Board of Directors and Key Personnel of the Investment Manager

Current Board

John Croft, Executive Chairman

John Croft

Mr. Croft is an experienced director of Alternative Investment Market ("AIM")-quoted companies and has previously worked in executive and non-executive capacities with a number of fast growth companies in the technology and financial services sectors. He is also currently Non-Executive Chairman of Goal Group Limited, a leading class action service provider and tax reclamation services specialist, and Non-Executive Director of Golden Rock Global PLC, a company listed on the standard listing of the London Stock Exchange. He previously held senior director level positions in Racal Electronics and NCR Corporation, following an early career in banking with HSBC and Grindlays Bank.

Viscount Hugh Trenchard, Non-Executive Director

Hugh Trenchard

Viscount Trenchard began his career at Kleinwort Benson in 1973 and has more than 40 years' experience in investment banking, including 35 years of involvement with Japan and 12 of them as a resident. He ran Kleinwort Benson's Japanese operations for 11 years, and was Head of Japanese Investment Banking with Robert Fleming & Co. Limited, before working with Mizuho International plc for 6 years. He served as a Senior Adviser for Japan and Korea to Prudential Financial, Inc. from 2002 to 2008.

He is also currently Chairman of the investment company Stratton Street PCC Limited, whose funds include the Renminbi Bond Fund managed by Stratton Street Capital LLP. He has also been a consultant to Simon Robertson Associates LLP since March 2013.

Lord Trenchard is a member of the House of Lords and a Vice-Chairman of the British-Japanese Parliamentary Group.

Dr. Lee George Lam, Non-Executive Director

Dr. Lee George Lam
Dr. George Lam serves as Chair of the United Nations Economic and Social Commission for Asia and the Pacific (UNESCAP) Sustainable Business Network (ESBN) and the ESBN Finance Task Force. Dr. Lam is also Vice Chairman of Pacific Basin Economic Council and a Board member and Chairman of the Permanent Commission on Economic and Financial Issues of the World Union of Small and Medium Enterprises.

Dr. Lam is a Solicitor of the High Court of Hong Kong, an Accredited Mediator of the Centre for Effective Dispute Resolution, a Fellow of Certified Management Accountants (CMA) Australia, the Hong Kong Institute of Arbitrators and the Hong Kong Institute of Directors, an Honorary Fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management and the University of Hong Kong School of Professional and Continuing Education, and a Distinguished Fellow of the Hong Kong Innovative Technology Development Association.

Stuart crocker, Non-Executive Director

Stuart Crocker

Mr. Crocker was in the British Army and served in the United Kingdom, Northern Ireland and Germany until 1985. On leaving, he began his career in banking at Merrill Lynch and has lived in the Middle East for over 20 years. Latterly he became the CEO HSBC Private Bank UAE and Oman and the Global Head Private Banking Group at Abu Dhabi Islamic Bank. Throughout his banking career he has worked with clients from Europe, the Middle East, Asia and Africa. He was a Non-Executive Chairman and founder investor of a renewable forestry company, which is now one of the largest forestry operations in West Africa. Following this he has been an advisor, investor and shareholder in projects and start-ups related to foreign direct investment, renewables, education and FinTech.

Most recently he has become a Founding Member and COO of the English Business Council, Dubai. Actively involved in voluntary charity work he has been a Director, and then Trustee, at St. Martin-in-the -Fields in London for over 25 years.

Key Personnel of the Investment Manager

Harmony Capital Investors Limited

Mr. Suresh Withana

Mr. Suresh Withana is a Co-Founder and Managing Partner of Harmony Capital Investors Limited. Prior to founding Harmony Capital Investors Limited, he was most recently Global Head of Special Situations and Co-Head of Asia at Tikehau Capital, the listed investment management company with approximately €10 billion in assets. Previously he was the Co-Founder and Chief Investment Officer at Harmony Capital Partners which was a fund in Asian special situations investments. Prior to that, he was a Director of the Global Special Situations Group at Mizuho International Plc in London and Vice President of Investment Banking at Merrill Lynch International. In total, he has accumulated 24 years of experience, including over 13 years of special situations investing primarily focused on Asia.

The Board, the Investment Manager and Board Committees

The Board is responsible for reviewing and approving the Company’s Investing Policy and for monitoring the performance of Harmony Capital Investors Limited in the performance of its obligations under the Services Agreement. The Company intends to hold board meetings as required and not less than six times annually. The Board does not intend to constitute committees for audit, remuneration and nomination at the present time given there are only four Directors currently appointed to the Board. The Directors will absent themselves, at the appropriate time, from discussions on matters directly affecting their remuneration and responsibility for those tasks normally undertaken by the audit and nomination committees will be shared between the Directors. 

The Board of Jade Road comprises: 

- a Remuneration Committee constituted by Viscount Hugh Trenchard and Dr. Lee George Lam

- an Investment Committee constituted by John Croft, Viscount Hugh Trenchard, Dr. Lee George Lam and Stuart Crocker

- an Audit Committee constituted by John Croft and Stuart Crocker

Corporate Governance

The Board of Jade Road has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company complies with each principle, and where it does not do so, an explanation for that.

 
As suggested by the QCA, our Chairman, John Croft makes the following statement in relation to corporate governance:
“As Chairman of the Company I lead our wholly Non-Executive Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of an AIM investing company of our size. Our over-arching role as a Board is to monitor the Company’s progress with its investing policy and to ensure that it is being properly pursued. In pursuing that strategy, our second key focus is to supervise, manage and objectively assess the performance of our Investment Manager, Harmony Capital Investors Limited. Given there is no executive team in the Company and no other employees, this relationship is critically important in terms of delivering value to our shareholders. 


We set out below how we as a Board seek to apply the QCA Code, bearing in mind the particular nature of the Company and its business. Being an investing company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to produce returns for shareholders in the medium to long term, balancing the potential risks and rewards of each investment which our Investment Manager proposes. We have a rigorous investment process including third party legal, commercial and financial due diligence, site visits, management meetings and independent valuations where relevant. The output of this work is consolidated and presented to the Board by the Investment Manager in high quality investment presentations which are reviewed and discussed at length at investment board meetings. We are not a large corporate with multiple stakeholders and, as noted above, our Board is fully non-executive. We therefore intend to take a pragmatic approach to governance structures and processes and whilst retaining a high performance culture at Board level, adopt policies and procedures which we think are appropriate to an investing company on AIM."