UPP is committed to ensuring and maintaining high standards of corporate governance to enhance performance and for the protection of our stakeholders’ interests.

UPP has a robust governance structure in place which operates at four discrete levels, each providing the opportunity for Board Directors, the Executive Leadership Team and other Senior Officers of the Company to review, challenge and maintain oversight of measures in place to manage the risks faced by the business.

These include bi-monthly meetings of the parent company Board (UPP REIT Holdings Limited) and the Board responsible for managing the direction and progress of executing the business strategy (UPP Group Holdings Limited).

Both these Boards have Shareholder Directors and Executive Directors and provide the opportunity to review risks and opportunities.

A third level of oversight and challenge is provided by UPP Group Limited, which sits as an Investment Committee to review investment performance and potential transaction opportunities.

This body is empowered to make recommendations to the Group and REIT Holdings Boards, recognising matters reserved for either the Group or Shareholders. In the case of individual Special Purpose Vehicles (SPVs), formal SPV Board Meetings and Partnership Boards take place on an alternating bi-annual basis, with University Partner representation where a minority shareholding exists.

In addition to the Board Governance architecture, corporate governance is also embedded across the Group with the following Group committees established to oversee specific areas and activities: Audit and Risk Committee, Remuneration Committee and Investment Committee.

• Remuneration Committee (a committee of UPP REIT Holdings Limited)
  The Committee considers matters concerning the remuneration strategy of the Group, including the balance between fixed and performance related, immediate and deferred remuneration, within the context of the Group’s strategic objectives.
• Audit and Risk Committee (a committee of UPP Group Holdings Limited)
  The Committee monitors the integrity of the financial reporting, reporting to the Board on any significant financial reporting issues or judgements contained therein. The Committee reviews the adequacy and effectiveness of the Group’s internal controls and risk management practices implemented by management to effectively identify, assess, manage and control financial risks. It also oversees the relationship with the external auditor.
• Investment Committee (a committee of UPP Group Limited)
  The Committee is responsible for reviewing the performance of operational assets and scrutinising the business cases underpinning proposed transactions, sanctioning both the costs and commercial conditions relating to all significant investment across the Group.

Each of the committees has terms of reference detailing their roles and responsibilities and these are reviewed by the Board annually.

The Board of Directors (‘the Board’) of UPP REIT Holdings Limited (‘the Company’) recognises the importance of corporate governance and its contribution to promoting the long-term success of the Group

The Board has overall responsibility for monitoring the Group’s business performance, system of internal control and risk management.

The Board has voluntarily adopted the Quoted Companies Alliance (‘QCA’) Corporate Governance Code (‘the Code’) in line with changes to TISE’s Listing Rules requiring Issuers to follow a recognised code of corporate governance. The Code contains ten principles of good corporate governance and our application of these principles at this current point in time is summarised within our QCA statement.

The Board has established the procedures necessary to apply the provisions of the QCA Code, including clear operating procedures, lines of responsibility and delegated authority.

These procedures are regularly reviewed by the Board. Business performance is managed closely, and the Board and the Executive Leadership Team have established processes, as part of their direct management of the business.

You can read more in more detail about how we manage business risks in our Annual Report.

UPP invests in and seeks to understand the needs and expectations of its Shareholders and Investors. Shareholders have directly appointed four directors to the Board to act as shareholder representatives and these directors are the primary channel through which UPP communicates with its Shareholders. Shareholder’s representatives and the Executive Leadership Team meet on a regular basis to discuss strategically important business issues.

The Group seeks to engage with debt investors as part of its wider Investor Relations Strategy and via its well-established Investor Centre. Our in-house Asset Finance team, led by our Group Investment Director, meet with individual investors on a regular basis to provide non-market sensitive updates, as well as when seeking to procure new tranches of debt. There is also frequent engagement in respect of current and prospective bilateral financings with existing and potential new investors, with the Asset Finance team having proved successful in their proactive initiatives in generating an increase in the number of institutional investors active in the market.

The Group has a dedicated investor inbox (investor.relations@upp-ltd.com) to ensure investors can contact the Executive Directors and ask any questions they may have.

UPP has an active media and social media presence which seeks to keep wider stakeholder groups informed on its progress. In addition to the wider HE sector, policy-making bodies and Government, this includes engagement with the communities within which we operate and whose number compose a significant proportion of our employees.