FORESIGHT 4 VCT PLC - Foresight Group

The Board undertakes a formal evaluation of its own performance and that of its committees and
individual Directors on a rolling three year basis. This methodology is a departure from principles of
the Code, which requires annual evaluation. Initially, the evaluation takes the form of a
questionnaire for the Board (and its committees) and individual Directors. The Chairman then
discusses the results with the Board (and its committees) as a whole and Directors individually.
Following completion of this second stage of the evaluation, the Chairman will take appropriate
action to address any issues arising from the process.
7.3 Remuneration and Nomination Committees
The members of the Remuneration Committee and Nomination Committee of the Company are
Philip Stephens (chairman), Peter Dicks and Roger Brooke. The Remuneration Committee
members (who have responsibility for reviewing the remuneration of the Directors) will meet at
least annually to consider the levels of remuneration of the Directors, specifically reflecting the time
commitment and responsibilities of the role. The Remuneration Committee will also undertake
external comparisons and reviews to ensure that the levels of remuneration paid are broadly in-line
with industry standards. The Remuneration Committee also reviews the appointment of Foresight.
The Nomination Committee meets annually to consider the composition and balance of skills,
knowledge and experience of the Directors and would make nominations to the Directors in the
event of a vacancy. New Directors are required to resign at the annual general meeting following
appointment and then thereafter every three years. There is no formal induction programme for
Directors.
7.4 Audit Committee
The members of the Audit Committee of the Company are Roger Brooke (chairman), Peter Dicks
and Philip Stephens. The Audit Committee members are considered to have sufficient recent and
relevant financial experience to discharge the role, and will meet at least twice a year, amongst
other things to, consider the following:
. monitor the integrity of the financial statements of the Company and approve its accounts;
. review the Company’s internal control & risk management systems;
. make recommendations to the Directors in relation to the appointment of the external auditor
including reviewing and approving the audit plans;
. review and monitor the external auditor’s independence; and
. implement and review the Company’s policies on the engagement of the external auditor to
supply non-audit services.
7.5 Internal control
The Directors have overall responsibility for the Company’s system of internal control and for
reviewing its effectiveness. The internal controls system is designed to manage rather than
eliminate the risks of failure to achieve the Company’s business objectives. The system is designed
to meet the particular needs of the Company and the risks to which it is exposed and by its nature
can provide reasonable but not absolute assurance against misstatement or loss. The Board’s
appointment of Foresight as Company accountant has delegated much of the financial
administration to Foresight. They have an established system of financial control, including
internal financial controls, to ensure that proper accounting records are maintained and that
financial information for use within the business and for reporting to shareholders is accurate and
reliable and that the Company’s assets are safeguarded. SGH Martineau LLP provide legal advice
and assistance in relation to the maintenance of VCT tax status, the operation of the agreements
entered into with Foresight and the application of the venture capital trust legislation to any
company in which the Company is proposing to invest.
Foresight was appointed by the Board as company secretary with responsibilities relating to the
administration of the non-financial systems of internal control. All Directors have access to the
advice and services of the company secretary, who is responsible to the Board for ensuring that
Board procedures and applicable rules and regulations are complied with. Pursuant to the terms of
their appointment, Foresight advise the Company on venture capital investments. Foresight, in
their capacity as company secretary, have physical custody of documents of title relating to equity
investments.
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