Directors

Anthony Bushell (Chairman) was a non-executive director of a number of investment trusts, and formerly Chief Investment Manager of the Bank of England. He was appointed to the Board on 1 April 1992 (when the Company’s name was The First Spanish Investment Trust plc) and was appointed as Chairman on 26 March 1996

Peter Burrows AO is a senior stockbroker with Bell Potter Securities. He was formerly the chairman/chief executive of Burrows Limited (which merged with McIntosh Baring Limited and was subsequently acquired by Merrill Lynch), chairman of Garratts Limited and, a director of FTR Holdings Limited, CRI Limited and ASX (Sydney) Limited. Appointed to the Board on 6 April 1998

Bruce Hervey spent over 35 years in the Australian stockbroking industry. Originally a partner in an Australian company, he has latterly served with UBS Warburg and HSBC Securities Limited. Appointed to the Board on 22 January 2002.

Warren McLeland formerly a stockbroker and investment banker, is now an adviser in fund management and business strategy to companies. He is a director of Trust Company Limited and Intellect Solutions Limited, in which the Company has investments. Appointed to the Board on 6 April 1998.

All the Directors are independent and non-executive.

Audit Committee The Group’s Audit Committee comprises Mr A Bushell (as Chairman), Mr B Hervey and Mr W McLeland. The constitution of the Committee satisfies the requirement of Principle C.3.1 of the Combined Code. Notwithstanding Principle 2.4 of the Financial Reporting Council’s Guidance on Audit Committees, the Board considers that as only two of the Directors are based in the UK, chairmanship of the Audit Committee by the Chairman of the Board is the most appropriate arrangement for the Company.

All members of the Committee are independent and have considerable knowledge of the investment industry. The Board is satisfied that all members of the Audit Committee have recent and relevant competence and experience.

The Audit Committee monitors the integrity of the financial statements of the Company, and reviews any formal announcements relating to the Company’s financial performance and the financial reporting judgements contained therein.

The Audit Committee also monitors and reviews annually the objectivity, effectiveness and qualification of the auditor, the auditor’s independence, the scope and fees for non-audit work and, in particular, requires that any non-audit work is undertaken by the auditor’s staff not engaged in the provision of audit services.

Based on the monitoring and audit process, the Audit Committee makes recommendations to the Board on the appointment, re-appointment and remuneration of the auditor. The auditor currently provides tax compliance services to the Company. The Committee considers the scope of any non-audit work proposed to be undertaken by the auditor and the fees payable for such work, in advance of engagement.

The responsibilities of the Audit Committee also include the review of internal controls and the Company’s risk matrix, accounting policies, financial statements and the carrying value of any unquoted investments.

Management Engagement Committee Mr A Bushell (as Chairman), Mr B Hervey and Mr W McLeland comprise the Management Engagement Committee which considers the terms of engagement with Ingot Capital Management Pty Limited and Phoenix Administration Services Limited and the fees and other remuneration payable.

Remuneration Committee The Board as a whole fulfils the function of a Remuneration Committee which meets periodically. Notwithstanding Provision B 2.1 of the Combined Code, the Board considers that as only two of the Directors are based in the UK, chairmanship of the Remuneration Committee by the Chairman of the Board is the most appropriate arrangement for the Company. Pursuant to the Company’s current Articles of Association, the aggregate remuneration of the Directors shall not exceed £75,000 per annum. Under the UK Listing Rules, where an investment trust company has no executive directors, the Code’s provisions relating to executive directors’ remuneration do not apply.

Nomination Committee The Board as a whole fulfils the function of a Nomination Committee which considers appointments to the Board. The Directors have between them many years’ collective experience within the industry and a broad knowledge of individuals who would have the necessary skills to promote and develop the Company. Accordingly the Nomination Committee does not consider it necessary to engage the services of third party search consultants unless no such suitably skilled individuals can be identified by the members of the Committee.