Update re re-election of director at the 2020 AGM

Witan Investment Trust plc

10 September 2020

Update statement regarding the re-election of a director at the 2020 AGM

The resolution to re-elect Anthony Watson was passed at the AGM on 29 April 2020, although 21% of votes were cast against the resolution, on the basis that he was not deemed to be independent due to his length of service.  The Board had advised in the 2019 Annual Report that Mr Watson proposed to retire at the AGM in 2021 and that remains the position. The Board considered it to be inappropriate for Mr Watson, who is the Senior Independent Director, to retire in 2020 at the same time as the Chairman of the Company and Chairman of the Remuneration and Nomination Committee.  The Board engaged with those proxy voting agencies who recommended that shareholders should vote against Mr Watson's re-election and a large shareholder in advance of the AGM to explain the Company's position.  Whilst they did not alter their position, the Board considers that deferring Mr Watson's retirement until 2021 was of benefit to the Company and justified by the circumstances.

The Board is firmly of the view that length of service does not of itself impair a director's ability to act independently; rather, a director's longer perspective can add value to the deliberations of a well-balanced investment trust company board. Independence stems from the willingness to make decisions that may conflict with the interests of management; this is a function of confidence, integrity and judgement.  The Board will continue to take account of length of service in its succession planning, as one of a number of factors, including the need to maintain a proper balance of diversity, skills and experience.

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