66 I Maven Income and Growth VCT 4 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 four times 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 risks facing the
Company, with particular emphasis on economic risks
such as the impact of the current cost of living crisis and
high interest rates being experienced in the UK, the
geopolitical unrest in Ukraine and the Middle East, 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 and the review of the 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.
The 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
twice each year. In particular, it has reviewed the process
for identifying and evaluating the principal and emerging
risks affecting the Company and the policies and
procedures by which these risks are managed. The Board
has 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 Deed, and ensures that recommendations
to improve controls are implemented.
Risks are identified through the 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 financial,
regulatory, market, operational and reputational risk.
This helps the Manager’s risk model to 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 provided to the
Directors.
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 that 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 which 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
• the compliance function of the Manager reports bi-
annually to the Risk Committee and has direct access
to the Directors at any time.