Skip to Footer Select Region Menu Press releases Events Webcasts Governance Home Shareholders Governance Share on Twitter Share on LinkedIn Share by email Copy URL Print page Board of directors Advisors Document centre US listing Guernsey Code of Governance Ethical Conduct Code for Senior Financial Officers Main country of operation Board of directors The Board comprises five independent non-executive Directors along with Burford’s CEO. The Directors have overall responsibility for the Company’s activities, including the review of its investment activities and performance. They have primary responsibility for determining the Company’s overall investment objectives, strategy and policies, and for implementing its investment policies. The Board also operates through three committees composed entirely of independent directors, Audit (Parkinson (Chair), Gillespie, Muller and Sievwright), Nominating and Governance (Wilson (Chair), Gillespie and Muller) and Compensation (Wilson (Chair), Parkinson and Sievwright), all of which meet throughout the year as required. The Compensation Committee reviews and approves compensation and long-term incentive plan awards for all staff. The Audit Committee plays an active role, not only in overseeing the audit process and managing non-audit services to ensure the continued independence of the auditors, but also in addressing investment valuations, an area of key judgement for the business. The Board generally meets four times each year. The Directors bring a range of experience in public company, investment management and litigation matters. The Directors of the Company are: Hugh Steven Wilson Chairman Charles Parkinson Director Robert Gillespie Director John Sievwright Director Andrea Muller Director Christopher Bogart Director The Board has adopted the Finance Sector Code of Corporate Governance issued by the Guernsey Financial Services Commission. The Company is subject to the UK City Code on Takeovers and Mergers. As the Company is not incorporated in the UK, the rights of shareholders may differ from the rights of shareholders in a UK incorporated company. Audit Committee Compensation Committee Nominating and Governance Committee Hugh Steven Wilson Chair Chair Charles Parkinson Chair Member Robert Gillespie Member Member John Sievwright Member Member Andrea Muller Member Member Christopher Bogart = Financial Expert Back to top > Advisors Advisors to the company on US and English law Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HT Advisors to the company on US law Cravath, Swaine & Moore 825 8th Avenue New York, NY 10019 Advisors to the company on Guernsey law Ogier Ogier House St Julian´s Avenue St Peter Port Guernsey GY1 1WA Nominated advisor and joint broker Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT Administrator and company secretary Oak House Hirzel Street St Peter Port Guernsey GY1 2NP Independent auditors Ernst & Young LLP PO Box 9 Royal Chambers St. Julian's Avenue St Peter Port Guernsey GY1 4AF Registrar Computershare Investor Services (Guernsey) Limited 3rd Floor, NatWest House Le Truchot St Peter Port Guernsey GY1 1WD Joint broker Jefferies International Limited 100 Bishopsgate London EC2N 4JL Back to top > Document centre Annual General Meeting 18 May 2021 Notice Of Meeting 18 May 2021 AIM Investor Voting Instruction Form NYSE Investor Notice NYSE Investor Proxy 2021 Non Employee Directors’ Share Plan Dividend Dividend Currency Election Form NYSE Registered Holders Dividend Currency Election Form AIM Investors Electronic shareholder communication notices UK Shareholder Electronic Communication Notice US Shareholder Electronic Communication Notice Annual General Meeting – 13 May 2020 Notice Of Meeting 13 May 2020 Proxy Form 13 May 2020 Articles Adopted at the Annual General Meeting on 13 May 2020 Blackline of New Articles New LTIP Plan Blackline of New LTIP Plan Burford Capital Limited was admitted to trading on 21 October 2009. Admission Document Burford Capital Limited was formed and registered in the Bailiwick of Guernsey on 11 September 2009. Memorandum of Incorporation Articles of Incorporation Articles Adopted at the Annual General Meeting on 13 May 2020 Blackline of New Articles Audit Committee Terms of Reference Nominating and Governance Committee Terms of Reference Compensation Committee Terms of Reference Back to top > US listing CREST Shareholder Letter CREST Shareholder Letter Certificated Shareholder Letter Certificated Shareholder Letter FAQs on US listing structural options for shareholdings and shareholder election FAQs on Dual Listing Information Memorandum for Website Information Memorandum for Website Notice to Beneficial Holders on Urgent Engagement of Nominee or Custodian Notice to Beneficial Holders on Urgent Engagement of Nominee or Custodian Guernsey Code of Governance Burford has throughout its history adopted and complied with the Guernsey Finance Sector Code of Corporate Governance, and our compliance has been the subject of regular reporting to, and oversight by, the Board. A summary of Burford’s compliance aligned with the Code’s provisions includes: Effective Responsible Board: Prior to the Covid Pandemic, the Board held an in-person meeting every quarter during which it reviewed thoroughly all aspects of the businesses’ strategy and performance; the directors spent at least one evening and one full day together for each meeting. Since the pandemic began, Burford has conducted all board meetings via video conference or telephonically. The Board will resume in-person meetings again once it is safe to do so and in compliance with various regulations governing travel. Burford’s Chief Executive Officer and Chief Investment Officer participate in the entirety of each board meeting (other than the closed session discussed below), joined as appropriate by other senior members of management. The Board reviews its performance and director compensation annually and regularly discusses succession planning and management oversight. The Board meets in closed session without management present at each of its meetings. The Board also operates through three committees composed entirely of independent directors, Audit (Parkinson (Chair), Gillespie, Muller and Sievwright), Compensation (Wilson (Chair), Parkinson, and Sievwright) and Nominating and Governance (Wilson (Chair), Gillespie and Muller (assuming approval at this meeting)), all of which meet throughout the year as required. The Compensation Committee reviews and approves compensation policy and LTIP awards for all staff. The Audit Committee plays an active role, not only in overseeing the audit process and managing non-audit services to ensure the continued independence of the auditors, but also in addressing investment valuations, an area of key judgment for the business. The Nominating and Governance Committee reviews potential new directors and also oversees corporate governance and ESG matters. Steve Wilson also chairs the Board of Burford Capital Holdings (UK) Limited, a significant Burford subsidiary, to ensure non-executive oversight. Collective Responsibility of the Directors: Burford’s directors are experienced and collectively well-versed in the legislative and regulatory environment in which Burford operates. They are provided with relevant information in a timely manner (including a daily business update) and kept abreast of relevant information so that they can discharge their duties. The Board has overall responsibility for Burford’s governance, strategy, risk management and key policies and engages in robust scrutiny of the business and its investment portfolios. The Board regularly evaluates its own performance and discusses improvements to its structure and processes. Good Standards of Business Conduct, Integrity and Ethical Behaviour: The Board is subject to Burford’s various integrity policies, including with regard to conflicts of interest, self-dealing and fiduciary duties. Accountability for Burford’s Position and Prospects: At its quarterly meetings, the Board is presented with materials so it can meaningfully assess Burford’s performance, measure the impact of the businesses’ strategy and evaluate its position. Burford has a significant professional finance function that provides detailed management reporting and also prepares financial statements pursuant to International Financial Reporting Standards. As disclosed in our Annual Report for 2020, we are likely to convert to reporting under US GAAP, which is not expected to cause any dramatic changes to our accounts. The Audit Committee is in regular contact with Ernst & Young, Burford’s auditors. The Audit Committee is responsible for reviewing the effectiveness of our internal controls and risk management systems and meeting regularly with the external auditor, including at least once annually without management, and reviews the findings of the audit. The Board has ultimate responsibility for Burford’s objectives and business plans. Board Oversight of Risk Management: As discussed in depth, the Board maintains oversight of risk by way of a comprehensive risk presentation at every quarterly Board meeting. Burford has a robust management team focused on risk, including a Chief Compliance Officer, a General Counsel and a number of other in-house lawyers. In addition, dozens of the businesses’ professional staff are lawyers, including many of the businesses’ most senior managers. Timely and Balanced Disclosure and Reporting: The Board is responsible for overseeing appropriate and timely reporting pursuant to applicable obligations. Fair and Responsible Compensation: The Compensation Committee is responsible for setting Burford’s compensation policy which is consistent with effective risk management and for establishing and reviewing compensation of certain senior management. Effective Shareholder Relations: The Board’s general practice is to disclose publicly adequate materials relevant to Burford’s performance whenever is necessary or practical. The Board provides the AGM as a forum for shareholders to exercise their rights as well as supervising a robust investor relations program. Burford’s adoption of the Code is current as of 18 May 2021 and is reviewed as part of the Company’s annual reporting process. There are no material departures from Burford’s obligations under the Code. Back to top > Ethical Conduct Code for Senior Financial Officers Ethical Conduct Code for Senior Financial Officers Back to top > Main country of operation The main country of operation of the Burford group of companies is the United States. Back to top > THIS NOTICE IS RELEVANT FOR AND APPLICABLE TO THE DOCUMENTS AND INFORMATION MADE AVAILABLE ON THIS WEBSITE IN CONNECTION WITH THE US LISTING ON THE NEW YORK STOCK EXCHANGE ONLY. ELECTRONIC VERSIONS OF THE MATERIALS RELATING TO THE US LISTING ON THE NEW YORK STOCK EXCHANGE ARE BEING MADE AVAILABLE ON THIS WEBSITE BY BURFORD CAPITAL LIMITED FOR INFORMATION PURPOSES ONLY. THE INFORMATION CONTAINED IN THIS AREA OF THE WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR ANY INVITATION OR SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES PURSUANT TO ANY OFFER OR OTHERWISE. You are attempting to enter the area of this website that is designated in part for the publication of documents and information in connection with the process of adding a US listing on the New York Stock Exchange (“NYSE”) for Burford Capital Limited (“Burford”) shares in addition to continuing their trading on the London Stock Exchange’s Alternative Investment Market. The relevant information contained in this part of the website in relation to the US listing is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this part of the website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to any offer or otherwise. Access to the Website If you would like to view this area of the website in relation to the US listing, please read this notice carefully. This notice applies to all persons who view this area of the website. Burford reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of Burford. The information contained on this website should be read in full by all shareholders and by anyone that acquires, or will acquire, interests in Burford shares. The information contained in this area of the website and this communication shall not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares or other securities of Burford. Forward Looking Statements This area of the website contains “forward-looking statements”, including within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934. The disclosure set forth in this section of the website includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to Burford’s operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in its business and the markets in which Burford operates. These statements are intended as “forward-looking statements”. In some cases, predictive, future-tense or forward-looking words such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “may”, “plan”, “potential”, “predict”, “projected”, “should” or “will” or the negative of such terms or other comparable terminology are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, Burford and its representatives may from time to time make other oral or written statements which are forward-looking statements, including in Burford’s periodic reports that filed with the US Securities and Exchange Commission, other information sent to its security holders, and other written materials. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions and Burford’s actual results of operations, including its financial condition and liquidity and the development of the industry in which it operates, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this section of the website. In addition, even if Burford’s results of operations, including its financial condition and liquidity and the development of the industry in which it operates, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods. Factors that might cause future results to differ include, but are not limited to, the following: adverse litigation outcomes and timing of resolution of litigation matters; valuation uncertainty in respect of the fair value of Burford’s capital provision assets; Burford’s ability to identify and select suitable legal finance assets and enter into contracts with new and existing clients; changes and uncertainty in law and regulations that could affect Burford’s industry, including those relating to legal privilege and attorney work product; improper use or disclosure of confidential and legally privileged information under Burford’s control due to cybersecurity breaches, unauthorized use or theft; inadequacies in Burford’s due diligence process or unforeseen developments; credit risk and concentration risk relating to Burford’s legal finance assets; competitive factors and demand for Burford’s services and capital; negative publicity or public perception of the legal finance industry or Burford; current and future economic, political and market forces, including uncertainty surrounding the effects of COVID-19; potential liability from future litigation; Burford’s ability to retain key employees; and the sufficiency of Burford’s cash and cash equivalents and its ability to raise capital to meet its liquidity needs. Except as required by applicable law, Burford and its affiliates undertake no obligation to update or revise any forward-looking statements contained in this section of the website in relation to the US listing, whether as a result of new information, future events, a change in Burford’s views or expectations or otherwise. New factors emerge from time to time, and it is not possible for Burford to predict all of these factors. Further, Burford cannot assess the impact of each such factor on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Responsibility In relation to any document, announcement or information contained in this area of the website in relation to the US listing, the only responsibility accepted by the directors of Burford is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise. None of the directors of Burford, Burford or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party. The documents included in this area of the website in relation to the US listing speak only at the specified date of the relevant document and neither Burford nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law). If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. THE DOCUMENTS IN THIS AREA OF THE WEBSITE IN RELATION TO THE US LISTING MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS. Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This notice shall be governed by, and interpreted in accordance with, English law. Confirmation of Understanding and Acceptance of Disclaimer I represent and warrant to Burford that I intend to access this area of the website in relation to the US listing for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by the terms of this notice. I Agree I Disagree Disclaimer This section of Burford’s website is intended for the use of Burford’s public investors and is required to be provided under AIM Rule 26. Burford also maintains a separate private funds business. Information presented here is not intended for the use of private fund investors, nor is it presented in the appropriate form for such investors. Moreover, Burford does not present this information as a solicitation of private fund investment, which occurs only through appropriate offering documents. 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