The Company may exercise discretion as to which shareholder questions shall be responded to, and the information used to answer questions will be information that is freely available in the public domain. If deemed necessary, the enquiries will be brought to the Board’s attention.

The Board sees the AGM as the primary opportunity to meet its shareholders. Whilst time is set aside specifically to allow questions from attending members to any members of the Board at the end of the AGM, the Directors, management and operations team are also available to listen to the views of shareholders in a more informal context, immediately following the AGM.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

AAA aims to improve on its monitoring, reporting and identifying of its wider stakeholder and Environment, Social and Governance (ESG) efforts by formulating a standardised set of Environment, Social and Governance benchmarks with which to compare between investment assets across its investment portfolio.

On the basis of the Directors’ experience and their knowledge from the operation of the Company, the Directors believe that the key resources and relationships on which the Company relies (aside from the Company’s shareholders) are its investee companies and its employees.

Investee companies
The Board believes that as part and parcel of our core strategy, gaining a broad understanding of the environments in which we invest is paramount to the long-term success and financial performance of the Company.

By engaging with people on the ground who are relevant to the investee companies within our portfolio, we actively obtain a better understanding of the key stakeholder issues that enable us to identify the main Environment, Social and Governance (ESG) benchmarks with which we seek to engage our partners, co-investors and management of our investee companies.

The Board appreciates the diverse range of cultural norms that AAA is exposed to, and we aim to first build awareness at the investment asset level, followed by persuading decision-making stakeholders to improve on their ESG commitments, and then encouraging them to achieve best-in-class status.

The Company obtains feedback from its investee companies through periodical meetings, phone calls or email communication with its management and, where appropriate/applicable, its other (major) shareholders.

Employees
The Company’s fosters healthy internal relations, driven from the top down by the Board, whilst supporting two-way feedback by actively engaging in a relatively flat reporting structure from employee to Board level. The Company has transparent, open communication channels, such as open-door policies and the ability to request meetings with senior executive management.

The Company obtains feedback from its employees through informal communication channels by way of meetings, phone calls and email communication.

The Company seeks to take into account feedback received from key stakeholders, however, no material changes to the Company’s processes were required over the year to 31 December 2017, or more recently, as a result of feedback that has been received by the Company from the stated the key resources and relationships on which the business relies.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

 

 

 

As noted above in the Company’s disclosures in respect of Principle 1, whilst risk factors remain an ongoing consideration, the Board has yet to formally review and document the principal risks to the business at every Board meeting and the Board is therefore proposing to do this, annually, at a minimum. The Company will maintain a risk register from the next meeting of the Board in 2018.

Certain further details relating to how the board has embedded effective risk management, what the Board does to identify, assess and manage risk and how the Board gets assurance that the risk management and related control systems in place are effective can be found in the Company’s disclosures in respect of Principle 1 (above).

There is some commentary on risk management within the Corporate Governance Statement on pages 12 to 14 of our 2017 Annual Report.*

The first formal reporting of risk mitigation action and change from current risk assessment will be available in the 2018 Annual Report*.

Investment Asset Risks:

Individual asset investment risk assessments are made during the due diligence process on prospective investments and are intended to cover:

-     Site visits

-     Analysis of financial, legal and operational aspects on an investment

-     Meetings with management

-     Risk analysis, focusing on those identified in the running risk register

-     Review of corporate governance and anti-corruption procedures

-     Engaging of expert third party opinions

-     valuation reports


On existing individual investment assets, a valuation report is commissioned by a third party at least once annually, using the above criteria as guidance. The Board will be responsible for changes to the criteria based on the Risk Management Framework and using the future risk register as guidance.


Maintain a dynamic management Framework

QCA Code Principle

Effective Application as set out by QCA

Our implementation and assessment

5. Maintain the board as a well- functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

Control of AAA lies with the Board of Directors. Robert Anthony Rowland Berkeley, Executive Chairman and Finance Director, is responsible for the chairmanship of the Board. Presently, the Chief Executive Officer role is vacant, and the Executive Directors of the Board have the acting executive responsibility of the day to day running of AAA and implementing its investment policy.

The Board comprises of two Executive Directors and one Non-Executive Director. The Non-Executive Director, Seah Boon Chin (Dominic), is also considered an independent Director, delivering an independent judgement to the decision-making and control of AAA, notwithstanding his length of service on the Board.

The Board of Directors receive relevant information from management and operations team in a timely manner at appropriate intervals, circulated in advance of meetings.

Details of the Board’s responsibilities and AAA’s board committees are found in the Corporate Governance Statement under ‘Responsibilities of the Board’ and ‘Board Committee’ sections on page 12 of the 2017 Annual Report.*

Presently, the Directors consider that the Company only has one independent non-executive Director, and the Board intends to add an additional independent non-executive Director to the Board within the next 12 months in order to improve the overall level of independence on the Board.

As of the date of this disclosure the last published annual report and accounts for the Company was for the financial year ended 31 December 2017 prior to the publication of the 2018 QCA Corporate Governance Code. As such the Company did not include the directors’ meeting attendance at board meetings or committee meetings in the annual report and accounts disclosure required by the QCA Code in the company’s annual report and accounts for the financial year ended 31 March 2018. The Company intends to include the number of meetings of the Board and committee meetings and the attendance of the directors in the next Annual Report and Accounts.

The Board’s updated responsibilities vis-à-vis the adoption of the QCA Code and AAA’s Corporate Governance Statement will be reflected in the 2018 Annual Report.*

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

Robert Anthony Rowland Berkeley is the Company’s Executive Chairman and Finance Director.  Wai Tak Jonathan Chu is an Executive Director. Seah Boon Chin (Dominic), is an independent Non-Executive Director.

The above Board member’s biographies can be found on AAA’s website (http://www.aaacap.com/board-of-directors) and in the Board of Directors section on pages 15 to 16 of the 2017 Annual Report.*

The Board considers that its Directors have the sufficient skills, experience and capability to undertake the responsibilities placed upon them. Further, the Board, if required, will review the composition of the Board to ensure that it has the necessary diversity of skills to support the ongoing business goals of AAA.

All Directors of the Board retire by rotation at regular intervals (every 3 years) in accordance with AAA’s Articles of Association.

The Directors attend courses, seminars and industry events to ensure their various skill sets and capabilities evolve alongside those of AAA’s business.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

The Company presently does not formally review the effectiveness of the board’s performance as a unit, due to the role of Chief Executive Officer (“CEO”) remaining vacant in the Company. The Company intends to have the CEO, once appointed, lead a formal committee review process with the assistance of an outside, third-party consultant who has had prior experience with the Company, its business or an existing relationship in an advisory capacity. On appointment of a CEO, we intend this review process to be conducted on an annual basis. Intended inclusion of approaches to succession planning, board and senior management appointments in the review criteria will be expected of the CEO, in consultation with the consultant.

The Directors undergo a performance review which the Company intends to do on an annual basis to ensure a positive feedback-loop contributes to their effectiveness and commitment to their roles.

The Board’s Chairman is tasked to lead the evaluation of individual directors, with contributions from all other Board members with the exception of the member under evaluation. In the event of the Chairman themselves being proposed for re-election, all other Board members are responsible to conduct the evaluation.

Appraisals are carried out each year with all Executive Directors, conducted by the non-executive Directors with contribution from the executive Directors other than the one under appraisal.

All Directors retire by rotation at regular intervals (every 3 years) and can stand for re-election.*

The Company presently does not have a formal committee effectiveness review process in place due to the Company being an investment company being currently small in size. However, the board intends to formulate such a review process, conducted on an annual basis, with key criteria for gauging effectiveness being i) participation rates measured by committee meetings or reporting outputs, ii) improvements directly attributable to committee actions or recommendations being made and iii) a written statement of assessment being made by a third-party consultant, in the capacity of advisor to the Company.

The Company, compared to previous years, has not formally evolved evaluation procedures for the 1) the board as a unit, 2) at individual director level and 3) at committee level. The Company intends to be more proactive in ensuring improvement evolutions in its procedures.

8. Promote a corporate culture that is based on ethical values and behaviours

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.
Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

AAA’s code of conduct for employees and employers is based on the labour rules and laws in the relevant country of jurisdiction where operations are conducted. The Company, aware of the numerous jurisdictions where operations are conducted, intends to create a universal code of conduct covering expectations and recognition of ethical values and behaviours, and how the board intends to ensure these are respected.

The Company intends to incorporate into the code of conduct a means to penalise violations of its standards and work in conjunction with the remuneration committee, once formed, to incorporate into performance appraisal a reward mechanism to endorse identified and measurable upstanding ethical and behavioural standards.

Corporate culture takes into consideration the cultural sensitivities found in each location, which is the responsibility of the HR/office manager/managing director of each operation.

A culture based on fairness and equal opportunity is upheld by the management team, and decisions engendered by these values are at the discretion of the team.

AAA seeks to uphold its values and culture in all aspects of its operations, including in recruitment, training, nominations, and engagement. As an investment company, we intend to publish internally a universal and annually reviewed investment policy motto that seeks to embody the Company’s values and culture. A flat reporting structure and open-door policy is in place to allow employees to bring up points of discussion to executives at any time.*

9. Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

•  size and complexity; and

•  capacity, appetite and tolerance for risk.


The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Directors are responsible for the overall management and control of AAA. Presently, the Chief Executive Officer role is vacant, and the Executive Directors of the Board have the acting executive responsibility of the day to day running of AAA and implementing its investment policy. The Company is currently searching for a suitable replacement to fill the Chief Executive Officer position in order to strengthen its board composition and lead the Company forward, in particular focusing on the proven pedigree in successfully navigating investments in the Asia Pacific region within the context of an ever growing competitive landscape. The search for an appropriately qualified Chief Executive Officer is ongoing.

The Non-Executive Director has the responsibility of bringing independent judgement to Board decision-making.

The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on pertinent matters. The Chairman also currently fulfills the role of Finance Director. 

Details of the Board’s responsibilities and AAA’s board committees are found in the Corporate Governance Statement under ‘Responsibilities of the Board’ and ‘Board Committee’ sections on page 12 of the 2017 Annual Report. The Board’s updated responsibilities vis-à-vis the adoption of the QCA Code and AAA’s Corporate Governance Statement will be reflected in the next 2018 Annual Report.*

Presently, the Board comprises of only one independent non-executive Director, and the Board intends to add an additional independent non-executive Director to the Board within the next reporting of AAA’s Corporate Governance Statement in order to improve upon its implementation of the QCA code.

As there is currently only one independent non-executive director of the Company, being Dominic Seah Boon Chin, the Board has not established remuneration, nomination and audit committees.

Until the appointment of a further independent non-executive director, Dominic Seah Boon Chin will be responsible for the Company’s remuneration policy. There is no formal terms of reference in place for this process.

Until the appointment of a further independent non-executive director, the Board as a whole will monitor the performance of the Board and plans for succession and the functions usually carried out by a nominations committee. There is no formal terms of reference in place for this process.  

Until an audit committee is appointed, the Board as a whole will be responsible for reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, considering the appointment and remuneration of the Company’s auditor and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications. There is no formal terms of reference in place for this process.

Upon the addition of a second independent non-executive Director, the Board intends to establish the following committees: Audit Committee, Remuneration Committee and Nomination Committee.

Upon its establishment, the Board intends for the Audit Committee to meet twice a year and be responsible for, amongst other things, planning and reviewing the annual report and accounts and interim statements. It will also be responsible for ensuring that an effective system of internal controls is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remain with the Board. There is no formal terms of reference in place for this process, however, upon formal committee establishment, the appropriate terms of reference for that committee will be adopted.

Upon establishment, the Remuneration Committee will meet once a year and be responsible for making recommendations to the Board the remuneration packages for each of the Directors. There is no formal terms of reference in place for this process, however, upon formal committee establishment, the appropriate terms of reference for that committee will be adopted.

Upon establishment, the Nomination Committee will meet as required and be responsibility for reviewing the size and composition of the Board, the appointment of replacement or additional Directors and making appropriate recommendations to the Board. There is no formal terms of reference in place for this process, however, upon formal committee establishment, the appropriate terms of reference for that committee will be adopted.

The Board deems AAA to possess an appropriate corporate governance framework for its current size and taking into account its relatively low level of corporate activity. In addition the Company’s intention to form committees following the addition of a second independent non-executive Director, the Board will also consider the evolution of AAA’s corporate governance framework on an annual basis and in line with the Company’s plans for growth.

The following matters are reserved for the Board:

-     entering into any transaction by the Company, with a total value exceeding GBP 100,000 (One hundred thousand) or contractual obligations exceeding five years, as the case may be

-     change in the share capital or the creation, allotment or issue of any shares of the Company

-     giving of any guarantee, indemnity or security other than in the ordinary course of the Company’s business

-     approval or change of the business plan of the Company

-     appointing any key management position, such as the chief executive officer (CEO) and the chief finance officer (CFO) of the Company

-     selling, disposal or transferring any material asset or property of the Company

-     incorporating any subsidiary

-     making of any loan or advance to any person, firm, body corporate or other business, other than to its wholly owned subsidiary and other than in the ordinary course of business

-     obtaining any loans or credit facilities from any lender (including any bank or financial institution)

-     taking any action which would result in a material adverse effect to the Company’s compliance position


Build Trust

QCA Code Principle

Effective Application as set out by QCA

Our implementation and assessment

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist: 

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Board view the AGM as a primary means of communication with shareholders and give shareholders an open floor to raise any queries or ask any questions of them.

Outside of the AGM, the Board encourages proactive communication with various stakeholder groups along with shareholders, and endeavours to respond to queries in a timely manner.

AAA’s website is kept updated and maintained with information which includes business progress, financial performance and corporate actions reflecting information that has already been announced by the Company.

From the current year onwards, the results of voting on all resolutions in future general meetings will be posted to the Group’s website and announced via RNS, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.

The Company’s financial reports for the last five years can be found here:  http://www.aaacap.com/financial-results

Notices of General Meetings of the Company for the last five years can be found here: http://www.aaacap.com/circulars-and-forms

Certain details regarding the Company’s policy in respect of committees can be found above in the Company’s disclosures in respect of Principle 9.  Further information in relation to the annual report and accounts disclosures in respect of Principle 10 will be provided in the Group’s 2018 Annual Report.*


* The Company has not included the annual report and accounts disclosures required by the 2018 QCA Corporate Governance Code in the Company’s annual report for the year ended 31 December 2017, as these disclosures had not been finalised as of the date of issuance of that annual report. The Company intends to include the annual report and accounts disclosures required by the 2018 QCA Corporate Governance Code in the Company’s annual report for the year ended 31 December 2018.