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Corporate Governance

Corporate Governance

The Directors recognise the importance of good corporate governance and have chosen to comply with the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) where possible from the date of its listing on 1 June 2007. The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table. To see how the company was complying with QCA Code in the past please refer to the section Corporate Governance in the Company’s Annual Reports that could be found at Company’s website http://www.dragon-upd.com/investor-information/important-information/reports   Further information on compliance with the QCA Code will be provided in our next annual report.

 

QCA Code Principle

Application (as set out by QCA)

What we do and why

1

Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

As an Investing Company Dragon-Ukrainian Properties & Development plc has an investing policy which was approved by shareholders at the EGM on 14 February 2014 and which is accessible on its website http://www.dragon-upd.com/files/Investing%20Policy%20approved%20by%20the%20EGM%20held%20on%2017%20Feb%202014.pdf

Under this policy the Board will seek to realise the Company’s properties in an orderly manner, such realisations to be effected at such times, on such terms and in such manner as the Board (in its absolute discretion) may determine.

 

 

 

 

2

Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

 

 

The AGM gives all shareholders the opportunity to communicate directly with the Board. Participation of all shareholders is encouraged.

The Company’s AGM is held in June/July each year in the Isle of Man. The Chairman and a representative of the Investment Manager are in attendance. Further details of the business to be addressed at the meeting can be found in the notice of meeting which is available online at http://www.dragon-upd.com/investor-information/important-information/admission-document-and-circulars.

The Company puts all Board Members up for re-election on an annual basis to be voted on at the AGM although the Companies Act and the Company’s articles of association requires only 1/3 of the Board to be put forward for voting at the AGM. This gives shareholders an additional opportunity to exercise their voting powers over the composition of the Board.

Representatives of the Investment Manager meet with the Company’s major shareholders from time to time. The Chairman and the Independent Non-Executive Director are available to meet with shareholders and institutional investors as required.

The Company primarily communicates with shareholders via the Company’s annual and interim reports and the Company’s website on which the Company publishes its trading updates and other news released to the London Stock Exchange.

In February 2014, shareholders approved a change of the Company’s investing policy to that of an orderly realisation of the Company’s properties. We consulted extensively with our major shareholders on the change of investing policy.

In connection with the mandatory offer announced by Dragon Capital Investments Limited in June 2017, the Chairman consulted with certain of the Company’s shareholders.

 

 

 

 

3

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

 

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

 

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. 

The Company is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups. These include the Company’s partners, customers and suppliers. The Company’s operations take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Company for the benefit of its shareholders as a whole. The Company endeavours to take account of feedback received from stakeholders, making amendments to operational plans where appropriate and where such amendments are is consistent with the Company’s longer term strategy in accordance with the investing policy. The Company takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems it operates, the Company ensures full compliance with health and safety and environmental legislation relevant to its activities.

 

 

 

 

 

4

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer. 

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

The Company’s risk management strategy is set out on page 15 of the 2017 annual report, and is reproduced below:

Risk Management and Internal Control

Risk management is the responsibility of the Audit Committee, which is responsible to the Board for ensuring that proper procedures are in place, and are being effectively implemented to identify, evaluate and manage any significant risks faced by the Company.

An outline of major risk factors affecting the Company was described in the admission document and is regularly reviewed by the Audit Committee for their importance to the Company and for the controls that are in place. The Board, on the advice of the Manager, updates this risk register as changes arise in the nature of risks and reviews and amends controls that are necessary to mitigate them. The Audit Committee reviews the risk register and the effectiveness of the risk-modelling undertaken by the Manager on a regular basis.

 

 

 

 

5

Maintain the board as a well-functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

 

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

 

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement.

 

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

 

Directors must commit the time necessary to fulfill their roles

 

The Board considers that the Directors (with the exception of Tomas Fiala) to be independent. The Board notes that Aloysius Wilhelmus Johannes van der Heijden has been a director since the Company’s IPO in 2007 and is also a chairman of DTZ Kiev B.V, the independent appraiser which had previously been engaged by the Directors to assist with the estimation of fair value of the real estate projects prior to 31 December 2016. The Board does not believe that this represented a material business relationship with the Company.

Notwithstanding these matters, the Board believes that Mr van der Heidjen remains independent in character and judgement.

The time commitment required for the non-executive directors is approximately 3 working days per month.

The following table shows directors attendance at scheduled board and committee meetings for 2017:

 

 

 

 

Director

Board

Audit committee

Mark Iwashko

2

2

Aloysius Wilhelmus Johannes van der Heijden

2

2

Tomas Fiala

2

n/a

 

 

 

In addition to formal face to face Board meetings, matters which do not require a formal Board meeting  are decided by the written resolutions. There were 10 written resolutions passed in 2017.

The Board is regularly updated on the progress of all projects by bi-monthly reports prepared by the Investment Manager.

The Independent Directors meet Investment Manager employees on a regular basis and receive information on the current status of projects and current issues and trends in the market.

 

 

 

 

6

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

 

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

 

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change

 

The list of directors and their experience and skills is set out on the Company’s website at

http://www.dragon-upd.com/investor-information/important-information/board-of-directors-and-committees

The Board seeks external advice from the Company’s investment manager DCM Limited, part of the Dragon Capital Group, under the terms of a management agreement pursuant to which DCM Limited provides advisory, management and monitoring services to the Company.

To assist with the estimation of fair value of investment properties, prepayments for land and inventories (together “the real estate projects”) the Directors have engaged independent appraiser CBRE Ukraine, having a recognised professional qualification and recent experience in the location and categories of the projects being valued.

 

 

 

 

 

 

 

 

7

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

 

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

 

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

 

Historically there has been no requirement under the AIM Rules for Companies for a formal performance evaluation of the board of directors, and accordingly no external evaluation has been undertaken.

In November 2014, the Company announced that following the adoption of the new investing policy, the Directors believed that the requirements for the Board had changed and that the appointment of a Kiev-based investment professional would be beneficial for the Company whilst the overall number of Directors and therefore administration costs, should be reduced.

In that regard, the Board was reconstituted with 2 non-executive directors resigning and the appointment of Mark Iwashko as non-executive Chairman. 

The Board considers that the Directors (with the exception of Tomas Fiala) to be independent.

Given the Company’s investing policy is that of an orderly realisation of the Company’s properties, the board does not believe it is an appropriate use of the Company’s cash reserves to engage an external firm to undertake a formal evaluation as the costs will outweigh any benefits.

The Board believes that the Directors possess a mix of experience that is appropriate for the Company’s current investing policy. 

Given the Company’s investing policy is that of an orderly realisation of the Company’s properties, the Board does not believe it is necessary to consider succession planning. If there is a requirement for an appointment of a new non-executive director the board will consider the matter at the relevant time.

The Board (excluding Tomas Fiala) reviews the performance of the Investment Manager on a regular basis.

This review includes:

  •  monitoring and evaluating the Investment Manager’s investment performance and, if necessary, providing appropriate guidance;
  • reviewing on an annual basis a valuation of the Company’s property assets;
  • consideration of the continued retention of the Investment Manager’s services;
  • reviewing the level and method of remuneration, the basis of performance fees and the notice period, taking into consideration the Company’s investing policy;
  • The board gives due weight to the competitive position of the company against the peer group and also the investing policy;
  • considering whether the annual fee should be a fixed amount or an amount based on gross assets, net assets or market capitalisation;
  • that the performance fee provides sufficient incentivisation for the Investment Manager to execute the investing policy in an orderly manner without encouraging excessive risk and that it rewards demonstrably superior performance by the Investment Manager in managing the portfolio against the company’s stated objectives.

 

Key factors considered by the Board includes:

·       the views of shareholders;

·       appropriate benchmarks/hurdle rates;

·       a cap on the performance fee; and

·       a combination of short-term and long-term measurements and incentives.

·       monitoring the company’s risk management and internal control systems designed to safeguard shareholders’ investment and the company’s assets.

The Board considers the arrangements for the provision of investment management and other services to the Company on an on-going basis. The Board reviews investment performance at each Board meeting and a formal review of the Investment Manager is conducted annually. As a result of their annual review, NAV performance has been found to be satisfactory and it is the opinion of the Directors that the continued appointment of the current Investment Manager on the terms agreed is in the best interests of the Company’s Shareholders as a whole.

 

 

 

 

8

Promote a corporate culture that is based on ethical values and behaviours

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

 

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.

Corporate values should guide the objectives and strategy of the company.

 

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

 

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

 

As a Board, we recognise that we are accountable to shareholders for good corporate governance, and we seek to promote consistently high standards of governance throughout the Group that are recognised and understood by all. The Board promotes good corporate governance in the areas of risk management and accountability as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principles in a sensible and pragmatic fashion having regard to the circumstances of the business. The key objective is to enhance and protect shareholder value and to ensure that the Investment Manager performs its duties in accordance with the Investment Management Agreement.

Good governance depends on good and effective leadership and a healthy corporate culture, supported by robust systems and processes and a good understanding of risk and risk appetite. The Board engages with shareholders and other stakeholders to maintain constructive dialogue and challenge and to focus on strategy and value.

Corporate Social Responsibility

In carrying out the Company’s disposals, development and management of its properties, we aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

Corporate Environmental Responsibility

The Company’s policy is to minimise the risk of any adverse effect on the environment associated with its development activities with a thoughtful consideration of such key areas as energy use, pollution, transport, land use, ecology, renewable resources, health and wellbeing. The Company and the Investment Manager also aims to ensure that its contractors meet their legislative and regulatory requirements and that codes of best practice are met and exceeded. The Company is committed to maintaining high environmental standards in all its operations and minimising the impact of its activities on the surrounding environment. The nature of the work that we are involved in means that the Company has an opportunity, not only to minimise the negative impact on the environment but also to enhance and improve the environment in which we all live and work.

The Environment

We recognise that natural resources are finite and should be used responsibly. We seek to understand the environmental performance of our portfolio and to implement improvement policies where possible. In particular:

·       during development projects we ensure that materials are chosen that will not damage either health or the environment. We also ensure that any hazardous materials found to be present are removed safely and in accordance with legislation;

·       all sites are visited regularly by representatives of the Investment Manager and any environmental issues are identified and recorded;

·       The vetting, tendering, appointment and management of facility management suppliers follows the principles of the Investment Manager’s purchasing policy;

·       our Investment Manager recognises the requirement for, and actively encourage, sustainable working practices to minimise environmental impacts when managing clients’ properties; and

·       we are committed to operating to an environmental policy and environmental management system that satisfies the highest requirements

 

 

 

 

9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

 

•  size and complexity; and

•  capacity, appetite and tolerance for risk.

 

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

 

The Directors are responsible for the determination of the Company’s investing policy and strategy and have overall responsibility for the Company’s activities including the review of the investment activity and performance.

The Board delegates to the Investment Manager through the Investment Management Agreement the responsibility for the management of the Company’s assets in accordance with the Company’s investing policy. The Company has no executives or employees.

Role of the Chairman

The Chairman leads the Board ensuring its effectiveness and his role and responsibilities are clearly divided from those of the other non- executive directors and those responsibilities delegated to the Investment Manager. The Chairman:

·       sets the Board agenda;

·       ensures that the Directors receive accurate and timely information and that adequate time is available for discussion of all agenda items, in particular strategic issues;

·       makes sure that all Directors, are able to contribute and make an effective contribution

·       has primary responsibility for leading the Board; and

·       chairs Board meetings

The role and responsibility of the non-executive directors is, amongst other things, to attend Board meetings and to contribute to Board decisions to be taken, acting in the best interest of the Company.

Board Decisions and Activity During the Yea r

The Board has a schedule of regular business, financial and operational matters and the Board has compiled a schedule of work to ensure that all areas for which the Board has responsibility are addressed and reviewed during the course of the year. The Chairman, aided by the Investment Manager, is responsible for ensuring the Directors receive accurate and timely information. The Investment Manager compiles the Board and Committee papers which are circulated to the Directors prior to the meetings. The Investment Manager also ensures that any feedback or suggestions for improvement on Board papers is fed back to Board members and ensures input is gathered from all Board members on matters that should be included for consideration at meetings. The Investment Manager provides minutes of each meeting and every Director is aware of the right to have any concerns minuted.

In addition to the Board meetings there is regular communication between the Board and the Investment Manager, there is a bi-monthly operational report circulated to all Board members and where appropriate updates on matters requiring attention prior to the next scheduled board meeting.

Property valuation

The approach to valuing properties is to obtain an external independent valuation of the properties on a semi-annual basis each year. The Board is satisfied that the carrying value of properties is appropriate based on the use of an external independent valuer for the Company’s portfolio and the experience and knowledge of the Directors and the Investment Manager in valuing the properties. The Board discusses the results of the valuations with the valuer who provides information on assumptions used and provide appropriate explanation and evidence where possible for such assumptions. Also, valuations are discussed on a regular basis with the Company’s auditors.

Internal Financial Control

The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness. Its review takes place at least once a year. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board also determines the nature and extent of any risks it is willing to take in order to achieve its strategic objectives.

The Board has contractually delegated to external agencies, including the Investment Manager, the management of the Company’s portfolio, the registration services and the day-to-day accounting. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered including the control systems in operation in so far as they relate to the affairs of the Company.

The Board has reviewed the need for an internal audit function. The Board has decided that the systems and procedures employed by the Investment Manager, including the work carried out by the Company’s external auditor, provide sufficient assurance that a sound system of internal control, which safeguards Shareholders’ investments and the Company’s assets, is maintained. An internal audit function, specific to the Company, is therefore considered unnecessary.

Key financial controls include:

  • operating within the budget limits approved by the Board
  • the maintenance of proper records;
  • a schedule of matters reserved for the approval of the Board;
  • evaluation, approval procedures and risk assessment for disposals, ongoing capital expenditure on development projects and for any other major capital expenditure within the limits approved by the Board;
  • regular reporting and monitoring of development projects; and
  • close involvement of the Investment Manager in the day-to-day operational matters of the Company.

Certain of the financial controls have been delegated to the Investment Manager

The Board consider the size of the Company and the close involvement of the Investment Manager in the day-to-day operations makes the maintenance of an internal audit function unnecessary. The Board will continue to monitor this situation.

Committees

Audit committee

An audit committee is in place and is chaired by Mr van der Heijden and comprised of Mr van der Heijden and Mr Mark Iwashko. The Audit Committee meets at least twice a year and otherwise on an ad hoc basis as required. The Audit Committee reviews the annual and interim accounts, meets with nomad and other advisors, reviews supporting property valuation reports and monitors internal controls and company policies. It meets regularly with the Company's auditors to review their reports on draft accounts and internal controls. Risk management is the responsibility of the Audit Committee, which is responsible to the Board for

ensuring that proper procedures are in place, and are being effectively implemented to identify, evaluate and manage any significant risks faced by the Company.

The terms of reference of the audit committee is set out on the Company’s website at http://www.dragon-upd.com/files/DUPD_audit_committee_terms_of_reference.pdf

External auditor

The Board meets with the auditor at least twice a year to consider the results, internal procedures and controls and matters raised by the auditor. The Board considers auditor independence and objectivity and the effectiveness of the audit process. It also considers the nature and extent of the non-audit services supplied by the auditor and reviewing the ratio of audit to non-audit fees.

Should the non-audit fees be in the vicinity of audit fees then the special consent of the Board is needed to proceed with such engagement. There were no cases of such consent being sought or granted.

It is a specific responsibility of the Board to ensure that an appropriate relationship is maintained between the Company and its external auditor. At least one of the non-executive directors has relevant recent financial experience.

The Board considers the tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor and considers whether there should be a full tender process. There are no contractual obligations restricting the Board’s choice of external auditor.

Remuneration committee

As there are no executive directors on the board, the Board has not established a remuneration committee. Nevertheless, no Director will be permitted to participate in discussions or decisions concerning his own remuneration. It will be the responsibility of the Board to ensure that the terms of any termination of a directorship are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised.

Nomination committee

In view of the current size of the Company and its Board, the Board believe that the establishment of a nomination committee would be inappropriate. Accordingly, there are no terms of reference for a nomination committee.

Nominations for appointment to the Board will be considered by the full Board.

Internal Control

The Directors are responsible for the Company’s system of internal financial control, which is designed to provide reasonable, but not absolute, assurance against material misstatement or loss. In fulfilling these responsibilities, the Board has reviewed the effectiveness of the system of internal financial control engaged by the Investment Manager. The Directors have established procedures for planning and budgeting and for authorizing outgoing payments on a regular basis.

Matters reserved for the board

The board has agreed matters over which the Investment Manager has discretion and the areas of decision-making that are exclusively reserved for the board.

Key matters reserved for the Board include:

• approval of an annual consolidated budget, project budgets and the 5 year cash flow forecast

• appointment of the Company’s external auditor and approving its remuneration

•  reviewing the performance of the Investment Manager and deciding on the adequate level of its remuneration

• approving disposal of assets based on the Investment Manager recommendations

• approving Company’s annual Financial Statements and interim Financial Statements

• convening AGM and EGMs and determining the agenda of the resolutions to be vote on as per the Company’s Articles of Association

• agreeing a policy with the Investment Manager regarding voting and corporate governance issues in respect of the Company’s holding in Arricano;

• defining the scope of the Investment Manager’s responsibilities, including the principal operating issues and agreeing the procedure for the Investment Manager to report back to the Board;

• identifying any circumstances in which the Investment Manager refers to the Board for approval before undertaking transactions. This includes disposal of properties and committing of monies to existing properties;

• agreeing that the Investment Manager inform the Board of any conflicts surrounding other Dragon Capital activities.

 

 

 

 

10

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist:

·       the communication of shareholders’ views to the board; and

·       the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

Full details of the votes cast at AGMs are provided on the Company website at http://www.dragon-upd.com/investor-information/important-information/admission-document-and-circulars

None of the 2018 AGM resolutions resulted in a vote against which were 20% or more of the votes cast.

Historical annual reports are available on the Company’s website at

http://www.dragon-upd.com/investor-information/important-information/reports

Notices of past annual general meetings and other shareholder meetings are provided on the Company’s website at

http://www.dragon-upd.com/investor-information/important-information/admission-document-and-circulars

The audit committee met 2 times during 2017 and attendance details are set out in principle 5.

No audit committee report was required to be prepared for 2017, however the audit committee addressed the following areas

  • reviewed the annual and interim accounts,
  • reviewed and approved annual budgets and projected cash flows
  • met with advisors,
  • reviewed supporting property valuation reports and
  • monitored internal controls and company policies.

It meets regularly with the Company's auditors to review their reports on draft accounts, valuation  and internal controls.

The committee reviews and makes recommendations to the Board regarding the re-appointment and remuneration of the external Auditors.

The committee considers the following:

  • quality and effectiveness of the audit for the prior year;
  • external audit strategy for the current year;
  • overall work plan;
  • terms of engagement;
  • external Auditors’ overall performance and independence;
  • effectiveness of the overall audit process;
  • level of non-audit and audit fees; and
  • length of appointment as external Auditors (current length: 11 years).

 

 

 




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DUPD Audit Committee Terms of Reference Download