Report & Accounts for the year ended 31 December 2017
An investment company within the meaning of Section 833 of the Companies Act 2006
Registered in England and Wales, Company Registration No. 12901
Registered Office: Exchange House, Primrose Street, London EC2A 2NY
Foreign & Colonial Investment Trust PLC
Exchange House, Primrose Street, London EC2A 2NY
Telephone +44 (0)20 7628 8000 Facsimile +44 (0)20 7628 8188
www.foreignandcolonial.com
19 March 2018
FOREIGN AND COLONIAL INVESTMENT TRUST PLC
LEI: 213800W6B18ZHTNG7371
Report and Accounts for the year ended 31 December 2017 (including the Notice of Meeting) and
Form of Proxy
Copies of the above documents have been submitted to the National Storage Mechanism and will
shortly be available for inspection at
www.hemscott.com/nsm.do
The report and accounts can also be downloaded from the website www.foreignandcolonial.com
Name of contact and telephone number for enquiries:
Hugh Potter
For and on behalf of F&C Investment Business Limited, Secretary
Telephone: 020 7628 8000
---
Foreign & Colonial
Investment Trust PLC
REPORT AND ACCOUNTS 31 DECEMBER 2017REPORT AND ACCOUNTS
31 DECEMBER 2017
Foreign & Colonial
Investment Trust PLC
Contents
Company Overview 2
Financial highlights 2017 3
Foreign & Colonial 4
Chairman’s Statement 6
Strategic Report 10
Policy Summary 12
Key Performance Indicators 15
Principal Risks and Future Prospects 16
Fund Manager’s Review 18
Twenty largest holdings 24
Directors 28
Directors’ Report 30
Corporate Governance Statement 35
Management and Advisers 37
Report of the Management
Engagement Committee 38
Report of the Nomination Committee 42
Remuneration Report 43
Report of the Audit Committee 45
Statement of Directors’ Responsibilities 49
Independent Auditors’ Report 50
Income Statement 56
Statement of Changes in Equity 57
Balance Sheet 58
Statement of Cash Flows 59
Notes on the Accounts 60
1. General information 60
2. Significant accounting policies 60
3. Income 64
4. Management fees 65
5. Other expenses 66
6. Finance costs 66
7. Taxation on ordinary activities 67
8. Net return per share 67
9. Dividends 68
10. Investments and derivative financial instruments 69
11. Substantial interests 70
12. Debtors 71
13. Creditors: amounts falling due within one year 71
14. Creditors: amounts falling due within one year 71
15. Creditors: amounts falling due after more than one year 71
16. Creditors: amounts falling due after more than one year 72
17. Share capital 72
18. Capital redemption reserve 72
19. Other reserves 73
20. Net asset value per ordinary share 73
21. Reconciliation of net return before taxation to cash flows from operating activities 74
22. Contingencies and capital commitments 74
23. Related party transactions 76
24. Going Concern 76
25. Financial Risk Management 76
26. Alternative Investment Fund Managers Directive (“AIFMD”) 81
27. Securities financing transactions (“SFT”) 81
Ten Year Record 82
Analysis of Ordinary Shareholders 83
Notice of Annual General Meeting 84
Information for Shareholders 88
How to Invest 89
Alternative Performance Measures 90
Glossary of Terms 91
ii | Foreign & Colonial Investment Trust PLC
Report and Accounts 2017 | 1
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Overview
Company Overview 2
Financial Highlights 2017 3
Our 150th Year 4
Chairman’s Statement 6
Strategic Report
Business Model 10
Policy Summary 12
Key Performance Indicators 15
Principal Risks and Future Prospects 16
Fund Manager’s Review 18
Twenty Largest Holdings 24
Governance Report
Directors 28
Directors’ Report 30
Corporate Governance Statement 35
Management and Advisers 37
Report of the Management Engagement Committee 38
Report of the Nomination Committee 42
Remuneration Report 43
Report of the Audit Committee 45
Statement of Directors’ Responsibilities 49
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should
take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not,
from another appropriately authorised financial adviser. If you have sold or otherwise transferred all your ordinary shares in Foreign & Colonial
Investment Trust PLC please forward this document, together with the accompanying documents, immediately to the purchaser or transferee
or to the stockbroker, bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you
have sold or otherwise transferred only part of your holding of shares, you should retain these documents.
Contents
Independent Auditors’ Report 50
Financial Report
Income Statement 56
Statement of Changes in Equity 57
Balance Sheet 58
Statement of Cash Flows 59
Notes on the Accounts 60
Ten Year Record 82
Analysis of Ordinary Shareholders 83
Notice of Annual General Meeting 84
Other Information
Information for Shareholders 88
How to Invest 89
Alternative Performance Measures 90
Glossary of Terms 91
2 | Foreign & Colonial Investment Trust PLC
[Securing a high total return from investment in smaller companies worldwide]
Financial Highlights
Potential investors are reminded that the value of investments and the income from them may go down as well as up and investors may
not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will depend on individual
circumstances.
Total return increases
.
New investments
.
Investment growth
Realisation
.
841.78
pence
11
£0.98
million
5.3x
return
Our objective is to secure long-term growth in capital and income
through a policy of investing primarily in an internationally diversified
portfolio of publicly listed equities, as well as unlisted securities and
private equity, with the use of gearing.
Founded in 1868 as the first ever investment trust, Foreign &
Colonial continually evolves; keeping pace with new investment
opportunities and maintaining its relevance in today’s world.
Our approach is designed to provide investors with the
performance benefits of having concentrated individual investment
portfolios together with the diversification benefits of lower risk and
lower volatility that derive from being managed as part of a larger
combined portfolio. Offering investors a globally diversified portfolio,
Foreign & Colonial aims to be at the core of an investor’s portfolio.
Foreign & Colonial is suitable for retail investors in the UK,
professionally advised private clients and institutional investors
who seek growth in capital and income from investment in global
markets and who understand and are willing to accept the risks, as
well as the rewards, of exposure to equities.
Visit our website at foreignandcolonial.com
The Company is registered in England and Wales with company registration
number 12901 Legal Entity Identifier: 213800W6B18ZHTNG7371
Company Overview
DIVIDEND
HERO
Report and Accounts 2017 | 3
OVERVIEW
Company Overview
NET ASSET VALUE PER
SHARE UP TO 841.78P
841.78p
A TOTAL RETURN
OF 12.3% (DEBT AT
NOMINAL VALUE)
12.3%
23.1%
ANNUAL DIVIDEND
PER SHARE UP 23.1%
TO 8.00P
CONSECUTIVE
ANNUAL DIVIDEND
INCREASE
44th
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
OVERVIEW
Financial highlights
2017
Annual dividend
(4)
per share up 5.6%
to 10.4p, our 47th
consecutive annual
increase
10.4p
Discount
(3)
of 4.3%,
our lowest year end
level for over 10
years
4.3%
Share price total
return
(1)
of 21.0%,
ahead of the market
benchmark of 13.8%
21.0%
A net asset value
(2)
total return of
16.9% (debt at
market value)
16.9%
Delivering long-term growth in capital and income
In the last ten years Foreign & Colonial has turned a £1,000 investment, with dividends reinvested,
into £2,561.
Our discount has narrowed in recent years enhancing shareholder returns.
The dividend has increased every year for the past 47 years and over the last ten years is up 77.8%
or 5.9% compound per annum, compared with inflation of 26.5% or 2.4% compound per annum.
Potential investors are reminded that the value of investments and the income from dividends may go down as well as up and
investors may not receive back the full amount invested. Tax benefits may vary as a result of statutory changes and their value will
depend on individual circumstances.
(1) Total return. See Alternative Performance Measures on page 90
(2) Net asset value per share with debt at market value. See Alternative Performance Measures on page 90
(3) Discount – see Alternative Performance Measures on page 90
(4) The final dividend for 2017 is subject to shareholder approval at the Annual General Meeting
Net asset value
(2)
per share at 31 December – pence
0p
100p
200p
300p
400p
500p
600p
700p
2017201620152014201320122011201020092008
Source: F&C
Mid-market price per share at 31 December – pence
0p
100p
200p
300p
400p
500p
600p
700p
2017201620152014201320122011201020092008
Source: F&C
Share price discount
(3)
to net asset value
(2)
at
31 December – %
0%
2%
4%
6%
8%
10%
12%
2017201620152014201320122011201020092008
Source: F&C
Dividends
(4)
– pence per share
0p
2p
4p
6p
8p
10p
12p
2017201620152014201320122011201020092008
Source: F&C
Foreign & Colonial
Investment Trust
celebrates its 150th
birthday in 2018
The world’s first investment trust, Foreign & Colonial Investment
Trust celebrates its 150th birthday in 2018. Founded in 1868
initially as a trust, Foreign & Colonial was established with the
purpose of bringing stock market investing to those of moderate
means. That principle has stood the test of time for 15 decades,
through world wars, recessions and financial crises. Foreign &
Colonial represented a step-change in the way individuals could
access the stock market, paving the way for the development of
pooled savings vehicles like unit trusts and OEICS.
foreign & colonial investment trust plc
4 | Foreign & Colonial Investment Trust PLC
Report and Accounts 2017 | 5
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
to fulfil his vision, by providing a diversified investment vehicle
with a global focus that meets the needs of the smaller investor.
While our approach and underlying investments have changed over
the years Foreign & Colonial has remained focused on shareholder
returns and has evolved to meet investor needs over generations.
Ask The Fund Manager
Foreign & Colonial’s Fund Manager has changed less than a
dozen times over its 150 year history. There have only been
three over the past 40 years. Paul Niven took over from
Jeremy Tigue in 2014, who had managed the portfolio
for 17 years. Paul joined F&C in 1996. Here he gives
some thoughts on Foreign & Colonial.
What do you think is so special about Foreign &
Colonial?
The Company’s most important attributes include its
150 year heritage, its scale and the sheer number
of its underlying investors. Foreign & Colonial is
one of the most widely held investment products
in the UK, with over 100,000 direct investors.
Because it’s overwhelmingly held by private
investors, it’s still fulfilling Philip Rose’s 150-year-
old vision of an investment product for the
investor of moderate means.
How has Foreign & Colonial managed to stay
relevant over the past 150 years?
Foreign & Colonial started out with a focus on
emerging market bonds with investments spanning
Europe, the Middle East, New Zealand, South America and
North America at a time when Canada and the US were still
considered “emerging markets”. Over time, the portfolio has
evolved and expanded to include, at certain points in its history,
corporate bonds, equities and private equity. We have always cast
our nets widely to look for new investment opportunities. We’ve
gone from investing in the Amazon 150 years ago to investing in
Amazon.com today.
The Company has continued to evolve...how do you see its
future development?
It is more global than at any point in recent history. About 95%
of the portfolio is invested overseas. We have the flexibility
and resource to scan the entire global market across a whole
range of opportunities, spanning regions, market capitalisations,
investment styles and asset classes.
Inevitably we face challenges today that are very similar to those
faced by our predecessors, from world conflicts to financial crises.
We’re certainly not uniquely placed in history with regard to
uncertainty, our longevity though helps us put these challenges
into perspective. Looking ahead, I believe that the best growth
prospects lie in equities for the foreseeable future.
If you could meet the founder, Philip Rose, what would
you want to ask him?
Looking at his original vision, it would be interesting to know
how he would feel about Foreign & Colonial today compared to
inception in 1868. I think he would agree that we are continuing
Did you know?
• Foreign & Colonial was set up in 1868 by young lawyer
Philip Rose alongside barrister Samuel Laing, and Samuel
Laing’s business partner James Thompson Mackenzie, who
was also Deputy Chairman of the East Bengal Railway
• With the backing of influential politician Lord Westbury,
Foreign & Colonial was launched on Thursday 19 March
1868
• Today, it has total assets of £4.0 billion across a range of
globally diversified holdings
• Foreign & Colonial has paid a dividend every year over
its 150-year history, and has grown its payout ahead of
inflation every year without fail since 1970
Paul Niven,
Fund Manager
Visit our anniversary website at:
fcit150.co.uk
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
OVERVIEW
CHAIRMAN’S STATEMENT
OVERVIEW
6 | Foreign & Colonial Investment Trust PLC
Chairman’s StatementSimon Fraser, Chairman
100
120
140
160
180
20072008201220172009201020132014201520162011
Consumer Prices Index
Foreign & Colonial annual dividend per share
Foreign and Colonial NAV and share price performance vs
Market benchmark
(1)
over 10 years
150-year milestone
Before reporting on our results for last year, we should perhaps
take a moment to reflect on the last 150 years. It is remarkable to
think that the original purpose of Foreign & Colonial Investment
Trust has remained relevant throughout its long history. Providing
exposure to a globally diversified portfolio of private and listed
securities in one place, with access to all aspects of portfolio
construction including portfolio allocation, stockpicking, manager
selection and risk management at a reasonable cost, the investment
trust that launched an industry 150 years ago is as relevant today as
it ever was.
Chairman’s Statement
As we begin to mark Foreign & Colonial’s 150th anniversary and
the launch of the investment trust industry, I am very pleased to
report another year of strong gains with a total shareholder return
of 21.0%.
Foreign and Colonial annual dividend per share vs Consumer
Prices Index over 10 years
Source: F&C & Thomson Reuters EikonSource: F&C & Thomson Reuters Eikon
(1) See Glossary of terms on pages 91 and 93 for explanations of “Benchmark” and “Market benchmark”
Simon Fraser, Chairman
Market Benchmark
(1)
Foreign & Colonial – Share price total return
Foreign & Colonial – NAV Total Return
50
100
150
200
250
300
20072008201220172009201020132014201520162011
Performance
2017 was a good year. Our Net Asset Value (“NAV”) total return with
debt at market value rose by 16.9% and our total shareholder return
was 21.0%. We benefited from a rise in global stock markets with
many indices reaching new record highs over the year. The 21.0%
rise in our total shareholder return over the year significantly exceeded
the 13.8% return of our benchmark, the FTSE All-World Index.
Many of our investment portfolios delivered returns in excess of their
market benchmarks and we benefited from exposure to technology
related stocks and the outperformance of Europe, Japan and
Report and Accounts 2017 | 7
CHAIRMAN'S STATEMENT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Emerging Markets. In another year of strongly rising equity markets
gearing was also helpful to performance. Returns on our private
equity investments were lower than on our listed equities but have
been higher over the longer term. The majority of our private equity
portfolio was invested over ten years ago and is therefore quite mature.
I am pleased to say that this means our fund of fund programme is
returning cash to us (£77.8m net in 2017).
Delivering long-term growth in capital and income
We look to deliver sustainable long-term growth in capital and income
and I am pleased to say that over ten years our share price total return
is 156.1%. This is equivalent to 9.9% per annum. Over twenty years it
is 453.4%, which equates to 8.9% per annum.
Dividend growth has also been strong, with an annualised rise of 5.9%
in payments over the past decade and 7.4% over the past twenty
years. Foreign & Colonial has paid a dividend every year for 150 years.
Earnings and Dividends
We continued to see good growth in income during the year helping
to bring our Net Revenue Return per share up to 11.7 pence from
10.6 pence last year. While sterling had gained slightly against
a number of major currencies by the end of the year, average
exchange rate levels over the period were still down on 2016 and
this was estimated to add to our income by £3m (£6m in 2016).
Special dividends treated as income were £2.7m for the year, £1.7m
lower than last year.
Shareholders will be asked to approve a final dividend of 2.7 pence
per share payable on 1 May 2018. This will bring the total dividend
for the year to 10.4 pence, a rise of 5.6%, which compares with the
3.0% rise in the Consumer Prices Index, and will be the 47th year of
rising dividends. The 2017 dividends are fully covered by earnings
and after payment of the final dividend the Revenue Reserves will
significantly exceed one year’s worth of dividends.
The Board remains confident that our investment portfolio will
generate revenue increases higher than inflation over the long term
and our intention is to continue to deliver sustainable real rises in
dividend per share to shareholders.
Efficiency
Control of costs continues to be a focus of the Board. Annualised
costs are calculated as a proportion of net assets in accordance with
two recognised yardsticks: the AIC’s “Ongoing Charges”, and the
EU’s new “Total Cost” measure introduced under PRIIPs
(1)
. These
are set out on page 15. Ongoing Charges for 2017, which take
account of expected future costs, have remained level at around
0.8% of net assets for the last three years. This calculation includes
approximately 0.3% attributable to fees incurred within investee
funds. Total Costs, as measured under the EU rules for the first time,
include costs such as interest and transaction charges as well as
the charges within investee funds and therefore show a higher figure
(1) See Glossary of terms on page 93.
of 1.06%. The Board and Manager will keep the Company’s costs
under continuous review.
Discount
The Board has long been committed to effective discount control
that provides benefits for shareholders in terms of reducing volatility
and enhancing returns.The Company’s discount to NAV started the
year at 7.4% but, due to improved investor demand, narrowed to
4.3% by the end of the period further enhancing shareholder returns.
The average discount level of 6.7% for theyear was the lowest seen
for over twenty years.
The number of shares bought back by your Company in 2017 fell to
a low level of 4.4m shares. The shares have recently been trading,
and bought back, within a 5% discount level, which represents
significant progress since adjusting our policy towards a 7.5%
average attainment level in May 2015.
The Board will continue to use buybacks for the benefit of
shareholders in pursuit of a sustainably low deviation between the
price and NAV per share in normal market conditions. No reference
will therefore be made in future to a specific attainment level for
the Company’s discount. The policy and the levels within which it
operates will continue to be reviewed with the aim of achieving our
long-held aspiration of seeing the Company’s shares trading at or
close to NAV.
Key Information Document
In the context of investment performance, I should draw your attention
to the EU’s PRIIPs regulations which came into effect in January of this
year. Their purpose is to improve the functioning of financial markets
and increase customer protection. One aspect is the responsibility of
our management company to produce a Key Information Document.
Retail investors must now be directed to this before buying or
selling shares in the Company. The document has been prepared
according to a prescriptive methodology under the regulation such
that the investment performance scenarios, based on recent past
performance, may indicate future returns for shareholders that are too
optimistic. This affects investment trusts generally and concerns have
been expressed within the industry. It is to be hoped that these issues
will be quickly resolved but, in the meantime, we will continue to
remind shareholders to heed the maxim that past performance should
not be taken as a guide to the future.
The Board
As part of the Board’s succession plans, we are very pleased that
Beatrice Hollond agreed to join the Board in September. She brings
to us her significant experience in asset management and as a non-
executive director, including investment trusts.
“F&C Investment Trust”
Our anniversary year provides a natural reflection point to ensure
your Company continues its contribution and relevance in the
modern world. As part of this, our marketing will increasingly take
8 | Foreign & Colonial Investment Trust PLC
place under the Company’s commonly used name “F&C Investment
Trust”; the name with which Foreign & Colonial has always been
synonymous. At the AGM shareholders will be asked to approve an
amendment to the articles of association to enable the Directors to
change the Company’s corporate name to “F&C Investment Trust
PLC” in the year ahead.
Your Company, your future
While we look forward to celebrating our 150th anniversary in a
number of ways our greatest focus is, as always, on the future of the
Company and the part that it continues to play within the investment
sector as a whole. Despite the growth in the industry, there is still
much work to be done in helping people to understand the benefits
of saving and investing for the longer term given that there is now
a much greater need for individuals to take control of their future
financial wellbeing. State and private pensions will simply not be able
to provide a comfortable retirement. The fact that life-expectancy is
so much longer, combined with the rapid rise in the cost of care in
old age means that people will also have to plan their savings for their
future requirements much more carefully. Consequently, we will be
focusing considerable effort during our anniversary year on supporting
broader financial education across schools and universities.
Forward-looking statements
This document may contain forward-looking statements with respect to the financial condition, results of operations and business of the
Company. Such statements involve risk and uncertainty because they relate to future events and circumstances that could cause actual
results to differ materially from those expressed or implied by forward-looking statements. The forward-looking statements are based on the
Directors’ current view and on information known to them at the date of this document. Nothing should be construed as a profit forecast.
‘The investment trust that
launched an industry 150
years ago is as relevant
today as it ever was.’
More than ever before the financial services industry needs to create
simple to use, transparent investment products that help everybody
in our society invest for the long term and secure their financial
future. Your Company meets that need by being structured to
provide a clear investment choice, particularly for smaller investors
to have as a core holding of their investment portfolio. Indeed, we
are confident that your Company will remain an appropriate choice
for any longer-term investor, however small or large, for many years
to come. In 2018 we face another period of political and economic
uncertainty as well as market volatilty, but we still strongly believe
that the best long-term investment approach is to hold a globally
diversified portfolio of publicly listed and private equities such as
Foreign & Colonial.
Simon Fraser
Chairman
6 March 2018
Report and Accounts 2017 | 9
CHAIRMAN'S STATEMENT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
‘Over ten years our share price
total return is 156.1%. This is
equivalent to 9.9% per annum.
Over twenty years it is 453.4%,
which equates to 8.9% per
annum.’
10 | Foreign & Colonial Investment Trust PLC
Strategic Report Strategic Report
We provide our shareholders with long-term growth in capital and income.
We do this by investing mainly in public and private equity markets, using
borrowings to enhance returns and by controlling costs. Our investments
are held in a number of portfolios that are individually concentrated, but are
managed as a whole to provide global diversification, lower volatility and lower
risk. This strategy produces investment out-performance over the longer term.
Business model
The Directors have a duty to promote the success of the Company.
As an investment company with no employees, we believe that
the optimum basis for doing this and achieving our objective is a
strong working relationship with our appointed Manager, FCIB, a
subsidiary of F&C. Within policies set and overseen by the Board of
Directors, the Manager has been given overall responsibility for the
management of the Company’s assets, asset allocation, gearing,
stock and sector selection and risk. As part of this, they have the
flexibility to blend their expertise with those of other fund managers
by delegating the management of some investment portfolios
externally. These include the North America publicly listed equities
portfolios and the Private Equity funds of funds portfolios, while a
wide range of externally managed investment funds are held within
our Global Multi-Manager portfolio. Engagement on environmental,
social and governance (“ESG”) matters are also undertaken by F&C.
To provide a breadth of sources of return, the individual investment
portfolios are managed on a global or regional basis. While we invest
in equities, we retain complete investment flexibility to invest in other
types of securities or assets depending on the return prospects
and in consideration of the implications for the broader portfolio.
Furthermore, as a closed-ended listed investment company we
are not constrained by asset sales to meet redemptions. Our share
capital structure gives us the flexibility to take a longer term view and
stay invested while taking advantage of illiquidity throughout normal
and volatile market conditions. Having the ability to borrow to invest
gives us a significant advantage over a number of other investment
fund structures.
The Board remains responsible for decisions over corporate strategy;
corporate governance; risk and control assessment; setting policies
detailed on pages 12 and 13; setting limits on gearing and
asset allocation; monitoring investment performance; and setting
and monitoring marketing budgets.
ESG impact
As the Company has no employees and no premises, the Board
has concluded that the direct impact of its activities is minimal.
The Company’s indirect impact occurs through the large range of
organisations and businesses in which it invests. The Company
aims to mitigate their impact through the implementation of
F&C’s Responsible Ownership policy, which encourages investee
companies to focus on ESG matters.
F&C’s statement of compliance with the UK Stewardship
Code has been reviewed and endorsed by the Board, which
encourages and supports F&C on its voting policy and its stance
towards ESG issues. The statement is available on F&C’s website
at http://www.bmogam.com/corporate/about-us/responsible/.
Our ESG policies are aligned towards the delivery of sustainable
investment performance over the longer term and are set out on
page 13.
Manager evaluation
Investment performance and responsible ownership are
fundamental to delivering sustainable long-term growth in capital
and income for our shareholders and therefore an important
responsibility of the Directors is exercising a robust annual
evaluation of the Manager’s performance. This is an essential
part of the strong governance that is carried out by the Board of
Directors, all of whom are independent and non-executive.
The process for the evaluation of the Manager for 2017 and the
basis on which the decision to reappoint them for another year
are set out on page 38. FCIB’s fee as Manager is based on
the market capitalisation of the Company, thus fully aligning their
interests with shareholders through share price performance.
Report and Accounts 2017 | 11
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Report and Accounts 2017 | 11
Fund Manager and the specialist management teams
As Fund Manager on behalf of FCIB, Paul Niven is responsible
for developing and implementing the investment strategy with the
Board and for the day-to-day management of the total portfolio
covering the entire range of individual investment portfolio
strategies. His role covers tactical decisions over the allocation
of assets between the different investment portfolios as well as
decisions over levels and timing of gearing within the prescribed
range. He has responsibility for overall portfolio composition but
delegates stock selection decisions. The underlying specialist
portfolio management teams are responsible and accountable to
him and ultimately to the Board for their investment performance.
Shareholder communication and marketing
We foster good working relationships with our key stakeholders;
our Manager, as described above, and our shareholders. With
approximately 90% of our shareholder register in the hands of
around 100,000 retail investors, and savings or execution-only
platforms representing an increasingly significant and growing
element of the shareholder base, we remain focused with our
Manager on the optimal delivery of the Company’s investment
proposition. All available channels are used including the internet
and social media as well as the F&C Savings Plans, which remain
a cost effective and flexible way to invest in the Company.
Managing risks and opportunities
We look to make good use of our corporate structure and the
investment opportunities that lead to long-term growth in capital
and income for our shareholders. Like all businesses, these
opportunities do not come without risks and uncertainties and
so the performance of the Manager is monitored at each Board
meeting on a number of levels. In addition to managing the
investments, the ancillary functions of administration, secretarial,
accounting and marketing services are all carried out by the
Manager. They provide reports on the investment portfolios;
the wider portfolio structure; risks; compliance with borrowing
covenants; income, dividend and expense forecasts; errors;
internal control procedures; marketing; shareholder issues,
including the Company’s share price discount to net asset value;
and accounting and regulatory updates. The performance of
each individual investment portfolio is reviewed through a series
of presentations given by each specialist management team
throughout the year.
Shareholders can assess our financial performance from the
Key Performance Indicators that are set out on page 15 and,
on page 16, can see what the Directors consider to be the
In 2017 F&C engaged with
239 companies held by
Foreign & Colonial over 35
countries and had voted
in respect of Foreign &
Colonial’s holdings at 356
company meetings on a
range of ESG issues.
Principal Risks that we face. The risk of not achieving the
Company’s objective, or of consistently under-performing the
Company’s benchmark or competitors, may arise from any or
all of inappropriate asset allocation, poor market conditions,
ineffective or expensive gearing, poor cost control, loss of
assets and service provider governance issues. In addition
to continually monitoring the Manager’s performance, their
commitment and available resources and their systems and
controls, the Directors also review the services provided by other
principal suppliers. These include the Custodian and Depositary
in their duties towards the safeguarding of the assets.
The policies applied in running the Company are set out in
detail on the following page, whilst the Fund Manager’s review
of activity in the year can be found on page 18. In the light
of the Company’s strategy, investment processes and control
environment (relating to both the oversight of the Company’s
service providers and the effectiveness of the risk mitigation
activities), the Board has set out on page 17 its reasonable
expectation that the Company will continue in operation for the
next ten years.
STRATEGIC REPORT
GOVERNANCE REPORT
CHAIRMAN’S STATEMENT
12 | Foreign & Colonial Investment Trust PLC
Policy Summary
Investment Policy
The Company invests globally. Risk diversification is achieved
through geographic asset allocation and industry sector and stock
selection across a wide range of markets. Within the general policy
of maintaining a diversified portfolio, there are no specific geographic
or industry sector exposure limits for the publicly listed equities. The
Board has placed a limit of 5% of the value of the total portfolio on
unlisted securities, at the time of acquisition and excluding private
equity investments. Any unlisted investment requires specific Board
approval with the exception of new private equity investments,
responsibility for which has been delegated to F&C. Shareholder
approval would be sought in the event that the Board considers that
the long-term exposure to Private Equity investments should exceed
a figure of 20%.
Under the Company’s articles of association, with limited exceptions,
no single investment may be made by the Company which exceeds
10% of the value of the total portfolio at the time of acquisition. Under
the Listing Rules, no more than 10% of the total assets may be
invested in other listed closed-ended investment companies, unless
such investment companies have themselves published investment
policies to invest no more than 15% of their total assets in other
closed-ended investment companies, in which case the limit is 15%.
The Board has placed a limit of 5% of the value of the total portfolio
on investment funds managed by F&C at the time of acquisition, and
any such investment requires specific Board approval.
The Company will typically remain fully invested in equities, but is
not prohibited from investing in other types of securities or assets.
Derivatives may be used for the purpose of income enhancement
and portfolio management covering tactical asset allocation and risk
mitigation including protection against currency risks within strict limits.
Borrowing Policy
The Company has the flexibility to borrow over the longer term
and to use short-term borrowings by way of loans and overdrafts.
Borrowings, which can be taken out either in Sterling or foreign
currency, would normally be expected to fall within a range of 0–20%
of shareholders’ funds.
Dividend Policy
The Company’s revenue account is managed with the objective
of continuing its record of delivering a rising income stream in real
terms for shareholders. Prudent use of revenue reserves established
over many decades is made whenever necessary to help meet any
revenue shortfall. Dividends can also be paid from capital reserves
although the Board has no current need or intention of doing so.
Policy Summary
In determining dividend payments, the Board takes account of
timely income forecasts, brought forward distributable reserves,
prevailing inflation rates, the Company’s dividend payment record
and Corporation Tax rules governing investment trust status. Liquidity
is not considered an issue as the Company has sufficient liquid
resources to fund any envisaged level of dividend payment. Risks to
the dividend policy include: worldwide financial and political instability
leading to significant deterioration in the level of income received
by the Company; and unforeseen and significant changes to the
Company’s regulatory environment.
Taxation Policies
The Board is fully committed to complying with applicable legislation
and statutory guidelines, including the UK’s Criminal Finance Act
2017, designed to prevent tax evasion in the jurisdictions in which
the Company operates. The policy is based upon a risk assessment
undertaken by the Board and professional advice is sought as and
when deemed necessary.
The Company complies at all times with Section 1158 of the
Corporation Tax Act 2010 ("Section 1158") such that it does not
suffer UK Corporation Tax on capital gains; ensures that it submits
correct taxation returns annually to HMRC and settles promptly any
taxation due; and ensures that it claims back in a timely manner, where
possible, all taxes suffered in excess of taxation treaty rates on non-UK
dividend receipts.
Marketing Policy
F&C promotes investment in the Company’s shares, which are
suitable for retail distribution in the UK as well as professionally
advised private clients and institutional investors. The Board works
closely with F&C to ensure optimal delivery of the Company’s
investment proposition through all available channels including the
internet and social media. The F&C Savings Plans remain a cost
effective and flexible way to invest in the Company.
Discount Policy
The Board uses buybacks for the benefit of shareholders where they
see value and, importantly, in pursuit of a sustainably low deviation
between the price and NAV per share in normal market conditions.
No reference will therefore be made in future to a specific attainment
level for the Company’s discount. The policy and the levels within
which it operates will continue to be reviewed with the aim of
achieving the long-held aspiration of seeing the Company’s shares
trading at or close to NAV. In the event that the share price moves to
a premium, the Board will utilise its shareholder authority to sell shares
held in treasury or to issue new shares.
Report and Accounts 2017 | 13
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
In setting the Company’s ESG policies, the Board has considered the requirements of Section 172 of the Companies Act
2006 (regarding promoting the success of the Company for the benefit of stakeholders) and the EU Non-Financial Reporting
Directive (EU/2014/95). The Board anticipates that its disclosures on ESG matters will evolve in future years.
Responsible ownership
As an investment vehicle, all the Company’s activities are
outsourced to third parties. As such, it does not have any
physical assets, property, employees or operations of its own.
Neither does it provide goods nor services in the normal course
of business and does not have customers. In consequence,
it does not directly generate any greenhouse gas or other
emissions or pollution and it is not required to make any
statement under the Modern Slavery Act 2015.
The Board supports F&C in its belief that good governance
creates value. F&C takes a particular interest in corporate
governance and sustainable business practices, and continues
to work on systematically incorporating environmental, social
and governance factors into its investment processes. This is
based on the view that companies with strong management
focus on these areas have the potential to reduce risks facing
their business and deliver sustainable performance over the
longer term. Engagement with companies on significant
regulatory and ESG matters, so as to reduce risk, improve
performance, encourage best practice and underpin long-
term investor value forms an important part of F&C’s approach
towards responsible investment.
With regard to possible tax evasion by investee companies,
the Board believes that it is best in the first instance to engage
proactively with companies to ensure high standards of corporate
governance rather than exclude investment opportunities on the
basis of tax practices. F&C will therefore engage with the boards
of investee companies in an effort to ensure that their tax policies
are both prudent and sustainable. Investee company boards
are expected to disclose to shareholders that they are providing
appropriate oversight over their tax policies.
F&C’s Corporate Governance Guidelines set out expectations
of the boards of investee companies in terms of good corporate
governance. This includes the affirmation of responsibility
for reviewing internal business ethics systems, and ensuring
that there is an effective mechanism for the internal reporting
of wrongdoing, whether within the investee company itself,
or involving other parties, such as suppliers, customers,
contractors or business partners. Under legislation, which
is developing globally, there will be scope for more rigorous
enforcement of anti-corruption and anti-bribery.
In addition to this, the Board applies a strict anti-bribery and
anti-corruption policy insofar as it applies to any directors or
employee of F&C or of any other organisation with which the
Company conducts business. The Board also ensures that
adequate procedures are in place, and followed, in respect of
third party appointments, acceptance of gifts and hospitality and
similar matters.
Voting on portfolio investments
The Board expects to be informed by the Manager of any
sensitive voting issues involving the Company’s investments. In
the absence of explicit instructions from the Board, the Manager
is empowered to exercise discretion in the use of the Company’s
voting rights. All shareholdings are voted at all listed company
meetings worldwide where practicable in accordance with F&C’s
own corporate governance policy, which is to seek to maximise
shareholder value by constructive use of votes at company
meetings and by endeavouring to use its influence as an investor
with a principled approach to corporate governance.
In 2017 F&C engaged with 239 companies held by Foreign &
Colonial over 35 countries and had voted in respect of Foreign
& Colonial’s holdings at 356 company meetings on a range of
issues. In addition to corporate culture and business ethics,
key engagement themes in 2017 focused on management of
climate change and natural resource scarcity, as well as on
labour standards, governance and remuneration – the latter
having been particularly pertinent in the UK where shareholders
voted on binding resolutions to corporate pay policies.
Information on F&C’s engagement and voting at company
meetings and where to find their statement of compliance with
The UK Stewardship Code can be found on page 10.
Board diversity
The Board is composed solely of non-executive Directors
and has 37.5% female representation. The Board’s approach
to the appointment of non-executive directors is based on its
belief in the benefits of having a diverse range of experience,
skills, length of service and backgrounds, including gender.
The Board complies with the UK Corporate Governance
Code in appointing appropriately diverse, independent
non-executive directors who set the operational and moral
standards of the Company. The Board will always appoint the
best person for the job and will not discriminate on the grounds of
gender, race, ethnicity, religion, sexual orientation, age or physical
ability. Further details on the operation of this policy are given in
the Nomination Committee Report on page 42.
Environmental, Social and Governance (ESG) Policies
14 | Foreign & Colonial Investment Trust PLC
Strategic Report
‘ The 21.0% rise in our total
shareholder return over the year
significantly exceeded the 13.8%
return of our benchmark.
’
Report and Accounts 2017 | 15
STRATEGIC REPORT
Key Performance Indicators
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Performance: Total returns
(1)
1 Year
%
3 Years
%
5 Years
%
10 Years
%
The Board’s policy is to secure long-term
growth in capital and income
Foreign & Colonial share price21.063.2125.3156.1
This compares the Company’s share price and
NAV total return against those produced by the
constituents of the Market benchmark and our
peer group, and against inflation.
The Market benchmark takes into account the
change in January 2013 from a composite
benchmark (40% FTSE All-Share/60% FTSE WI
World Index ex UK) to the FTSE All-World Index
as the new Benchmark.
Foreign & Colonial NAV (with debt at market value)16.955.8108.6129.3
Market benchmark
(2)
13.853.5106.7143.8
AIC Global Sector Median share price (investment companies)
(3)
21.155.3113.8142.5
AIC Global Sector Median NAV (investment companies)
(3)
17.152.198.4123.5
IA Global Sector Median (open-ended funds)
(3)
13.245.390.3102.2
Consumer Prices Index3.04.87.526.5
Source: F&C, Morningstar UK Limited and Thomson Reuters Eikon
Dividend: Dividend Growth per annum
1 Year %3 Years %5 Years %10 Years %
The Board’s long-term policy is to deliver a rising dividend stream In real
terms.
Foreign & Colonial dividend5.63.84.15.9
This shows the Company’s compound annual dividend growth rate and
compares it to the Consumer Prices Index.
Consumer Prices Index3.01.61.52.4
Source: F&C and Thomson Reuters Eikon
Discount: Share price discount to NAV
Year ended:31 Dec
2017 %
31 Dec
2016 %
The Board’s discount policy aspiration is to see the Shares trading at or close to NAV per share.
Discount at 31 December4.37.4
A “Discount” arises when the share price is lower than the NAV per share (with debt at market value). A
high discount may indicate the need for shares to be bought back.
Average discount in year6.79.7
Source: F&C
Efficiency: Costs
Year to:31 Dec
2017 %
31 Dec
2016 %
31 Dec
2015 %
31 Dec
2014 %
31 Dec
2013 %
The Board’s policy is to control the costs of running
the Company
Ongoing charges
(1)
0.790.790.800.870.86
This data measures the running costs as a percentage of the
average net assets in the year. Total Costs are inclusive of
interest expense and transaction charges.
Total Costs
(1)
1.06n/an/an/an/a
Source: F&C
The Board assesses the efficacy of its strategy by comparing the
Company’s long-term performance against the following four key measures
(Performance, Dividend, Discount and Efficiency). Detailed commentary
on these measures can be found in the Chairman’s Statement and Fund
Manager’s Review.
(1) See Alternative Performance Measures on page 90 for explanation
(2) See Glossary of terms on pages 91 and 93 for explanations of “Benchmark” and “Market benchmark”
(3) These are considered by the Board to be the most relevant and reliable industry-standard peer group performance measures.
Key Performance Indicators
16 | Foreign & Colonial Investment Trust PLC
Principal Risks and Future Prospects
Principal RisksMitigationActions taken in the year
Inappropriate business strategy in relation to
investor needs leading to significant pressure on
the share price.
The Board assesses investor needs through targeted research and marketing, the effectiveness
of which is kept under continuous review. Overall business strategy is formally discussed
annually with the Manager and is monitored by the Board throughout the year against their own
objectives. A discount control mechanism has operated over many years.
The Company’s discount is a KPI measured by the Board on an ongoing basis.
In continuing to apply the discount control mechanism, the Board bought back fewer shares
than in 2016. Marketing campaigns continued throughout the year, including promotion across
financial and other relevant websites and publications.
Unfavourable markets or inappropriate asset
allocation, sector and stock selection, currency
exposure and use of gearing and derivatives may
give rise to investment under-performance as
well as impacting capacity to pay dividends to
investors. Political risk factors could also impact
performance.
Underlying investment strategies, performance, gearing and income forecasts are reviewed with
the Fund Manager at each Board meeting. Cash, borrowing and derivative limits, as well as
dividend paying capacity, are monitored. F&C’s Performance and Risk Oversight team provides
independent oversight on investment risk management for the directly managed portfolios.
The portfolio is diversified and the Company’s structure enables it to take a long-term view of
countries, markets and currencies. The Company has a Revenue Reserve which can be used to
pay growing dividends in years when income receipts fall as a result of poor market conditions.
The performance of the Company relative to its Market Benchmark, its peers and
inflation is a KPI measured by the Board on an ongoing basis.
The Board continuously measures the Manager’s investment performance against the Key
Performance Indicators set out on page 15 and is satisfied that the Manager’s long-term
performance remains in line with expectations.
Failure of F&C as the Company’s main service
provider to continue to operate effectively,
including the loss of key staff, and within
regulations.
The Board regularly reviews the strength of the Manager’s investment management and client services
resources and meets their risk management team to review internal control and risk reports. The
Manager’s appointment can be terminated at six months’ notice. A business continuity plan is in
place. The Manager structures its recruitment and remuneration packages in order to retain key staff
and works closely with the Board on any significant management changes.
Performance KPIs and Manager errors are monitored by the Board for indications of
continuity or other Manager issues.
The Board has reviewed F&C’s controls and risk management structure as part of its annual
assessment. The Board met senior management as part of the reappointment process
described on page 38. The viability, systems and staffing capabilities of the Manager were
fully reviewed by the Board and a decision was taken to continue with the Manager’s services.
Thorough review and challenge of the Manager were provided through the Audit Committee, the
Management Engagement Committee and the Board.
Errors, fraud or control failures at service
providers or loss of data through business
continuity failure or cyber attacks could damage
reputation or investors’ interests or result in loss.
Cyber risks remain heightened.
The Board receives regular control reports from F&C covering risk and compliance, including
oversight of third party service providers. The Board has access to F&C’s Head of Business Risk
and BMO’s Group Information Security Officer, International and requires any significant issues
directly relevant to the Company to be reported immediately. The Depositary is specifically liable
for loss of any of the Company’s securities and cash held in custody.
The Board additionally monitors efficiency of service providers’ processes through
efficiency KPIs.
The Audit Committee regularly reviews the Company’s risk management framework with the
assistance of the Manager. Supervision of third party service providers has been maintained by
F&C and includes assurances regarding IT security and increasing cyber-threats. The Board
received a presentation during the year from the Custodian on its own cyber-security controls.
The Depositary maintained oversight of custody of investments and cash and its regular reports
to the Board indicated no matters of concern. The Board has engaged with the Manager and
Registrar to ensure that the new General Data Protection Regulations will be properly and fully
implemented for the safeguarding of all personal data held by the Company.
Unchanged throughout the year
under review
Each year the Board carries out a comprehensive robust assessment of the
principal risks and uncertainties that could threaten Foreign & Colonial’s success.
The consequences for its business model, liquidity, future prospects and viability
form an integral part of this assessment.
The principal risks, both perceived and observed, together with
their mitigations are set out in the table below. The Board’s
processes for monitoring them are set out on pages 46 and
47 and in note 25 on the accounts. The risks are unchanged
from those reported in the prior year. The principal risks identified
Principal Risks and Future Prospects
as most relevant to the assessment of the Company’s future
prospects and viability were those relating to potential investment
portfolio under-performance and its effect on share price discount
and dividends, as well as threats to security over the Company’s
assets.
Unchanged throughout the year
under review
Unchanged throughout the year
under review
Unchanged throughout the year
under review
Report and Accounts 2017 | 17
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Principal RisksMitigationActions taken in the year
Inappropriate business strategy in relation to
investor needs leading to significant pressure on
the share price.
The Board assesses investor needs through targeted research and marketing, the effectiveness
of which is kept under continuous review. Overall business strategy is formally discussed
annually with the Manager and is monitored by the Board throughout the year against their own
objectives. A discount control mechanism has operated over many years.
The Company’s discount is a KPI measured by the Board on an ongoing basis.
In continuing to apply the discount control mechanism, the Board bought back fewer shares
than in 2016. Marketing campaigns continued throughout the year, including promotion across
financial and other relevant websites and publications.
Unfavourable markets or inappropriate asset
allocation, sector and stock selection, currency
exposure and use of gearing and derivatives may
give rise to investment under-performance as
well as impacting capacity to pay dividends to
investors. Political risk factors could also impact
performance.
Underlying investment strategies, performance, gearing and income forecasts are reviewed with
the Fund Manager at each Board meeting. Cash, borrowing and derivative limits, as well as
dividend paying capacity, are monitored. F&C’s Performance and Risk Oversight team provides
independent oversight on investment risk management for the directly managed portfolios.
The portfolio is diversified and the Company’s structure enables it to take a long-term view of
countries, markets and currencies. The Company has a Revenue Reserve which can be used to
pay growing dividends in years when income receipts fall as a result of poor market conditions.
The performance of the Company relative to its Market Benchmark, its peers and
inflation is a KPI measured by the Board on an ongoing basis.
The Board continuously measures the Manager’s investment performance against the Key
Performance Indicators set out on page 15 and is satisfied that the Manager’s long-term
performance remains in line with expectations.
Failure of F&C as the Company’s main service
provider to continue to operate effectively,
including the loss of key staff, and within
regulations.
The Board regularly reviews the strength of the Manager’s investment management and client services
resources and meets their risk management team to review internal control and risk reports. The
Manager’s appointment can be terminated at six months’ notice. A business continuity plan is in
place. The Manager structures its recruitment and remuneration packages in order to retain key staff
and works closely with the Board on any significant management changes.
Performance KPIs and Manager errors are monitored by the Board for indications of
continuity or other Manager issues.
The Board has reviewed F&C’s controls and risk management structure as part of its annual
assessment. The Board met senior management as part of the reappointment process
described on page 38. The viability, systems and staffing capabilities of the Manager were
fully reviewed by the Board and a decision was taken to continue with the Manager’s services.
Thorough review and challenge of the Manager were provided through the Audit Committee, the
Management Engagement Committee and the Board.
Errors, fraud or control failures at service
providers or loss of data through business
continuity failure or cyber attacks could damage
reputation or investors’ interests or result in loss.
Cyber risks remain heightened.
The Board receives regular control reports from F&C covering risk and compliance, including
oversight of third party service providers. The Board has access to F&C’s Head of Business Risk
and BMO’s Group Information Security Officer, International and requires any significant issues
directly relevant to the Company to be reported immediately. The Depositary is specifically liable
for loss of any of the Company’s securities and cash held in custody.
The Board additionally monitors efficiency of service providers’ processes through
efficiency KPIs.
The Audit Committee regularly reviews the Company’s risk management framework with the
assistance of the Manager. Supervision of third party service providers has been maintained by
F&C and includes assurances regarding IT security and increasing cyber-threats. The Board
received a presentation during the year from the Custodian on its own cyber-security controls.
The Depositary maintained oversight of custody of investments and cash and its regular reports
to the Board indicated no matters of concern. The Board has engaged with the Manager and
Registrar to ensure that the new General Data Protection Regulations will be properly and fully
implemented for the safeguarding of all personal data held by the Company.
Through a series of connected stress tests
based on historical information, but forward-
looking over the ten years commencing
1 January 2018, the Board assessed the
effects of:
• Potential illiquidity of the Company’s
portfolio during substantial market falls
when needing to fund private equity
commitments.
• Substantial falls in investment values on
the ability to maintain loan covenants and
to repay and re-negotiate funding.
• Significant falls in income on the ability to
continue paying steadily-rising dividends and
maintaining adequate revenue reserves.
• Constraints on the Board’s ability to
control the discount including those
concerning the funding of buybacks
during periods of high volatility in the
share price.
Based on its assessment and evaluation
of the Company’s future prospects, the
Board has a reasonable expectation that
the Company will be able to continue in
operation and meet its liabilities as they
fall due over the coming ten years; the
Company’s business model, strategy
and the embedded characteristics listed
below have helped define and maintain
the stability of Foreign & Colonial over
many decades. The Board expects this to
continue over many more years to come.
• The Company has a long-term
investment strategy under which it
invests mainly in readily realisable,
publicly listed securities and which
restricts the level of borrowings.
• The Company’s business model and
strategy are not time limited and, as
a global investment trust, are unlikely
to be adversely impacted as a direct
result of Brexit and other political
uncertainties.
• The Company is inherently structured
for long-term outperformance, rather
than short-term opportunities, with ten
years considered as a sensible time-
frame for measuring and assessing
long-term investment performance.
• The Company is able to take advantage
of its closed-ended investment trust
structure.
• The Company has the ability to
hold a proportion of long-term less
liquid private equity investments with
ten years typically being the period
over which commitments are made
and realisations are expected to be
received.
• The Company has put in place long-
term borrowing arrangements and has
the ability to secure additional finance in
excess of ten years.
• There is rigid monitoring of the
headroom under the Company’s bank
borrowing financial covenants.
• Regular and robust review of revenue
and expenditure forecasts is undertaken
throughout the year against a backdrop
of large revenue and capital reserves.
• The Company retains title to all assets
held by the Custodian which are
subject to further safeguards imposed
on the Depositary.
• The Company maintains a business
continuity plan.
Ten Year Horizon
In concluding that ten years is a reasonable
period over which to assess future prospects
of the Company, the Board considers that
this approximates the periods relating to:
• its private equity commitments;
• its borrowings, repayable by June 2031;
and
• the Corporate Governance rules relating
to the Directors’ tenure.
The Board also took into consideration the
perceived viability of its principal service
providers, potential effects of anticipated
regulatory changes and the potential threat
from competition.
The Board’s conclusions are set out under
the Ten Year Horizon.
18 | Foreign & Colonial Investment Trust PLC
Paul Niven, Fund ManagerFund Manager’s Review
Investment performance in 2017
Our NAV total return of 16.9% compared favourably to the
benchmark total return of 13.8%. Shareholder returns were further
enhanced by a reduction in our share price discount to NAV, which
ended the year at 4.3% to give a shareholder total return of 21.0%.
We maintained a higher weighting than our benchmark index in
each of the highly performing areas of Europe, Japan and Emerging
Markets, which added to our overall return. Returns from Europe
were boosted by strength in the euro, which gained by 4.1% against
sterling. In contrast, the US equity market delivered another year of
strong gains in local currency terms, but the weak US dollar relative
to sterling detracted from sterling based returns. Our year-end
allocations and underlying geographic exposures are shown in the
table opposite.
Significant steps have been taken in recent years to increase our
global exposure on the portfolio and we ended the year with less
than 6% in UK listed corporates. Many large UK listed companies
are, of course, internationally focused in terms of operations,
revenues and profits, but the UK equity market benchmark again
produced returns which generally lagged those of overseas markets;
a gain of 11.8%. Our return of 10.5% lagged the benchmark, with
a negative impact from our overweight position on media stocks
(through Daily Mail) and underperformance from selected stocks
(Barclays) in the banking sector.
North America made up 47.7% of the underlying geographic
exposure of our investments, though still below the benchmark
weighting of 54.2%. The gain of 25.3% in sterling terms from our
growth oriented manager, T Rowe Price, was amongst the highest
return from all of our investment portfolios. Our overall return in
Sterling from the US portfolios was 14.9% against the benchmark
11.3%. Much of this return can be attributed to the area of focus of
investment opportunities from this manager and a high weighting
in technology and healthcare stocks in the US. Performance from
stocks such as Amazon, Facebook and Alphabet (which gained
by between 33% and 56% in local terms over the year) as well as
Tencent (115% in US$) and Alibaba (96% in US$) on this part of the
portfolio contributed meaningfully to returns and enabled T Rowe
Price to deliver exceptional gains, also exceeding those available
from growth oriented market indices.
Our other main allocation in North America is value focused and
managed through Barrow Hanley. While value strategies generally
had a poor year, Barrow Hanley produced creditable results
against value based indices. Nevertheless, a return of only 6.0% in
sterling terms, relatively anaemic performance from this area and
a general focus on financials and more lowly valued opportunities
in healthcare, energy and technology sectors served to illustrate
the gulf in performance over the year between highly rated stocks
with fast growing fundamentals and more lowly valued but slower
growing companies.
The European portfolio delivered good relative returns over the year,
with a gain of 19.3% in sterling terms. Early concerns over elections
in France and the Netherlands receded and there were clear signs
of improvement in the economic growth trajectory for the Eurozone
as the year progressed. By mid-year the corporate sector in Europe
was reporting the strongest earnings season in a decade and our
strategy benefited from strong stock selection and underweight
positions in oil and gas, telecoms and retailers. We raised exposure
to cheaper domestic companies to benefit from improving growth
prospects and reduced exposure to more expensive quality
companies.
Japan also posted good returns, with our return of 15.7% exceeding
the market return of 14.4% in 2017.
2017 was the best year for global Emerging Markets investors
since 2009 in US dollar terms. Emerging Markets also delivered the
strongest regional returns in 2017. Our exposure produced a healthy
return of 25.6% in sterling terms, which was broadly in line with
market indices. The portfolio manager performed well in the first half
but gave back relative performance as the year progressed. Within
this portfolio we have a focus on strong free cash flow generation
and quality opportunities from companies with high exposure to
domestic emerging markets growth.
2017 was another very good year. We comfortably exceeded
benchmark returns and all of our investment portfolios produced
a pleasing level of absolute returns with Europe, Japan and
Emerging Market areas providing the strongest returns in sterling
terms on a regional basis.
Fund Manager’s Review
Report and Accounts 2017 | 19
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Contributors to total returns in 2017
%
Portfolio return15.8
Management fees(0.4)
Interest and other expenses(0.3)
Buy-backs0.1
Change of value of debt(0.1)
Gearing/other1.8
Net Asset Value total return16.9
Decrease in discount4.1
Share price total return21.0
FTSE All-World total return13.8
Source: F&C
0%5%10%15%20%25%30%
Telecommunications (1.1%)
Utilities (1.5%)
Basic Materials (4.4%)
Oil & Gas (4.8%)
Healthcare (10.1%)
Consumer Goods (11.4%)
Industrials (12.3%)
Technology (12.4%)
Consumer Services (16.9%)
Financials (25.1%)
Underlying Classification of Listed Investment Portfolio
as at 31 December 2017
Source: F&C
Currency movements vs Sterling in 2017
Source: F&C
Foreign & Colonial share price 2017
Source: F&C
Weighting, stock selection and performance over one year in each investment portfolio strategy and underlying geographic
exposure versus Index at 31 December 2017
Investment Portfolio Strategy
Our portfolio
strategy
weighting
%
Underlying
geographic
exposure
(1)
%
Benchmark
weighting
%
Our strategy
performance
in Sterling
%
Index
performance
in Sterling
%
UK4.35.86.110.511.8
North America33.847.754.214.911.3
Europe ex UK13.219.915.119.317.2
Japan8.510.68.615.714.4
Emerging Markets11.113.211.825.625.8
Developed Pacific–2.94.2–15.9
Global Strategies
(2)
22.815.813.8
Private Equity6.35.9
(1) Represents the geographic exposure of the portfolio, including underlying exposures in private equity and fund holdings
(2) The Global Strategies consist of Global Income, Global Multi-Manager and Global Smaller Companies. Source: F&C
Dec 2017Sept 2017June 2017Mar 2017Dec 2016
Currency
strengthening
against Sterling
Currency
weakening
against Sterling
85
90
95
100
105
110
115
US DollarEuroJapanese Yen
540
560
580
600
620
640
660
Dec 2017June 2017Mar 2017Sept 2017Dec 2016
pence per share
20 | Foreign & Colonial Investment Trust PLC
Our combined Global Strategies performed well over the year. This
section of the portfolio contains a multi-manager component, an
allocation to smaller companies and an income focused strategy. Our
Global Multi-Manager team seek performance from fund selection
and strong performance from a number of our underlying holdings
globally contributed to the good performance. The Global Smaller
Companies exposure also performed strongly with stock selection
contributing meaningfully to returns with a gain of 17.9%. Despite
a more challenging year for stocks with high dividend yields, our
Global Income portfolio still delivered returns ahead of the market.
This was a creditable result as this income focused area of the
portfolio continues to produce a meaningful yield pick-up relative to
the market without significant sectoral or country risks to the broader
market.
Our private equity exposure produced returns of 5.9%. This was
the lowest return of our investment portfolio strategies in 2017 and
significantly lagged those from listed equity markets. This investment
portfolio contains a mix of historic holdings in private equity fund
of funds managed by specialists Harbourvest and Pantheon, as
well as a much smaller portion of more recent direct fund and co-
investments that are selected by F&C. We also have a holding in
Syncona, which is transforming into a life sciences company. Having
purchased this holding in late 2016, we saw a greater than 51% gain
in value in 2017. Value began to be realised from within Syncona’s
portfolio as their largest holding, Nightstar, underwent a successful
IPO in the US and clinical trials on some other holdings gave rise to
optimism on future commercial opportunities.
Portfolio activity
After significant progress in recent years, there was more limited
activity in terms of allocation between investment portfolio strategies
in 2017. We made £29.8m of new commitments to Private Equity
investments but, with £77.8m ofnet cashflow returned from existing
investments and the strong relative performance of listed equities
the overall allocation had fallen to 6.3% of the overall portfolio by the
end of the period. Our UK equity exposure was cut further to multi-
decade lows while Emerging Markets exposure was increased. We
now have more than twice as much invested in Emerging Markets
listed companies than those in the UK.
Revenue returns
2017 was also a good year for our revenue account and we remain
focused on balancing our investment approach towards delivering
growth in both capital and income for shareholders. Our gross
revenue from investments grew by 11% over the year to £77.9m
and although we benefited from £2.7m of special dividends, this was
down from the £4.4m received in 2016. Some weakness in average
levels of sterling year on year was a modest positive of £3m (2016:
£6m) for our income. We now have more than 80% of our revenues
derived from overseas listed corporates and therefore movements
in sterling will have a greater impact on both capital and revenue
returns going forward.
Gearing and buybacks
In a year of strong market gains, our gearing was a positive
contributor to returns in the year, adding approximately 1.8% to
our NAV. A decline in the value of our US dollar and Japanese Yen
denominated loans, caused by strengthening in sterling against
these currencies, was beneficial.Our gearing was 7.2% of net assets
at the end of the year and we held £102.5m in seven year US dollar
and Yen loans which mature in 2019. In addition, we have £64m of
2022 euro denominated loans and £25m/£50m of 2028 and 2031
debt. In addition to these longer dated borrowings we have access
to a shorter term revolving credit facility which was drawn by £50m
at year end. This facility provides certainty of access to up to £200m
of short-term borrowings and was renegotiated over the year to
mature in 2019.
In aggregate, our total borrowings at the end of 2017 were £291.9m
and we paid an average blended rate of less than 3% across all of
our debt. Our borrowing rates remain amongst the lowest seen in
the history of your Company and we are mindful that the cost of
credit is still low by any historic standard. We will continue to adopt a
diversified approach to the structuring and maturity of our debt whilst
recognising that current opportunities to borrow longer term are
Our investments are held
in a number of portfolios
that are individually
concentrated, but are
managed as a whole to
provide global diversification
and lower risk.
Report and Accounts 2017 | 21
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Investment portfolio strategies attribution in Sterling
1 year %3 years %5 years %
RegionReturn Index return Return Index return Return Index return
UK10.511.835.531.859.457.5
North America14.911.363.857.2159.9141.2
Europe ex UK19.317.248.548.792.588.2
Japan15.714.478.365.1127.9111.9
Emerging Markets25.625.847.451.344.651.4
Global Strategies
(1)
15.813.853.353.4
Private Equity5.950.391.3
The Company’s Benchmark is the FTSE All-World Index whereas for the purposes of this table the relevant regional sub-indices are used for comparison, except in the case of Emerging
Markets where the MSCI Emerging Markets Index is used.
(1) The Global Strategies consist of Global Income, Global Multi-Manager and Global Smaller Companies and have been in existence for less than five years.
Source: F&C
Private Equity portfolio
Original
commitment
Cumulative
commitment
drawn down
Commitment
outstanding
Cumulative
cash
returned
Value of
holding
€’000s€’000s€’000s€000s€’000s
Total Euro
denominated portfolio
2017 312,500 280,89831,602383,17060,176
2016312,500274,46038,040347,09580,922
US$’000sUS$’000sUS$’000sUS$’000sUS$’000s
Total US Dollar
denominated portfolio
2017626,168581,14045,028635,562221,481
2016597,050554,03843,012565,611240,821
£’000s £’000s £’000s£’000s£’000s
Total Sterling
denominated portfolio
2017 16,000 8,1017,899–8,152
20169,000 4788,522 –452
Commitment
outstanding
31 December
2017
£’000s
Value of
holding
31 December
2017
£’000s
Total Private Equity portfolio
(1)
Brought forward75,802264,423
Committed in 2017
(2)
29,780–
Cash drawn in 2017
(2)
(34,141)34,141
Cash returned in 2017
(2)
–(85,339)
Valuation movements
(3)
–25,345
Exchange movements(2,087)(13,276)
Total Private Equity portfolio
(3)
Carried forward69,354225,294
(1) At exchange rates ruling at 31 December 2016
(2) At actual exchange rates in 2017
(3) At exchange rates ruling at 31 December 2017
Source: F&C
22 | Foreign & Colonial Investment Trust PLC
There is of course one notable outlier in Europe – and that is the UK.
Negotiations around its withdrawal from the European Union (EU)
are proving difficult and whatever the outcome, the country faces a
challenging period of readjustment to life outside the single market.
More immediately, the pound is still weak but to date it hasn’t done
much to enhance the UK’s trading position. It has, however, reduced
real incomes and squeezed consumption while investment is held
back by uncertainty.
In Emerging Markets, China’s trend growth rate is slowing. The
labour supply has peaked and is set to decline and productivity has
been falling – following the path previously trodden by other Asian
‘growth miracle’ stories. We don’t believe that a hard landing is in
store for China but it seems reasonable to assume that lower growth
is likely to be sustained in the next few years.
In the last few years the markets have been led by a few rapidly
growing technology related businesses such as Amazon, Alphabet
and Apple in the US and Alibaba, Tencent and Baidu in China. These
companies have been able to consistently apply new technologies
to disrupt existing business models and grow on the back of it. We
have benefited from the market’s focus on these companies through
our growth portfolios, particularly in the US. Looking forward there
is no doubt that the market rally is extended, that the interest rate
environment is changing gradually and the valuations in these growth
stocks requires them to continue to see their earnings grow rapidly
from here. Having said that though, the equity market as a whole
is reasonably well underpinned by global economic growth and
corporate earnings which will also benefit from tax cuts in the US
and does not look expensive compared to other asset classes.
It is difficult to forecast exactly when some of these trends will
change in a meaningful way, particularly against a very uncertain
geo-political backdrop, but when they do leadership in the market
may well shift to the cheaper names in the more traditional sectors.
This is why, more than ever, we feel long-term capital growth
with limited volatility can be best be achieved through a properly
diversified portfolio of equities that diversifies by sector, geography
and investment style.
Paul Niven
Fund Manager
6 March 2018
attractive at present. In a year in which buybacks fell to a low level
their contribution to the total return was minimal.
Market outlook
The global economy entered 2017 with modest positive momentum.
Importantly, recent quarters have seen the recovery gain breadth
such that a synchronised upturn in corporate earnings across major
regions was delivered for the first time since 2010. This improvement
in corporate earnings, combined with low inflation and interest rates,
has supported equity markets after a period of patchy performance
and general rise in market valuations. It is encouraging to note
that growth globally is not restricted to a particular region or single
economic powerhouse.
The bullish earnings and growth backdrop looks set to continue into
2018. There is little, at present, to suggest a material slowdown in
the overall growth trajectory in the global economy. Indeed, financial
indicators are suggestive of strong momentum continuing for the
next twelve months, reflecting still supportive monetary and credit
conditions. Barring some shock, it now looks more likely than not
that the US economic cycle will extend to the longest on record,
into 2019.
Despite this constructive backdrop it appears highly unlikely that we
will return to any semblance of historic normality in terms of interest
rate levels and it also appears that growth and productivity levels
will remain relatively subdued. Demographics along with changing
corporate dynamics leads to the conclusion that, while we are in a
short-term upswing for inflation and interest rates, the next peak in
these variables will be at historically low levels. This is important as
the recent backdrop has been a strong positive influence on stock
markets. The spread between winners and losers has widened,
valuations have expanded toward historic highs as inflation and rates
have been kept low while corporates have taken an ever larger share
of overall output.
Even in a world of synchronised growth, the improvement of
Europe’s economies stands out. The reasons behind the upturn are
self-evident. Europe is at the end of a period of fiscal austerity and
this alongside massive monetary expansion is feeding through into a
sustained economic upswing. Spain’s problems in Catalonia, Italy’s
forthcoming 2018 election and key wage negotiations in Germany
loom on the horizon but we do not foresee these derailing Europe’s
cyclical upturn.
Report and Accounts 2017 | 23
STRATEGIC REPORT
“Our private equity portfolio
materially outperformed
listed stock markets again
in 2014.”
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
‘ Barring some shock, it now looks
more likely than not that the US
economic cycle will extend to the
longest on record, into 2019.’
24 | Foreign & Colonial Investment Trust PLC
Twenty largest holdingsTwenty largest holdings
1. Amazon.com (1)
US listed e-commerce and cloud computing company. Largest listed
internet retailer in the world based on market capitalisation
1.53% Total investments
£60.3m Value
3. Alphabet (4)
US listed parent company of Google. Google’s primary business
is focused on internet related services and products including its
internet search engine
1.09% Total investments
£42.7m Value
5. Facebook (10)
US listed operator of social media sites and social networking
services
0.91% Total investments
£35.6m Value
7. Pantheon Europe V A LP Fund
(1)
(3)
Unlisted private equity fund of funds investing into Europe, with the
largest exposure being the UK
0.79% Total investments
£30.9m Value
9. BP (6)
UK listed oil and gas company operating in all areas of the oil and
gas industry including exploration and production and refining
activities
0.75% Total investments
£29.6m Value
2. Microsoft (5)
US listed technology company focused on software products. The
company also designs and sells hardware devices
1.36% Total investments
£53.6m Value
4. Unitedhealth (2)
US listed company offering health care products and insurance
services. Largest healthcare company in the world by revenue
1.04% Total investments
£41.0m Value
6. Utilico Emerging Markets (7)
UK listed closed-ended investment company investing into utility and
infrastructure industries in Emerging Markets
0.84% Total investments
£33.1m Value
8. Anthem (25)
US listed health insurance company
0.77% Total investments
£30.3m Value
10. J P Morgan Chase (15)
US listed banking and financial services company with a significant
asset management and custody business
0.72% Total investments
£28.1m Value
The value of the twenty largest holdings represents 16.20% (2016: 16.32%) of the Company’s total investments.
The figures in brackets denote the position within the portfolio at the previous year end.
The value of convertible securities in the total portfolio at 31 December 2017 was £896,000 or 0.0% of total assets less current liabilities (2016: £239,000 or 0.0% of total assets
less current liabilities).
(1) Unquoted private equity limited partnership investment held at estimated fair value with no fixed capital and no distributable income in the ordinary course of business.
Report and Accounts 2017 | 25
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Twenty largest holdings (continued)
11. Apple (26)
US listed technology company predominantly involved in the design,
development and sale of consumer electronics and software
0.71% Total investments
£27.8m Value
13. Citigroup (29)
US listed banking and financial services company which provides
consumer and corporate services
0.65% Total investments
£25.4m Value
15. Conventum Lyrical Fund (18)
US equity fund with a fundamental value based approach
0.63% Total investments
£24.9m Value
17. State Street (19)
US listed financial services company whose primary business is
asset management and custody services
0.63% Total investments
£24.6m Value
19. Intesa Sanpaolo (107)
Italian listed banking group offering retail and corporate banking
services and wealth management
0.60% Total investments
£23.7m Value
12. Royal Dutch Shell (44)
UK (and Dutch) listed oil and gas company operating in all areas of
the oil and gas industry including exploration and production and
refining activities
0.70% Total investments
£27.3m Value
14. Alibaba (105)
US listed Chinese company whose business predominantly covers
e-commerce, retail, internet and technology services
0.64% Total investments
£25.0m Value
16. Artemis US Extended Alpha Fund (17)
US equity fund combining a traditional portfolio of best ideas with
selective shorting of stocks
0.63% Total investments
£24.6m Value
18. Priceline (13)
US listed company that, through its websites, acts as an
intermediary for travel related purchases
0.62% Total investments
£24.3m Value
20. British American Tobacco (110)
UK listed tobacco group. Largest listed tobacco company in the
world
0.59% Total investments
£23.3m Value
The Company’s full list of investments exceeds 450 and is published monthly on the website
at foreignandcolonial.com. Copies are also available on request from the Secretary.
By order of the Board, Simon Fraser, Chairman, 6 March 2018
26 | Foreign & Colonial Investment Trust PLC
Dividend growth has been strong,
with an annualised rise of 5.9% in
payments over the past decade and
7.4% over the past twenty years.
Report and Accounts 2017 | 27
STRATEGIC REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
The fully covered dividend proposed for 2017
represents a rise of 5.6%, which compares with
the 3.0% rise in the Consumer Prices Index and
will be the 47th year of rising dividends.
28 | Foreign & Colonial Investment Trust PLC
Directors
Simon Fraser
(2)
Chairman
Appointed to the Board in September 2009,
appointed Chairman in May 2010 and is
Chairman of the Nomination Committee and
the Management Engagement Committee.
He is also chairman of the Investor Forum, an
investor led organisation established for the
purpose of improving long-term returns from
investment through collective shareholder
engagement. Most of his career was at
Fidelity International, where he started as
an analyst and spent a number of years in
Japan, latterly as Chief Investment Officer for
the Asia/Pacific region. He returned to the
UK in 1999 to take up the position of Chief
Investment Officer for Fidelity International,
a position he held until 2005. He is also
chairman of The Merchants Trust PLC,
Fidelity Funds (Luxembourg) and McInroy and
Wood.
Shared directorships with other Directors:
The Investor Forum with Nicholas Moakes
Sarah Arkle
(1)
Appointed to the Board in March 2011. She
was Vice Chairman of Threadneedle where
she was Chief Investment Officer for ten years
until her retirement at the end of December
2010. She was instrumental in establishing
Threadneedle’s investment process and
recruiting a number of the firm’s senior
fund managers. In 1983 Sarah moved from
stockbroker WI Carr to become a Far East
Equity Manager and subsequently became a
Director at Allied Dunbar Asset Management,
which became part of Threadneedle in
May 1994. She is a non-executive director
of Janus Henderson Group PLC and is
chairman of JPMorgan Emerging Markets
Investment Trust PLC.
Shared directorships with other Directors:
None
Sir Roger Bone KCMG
(1) (2)
Senior Independent Director
Appointed to the Board in March 2008. He
was president of Boeing UK from 2005 to
2014. In earlier years he served as British
Ambassador to Brazil from 1999 to 2004
and to Sweden from 1995 to 1999. He was
an Assistant Under-Secretary of State in the
Foreign and Commonwealth Office between
1991 and 1995, head of the Economic
Relations Department there from 1989 to
1991 and Political Counsellor at the British
Embassy in Washington DC from 1985 to
1989. He was a visiting fellow at Harvard
University in 1984/85 and served as a
private secretary to the Foreign Secretary
between 1982 and 1984. He was one of the
Prime Minister’s honorary ambassadors for
British business from 2010 to 2015. He is
a non-executive director of ITM Power plc,
and is also chairman of Over-c-ltd, a small
high tech company in the telecoms sector.
Shared directorships with other Directors:
None
Beatrice Hollond
(1)
Appointed to the Board on 1 September
2017. Beatrice spent 16 years at Credit Suisse
Asset Management in Global Fixed Income
and began her career as an equity analyst at
Morgan Grenfell Asset Management. She is a
member of the Board of Brown Advisory and
holds non-executive directorships at Telecoms
Plus PLC, M&G Group Limited and Templeton
Emerging Markets Investment Trust. Beatrice is
chairman at Millbank Investment Management
Limited, chairman at Keystone Investment Trust
PLC and non-executive director and chairman
of the Audit Committee at Henderson Smaller
Companies Investment Trust PLC.
Shared directorships with other Directors:
None
Directors
Report and Accounts 2017 | 29
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Francesca Ecsery
(2)
Joined the Board on 1 August 2013.
Francesca has extensive expertise in
marketing, with over 23 years of experience in
senior director roles, with both blue chip and
start-up companies. She has worked across
a broad range of consumer industries and
previously held the role of Global Business
Development Director at Cheapflights Media.
She also held senior executive roles with STA
travel, the Thomas Cook Group and Thorn
EMI plc and is currently a non-executive
director of Share Plc, Marshall Motor Holdings
plc and VISTA Ltd.
Shared directorships with other Directors:
None
Jeffrey Hewitt
(1)
Chairman of the Audit Committee
Appointed in September 2010 and as
Chairman of the Audit Committee in
November 2011. He was the Group
Finance Director of Electrocomponents plc
from 1996 to 2005 and Deputy Chairman
from 2000 to 2005. Prior to that, he was
the Finance Director of Unitech plc from
1991 to 1996. Between 1981 and 1991
he held directorships successively with
Carrington Viyella, Vantona Viyella and
Coats Viyella (where he was Group Strategy
Director). He started his career with Arthur
Andersen where he qualified as a chartered
accountant, following which he spent
seven years with The Boston Consulting
Group. He is also a non-executive director
of Cenkos Securities plc and chairman of
Electrocomponents Pension Trustees.
Shared directorships with other Directors:
None
Edward Knapp
(1)
Appointed to the Board in July 2016,
Edward brings a combination of general
management and operational experience
worldwide, with expertise in the digital
transformation of large scale organisations,
Risk, Strategy and Cyber Security. He is
currently a Managing Director at HSBC,
where he is a Chief Operating Officer and
Global Head of Business Management
within the Technology function. Prior to that,
he was a Chief Operating Officer and Head
of Business Management at Barclays Bank
within the Global Risk Function. Until 2012
he was at McKinsey & Company, providing
extensive board and executive-level advisory
to clients worldwide, focusing on banking
operations, strategy, value creation and risk
management and technology.
Shared directorships with other Directors:
None
Nicholas Moakes
(2)
Appointed to the Board In March 2011. He
is a Managing Partner and Chief Investment
Officer of the Investment Division at The
Wellcome Trust and a non-executive director
of the Investor Forum. He was Head of the
Asia Pacific investment team and Co-Head of
Emerging Markets at BlackRock Investment
Management until 2007. He has 25 years’
experience of global equity markets and
extensive experience of investing in private
equity. Prior to joining BlackRock in 1997 he
lived in Hong Kong for nine years, and is a
Chinese speaker. He started his career in the
Diplomatic Service, where he specialised in
Hong Kong and China. He is a non-executive
director of Jupiter Emerging & Frontier
Income Trust PLC.
Shared directorships with other Directors:
The Investor Forum with Simon Fraser
(1) Members of the Audit Committee
(2) Members of the Nomination Committee
All the Directors are members of the Management
Engagement Committee
30 | Foreign & Colonial Investment Trust PLC
Directors’ Report
Statement regarding Report and Accounts
The Directors consider that, following advice from the Audit
Committee, the Report and Accounts, taken as a whole, is fair,
balancedand understandable and provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy. The Audit Committee
had reviewed the draft Report and Accounts for the purpose of this
assessment having also put in place an arm’s length process to
provide additional comfort to the Directors in making this statement.
The market outlook for the Company can be found on page 22.
Principal Risks can be found on page 16 with further information
in note 25 to the Accounts. There are no instances where the
Company is required to make disclosures in respect of Listing Rule
9.8.4R.
Results and dividends
The results for the year are set out in the attached accounts. The
three interim dividends totalling 7.70 pence per share, together with
the final dividend of 2.70 pence per share, which will be paid on
1 May 2018 to shareholders registered on 3 April 2018 subject to
approval at the AGM (Resolution 3), will bring the total dividend for
the year to 10.40 pence per share. This represents an increase of
5.6% over the comparable 9.85 pence per share paid in respect of
the previous year.
Company status
The Company is a public limited company and an investment
company as defined by section 833 of the Companies Act
2006. The Company is registered in England and Wales with
company registration number 12901 and is subject to the UK
Listing Authority’s Listing Rules, UK and European legislation and
regulations including company law, financial reporting standards,
taxation law and its own articles of association.
Taxation
As set out in note 7 on the Accounts, the Company is exempt from
UK Corporation Tax on its worldwide dividend income and from
UK Corporation Tax on any capital gains arising from the portfolio
of investments, provided it complies at all times with Section 1158
of the Corporation Tax Act 2010. Dividends received from investee
companies domiciled outside the UK are subject to taxation in those
countries in accordance with relevant double taxation treaties.
The Company has received approval from HMRC as an investment
trust under Section 1158 and has since continued to comply with
the eligibility conditions and ongoing requirements of that section.
Accounting and going concern
The Financial Statements, starting on page 56, comply with
current UK Financial Reporting Standards, supplemented by the
Statement of Recommended Practice “Financial Statements of
Investment Trust Companies and Venture Capital Trusts” (“SORP”).
The significant accounting policies of the Company are set out in
note 2 on the accounts. The unqualified auditors’ opinion on the
Financial Statements appears on page 50. Shareholders will be
asked to approve the adoption of the Report and Accounts at the
AGM (Resolution 1).
As discussed in note 24 on the Accounts, the Directors believe that,
in light of the controls and monitoring processes that are in place,
the Company has adequate resources to continue in operational
existence for at least twelve months from the date of approval of
the financial statements. In considering this, the Directors took
into account the diversified portfolio of readily realisable securities
which can be used to meet short-term funding commitments, and
the ability of the Company to meet all of its liabilities and ongoing
expenses. Accordingly, it is reasonable for the financial statements to
continue to be prepared on a going concern basis. The Company’s
longer term viability is considered in the “Ten Year Horizon”
Statement on page 17.
Statement as to disclosure of information to the auditors
Each of the Directors confirms that, to the best of his or her
knowledge and belief, there is no information relevant to the
preparation of the Report and Accounts of which Ernst & Young LLP
(“EY” or the “auditors”) is unaware and he or she has taken all the
steps a Director might reasonably be expected to have taken to be
aware of relevant audit information and to establish that EY is aware
of that information.
The Directors submit the Report and Accounts of the Company for the year
ended 31 December 2017. The Corporate Governance Statement; the
Reports of the Management Engagement, Nomination and Audit Committees;
and the Remuneration Report all form part of this Directors’ Report.
Directors’ Report
Report and Accounts 2017 | 31
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Reappointment of auditors
EY have indicated their willingness to continue in office as auditors
to the Company and a resolution proposing their reappointment and
authorising the Audit Committee to determine their remuneration for
the ensuing year will be put to shareholders at the AGM (Resolutions
12 and 13). Further information in relation to the reappointment can
be found on page 48.
Capital structure
At the annual general meeting held on 25 April 2017, shareholders
authorised the Board to buy back up to 14.99% of the Company’s
ordinary shares either to be held in treasury or to be cancelled. A
total of 4,392,150 shares were bought back all of which were placed
in treasury. The shares bought back represented 0.8% of the shares
in issue (calculated exclusive of any shares held in treasury) at 31
December 2016. The share buybacks enhanced the NAV per share
by 0.2 pence. The purchases were made at prices ranging between
542.3 pence and 647.1 pence and the aggregate consideration
paid for the shares, including stamp duty and commissions, was
£25,661,000. As at 31 December 2017 there were 561,819,016
ordinary shares of 25 pence each (“ordinary shares”) in issue of
which 19,638,304 were held in treasury. Therefore the total number
of voting rights in the Company at that date was 542,180,712. No
shares have been bought back between the date of the year end
and 1 March 2018.
All ordinary shares rank equally for dividends and distributions and
carry one vote each. There are no restrictions concerning the transfer
of securities in the Company, no special rights with regard to control
attached to securities, no agreements between holders of securities
regarding their transfer known to the Company and no agreement
which the Company is party to that affects its control following a
takeover bid. Details of the capital structure can be found in note
17 on the accounts. The revenue profits of the Company (including
accumulated revenue reserves), together with the realised capital
profits of the Company, are available for distribution by way of
dividends to the holders of the ordinary shares. Upon a winding-up,
after meeting the liabilities of the Company, the surplus assets would
be distributed to shareholders pro rata to their holdings of ordinary
shares. Full details are set out in the Company’s articles of association.
Voting rights and proportional voting
At 1 March 2018 the Company’s 561,819,016 ordinary shares in
issue less the 19,638,304 shares held in treasury represented a
total of 542,180,712 voting rights. As at 31 December 2017 and
since that date no notifications of significant voting rights have
been received under the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules.
Approximately 45% of the Company’s share capital is held on
behalf of non-discretionary clients through the F&C savings plans.
For those planholders who do not return their voting directions, the
nominee company will vote their shares in proportion to those who
do (“proportional voting”). Implementation of this arrangement
is subject to a minimum threshold of 5% of the shares held in the
savings plans being voted. A maximum limit of 610,000 shares that
any one individual investor can vote, being approximately 5% of the
minimum threshold, also applies. Any shares voted by an investor in
excess of the maximum limit remain valid, but do not form part of the
proportional voting basis. Planholders have the right to exclude their
shares from the proportional voting arrangement.
Borrowings
The Company has a number of borrowing facilities and has in issue
fixed rate senior unsecured private placement notes. There is also a
multi-currency overdraft facility with JPMorgan Chase Bank and the
Company also has a perpetual debenture stock. Further reference is
made on page 20 and in notes 13, 15 and 16 on the accounts.
Remuneration report
At the annual general meeting held on 25 April 2017, shareholders
approved the Directors’ remuneration policy. It is intended that this
policy will continue for the three year period ending at the annual
general meeting in 2020, when shareholders will next be asked
for their approval. The policy can be found on page 43. The
Remuneration Report, which can be found on pages 43 to 44,
provides detailed information on the remuneration arrangements for
the Directors. Shareholders will be asked to approve the report at the
AGM. (Resolution 2).
Director re-elections
The names of the Directors of the Company, along with their
biographical details, are set out on pages 28 to 29 and are
incorporated into this report by reference. All the Directors held
office throughout the year under review with the exception of Mrs
Beatrice Hollond who was appointed to the Board on 1 September
2017. Mrs Hollond will stand for election by shareholders at the
AGM (Resolution 4). All the other Directors will stand for re-election
by shareholders at the meeting in accordance with the requirements
of the UK Corporate Governance Code (Resolutions 5 to 11). Sir
Roger Bone has served as a Director for more than nine years. The
Nomination Committee has considered each Director and the Board
has concurred with the Nomination Committee’s assessment that
each Director is independent, continues to make a valuable and
effective contribution and remains committed in the role.
Directors’ interests and indemnification
There were no contracts of significance to which the Company was
a party and in which a Director is, or was, materially interested during
the year. There are no agreements between the Company and its
Directors concerning compensation for loss of office.
The Company has granted a deed of indemnity to the Directors
in respect of liabilities that may attach to them in their capacity as
32 | Foreign & Colonial Investment Trust PLC
Decreased in
the year under review
will be able to meet the Directors informally over refreshments
afterwards.
Authority to allot shares and sell shares from treasury
(Resolutions 14 and 15)
By law, directors are not permitted to allot new shares (or to grant
rights over shares) unless authorised to do so by shareholders.
In addition, directors require specific authority from shareholders
before allotting new shares (or granting rights over shares) for cash
or selling shares out of treasury, without first offering them to existing
shareholders in proportion to their holdings.
Resolution 14 gives the Directors the necessary authority to allot
securities up to an aggregate nominal amount of £6.7m, (27.1m
ordinary shares), being equivalent to approximately 5% of the
Company’s current issued share capital (calculated exclusive of any
shares held by the Company in treasury) as at 1 March 2018, being
the latest practicable date before the publication of the notice of
the AGM. The authority and power expires at the conclusion of the
annual general meeting in 2019 or on 30 June 2019, whichever is
the earlier.
Resolution 15 empowers the Directors to allot such securities for
cash, other than to existing shareholders on a pro rata basis and
also to sell treasury shares without first offering them to existing
shareholders in proportion to their holdings up to an aggregate
nominal amount also of £6.7m (representing approximately 5% of
the issued ordinary share capital of the Company at 1 March 2018,
calculated exclusive of any shares held in treasury).
These authorities and powers provide the Directors with a degree of
flexibility to increase the assets of the Company by the issue of new
shares or the sale of treasury shares, in accordance with the policies
set out on page 12 or should any other favourable opportunities
arise to the advantage of shareholders.
The Directors anticipate that they will mainly use them to satisfy
demand from participants in the F&C Savings Plans when they
believe it is advantageous to such participants and the Company’s
shareholders to do so. Under no circumstances would the Directors
use them to issue shares or sell treasury shares at a price which
would result in a dilution of NAV per ordinary share.
Authority for the Company to purchase its own shares
(Resolution 16)
At the annual general meeting held in 2017 the Company was
authorised to purchase approximately 14.99% of its own shares
for cancellation or to be held in treasury. The number of shares
remaining under that authority as at 31 December 2017 was
79,332,118 shares or 14.63% of the issued share capital exclusive
of the number of shares held in treasury. Resolution 16 will authorise
the renewal of such authority enabling the Company to purchase
Directors of the Company. This covers any liabilities that may arise
to a third party for negligence, default or breach of trust or duty. This
deed of indemnity is a qualifying third-party provision (as defined
by section 234 of the Companies Act 2006) and has been in force
throughout the period under review and remains in place as at the
date of this report. It is available for inspection at the Company’s
registered office during normal business hours and at the AGM. The
Company also maintains directors’ and officers’ liability insurance.
Safe custody of assets
The Company’s listed investments are held in safe custody by
JPMorgan Chase Bank (the “Custodian”). Operational matters
with the Custodian are carried out on the Company’s behalf by the
Manager via F&C in accordance with the provisions of the investment
management agreement. The Custodian is paid a variable fee
dependent on the number of trades transacted and location of the
securities held.
Depositary
JPMorgan Europe Limited (the “Depositary”) acts as the Company’s
Depositary in accordance with the Alternative Investment Fund
Managers Directive (“AIFMD”). The Depositary’s responsibilities,
which are set out in an Investor Disclosure Document on the
Company’s website, include: cash monitoring; ensuring the proper
segregation and safe keeping of the Company’s financial instruments
that are held by the Custodian; and monitoring the Company’s
compliance with investment and leverage limits requirements. The
Depositary receives for its services a fee of one basis point per
annum on the first £1 billion of the Company’s net assets and 0.25
basis points per annum on net assets in excess of that amount,
payable monthly in arrears.
Although the Depositary has delegated the safekeeping of all assets
held within the Company’s investment portfolio to the Custodian, in
the event of loss of those assets that constitute financial instruments
under the AIFMD, the Depositary will be obliged to return to
the Company financial instruments of an identical type, or the
corresponding amount of money, unless it can demonstrate that the
loss has arisen as a result of an external event beyond its reasonable
control, the consequences of which would have been unavoidable
despite all reasonable efforts to the contrary.
Management fees
Information on the management fees payable by the Company is set
out in the Report of the Management Engagement Committee.
AGM
The AGM will be held at The Brewery, 52 Chiswell Street, London,
EC1Y 4SD on Monday, 23 April 2018 at 12 noon. The Notice of
Meeting appears on pages 84 to 87 and includes a map of the
venue. The Fund Manager will give a presentation and there will be
an opportunity to ask questions during the meeting. Shareholders
Report and Accounts 2017 | 33
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
in the market up to a maximum of 81,270,000 ordinary shares
(equivalent to approximately 14.99% of the issued share capital
exclusive of treasury shares) and the minimum and maximum prices
at which they may be bought exclusive of expenses, reflecting
requirements of the Companies Act 2006 and the Listing Rules.
The Directors will continue to use this authority in accordance
with the policy set out on page 12. Under the Companies Act
2006, the Company is allowed to hold its own shares in treasury
following a buyback, instead of having to cancel them. This gives the
Company the ability to reissue treasury shares quickly and cost-
effectively (including pursuant to the authority under Resolution 15,
see above) and provides the Company with additional flexibility in the
management of its capital base. Such shares may be resold for cash
but all rights attaching to them, including voting rights and any right
to receive dividends are suspended whilst they are in the treasury.
If the Board exercises the authority conferred by Resolution 16,
the Company will have the option of either holding in treasury or of
cancelling any of its shares purchased pursuant to this authority and
will decide at the time of purchase which option to pursue. Purchases
of ordinary shares under the authority will be financed out of realised
revenue and/or capital reserves and funded from the Company’s own
cash resources or, if appropriate, from short-term borrowings. The
authority to purchase ordinary shares will continue until the annual
general meeting in 2019 or on 30 June 2019, whichever is the earlier.
The Board intends to seek a renewal of such authority at subsequent
annual general meetings.
Change of Company name (Resolution 17)
The Directors intend to promote the Company increasingly using
the abbreviated name, F&C Investment Trust, a name that has long
been synonymous with the name Foreign & Colonial Investment
Trust. Resolution 17 will also seek to adopt articles of association in
substitution for the existing articles of association. New article 107
will enable the Directors to change the Company’s corporate name
to “F&C Investment Trust PLC” in the year ahead. A copy of the
proposed new articles of association will be available for inspection
at the Company’s registered office during usual business hours on
any weekday (Saturdays, Sundays and Bank holidays excluded) until
the date of the AGM and also on the date and at the place of the
AGM from 15 minutes before the commencement of the AGM until
it’s conclusion.
Form of proxy for AGM voting
If you are a registered shareholder you will find enclosed a form of
proxy for use at the AGM. You will also have the option of lodging
your proxy vote using the Internet. For shares held through CREST,
proxy appointments may be submitted via the CREST proxy voting
system. Please either complete, sign and return the form of proxy in
the envelope provided as soon as possible in accordance with the
instructions or, alternatively, lodge your proxy vote via the Internet
or the CREST proxy voting system, whether or not you intend to be
present at the AGM. This will not preclude you from attending and
voting in person if you so wish.
All proxy appointments should in any event be returned or lodged so
as to be received not later than 48 hours before the time appointed
for holding the AGM.
Form of direction and proportional voting
If you are an investor in any of the F&C Savings Plans, you will have
received a form of direction for use at the AGM and you will also
have the option of lodging your voting directions using the Internet.
F&C operates a proportional voting arrangement, which is explained
on page 31.
All voting directions should be made as soon as possible in
accordance with the instructions on the form of direction and, in any
event, not later than 12 noon on 16 April 2018, so that the nominee
company can submit a form of proxy before the 48 hour period
begins.
Voting recommendation
Your Board considers that the resolutions to be proposed at the
AGM are in the best interests of shareholders as a whole. The
Board therefore recommends that shareholders vote in favour of
each resolution, as the Directors intend to do in respect of their own
beneficial holdings.
By order of the Board
for and on behalf of
F&C Investment Business Limited
Secretary
6 March 2018
34 | Foreign & Colonial Investment Trust PLC
‘ We are confident that your Company
will remain an appropriate choice for
any long-term investor for many years
to come.’
Report and Accounts 2017 | 35
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Corporate Governance Statement
Introduction
The Board has considered and supports the principles and
recommendations of the UK Corporate Governance Code (the
“UK Code”) published in 2016 and the AIC Code of Corporate
Governance (the “AIC Code”). The Board believes that the Company
has complied with the provisions of the UK Code except as detailed
below and is also adhering to the principles and recommendations of
the AIC Code during the period under review and up to the date of
this report except as set out below. The UK Code includes provisions
relating to:
• the role of the Chief Executive;
• executive directors’ remuneration; and
• the need for an internal audit function.
For the reasons set out in the AIC Corporate Governance Guide for
Investment Companies the Board considers these three provisions
as not being relevant to the position of the Company, being an
externally managed investment company. In particular, all of the
Company’s day to day management and administrative functions
have been delegated to the Manager. As a result, the Company has
no executive directors, employees or internal operations. Therefore,
with the exception of the need for an internal audit function, which is
addressed on page 46, the Company has not reported further in
respects of these provisions.
Copies of the codes can be found on their respective websites:
www.frc.org.uk and www.theaic.co.uk.
AIFMD
The Company is defined as an Alternative Investment Fund (“AIF”)
under the AIFMD issued by the European Parliament, and which
has been implemented into UK law. This requires that all AIFs must
appoint a Depositary and an Alternative Investment Fund Manager
(“AIFM”). The Board remains fully responsible for all aspects of the
Company’s strategy, operations and compliance with regulations.
The Manager is the Company’s AIFM.
Articles of association
The Company’s articles of association may only be amended by
special resolution at a general meeting of shareholders.
The Board
The Board’s responsibilities are outlined on page 49. More
specifically, the Board is responsible for the effective stewardship of
the Company’s affairs and reviews the schedule of matters reserved
for its decision. These are categorised under strategy, policy, finance,
risk, investment restrictions, performance, marketing, appointments,
the Board and public documents. It has responsibility for all corporate
strategic issues, policies (set out on pages 12 and 13) and
corporate governance matters which are all reviewed regularly.
In order to enable them to discharge their responsibilities, all
Directors have full and timely access to relevant information. At each
meeting the Board reviews the Company’s investment performance
and considers financial analyses and other reports of an operational
nature. The Board monitors compliance with the Company’s
objectives and is responsible for setting investment and gearing
limits within which the Fund Manager has discretion to act, and
thus supervises the management of the investment portfolio which
is contractually delegated to the Manager. The Board has the right
of veto over the appointment of sub-managers recommended by
the Fund Manager. The Board has responsibility for the approval of
all investments in in-house funds managed or advised by F&C and
any unlisted investments with the exception of new private equity
investments, responsibility for which has been delegated to F&C.
The following table sets out the Directors’ meeting attendance in
2017. The Board held a separate meeting in September 2017 to
consider strategic issues and also met regularly in private session
during the year, without any representation from the Manager.
Directors’ attendance in 2017
Board
Audit
Committee
Nomination
Committee
Management
Engagement
Committee
No. of meetings8411
Simon Fraser
(1)
8411
Sarah Arkle84n/a1
Sir Roger Bone8411
Stephen Burley
(2)
31n/a1
Francesca Ecsery
(3)
8n/an/a1
Jeffrey Hewitt84n/a1
Beatrice Hollond
(4)
31n/an/a
Edward Knapp84n/a1
Nicholas Moakes8n/a11
(1) Attends but is not a member of the Audit Committee
(2) Retired as a Director on 25 April 2017
(3) Joined the Nomination Committee on 24 January 2017
(4) Joined the Board on 1 September 2017 and the Audit Committee on
30 October 2017
Each Director has signed a terms of appointment letter with the
Company, in each case including one month’s notice of termination
by either party. These are available for inspection at the Company’s
Corporate Governance Statement
36 | Foreign & Colonial Investment Trust PLC
registered office during normal business hours and are also available
at annual general meetings.
Directors are able to seek independent professional advice at the
Company’s expense in relation to their duties. No such advice was
taken during the year under review. The Board has direct access
to company secretarial advice and services of the Manager which,
through the Company Secretary, is responsible for ensuring that
Board and Committee procedures are followed and applicable
regulations are complied with. The proceedings at all Board and
other meetings are fully recorded through a process that allows
any Director’s concerns to be recorded in the minutes. The Board
has the power to appoint or remove the Company Secretary
in accordance with the terms of the investment management
agreement. The powers of the Board relating to the buying back or
issuance of the Company’s shares are explained on pages 12,
32 and 33.
Appointments
Under the articles of association of the Company, the number of
Directors on the Board may be no more than fifteen. Directors may
be appointed by the Company by ordinary resolution or by the
Board. All new appointments by the Board are subject to election
by shareholders at the next annual general meeting and institutional
shareholders are given the opportunity to meet any newly appointed
Director if they wish. An induction process is in place for new
appointees and all Directors are encouraged to attend relevant
training courses and seminars. All the other Directors stand for re-
election by shareholders annually.
Board effectiveness
The 2017 annual appraisal of the Board, the committees and the
individual Directors has been carried out by the Chairman. This built
on the objectives identified from the previous year’s appraisal for
which the Chairman was supported by independent consultants, the
Board Advisory Partnership LLP. The process included confidential
unattributable one-to-one interviews between the Chairman and
each Director. The appraisal of the Chairman was covered as
part of the process and led separately by the Senior Independent
Director. The Chairman’s report on progress against the objectives
was submitted to the Board in February 2018 and new objectives
set. These include the delivery of the promotional campaign as part
of the celebrations for the Company’s 150th anniversary year; the
maintenance of the high profile achieved as part of that campaign
into the future; and stepping up the succession plans for the
changes that will be needed for the Board over the next two to three
years. The appraisal determined that the Board was effective as was
the Chairman’s leadership of the Board.
Removal of Directors
The Company may by special resolution remove any Director before
the expiration of their term of office and may by ordinary resolution
appoint another person who is willing to act to be a Director in their
place. The provisions under which a Director would automatically
cease to be a Director are set out in the articles of association.
Independence of Directors
The Board, which is composed solely of independent non-executive
Directors, regularly reviews the independence of the individual
Directors. All the Directors have been assessed by the Board as
remaining independent of F&C and of the Company itself; none has a
past or current connection with F&C and each remains independent
in character and judgement with no relationships or circumstances
relating to the Company that are likely to affect that judgement. That
includes Sir Roger Bone who has served for over nine years. Those
Directors serving more than six years are subject to more rigorous
review before being proposed for re-election.
Conflicts of interest
A company director has a statutory obligation to avoid a situation
in which he or she has, or potentially could have, a direct or
indirect interest that conflicts with the interests of the company (a
“situational conflict”). The Board therefore has procedures in place
for the authorisation and review of situational conflicts relating to the
Directors. Limits can be imposed as appropriate.
Other than the formal authorisation of the Directors’ other
directorships as situational conflicts, no authorisations have been
sought. These authorisations were reviewed in January 2018,
and each Director abstained from voting in respect of their own
directorships. Aside from situational conflicts, the Directors must
also comply with the statutory rules requiring company directors
to declare any interest in an actual or proposed transaction or
arrangement with the Company.
Committees
The Board has established an Audit Committee, Management
Engagement Committee and Nomination Committee. The role and
responsibilities of these committees are set out in their respective
reports. As the Board has no executive Directors and no employees,
and is composed solely of non-executives, it does not have a
Remuneration Committee. Detailed information on the remuneration
arrangements for the Directors of the Company can be found in the
Remuneration Report on pages 43 to 44 and in note 5 on the
Accounts.
Relations with shareholders
Shareholder communication is given a high priority. In addition to the
annual and half-yearly reports that are available to shareholders, monthly
fact sheets and general information are available on the Company’s
website at foreignandcolonial.com. A regular dialogue is maintained
with the Company’s institutional shareholders and with private client
asset managers. Shareholders wishing to communicate with the
Chairman, the Senior Independent Director or any other member of the
Board may do so by writing to the Company, for the attention of the
Company Secretary, at the address set out on page 37.
All shareholders have the opportunity to meet and question the
Board at the AGM.
By order of the Board
for and on behalf of
F&C Investment Business Limited
Secretary
6 March 2018
Report and Accounts 2017 | 37
GOVERNANCE REPORT
Management and Advisers
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
The Management Company
Foreign & Colonial Investment Trust PLC
(“Foreign & Colonial” or the “Company”)
is managed by F&C Investment Business
Limited (“FCIB” or the “Manager”), a wholly-
owned subsidiary of F&C Asset Management
plc (“F&C”) which is ultimately owned by
Bank of Montreal (“BMO”). FCIB is appointed
under an investment management agreement
with Foreign & Colonial, setting out its
responsibilities for investment management,
administration and marketing. As Manager, it
is authorised and regulated in the UK by the
Financial Conduct Authority.
The Manager also acts as the Alternative
Investment Fund Manager under the AIFMD.
Paul Niven Appointed Fund Manager (the
“Fund Manager”) of Foreign & Colonial in
July 2014. Head of Multi-Asset Investment
and chair of F&C’s asset allocation
committee. He has extensive experience in
managing large diversified investment funds.
He joined F&C in 1996.
Hugh Potter Represents the Manager as
Company Secretary and is responsible for
Foreign & Colonial’s statutory compliance.
He joined F&C in 1982.
Marrack Tonkin Head of Investment Trusts
with responsibility for F&C’s relationship with
Foreign & Colonial. He joined F&C in 1989.
.
Sub-managers to F&C (North America
large and medium cap portfolio)
Barrow, Hanley, Mewhinney & Strauss, LLC
– appointed July 2005
T. Rowe Price International Ltd – appointed
February 2006
Private Equity Managers
HarbourVest Partners LLC – appointed 2003
Pantheon Ventures Limited – appointed 2003
Secretary and Company’s Registered
Office
F&C Investment Business Limited,
Exchange House, Primrose Street, London
EC2A 2NY
Telephone: 020 7628 8000
Facsimile: 020 7628 8188
Website: fandc.com
Email: info@fandc.com
Independent Auditors
Ernst & Young LLP,
25 Churchill Place, London E14 5EY
Custodian
JPMorgan Chase Bank,
25 Bank Street, Canary Wharf,
London E14 5JP
Depositary
JPMorgan Europe Limited,
25 Bank Street, Canary Wharf, London
E14 5JP
Share Registrars
Computershare Investor Services PLC,
The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ
Telephone: 0800 923 1506
Facsimile: 0870 703 6143
Authorised and regulated in the UK by the
Financial Conduct Authority.
New Zealand Share Registrars
Computershare Investor Services Limited,
Private Bag 92119, Auckland 1142.
Level 2, 159 Hurstmere Road, Takapuna,
Auckland 0622, New Zealand
Telephone: +64 9 488 8700
Facsimile: +64 9 488 8787
Solicitors
Norton Rose Fulbright LLP, 3 More London
Riverside, London SE1 2AQ
Stockbrokers
JPMorgan Cazenove, 25 Bank Street,
Canary Wharf, London E14 5JP
Management and Advisers
38 | Foreign & Colonial Investment Trust PLC
Report of the Management
Engagement Committee
Role of the Committee
The primary role of the Management Engagement Committee is
to review the investment management agreement and monitor
the performance of the Manager for the investment, secretarial,
financial, administration, marketing and support services that it
provides under that agreement. It also reviews the terms of the
agreement including the level and structure of fees payable, the
length of notice period and best practice provisions generally. All
of the Committee’s responsibilities have been carried out over the
course of 2017 and 2018 to date.
Composition of the Committee
All the Directors are members of the Committee. Its terms of reference
can be found on the website at foreignandcolonial.com.
Manager evaluation process
The Committee met once during the year and again in January
2018 for the purpose of the formal evaluation of the Manager’s
performance (including the contribution from F&C more widely).
Its performance is considered by the Board at every meeting,
with a formal evaluation by the Committee each year. For the
purposes of its ongoing monitoring, the Board receives detailed
reports and views from the Fund Manager on investment
policy, asset allocation, gearing and risk, together with quarterly
presentations on the F&C managed portfolio strategies. Quarterly
updates are received from the US sub-managers. The Board also
receives comprehensive performance measurement schedules,
provided by Thomson Reuters Eikon and F&C. These enable it
to assess: the success or failure of the management of the total
portfolio against the performance objectives set by the Board;
the sources of positive and negative contribution to the portfolio
in terms of gearing, asset allocation and stock selection; and the
performance of each investment portfolio against its local index,
where applicable, and the risk/return characteristics. Portfolio
performance information, which is relevant in monitoring F&C,
the sub-managers and the Private Equity managers, is set out on
pages 18 to 22.
Manager reappointment
The annual evaluation that took place in January 2018 included
presentations from the Fund Manager and F&C’s Head of
Investment Trusts. This focused primarily on the objectives set
by the Board and F&C’s contribution towards achieving those
objectives particularly in regard to investment strategy and
marketing. As part of the evaluation, the CEO and CIO of BMO
Global Asset Management and the Head of Distribution, BMO
Global Asset Management presented to the Board on the strength
of these businesses and the resources and opportunities for F&C
as part of BMO and their continued support for its investment trust
business. With regard to performance, the Shareholder return
outperformed the benchmark over one, three, five and ten years.
The Committee met in closed session following the presentations
and concluded that in their opinion the continuing appointment
of FCIB as Manager on the terms agreed was in the interests of
shareholders as a whole. The Board ratified this recommendation.
The Manager’s fee
An important responsibility of the Committee is that relating to
the management fee. The Manager receives an annual fee, which
for the year under review was equal to 0.365% of the market
capitalisation of the Company. The fee is calculated and paid
monthly and is subject to a deduction for amounts earned from
investments in other investment vehicles managed by F&C. The
amount paid was £11.8m, an increase of 24% from £9.5m last
year reflecting the increase of the Company’s average market
capitalisation during the year. Note 4 on the Accounts provides
detailed information in relation to the management fee.
Whilst the funds held in the Global Multi-Manager portfolio levy
management fees, no fees are paid to the Manager for the
selection of the funds. No additional fees (beyond the annual
fees detailed above) are paid to the Manager for any future
commitments made to Private Equity. The Manager and certain
individuals employed by the Manager are, however, entitled to
participate in a performance fee arrangement in the form of carried
interest over secondary or co-investments made within the Private
Equity programme.
Review of the Manager’s fee
The fee paid to the Manager is reviewed by the Committee every
three years and is next due for review in December 2018. At
the last review in December 2015, presentations were given by
both F&C and an independent consultant, which had provided
an in-depth analysis of fees prevailing in the market place and
trends both within the investment trust industry and more widely.
The review also considered the effect of the ad valorem structure
and hence the impact of exchange rate movements and share
buybacks. The findings of the independent consultant were that
the existing structure and fee level were both sensible and aligned
in the key areas. Although market capitalisation as the basis for
the fee calculation was uncommon, this was now appearing more
and more in new issues and the basis had worked well for Foreign
& Colonial in terms of its simplicity; clarity; discount tightening;
and alignment. This was consistent with F&C’s own assessment.
Report and Accounts 2017 | 39
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
In summary, the Company was meeting the key criteria for an
appropriate management fee structure, which were regarded as:
• Competitive
• Simple
• Sufficiently incentivised
The Committee also took into consideration that the Company had
broadened its investment capabilities by allocating additional assets
to F&C’s Multi-Manager team at no additional direct management
cost as well as services from other areas within the business. There
also remained scope to reduce management costs from externally
managed assets by utilising existing resource within F&C under new
arrangements for the management of private equity investments.
The Committee had concluded that on the basis of the review there
was no immediate need for the Company to change the rate of the
fee payable to the Manager but to continue to monitor developments
and made a recommendation to the Board to that effect. The Board
subsequently endorsed the Committee’s recommendation.
Third Party Managers’ fees
F&C incurs investment management fees from the sub-managers
appointed to manage the North America portfolio. The Company
reimburses F&C for these fees, which in 2017 amounted to £3.3m
(2016: £2.7m) (see note 4 on the accounts).
The fees paid to Private Equity managers in respect of the Private
Equity funds of funds amounted to £4.5m for 2017 (2016: £4.6m)
all of which was incurred indirectly through the funds. Some of the
funds have arrangements whereby these Private Equity managers
share in the profits once certain “hurdle” rates of return to investors
have been achieved. These arrangements are varied and complex,
but are on normal commercial terms within the private equity
funds of funds industry. Fees payable by the underlying funds are
negotiated by each manager. The arrangements also vary from fund
to fund, but management fees of 2% per annum and a 20% carried
interest, once an agreed hurdle rate of return for investors has been
achieved, would be normal.
Use of the “F&C” name
The Company owns the name “Foreign & Colonial” and F&C owns
the name “F&C”. For many years the Company has had rights to
use the “F&C” name in accordance with provisions set out in the
management agreement. Over the years the Company has not
exercised those rights to any meaningful degree but henceforth will
increasingly use the “F&C” name for marketing purposes. In time,
and subject to shareholder approval at the AGM, the Board will also
change the corporate name to “F&C Investment Trust PLC”. The
Board has therefore reviewed the terms under which it can use the
“F&C” name and on 1 March 2018 entered into a separate trade
mark licence agreement with F&C which supersedes the provisions
within the management agreement over future use. The licence
agreement is royalty free subject to there being no material change
to the Company’s management arrangements with F&C within the
next 15 years.
Committee evaluation
The activities of the Committee were considered as part of the
Board appraisal process completed in accordance with standard
governance arrangements as summarised on page 36. The
conclusion from the process was that the Committee was operating
effectively, with the right balance of membership and skills.
Simon Fraser
Management Engagement Committee Chairman
6 March 2018
40 | Foreign & Colonial Investment Trust PLC
Statement of Directors’ Responsibilities
London’s Smithfield Market opened
in November of 1868.
Report and Accounts 2017 | 41
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Statement of Directors’ Responsibilities
Foreign & Colonial was launched in
March 1868 and has paid a dividend
every year since.
42 | Foreign & Colonial Investment Trust PLC
Report of the Nomination Committee
Role of the Committee
The primary role of the Nomination Committee is to review and
make recommendations with regard to Board structure, size and
composition, the balance of knowledge, experience, skill ranges
and diversity and consider succession planning and tenure policy.
All of the Committee’s responsibilities have been carried out over
the course of 2017 and 2018 to date. The Committee met on one
occasion during the year and specifically considered, monitored and
reviewed the following matters:
• The structure and size of the Board and its composition
particularly in terms of succession planning and the experience
and skills of the individual Directors and diversity across the
Board as a whole;
• tenure policy;
• the criteria for future Board appointments and the methods of
recruitment, selection and appointment;
• the appointment of new Directors and the reappointment
of those Directors standing for re-election at annual general
meetings;
• the need for any changes in committee membership;
• the attendance and time commitment of the Directors in fulfilling
their duties, including the extent of their other directorships;
• the question of each Director’s independence prior to publication
of the Report and Accounts; and
• the authorisation of each Director’s situational conflicts of
interests in accordance with the provisions of the Companies Act
2006 and the policy and procedures established by the Board in
relation to these provisions.
Composition of the Committee
Committee membership is listed on pages 28 and 29
and its terms of reference can be found on the website at
foreignandcolonial.com.
Succession planning
One new non-executive Director appointment was made to the
Board in 2017, Mrs Beatrice Hollond. She replaced Mr Stephen
Burley, who retired immediately following the 2017 annual general
meeting. This appointment was made using an independent
search platform, Nurole Ltd. Following candidate interviews with
the Committee members, the other Board members were invited
to meet Mrs Hollond who was then formally invited to join the
Board. The appointment was made on 1 September 2017. The
final decision with regard to new appointments always rests with
the Board. The services provided by the platform were for the sole
purpose of recruiting the new Director; no other business relationship
exists with that agency.
As part of the Board’s annual objectives, succession planning will be
stepped up in 2018 in order to put in place the processes that will be
needed for the Board to make the necessary changes over the next
two to three years.
Diversity and tenure
In carrying out its responsibilities, the Committee applies the
policies of the Board with regard to its belief in the benefits of
having a diverse range of experience, skills and backgrounds. The
appointment of Beatrice Hollond was made in accordance with
these policies. The Board’s diversity policy is set out on page 13.
The Board is also of the view that length of service will not
necessarily compromise the independence or contribution of
directors of an investment trust company, where continuity and
experience can add significantly to the strength of the board. In
normal circumstances the Directors are expected to serve for a
nine-year term, but this may be adjusted for reasons of flexibility
and continuity.
Committee evaluation
The activities of the Committee were considered as part of the
Board appraisal process completed in accordance with standard
governance arrangements as summarised on page 36. The
conclusion from the process was that the Committee was operating
effectively, with the right balance of membership, experience and
skills.
Simon Fraser
Nomination Committee Chairman
6 March 2018
Report of the Nomination Committee
Report and Accounts 2017 | 43
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Remuneration Report
Directors’ Remuneration Policy
The Board’s policy is to set Directors’ remuneration at a level
commensurate with the skills and experience necessary for the effective
stewardship of the Company and the expected contribution of the
Board as a whole in continuing to achieve the Company objective. Time
committed to the Company’s business and the specific responsibilities of
the Chairman, Senior Independent Director, Directors and the chairmen
and members of the various committees of the Board and their retention
are taken into account. The policy aims to be fair and reasonable in
relation to comparable investment trusts and other similar sized financial
companies. This includes provision for the Company’s reimbursement of
all reasonable travel and associated expenses incurred by the Directors
in attending Board and committee meetings, including those treated as
a benefit in kind subject to tax and national insurance. The policy was
approved by shareholders in April 2017 with 93.3% voting in favour. The
Board has not received any views from shareholders in respect of the
levels of Directors’ remuneration. It is intended that the policy will continue
for the three year period ending at the annual general meeting in 2020.
The Company’s articles of association limit the aggregate fees payable
to the Board to a total of £500,000 per annum. Within that limit, it is
the responsibility of the Board as a whole to determine and approve
the Directors’ fees, following a recommendation from the Chairman
and, in his case, from the Senior Independent Director. The fees are
fixed and are payable in cash, quarterly in arrears. Directors are not
eligible for bonuses, pension benefits, share options, long-term incentive
schemes or other benefits. The Board considers the level of Directors’
fees annually. Towards the end of the year the Chairman carried out
a review of fee rates in accordance with the policy. The Board agreed
with his recommendation that commencing 1 January 2018, the basic
fee should be £36,000 representing an increase of 2.9% since the
last increase on 1 January 2017. The Board also agreed to the Senior
Independent Director’s recommendation that an increase be made to
the Chairman’s fee commensurate with the increase in the basic fee;
an increase to £72,000. The Board also agreed to the Chairman’s
recommendation that an additional £1,000 be paid to the Chairman of
the Audit Committee bringing the fee for that role to £12,000.
The Board is composed solely of non-executive Directors, none of
whom has a service contract with the Company, and therefore no
remuneration committee has been appointed. Each new Director
is provided with a letter of appointment. There is no provision for
compensation for loss of office. The letters of appointment are
available for inspection at the Company’s registered office during
business hours and will be available for 15 minutes before and
throughout the forthcoming AGM, at which all Directors will stand
for re-election or election in the case of Beatrice Hollond. The fees
for specific responsibilities are set out in the table below. No fees are
payable for membership of the Management Engagement Committee.
Annual fees for Board Responsibilities
2018
£’000s
2017
£’000s
Board
Chairman72.070.0
Senior Independent Director42.341.3
Director36.035.0
Audit Committee
Chairman12.011.0
Members5.05.0
Nomination Committee
Chairman3.03.0
Members3.03.0
Directors’ shareholdings
The interests of the Directors in the Company’s ordinary shares at the
beginning and end of the financial year are shown below:
Directors’ share interests (audited)
At 31 December
20172016
Simon Fraser37,00436,897
Sarah Arkle10,00010,000
Sir Roger Bone61,37158,349
Francesca Ecsery8,4238,314
Jeffrey Hewitt22,34620,980
Beatrice Hollondniln/a
Edward Knapp7,5757,338
Nicholas Moakes77,40776,115
The Company’s register of Directors’ interests contains full details of Directors’
shareholdings.
Since the year end, the following Directors have acquired further
ordinary shares: Simon Fraser 28, Edward Knapp 45, Sir Roger Bone
556, Jeffrey Hewitt 244, Francesca Ecsery 33 and Nicholas Moakes
324. There have been no changes in any of the other Directors’
shareholdings detailed above. No Director held any interests in the
issued stock or shares of the Company other than as stated above.
There is no requirement for the Directors to hold shares in the Company.
Remuneration Report
44 | Foreign & Colonial Investment Trust PLC
Actual expenditure
2017
£’000s
2016
£’000s
%
Change
Aggregate Directors’ Remuneration349.3339.92.8
Aggregate Dividends paid to Shareholders
(1)
55,26053,6283.0
Aggregate cost of ordinary shares repurchased25,66157,613(55.5)
(1) As buybacks reduce the number of shares in issue that are entitled to a dividend
payment, the increase in the aggregate amount paid is lower in percentage terms than
the 5.6% increase in the total dividend per share paid to shareholders for the year.
Company performance
The Board is responsible for the Company’s investment strategy and
performance, whilst the management of the investment portfolio is
delegated to the Manager. An explanation of the performance of
the Company for the year ended 31 December 2017 is given in the
Chairman’s Statement and Fund Manager’s Review.
A comparison of the Company’s performance over the required nine
year period is set out on the graph below. This shows the total return
(assuming all dividends are reinvested) to ordinary shareholders
against the Company’s Benchmark.
Annual statement
On behalf of the Board and in accordance with Part 2 of Schedule 8
of the Large and Medium-sized Companies and Groups (Accounts
and Reports)(Amendment) regulations 2013, it is confirmed that the
above Remuneration Report summarises, as applicable, for the year
to 31 December 2017:
• The major decisions on Directors’ remuneration;
• Any substantial changes relating to Directors’ remuneration
made during the year; and
• The context in which the changes occurred and decisions have
been taken.
On behalf of the Board
Simon Fraser
Chairman
6 March 2018
As at 1 March 2018 the Fund Manager held 134,960 ordinary shares
in the Company.
Implementation Report
An ordinary resolution for the approval of the Directors’ Annual Report
on Remuneration will be put to shareholders at the forthcoming AGM.
At the Company’s last annual general meeting, shareholders approved
the Remuneration Report in respect of the year ended 31 December
2016. 94.1% of votes were cast in favour of the resolution.
Directors’ emoluments for the year
The Directors who served during the year received the following
amounts for services as non-executive Directors and can expect
to receive the fees indicated for 2018 as well as reimbursement for
expenses necessarily incurred.
Fees for services to the Company (audited)
Fees
£’000s
(audited)
Taxable
Benefits
(1)
£’000s
(audited)
Total
£’000s
(audited)
Anticipated
Fees
(2)
£’000s
Director2017201620172016201720162018
Simon Fraser
(3)
73.071.00.20.473.271.475.0
Sarah Arkle40.039.00.30.740.339.741.0
Sir Roger Bone
(4)
49.344.60.20.749.545.350.3
Francesca Ecsery
(5)
37.734.00.20.737.934.739.0
Jeffrey Hewitt46.044.01.31.847.345.848.0
Beatrice Hollond
(6)
12.6n/a0.0n/a12.6n/a41.0
Edward Knapp
(7)
40.015.80.10.440.116.241.0
Nicholas Moakes38.037.00.10.738.137.739.0
Stephen Burley
(8)
12.739.00.00.712.739.70.0
Christopher Keljik
(9)
n/a15.5n/a0.0n/a15.50.0
Total349.3339.92.46.1351.7346.0374.3
(1) Comprises amounts reimbursed for expenses incurred in carrying out business for
the Company, which have been grossed up to include PAYE and NI contributions.
Due to timing differences in the payment process, the 2017 benefits in kind figure
for Jeffrey Hewitt includes £482 of expenses and related tax incurred in 2016.
(2) Fees expected to be payable to the Directors during the course of the year
ending 31 December 2018. Taxable benefits are also anticipated but are not
currently quantifiable
(3) Highest paid Director
(4) Appointed Senior Independent Director on 26 April 2016
(5) Appointed to the Nomination Committee on 24 January 2017
(6) Appointed to the Board on 1 September 2017 and to the Audit Committee
on 30 October 2017
(7) Appointed 25 July 2016
(8) Retired 25 April 2017
(9) Retired 26 April 2016
The information in the table above for the years 2016 and 2017 has
been audited. The amounts paid by the Company to the Directors
were for services as non-executive Directors.
The table in the next column is shown to enable shareholders
to assess the relative importance of spend on remuneration. It
compares the remuneration, excluding taxable benefits, against the
shareholder distributions of dividends and share buybacks.
FTSE All-World Total Return
100
150
200
250
300
350
Foreign & Colonial Share Price Total Return
2008201220172009201020132014201520162011
Shareholder total return vs Benchmark total return
over nine years
Report and Accounts 2017 | 45
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Report of the Audit Committee
I am pleased to present to you the Report of the Audit Committee for the year
ended 31 December 2017. The Report and Accounts have been reviewed
particularly in respect of the new requirements relating to the Strategic Report.
The Committee has also reviewed the Manager’s preparations for new regulations
including MiFID II and related disclosures. Our focus on cyber-security measures
has been maintained.
Role of the Committee
The primary responsibilities of the Audit Committee are to ensure the
integrity of the financial reporting and statements of the Company,
and to oversee: the preparation and audit of the annual accounts;
preparation of the half yearly accounts and the internal control and risk
management processes. The Committee met four times during the
year with F&C’s Head of Investment Trusts, Head of Trust Accounting,
Head of Business Risk and the Fund Manager in attendance. EY
have attended all meetings and have met in private session with
the Committee. The Board Chairman was invited to, and regularly
attended, Committee meetings.
Specifically, the Committee considered, monitored and reviewed the
following matters:
• The audited annual results statement and annual report and
accounts and the unaudited half-yearly report and accounts,
including advice to the Board as to whether the annual
report and accounts taken as a whole are fair, balanced and
understandable;
• The accounting policies of the Company;
• The Principal Risks faced by the Company and the effectiveness
of the Company’s internal control and risk management
environment, including consideration of the assumptions
underlying the Board’s Future Prospects statement on viability;
• The effectiveness of the external audit process and the current
independence and objectivity of EY;
• The appointment, remuneration and terms of engagement of the
auditor;
• The policy on the engagement of the external auditor to supply
non-audit services and approval of any such services;
• The need for the Company to have its own internal audit
function;
• The ISAE/AAF and SSAE16 reports or their equivalent from F&C,
the Custodian, Depositary, the Private Equity managers and the
sub-managers and a due diligence report from the Company’s
Share Registrars;
• The performance of the Company’s third party service providers
and administrators, other than F&C, and the fees charged in
respect of those services;
• Bank counterparty monitoring and F&C’s dealing efficiency and
associated costs;
• The Company’s trademarks and intellectual property rights; and
• The Committee’s Terms of Reference for approval by the Board.
Comprehensive papers relating to each of these matters were
prepared for discussion. These were debated by the Committee and
any recommendations were fully considered if there was a judgement
to be applied in arriving at conclusions. Recommendations were then
made to the Board as appropriate.
The Board retains ultimate responsibility for all aspects relating to
external financial statements and other significant published financial
information as is noted in the Statement of Directors’ Responsibilities
on page 49. On broader control policy issues, the Committee
has reviewed, and is satisfied with F&C’s Anti-Fraud, Bribery and
Corruption Strategy and Policy and with the “whistleblowing” policy
that has been put in place by F&C under which its staff may, in
confidence, raise concerns about possible improprieties in financial
reporting or other matters. The necessary arrangements are in place
for communication by F&C to this Committee where matters might
impact the Company with appropriate follow up action. In 2017 there
were no such concerns raised with the Committee. The Committee
has also considered and agreed the processes relating to new
regulations particularly MiFID II and the Criminal Finances Act 2017.
Report of the Audit Committee
46 | Foreign & Colonial Investment Trust PLC
Composition of the Committee
The Board recognises the requirement for the Committee as a whole
to have competence relevant to the sector in which the Company
operates and at least one member with recent and relevant
experience. The Committee comprises five independent non-
executive Directors. I, Jeffrey Hewitt, am Chairman of the Committee
and a Chartered Accountant and was for many years Group Finance
Director of Electrocomponents plc, as well as currently or having
recently been audit committee chairman of other listed companies.
The other members of the Committee have a combination of
financial, investment and business experience through the senior
posts held throughout their careers. Several have wide experience
of the investment trust sector including Beatrice Hollond who joined
the Committee during the year. Details of the members can be found
on pages 28 and 29 and the updated Committee’s terms of
reference can be found on the website at foreignandcolonial.com.
Management of risk
F&C’s Business Risk Department provides regular control report
updates to the Committee covering risk and compliance whilst any
significant issues of direct relevance to the Company are required to
be reported to the Committee and Board immediately.
A key risk “radar” summary is produced by F&C in consultation with
the Board to identify the risks to which the Company is exposed, the
controls in place and the actions being taken to mitigate them. The
Board has a robust process for considering the resulting risk matrix at
each of its meetings and dynamically reviews the significance of the
risks and the reasons for any changes. The process evolved during the
year to align with BMO’s rigorous risk profiling activity.
The Company’s Principal Risks are set out on page 16 with
additional information given in note 25on the Accounts. The
Committee noted the robustness of the Board’s review of Principal
Risks and participated as Board members themselves. The integration
of these risks into the analyses underpinning the “Ten Year Horizon”
Statement on viability on page 17 was fully considered and the
Committee concluded that the Board’s statement was soundly based.
The period of ten years was also agreed as remaining appropriate for
the reasons given in the statement, whilst recognising that the period
remains longer than that used by many other companies.
Internal controls
The Board has overall responsibility for the Company’s systems of
internal controls, for reviewing their effectiveness and ensuring that
risk management and control processes are embedded in the day-
to-day operations, which are managed by F&C. The Committee has
reviewed and reported to the Board on these controls, which aim
to ensure that the assets of the Company are safeguarded, proper
accounting records are maintained and the financial information used
within the business and for publication is reliable. Control of the risks
identified, covering financial, operational, compliance and overall
risk management, is exercised by the Committee through regular
reports provided by F&C. The reports cover investment performance,
performance attribution, compliance with agreed and regulatory
investment restrictions, financial analyses, revenue estimates,
performance of the third party administrators of the F&C savings plans
and on other relevant management issues.
The systems of internal controls are designed to manage rather
than eliminate risk of failure to achieve business objectives and
can only provide reasonable, but not absolute, assurance against
material misstatement, or loss or fraud. Further to the review by
the Committee, the Board has assessed the effectiveness of the
Company’s internal controls. The assessment included a review of the
F&C risk management infrastructure and the report on policies and
procedures in operation and tests for the year to 31 October 2017
(the “ISAE/AAF Report”) and subsequent confirmation from F&C
that there had been no material changes to the control environment
in the period to 1 March 2018. This had been prepared by F&C
for all its investment trust clients to the International Standard on
Assurance Engagement (ISAE) No. 3402 and to the standards of the
Institute of Chartered Accountants in England and Wales Technical
Release AAF (01/06). The ISAE/AAF Report from independent
reporting accountants KPMG sets out F&C’s control policies and
procedures with respect to the management of clients’ investments
and maintenance of their financial records. The effectiveness of
these controls is monitored by F&C’s Group Audit and Compliance
Committee, which receives regular reports from its Internal Audit
department. Procedures are also in place to capture and evaluate
any failings and weaknesses within F&C’s control environment and
those extending to any outsourced service providers to ensure that
action would be taken to remedy any significant issues. Any errors or
breaches relating to the Company are reported at each Committee
and Board meeting by F&C. No failings or weaknesses material to the
overall control environment and financial statements were identified
in the year. The Committee also reviewed the control reports of the
Custodian, the Depositary, T. Rowe Price and Barrow Hanley, Private
Equity managers and the Share Registrar’s due diligence report and
were satisfied that there were no material exceptions.
Through the reviews noted above and by direct enquiry of F&C and
other relevant parties, the Committee and the Board have satisfied
themselves that there were no material control failures or exceptions
affecting the Company’s operations during the year nor to the date of
this Report.
Based on the processes and controls in place within F&C, the
Committee has concluded and the Board has concurred that there is no
current need for the Company to have a separate internal audit function.
External audit process and significant issues considered by
the Committee
In carrying out its responsibilities, the Committee has considered the
planning arrangements, scope, materiality levels and conclusions of
the external audit for 2017. The table on page 47 describes the
significant judgements and issues considered by the Committee in
conjunction with EY in relation to the financial statements for the year
and how these issues were addressed. The Committee also included
in their review the areas of judgements, estimates and assumptions
referred to in note 2(c)(xii) on the Accounts and welcomes this
increase in transparency on such issues. Likewise, the Committee
reviewed the disclosure and description of Alternative Performance
Report and Accounts 2017 | 47
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
that they had no reason not to issue an unqualified audit opinion in
respect of the Report and Accounts. The Committee established that
there were no material issues or findings arising which needed to be
brought to the attention of the Board.
The increased focus on the Strategic Report by investors and
regulators is welcomed by the Committee. The Committee has
carefully considered the disclosures made in the Report and
Accounts particularly in relation to the EU Non-Financial Reporting
Directive (EU/2014/95). It is aware that this area of Non-Financial
Reporting matters will evolve further in coming years.
The Committee also noted that an independent, objective and skilled
third party had read the Report and Accounts and commented
on fairness, balance and comprehension. The Committee
recommended to the Board that the Report and Accounts were in
their view, fair, balanced and understandable in accordance with
accounting standards, regulatory requirements and best practice.
The Independent Auditors’ Report which sets out the unqualified
audit opinion, the scope of the audit and the areas of focus, in
Measures provided on page 90 and is satisfied that the disclosure
is fair and relevant.
Procedures for investment valuation and recognition of income
were the main areas of audit focus and testing. For the long-held
Pantheon and HarbourVest unlisted Private Equity investments in
particular, the Committee questioned the fund-of-fund managers on
their processes in meetings during the year. The year-end valuation
is an estimate based on the September valuations extrapolated
to the year-end by adjusting for cash flows and any known events
(as described in notes 2(c)(ii) and 25(d) on the Accounts). The
Committee reviewed prior year experience on the validity of this
estimation process by comparing the estimated value with the actual
audited values (which become known in May/June of the following
year). The variances were not material. The process for valuing the
more recent direct private equity valuations was reviewed and agreed
by the Committee as being appropriate.
The Committee met in February 2018 to discuss the final draft of
the Report and Accounts, with representatives of EY and F&C in
attendance. EY submitted their Year-End Report and confirmed
Significant Judgements and Issues considered by the Committee in 2017
MatterAction
Investment Portfolio Valuation
The Company’s portfolio of
investments comprises highly liquid
securities quoted on recognised
stock exchanges, held directly or
through quoted open-ended funds,
together with illiquid Private Equity
funds of funds. The Private Equity
vehicles, which are subject to signed
agreements covering long-term
commitments and funding, hold a
diversity of unquoted investments
whose values are subjective
The Committee reviewed annual audited internal control reports from F&C, the sub-managers and
Private Equity managers. These reports indicated that the relevant systems and controls surrounding
daily pricing, cash and holdings reconciliations, security valuation and Private Equity funding had
operated satisfactorily. In addition, with regard to Private Equity vehicles, the Committee: discussed
controls directly with the managers; reviewed the managers estimated valuations in detail at six
monthly intervals; and performed a thorough review and comparison of each Private Equity fund’s 31
December 2016 or most recent audited value versus the managers estimated valuation adopted by
the Company in its own reporting. The review indicated that the Private Equity managers’ estimated
valuations could continue to be relied upon as being at fair value in accordance with the Company’s
accounting policy.
The process for valuing the more recent direct private equity valuations was reviewed and agreed by
the Committee.
Misappropriation of Assets
Misappropriation of the Company’s
investments or cash balances could
have a material impact on its net asset
value per share.
The Committee reviewed the annual audited internal control reports of F&C and the Custodian.
Neither of these reports indicated any failures of controls over the existence and safe custody of the
Company’s investments and cash balances. The Committee reviews regularly the list of banks which
the Manager and sub-managers are authorised to place cash and deposits with. The Company’s
Depositary reported quarterly on the safe custody of the Company’s investments and the operation
of controls over the movement of cash in settlement of investment transactions. Through these
reports the Committee is satisfied that the assets remained protected throughout the year.
Income Recognition
Incomplete controls over, or inaccurate
recognition of, income could result in
the Company misstating its revenue
receipts and associated tax, with
consequences for overall performance,
payment of dividends to shareholders,
and compliance with taxation rules.
The Committee’s review of F&C’s annual audited controls report indicated that there were
no control failures in the year. The Committee reviewed and approved at the interim and final
accounts reporting meetings, all dividend receipts deemed to be capital (special) in nature by
virtue of their payment out of investee company restructuring rather than ordinary business
operations. In addition, the Committee reviewed that all special dividends had been correctly
treated in accordance with the Company’s accounting policy.
Investment income was tested and reported on by F&C.
48 | Foreign & Colonial Investment Trust PLC
service likely to exceed £5,000 is agreed by the Committee prior to
the commencement of the services and are accompanied by terms
regarding liability, cost and responsibilities. EY have not provided or
charged for any non-audit services during the year.
VAT case
As previously reported, PwC had continued to act for the Company
on a contingent fee basis in respect of a long running case for the
reclaim of VAT. The Supreme Court judgment on this case was finally
issued in April 2017, in favour of HMRC and as such no fee became
payable to PwC. No further action by the Company is intended.
Regulatory compliance
The Committee confirms that the Company is in compliance with the
requirements of the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014. This
order relates to the frequency and governance of tenders for the
appointment of the external auditor and the setting of the policy on
the provision of non-audit services.
Committee evaluation
The activities of the Committee were considered as part of the
Board appraisal process completed in accordance with standard
governance arrangements as noted on page 36. A full evaluation
was undertaken on the effectiveness, roles and responsibilities
of the Committee in accordance with the Financial Reporting
Council’s current guidance. The evaluation found that the Committee
functioned well, with the right balance of membership and skills.
Jeffrey Hewitt
Audit Committee Chairman
6 March 2018
compliance with applicable auditing standards, can be found on
pages 50 to 55.
Auditor, assessment, independence and appointment
The Committee reviews the reappointment of the auditor every year
and has been satisfied with the effectiveness of EY’s performance
on this, their second audit of the Company’s accounts. EY have
confirmed that they are independent of the Company and have
complied with relevant auditing standards. In evaluating EY, the
Committee has taken into consideration the standing skills and
experience of the firm and the audit team. From direct observation
and indirect enquiry of management, the Committee is satisfied
that EY will continue to provide effective independent challenge in
carrying out their responsibilities. The Committee also considered
the evaluation of EY’s audit performance through the Audit Quality
Review. Their audit fee amounted to £87,000, excluding VAT (2016:
£72,000) of which £10,000 was a supplementary fee in relation to
prior year audit work completed in February 2017.
The Committee considers the appointment of the external auditor
annually and the need for putting the audit out to tender for reasons
of quality or independence. As the Company is required to carry out
a tender every ten years, the next one will be conducted no later
than 2026.
Non-audit services
The Committee regards the continued independence of the external
auditors to be a matter of the highest priority. The Company’s policy
with regard to the provision of non-audit services by the external
auditor ensures that no engagement will be permitted if:
• the provision of the services would contravene any regulation or
ethical standard;
• the auditors are not considered to be expert providers of the
non-audit services;
• the provision of such services by the auditor creates a conflict of
interest for either the Board or the Manager; and
• the services are considered to be likely to inhibit the auditor’s
independence or objectivity as auditors.
In particular, the Committee has a policy that the accumulated costs
of all non-audit services sought from the auditors in any one year
should not exceed 30% of the likely audit fees for that year and
not exceed 70% cumulatively over three years and any individual
Report and Accounts 2017 | 49
GOVERNANCE REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Report and Accounts
in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements
for each financial year. Under that law the Directors have prepared
the financial statements in accordance with United Kingdom
Accounting Standards, comprising FRS 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland”.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss of
the Company for that period. In preparing these financial statements,
the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements respectively; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors confirm that they have complied with the above
requirements in preparing the financial statements. Further details
can be found in notes 2 and 24 on the accounts.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors Report,
Directors Remuneration Report and Statement of Corporate
Governance that comply with that law and those regulations.
The Report and Accounts is published on the
foreignandcolonial.com website, which is maintained by F&C. The
Directors are responsible for the maintenance and integrity of the
Company’s website. The work undertaken by the auditors does not
involve consideration of the maintenance and integrity of the website
and, accordingly, the auditors accept no responsibility for any
changes that have occurred to the financial statements since they
were initially presented on the website. Visitors to the website need
to be aware that legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors listed on pages 28 and 29 confirm to the
best of their knowledge that:
• the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit of the Company;
• the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
• in the opinion of the Directors the annual report and
financial statements, taken as a whole, are fair, balanced
and understandable and provide the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Simon Fraser
Chairman
6 March 2018
50 | Foreign & Colonial Investment Trust PLC
Independent Auditors’ Report
Independent auditor’s report to
the members of Foreign & Colonial
Investment Trust PLC
Opinion
We have audited the financial statements of Foreign & Colonial
Investment Trust PLC (the Company) for the year ended 31 December
2017 which comprise the Income Statement, Statement of Changes in
Equity, Balance Sheet, Statement of Cash Flows and the related Notes
on the Accounts 1 to 26. The financial reporting framework that has
been applied in their preparation is applicable law and United Kingdom
Accounting Standards including FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’ (United
Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• Give a true and fair view of the Company’s affairs as at
31 December 2017 and of its profit for the year then ended.
• Have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice.
• Have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements Section of our
report below. We are independent of the Company in accordance
with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard
as applied to public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Use of our report
This report is made solely to the company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
Conclusions relating to principal risks, going concern and
viability statement
We have nothing to report in respect of the following information in the
annual report, in relation to which the ISAs(UK) require us to report to
you whether we have anything material to add or draw attention to:
• The disclosures in the annual report set out on page 16 that
describe the principal risks and explain how they are being
managed or mitigated.
• The directors’ confirmation set out on page 16 in the annual
report that they have carried out a robust assessment of the
principal risks facing the entity, including those that would threaten
its business model, future performance, solvency or liquidity.
• The directors’ statement set out on page 16 in the financial
statements about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the entity’s ability to
continue to do so over a period of at least twelve months from the
date of approval of the financial statements.
• Whether the directors’ statement in relation to going concern
required under the Listing Rules in accordance with Listing Rule
9.8.6R(3) is materially inconsistent with our knowledge obtained
in the audit.
• The directors’ explanation set out on page 17 in the annual
report as to how they have assessed the prospects of the entity,
over what period they have done so and why they consider that
period to be appropriate, and their statement as to whether
they have a reasonable expectation that the entity will be able to
continue in operation and meet its liabilities as they fall due over
the period of their assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Overview of our audit approach
Key audit matters
• Valuation of unquoted investments and resulting impact
on the Income Statement
• Incomplete or inaccurate recognition of investment income
• Valuation and existence of the quoted investment portfolio
Materiality
• Overall materiality of £36.7m which represents 1% of
net assets at 31 December 2017.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a
whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Report and Accounts 2017 | 51
INDEPENDENT AUDITORS’ REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
The Key Audit Matters discussed below are consistent with those identified in the Independent Auditors Report for the year ended
31 December 2016.
RiskOur response to the risk
Key observations
communicated to the
Audit Committee
Valuation of unquoted investments
and resulting impact on the Income
Statement
The Company holds investments in Private
Equity (PE) through funds or partnerships
which are managed by HarbourVest
Partners LLC (HarbourVest), Pantheon
Ventures (UK) LLP (Pantheon) and F&C
Investment Business Limited (FCIB)
(together ‘the PE Managers’). For the year
ended 31 December 2017 the PE portfolio
totalled £226.7m (2016: £266.1m) which
represented 5.8% (2016: 7.7%) of the
Company’s total investment portfolio (See
Note 10).
The Net Asset Value (NAV) of the PE funds
is based on estimates and unaudited NAV
statements. The Investment Trust Accounting
team at FCIB apply various controls to the
valuation process which are subject to
oversight by the Board. Controls over the
valuation process include: the reconciliation
of cash movements to the NAV statements
received, reading internal control reports from
the PE Managers, reading audited financial
statements as well as the portfolio reports
for the underlying PE fund investments and
performing a reasonableness analysis of
variances between prior years reported and
audited NAVs.
We focus on the valuation of unquoted
investments because there is the risk
that inaccurate judgments made in the
assessment of fair value, could materially
misstate the value of the investment
portfolio in the Balance Sheet, the
unrealised gains or losses in the Income
Statement and the NAV per share.
For the unquoted investments, realised
profits are calculated as the difference
between distribution proceeds less return
of capital.
Specifically in relation to our procedures on
management override, we considered the
risk that FCIB or the Board may influence
the unquoted investment valuations in order
to meet market expectations of the overall
NAV of the Company.
We obtained an understanding of the Company’s and PE
Managers’ processes and controls for the valuation of the
unquoted investments by performing walkthrough procedures and
inspecting the PE Managers’ internal control reports.
We obtained an understanding of the governance structure and
protocols surrounding the valuation process from the Investment
Trust Accounting team at FCIB. This included the primary controls of
reconciling cash movements in monthly reported NAVs to underlying
notices of calls and distributions and bank statements, reading internal
control reports of the PE Managers and performing a reasonableness
analysis of variances between reported and audited NAVs.
We observed the oversight at Board level through reading minutes
and board packs from Audit Committee and Board meetings
throughout the year.
We held meetings with the PE Managers’ to discuss and challenge:
• The annual performance of the funds in which the Company held an
investment at 31 December 2017.
• The reasons for the variances noted between estimated and actual
NAVs for the year ended 31 December 2016.
• Whether, based on any recently available information there should be
any adjustments required to the estimated 31 December 2017 NAVs.
We compared the Company’s valuation methodology to the
requirements of United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice), including FRS
102 ‘The Financial Reporting Standard applicable in the UK and
Republic of Ireland’ (FRS 102).
We agreed the NAV of the PE funds per the Company to the
estimated 31 December 2017 NAV statements which we received
directly from the PE Managers.
As the 31 December 2017 NAVs received were ‘estimated’ NAVs
we considered the reasonableness of the fair value adjustments
made to the 30 September 2017 reported NAV by the PE
Managers, and challenged any unusual variances.
We recalculated the unrealised profits on the revaluation of
unquoted investments impacting the Income Statement.
For a sample of unquoted investments we confirmed the realised
gains or losses to the notices received from the relevant PE Manager.
We recalculated investments in foreign currencies using third party
exchange rates to gain assurance over the reasonableness of
currency rates used.
We agreed the total committed capital directly to the Limited
Partnership Agreements of the PE funds and the ‘drawn-down
capital’ to independent confirmations received from the PE Managers.
To test for the risk of management override we tested a sample of
manual journal entries posted in relation to unquoted investments
during the year to relevant support.
The results of
our procedures
identified no material
misstatement in the
valuation or existence
of the quoted
investment portfolio.
Based on the work
performed we have no
matters to report.
52 | Foreign & Colonial Investment Trust PLC
RiskOur response to the risk
Key observations
communicated to the
Audit Committee
Incomplete or inaccurate recognition of
investment income
Investment income is received primarily
in the form of dividends from UK
and overseas investments in quoted
companies, as well as distributions from
unquoted investments. For the year ended
31 December 2017 investment income
totalled £77.9m (2016: £70.4m). Special
dividends charged to income and capital
for the year ended 31 December 2017
totalled £3.8m (2016: £9.4m) (See notes 3
and 19).
Distributions from Private Equity funds
are recognised when the right to the
distribution is established.
There is a risk of incomplete or inaccurate
recognition of income through the failure
to recognise proper income entitlements
or apply appropriate accounting treatment
in particular relating to the categorisation
of special dividends and journal entries
applied to the income account.
Special dividends by their nature require
the exercise of judgment as to whether the
income receivable should be classified as
‘revenue’ or ‘capital’ in accordance with the
SORP and the subsequent implications for
Section 1158 compliance.
For special dividends the Company
determines whether amounts should
be credited to the revenue or capital
columns of the Income Statement
based on the underlying substance of
the transaction. The revenue column of
the Income Statement is the main driver
of the minimum dividend calculation.
There is therefore a risk that an incorrect
classification could potentially result in an
under distribution of income and put the
Company’s investment trust status at risk.
Specifically in relation to our procedures
on management override, we consider the
risk that inappropriate journal entries are
applied to the income account resulting in a
manipulation of the Company’s revenue to
support performance and dividend targets.
We obtained an understanding of FCIB’s processes and
controls for the recognition of investment income by performing
walkthrough procedures and reading their internal control reports.
We agreed all dividends declared for the ten highest dividend
paying securities during the financial year and additionally for a
representative sample of securities from the income received
report to bank statements and to an external pricing source to
verify occurrence and measurement.
We agreed a sample of accrued dividends at the period end to
post year end bank statements and an external pricing source for
occurrence and measurement.
We tested a sample of special dividends from the income received
report by agreeing these to an external source and testing their
recognition basis to ensure that they were appropriately allocated
between revenue and capital within the Income Statement.
We agreed a sample of the distributions received from the
unquoted investments ledger to the notices received from the PE
Managers and to the bank statements to gain assurance over the
occurrence, appropriate classification and measurement.
We tested for completeness of income by selecting a sample of
holdings from the portfolio to verify that any dividends that they
had declared during the period were correctly recorded in the
income received report.
For a sample of securities sold during the year we verified that
dividends declared after the sale date were not recognised as
revenue to test cut off.
Additionally we tested pre and post year-end bank statements for
evidence of income receipts in line with our testing threshold to
ensure that these were recorded in the correct period.
For the samples we tested we recalculated income received from
overseas investments to gain assurance over the measurement
and recognition of income in foreign currencies.
To test for the risk of management override we tested a sample
of manual journal entries posted to the income account and
corroborated their business purpose.
The results of
our procedures
identified no issues
with the accuracy
or completeness of
income receipts.
We concurred with the
accounting treatment
for special dividends
and also the basis
of recognition of
income from unquoted
investments.
Based on the work
performed, we have no
matters to report.
Report and Accounts 2017 | 53
INDEPENDENT AUDITORS’ REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
the company. This enables us to form an opinion on the financial
statements. We take into account size, risk profile, the organisation
of the company and effectiveness of controls, including controls and
changes in the business environment when assessing the level of
work to be performed.
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the company to be £36.7m (2016:
£30.5m), which is 1% (2016: 1%) of net assets. We believe that net
assets is the most appropriate measure as it is the primary measure that
investors use to assess the performance of the Company.
During the course of our audit, we reassessed initial materiality
and made no changes to the basis of calculation from our original
assessment at the planning stage.
RiskOur response to the risk
Key observations
communicated to the
Audit Committee
Valuation and existence of the quoted
investment portfolio
The Company holds a portfolio of quoted
investments both in the UK and Overseas.
The quoted portfolio is managed by FCIB who
in turn sub-delegate the role of investment
management for a proportion of the portfolio
to T. Rowe Price International Ltd and Barrow,
Hanley, Mewhinney and Strauss LLC (together
‘the Sub-Managers’) for their experience in the
United States equities market.
The fair value of investments within the
portfolio is based on the quoted bid value
at the Balance sheet date. There are a
small number of quoted funds which are
valued at NAV.
Quoted investments held at the year-
end were valued at £3,699.9m (2016:
£3,166.6m) (See Note 10).
There is a risk of incorrect valuation of the
investment portfolio, including incorrect
application of exchange rate movements and
assessment of stock liquidity which could
result in the Balance Sheet and Income
Statement being materially misstated.
The Directors are responsible for
implementing systems and controls to
ensure that the assets of the Company are
not susceptible to misappropriation and
other fraud or error.
Certificates of investment ownership are
held by the Custodian and not directly by
the Company.
There is a risk of assets being
misappropriated and the ownership of
investments being unsecured.
We obtained an understanding of FCIB’s and the Administrator’s
processes and controls for the valuation of the quoted investments
by performing walkthrough procedures and reviewing FCIB’s and
the Administrator’s internal control reports.
We agreed all of the quoted investment holding prices to relevant
independent sources using a range of third party pricing vendors.
We reviewed the stale pricing reports to assess the liquidity of
investments held.
We recalculated the value of quoted investments in foreign
currencies to verify the accuracy of the corresponding Sterling
balances.
We obtained an understanding of the Administrator’s, JP Morgan
Europe Limited (the ‘Depositary’) and JP Morgan Chase (the
‘Custodian’) processes and controls for asset recognition by
inspecting their internal control reports.
We inspected the year end reconciliation of the Company’s records
to those of the Custodian and corroborated any variances.
We obtained confirmation from the Custodian and Depositary
of all securities held at the period end and agreed these to the
Company’s records.
The results of
our procedures
identified no material
misstatement in the
valuation or existence
of the quoted
investment portfolio
Based on the work
performed we have no
matters to report.
54 | Foreign & Colonial Investment Trust PLC
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the company’s overall control environment, our judgment was
that performance materiality was 75% (2016: 75%) of our planning
materiality, namely £27.5m (2016: £22.9m).
Given the importance of the distinction between revenue and capital
for the Company we also apply a separate, lower performance
materiality of £3.5m (2016: £3.3m) for the revenue column of the
Income Statement being 5% of the revenue return on ordinary
activities before taxation.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them
all uncorrected audit differences in excess of £1.8m (2016: £1.5m),
which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report set out on pages 1 to 93 other than the financial
statements and our auditor’s report thereon. The directors are
responsible for the other information.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we
are required to determine whether there is a material misstatement
in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our
responsibility to specifically address the following items in the other
information and to report as uncorrected material misstatements of
the other information where we conclude that those items meet the
following conditions:
• Fair, balanced and understandable set out on page 36 – the
statement given by the directors that they consider the annual
report and financial statements taken as a whole is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the company’s performance, business
model and strategy, is materially inconsistent with our knowledge
obtained in the audit.
• Audit Committee reporting set out on page 45 – the Section
describing the work of the Audit Committee does not appropriately
address matters communicated by us to the Audit Committee.
• Directors’ statement of compliance with the UK Corporate
Governance Code set out on page 13 – the parts of the directors’
statement required under the Listing Rules relating to the company’s
compliance with the UK Corporate Governance Code containing
provisions specified for review by the auditor in accordance with
Listing Rule 9.8.10R(2) do not properly disclose a departure from a
relevant provision of the UK Corporate Governance Code.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• The information given in the strategic report and the directors’
report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
• The strategic report and directors’ reports have been prepared in
accordance with applicable legal requirements
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• Adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
• The financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with
the accounting records and returns; or
• Certain disclosures of directors’ remuneration specified by law
are not made; or
• We have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set
out on page 49, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true
Report and Accounts 2017 | 55
INDEPENDENT AUDITORS’ REPORT
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either
intend to liquidate the company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are; to identify and
assess the risks of material misstatement of the financial statements
due to fraud; to obtain sufficient appropriate audit evidence regarding
the assessed risks of material misstatement due to fraud, through
designing and implementing appropriate responses; and to respond
appropriately to fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the entity
and management.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the company and determined
that the most significant are the Companies Act 2006, the Listing
Rules, the UK Corporate Governance Code, the Association of
Investment Companies Statement of Recommended Practice
2017 and Section 1158 of the Corporation Tax Act 2010.
• We understood how Foreign & Colonial Investment Trust PLC is
complying with those frameworks through discussions with the
Audit Committee and Company Secretary in combination with a
review of the Company’s documented policies and procedures.
• We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the financial
statements. We identified a fraud and management override
risk relating to the journal entries applied to the income account
including for the categorisation of special dividends. We also
identified the risk of management override with relation to
journals used in the valuation of unquoted investments. Our
audit procedures stated above for ‘Incomplete or inaccurate
recognition of investment income’ and ‘Valuation of unquoted
investments and resulting impact on the Income Statement’ are
tailored to address this risk.
• Our procedures involved review of the reporting to the Directors
with respect to the application of the documented policies and
procedures and review of the financial statements to ensure
compliance with the reporting requirements of the Company.
• We have reviewed that the Company’s control environment
is adequate for the size and operating model of such a listed
investment company.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website
at https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters we are required to address
We were appointed by the company on 26 April 2016 to audit the
financial statements for the year ending 31 December 2016 and
subsequent financial periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is two years, covering the years
ending 31 December 2016 and 31 December 2017.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the company and we remain independent of
the company in conducting the audit.
The audit opinion is consistent with the additional report to the Audit
Committee.
Julian Young (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP,
Statutory Auditor
London
6 March 2018
Notes:
1. The maintenance and integrity of the Foreign & Colonial Investment Trust
PLC web site is the responsibility of the directors; the work carried out
by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that
may have occurred to the financial statements since they were initially
presented on the web site.
2. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
56 | Foreign & Colonial Investment Trust PLC
Statement of Changes in Equity
56 | Foreign & Colonial Investment Trust PLC
Income Statement
For the year ended 31 December
Notes
Revenue
£’000s
Capital
£’000s
2017
Total
£’000s
Revenue
£’000s
Capital
£’000s
2016
Total
£’000s
10
Gains on investments and derivatives–486,348486,348–620,118620,118
19
Exchange movements on foreign currency loans and
cash balances(95)3,3283,233857(41,236)(40,379)
3
Income78,765–78,76571,117–71,117
4
Management fees(3,768)(11,305)(15,073)(3,063)(9,499)(12,562)
5
Other expenses(3,094)(61)(3,155)(2,758)(97)(2,855)
Net return before finance costs and taxation71,808478,310550,11866,153569,286635,439
6
Finance costs(1,858)(5,574)(7,432)(1,722)(5,167)(6,889)
Net return on ordinary activities before taxation 69,950472,736542,68664,431564,119628,550
7
Taxation on ordinary activities (6,464)(713)(7,177)(6,038)–(6,038)
8
Net return attributable to shareholders 63,486472,023535,50958,393564,119622,512
8
Net return per share – basic (pence)11.6786.7998.4610.57102.12112.69
The total column of this statement is the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations.
The net return attributable to Shareholders is also the total comprehensive income.
The notes on pages 60 to 81 form an integral part of the financial statements.
Income Statement
Report and Accounts 2017 | 57
FINANCIAL REPORT
Report and Accounts 2017 | 57
Statement of Changes in Equity
STRATEGIC REPORT
GOVERNANCE REPORT
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FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Statement of Changes in Equity
FINANCIAL REPORT
For the year ended 31 December 2017
Notes
Share
capital
£’000s
Capital
redemption
reserve
£’000s
Capital
reserves
£’000s
Revenue
reserve
£’000s
Total
shareholders’
funds
£’000s
Balance brought forward 31 December 2016140,455122,3072,867,57983,0943,213,435
9
Dividends paid–––(55,260)(55,260)
17
Shares repurchased by the Company and held in treasury––(25,661)–(25,661)
Net return attributable to shareholders––472,02363,486535,509
Balance carried forward 31 December 2017140,455122,3073,313,94191,3203,668,023
For the year ended 31 December 2016
Notes
Share
capital
£’000s
Capital
redemption
reserve
£’000s
Capital
reserves
£’000s
Revenue
reserve
£’000s
Total
shareholders’
funds
£’000s
Balance brought forward 31 December 2015140,455122,3072,361,07378,3292,702,164
9
Dividends paid–––(53,628)(53,628)
Shares repurchased by the Company and held in treasury––(57,613)–(57,613)
Net return attributable to shareholders––564,11958,393622,512
Balance carried forward 31 December 2016140,455122,3072,867,57983,0943,213,435
The notes on pages 60 to 81 form an integral part of the financial statements.
58 | Foreign & Colonial Investment Trust PLC
Statement of Cash Flows
58 | Foreign & Colonial Investment Trust PLC
Balance Sheet
at 31 December
Notes
£’000s
2017
£’000s £’000s
2016
£’000s
Fixed assets
10
Investments 3,926,5583,432,682
Current assets
12
Debtors 12,6636,648
Cash at bank and short-term deposits31,13626,463
43,79933,111
Creditors: amounts falling due within one year
13
Loans(50,000)–
14
Other (10,397)(4,785)
(60,397)(4,785)
Net current (liabilities)/assets (16,598)28,326
Total assets less current liabilities 3,909,9603,461,008
Creditors: amounts falling due after more than one year
15
Loans(241,362)(246,998)
16
Debenture(575)(575)
(241,937)(247,573)
Net assets 3,668,0233,213,435
Capital and reserves
17
Share capital 140,455140,455
18
Capital redemption reserve 122,307122,307
19
Capital reserves 3,313,9412,867,579
19
Revenue reserve 91,32083,094
Total shareholders’ funds3,668,0233,213,435
20
Net asset value per share – prior charges at nominal value (pence)676.53587.92
The notes on pages 60 to 81 form an integral part of the financial statements.
The Financial Statements were approved by the Board on 6 March 2018 and signed on its behalf by
Simon Fraser Jeffrey Hewitt
Chairman Director
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FINANCIAL REPORT
Report and Accounts 2017 | 59
Statement of Cash Flows
STRATEGIC REPORT
GOVERNANCE REPORT
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FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Statement of Cash Flows
at 31 December
Notes
2017
£’000s
2016
£’000s
21
Cash flows from operating activities before dividends received and interest paid(26,226)(21,403)
Dividends received77,63169,943
Interest paid(7,344)(6,512)
Cash flows from operating activities44,06142,028
Investing activities
Purchases of investments(1,390,393)(1,233,876)
Sales of investments and derivatives1,384,6731,347,880
Other capital charges and credits(55)(93)
Cash flows from investing activities(5,775)113,911
Cash flows before financing activities38,286155,939
Financing activities
Equity dividends paid(55,260)(53,628)
Repayment of loans–(547,676)
Drawdown of loans50,000456,100
Cash flows from share buybacks for treasury shares(25,952)(57,407)
Cash flows from financing activities(31,212)(202,611)
Net increase/(decrease) in cash and cash equivalents7,074(46,672)
Cash and cash equivalents at the beginning of the year26,46373,605
Effect of movement in foreign exchange(2,401)(470)
Cash and cash equivalents at the end of the year31,13626,463
Represented by:
Cash at bank3,46110,071
Short-term deposits27,67516,392
Cash and cash equivalents at the end of the year31,13626,463
The notes on pages 60 to 81 form an integral part of the financial statements.
60 | Foreign & Colonial Investment Trust PLC60 | Foreign & Colonial Investment Trust PLC
Notes on the Accounts
1. General information
Foreign & Colonial Investment Trust PLC is an Investment Company, incorporated in the United Kingdom with a premium listing on the
London Stock Exchange. The Company Registration number is 12901, and the Registered office is Exchange House, Primrose Street,
London, EC2A 2NY, England. The Company has conducted its affairs so as to qualify as an Investment Trust under the provisions of Section
1158 of the Corporation Tax Act 2010. Approval of the Company under Section 1158 has been received. The Company intends to conduct
its affairs so as to enable it to continue to comply with the requirements of Section 1158. Such approval exempts the Company from UK
Corporation Tax on gains realised in the relevant year on its portfolio of fixed asset investments and derivatives.
There have been no significant changes to the Company’s accounting policies during the year ended 31 December 2017, as set out in
note 2 below.
2. Significant accounting policies
(a) Going concern
As referred to in note 24 and the Statement of Directors’ Responsibilities, the Directors believe that it is appropriate for the accounts to be
prepared on a going concern basis.
(b) Basis of accounting
The accounts of the Company have been prepared on a going concern basis under the historical cost convention, modified to include fixed
asset investments and derivatives at fair value, and in accordance with the Companies Act 2006, Financial Reporting Standard (FRS) 102
applicable in the United Kingdom and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies
and Venture Capital Trusts” (“SORP”) issued in November 2014 and updated in January 2017.
The functional and presentational currency of the Company is pounds Sterling because that is the currency of the primary economic
environment in which the Company operates.
All of the Company’s operations are of a continuing nature.
The Company had no operating subsidiaries at any time during the years ended 31 December 2017 and 31 December 2016. Consequently,
consolidated accounts have not been prepared.
The Directors are of the opinion that the Company’s activities comprise a single operating segment, which is investing internationally in
equities to secure long-term growth in income and capital.
In accordance with the SORP, the Income Statement has been analysed between a Revenue Account (dealing with items of a revenue
nature) and a Capital Account (relating to items of a capital nature). Revenue returns include, but are not limited to, dividend income and
operating expenses and tax (insofar as the expenses and tax are not allocated to capital, as described in notes 2(c)(vii) and 2(c)(viii)). Net
revenue returns are allocated via the revenue account to the Revenue Reserve, out of which interim and final dividend payments are made.
The amounts paid by way of dividend are shown in the Statement of Changes in Equity. Capital returns include, but are not limited to, realised
and unrealised profits and losses on fixed asset investments and derivatives and currency profits and losses on cash and borrowings. The
Company may distribute net capital returns by way of dividend. It is the Board’s current stated intention to continue paying dividends to equity
shareholders out of the Revenue Reserve.
Notes on the Accounts
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2. Significant accounting policies (continued)
(c) Principal accounting policies
The policies set out below have been applied consistently throughout the year ending 31 December 2017 and the prior year.
(i) Financial instruments
Financial instruments include fixed asset investments, derivative assets and liabilities, long-term debt instruments, cash and short-term
deposits, debtors and creditors. FRS102 recognises a hierarchy of fair value measurements, for financial instruments measured at fair value
in the Balance Sheet, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). The classification of financial instruments depends on the lowest significant applicable
input, as follows:
Level 1 – Unadjusted, fully accessible and current quoted prices in active markets for identical assets or liabilities. Included within this
category are investments listed on any recognised stock exchange or quoted on the AIM Market in the UK.
Level 2 – Quoted prices for similar assets or liabilities or other directly or indirectly observable inputs which exist for the duration of the period
of investment. Examples of such instruments would be forward exchange contracts and certain other derivative instruments.
Level 3 – Where no active market exists and recent transactions for identical instruments do not provide a good estimate of fair value, the
value is the Directors’ best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation techniques and on
assumptions as to what inputs other market participants would apply in pricing the same or similar instrument. Included within this category
are investments in private companies or securities, whether invested in directly or through pooled Private Equity vehicles, (see Notes 10 and
25(d) for further information).
(ii) Fixed asset investments
As an investment trust, the Company measures its fixed asset investments at fair value through profit or loss and treats all transactions on
the realisation and revaluation of investments held as fixed assets, as transactions on the Capital Account. Purchases are recognised on the
relevant trade date, less expenses which are incidental to the acquisition of the investments. Sales are also recognised on the trade date,
after deducting expenses incidental to the sales. Quoted investments are valued at bid value at the close of business on the relevant date
on the exchange on which the investment is quoted. Investments which are not quoted or which are not frequently traded are stated at
Directors’ best estimate of fair value. In arriving at their estimate, the Directors make use of recognised valuation techniques and may take
account of recent arm’s length transactions in the same or similar investment instruments. Where no reliable fair value can be estimated,
investments are carried at cost less any provision for impairment.
With respect specifically to investments in Private Equity, whether through funds or partnerships, the Directors rely on unaudited valuations
of the underlying unlisted investments as supplied by the investment advisers or managers of those funds or partnerships. The Directors
regularly review the principles applied by the managers to those valuations to ensure they are in compliance with the above policies.
Distributions from Private Equity funds are recognised when the right to distributions is established.
(iii) Derivative instruments
Derivatives including forward exchange contracts, futures and options are accounted for as financial assets or liabilities. Where it can be
demonstrated that the derivative is connected to the maintenance of the Company’s investments, the change in fair value is recognised as
capital and shown in the Capital column of the Income Statement. Where an option is written in the expectation that it will not be exercised,
or that any losses on exercise will be outweighed by the value of the premiums received, the premiums are recognised in the Revenue column
of the Income Statement. The value of the premium is usually the option’s initial fair value and is recognised evenly over the life of the option.
Subsequent changes to fair value are adjusted in the Capital column of the Income Statement such that the total amounts recognised within
Revenue and Capital represent the change in fair value of the option.
FINANCIAL REPORT
Report and Accounts 2017 | 61
62 | Foreign & Colonial Investment Trust PLC62 | Foreign & Colonial Investment Trust PLC
2. Significant accounting policies (continued)
(iv) Debt instruments
The Company’s debt instruments include the 4.25% perpetual debenture stock included in the Balance Sheet at proceeds received, net of
issue costs, and bank borrowings and overdrafts, initially measured at the amount of cash received less direct issue costs and subsequently
measured at amortised cost using the effective interest rate method. No debt instruments held during the year required hierarchical
classification.
The fair market value of the bank borrowings and perpetual debenture stock are set out in notes 13, 15 and 16 on the accounts respectively.
Finance charges, including interest, are accrued using the effective interest rate method. See 2(c)(vii) below for allocation of finance charges
within the Income Statement.
(v) Foreign currency
Foreign currency monetary assets and liabilities are expressed in Sterling at rates of exchange ruling at the balance sheet date. Purchases
and sales of investment securities, dividend income, interest income and expenses are translated at the rates of exchange prevailing at the
respective dates of such transactions. Exchange profits and losses on fixed assets investments are included within the changes in fair value
in the Capital Account. Exchange profits and losses on other currency balances are separately credited or charged to the Capital Account
except where they relate to revenue items.
(vi) Income
Income from equity shares is brought into the Revenue Account (except where, in the opinion of the Directors, its nature indicates it should
be recognised within the Capital Account) on the ex-dividend date or, where no ex-dividend date is quoted, when the Company’s right to
receive payment is established. Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis so as
to reflect the effective yield on the investment. Dividends are accounted for on the basis of income actually receivable, without adjustment for
any tax credit attaching to the dividends. Dividends from overseas companies are shown gross of withholding tax. Where the Company has
elected to receive its dividends in the form of additional shares rather than in cash (scrip dividends), the amount of the cash dividend foregone
is recognised as income. Any excess in the value of the shares received over the amount of the cash dividend foregone is recognised in the
Capital Account. Rebates on investee funds management fees are accounted for on a receipts basis.
(vii) Expenses, including finance charges
Expenses inclusive of associated value added tax (VAT) are charged to the Revenue Account of the Income Statement, except as noted below:
–expenses incidental to the acquisition or disposal of fixed assets investments are charged to Capital Reserves via the Capital Account;
–costs of professional advice relating to the capital structure of the Company are charged to Capital Reserves (see note 2(c)(xi));
–100% of management fees, invoiced to the Company in respect of certain Private Equity investments, are allocated to Capital Reserves,
via the Capital Account, in accordance with the Board’s long-term expected split of returns from those investments;
–75% of other management fees and finance costs (both net of applicable tax relief) are allocated to Capital Reserves via the Capital
Account, in accordance with the Board’s long-term expected split of returns from the investment portfolio (excluding Private Equity
investments) of the Company.
All expenses are accounted for on an accruals basis.
(viii) Taxation
Taxation currently payable is calculated using tax rules and rates in force at the year end, based on taxable profit for the period which differs
from the net return before tax. Note 7(b) sets out those items which are not subject to UK Corporation Tax.
Deferred tax is provided for in accordance with FRS102 on all timing differences that have been enacted by the Balance Sheet date and are
expected to apply in the period when the liability is settled or the asset is realised. Deferred tax assets are only recognised if it is considered
more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with the
recommendations of the SORP, the allocation method used to calculate the tax relief on expenses charged to capital is the “marginal” basis.
Under this basis, if taxable income is capable of being offset entirely by expenses charged through the Revenue Account, then no tax relief is
transferred to the Capital Account.
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FINANCIAL REPORT
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2. Significant accounting policies (continued)
(ix) Dividends payable
Dividends are included in the financial statements on the date on which they are declared or, in the case of final dividends, when they are
approved by shareholders.
(x) Capital Redemption Reserve
This is a non-distributable reserve. The nominal value of ordinary share capital repurchased for cancellation is transferred out of Share Capital
and into the Capital Redemption Reserve, on a trade date basis. Where shares are repurchased into treasury, the transfer of nominal value to
the Capital Redemption Reserve is made if and when the shares are cancelled.
(xi) Capital Reserves
These are distributable reserves which may be utilised for the repurchase of share capital and for distributions to shareholders by way of dividend.
Capital reserve – arising on investments sold
The following are accounted for in this reserve:
–gains and losses on the disposal of fixed asset investments and derivatives;
–realised exchange differences of a capital nature;
–costs of professional advice, including related irrecoverable VAT, relating to the capital structure of the Company;
–other capital charges and credits charged or credited to this account in accordance with the above policies; and
–costs of repurchasing ordinary share capital into treasury or for cancellation, including related stamp duty, are recognised on a trade date basis.
Capital reserve – arising on investments held
The following are accounted for in this reserve:
–increases and decreases in the valuation of fixed asset investments and derivatives held at the year end; and
–unrealised exchange differences of a capital nature
(xii) Use of judgements, estimates and assumptions
The presentation of the financial statements in accordance with accounting standards requires the Board to make judgements, estimates and
assumptions that affect the accounting policies and reported amounts of assets, liabilities, income and expenses. Estimates and judgements
are continually evaluated and are based on perceived risks, historical experience, expectations of plausible future events and other factors.
Actual results may differ from these estimates.
The areas requiring the most significant judgement and estimation in the preparation of the financial statements are: accounting for the value
of unquoted investments; recognising and classifying unusual or special dividends received as either revenue or capital in nature; and setting
the level of dividends paid and proposed in satisfaction of both the Company’s long-term objective and its obligations to adhere to Investment
Trust status rules under Section 1158 of the Corporation Tax Act 2010.
The policy for valuation of unquoted securities is set out in note 2(c)(ii) and further information on Board procedures is contained in the
Report of the Audit Committee and note 25(d). The fair value of unquoted (Level 3) investments, as disclosed in note 10 on the accounts,
represented 5.8% of total investments at 31 December 2017. Under foreseeable market conditions the collective value of such investments
may rise or fall in the short term by more than 25%, in the opinion of the Directors. A fall of 25% in the value of the unlisted (Level 3) portfolio
at the year-end would equate to £57m or 1.5% of net assets and a similar percentage rise should be construed accordingly.
Dividends received which appear to be unusual in size or circumstance are assessed on a case-by-case basis, based on interpretation of the
investee companies’ relevant statements, to determine their allocation in accordance with the SORP to either the Revenue Account or Capital
Account. Dividends which have clearly arisen out of the investee company’s reconstruction or reorganisation are usually considered to be
capital in nature and allocated to Capital Account. Investee company dividends which appear to be paid in excess of current year profits will
still be considered as revenue in nature unless evidence suggests otherwise. The value of dividends received in the year treated as capital in
nature, as disclosed in note 19 on the accounts, was not material in relation to capital reserves or the revenue account. The value of special
dividends receivable in any period cannot be foreseen as such dividends are declared and paid by investee companies and funds without
prior reference to the Company.
64 | Foreign & Colonial Investment Trust PLC64 | Foreign & Colonial Investment Trust PLC
2. Significant accounting policies (continued)
(xii) Use of judgements, estimates and assumptions (continued)
Dividends paid and payable in respect of the year are set out in note 9 on the accounts. The amount estimated to be transferred to revenue
reserve is less than the maximum allowed under rules in the Corporation Tax Act 2010. The Board assesses the minimum level of dividend
payable in respect of any period in accordance with Section 1158 rules, after taking into account the audited annual net revenue available for
distribution, and ensures that payments for each period comfortably exceed that minimum level.
3. Income
2017
£’000s
2016
£’000s
Income from investments:
UK dividends 12,60113,909
Overseas dividends 65,33356,499
77,93470,408
Other Income:
Rebates relating to investee funds management fees623603
Interest on cash and short-term deposits20892
Underwriting commission–14
831709
Total income78,76571,117
Income from investments comprises:
Quoted UK12,55513,568
Quoted overseas65,33356,499
Unquoted46341
77,93470,408
Included within income from investments is £2,737,000 (2016: £4,430,000) of special dividends classified as revenue in nature in accordance
with note2(c)(xii)
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FINANCIAL REPORT
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AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
4. Management fees
2017
£’000s
2016
£’000s
Payable directly to F&C:
– in respect of management services provided by the Manager (i)11,8069,539
– reimbursement in respect of services provided by sub-managers(i)3,2672,715
15,07312,254
Payable directly to Private Equity managers (ii)–308
Total directly incurred management fees15,07312,562
Incurred indirectly within funds managed by Private Equity managers (iii)4,4914,262
Total direct and indirect management fees19,56416,824
(i) 75% of these fees allocated to capital reserve arising on investments sold. See note 2(c)(vii)
(ii) 100% of these fees allocated to capital reserve arising on investments sold. See note 2(c)(vii)
(iii) Indirectly incurred fees included within the value of the respective funds
Directly incurred fees are analysed as follows:
Management fees
2017
£’000s
2016
£’000s
– payable directly to F&C 15,07312,254
– payable directly to Private Equity managers –308
15,07312,562
Less: allocated to capital reserves (see note 19)(11,305)(9,499)
Allocated to revenue account 3,7683,063
(a) Management fees payable to F&C
The Manager provides investment management, company secretarial, financial, marketing and general administrative services to the
Company under the terms of an agreement which may be terminated upon six months’ notice given by either party. In the event of a change
of control of the Manager, the Company may give three months’ notice of termination.
The Manager’s remuneration is based on a fee of 0.365% per annum of the market capitalisation of the Company, calculated at each month
end on a pro rata basis (2016: same); the fee is adjusted for fees earned by the Manager in respect of investment holdings managed or advised
by the Manager or other members of the F&C Group. Variable fees payable in respect of third party sub-managers are also reimbursed.
(b) Management fees payable to the Private Equity managers
At 31 December 2017 the Company had outstanding commitments in 28 Private Equity funds (2016:24) (see note 22(b)) . Fees in respect
of Private Equity funds are based on capital commitments and are charged quarterly against the underlying investments in those funds. The
fees are not directly incurred by the Company and are disclosed for information purposes only. The fee rates applying during 2017 varied from
0.10% per annum to 2.50% per annum (2016: 0.10% to 2.00%).
66 | Foreign & Colonial Investment Trust PLC66 | Foreign & Colonial Investment Trust PLC
5. Other expenses
2017
£’000s
2016
£’000s
Other revenue expenses
Auditors’ remuneration:
for audit and audit-related assurance services
(1)
9675
for other services
(2)
–11
Custody fees524417
Depositary fees179149
Directors’ emoluments (see Remuneration Report on pages 43 to 44):
Fees for services to the Company 349340
Subscriptions 2118
Directors’ and officers’ liability insurance 1952
Marketing1,002626
Loan commitment and arrangement fees
(3)
293312
Registrars fees153153
Professional charges 145210
Printing and postage 153152
Sundry 160243
Total other revenue expenses3,0942,758
Capital expenses (see note 19)6197
Total other expenses3,1552,855
All expenses are stated gross of irrecoverable VAT, where applicable.
(1) Total auditors’ remuneration for audit services, exclusive of VAT, amounted to £87,000 (2016: £72,000 exclusive of VAT) of which £10,000 relates to prior year.
(2) No amounts were paid to EY for non-audit services in the year (2016: £11,000 exclusive of VAT paid to PwC as auditors for taxation compliance services).
(3) Under loan facility agreements (see notes 13 and 15) the Company pays commitment fees on any undrawn portions of the facilities.
6. Finance costs
2017
£’000s
2016
£’000s
Debenture stock2424
Loans 7,2816,715
Overdrafts127150
7,4326,889
Less: allocated to capital reserves (see note 2(c)(vii) and note 19)(5,574)(5,167)
1,8581,722
The interest on the debenture stock, loans and overdrafts is further analysed as follows:
Loans and overdrafts repayable within one year, not by instalments3241,704
Debenture and loans repayable after more than one year, not by instalments (see notes
15 and 16)7,1085,185
7,4326,889
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GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
7. Taxation on ordinary activities
(a) Analysis of tax charge for the year
Revenue
£’000s
Capital
£’000s
2017
Total
£’000s
Revenue
£’000s
Capital
£’000s
2016
Total
£’000s
Corporation Tax at 19.25% (2016: 20.00%)––––––
Relief for overseas taxation ––––––
––––––
Overseas taxation6,464–6,4646,038–6,038
Indian tax on capital gains–713713–––
Total taxation (note 7(b))6,4647137,1776,038–6,038
The tax assessed for the year is lower (2016: lower) than the standard rate of Corporation Tax in the UK.
(b) Factors affecting tax charge for the year
Revenue
£’000s
Capital
£’000s
2017
Total
£’000s
Revenue
£’000s
Capital
£’000s
2016
Total
£’000s
Net return on ordinary activities before taxation 69,950472,736542,68664,431564,119628,550
Net return on ordinary activities multiplied by the standard rate of UK Corporation
Tax of 19.25% (2016: 20.00%)
13,46591,002104,46712,886112,824125,710
Effects of:
Dividends
(1)
(15,002)–(15,002)(14,082)–(14,082)
Exchange losses/(profits)
(1)
18–18(171)–(171)
Capital returns
(1)
–(94,263)(94,263)–(115,776)(115,776)
Expenses not deductible for tax purposes 871299471966
Expenses not utilised in the year 1,4323,2494,6811,3202,9334,253
Overseas tax in excess of double taxation relief6,464–6,4646,038–6,038
Indian tax on capital gains
(2)
–713713–––
Total taxation (note 7(a))6,4647137,1776,038–6,038
(1) These items are not subject to Corporation Tax within an investment trust company.
(2) The Company is liable to taxation in India on gains realised on the sale of securiites within 12 months of purchase. The tax is allocated to Capital Reserve as it relates to capital
transactions.
The Company has an unrecognised deferred tax asset of £55.1 million (2016: £51.0 million) in respect of unutilised expenses at 31 December
2017 which has not been recognised in the financial statements as it is unlikely to be utilised in the foreseeable future. Of this amount £20.8
million (2016: £19.5 million) relates to revenue expenses and £34.3 million (2016: £31.5 million) to capital expenses.
8. Net return per share
2017
pence
2017
£’000s
2016
pence
2016
£’000s
Total return98.46535,509112.69622,512
Revenue return11.6763,48610.5758,393
Capital return86.79472,023102.12564,119
Weighted average ordinary shares in issue, excluding shares held in treasury – number543,844,221552,403,894
68 | Foreign & Colonial Investment Trust PLC68 | Foreign & Colonial Investment Trust PLC
9. Dividends
Dividends on ordinary shares Register date Payment date
2017
£’000s
2016
£’000s
2015 Third interim of 2.30p8 Jan 20161 Feb 2016–12,748
2015 Final of 2.70p1 Apr 20163 May 2016–14,994
2016 First interim of 2.35p1 Jul 20161 Aug 2016–12,985
2016 Second interim of 2.35p30 Sep 20161 Nov 2016–12,901
2016 Third interim of 2.45p6 Jan 20171 Feb 201713,390–
2016 Final of 2.70p31 Mar 20172 May 201714,718–
2017 First interim of 2.50p7 Jul 20171 Aug 201713,583–
2017 Second interim of 2.50p29 Sep 20171 Nov 201713,569–
55,26053,628
A third interim dividend of 2.70p was paid on 1 February 2018 to all shareholders on the register on 5 January 2018.
The Directors have proposed a final dividend in respect of the year ended 31 December 2017 of 2.70p payable on 1 May 2018 to all
shareholders on the register at close of business on 3 April 2018. The total dividends paid and payable in respect of the financial year for the
purposes of the income retention test for Section 1159 of the Corporation Tax Act 2010 are set out below.
2017
£’000s
2016
£’000s
Revenue available for distribution by way of dividends for the year 63,48658,393
First interim dividend for the year ended 31 December 2017 – 2.50p per share (2016: 2.35p)(13,583)(12,985)
Second interim dividend for the year ended 31 December 2017 – 2.50p per share (2016: 2.35p)(13,569)(12,901)
Third interim dividend for the year ended 31 December 2017 – 2.70p per share (2016: 2.45p)(14,639)(13,390)
Proposed final dividend for the year ended 31 December 2017 – 2.70p per share (2016: 2.70p)
(estimated cost based on 542,180,712 shares in issue at 1 March 2018, excluding shares held in treasury)(14,639)(14,723)
Estimated amount transferred to revenue reserve for Section 1159 purposes
(1)
7,0564,394
(1) Represents 9.0% of total income as stated in Note 3 (2016: 6.2%)
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GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
10. Investments and derivative financial instruments
Level 1
(1)
£’000s
Level 3
(1)
£’000s
2017
Total
£’000s
Level 1
(1)
£’000s
Level 2
(1)
£’000s
Level 3
(1)
£’000s
2016
Total
£’000s
Cost at 1 January2,262,356225,8662,488,2222,118,226–254,9412,373,167
Unrealised gains at 1 January904,20540,255944,460536,021–23,384559,405
Valuation at 1 January 3,166,561266,1213,432,6822,654,247–278,3252,932,572
Purchases at cost1,362,59433,9331,396,5271,219,279–8,2011,227,480
Sales proceeds(1,303,660)(85,339)(1,388,999)(1,269,275)95(78,308)(1,347,488)
Losses on derivatives sold––––(95)–(95)
Gains on investments sold321,36258,753380,115194,126–41,032235,158
Gains/(losses) on investments held153,015(46,782)106,233368,184–16,871385,055
Valuation at 31 December of investments and derivatives3,699,872226,6863,926,5583,166,561–266,1213,432,682
Analysed at 31 December
Cost2,642,652233,2132,875,8652,262,356–225,8662,488,222
Unrealised gains/(losses)1,057,220(6,527)1,050,693904,205–40,255944,460
Valuation at 31 December of investments and derivatives3,699,872226,6863,926,5583,166,561–266,1213,432,682
Valuation of investments and derivatives
2017
£’000s
2016
£’000s
Valuation of investments at 31 December3,926,5583,432,682
Valuation of derivatives at 31 December––
Total valuation of investments and derivatives at 31 December3,926,5583,432,682
Gains/(losses) on investments and derivatives held at fair value
2017
£’000s
2016
£’000s
Gains on investments sold380,115235,158
Losses on derivatives sold–(95)
Gains on investments held at year end106,233385,055
Total gains on investments and derivatives486,348620,118
(1) The hierarchy of investments and derivative instruments is described in note 2(c)(i) and below. No derivative instruments were held in 2017 and no investments held in 2017 were
valued in accordance with Level 2.
Level 1 includes investments and derivatives listed on any recognised stock exchange or quoted on the AIM market in the UK and quoted open-ended funds.
Level 2 includes investments for which the quoted price has been suspended, forward exchange contracts and other derivative instruments.
Level 3 includes investments in private companies or securities, whether invested in directly or through pooled Private Equity vehicles, for which observable market data is not
specifically available.
Investments managed or advised by F&C
The portfolio of investments did not include at any time during the year any funds or investments managed or advised by F&C (2016: none).
Under the terms of the Company’s Management Agreement with the Manager set out in note 4, the management fee is adjusted for fees
earned by the Manager and F&C on all such holdings.
Unquoted investments
Unquoted investments include £225.3 million (2016: £264.4 million) of investments described as Private Equity, together with £1.4 million
(2016: £1.7 million) of other partnerships, the underlying portfolios of which principally comprise unlisted investments. These are valued in
accordance with the policies set out in note 2(c)(ii).
It is in the nature of Private Equity and similar unquoted investments that they may be loss making, with no certainty of survival, and that they
may prove difficult to realise. The concept of “fair value” as applied to such investments is not precise and their ultimate realisation may be at
a value materially different from that reflected in the accounts. Further details on the valuation process in respect of Private Equity investments
can be found in note 25(d).
70 | Foreign & Colonial Investment Trust PLC70 | Foreign & Colonial Investment Trust PLC
11. Substantial interests
At 31 December 2017 the Company held more than 3% of one class of the capital of the following undertakings held as investments, none of
which, in the opinion of the Directors, provide the Company with significant influence.
Investment and share class
Country of
registration and
incorporation
Number of
units/shares held
Holding
(1)
%
Open-ended Funds
BNY Mellon US Equity Income GBP W IncomeIreland12,822,1865.43
CC Japan Alpha C YenIreland1,355,9933.29
Edinburgh Partners European Opportunities Fund I GBPIreland4,418,41115.41
Fidelity Active Strategy US Fidelity Fund ALuxembourg106,1018.19
JPMorgan America Equity Fund C Net IncomeEngland8,519,00068.94
Majedie Asset Management US Equity Fund Z AccumulationIreland8,945,3947.33
Memnon European I GBPLuxembourg89,6823.32
DNCA European Select Equity IEngland7,770,88022.82
TT International Emerging Markets Unconstrained FundIreland1,335,14613.69
Private Equity Funds
Dover Street VI LPUSA–11.12
HarbourVest Partners VII – Buyout Partnership Fund LPUSA–3.86
HIPEP V – Direct Fund LPUSA–15.66
Harbourvest Partners V – Asia Pacific and Rest of World LPUSA–4.74
HIPEP VI – Emerging Markets FundUSA–12.06
HIPEP VI – Asia Pacific Fund LPUSA–4.93
Pantheon Europe Fund III LP USA– 44.41
Pantheon Europe Fund V LP Scotland– 9.29
Pantheon Asia Fund IV LPChannel Islands–8.40
Pantheon Asia Fund V LPChannel Islands–6.19
Pantheon Global Secondary Fund III LPScotland–3.50
Apposite HealthcareEngland–12.80
GraycliffUSA–4.80
Sigma ElectricUSA–5.30
Tier1CRMUSA–16.00
BPInv3England–12.70
Other Investments
Esprit Capital Fund 1 LPEngland–10.80
Utilico Emerging Markets Limited ord 10pBermuda14,450,0006.84
(1) The Company neither has a controlling interest nor significant influence in the management of any of these undertakings.
The Company had no subsidiaries at any time during the year. Since the year end the Company has signed a Limited Partnership agreement
in which it holds 100% of the Limited Partner share in the PE Investment Holdings 2018 LP and F&C holds the General Partner interest. The
Partnership is set up to partake in Private Equity investments.
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CHAIRMAN’S STATEMENT
OVERVIEW
12. Debtors
2017
£’000s
2016
£’000s
Investment debtors 5,4421,116
Prepayments and accrued income 3,7793,569
Overseas taxation recoverable 2,6921,963
Other debtors750–
12,6636,648
13. Creditors: amounts falling due within one year
Loans
Non-instalment debt payable on demand or within one year
2017
£’000s
2016
£’000s
Sterling loan £50 million repaid January 201850,000–
At 31 December 2017 there was £50m drawn down under the unsecured revolving credit facility. The facility is for £100 million with the option to
extend the commitment by a further £100 million and expires in December 2019. Interest rate margins on the amounts drawn down are dependent
upon commercial terms agreed with each bank. Commitment fees are payable on undrawn amounts at commercial rates. The Directors consider that
the carrying value of the loan is equivalent to its fair value.
14. Creditors: amounts falling due within one year
Other
2017
£’000s
2016
£’000s
Investment creditors 6,820686
Management fees payable to the Manager1,7341,999
Cost of ordinary shares repurchased194485
Other accrued expenses 1,6491,615
10,3974,785
15. Creditors: amounts falling due after more than one year
Loans
Non-instalment debt payable after more than one year
2017
£’000s
2016
£’000s
$80 million repayable April 201959,13964,743
¥6,600 million repayable April 201943,31145,796
€72 million repayable July 202263,91261,459
Loan notes £25 million repayable June 202825,00025,000
Loan notes £50 million repayable June 203150,00050,000
241,362246,998
In April 2012 the Company entered into a loan arrangement facility drawing loans in Yen and US dollars, equivalent at that date to £100 million,
at commercial fixed interest rates, expiring April 2019. Early redemption penalties apply. In July 2015 the Company entered into a further loan
arrangement facility drawing loans in Euros, equivalent at that date to £50 million, at commercial fixed interest rates, expiring July 2022. Early
redemption penalties apply. In June 2016 the Company issued fixed rate senior unsecured notes in tranches of £25 million and £50 million
sterling denominated loan notes expiring in June 2028 and June 2031 respectively. Interest rates applying to the notes are commercially
competitive and fixed until the expiry dates.
At 1 March 2018, long-term borrowings comprised $80 million, ¥6,600 million, €72 million and £75 million loan notes (£242.1 million).
The market value of the long-term loans at 31 December 2017 was £245,595,000 based on the equivalent benchmark gilts or relevant
commercially available current debt (2016: £251,035,000).
72 | Foreign & Colonial Investment Trust PLC72 | Foreign & Colonial Investment Trust PLC
16. Creditors: amounts falling due after more than one year
Debenture
2017
£’000s
2016
£’000s
4.25% perpetual debenture stock – secured575575
The 4.25% perpetual debenture stock, which was issued in 1960, is listed on the London Stock Exchange and secured by floating charges over
the assets of the Company. The market value of the debenture stock at 31 December 2017 was £429,000 (31 December 2016: £429,000).
17. Share capital
2017
Shares held in
treasury
Number
Shares entitled
to dividend
Number
Total shares in
issue
Number
Issued and fully
paid
nominal
£’000s
Ordinary shares of 25p each
Balance brought forward15,246,154546,572,862561,819,016140,455
Shares repurchased by the Company and held in treasury4,392,150(4,392,150)––
Balance carried forward19,638,304542,180,712561,819,016140,455
2016
Shares held in
treasury
Number
Shares entitled
to dividend
Number
Total shares in
issue
Number
Issued and fully
paid
Nominal
£’000s
Ordinary shares of 25p each
Balance brought forward2,845,947558,973,069561,819,016140,455
Shares repurchased by the Company and held in treasury12,400,207(12,400,207)– –
Balance carried forward15,246,154546,572,862561,819,016140,455
During the year the Company bought back 4,392,150 ordinary shares at a total cost of £25,661,000, all of which were placed in treasury. The
full cost of all shares bought back is dealt with in Capital Reserve arising on investments sold.
Ordinary shares held in treasury have no voting rights and are not entitled to dividends.
Since the year end no further shares have been bought back.
18. Capital redemption reserve
2017
£’000s
2016
£’000s
Balance brought forward and carried forward 122,307122,307
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FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
19. Other reserves
Capital reserve
arising on
investments
sold
£’000s
Capital reserve
arising on
investments
held
£’000s
Capital
reserves
– total
£’000s
Revenue
reserve
£’000s
Gains and losses transferred in current year:
Gains on investments and derivatives sold (see note 10)380,115–380,115–
Gains on investments held at year end (see note 10)–106,233106,233–
Exchange movements on foreign currency loan and cash balances 5,039(1,711)3,328–
Management fees (see note 4) (11,305)–(11,305)–
Finance costs (see note 6) (5,574)–(5,574)–
Other capital charges (see note 5)(61)–(61)–
Capital gains tax (see note 7)(713)–(713)–
Net revenue return attributable to shareholders –––63,486
Total gains and losses transferred in current year367,501104,522472,02363,486
Cost of ordinary shares repurchased in year(25,661)–(25,661)–
Dividends paid in year (see note 9)–––(55,260)
Balance brought forward 1,920,280947,2992,867,57983,094
Balance carried forward2,262,1201,051,8213,313,94191,320
Included within the capital reserve movement for the year is £1,122,000 (2016: £4,952,000) of dividend receipts recognised as capital in
nature. £1,483,000 of transaction costs on purchases of investments are included within the capital reserve movements disclosed above
(2016: £1,215,000). £798,000 of transaction costs on sales of investments are similarly included (2016: £675,000).
20. Net asset value per ordinary share
20172016
Net asset value per share – pence676.53587.92
Net assets attributable at end of period – £’000s3,668,0233,213,435
Ordinary shares of 25p in issue at end of year, excluding shares held in treasury – number542,180,712546,572,862
Net asset value per share (with the debenture stock and long term loans at market value – see notes 15 and 16) was 675.78p (31 December
2016: 587.21p).
74 | Foreign & Colonial Investment Trust PLC74 | Foreign & Colonial Investment Trust PLC
21. Reconciliation of net return before taxation to cash flows from operating activities
2017
£’000s
2016
£’000s
Net return on ordinary activities before taxation542,686628,550
Adjust for non-cash flow items, dividend income and interest expense:
Gains on investments (486,348)(620,118)
Exchange (profits)/losses(3,233)40,379
Non-operating expenses of a capital nature6197
(Increase)/decrease in debtors(793)10
Decrease in creditors (201)(117)
Dividends receivable(77,934)(70,408)
Interest payable7,4326,889
Tax on overseas income and Indian Capital Gains Tax(7,896)(6,685)
(568,912)(649,953)
Cash flows from operating activities (before dividends received and interest paid)(26,226)(21,403)
22. Contingencies and capital commitments
(a) VAT legal case
The Company reported, in its annual report and accounts to 31 December 2016, an interest in a case brought against HMRC to recover VAT
paid on management fees in the period 1997 to 2000. On 11 April 2017, the Supreme Court issued a judgment in favour of HMRC. As a
consequence the Company will not be entitled to any recoveries of VAT paid in the relevant period.
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NOTICE OF MEETING
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CHAIRMAN’S STATEMENT
OVERVIEW
22. Contingencies and capital commitments (continued)
(b) Capital commitments
The Company had the following outstanding capital commitments at the year end:
2017
Currency
2016
Currency
2017
£’000s
2016
£’000s
Managed by Harbourvest:
HarbourVest Partners VII:
– Buyout Partnership Fund LPUS$4.3mUS$4.3m3,1713,472
– Venture Partnership Fund LPUS$0.5mUS$0.5m388425
– Mezzanine Fund LPUS$0.7mUS$0.7m532583
Dover Street VI LPUS$3.1mUS$3.1m2,2972,515
Dover Street VII LPUS$3.2mUS$3.2m2,3562,580
HarbourVest Partners V – Asia Pacific and Rest of World LPUS$1.5mUS$1.5m1,1091,214
HarbourVest Partners VIII:
– Buyout Partnership Fund LP US$2.7mUS$3.6m1,9962,913
– Venture Partnership Fund LP US$0.8mUS$0.8m591647
HIPEP V – Direct Fund LP€3.0m€3.0m2,6632,561
HIPEP VI – Asia Pacific Fund LPUS$1.6mUS$3.3m1,2012,630
HIPEP VI – Emerging Markets Fund US$1.6mUS$5.2m1,2014,198
Managed by Pantheon:
Pantheon Europe Fund III LP €5.4m€5.4m4,7584,576
Pantheon Europe Fund V LP €6.3m€8.7m5,5927,426
Pantheon Asia Fund IV LPUS$3.0mUS$3.0m2,1812,387
Pantheon Asia Fund V LPUS$4.1mUS$4.1m3,0493,338
Pantheon Global Secondary Fund III LPUS$2.4mUS$2.4m1,8111,983
Managed by others:
Esprit Capital Fund I LP £0.27m£0.27m265265
Astorg VI
(1)
€4.8m€6.5m4,2965,531
Inflexion Supplemental IV
(1)
£1.4m£2.5m1,4382,522
August Equity IV
(1)
£4.8m£6.0m4,8266,000
DBAG Fund VII
(1)
€5.1m€6.3m4,5065,378
DBAG Fund VII B
(1)
€0.9m€1.2m8161,024
Procuritas VI
(1)
€6.1m€7.0m5,4215,975
Warburg Pincus China Fund
(1)
US$5.2mUS$7.3m3,8095,924
Stellex Capital
(1)
US$3.4m–2,480–
Centana
(1)
US$3.3m–2,462–
Graycliff
(1)
US$3.7m–2,766–
Apposite Healthcare
(1)
£1.6m–1,638–
Tier1CRM
(1)
––––
Sigma Electric
(1)
––––
BPInv3
(1)
––––
69,61976,067
(1) F&C is responsible for the selection and oversight of these funds, within the terms of its management agreement with the Company.
76 | Foreign & Colonial Investment Trust PLC76 | Foreign & Colonial Investment Trust PLC
23. Related party transactions
The following are considered related parties: the Board of Directors and F&C (including the Manager and fellow members of BMO).
There are no transactions with the Board other than aggregated remuneration for services as Directors as disclosed in the Remuneration
Report on page 44 and as set out in note 5 on the Accounts. There were no outstanding balances with the Board at the year end. There
were no transactions with the BMO group other than those detailed: in note 4 on management fees; in note 10, where investments managed
or advised by F&C are disclosed; in note 14 in relation to fees owed to the Manager at the Balance Sheet date; and in the Report of the
Management Engagement Committee on page 39 regarding the Management agreement in respect of Private Equity fees and a trademark
licence agreement, in respect of the “F&C” name.
24. Going Concern
The Company’s investment objective, strategy and policy are subject to a process of regular Board monitoring and are designed to ensure that the
Company is invested mainly in readily realisable, publicly listed securities and that the level of borrowings is restricted. The Company retains title
to all assets held by the Custodian and agreements cover its borrowing facilities. Cash is held with banks approved and regularly reviewed by the
Manager and the Board.
The Directors believe that: the Company’s objective and policy continue to be relevant to investors; the Company operates within a robust regulatory
environment; and the Company has sufficient resources to continue operating within its stated policy for the 12 month period commencing from the
date of this report. Accordingly, the financial statements have been drawn up on the basis that the Company is a going concern.
25. Financial Risk Management
The Company is an investment company, listed on the London Stock Exchange, and conducts its affairs so as to qualify in the UK as an
investment trust under the provisions of Section 1158 of the Corporation Tax Act 2010. In so qualifying, the Company is exempted in the UK
from corporation tax on capital gains on its portfolio of investments.
The Company’s investment objective is to secure long-term growth in capital and income through a policy of investing primarily in an
internationally diversified portfolio of publicly listed equities, as well as unlisted securities and Private Equity, with the use of gearing. In pursuing
the objective, the Company is exposed to financial risks which could result in a reduction of either or both of the value of the net assets and the
profits available for distribution by way of dividend. These financial risks are principally related to the market (currency movements, interest rate
changes and security price movements), liquidity and credit. The Board of Directors, together with the Manager, is responsible for the Company’s
risk management. The Directors’ policies and processes for managing the financial risks are set out in (a), (b) and (c) below.
The significant accounting policies which govern the reported Balance Sheet carrying values of the underlying financial assets and liabilities,
as well as the related income and expenditure, are set out in note 2 on the accounts. The policies are in compliance with UK Accounting
Standards and best practice, and include the valuation of financial assets and liabilities at fair value except as noted in (d) below and in notes
15 and 16 in respect of loans and the perpetual debenture stock. The Company does not make use of hedge accounting rules.
(a) Market risks
The fair value of equity and other financial securities, including any derivatives, held in the Company’s portfolio fluctuates with changes in
market prices. Prices are themselves affected by movements in currencies, interest rates and other macroeconomic, market and financial
issues, including the market perception of future risks. The Board’s policies for managing these risks within the Company’s objective are
set out on page 11. The Board meets regularly to review full, timely and relevant information on investment performance and financial
results. The Manager assesses exposure to market risks when making each investment decision and monitors ongoing market risk within the
portfolio.
The Company’s other assets and liabilities may be denominated in currencies other than Sterling and may also be exposed to interest rate
risks. The Manager and the Board regularly monitor these risks. Borrowings are limited to amounts and currencies commensurate with the
portfolio’s exposure to those currencies, thereby limiting the Company’s exposure to future changes in foreign exchange rates. The debenture
deed and loan contracts are agreed and signed by the Board and compliance with the agreements is monitored by the Board at each
meeting. Gearing may be short- or long-term in Sterling and foreign currencies, and enables the Company to take a long-term view of the
countries and markets in which it is invested without having to be concerned about short-term volatility.
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GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
25. Financial Risk Management (continued)
Currency Exposure
The carrying value of the Company’s assets and liabilities at 31 December, by currency, are shown below:
2017
Short-term
debtors
£’000s
Cash and
deposits/
(overdrafts)
£’000s
Debentures
£’000s
Unsecured
loans
£’000s
Short-term
creditors
£’000s
Net
monetary
assets/
(liabilities)
£’000s
Investments
£’000s
Net
exposure
£’000s
Sterling1,911(3,291)(575)(125,000)(2,075)(129,030)452,800323,770
US Dollar2,98727,617–(59,139)(1,801)(30,336)1,969,5881,939,252
Euro1,6443,932–(63,912)(544)(58,880)543,830484,950
Yen8141,597–(43,311)(211)(41,111)417,635376,524
Other5,3071,281––(5,766)822542,705543,527
Total12,66331,136(575)(291,362)(10,397)(258,535)3,926,5583,668,023
2016
Short-term
debtors
£’000s
Cash and
deposits/
(overdrafts)
£’000s
Debentures
£’000s
Unsecured
loans
£’000s
Short-term
creditors
£’000s
Net
monetary
assets/
(liabilities)
£’000s
Investments
£’000s
Net
exposure
£’000s
Sterling1,361732(575)(75,000)(2,125)(75,607)433,377357,770
US Dollar2,61921,953–(64,743)(2,262)(42,434)1,737,0411,694,607
Euro8971,368–(61,459)(179)(59,373)444,621385,248
Yen7342,314–(45,796)(219)(42,966)338,101295,135
Other1,03796–––1,133479,542480,675
Total6,64826,463(575)(246,998)(4,785)(219,247)3,432,6823,213,435
The principal currencies to which the Company was exposed were the US Dollar, Euro and Yen. The exchange rates applying against Sterling
at 31 December, and the average rates during the year, were as follows:
2017Average 2016
US Dollar1.35271.29661.2356
Euro1.12651.14531.1715
Yen152.3873145.4243144.1200
Based on the financial assets and liabilities held, and exchange rates applying at each Balance Sheet date, a weakening or strengthening of
Sterling against each of these currencies by 10% would have had the following approximate effect on annualised income after tax and on net
asset value (NAV) per share:
Weakening of Sterling
US$
£’000s
€
£’000s
2017
¥
£’000s
US$
£’000s
€
£’000s
2016
¥
£’000s
Income Statement Return after tax:
Revenue return1,9831,3707081,6371,181587
Capital return 193,92548,49537,653169,46138,52529,513
Total return195,90849,86538,361171,09839,70630,100
NAV per share – pence36.139.207.0831.307.265.51
78 | Foreign & Colonial Investment Trust PLC78 | Foreign & Colonial Investment Trust PLC
25. Financial Risk Management (continued)
Strengthening of Sterling
US$
£’000s
€
£’000s
2017
¥
£’000s
US$
£’000s
€
£’000s
2016
¥
£’000s
Income statement return after tax:
Revenue return(1,983)(1,370)(708)(1,637)(1,181)(587)
Capital return (193,925)(48,495)(37,653)(169,461)(38,525)(29,513)
Total return(195,908)(49,865)(38,361)(171,098)(39,706)(30,100)
NAV per share – pence(36.13)(9.20)(7.08)(31.30)(7.26)(5.51)
These analyses are broadly representative of the Company’s activities during the current and prior years as a whole, although the level of the
Company’s exposure to currencies fluctuates in accordance with the investment and risk management processes.
Interest rate exposure
The exposure of the financial assets and liabilities to interest rate risks at 31 December is shown below:
Within
one year
£’000s
More than
one year
£’000s
2017
Total
£’000s
Within
one year
£’000s
More than
one year
£’000s
2016
Total
£’000s
Exposure to floating rates
Cash3,461–3,46110,071–10,071
Exposure to fixed rates
Deposits 27,675–27,67516,392–16,392
Debentures–(575)(575)–(575)(575)
Other borrowings(50,000)(241,362)(291,362)–(246,998)(246,998)
Net exposures
At year end(18,864)(241,937)(260,801)26,463(247,573)(221,110)
Maximum in year(18,864)(241,937)(260,801)(100,540)(156,074)(256,614)
Minimum in year45,705(253,741)(208,036)96,248(243,380)(147,132)
Exposures vary throughout the year as a consequence of changes in the composition of the net assets of the Company arising out of the
investment and risk management processes.
Interest received on cash balances, or paid on bank overdrafts and borrowings, is at ruling market rates. The interest rate applying on the
debenture stock is set out in note 16 on the accounts. There were no material holdings in fixed interest investment securities during the year
or at the year end.
The Company’s total returns and net assets are sensitive to changes in interest rates on cash and borrowings, except in respect of the
debenture and loans (see notes 13, 15 and 16), on which the interest rates are fixed.
Based on the financial assets and liabilities held, and the interest rates pertaining, at each Balance Sheet date, a decrease or increase in interest
rates by 2% would have the following approximate effects on the Income Statement revenue and capital returns after tax and on the NAV:
Increase
in rate
£’000s
2017
Decrease
in rate
£’000s
Increase
in rate
£’000s
2016
Decrease
in rate
£’000s
Revenue return69(69)201(201)
Capital return––––
Total return69(69)201(201)
NAV per share – pence0.01(0.01)0.04(0.04)
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AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
25. Financial Risk Management (continued)
Other market risk exposures
The portfolio of investments, valued at £3,926,558,000 at 31 December 2017 (2016: £3,432,682,000) is exposed to market price changes.
The Manager assesses these exposures at the time of making each investment decision. The Board reviews overall exposures at each
meeting against indices and other relevant information. An analysis of the portfolio by country and major industrial sector is set out in the
Fund Manager’s Review.
Based on the portfolio of investments held at each Balance Sheet date, and assuming other factors remain constant, a decrease or increase
in the fair values of the portfolio by 20% would have had the following approximate effects on the net capital return attributable to equity
shareholders and on the NAV:
Increase
in value
£’000s
2017
Decrease
in value
£’000s
Increase
in value
£’000s
2016
Decrease
in value
£’000s
Income statement capital return785,312(785,312)686,536(686,536)
NAV per share – pence144.84(144.84)125.61(125.61)
(b) Liquidity risk exposure
The Company is required to raise funds to meet commitments associated with financial instruments, Private Equity investments and share
buybacks. These funds may be raised either through the realisation of assets or through increased borrowing. The risk of the Company not
having sufficient liquidity at any time is not considered by the Board to be significant, given: the large number of quoted investments held in
the Company’s portfolio (over 450 at 31 December 2017); the liquid nature of the portfolio of investments; the industrial and geographical
diversity of the portfolio and the existence of ongoing overdraft and loan facility agreements. Cash balances are held with approved banks,
usually on overnight deposit. The Manager reviews liquidity at the time of making each investment decision. The Board reviews liquidity
exposure at each meeting.
The Company has loan facilities of £325 million as set out in notes 13 and 15 on the accounts together with an option to extend by a further
£100 million. The facilities limit the amount which the Company may borrow at any one time as a proportion of the relevant portfolio of
investments and cash. The most onerous financial covenant limits total borrowings to 35% of the Company’s adjusted net asset value, which
at 31 December 2017 was £3,441 million. Actual borrowings at market value at 31 December 2017 were £295.6 million in loans (see notes
13 and 15) and £0.4 million in a debenture at market value (see note 16).
At 31 December 2017 the Company had £69.6 million outstanding commitments to Private Equity investments, payable over more than one
year (see note 22(b)).
80 | Foreign & Colonial Investment Trust PLC80 | Foreign & Colonial Investment Trust PLC
25. Financial Risk Management (continued)
The contractual maturities of the financial liabilities at each balance sheet date, based on the earliest date on which payment can be required,
were as follows:
2017
Three months
or less
£’000s
More than three
months but less
than one year
£’000s
More than
one year
£’000s
Total
£’000s
Other creditors60,425––60,425
Long-term liabilities
(1)
(including interest)1,1325,701273,842280,675
61,5575,701273,842341,100
(1) See notes 15 and 16 for maturity dates
2016
Three months
or less
£’000s
More than three
months but less
than one year
£’000s
More than
one year
£’000s
Total
£’000s
Other creditors4,785––4,785
Long-term liabilities (including interest)1,1935,885286,573293,651
5,9785,885286,573298,436
(c) Credit risk and counterparty exposure
The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for securities
which the Company has delivered. The Board reviews all counterparties used in such transactions, which must be settled on the basis of
delivery against payment (except where local market conditions do not permit).
A list of pre-approved counterparties is maintained by the Manager. Broker counterparties are selected based on a combination of criteria,
including credit rating, balance sheet strength and membership of a relevant regulatory body. The rate of default in the past has been
negligible. Payments in respect of Private Equity investments are made only to counterparties with whom a contracted commitment exists.
Cash and deposits are held with approved banks.
The Company has an ongoing contract with the Custodian for the provision of custody services. The contract was reviewed and updated
in 2017. Details of securities held in custody on behalf of the Company are received and reconciled monthly. The Depositary has regulatory
responsibilities relating to segregation and safe keeping of the Company’s financial assets, amongst other duties, as set out in the Directors’
Report. The Board has direct access to the Depositary and receives regular reports from it via the Manager.
To the extent that the Manager carries out management and administrative duties (or causes similar duties to be carried out by third parties)
on the Company’s behalf, the Company is exposed to counterparty risk. The Board assesses this risk continuously through regular meetings
with the management of F&C (including the Fund Manager) and with F&C’s Risk Management function. In reaching its conclusions, the Board
also reviews F&C’s annual Audit and Assurance Faculty Report.
The Company had no credit-rated bonds or similar securities in its portfolio at the year end (2016: none) and does not normally invest in
them. None of the Company’s financial liabilities is past its due date or impaired.
No derivative transactions were undertaken in 2017. In 2016, the Company sold £32m of gilt futures and €21m of bund futures, realising a
net loss of £95,000. The maximum exposure to credit risk on cash and debtors equates to their carrying amounts.
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FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
25. Financial Risk Management (continued)
(d) Fair values of financial assets and liabilities
The assets and liabilities of the Company are, in the opinion of the Directors, reflected in the balance sheet at fair value, or at a reasonable
approximation thereof, except for the long-term loans which are carried at amortised cost and the debenture which is carried at proceeds
less costs, in accordance with Accounting Standards. The fair values of the long-term loans and debenture at 31 December 2017 are set
out in notes 15 and 16. Borrowings under overdraft and short-term loan facilities do not have a value materially different from their capital
repayment amount. Borrowings in foreign currencies are converted into Sterling at exchange rates ruling at each valuation date.
The fair value of investments quoted on active markets is determined directly by reference to published price quotations in these markets.
Unquoted investments, including Private Equity investments, are valued based on professional advice and assumptions that are not wholly
supported by prices from current market transactions or by observable market data. The Directors make use of recognised valuation
techniques including reference to: net assets; industry benchmarks; cost of investment; roll forward of calls and redemptions; and recent
arm’s length transactions in the same or similar investments. With respect specifically to investments in Private Equity funds or partnerships,
the underlying investment advisers and managers provide regular estimated valuations to the Directors, based on the latest information
available to the managers. The Directors review these valuations for consistency with the Company’s own accounting policies and with fair
value principles. The investment advisers’ and managers’ estimated valuations relating to the Private Equity funds’ period ends are compared
annually by the Directors to the final audited annual valuations of those funds to ensure that the managers’ valuation techniques gave rise to
valid estimates. The Directors were satisfied with the results of this annual review, which took place most recently in June 2017, indicating
that the Company can, all things being equal, continue to place reliance on the Private Equity advisers’ and managers’ estimates and
valuation techniques.
(e) Capital risk management
The objective of the Company is stated as being to secure long-term growth in capital and income. In pursuing this long-term objective, the
Board has a responsibility for ensuring the Company’s ability to continue as a going concern. It must therefore maintain an optimal capital
structure through varying market conditions. This involves the ability to:
• issue and buy back share capital within limits set by the shareholders in general meeting;
• borrow monies in the short and long terms; and
• pay dividends to shareholders out of current year revenue earnings as well as out of brought forward revenue and capital reserves.
Changes to ordinary share capital are set out in note 17 on the accounts. Dividend payments are set out in note 9 on the accounts. The
Directors have no current intention to pay dividends out of capital reserves. Borrowings are set out in notes 13, 15 and 16 on the accounts.
26. Alternative Investment Fund Managers Directive (“AIFMD”)
In accordance with the AIFMD, information in relation to the Company’s leverage and the remuneration of the Company’s AIFM are required to
be made available to investors. Detailed regulatory disclosures including those on the AIFM’s remuneration policy and costs are available on
the Company’s website or from F&C on request.
The Company’s maximum and actual leverage levels at 31 December 2017 are shown below:
Leverage exposure
Gross
method
Commitment
method
Maximum permitted limit200%200%
Actual108%108%
The Leverage limits are set by the AIFM and approved by the Board and are in line with the maximum leverage levels permitted in the Company’s
Articles of Association. The AIFM is also required to comply with the gearing parameters set by the Board in relation to borrowings.
27. Securities financing transactions (“SFT”)
The Company has not, in the year to 31 December 2017 (2016: same), participated in any: repurchase transactions; securities lending or
borrowing; buy-sell back transactions; margin lending transactions; or total return swap transactions (collectively called SFT). As such, it has
no disclosure to make in satisfaction of the EU regulations on transparency of SFT, issued in November 2015.
82 | Foreign & Colonial Investment Trust PLC82 | Foreign & Colonial Investment Trust PLC
Ten Year RecordTen Year Record
All data is based on assets, liabilities, earnings and expenses as reported in accordance with the Company’s accounting policies.
Assets
at 31 December
£m20072008200920102011201220132014201520162017
Total assets less current liabilities (excl loans)2,6942,0032,0692,4252,2142,4012,6572,8383,0013,4613,960
Prior charges203221111282286322227261299248292
Available for ordinary shares2,4911,7821,9582,1431,9282,0792,4302,5772,7023,2133,668
Number of ordinary shares (million)
(1)
685679632610590577570562559547542
Net Asset Value
at 31 December
pence20072008200920102011201220132014201520162017
NAV per share363.5262.5309.8351.2326.6360.2426.1458.4483.4587.9676.5
NAV total return % – 5 years
(2)
108.6
NAV total return % – 10 years
(2)
129.3
Share Price
at 31 December
pence20072008200920102011201220132014201520162017
Middle market price per share 318.8228.5272.1309.6288.5320.5378.0421.2449.2544.0647.0
Share price High 326.3319.0275.3311.0327.9321.6383.0425.9465.0544.0649.0
Share price Low 273.0209.0185.8251.4261.5282.5320.5363.0401.6391.2542.0
Share price total return % – 5 years
(2)
125.3
Share price total return % – 10 years
(2)
156.1
Revenue
for the year ended 31 December
20072008200920102011201220132014201520162017
Available for ordinary shares – £’000s 45,90946,98935,60934,65440,27040,84144,03737,85747,262
(3)
58,393
(3)
63,486
(3)
Net revenue return per share – pence6.406.905.315.616.747.027.696.698.4210.5711.67
Dividends per share – pence5.856.456.656.757.108.509.009.309.609.8510.40
(1) Shares entitled to dividends.
(2) Source: Morningstar UK Limited.
(3) Management fees and finance costs allocated 25% to revenue account (previously 50%).
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NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Performance
(rebased at 31 December 2007)
2007200820092010 2011201220132014201520162017
NAV per share100.072.285.296.689.899.1117.2126.1133.0161.7186.1
Middle market price per share100.071.785.497.190.5100.5118.6132.1140.9170.6202.9
Net revenue return per share100.0107.883.087.7105.3109.7120.2104.5131.6165.2182.3
Dividends per share100.0110.3113.7115.4121.4145.3153.8159.0164.1168.4177.8
Consumer Prices Index100.0103.1106.0110.0114.6117.6120.0120.7120.9122.8126.5
Cost of running the Company
%
2007200820092010 2011201220132014201520162017
Expressed as a percentage of
average net assets
Total Expense Ratio
(4)
0.760.640.630.590.570.550.500.530.530.530.52
Ongoing Charges
(4)(5)
––––0.920.900.860.870.800.790.79
Total Costs
(4)(6)
––––––––––1.06
(4) See Alternative Performance Measures on page 90 for explanation
(5) Not calculated for years prior to 2011
(6) Not calculated for years prior to 2017
Gearing
(7)
at 31 December
%20072008200920102011201220132014201520162017
Net gearing7.012.26.013.215.814.38.08.98.66.97.2
(7) See Glossary of Terms “Gearing”, page 92.
Analysis of Ordinary Shareholders
Category
Holding %
at 31 Dec 2017
Holding %
at 31 Dec 2016
F&C savings plans45.044.8
Discretionary/Advisory17.717.2
Platforms (IFA
(1)
and Direct to Consumer)15.813.9
Institutions9.810.8
Direct individuals8.710.0
Old Mutual Wealth IFA
(1)
products3.03.3
100.0100.0
Source: F&C
(1) Independent Financial Adviser products
84 | Foreign & Colonial Investment Trust PLC
Notice is hereby given that the one hundred and thirty-ninth Annual
General Meeting of the Company will be held at The Brewery,
52 Chiswell Street, London EC1 on Monday, 23 April 2018 at 12
noon for the following purposes:
Ordinary Resolutions:
To consider and, if thought fit, pass the following resolutions as
ordinary resolutions:
1. To receive and adopt the Directors’ report and accounts for the
year ended 31 December 2017.
2. To approve the Directors’ annual report on remuneration
(excluding the Directors’ remuneration policy).
3. To declare a final dividend for the year ended 31 December 2017
of 2.70 pence per ordinary share.
4. To elect Mrs Beatrice Hollond as a Director.
5. To re-elect Ms Sarah Arkle as a Director.
6. To re-elect Sir Roger Bone as a Director.
7. To re-elect Ms Francesca Ecsery as a Director.
8. To re-elect Mr Simon Fraser as a Director.
9. To re-elect Mr Jeffrey Hewitt as a Director.
10. To re-elect Mr Edward Knapp as a Director.
11. To re-elect Mr Nicholas Moakes as a Director.
12. To re-appoint Ernst & Young LLP as auditors to the Company.
13. To authorise the Audit Committee to determine the remuneration
of the auditors.
14. Authority to allot shares
THAT, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to the date
hereof, the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551 of
the Companies Act 2006 (the “Act”), to exercise all the powers
of the Company to allot shares in the Company and to grant
rights to subscribe for, or convert any security into, shares in
the Company (together being “relevant securities”) up to an
aggregate nominal amount of £6,700,000 during the period
commencing on the date of the passing of this resolution and
expiring at the conclusion of the annual general meeting of the
Company in 2019 or 30 June 2019 (whichever is earlier), unless
previously revoked, varied or extended by the Company in a
general meeting (the “relevant period”) save that the Company
may, at any time prior to the expiry of this authority, make offers
or enter into agreements which would or might require relevant
securities to be allotted after the expiry of the relevant period
and notwithstanding such expiry the Directors may allot relevant
securities in pursuance of such offers or agreements.
Special Resolutions:
To consider and, if thought fit, pass the following resolutions as
special resolutions:
15. Disapplication of pre-emption rights
THAT, subject to the passing of resolution 14 above and in
substitution for any existing authority, but without prejudice
to the exercise of any such authority prior to the date hereof,
the Directors be and they are hereby authorised, pursuant to
sections 570 and 573 of the Companies Act 2006 (the “Act”),
to allot equity securities (within the meaning of section 560 of
the Act) either pursuant to the authority conferred by resolution
14 for cash or by way of a sale of treasury shares as if section
561(1) of the Act did not apply to any such allotment or transfer,
provided this authority shall be limited to:
(a) the allotment of equity securities in connection with an offer
of equity securities:
(i) to ordinary shareholders in proportion (as nearly as may
be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the Directors otherwise
consider necessary,
and so that the Directors may impose any limits or restrictions
and make any arrangements which they consider necessary
or appropriate to deal with any treasury shares, fractional
entitlements or securities represented by depositary receipts,
record dates, legal, regulatory or practical problems in, or
under the laws of, any territory or the requirements of any
regulatory body or stock exchange or any other matter; and
(b) the allotment (otherwise than under paragraph (a) of this
Resolution 15) of equity securities up to an aggregate
nominal amount of £6,700,000, and shall expire at the
conclusion of the next annual general meeting of the
Company after the passing of this resolution or on 30 June
2019 (whichever is the earlier), unless extended by the
Company in a general meeting (the “relevant period”) save
that the Company may at any time prior to the expiry of this
authority make offers or enter into agreements which would
or might require equity securities to be allotted or transferred
after the expiry of the relevant period and notwithstanding
such expiry the Directors may allot or transfer equity
securities in pursuance of such offers or agreements.
16. Share buyback authority
THAT, in substitution for any existing authority, but without
prejudice to the exercise of any such authority prior to the
date hereof, the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance with
section 701 of the Companies Act 2006 (the “Act”), to make
market purchases (within the meaning of section 693(4) of the
Notice of Annual General Meeting
Report and Accounts 2017 | 85
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GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Act) of fully paid ordinary shares of 25p each in the capital of the
Company (“ordinary shares”) on such terms and in such manner
as the Directors may from time to time determine, provided that:
(a) the maximum number of ordinary shares hereby authorised
to be purchased shall be 81,270,000 or, if less, 14.99% of
the number of ordinary shares in issue (excluding treasury
shares) as at the date of the passing of this resolution;
(b) the minimum price (exclusive of expenses) which may be
paid for an ordinary share shall be 25p;
(c) the maximum price (exclusive of expenses) which may be
paid for an ordinary share is the higher of:
(i) an amount equal to 105% of the average of the middle
market quotations for an ordinary share (as derived from
the London Stock Exchange Daily Official List) for the five
business days immediately preceding the date on which
the ordinary share is contracted to be purchased, and
(ii) an amount equal to the higher of the price of the last
independent trade for an ordinary share and the highest
current independent bid for an ordinary share on the
trading venues where the purchase is carried out;
(d) the authority hereby conferred shall expire at the conclusion
of the next annual general meeting of the Company after
passing of this resolution or on 30 June 2019, whichever is
earlier, unless such authority is varied, revoked or renewed
prior to such time by the Company in general meeting by
special resolution; and
(e) the Company may at any time prior to the expiry of such
authority enter into a contract or contracts to purchase
ordinary shares under such authority which will or may be
completed or executed wholly or partly after the expiration
of such authority and the Company may purchase ordinary
shares pursuant to any such contract or contracts as if the
authority conferred hereby had not expired.
17. That the draft articles of association of the Company, produced
to the meeting and signed by the Chairman for the purposes
of identification, be adopted as the articles of association of
the Company in substitution for, and to the exclusion of, the
Company’s existing articles of association.
By Order of the Board
For and on behalf of
F&C Investment
Business Limited
Secretary
6 March 2018
Registered office:
Exchange House
Primrose Street
London EC2A 2NY
Registered number:
12901
Notes:
1. A member is entitled to appoint one or more proxies to exercise all or any
of the member’s rights to attend, speak and vote at the meeting. A proxy
need not be a member of the Company but must attend the meeting for
the member’s vote to be counted. If a member appoints more than one
proxy to attend the meeting, each proxy must be appointed to exercise
the rights attached to a different share or shares held by that member.
2. If the Chairman, as a result of any proxy appointments, is given discretion
as to how the votes are cast and the voting rights in respect of those
discretionary proxies, when added to the interests in the Company’s
securities already held by the Chairman, result in the Chairman holding
such number of voting rights that he has a notifiable obligation under the
Disclosure Guidance and Transparency Rules, the Chairman will make
the necessary notifications to the Company and the Financial Conduct
Authority (“FCA”). As a result, any person holding 3% or more of the
voting rights in the Company who grants the Chairman a discretionary
proxy in respect of some or all of those voting rights and so would
otherwise have a notification obligation under the Disclosure Guidance
and Transparency Rules need not make a separate notification to the
Company and the FCA.
3. Any such person holding 3% or more of the voting rights in the
Company who appoints a person other than the Chairman as his proxy
will need to ensure that both he and such person complies with their
respective disclosure obligations under the Disclosure Guidance and
Transparency Rules.
4. A Form of Proxy is provided with this notice for members. If a member
wishes to appoint more than one proxy and so requires additional proxy
forms, the member should contact Computershare Investor Services
PLC on 0800 923 1506. To be valid, the Form of Proxy and any power of
attorney or other authority under which it is signed (or a notarially certified
copy of such authority) must be received by post or (during normal
business hours only) by hand at the Company’s registrars, Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY,
not less than 48 hours before the time of the holding of the meeting or
any adjournment thereof. Completion and return of a Form of Proxy will
not preclude members from attending and voting at the meeting should
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86 | Foreign & Colonial Investment Trust PLC
at 11 p.m. on 19 April 2018 (the “Specified Time”) (or, if the meeting
is adjourned to a time more than 48 hours after the Specified Time, by
11 p.m. on the day which is two days prior to the time of the adjourned
meeting) shall be entitled to attend and vote at the meeting in respect of
the number of shares registered in their name at that time. If the meeting
is adjourned to a time not more than 48 hours after the Specified Time,
that time will also apply for the purpose of determining the entitlement
of members to attend and vote (and for the purposes of determining the
number of votes they may cast) at the adjourned meeting. Changes to
the register of members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the meeting.
10. CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for the meeting
and any adjournment(s) thereof by using the procedures described in the
CREST Manual. CREST Personal Members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited’s specifications and must contain the
information required for such instruction, as described in the CREST
Manual (available via euroclear.com/CREST). The message, regardless
of whether it constitutes the appointment of a proxy or is an amendment
to the instruction given to a previously appointed proxy must, in order
to be valid, be transmitted so as to be received by the issuer’s agent (ID
number 3RA50) by the latest time(s) for receipt of proxy appointments
specified in notes 4 and 5 above. For this purpose, the time of receipt
will be taken to be the time (as determined by the time stamp applied
to the message by the CREST Application Host) from which the issuer’s
agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. After this time, any change of instructions to
proxies appointed through CREST should be communicated to the
appointee through other means.
12. CREST members and, where applicable, their CREST sponsors or
voting service provider(s) should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned to take (or,
if the CREST member is a CREST personal member or sponsored
member or has appointed a voting service provider(s), to procure that
his CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service
provider(s) are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings
(euroclear.com/CREST).
13. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001 (as amended).
they wish to do so. Amended instructions must also be received by the
Company’s registrars by the deadline for receipt of Forms of Proxy.
5. Alternatively, members may register the appointment of a proxy for the
meeting electronically, by accessing the website eproxyappointment.com
where full instructions for the procedure are given. The Control Number,
Shareholder Reference and PIN as printed on the Form of Proxy will be
required in order to use the electronic proxy appointment system. This
website is operated by Computershare Investor Services PLC. The proxy
appointment and any power of attorney or other authority under which
the proxy appointment is made must be received by Computershare
Investor Services PLC not less than 48 hours before the time for holding
the meeting or adjourned meeting or (in the case of a poll taken otherwise
than at or on the same day as the meeting or adjourned meeting) for the
taking of the poll at which it is to be used. If you want to appoint more
than one proxy electronically please contact Computershare Investor
Services PLC on 0800 923 1506.
6. Investors holding shares in the Company through the F&C Private
Investor, or Children’s Investment Plans, the F&C Child Trust Fund, Junior
ISA or in an F&C Individual Savings Account should ensure that forms
of direction are returned to Computershare Investor Services PLC not
later than 12 noon on 16 April 2018. Alternatively, voting directions can
be submitted electronically at eproxyappointment.com by entering the
Control Number, Shareholder Reference Number and PIN as printed on
the form of direction. Voting directions must be submitted electronically
no later than 12 noon on 16 April 2018.
7. Any person receiving a copy of this notice as a person nominated by a
member to enjoy information rights under section 146 of the Companies
Act 2006 (a “Nominated Person”) should note that the provisions in
notes 1, 4 and 5 above concerning the appointment of a proxy or proxies
to attend the meeting in place of a member do not apply to a Nominated
Person as only shareholders have the right to appoint a proxy. However,
a Nominated Person may have a right under an agreement between the
Nominated Person and the member by whom he or she was nominated
to be appointed, or to have someone else appointed, as a proxy for the
meeting. If a Nominated Person has no such proxy appointment right
or does not wish to exercise it, he/she may have a right under such an
agreement to give instructions to the member as to the exercise of voting
rights at the meeting.
8. Nominated Persons should also remember that their main point of
contact in terms of their investment in the Company remains the member
who nominated the Nominated Person to enjoy information rights (or,
perhaps, the custodian or broker who administers the investment on their
behalf). Nominated Persons should continue to contact that member,
custodian or broker (and not the Company) regarding any changes or
queries relating to the Nominated Person’s personal details and interest
in the Company (including any administrative matter). The only exception
to this is where the Company expressly requests a response from a
Nominated Person.
9. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations
2001 (as amended) and for the purposes of section 360B of the
Companies Act 2006 (the “Act”), the Company has specified that only
those members registered on the register of members of the Company
Report and Accounts 2017 | 87
NOTICE OF MEETING
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
14. Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as
a member provided that, if it is appointing more than one corporate
representative, it does not do so in relation to the same shares.
15. Under section 527 of the Act, members meeting the threshold
requirements set out in that section have the right to require the Company
to publish on a website a statement setting out any matter relating to:
(a) the audit of the Company’s accounts (including the auditor’s report
and the conduct of the audit) that are to be laid before the meeting;
or
(b) any circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which annual
accounts and reports were laid in accordance with section 437 of the
Act.
16. The Company may not require the members requesting any such website
publication to pay its expenses in complying with sections 527 or 528
of the Act. Where the Company is required to place a statement on a
website under section 527 of the Act, it must forward the statement
to the Company’s auditor not later than the time when it makes the
statement available on the website. The business which may be dealt
with at the meeting includes any statement that the Company has been
required under section 527 of the Act to publish on a website.
17. Any member attending the meeting has the right to ask questions.
The Company must cause to be answered any question relating to the
business being dealt with at the meeting put by a member attending the
meeting. However, members should note that no answer need be given in
the following circumstances:
(a) if to do so would interfere unduly with the preparation of the meeting
or would involve a disclosure of confidential information;
(b) if the answer has already been given on a website in the form of an
answer to a question; or
(c) if it is undesirable in the interests of the Company or the good order
of the meeting that the question be answered.
18. As at 1 March 2018, being the last practicable date prior to the printing of
this notice, the Company’s issued capital (less the shares held in Treasury)
consisted of 542,180,712 ordinary shares of 25 pence each carrying one
vote each. Therefore, the total voting rights in the Company as at 1 March
2018 are 542,180,712.
19. This notice, together with information about the total number of shares
in the Company in respect of which members are entitled to exercise
voting rights at the meeting as at 1 March 2018 being the last practicable
date prior to the printing of this notice and, if applicable, any members’
statements, members’ resolutions or members’ matters of business
received by the Company after the date of this notice, will be available at
foreignandcolonial.com.
20. Any electronic address provided either in this notice or in any
related documents (including the Form of Proxy) may not be used to
communicate with the Company for any purposes other than those
expressly stated.
21. Copies of the letters of appointment between the Company and its
Directors; a copy of the articles of association of the Company (Including
the amended form of the articles of association that are proposed to be
adopted by resolution 17) ; the register of Directors’ holdings; and a deed
poll relating to Directors’ indemnities will be available for inspection at
the registered office of the Company during usual business hours on any
weekday (Saturdays, Sundays and Bank Holidays excluded) until the date
of the meeting and also on the date and at the place of the meeting from
15 minutes prior to the commencement of the meeting to the conclusion
thereof.
22. No Director has a service agreement with the Company.
23. Under sections 338 and 338A of the Act, members meeting the threshold
requirements in those sections have the right to require the Company;
(a) to give, to members of the Company entitled to receive notice of the
meeting, notice of a resolution which may properly be moved and is
intended to be moved at the meeting, and/or
(b) to include in the business to be dealt with at the meeting any matter
(other than a proposed resolution) which may be properly included in
the business.
A resolution may properly be moved or a matter may properly be included
in the business unless:
(a) (in the case of a resolution only) it would, if passed, be ineffective
(whether by reason of inconsistency with any enactment or the
company’s constitution or otherwise),
(b) it is defamatory of any person or
(c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, and must
identify the resolution of which notice is to be given or the matter to be
included in the business, must be authorised by the person or persons
making it, must be received by the Company not later than 9 March
2018, being the date six clear weeks before the meeting, and (in the case
of a matter to be included in the business only) must be accompanied by
a statement setting out the grounds for the request.
88 | Foreign & Colonial Investment Trust PLC
Performance information
Information on the Company’s performance is provided in the half-yearly
and final reports which are sent to shareholders in August and March
respectively. More up-to-date performance information, including the
full list of investments in the portfolio as at the most recent month end,
is available on the Internet at foreignandcolonial.com under “Investor
Information”. The F&C website (at fandc.com) also provides a monthly
update on the Company’s geographic spread and largest holdings,
along with comments from the Fund Manager.
Key Information Document
The Key Information Document relating to the Company’s shares can
be found on its website at foreignandcolonial.com. This document has
been produced in accordance with the EU’s PRIIPs Regulations.
Net asset value and share price
The Company’s net asset value is released daily, on the working day
following the calculation date, to the London and New Zealand Stock
Exchanges. The current share price of Foreign & Colonial is shown in
the investment trust section of the stock market page in most leading
newspapers, usually under “For & Col”. Investors in New Zealand can
obtain share prices from leading newspapers in that country.
UK capital gains tax (“CGT”)
An approved investment trust does not pay tax on capital gains. UK
resident individuals may realise net capital gains of up to £11,300 in
the tax year ended 5 April 2018 without incurring any tax liability.
A rate of CGT of 10% will apply where taxable income and gains
do not exceed the income tax higher rate threshold (£33,500 in
2017–18 tax year). A higher rate of 20% will apply to those whose
income and gains exceed this figure.
Income tax
The final dividend of 2.7 pence per share is payable on 1 May 2018.
From 6 April 2018 the annual tax-free allowance to UK residents
on dividend income received in their entire share portfolios will be
£2,000. Dividend income received in excess of this amount will be
taxed at rates of 7.5% (basic rate taxpayers), 32.5% (higher rate
taxpayers) or 38.1% (additional rate taxpayers). The allowance for
the year ended 5 April 2018 was £5,000.
Association of Investment Companies (“AIC”)
Foreign & Colonial is a member of the AIC, which publishes a
monthly statistical information service in respect of member
companies. The publication also has details of ISA and other
investment plans available. For further details, please contact the AIC
on 020 7282 5555, or visit the website: www.theaic.co.uk.
Unclaimed dividends
The Company has engaged the services of Georgeson (a subsidiary
of Computershare) to locate shareholders, or their beneficiaries, who
have lost track of or are unaware of their investments. The service
is provided at no cost to the Company; Georgeson retain 10% of
unclaimed dividends from the shareholder on completion of each
successful claim. Alternatively, shareholders are given the option of
contacting the Registrar themselves, thereby incurring no charges.
Common reporting standards
Tax legislation under The OECD (Organisation for Economic
Co-operation and Development) Common Reporting Standard
for Automatic Exchange of Financial Account Information (“The
Common Reporting Standard”) was introduced in 2016. The
legislation requires investment trust companies to provide personal
information to HMRC on certain investors who purchase shares in
investment trusts. The Company has to provide information annually
to the local tax authority on the tax residencies of a number of non-
UK based certificated shareholders, and corporate entities.
All new shareholders, excluding those whose shares are held
in CREST, who are entered onto the share register are sent a
certification form for the purposes of collecting this information.
For further information, please see HMRC’s Quick Guide:
Automatic Exchange of Information – information for account
holders www.gov.uk/government/publications/exchange-of-
information-account-holders.
Registered in England and Wales with Company Registration No. 12901
Information for Shareholders
Warning to Shareholders – Beware of Share Fraud
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy
shares at an inflated price in return for an upfront payment.
If you receive unsolicited investment advice or requests:
• Check the Financial Services Register from fca.org.uk to see if the person or firm contacting you is authorised by the FCA
• Call the Financial Conduct Authority (“FCA”) on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date
• Search the list of unauthorised firms to avoid at fca.org.uk/scams
• Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme
• Think about getting independent financial and professional advice
If you are approached by fraudsters please tell the FCA by using the share fraud reporting form at fca.org.uk/scams where you can find out more about investment
scams. You can also call the FCA Consumer Helpline on 0800 111 6768.
If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.
Report and Accounts 2017 | 89
OTHER INFORMATION
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
Charges
Annual management charges and other charges apply according to the type of plan.
Annual account charge
ISA: £60+VAT
PIP: £40+VAT
JISA/CIP/CTF: £25+VAT
You can pay the annual charge from your account, or by direct debit (in addition to
any annual subscription limits)
Dealing charges
ISA: 0.2%
JISA/CIP/PIP: postal instructions £12, online instructions £8 per Trust
Dealing charges apply when shares are bought or sold but not on the reinvestment
of dividends or the investment of monthly direct debits for the PIP, CIP and JISA.
There are no dealing charges on a CTF but a switching charge of £25 applies if
more than two switches are carried out in one year.
Government stamp duty of 0.5% also applies on the purchase of shares (where
applicable).
There may be additional charges made if you transfer a plan to another provider or
transfer the shares from your plan.
For full details of our savings plans and charges, please read the Key Features
Document, Key Information Document (“KID”) and Terms and Conditions of the
plan – available on our website fandc.co.uk.
HOW TO INVEST
To open a new F&C savings plan, apply online at fandc.com/apply
Note, this is not available if you are transferring an existing plan with another
provider to F&C, or if you are applying for a new plan in more than one name.
New Customers:
Call: 0800 136 420
(2)
(8:30am – 5:30pm, weekdays.)
Email: info@fandc.com
Existing Plan Holders:
Call: 0345 600 3030
(2)
(9:00am – 5:00pm, weekdays)
Email: investor.enquiries@fandc.com
By post: F&C Plan Administration Centre
PO Box 11114
Chelmsford CM99 2DG
You can also invest in the trust through online dealing platforms for private investors
that offer share dealing and ISAs. Companies include: Alliance Trust Savings,
Barclays Smart Investor, Halifax, Hargreaves Lansdown, HSBC, Interactive
Investor, LLoyds Bank, Selftrade, TD Direct Investing, The Share Centre.
One of the most convenient ways to invest in Foreign & Colonial Investment Trust PLC is through one of the savings plans run by F&C.
F&C Management Limited
F&C Investments and the F&C Investments logo are trademarks of F&C Management Limited.
© F&C Management Limited 2017. Issued and approved by F&C Management Limited which
is authorised and regulated by the Financial Conduct Authority FRN: 119230 and is a member
of the F&C Group of which the ultimate parent company is the Bank of Montreal. Registered
Office: Exchange House, Primrose Street, London EC2A 2NY. Registered in England & Wales
No 517895. L56_02/17_CM11982
F&C Investment Trust ISA
You can use your ISA allowance to make an annual tax-
efficient investment of up to £20,000 for the 2018/19 tax
year with a lump sum from £500 or regular savings from £50
a month per Trust. You can also transfer any existing ISAs to
us whilst maintaining the tax benefits
F&C Junior ISA (JISA)
(1)
You can invest up to £4,260 for the tax year 2018/19 from
£500 lump sum or £30 a month per Trust, or a combination
of both. Please note, if your child already has a Child Trust
Fund (CTF), then you cannot open a separate JISA, however
you can transfer the existing CTF (held either with F&C or
another provider) to an F&C JISA
F&C Child Trust Fund (CTF)
(1)
If your child has a CTF you can invest up to £4,260 for the
2018/19 tax year, from £100 lump sum or £25 a month
per Trust, or a combination of both. You can also transfer a
CTF from another provider to an F&C CTF. Please note, the
CTF has been replaced by the JISA and is only available to
investors who already hold a CTF.
F&C Private Investor Plan (PIP)
This is a flexible way to invest in our range of Investment
Trusts. There are no maximum contributions, and investments
can be made from £500 lump sum or £50 a month per Trust.
You can also make additional lump sum top-ups at any time
from £250 per Trust.
F&C Children’s lnvestment Plan (CIP)
This is a flexible way to save for a child in our range of
Investment Trusts. There are no maximum contributions, and
the plan can easily be set up under bare trust (where the child
is noted as the beneficial owner) or kept in your name if you
wish to retain control over the investment. Investments can be
made from a £250 lump sum or £25 a month per Trust. You
can also make additional lump sum top-ups at any time from
£100 per Trust.
(1) The CTF and JISA accounts are opened in the child’s name and they have
access to the money at age 18.
(2) Calls may be recorded or monitored for training and quality purposes.
How to Invest
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
The value of investments can go down as well as up and you may not get back your original investment. Tax benefits depend on your individual
circumstances and tax allowances and rules may change. Please read our Key Information Document and Key Features Document before you invest
and this can be found on our website fandc.co.uk. F&C cannot give advice on the suitability of investing in our investment trust or savings plans. If you
have any doubt as to the suitability of an investment, please contact a professional financial adviser.
90 | Foreign & Colonial Investment Trust PLC
The Company uses the following Alternative Performance Measures (“APMs”):
Discount/Premium – the share price of an Investment Trust is derived from buyers and sellers trading their shares on the stock market. This
price is not identical to NAV per share of the underlying assets less liabilities of the Company. If the share price is lower than the NAV per
share, the shares are trading at a discount. This usually indicates that there are more sellers of shares than buyers. Shares trading at a price
above NAV per share are said to be at a premium, in which case there tend to be more buyers than sellers. The Board’s discount policy is set
out on page 12.
Net Asset Value (NAV) with Debt at Market Value – the Company’s debt (debenture and loans) is valued in the Balance Sheet (on page
58) at amortised cost, which is materially equivalent to the repayment value of the debt on the assumption that it is held to maturity. This
is often referred to as “Debt at Par”. The current replacement or market value of the debt, which assumes it is repaid and renegotiated under
current market conditions, is often referred to as the “Debt at Market Value” or “Debt at Fair value”. This Market Value is spelt out in notes 15
and 16 (pages 71 and 72) on the accounts. The difference between market and par values of the debt is subtracted from or added to
the Balance Sheet NAV on page 58 to derive the NAV with debt at market value. The NAV with debt at market value at 31 December 2017
was £3,663,936,000 (675.78p per share) and the NAV with debt at par was £3,668,023,000 (676.53p per share).
Ongoing Charges – all operating costs expected to be regularly incurred and that are payable by the Company or suffered within underlying
investee funds (including Private Equity funds), expressed as a proportion of the average daily net asset values of the Company (valued in
accordance with accounting policies) over the reporting year. The costs of buying and selling investments and derivatives are excluded, as are
interest costs, taxation, non-recurring costs and the costs of buying back or issuing ordinary shares.
Total Costs – calculated in accordance with EU rules, comprise all operating costs actually incurred by the Company in the period, including
transaction costs and interest on borrowings, together with costs suffered in the period within underlying investee funds and estimated
implicit costs of dealing(1), expressed as a proportion of the average daily NAV of the Company over the period. Taxation expense and the
costs of buying back or issuing of ordinary shares are excluded from the calculation.
The principal reasons for the excess of Total costs over Ongoing charges are as follows:
Finance costs on loans, debenture and overdrafts – £7.4m or 0.20% of net assets
Transaction charges and implicit dealing costs – £2.6m or 0.07% of average net assets
Total costs for years prior to 2017 have not been calculated.
Total Expense Ratio (TER) – an alternative measure of expenses to Ongoing Charges. It comprises all operating costs incurred in the
reporting period by the Company (see note 4 (page 65) and note 5 (page 66) on the accounts), calculated as a percentage of the average
daily net asset values (valued in accordance with accounting policies) in that year (see Ten Year Record). Operating costs exclude costs
suffered within investee funds, costs of buying and selling investments and derivatives, interest costs, taxation and the costs of buying back
or issuing ordinary shares.
Total Return – the return to shareholders calculated on a per share basis by adding dividends paid in the period to the increase or decrease
in the Share Price or NAV (with debt at market value) in the period. The dividends are assumed to have been re-invested in the form of shares
or net assets, respectively, on the date on which the shares were quoted ex-dividend. Dividends paid and payable are set out in note 9 on
page 68.
(1) the cost differential between the mid-market price of the asset (before the order is placed in the market) and the price at which the deal is struck – as defined by
PRIIPs regulations issued by the European Union (see Glossary of Terms, “PRIIPs” on page 93.
Alternative Performance Measures
Report and Accounts 2017 | 91
OTHER INFORMATION
AAF Report – Report prepared in accordance with Audit and Assurance Faculty guidance issued by the Institute of Chartered Accountants in
England and Wales.
Administrator – The administrator is State Street Bank and Trust Company to which F&C has outsourced trade processing, valuation and
middle office tasks and systems.
AGM – annual general meeting of the Company to be held on 23 April 2018.
AIC – Association of Investment Companies, the trade body for closed-ended Investment Companies.
AIFMD – Alternative Investment Fund Managers Directive. Issued by the European Parliament in 2012 and 2013, the Directive requires
that all investment vehicles (“AIFs”) in the European Union, including Investment Trusts, must appoint a Depositary and an Alternative
Investment Fund Manager (“AIFM”). The Board of Directors of an Investment Trust, nevertheless, remains fully responsible for all aspects of
the Company’s strategy, operations and compliance with regulations. The Company’s AIFM is F&C Investment Business Limited (“FCIB”), a
wholly-owned subsidiary of F&C Asset Management plc and ultimately BMO.
BMO – Bank of Montreal, which is the ultimate parent company of F&C.
Benchmark – the FTSE All-World (Total Return) Index is the benchmark against which the increase or decrease in the Company’s net asset
value is measured. The Index averages the performance of a defined selection of companies listed in stock markets around the world and
gives an indication of how those markets have performed in any period. Divergence between the performance of the Company and the
Index is to be expected as: the investments within this Index are not identical to those of the Company; the Index does not take account of
operating costs; and the Company’s strategy does not include replicating (tracking) this Index.
Brexit (referendum) – a public referendum was held on 23 June 2016 in the United Kingdom to decide whether to remain or withdraw from
membership of the European Union. The decision of the majority to withdraw has been termed “Brexit”.
Closed-ended company – a company, including an Investment Company, with a fixed issued ordinary share capital, the shares of which are
traded on an exchange at a price not necessarily related to the net asset value of the company and which can only be issued or bought back
by the company in certain circumstances.
CMA – Competition and Markets Authority, an independent non-ministerial government department which promotes competition for the
benefit of consumers.
Cum-dividend – shares are classified as cum-dividend when the buyer of a security is entitled to receive a dividend that has been declared,
but not paid. Shares which are not cum-dividend are described as ex-dividend.
Custodian – The Custodian is JPMorgan Chase Bank. The custodian is a financial institution responsible for safeguarding, worldwide, the
listed securities and certain cash assets of the Company, as well as the income arising therefrom, through provision of custodial, settlement
and associated services.
Depositary – The Depositary is JPMorgan Europe Limited. Under AIFMD rules the Company must appoint a Depositary whose duties in respect of
investments, cash and similar assets include: safekeeping; verification of ownership and valuation; and cash monitoring. Under the AIFMD rules, the
Depositary has strict liability for the loss of the Company’s financial assets in respect of which it has safe-keeping duties. The Depositary’s oversight
duties will include but are not limited to oversight of share buybacks, dividend payments and adherence to investment limits.
Derivative – a contract between two or more parties, the value of which fluctuates in accordance with the value of an underlying security.
The contract is usually short-term (for less than one year). Examples of derivatives are Put and Call Options, Swap contracts, Futures and
Glossary of Terms
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
92 | Foreign & Colonial Investment Trust PLC
Contracts for Difference. A derivative can be an asset or a liability and is a form of gearing because the fluctuations in its value are usually
greater than the fluctuations in the underlying security’s value.
Distributable Reserves – Reserves distributable by way of dividend or for the purpose of buying back ordinary share capital (see notes 2(c),
17, 18 and 19 on the accounts). Company Law requires that Share Capital and the Capital Redemption Reserve may not be distributed. The
Company’s articles of association allow distributions by way of dividend out of Capital Reserves. Dividend payments are currently made out of
Revenue Reserve. The cost of all share buybacks is deducted from Capital Reserves.
Dividend Dates – Reference is made in announcements of dividends to three dates. The “record” date is the date after which buyers of the
shares will not be recorded on the register of shareholders as qualifying for the pending dividend payment. The “payment” date is the date
that dividends are credited to shareholders’ bank accounts. The “ex-dividend” date is normally the business day prior to the record date
(most ex-dividend dates are on a Thursday).
EY – The Company’s auditors, Ernst & Young LLP.
F&C – F&C Asset Management plc and its subsidiaries (including the Manager).
F&C savings plans – the F&C Private Investor Plan, F&C Children’s Investment Plan, F&C Investment Trust ISA, F&C Junior ISA and F&C
Child Trust Fund operated by F&C Management Limited, a company authorised by the Financial Conduct Authority.
FCIB – F&C Investment Business Limited is the company that acts as Manager to the Company.
Foreign & Colonial – Foreign & Colonial Investment Trust PLC, also “the Company”.
Fund Manager – Paul Niven, an employee of the Manager with overall management responsibility for the total portfolio.
GAAP – Generally Accepted Accounting Practice. This includes UK Financial Reporting Standards (FRS) and International GAAP (IFRS or
International Financial Reporting Standards applicable in the European Union).
Gearing – this is the ratio of the borrowings of the Company to its net assets. Borrowings have a “prior charge” over the assets of a
company, ranking before ordinary shareholders in their entitlement to capital and/or income. They include: preference shares; debentures;
overdrafts and short and long-term loans from banks; and derivative contracts. If the Company has cash assets, these may be assumed
either to net off against borrowings, giving a “net” or ”effective” gearing percentage, or to be used to buy investments, giving a “gross” or
“fully invested” gearing figure. Where cash assets exceed borrowings, the Company is described as having “net cash”. The Company’s
maximum permitted level of gearing is set by the Board and is described within the Strategic Report and Directors’ Report.
Investment Company (Section 833) – UK Company Law allows an Investment Company to make dividend distributions out of realised
distributable reserves, even in circumstances where it has made Capital losses in any year, provided the Company’s assets remaining after
payment of the dividend exceed 150% of the liabilities. An Investment Company is defined as investing its funds in shares, land or other
assets with the aim of spreading investment risk.
Investment portfolios – sometimes referred to as strategies, the separate regional, global and Private Equity portfolios that together make
up the total investment portfolio of the Company.
Investment Trust taxation status (Section 1158) – UK Corporation Tax law allows an Investment Company (referred to in Tax law as an
Investment Trust) to be exempted from tax on its profits realised on investment transactions, provided it complies with certain rules. These
are similar to Section 833 above but further require that the Company must be listed on a regulated stock exchange and that it cannot
retain more than 15% of income received. The Directors' Report contains confirmation of the Company’s compliance with this law and its
consequent exemption from taxation on capital gains.
ISAE Report – Report prepared in accordance with the International Standard on Assurance Engagements.
Leverage – as defined under AIFMD rules, leverage is any method by which the exposure of an AIF (being an investment vehicle under the
AIFMD) is increased through borrowing of cash or securities or leverage embedded in derivative positions. Leverage is broadly equivalent to
gearing, but is expressed as a ratio between the assets (excluding borrowings) and the net assets (after taking account of borrowings). Under
the gross method, exposure represents the sum of the Company’s positions after deduction of cash balances, without taking account of any
Report and Accounts 2017 | 93
OTHER INFORMATION
STRATEGIC REPORT
GOVERNANCE REPORT
AUDITORS’ REPORT
FINANCIAL REPORT
NOTICE OF MEETING
OTHER INFORMATION
CHAIRMAN’S STATEMENT
OVERVIEW
hedging or netting arrangements. Under the commitment method, exposure is calculated without the deduction of cash balances and after
certain hedging and netting positions are offset against each other.
Manager (AIFM) – F&C Investment Business Limited (“FCIB”), a subsidiary of F&C Asset Management plc, which in turn is wholly owned by
the Bank of Montreal Group (“BMO”). The responsibilities and remuneration of FCIB are set out in the Business Model, Directors’ Report and
note 4 on the accounts.
Market benchmark – the Company’s existing Benchmark, the FTSE All-World (Total Return) Index, from January 2013 and the Company’s
previous benchmark which was a composite of 40% FTSE All-Share (Total Return)/60% FTSE WI World ex UK (Total Return) prior to that date.
Market capitalisation – the stock market quoted price of the Company’s shares, multiplied by the number of shares in issue. If the
Company’s shares trade at a discount to NAV, the market capitalisation will be lower than the NAV.
Net asset value (NAV) – the assets less liabilities of the Company, as set out in the Balance Sheet, all valued in accordance with the
Company’s Accounting Policies (see note 2 on the accounts) and UK Accounting Standards. The Net Assets correspond to Total
Shareholders’ Funds, which comprise the capital account, capital redemption reserve and capital and revenue reserves.
Non-executive Director – a Director who has a contract for services, rather than a contract of employment, with the Company. The
Company does not have any executive Directors. Non-executive Directors’ remuneration is described in detail in the Remuneration Report.
The duties of the Directors, who govern the Company through the auspices of a Board and Committees of the Board, are set out in the
Corporate Governance Statement.
Open-ended Fund – a collective investment scheme which issues shares or units directly to investors, and redeems directly from investors,
at a price that is linked to the net asset value of the fund.
Peer group – Investment Trusts and Funds investing in Global markets on behalf of investors, in competition with the Company and included
within either the AIC Global Sector or the Investment Association (IA) Global Sector in the UK.
PRIIPs – Packaged Retail and Insurance-based Investment Products regulations which came into force on 1 January 2018 in the UK and EU.
The regulations require generic pre-sale disclosure of investment “product” costs, risks and certain other matters. The Company’s ordinary
shares are considered to be a product for the purpose of the regulation. Costs as calculated under PRIIPs are explained within Altenative
Performance Measures on page 90, under “Total Costs”.
Private Equity – an asset consisting of shares and debt in operating companies that are not publicly traded on a stock exchange. The
holdings in such companies may be collected in a Fund which operates as a limited partnership, with Partners contributing capital to the
Fund over a period of years and receiving proportional repayments of capital and income as and when the investments are sold.
SSAE – Statement on Standards for Attestation Engagements issued by the American Institute of Certified Public Accountants.
SORP – Statement of Recommended Practice. The accounts of the Company are drawn up in accordance with the Investment Trust SORP,
issued by the AIC, as described in note 2 on the accounts.
Special Dividends – dividends received from investee companies which have been paid out of capital reconstructions or reorganisations of
the investees are sometimes referred to as Special Dividends and may be allocated to Capital Reserves in accordance with the Company’s
accounting policies and the SORP. Dividends which are unusually large in terms of the investee companies’ annual earnings or normal
payment pattern are also sometimes referred to as special but are treated as revenue in nature unless the evidence suggests otherwise.
Treasury shares – ordinary shares previously issued by the Company that have been bought back from shareholders on the open market
and kept in the Company’s own treasury. Such shares may, at a later date, be re-issued for sale on the open market or cancelled if demand is
insufficient. Treasury shares carry no rights to dividends and have no voting rights and hence are not included within calculations of earnings
per share or net asset value per share.
UK Code of Corporate Governance (UK Code) – the standards of good practice in relation to board leadership and effectiveness,
remuneration, accountability and relations with shareholders that all companies with a Premium Listing on the London Stock Exchange are
required to report on in their annual report and accounts.
Foreign & Colonial
Investment Trust PLC
Foreign & Colonial
Investment Trust PLC
FCIT/Ann/17
Registered office:
Exchange House, Primrose Street, London EC2A 2NY
Tel: 020 7628 8000 Fax: 020 7628 8188
foreignandcolonial.com
info@fandc.com
Registrars:
Computershare Investor Services PLC,
The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ
Tel: 0800 923 1506 Fax: 0870 703 6143
www.computershare.com
web.queries@computershare.co.uk
REPORT AND ACCOUNTS 31 DECEMBER 2017
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.