
62 I Maven Income and Growth VCT PLC
• to review and approve the statements to be included
in the Annual Report concerning risk management;
• to review and monitor the Manager’s responsiveness
to the findings and recommendations of its internal
control function;
• to meet with representatives of the Manager’s
internal control function at least once each year, to
discuss any issues arising; and
• to allow direct access to representatives of the
Manager’s internal control function.
The Committee will review these Terms of Reference at
least once each year.
Activities of the Risk Committee
The Committee met four times during the year under
review. In addition to the Committee’s ordinary activities
in that period, the Committee carried out a full and
comprehensive review of the Company’s Risk Register.
This included a reassessment of the principal and
emerging risks facing the Company, with particular
emphasis on economic risks such as the ongoing impact
of high inflation and interest rates, the ongoing .
geopolitical unrest and the impact of the failure to
prevent an identified risk occurring, together with a
review of the control measures used to address the
identified risks. The Committee also took the opportunity
to ensure that the Risk Register adequately addressed
new legislative and regulatory changes.
Internal Control and Risk Management
The Board of Directors has overall responsibility for the
Company’s system of internal control and for reviewing
its effectiveness. However, as the Directors have
delegated the investment management, company
secretarial and administrative functions of the Company
to Maven, the Board considers that it is appropriate for
the Company’s internal controls to be monitored by the
Manager, rather than by the Company itself.
The principal responsibilities of the Committee include
the ongoing review of the effectiveness of the internal
control environment of the Company and the review of
the Company’s risk management systems that allow the
Company to identify, measure, manage and monitor all
risks on a continuous basis. The Committee keeps the
effectiveness of the Company’s internal control and risk
management systems and procedures under review. The
Directors have confirmed that there is an ongoing
process for identifying, evaluating and managing the
significant risks faced by the Company, which has been
in place up to the date of approval of this Annual Report.
This process is reviewed regularly by the Board and
accords with internal control guidance issued by the FRC.
Through the Risk Committee, the Board reviews the
effectiveness of the system of internal control at least
bi-annually. In particular, it has reviewed the process
for identifying and evaluating the significant risks
affecting the Company and the policies and procedures
by which these risks are managed. The Directors have
delegated the management of the Company’s assets to
the Manager and this embraces implementation of the
system of internal control, including financial, operational
and compliance controls and risk management.
Internal control systems are monitored and supported
by the compliance function of the Manager, which
undertakes periodic examination of business processes,
including compliance with the terms of the Management
and Administration Agreement, and ensures that any
recommendations to improve controls are implemented.
Risks are identified through a risk management
framework by each function within the Manager’s
activities. Risk is considered in the context of the
guidance issued by the FRC and includes compliance,
external, people, operational and strategic risks. This
helps the Manager’s risk model identify those functions
most appropriate for review. Any errors or weaknesses
identified are reported to the Company and timetables
are agreed for implementing improvements to systems.
The implementation of any remedial action required is
monitored and feedback is provided to the Board.
The key components designed to provide effective
internal control for the year under review and up to the
date of this report are:
• the Manager prepares forecasts and management
accounts, which allow the Board to assess the
Company’s activities and review its investment
performance;
• the Board and Manager have agreed clearly defined
investment criteria, specified levels of authority and
exposure limits. Reports on these issues, including
performance statistics and investment valuations, are
submitted regularly to the Board;
• the Manager’s evaluation procedure and financial
analysis of the companies concerned include detailed
appraisal and due diligence;
• the compliance function of Maven reviews the
Manager’s operations, system and controls on an
ongoing basis;
• written agreements are in place that specifically
define the roles and responsibilities of the Manager
and other third-party service providers;
• clearly documented contractual arrangements exist in
respect of any activities that have been delegated to
external professional organisations;
• the Committee carries out a bi-annual assessment of
internal controls by considering reports from the
Manager, including oversight of Maven’s whistleblowing
policy, its internal control and compliance functions,
and taking account of events since the relevant
period end; and