Witan Investment Trust plc

21 September 2022

Update statement regarding the re-election of a director at the 2022 AGM

The resolution to re-elect Suzy Neubert was passed at the AGM on 5 May 2022, although 39% of the votes cast (by 8.7% of shareholders) were cast against the resolution.  The Board understands that the reason for the result was that some shareholders deemed Ms Neubert not to be independent due to her length of service (10 years) on the Board. 

The Board shares the widely accepted view that length of service does not of itself impair a director's ability to act independently (any more than a recent appointment guarantees it); rather, a longer-serving director's perspective can add value to the deliberations of a well-balanced investment trust company board.  Independence stems from the willingness to make decisions that are for the benefit of the Company, even if they may conflict with the interests of management; this is a function of confidence, integrity, and judgement.  The Board considers that Ms Neubert demonstrates such qualities, and that it is therefore justified in deeming her to be independent, along with the other non-executive directors. 

The Chairman wrote to the Company's large shareholders in advance of the AGM to explain its reason for wishing Ms Neubert to remain on the Board for a further year, which was to retain her experience and knowledge of the Company as she is the only non-executive director with more than six years' experience on the Board. 

Following receipt of the proxy results,  the Board reiterated to shareholders present at the AGM on 5 May the commitment that she would retire at the 2023 AGM and released a statement to that effect in the post-AGM RNS announcement.  The Chairman also wrote to the large shareholders reiterating that commitment.

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