Scope of Operations
The Private Equity Reporting Group’s scope of operations was produced to articulate the mandate, composition, appointment and conduct of PERG. The appointment of an advisory firm to assist in the Group (ref 2a.II) was made in May 2008. The appointed firm is PricewaterhouseCoopers.
Details of the scope of operations are outlined below:
1. Mandate of the Group
The Group is established with a specific remit to undertake two functions:
- To review the extent of conformity with reporting requirements of the Guidelines;
- To keep the Guidelines under review,
The Group is not in any way to act either as a regulator or as a trade association.
a) To review the extent of conformity with the Guidelines, as follows:
- The Group will publish a brief annual report summarising the universe of relevant portfolio companies and private equity firms, and their respective conformity with the Guidelines, through compliance or explanation, in relation to:
- Content of enhanced disclosure by a portfolio company;
– Form and timing of public reporting by a portfolio company;
– Data input by a portfolio company to the industry association;
– Communication by a private equity firm; and
– Data input by private equity firms to the industry association.
- The Group shall appoint an independent advisory firm to assist it in this regard – see Annex I for scope of engagement for advisory firm.
- The Group will supervise the work of the independent advisory firm and scrutinise their findings.
- The assessment of submissions from private equity firms will be pivotal to this (see Annex II – Statement of Conformity).
The Chairman of the Group, together with the Chairman of the BVCA, will contact those private equity firms which do not cooperate with this process.
- Private equity firms which are members of the BVCA and do not cooperate, will have their membership reassessed by the BVCA.
The Group will also monitor the progress of the BVCA in gathering data on the performance of private equity firms and portfolio companies.
b) The Group will keep the Guidelines under review and make recommendations for changes, when necessary, for consultation with members of the BVCA, in order to ensure that Guidelines remain appropriate in changing market and industry circumstances. Any recommendations made by the Group will be outlined in the annual report.
2. Composition of the Group:
a) The Group will have five members, and be comprised of:
- A Chairman with substantial experience but independent of private equity;
- Two executives from private equity firms;
- Two additional independent members with substantial professional or business experience.
b) Members of the Group shall:
- have skills and experience in a wide variety of sectors, relevant to corporate reporting;
- be of independent mind;
- act in their own capacity and not as representatives of any organisation(s);
- have skills and experience in governance matters;
- be of high standing and capable of commanding respect; and
- be capable collectively of fulfilling the mandate (as defined in above).
c) The Group will be quorate with no fewer than four members in attendance (either by physical presence or by telephone).
3. Appointment of the Group
a) All appointments to be made by the Council of the BVCA following a recommendation by members of the Group. The BVCA will also consult on the appointment of the Chairman with HM Treasury and other Government departments and key stakeholder groups the Group considers necessary.
b) The Chairman of the Group will be appointed for a term of three years, with an option to extend.
c) The other members of the Group will be appointed for a term of three years; it is expected that some of the members will be appointed for a further agreed term upon expiry to ensure continuity for the Group.
d) In exceptional circumstances, such as dereliction of duty or engagement in activity that is likely to cause reputational harm, the BVCA Council may remove a member of the Group and ask the remaining members of the Group to recommend a replacement for its consideration.
e) The Chairman and independent members will be paid appropriate fees, which will be determined by the Council of the BVCA following a recommendation by the Director General and Executive of the BVCA, and will be reimbursed for their reasonable out-of-pocket expenses in connection with their membership of the Group. The executives from private equity firms will not be paid fees.
4. Conduct of the Group
a) The Group will meet four times a year:
- In October, November and appropriate intervals based on the activities of the Group.
- The Group may meet additionally as required from time to time at the direction of the Chairman.
- Minutes of the meetings of the Group will be maintained by the BVCA acting as secretary of the Group.
b) All details of the proceedings of the Group shall be strictly confidential.
c) The Group will supervise the work of the independent advisory firm appointed to assist the Group with its monitoring activities. The Group will also oversee the work of the advisory firm appointed by the BVCA to produce a report on the performance of portfolio companies within the scope of the Guidelines.
d) The annual report will publicise the summary of the key findings and recommendations of the Group.
- The annual report will be issued following the November meeting and will reflect the activity for the prior year, including companies with a financial year ending in April.
e) The Chairman will be the sole designated spokesman for the Group in relation to the annual report and all other external communications of the Group.
f) All recommendations which are publicised in the annual report must be unanimously agreed upon by the members of the Group.
g) Members of the Group are responsible for monitoring conflicts of interest that may arise when their personal or professional interests or relationships are, or appear to be, incompatible with the remit of the Group and may impair the objectiveness and effectiveness of their conduct. Conflicts of interest could arise in a number of situations including the relationship of members of the Group with the advisory firms appointed to assist the Group and the interests members of the Group have in the firms covered by the Guidelines. The composition of the Group includes executives from private equity firms and they, along with the independent members of the Group, are expected to act in their own capacity and not as representatives of any organisation(s). For the purposes of assessing conflicts of interests, members of the Group must consider situations and interests which can reasonably be regarded as likely to give rise to a conflict of interest. If a situation arises or exists in which a member of the Group has or could have a conflict of interest, any Group Member may propose (either in writing to the Group or orally at a meeting of the Group) to the Group that such conflict of interest be authorised.