Premier Asset Management

Board of Directors

The Board is responsible for the proper governance of the Premier Miton Group plc group of companies (the “Group”) and meets regularly. The Board complies in full with the principles of the corporate governance code published by the Quoted Companies Alliance (the "QCA Code").

The Board also intends to comply, as far as practicable, with certain of the principal requirements of the UK Corporate Governance Code although strictly this code does not apply to the Company. The Board comprises seven Directors, of whom two are executive and five are non-executive. The posts of Chairman and Chief Executive are held by different directors. The Board considers, having regard to the QCA Code, that there are currently three independent Non-Executive Directors.

The Directors believe that the composition of the Board is fully in compliance with the QCA Code and is appropriate for a rapidly growing entrepreneurial company where a significant proportion of the equity is owned by employees and their related interests.

The Board has established guidelines requiring specific matters to be decided by the full Board of Directors, including material acquisitions and disposals, investments and capital projects. In addition, the Board has an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee each with formally delegated duties and responsibilities within written terms of reference.

The Directors intend to comply, and procure compliance with, Rule 21 of the AIM Rules for Companies and the relevant provisions of the Market Abuse Regulations relating to dealings by directors and other applicable employees in the Company’s securities and, to this end, the Company has adopted an appropriate share dealing code. Each Non-Executive Director other than Mike Vogel is deemed independent for the purposes of the QCA Code and the UK Corporate Governance Code.

Board of Directors

At 1 December 2019, the Premier Miton Group plc Board comprised 7 Directors, 5 of whom were non-executive.

Executive Directors

Premier Miton Group Directorships

Non-Premier Miton Group Directorships

Mike O’Shea

Chief Executive Officer

Mike was appointed Chief Executive Officer of Premier Miton Group plc in November 2019 following the merger of Premier Asset Management Group plc and Miton Group plc. He started his investment career as a private client portfolio manager. He joined Premier Asset Management in 1986 to develop the asset management business of the company and was one of the founding directors of Premier Fund Managers in 1988. Mike became Chief Executive Officer of Premier Asset Management in May 2005.

Non-Premier Miton Directorships: Main board of the Investment Association

Premier Miton Group Directorships:

14

Non-Premier Miton Group Directorships:

1

Piers Harrison

Chief Financial Officer

Piers was appointed Chief Financial Officer of Premier Miton Group plc in November 2019 following the merger of Premier Asset Management Group plc and Miton Group plc. He joined Miton Group plc in 2013 and was previously the Deputy Finance Director and Head of Operational Risk with Neptune Investment Management Ltd. Before that Piers specialised in the financial services sector and in 2008 became a partner in Matterley, a Fund Management business whose interests were acquired by Charles Stanley Group Plc in September 2009. He is a Fellow of the Institute of Chartered Accountants in England & Wales having trained and qualified with Saffery Champness in 2001.

Premier Miton Group Directorships:

6

Non-Premier Miton Group Directorships:

0

Non-Executive Directors

Premier Miton Group Directorships

Non-Premier Miton Group Directorships

Mike Vogel

Non-Executive Chairman

Mike joined the Board as Chairman in 2007. He is also the Chairman and Chief Executive Officer of Elcot Capital Management. Prior to this, Mike was the Chief Executive Officer of Framlington Group and before that Chief Executive Officer of Prolific Financial Management.

Non-Premier Miton Group directorships: Elcot Capital Management Limited, The Elcot Fund, Think Digital Group Ltd, JanePlan Limited

Premier Miton Group Directorships:

1

Non-Premier Miton Group Directorships:

4

Robert Colthorpe

Senior Independent Director

Robert is a highly experienced corporate financier with over 25 years of experience advising a wide range of clients, mainly in the financial services sector. He has worked at major merchant and investment banks (Morgan Grenfell, Deutsche Bank, Société Générale and ABN Amro) and boutique advisory firms (Hawkpoint and Europa Partners). He qualified as a Chartered Accountant with Arthur Andersen. Robert was appointed a Non-Executive Director of Premier Portfolio Managers Limited, effective 30 September 2019.

Non-Premier Miton directorships: Colthorpe Associates LLP (LLP Designated Member), Aves Enterprises LLP

Premier Miton Group Directorships:

2

Non-Premier Miton Group Directorships:

2

David Barron

Non-Executive Director

David Barron has held senior positions in the asset management industry for over 25 years. He was Chief Executive of Miton Group plc until the merger with Premier Asset Management Group plc in November 2019. He had held that position from March 2017, having joined Miton in 2013. Prior to that, he had spent nearly 20 years with JPMorgan Asset Management and predecessor companies, latterly leading the UK’s number one investment trust business. He had previously worked with Hambros Bank and Merrill Lynch in corporate finance. David is a member of the Institute of Chartered Accountants of Scotland and holds an MBA from INSEAD. He is also Chairman of Dunedin Income Growth Trust plc.

Non-Premier Miton directorships: Dunedin Income Growth Trust plc.

Premier Miton Group Directorships:

1

Non-Premier Miton Group Directorships:

1

Katrina Hart

Non-Executive Director

Katrina spent her executive career in investment banking, advising, analysing and commentating on a broad range of businesses. Initially working in corporate finance at ING Barings and Hawkpoint Partners, she then moved into equities research at HSBC, covering the General Financials sector. Latterly, Katrina headed up the Financials research teams at Bridgewell Group plc and Canaccord Genuity, specialising in wealth and asset managers. Katrina joined the Board of Miton Group plc in 2011.

Non-Premier Miton directorships: Blackrock Frontiers Investment Trust PLC, Keystone Investment Trust PLC, AEW UK REIT PLC, AEW UK REIT 2015 Limited, Polar Capital Global Financials Trust plc

Premier Miton Group Directorships:

1

Non-Premier Miton Group Directorships:

5

William Smith

Non-Executive Director

Will is a founding partner and Chief Investment Officer at Westbeck Capital Management LLP, an energy focused hedge fund based in London. He is also currently a non-executive director of George Hattersley Limited, a textile manufacturer based in Yorkshire. Will was lead fund manager of City Natural Resources High Yield Trust an Investment Trust, and co-manager of a number of other closed end funds while at CQS and had previously worked at Morgan Grenfell and UBS Phillips and Drew. Will was appointed a Non-Executive Director of Premier Portfolio Managers Limited, effective 30 September 2019.

Non-Premier Miton Directorships: Westbeck Capital Management LLP, BMB Battersea LLP, George Hattersley Limited

Premier Miton Group Directorships:

2

Non-Premier Miton Group Directorships:

3

Board committees

Audit and Risk Committee

The Audit and Risk Committee is chaired by Robert Colthorpe and its other members are William Smith and Katrina Hart. The Audit and Risk Committee meets formally at least twice a year. The Chief Executive Officer, Chief Financial Officer and Chief Operating Officer and other Directors may be invited to attend for all or part of the meetings.

The external auditor of the Company will attend the meetings on a regular basis and will have unrestricted access to the committee and its chairman.

The purpose of the Audit and Risk Committee is to assist the Board in discharging its corporate governance responsibilities in relation to the Company’s external auditors and to provide assurance regarding the reliability and appropriateness of the disclosure of the financial statements.

Audit and Risk Committee
Terms of Reference

Remuneration Committee

The Remuneration Committee is chaired by Mike Vogel and its other members are Robert Colthorpe, William Smith and Katrina Hart. The Remuneration Committee meets as required and at least once each year. Other senior management and external advisers may be invited to attend meetings as the Remuneration Committee considers appropriate.

The Remuneration Committee considers all material elements of remuneration policy, remuneration and incentives of executive directors and senior employees with reference to independent remuneration research and professional advice and will make recommendations to the Board on the framework for executive remuneration and its costs.

The Board is then responsible for implementing its recommendations and agreeing the remuneration packages of individual Directors. Non-Executive Directors’ fees will be determined by the full Board.

Remuneration Committee
Terms of Reference Remuneration Committee
Policies

Nomination Committee

The Nomination Committee is chaired by William Smith and its other members are Robert Colthorpe and Mike Vogel.

The Nomination Committee is responsible for, amongst other matters, evaluating the balance of skills, experience, independence and knowledge on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters.

The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.

Nomination Committee
Terms of Reference