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Corporate
Governance
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Directors Responsibilities
The Directors are responsible for the determination and implementation of the Group's
investment strategy and have overall responsibility for the Group's activities,
including the review of the Group's investment activities and performance.
The Directors will take measures to ensure that the Company complies with the revised
combined code on corporate governance published in June 2003 and updated in June
2006 by the Financial Reporting Council (“Combined Code”)
to the extent they consider appropriate, taking into account the size of the Company
and nature of its business.
The Board will undertake all functions that would normally be delegated to the audit
committee including reviewing annual and interim results, receiving reports from
the auditors, agreeing auditors' remuneration and assessing the effectiveness
of the audit and internal control environment. Where necessary, the Board will obtain
specialist external advice from either its auditors or other advisers.
The Board will review annually the remuneration of the Directors and agree the level
of non-executive fees. Consideration will be given by the Board to future succession
plans for Board members as well as consideration as to whether the Board has the
skills required to effectively manage the Company. The Company will take all reasonable
steps to ensure compliance by the Directors and any employees with the provisions
of the AIM Rules relating to dealings in securities of the Company and has adopted
a share dealing code for this purpose.
In addition, the Company will have an investment committee consisting of the directors
of Mauritian Holdco which will scrutinise any recommendations for acquisitions or
divestments received from the Investment Adviser.
Shareholder Rights
As Ishaan is incorporated in the Isle of Man and registered under the IoM Companies
Act, the rights of shareholders may be different from the rights of shareholders
in a UK incorporated company. The company's constitutional documents may be accessed
from the link below:
 Articles of Association
and Memorandum of Association
Shareholder Disclosure Obligations
Shareholders are required under the Articles to notify the Company whenever they
(or any person who is interested in any shares held by them) become interested
in shares in the capital of the Company representing more than 3 per cent. of the
issued share capital of any class of shares of the Company. If any Shareholder fails
to comply with these requirements, the Board may, by notice to the holder of the
shares, suspend their rights as to voting, dividends and transfer for so long as
the default continues. Additionally, the Company may require any member to confirm
the particulars of his past or present interest in shares in the Company.
Above information has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.
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