Governance

Corporate Governance Statement

Statement of Compliance

The Company is committed to maintaining high standards of corporate governance and considers that reporting against the principles and recommendations of the AIC Code of Corporate Governance issued in February 2019 (the “AIC Code”), provides better information to shareholders as it addresses all the principles set out in the 2018 UK Corporate Governance Code (the “UK Code”), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment trusts, and is endorsed by the Financial Reporting Council (the “FRC”). The AIC Code has been voluntarily followed by the Company. The AIC Code is available from the AIC website at theaic.co.uk. It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies. A copy of the UK Code can be obtained at frc.org.uk.

The Board recognises the importance of a strong corporate governance culture and has established a framework for corporate governance which it considers to be appropriate.

The UK Code includes provisions relating to:

• the role of the chief executive; and
• executive directors’ remuneration.

For the reasons set out in the AIC Code, the Board considers these provisions not relevant to the position of the Company, being an externally managed REIT. In particular, all of the Company’s day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions.

The Board has reviewed the principles and recommendations of the AIC Code and considers that the Company has complied with these throughout the year, except as disclosed below:

• given the size of the Board and the close working relationship of the Directors, the Board does not consider it necessary to appoint a senior independent director (Provision 14 of the AIC Code).
• given the structure and size of the Board, the Board does not consider it necessary to appoint a separate nomination committee. The roles and responsibilities normally reserved for this committee are matters reserved for the Board. The need for a nomination committee is kept under review. (Provision 22 of the AIC Code).
• given the structure and size of the Board and that the Company does not have a workforce, the Board does not consider it necessary to establish a remuneration committee. The roles and responsibilities normally reserved for this committee are matters reserved for the Board (Provision 37 of the AIC Code).

Responsibilities

The Board is collectively responsible for the sustainable long-term success of the Group and to deliver value for shareholders. The Board does not routinely involve itself in day-to-day business decisions. It provides overall leadership and sets the strategic direction of the Group.

The Directors are responsible for ensuring compliance with the Group’s investment policy and have oversight of the management and conduct of the Group’s business, strategy and development.

The Board is also responsible for the control and supervision of the AIFM and the Investment Adviser and compliance with the principles and recommendations of the AIC Code. The Board ensures the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and reviews the overall effectiveness of the systems in place throughout the year and no problems have been identified. The Board is responsible for approval of any changes to the capital, corporate and/or management structure of the Group.

The AIFM is responsible for overall portfolio management (including compliance with the Group’s investment policy) and risk management of the Group, including the implementation and review of adequate risk management systems.

The Investment Adviser is responsible for the asset management of the Group’s portfolio, including arranging for the acquisition of PRS development sites and liaising with third parties providing services to the Group. The Investment Adviser also provides certain development management services to the Group, in connection with the construction and delivery of new PRS units.

The Directors have adopted a formal schedule of matters reserved for decision by the Board. These include the following:

• Oversight of the Group’s operations, ensuring compliance with statutory and regulatory obligations;
• Board membership and powers including the appointment and removal of Board members;
• Establishing the overall control framework, Stock Exchange related matters, including the approval of communications to the Stock Exchange, and communications with shareholders, other than announcements of a routine nature;
• Appointment, termination, and regular assessment of the performance of the principal advisers, including the AIFM, Investment Adviser, legal and tax advisers, administrator, valuer, financial adviser and broker, registrar, Auditor and any other key service providers;
• Approval of acquisitions from Sigma Capital Group Limited and subsidiary undertakings;
• Approval of annual and half yearly financial reports, to 30 June and 31 December respectively, dividends, accounting policies and significant changes in accounting practices;
• Review of the adequacy of corporate governance procedures;
• Review of the risk management systems and the effectiveness of internal controls;
• Alterations to and approval of the Group’s capital structure, dividend policy, treasury policy, borrowing facilities and any banking relationships; and
• Approval of any related party transactions subject to further regulatory requirements.

The Board has carried out a robust assessment of the emerging principal risks affecting the business, including those which would threaten its business model, future performance, solvency or liquidity. Details of these risks and their management are set out in the annual financial statements.

The Board has reviewed the effectiveness of the AIFM and Investment Adviser’s compliance and control systems in operation insofar as they relate to the affairs of the Group and further reviews the arrangements with the Depository to ensure the safeguarding of the Company’s assets and security of the shareholders’ investment is being maintained.

As the Company principally invests in property assets, the Board does not consider that there is any need to determine a separate remit for the Investment Adviser regarding voting and corporate governance issues in respect of investee companies. While the Company has a number of subsidiary undertakings these are all special purpose vehicles set up for the purposes of holding property assets and are all wholly owned and controlled by the Company.

Internal Control Review

The Board is responsible for the systems of internal controls relating to the Company, including the reliability of the financial reporting process, and for reviewing the systems’ effectiveness. The Directors have reviewed and considered the guidance supplied by the FRC on risk management, internal control and related finance and business reporting and an ongoing process is in place for identifying, evaluating and managing the principal and emerging risks faced by the Company. This process, together with key procedures established with a view to providing effective financial control, was in place during the year under review and at the date of this report.

The internal control systems are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which is issued for publication is reliable, and that the assets of the Company are safeguarded.

The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company’s objectives. It should be recognised that such systems can only provide reasonable, not absolute, assurance against material misstatement or loss.

The Directors have carried out a review of the effectiveness of the systems of internal control as they have operated over the period and up to the date of approval of the annual report and financial statements. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified. The internal control systems do not eliminate risk and can only provide reasonable assurance against misstatement or loss.

Internal Control Assessment Process

Robust risk assessments and reviews of internal controls are undertaken regularly in the context of the Company’s overall investment objective.

The following are the key internal controls which the Company has in place:

• a risk register which identifies key and emerging risks and the controls in place to mitigate those risks (this register is maintained by the Investment Adviser subject to oversight of the Audit Committee);
• a procedure to monitor the compliance status of the Company to ensure that it can continue to be approved as a REIT;
• the Investment Adviser and the Administrator prepare forecasts and management accounts which allow the Board to assess performance; and
• the controls employed by the Investment Adviser and other third-party service providers, are periodically reviewed by the Audit Committee; and there are agreed and defined investment criteria, specified levels of authority and exposure limits in relation to investments, leverage and payments.

The risks of any failure of internal controls and impact of such risks are identified in the risk register, which is regularly reviewed by the Board, through the Audit Committee. Taking into account the review of the Group’s principal and emerging risks, and its knowledge of the business, the Audit Committee has reviewed and approved any statements included in the annual report concerning internal controls (including the financial reporting process for the entities included in the consolidation as a whole) and risk management and has determined that the effectiveness of the internal controls was satisfactory. The principal and emerging risks and uncertainties identified from the risk register can be found in the annual financial statements.

Investment Adviser

The Company and the AIFM appointed Sigma PRS as the Investment Adviser in May 2017. Sigma PRS is responsible for the management of the assets of the Company and advising the Company and the AIFM on a day-to-day basis in respect of the Company’s Investment Policy. The IA is part of the Sigma Capital Group, a leading provider of PRS properties in the UK. As a wholly owned subsidiary of Sigma, the IA benefits from the extensive experience and expertise of the Sigma with access to its PRS property platform to source investment opportunities that meet the investment objectives of the Company, management of all properties within the portfolio, and providing marketing and investor relations services to the Company.

During the prior year an extension to the original Investment Advisory Agreement (“IAA”) was agreed. The initial IAA signed on 3 May 2017 and provided for an initial minimum contracted term of five years to 31 May 2022, being the fifth anniversary of the initial admission of the Company’s shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange, with a one year notice period thereafter. Under the new agreement, the contract term has been extended to 31 December 2025, with a one year notice period thereafter.

The agreement with the IA is terminable on not less than 12 months’ notice by either party, such notice not to expire earlier than 31 December 2026. The performance of the Investment Adviser has been reviewed on an ongoing basis throughout the period by the Board at its quarterly meetings. The Board considers a number of factors including investment performance, the skills and experience of key staff and the capability and resources of the IA to deliver satisfactory performance for the Company in accordance with its Investment Objective. The Board is satisfied with the performance of the IA and considers its continued appointment on the terms agreed to be in the best interests of the Company and its shareholders as a whole.

Annual report and financial statements

The Directors have responsibility for preparing the annual report and financial statements. Each of the Directors considers that, taken as a whole, the annual report and financial statements are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

The Board has a reasonable expectation that the Group and the Company will be able to continue in operation and meet its liabilities as they fall due over the next twelve months from the date of signing the annual financial statements. The going concern and viability statements of the Group are set out in the annual financial statements.

Board membership and meeting attendance

For the most up to date board membership and meeting attendance, please see the last annual report on our Reports and Circulars page.

Composition

The Board consists of a Non-executive Chairman and four Non-executive Directors, all of whom were considered independent on, and since their appointment. All of the Directors are independent of the Investment Adviser and the AIFM.

Steve Smith is the Chairman of the Company. The Chairman is responsible for leadership and oversight of the Board to ensure that it functions effectively. Steve ensures that accurate, timely and clear information is received and sufficient time is given in meetings to review all agenda items thoroughly. He promotes constructive debate and facilitates a supportive, co-operative and open environment between the IA and the Directors. He is also responsible for ensuring that the Company’s obligations to its shareholders are understood and met. The Chairman is deemed by his fellow independent Board members to be independent in character and judgement and free of any conflicts of interest. He considers himself to have sufficient time to spend on the affairs of the Company. The Chairman has no significant commitments other than those disclosed in his biography.

The Non-executive Directors hold, or have held, senior positions in industry and commerce and contribute a wide range of skills, experience and objective perspective to the Board. Through the Board committees, the Non-executive Directors bring focus and independence to strategy, governance, internal controls and risk management.

During the year, the Board was satisfied that all Directors were able to commit sufficient time to discharge their responsibilities effectively having given due consideration to the Directors’ external appointments. The Directors were advised on appointment of the expected time required to fulfil their roles and have confirmed that they remain able to make that commitment. All material changes in any Director’s commitments outside the Group are required to be, and have been, disclosed prior to the acceptance of any such appointment.

Directors are selected and appointed by the Board as a whole. There is no separate nomination committee as the Board is considered small relative to listed trading companies. All Directors are therefore responsible for reviewing the size, structure and skills of the Board and considering whether any changes are required or new appointments are necessary to meet the requirements of the Company’s succession plan or to maintain a balanced Board.

In accordance with the Articles of Association, every person appointed as a Director during the course of the year must stand for re-election at the next Annual General Meeting (“AGM”). The Board follows the revised AIC Code of Corporate Governance that applies to financial periods commencing after 1 January 2019 and requires that all Directors will stand for re-election annually and that all Directors will not serve for a period of more than nine years in accordance with the UK Code.

The Board has also considered and developed a succession plan both for the long-term and short-term in the event of any unforeseen change in circumstances in respect of the individual board members.

Remuneration

Given that the Company has no executive Directors or other employees, the Board does not consider it necessary to establish a separate remuneration committee. The Board takes responsibility for reviewing the levels of remuneration set.

Board Committees

The Board has established a Management Engagement Committee, an Audit Committee and a Nomination Committee.

The Audit Committee meets at least twice a year and reviews the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the external Auditors, including the provision of non-audit services. The Audit Committee comprises 4 of the Non-executive Directors given the size of the Board and to benefit from the broad range of financial, commercial and property sector experience which enables them to provide better oversight of financial and risk matters. Rod MacRae is Chairman of the Audit Committee. Further details about the Audit Committee can be found in the annual financial statements.

The Management Engagement Committee meets at least twice a year and keeps the terms of engagement with the AIFM and Investment Adviser under review and examines the effectiveness of the Company’s internal control systems and the performance of the AIFM, Investment Adviser, Administrator, Depositary, Company Secretary, valuer and other service providers. Other than signing a new Investment Adviser Agreement that included a reduction in the Investment Adviser’s fee calculation, there were no other changes to the terms of these engagements. The Management Engagement Committee comprises the whole Board given the size of the Board, with each member independent of the AIFM and the Investment Adviser. The Management Engagement Committee receives reports and analysis from each of the Investment Adviser and AIFM and reviews these, making recommendations for change or requests for additional information where appropriate to ensure ongoing performance under the terms of their respective contractual arrangements. Steve Smith is the Chairman of the Management Engagement Committee. Further details about the Management Engagement Committee can be found in the annual financial statements.

The Nomination Committee meets at least once a year and is responsible for putting in place orderly succession plans for the Board, including the development of a diverse succession pipeline.  The Committee will recommend to the Board the re-election by shareholders under the annual re-election provisions in the AIC Code of Corporate Governance; ensure the provision of a robust induction programme for new directors; monitor the training needs of existing directors; and assist the Chair of the Board with the annual board evaluation process, and the consideration of a regular externally facilitated Board evaluation. The Nomination Committee consists of three Non-executive Directors, and Steve Smith is the Chair of the Committee. Further details can be found in the Committee’s Terms of Reference.

The Committees’ delegated responsibilities are clearly defined in formal terms of reference, which are available below:

• Audit Committee Terms of Reference
• Management Engagement Committee Terms of Reference
• Nomination Committee Terms of Reference

Board Meetings

During a full financial period, the Board meet formally on a quarterly basis with additional meetings arranged as necessary. There were six meetings during the year. The additional meetings in the year were in connection with the approval of the 2021 Annual Report and Financial Statements, and the debt facilities with both Lloyds Banking Group / RBS and Barclays.

At each Board meeting, the Directors follow a formal agenda which is set by the Chair, and the Board papers are circulated in advance of the meeting by the Company Secretary to ensure that the Directors receive accurate, clear and timely information to help them to discharge their duties. For this purpose, the Board receives periodic reports from the AIFM and the Investment Adviser detailing the performance of the Group. The primary focus at the meetings are a review of investment opportunities, investment performance and associated matters such as financial returns, profitability, gearing, asset allocation, level of the share price discount or premium, marketing and investor relations and industry issues.

Discussions of the Board

During the year, the Board spent time discussing the following items:

• health and safety
• investment policy and objectives
• the approval of debt facilities with Barclays
• the Group’s corporate structure
• the Group’s communication strategy
• the key performance indicators by which the Group measures success
• updates on relevant government or regulatory developments
• review of quarterly management accounts
• review of the Company’s share price rating, performance and trading and the Group’s NAV performance
• analysis of the Company’s shareholder register
• review of corporate governance compliance, Group subsidiary activity and Depositary report

The Investment Adviser attends the Board meetings. Representatives from the AIFM and the Company’s other advisers are also invited to attend Board meetings from time to time.

Performance Evaluation

The Directors recognise that the evaluation process is a significant opportunity to review the practices and performance of the Board, its committees and its individual Directors, and to implement actions to improve the Board’s focus and effectiveness which contribute to the Group’s success.

The Board has undertaken an internal performance evaluation designed to assess the strengths and effectiveness of the Board and its committees. The evaluation considered (amongst other things) the composition, balance and effectiveness of the Board, the quality of management information, the independence and the overall performance of the Board and its Committees.

Having conducted the evaluation, the Board considers that it has performed effectively and that it demonstrates a good balance of skills, performance and knowledge. The Board is also satisfied that the Chairman remains independent of the IA and the AIFM and has exhibited a good leadership style, promoting effective decision-making, constructive debate and ensuring the Board functions well as a unit. Whilst the Board recognises it could be more diverse, it does not consider it is in the best interests of shareholders to force diversity by imposing fixed criteria or quotas. The Board will continue to make appointments based on merit, having regard to a number of factors including gender, ethnicity, skills and experience. In identifying suitable candidates to fill Board vacancies, the Board uses the services of external advisers to facilitate the search. In relation to the appointment of Geeta Nanda during the prior year, the Board appointed the Lygon Group, an independent executive search and board consulting partnership providing services to quoted and private equity backed firms. The Board confirmed the independence of Lygon Group prior to their appointment. The Board will continue to monitor and encourage diversity.

Diversity Policy

The Board believes that a diverse and inclusive culture is essential to the long-term success of the company allowing us to respond to our diverse customer base. At the Board we set the tone for diversity and inclusion and our culture, and treat everyone with dignity, respect and fairness, regardless of protected characteristics such as disability, religion or belief, sexual orientation or any other factors.

The Board supports the recommendations of the Hampton-Alexander and Parker Reviews and believes that diversity of gender, social and ethnic backgrounds, cognitive and personal attributes, contribute to a more effective and objective decision-making process in the boardroom.

The Board agrees with the principles of the new Listing Rules LR 9.8.6R(9) and LR 14.3.33R(1). The Board has fulfilled the target to have at least one member from a minority ethnic background. The Board is small in size with five members, one of whom is female, constituting 20% female representation rather than the targeted 40%. Given the Company is an externally managed investment company, and does not have the roles of CEO, CFO or senior independent director, the Board is not required to report against the target that at least one of the senior board positions is held by a woman. The Board monitors the balance of skills, knowledge, experience and diversity on the Board and leads succession planning.

The Directors remain committed to taking steps to increasing both the diversity of the Board and meeting all of the targets set out in the Listing Rules. The Board have made progress towards compliance with the recommendations as set out above and expect to be compliant with the relevant targets by the end of 2023. The Board will formally report on its progress against these targets in the Company’s 2023 Annual Report.

All Board appointments are made on merit and take into consideration the recognised benefits of all types of diversity.

Culture

The Directors are aware that establishing and maintaining a healthy culture amongst the Board and in its interaction with the Investment Adviser, other service providers, shareholders and other stakeholders will support the delivery of its purpose, values and investment strategy. The Board seeks to promote a culture of openness, transparency and integrity through ongoing dialogue and engagement with its stakeholders.

The Group has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity, Directors’ conflicts of interest and Directors’ dealings in the Company’s shares. The Board assesses and monitors compliance with these policies as well as the general culture of the Board regularly through Board meetings and in particular during the annual evaluation process. These policies and behaviours are designed to align the culture with the long term strategy of the Group. The Board seeks to appoint the best possible service providers and evaluates their service on a regular basis.

The Board considers the culture of the IA and other service providers, including their policies, practices and behaviour, through regular reporting from these stakeholders and in particular during the annual review of the performance and continuing appointment of all service providers.

Conflicts of interest

The Group operates a conflicts of interest policy that has been approved by the Board and sets out the approach to be adopted and procedures to be followed where a Director, or such other persons to whom the Board has determined the policy applies, has an interest which conflicts, or potentially may conflict, with the interests of the Group. Under the policy and the Company’s Articles of Association, the Board may authorise potential conflicts that may arise, subject to imposing limits or conditions when giving authorisation if this is appropriate.

The Group reserves the right to withhold information relating to or relevant to a conflict matter from the Director concerned, and/or to exclude the Director from any Board information, discussions or decisions which may or will relate to that matter of conflict, or where the Chairman considers that it would be inappropriate for a Director to take part in such discussion or decision, or receive such information. Procedures have been established to monitor actual and potential conflicts of interest on a regular basis and the Board is satisfied that these procedures are working effectively.

The AIFM and IA maintain a policy to avoid and manage any conflicts of interest that may arise between themselves and the Group. The IA has established a clear and robust framework to ensure that any conflicts of interest are appropriately governed that includes:

• the IA’s obligation to provide the Group with a right of first refusal on every investment opportunity meeting the Group’s investment policy, subject to availability of funding, with the intention that the Group undertakes not less than two-thirds of all such opportunities with the balance being developed by the Investment Adviser and forward sold to the Group
• the IA’s obligation to sell all stabilised investment assets to the Group on pre-agreed terms at a price equal to the market value determined by an independent valuation expert
• other conflict matters, in particular regarding the value, quality or other terms relating to the acquisition of assets by the Group.

 

Professional development

All Directors received a comprehensive and robust induction programme on appointment to the Board that covered the IA’s investment approach, the role and responsibilities of a Director and guidance of corporate governance and applicable regulatory and legislative landscape. The Chairman regularly reviews and discusses the development needs with each Director. Each Director is fully aware that they should take responsibility for their own individual development needs and take the necessary steps to ensure they are wholly informed of regulatory and business developments.

Succession Planning

The Board has given full consideration to succession planning to ensure progressive refreshing of the Board, taking into account the challenges and opportunities facing the Board and the balance of skills and expertise, factoring in the benefits of a diverse Board that are required in the future.

The Board considered emergency and long-term succession planning arrangements and a formal succession plan was agreed.

Health and safety

Health and safety is of prime importance to the Group, and is considered equally with all other business management activities to ensure protection of stakeholders be they tenants, advisers, suppliers, visitors or others. The Board regularly discusses health and safety issues with the Investment Adviser. The Group is committed to fostering the highest standards in health and safety as it believes that all unsafe acts and unsafe conditions are preventable. All our stakeholders have a responsibility to support the aim of ensuring a secure and safe environment, and all our stakeholders are tasked with responsibility for achieving this commitment.

Transparency

The Company aims to be transparent, and to ensure that it communicates with its shareholders and other stakeholders in a manner that enhances their understanding of its business. The Company engages Sigma PRS to maintain accounting documentation that clearly identifies the true nature of all business transactions, assets and liabilities, in line with the relevant regulatory, reporting, accounting, and legal requirements. No record or entry is knowingly false, distorted, incomplete, or suppressed. All reporting is fair, reasonable, complete and in compliance in all material respects with stated accounting policies and procedures.

The Company does not knowingly misstate or misrepresent management information for any reason, and the Company expects the same to apply to its suppliers. The Company may be required to make statements or provide reports to regulatory bodies, government agencies or other government departments, as well as to the media. The Company ensures that such statements or reports are correct, timely, and not misleading, and that they are delivered through the appropriate channels. Through its website the Company provides its Annual Report, other statements and any appropriate information to enable shareholders and stakeholders to assess the performance of its business. The Company complies with the applicable laws and regulations concerning the disclosure of information relating to the Company.

Shareholder engagement

The Group encourages active interest and contribution from both its institutional and private investors and responds promptly to all queries received by the Group. The Board recognises the importance of maintaining strong relationships with shareholders, and the Directors place a great deal of importance on understanding shareholder sentiment.

The Investment Adviser and the Group’s financial advisers regularly meet and receive calls from shareholders and analysts in order to understand their views, and the Group’s broker speaks to shareholders regularly, ensuring shareholder views are communicated to the Board. The Board takes responsibility for, and has a direct involvement in, the content of communications regarding major corporate issues.

Shareholders are encouraged to attend and vote at the Company’s shareholder meetings, so they can discuss governance and strategy and the Board can enhance its understanding of shareholder views. The Board attends the Company’s shareholder meetings to answer any shareholder questions and the Chairman makes himself available, as necessary, outside of these meetings to speak to shareholders.

The Board believes that sufficient information is available to shareholders to understand the balance of risk and reward to which they are exposed by holding shares in the Company. The publication of the Key Information Document on the Company’s website, which is prepared by the AIFM in conjunction with the Investment Adviser, provides the nature and key risks of the Company to shareholders. The Board is committed to providing investors with regular announcements of significant events affecting the Group and all investor documentation is available in the Investor Relations.

 

Stakeholder Engagement and Section 172 Statement

Stakeholder engagement

The PRS REIT is focused on delivering new homes for private rental across the UK, with family homes its key target market. The Group’s PRS activities bring together a network of formal and informal relationships, which include: construction partners; central government; local authorities; customers; and communities. As a sustainable business, the Company is providing an innovative build-to-rent solution to address a national, market, and societal demand for quality family homes.

Across the UK, the PRS REIT engages with a range of interest groups to ensure that it listens to, understands and responds appropriately to the interests and concerns of all stakeholders, as well as seeking to deliver sustainable value for them.

Effective engagement with stakeholders at Board level, and throughout the Group’s business, is crucial to fulfilling the Company’s goal to deliver family PRS homes across the UK. While the importance of giving due consideration to stakeholders is not new, we are taking the opportunity to explain in more detail how the Board has engaged with the PRS REIT’s stakeholders. The Company continues to be collaborative with all stakeholder groups, including customers, partners, house builders, suppliers, local authorities, regulators, funders and investors. This approach necessarily involves listening to and taking account of their views and feedback, while also being open to change.

Section 172 statement

The following serves as the Company’s section 172 statement and should be read in conjunction with the Strategic Report in the annual report. Section 172(1) of the Companies Act 2006, requires Directors to fulfil their duty to promote the success of the company. In doing this, the Directors must act in good faith, and in a manner which would most likely promote the success of the Company for the benefit of its members as a whole. The Directors should have regard to:

• the likely consequences of any decision in the long term,
• the interests of the company’s employees,
• the need to foster the company’s business relationships with suppliers, customers and others,
• the impact of the company’s operations on the community and the environment,
• the desirability of the company maintaining a reputation for high standards of business conduct, and
• the need to act fairly as between members of the company.

To ensure that the Directors are aware and understand their duties, they are provided with all relevant Company information when they are appointed to the Board and receive regular updates and training on matters where appropriate. Directors also have access to the advice and services of the Company Secretary as well as independent advisers, should they wish. Directors receive technical updates from the NOMAD, the Company Secretary, and the Investment Manager as and when appropriate.

Our stakeholders

	Our customers	Our local communities and environment	Our investors and funders
Who are they?	Our tenants, their families, and the people who live in or around our sites.	Communities who live in and around our properties as well as local organisations and enterprises, including the natural surroundings of our properties.	The entities, institutions and individuals who own shares in the Company together with the lenders who provide debt finance.
Why are they important to us?	Customer service is at the heart of our business. Our tenants provide us with rental income, so it is essential that we serve their needs	The Board places an ever-increasing emphasis on the importance of ESG factors The Board and the Investment Adviser are fully committed to managing the business and implementing the investment strategy responsibly	Continued shareholder and lender support is critical to the sustainability of the Company and delivery of the Company’s long-term business growth strategy
What matters to them?	Affordable, high quality, well maintained, homes at market prices that suit their needs Provision of accommodation in areas of strong employment with good infrastructure, transport links and local education Community environment which enhances wellbeing	Places which foster social connections and enhance wellbeing Support for local organisations, e.g. schools and charitable institutions Minimising carbon emissions during construction and after completion when tenants occupy properties Minimising waste and conserving water during construction and after completion when tenants occupy properties Promoting environmental responsibility Preserving and enhancing biodiversity	Delivery of strategy and financial performance Effective communication of the Company’s progress and ongoing strategy Attractive returns on their respective equity and debt investments
Ways we are engaging with them	Delivering properties that target strong environmental certifications 582 tenant surveys completed annually Utilisation of an in-house app which provides two way communication and information between tenant and landlord on a variety of topics Seasonal events and marketing activities e.g. Easter egg hunts, Pizza nights, Christmas events Further information on how we engage with our customers can be found in the financial statements	Fostering networks which connect our occupiers with local communities and organisations Designing and delivering low-carbon emission properties including installation of EV panels, EV charging points, utilisation of modern methods of construction and reduction of waste Promoting the mitigation of carbon emissions on existing properties Identifying opportunities to increase biodiversity on and around properties Recycling activities including installation of clothes banks on sites Support for local schools and charities though donations for projects Garden maintenance and provision of open green spaces For further information on the Groups’ ESG policies and performance please see the annual financial statements and the ESG report.	Through a combination of Annual and Interim Reports, presentation of financial results and announcements to the market Provision of financial information and covenant compliance certificates to debt funders The Company encourages and welcomes shareholder queries at its Annual General Meeting Communication through the Company’s joint brokers Returns-focused strategy with clear targets set Meetings offered to substantial shareholders, debt providers and potential investors who all met at least once in the last year Regular formal and informal communication with both equity and debt providers Further information as to how the Company has engaged with its shareholders can be found in the annual financial statements and the ESG report The Board’s proposal on the final total dividend for the 2022 financial year of 4.0p per share (2021: 4.0p) reflects the Board’s confidence in the Company’s long-term financial health and growth prospects

	Our partners and suppliers	Our investment adviser("IA")
Who are they?	Construction partners, local authorities, Letting Agent, Company Secretary, suppliers and all other organisations we have a direct relationship with	Sigma PRS Management Ltd (“Sigma PRS”)
Why are they important to us?	As we outsource all of our administrative functions to external service providers, they are critical to the administration and running of our business	Performance of the IA is critical for the Company to successfully deliver its investment strategy and meet its performance targets
What matters to them	Reliability and dependability of the PRS REIT Customer recommendations, enabling them to win new/additional business Contributing to the success of the PRS REIT Long term partnerships	Provision of support and clear direction by the Board in terms of overall strategy and policy
Ways we are engaging with them	Maintaining an open and active dialogue Developing long term relationships with suppliers Partnership approach based on open and consistent dialogue, focused on delivering solutions Payment of suppliers in accordance with credit terms which are typically less than 30 days	The Board and Sigma PRS have a close working relationship. The IA attends the regular Board meetings and reports to the Board on progress and performance The Management Engagement Committee of the Board reviews the performance of the IA annually Regular informal and formal discussions between members of the Board and the IA, together with members of the Audit Committee and the IA Further information as to how the Company has engaged with our IA can be found in the annual financial statements

Employees

Apart from the Directors, The PRS REIT does not have any employees (2021: nil). Sigma PRS Management Ltd is the appointed Investment Adviser to the PRS REIT.

 

Directors’ Remuneration Policy

The Directors’ Remuneration Policy of the Company is set by the Board and was approved by shareholders at the Annual General Meeting held on 15 December 2021. The policy provisions set out below will apply until they are next put to shareholders for renewal of that approval, which must be at intervals of not more than three years, or earlier if proposals are made to vary the policy. The Directors’ Remuneration Policy is binding and sets the parameters within which Directors’ remuneration may be set.

The Directors’ Remuneration Policy of the Company is to pay its Non-executive Directors fees that are appropriate for the role and the amount of time spent in discharging their duties, that are broadly in line with those of comparable real estate investment companies and that are sufficient to attract and retain suitably qualified and experienced individuals which therefore supports the long term strategic objectives of the Group.

The fees paid will be reviewed on an annual basis and may also be reviewed when new Non-executive Directors are recruited to the Board. The Directors of the Company are entitled to such rates of annual fees as the Board, at its discretion, shall from time to time determine. The Chairman of the Board and the Audit Committee Chairman are entitled to receive fees at a higher level than those of the other Directors, reflecting their additional duties and responsibilities. Annual fees are pro-rated where a change takes place during the financial year.

In addition to the annual fee, under the Company’s Articles of Association, if any Director is requested to perform any special duties or services outside his or her ordinary duties as a Director, he or she may be paid such reasonable additional remuneration as the Board may from time to time determine.

Directors’ Remuneration Components

Component	Director	Annual Fee £'000	Purpose of Remuneration
Annual Fee	Chairman	45	Commitment as Chairman of a public company
Annual Fee	Non-executive Directors	30	Commitment as Non-executive Directors of a public company
Additional Fee	Chairman of the Audit Committee	5	For additional responsibilities and time commitment
Additional Fee	All Directors	Discretionary	For extra or special services performed in their role as a Director
Expenses	All Directors	n/a	Reimbursement of expenses incurred in the performance of duties as a Director

Directors and Officers liability insurance cover is maintained by the Company on behalf of the Directors.

Directors are entitled to be paid all expenses properly incurred in attending Board or shareholder meetings or otherwise in or with a view to the performance of their duties.

As all Directors are Non-executive and there are no employees, the Company does not operate any share option or other long-term incentive schemes and the Directors’ fees are not subject to any performance criteria. No pension or other retirement benefits schemes are operated by the Company for any of its Directors.

Letters of appointment

No Director has a service contract with the Company. The Directors are appointed under letters of appointment. Their appointment and any subsequent termination or retirement is subject to the Articles of Association. The Directors’ letters of appointment provide that, upon the termination of a Director’s appointment, that Director must resign in writing and all records remain the property of the Company. A Director’s appointment can be terminated in accordance with the Articles of Association and without compensation. There is no notice period specified in the Articles of Association for the removal of Directors and all Directors are subject to re-election by shareholders every year from the date they were last re-elected.

Approach to recruitment remuneration

The remuneration package for any new Chairman or Non-executive Director will be the same as the prevailing rates determined on the bases set out above. The Board will not pay any introductory fee or incentive to any person to encourage them to become a Director, but may pay the fees of search and recruitment specialists in connection with the appointment of any new Non-executive Director.

Views of shareholders

Any views expressed by shareholders on the fees being paid to Directors are taken into consideration by the Board when reviewing levels of remuneration. No views have been expressed to date.

Voting at the AGM

The Directors’ remuneration report for the most recent year end can be found in the latest annual report.