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Governance

BNH is governed by a board of directors that is accountable to its shareholders and to the institutional standards the company has set for itself. The governance framework is not a compliance exercise. It is the mechanism through which permanent capital is protected, performance is measured, and institutional trust is earned.

01

Board Structure

The board of directors is the highest decision-making authority at BNH. It operates under a formal board charter that sets out its composition, its powers, and the matters reserved to it, and management is accountable to the board for the authority it exercises.

The board’s authority structure is defined in a Delegation of Authority matrix that is reviewed at least once per calendar year, and the matters reserved to the board cannot be delegated to management.

02

Audit and Reporting

BNH engages an independent external auditor. Audited group financial statements are completed and distributed to the full board within 90 days of each year-end. The external auditor is rotated on a maximum seven-year cycle.

03

Environmental, Social, and Governance

BNH applies a formal ESG framework as a screening criterion for all new investments above a defined threshold. Its approach to ESG is not performative; it is a capital discipline. Investments that fail the ESG screen are not made, regardless of projected financial return.

04

Our Institutional Standards

BNH maintains a set of permanent institutional standards: governance commitments that cannot be waived by any individual, for any reason, at any point in the institution’s history. They can only be amended by a unanimous resolution of the full board, with a written record of the rationale. Among these standards:

  1. 01No commitment above the defined threshold is made without board approval and a signed resolution.
  2. 02Audited financial statements are produced and distributed to the board annually, without exception.
  3. 03No decision of the board may be overridden by any individual, however senior or however large their shareholding.
  4. 04No related-party transaction is executed without an independent third-party valuation and full board approval.
  5. 05BNH maintains a minimum liquidity reserve equivalent to six months of the holding company’s operating costs at all times.