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Annual Financial Report

Annual Report27 March 2019FCTFinancials

F&C Investment Trust PLC

Exchange House, Primrose Street, London EC2A 2NY

Telephone +44 (0)20 7628 8000 Facsimile +44 (0)20 7628 8188

fandcit.com

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







27 March 2019



F&C INVESTMENT TRUST PLC


LEI: 213800W6B18ZHTNG7371




Report and Accounts for the year ended 31 December 2018 (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.morningstar.co.uk/uk/nsm



The report and accounts can also be downloaded from the website www.fandcit.com





Name of contact and telephone number for enquiries:

Hugh Potter

For and on behalf of BMO Investment Business Limited, Secretary

Telephone: 020 7628 8000

---

F&C
Investment

Trust PLC

Report and Accounts

31 December 2018

Formerly Foreign & Colonial

Investment Trust PLC

Report and Accounts 2018 | 1
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Overview

Company Overview 2

Financial Highlights 3

Chairman’s Statement 4

Strategic Report

Strategy and Business Model 8

Promoting the success of FCIT 10

Sustainability and our ESG policies 12

Principal policies 16

Key Performance Indicators 19

Principal Risks and Future Prospects 20

Fund Manager’s Review 22

Twenty Largest Listed Equity Holdings 28

Governance Report

Directors 30

Directors’ Report 32

Corporate Governance Statement 37

Management and Advisers 40

Report of the Management Engagement Committee 41

Report of the Nomination Committee 43

Remuneration Report 44

Report of the Audit Committee 47

Statement of Directors’ Responsibilities 52

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 independ-

ent 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 F&C 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 Auditor’s Report 53

Financial Report

Income Statement 60

Statement of Changes in Equity 61

Balance Sheet 62

Statement of Cash Flows 63

Notes on the Accounts 64

Ten Year Record 86

Analysis of Ordinary Shareholders 87

Notice of Annual General Meeting 88

Other Information

Information for Shareholders 93

How to Invest 94

Alternative Performance Measures 95

Glossary of Terms 96

2 | F&C Investment Trust PLC
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.

F&C Investment Trust PLC (“FCIT” or the “Company”) was founded in 1868 as the

first ever investment trust, and continues to evolve; 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, FCIT aims to be at the core of an investor’s portfolio.

FCIT 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 fandcit.com

The Company is registered in England and Wales with company registration number 12901

Legal Entity Identifier: 213800W6B18ZHTNG7371

Company Overview

DIVIDEND

HERO

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.

Report and Accounts 2018 | 3
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Annual dividend


per

share up 5.8% to 11.0p,

our 48th consecutive

annual increase

11.0p

Discount* of 1.5%,

our lowest year end

level for over 20 years

1.5%

Share price total return*

of -0.6%; ahead of the

benchmark of -3.4%

-0.6%

Net Asset Value total

return* of -3.3% with

debt at market value

-3.3%

Delivering long-term growth in capital and income

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.

* See Alternative Performance Measures on page 95.


The final dividend for 2018 is subject to shareholder approval at the Annual General Meeting.

In the last ten years FCIT has turned a £1,000 investment, with dividends reinvested, into £3,475.

The dividend has increased every year for the past 48 years and over the last ten years is up 70.5% or 5.5%

compound per annum, compared with inflation of 25.3% or 2.3% compound per annum.

Net asset value* per share at 31 December – penceMid-market price per share at 31 December – pence

Source: BMO GAM

Our discount has narrowed in recent years enhancing shareholder returns.

Dividends


– pence per share Share price discount* to net asset value*



at 31 December – %

Our discount has narrowed in recent years enhancing shareholder returns.

Overview

0p

100p

200p

300p

400p

500p

600p

700p

2018201720162015201420132012201120102009

-12%

-10%

-8%

-6%

-4%

-2%

0%

2018201720162015201420132012201120102009

0p

2p

4p

6p

8p

10p

12p

2018201720162015201420132012201120102009

0p

100p

200p

300p

400p

500p

600p

700p

2018201720162015201420132012201120102009

Source: BMO GAM

Source: BMO GAMSource: BMO GAM

Financial Highlights

4 | F&C Investment Trust PLC
Dear Shareholder,

After enjoying several years of double digit returns, our 150th

anniversary year turned out to be the most challenging for equity

markets since the Global Financial Crisis. Despite these headwinds our

total shareholder return of -0.6% was better than the -3.4% from the

FTSE All-World Index, which we use as our benchmark. Our Net Asset

Value (“NAV”) total return, with debt at market value, was -3.3%.

Our NAV per share with debt at market value fell from 675.8 pence to

642.9 pence per share and our share price declined from 647 pence to

100

120

140

160

180

2008201220172009201020132014201520162011

Consumer Price Index

FCIT annual dividend per share

2018

FCIT NAV and share price performance vs market benchmark

(1)

over

10 years

FCIT annual dividend per share vs Consumer Price Index over 10

years

Source: BMO GAM & Refinitiv EikonSource: BMO GAM & Refinitiv Eikon

50

100

150

200

250

300

350

400

2008201220172009201020132014201520162011

FCIT - NAV total return

FCIT - Share price total return

2018

Market benchmark⁽¹⁾

633 pence. These had both reached record highs during the year, but

a change in sentiment led the US to joining other markets in ending

down and resulted in a fall in the value of most of our investment

portfolios. Despite the turn in sentiment our US investment portfolio

performed relatively well. This, along with good relative returns from

our Emerging Markets exposure and very strong absolute gains from

our Private Equity portfolio, which is strategically positioned to provide

higher returns than the listed equity portfolios over the longer term,

helped in our modest outperformance of the benchmark.

Simon Fraser, Chairman

“Our 150th anniversary year saw our long-held aspiration of the Company’s shares

trading at or close to NAV per share being reached and our first issue of shares

since 1959.”

Chairman’s Statement

(1)

See Glossary of terms on pages 96 and 98 for explanations of “benchmark” and “market benchmark”

Report and Accounts 2018 | 5
Chairman’s Statement

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Name changes

In considering our desire to continue to grow the Company and the

optimal delivery of its investment proposition to future investors in a

rapidly changing digital world, we have reviewed how the Company

is best identified and recognised on investment platforms and in

other forums. The review led us to change the Company’s name by

resolution of the Board on 9 November 2018 from Foreign & Colonial

Investment Trust PLC to F&C Investment Trust PLC in accordance

with approval given by shareholders at last year’s AGM. We believe

prospective investors will now find it easier and quicker to find us.

At the same time as our name change, BMO Financial Group

changed the name of our management company from F&C

Investment Business Limited to BMO Investment Business Limited

(the “Manager”) and rebranded the F&C Savings Plans to “BMO”.

Cost efficiency and Manager fee review

One of our Key Performance Indicators is cost efficiency as cost

control is an important factor in the delivery of long-term growth

to shareholders. We therefore keep costs under scrutiny and review

and report two measures to shareholders. Our Total Costs ratio fell

from 1.06% to 1.01% for 2018 while our Ongoing Charges figure,

which is more forward looking, declined from 0.79% to 0.65%. The

reduction in these ratios reflect the benefits of scale obtained as a

large investment trust and lower investee funds charges following

a strategic switch out of the Global Multi-Manager funds portfolio in

the latter part of the year.

We have also put in place, with effect from 1 January 2019, a tiered

fee structure under which our Manager’s fee will now be based

on a rate of 0.35% per annum of the market capitalisation of the

Company up to £3.0 billion, 0.30% between £3.0 and £4.0 billion,

and 0.25% above £4.0 billion. This will help bring down our cost

ratios further as the Company grows with the benefits of scale being

passed on to shareholders.

Financial and corporate reporting

As we explain in the Report and Accounts, we take our investment

responsibilities very seriously and hold companies to the highest

governance standards. It is therefore imperative that we take our

own governance seriously and follow best practice requirements

as closely as we can. We were pleased that a routine review of our

Report and Accounts 2017 by the Conduct Committee of the Financial

Reporting Council raised no questions or queries from a legal and

accounting perspective. We were also very pleased to receive the

AIC’s Best Report and Accounts award in the Generalist category.

A focus on the longer term

While our one-year performance numbers are important, our

overriding investment objective centres on the delivery of longer

term growth of capital and income rather than the short-term. I

am pleased to say that over ten years the share price total return is

247.5% which is equivalent to 13.3% per annum. Over twenty years it

is 406.9%, which equates to 8.4% per annum. Dividend growth has

also been strong, with an annualised rise of 5.5% in payments over

the past decade and 7.1% over the past twenty years.

Earnings and Dividends

It was another good year for our income. This rose to £87.9m, helped

in part by £3.9m of special dividends, with Net Revenue Return per

share up to 12.8 pence per share from 11.7 pence per share in 2017.

Subject to shareholder approval at the Annual General Meeting

(“AGM”), shareholders will receive a final dividend of 2.8 pence

per share on 8 May 2019 bringing the total dividend for the year

to 11.0 pence. This rise of 5.8% compares with the 2.1% rise in the

Consumer Price Index. This adds to our long record of rises in real

terms; will be our forty-eighth consecutive annual dividend increase;

and, remarkably, will add to our record of paying a dividend in each

year since 1868.

The total dividend proposed for the year is fully covered by earnings,

and we remain confident that your Company will continue to deliver

sustainable real rises in dividend per share to shareholders. After

payment of the final dividend our revenue reserve will continue to

exceed one year’s worth of dividends.

Further improvement in the Company’s rating

Our 150th anniversary year saw our long-held aspiration of the

Company’s shares trading at or close to NAV per share being reached

and our first issue of shares since 1959. We started the year on

a discount of 4.3% but, due to improved investor demand, this

narrowed to 1.5% by its end. Our average discount was 1.3% and

for much of the second half of the year our share price traded at a

premium to NAV. The share issue was made in November and took

the form of a resale of shares that had been held in treasury as part

of our progressive discount control strategy announced in May 2015.

This issuance is believed to be the first that the Company has made

at a premium to NAV in its 150-year history. Adherence to a discount

control policy for nearly twenty years and the narrowing of the

discount more recently has helped to enhance returns for continuing

shareholders. For the first time since 2002, no shares were bought

back. Nevertheless, we are firmly committed to the use of buybacks

in normal market conditions for the benefit of shareholders in the

event of a re-emergence of the discount.

6 | F&C Investment Trust PLC
Chairman’s Statement

Paul Niven, Fund Manager, introducing

some basic concepts to primary schools

as part of FCIT’s initiative to promote

better financial education.

“He who understands

it, earns it...he who

doesn’t...pays it.”

Albert Einstein on the power of

compounding, his “eighth wonder

of the world”

Report and Accounts 2018 | 7
Chairman’s Statement

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

We are adopting early key aspects of the revised UK Code of

Corporate Governance published in 2018 and have, for the first time,

included in our Strategic Report a separate statement as to how we,

as Directors, have fulfilled our duties in taking into account the wider

interests of stakeholders in promoting the success of the Company.

As part of this we have provided more information on our approach

towards environmental, social and governance issues and some

insight into shareholder engagement activities carried out by our

Manager. We will continue to aspire to the very highest standards of

corporate reporting.

AGM and succession planning

The AGM will return to its usual venue this year, Merchant Taylors’

Hall on Thursday 2 May 2019 at 12 noon. I will stand for re-election

along with my colleagues on the Board but, as announced in October

2018, intend to retire as a Director during the course of the year. It

has certainly been a great privilege to have been so closely involved

with F&C Investment Trust during its 15th decade. The search for

a new Chairman has commenced under the leadership of our

Senior Independent Director, Sir Roger Bone. In terms of succession

planning generally, and in accordance with the Board’s tenure policy,

the implementation of a sequence of other directorship changes can

be expected to follow the appointment of the new Chairman and

continue over the next few years.

Past, present and future

On the morning of our birthday in March last year we were given the

honour of opening trading at the London Stock Exchange and were

acknowledged as being not only the first investment trust, but also

the company with its longest continuous listing. Throughout the year

we were able to acknowledge the pioneering spirit and relentless

focus of our Boards and Fund Managers over the last fifteen decades

on our core purpose of providing the investor of moderate means

access to an internationally diversified portfolio. The consistency of

our approach has delivered amazing returns for our shareholders

through the power of long-term compounding of returns. We have

calculated that an original investment of £100 with dividends

reinvested compounding at 8.1% per annum has grown to around

£12m.

While it is important to recognise and celebrate the Company’s

past and present successes there will be no complacency about the

future. Be assured that your Board continues to work hard towards

ensuring that the foundations, structure and resources for the

continuing longer term sustainable success of the Company are in

place, that the investment and marketing propositions are fit for

purpose and our diversified portfolio provides great value.

Building educational foundations

We also recognise that we have our own part to play within the

financial services industry in helping people to understand the

benefits of using their savings to invest for the longer term. This

is becoming increasingly important as today individuals must plan

much better if they are to secure their own financial wellbeing. We

are particularly focused on the younger generations by partnering

with a number of financial and educational organisations. We are

working with students of leading educational institutions who

are about to enter the workforce, with a view to helping them

appreciate and understand the value of investing for their long-term

future. Through our schools roadshow, we are introducing primary-

level children to the idea of saving; helping them understand basic

concepts such as inflation and compound interest. We intend to build

on these initiatives to create a lasting educational legacy from our

150th anniversary year.

Outlook

The future political and economic environment is perhaps even more

uncertain than ever with only a few weeks until we are expected

to leave the European Union but still no clarity as to how we are

going to do so. Globally, as well, there are question marks on the

major trading relationships between China and the US. Additionally

the speed with which technology is disrupting traditional industries

continues to accelerate.

While this extraordinary uncertainty presents considerable risks,

it also creates significant opportunities for new economic activity

and new companies. While traditional global trade routes are under

threat, new ones are developing. Through its diversified approach

to investing around the world in both private and public companies

both new and old, F&C Investment Trust is well positioned to take

advantage of these opportunities while weathering the storms. For

over 150 years the Company has endured rapid inflation as well as

deflation, world wars as well as economic booms and busts but by

taking a long-term approach to prudent risk taking across a well

diversified portfolio of stocks and shares it has continued to deliver

for its individual shareholders. I have great confidence that it will

continue to do so in the years ahead.

Simon Fraser

Chairman

11 March 2019

8 | F&C Investment Trust PLC
Investment and business strategy

With values embedded around the needs of investors of moderate

means over many generations, our investment strategy outlined above

produces outperformance and real rises in dividends over the longer

term as reported on page 19. In a changing environment in which there

is greater need for individuals to take control of their future financial

wellbeing, our wider business strategy aims to position us as a clear

and core investment choice through all available channels, particularly

for smaller investors.

Business model

The Directors have a duty to promote the success of FCIT. 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. Within policies

set and overseen by the Board of Directors, our Manager has been

given overall responsibility for the management of FCIT’s assets,

asset allocation, gearing, stock and sector selection and risk. As

part of this, it has the flexibility to blend its 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 some of the long-established

Private Equity holdings that are held in funds of funds. Engagement on

environmental, social and governance matters are undertaken through

BMO Global Asset Management Limited. Our Manager and its sister

company, BMO Global Asset Management Limited (together “BMO

GAM”), are subsidiaries of BMO Global Asset Management (Holdings)

PLC, which is owned by Bank of Montreal (“BMO”).

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 16 and 17; setting limits on gearing and asset

allocation; monitoring investment performance; and setting and

monitoring marketing budgets.

Environmental, Social and Governance (“ESG”) impact

Our ESG policies are set out on page 12 and are aligned towards the

delivery of sustainable investment performance over the longer

term. The direct impact of FCIT’s activities is minimal as it has no

employees, premises, physical assets or operations either as a

producer or a provider of goods or services. Neither does it have

customers. Its indirect impact occurs through the investments that

it makes and this is mitigated through BMO GAM’s Responsible

Ownership policy as explained on pages 12 to 15.

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 our Manager’s

Our purpose is to 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.

Strategic Report*

* Further to the provisions of the Companies Act 2006 (the “Act”) relating to the preparation of a Strategic Report, which have been amended to implement EU Directive 2014/95/EU (on non-financial and diversity

information) we have integrated the information required for a Non-Financial Information Statement (“NFIS”) into this Strategic Report with a view to cohesive reporting. The NFIS requirements are explained on

page 98 together with a guide to the location of the embedded information.

Report and Accounts 2018 | 9
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

performance. This is an essential element in the mitigation of risk, as

outlined under Principal Risks on page 20, and 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 our Manager for the year under

review and the basis on which the decision to reappoint it for another

year are set out on page 41. The management fee is based on

the market capitalisation of FCIT, thus fully aligning the Manager’s

interests with shareholders through share price performance.

Fund Manager and management of the assets

As Fund Manager on behalf of our Manager, 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

“Investment performance

and responsible ownership

are fundamental to

delivering sustainable

long-term growth in capital

and income for our

shareholders.........”

approximately 90% of our shareholder register in the hands of

tens of thousands of 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 FCIT’s investment proposition.

All available channels are used including the internet and social

media as well as the BMO Savings Plans, which remain a cost

effective and flexible way to invest in FCIT.

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 our 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. It 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 and other stakeholder issues,

including FCIT’s share price discount or premium to NAV; 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 19 and, on page

20, can see what the Directors consider to be the Principal Risks

that we face. The risk of not achieving FCIT’s objective, or of

consistently under-performing its 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

monitoring our Manager’s performance, commitment, available

resources and its 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 principal policies that support our investment and business

strategy are set out on page 16, whilst the Fund Manager’s review

of activity in the year can be found on page 22. In the light of FCIT’s

strategy, investment processes and control environment (relating

to both the oversight of its service providers and the effectiveness

of the risk mitigation activities), we have set out on page 21 our

reasonable expectation that FCIT will continue in operation for at

least the next ten years.

10 | F&C Investment Trust PLC
Promoting the success of FCIT

Directors of large companies will now have to

explain more fully how they have discharged

their duties under section 172(1) of the Companies

Act 2006 (the “Act”) in promoting the success of

their companies for the benefit of members as a

whole. This will include the likely consequences

of their decisions in the longer term and how

they have taken wider stakeholders’ needs into

account.

Our main working relationship is with the

management company that we hold to account

in managing shareholder assets. With recognition

of the need for sustainability as a fundamental

element in achieving longer term success, we

continued to work very closely with our Manager

throughout the year in further developing our

investment strategy and underlying policies. This

is not simply for the purpose of achieving FCIT’s

investment objective but to do so in an effective,

responsible and sustainable way in the interests

of shareholders, future investors and, not least,

society at large.

We have an unrestricted global mandate, but have

long recognised that the ethical and sustainability

issues the world is facing cannot be ignored by

asset managers and investment companies alike.

We have therefore included on pages 12 to 15

additional information on our approach towards

responsible investment. We are very supportive

of BMO GAM’s approach, which focuses on

engagement with the investee companies on ESG

issues and how these link with the United Nations

Sustainable Development Goals (“SDGs”).

The portfolio activities undertaken by our

Manager, including the specific strategic decisions

concerning a reallocation away from the Global

Multi-Manager portfolio towards the US and

Global Smaller Companies, can be found in the

Fund Manager’s Review on page 26. We also took

the decision to raise by private placement £75m

30-year loan notes to augment our longer term

structural gearing at historically low rates for the

purpose of enhancing returns for many years to

come.

One of our long-term strategic aspirations has

been that the Company’s shares should trade

consistently at a price close to the NAV per share.

For much of the second half of the year, and

beyond, the shares traded at a small premium

enabling the first share issue in decades.

Another decision taken that will be of benefit

over the longer term relates to a reduction of the

Manager’s fee rate as explained in the Chairman’s

Statement and on pages 41 and 42. Costs can eat

away at investment returns so we have put in

place a tiered structure which will mean that, as

FCIT grows over time, the benefits of scale will

effectively be passed on to shareholders.

As long-term investors we always look to the

future and to the role and success of FCIT in that

context. We recognise that, more than ever

before, the financial services industry needs to

create simple to use, transparent investment

products that help everybody in society invest for

the longer term and secure their financial future.

We believe that FCIT provides a clear investment

choice, particularly for smaller investors. We

therefore took the opportunity in the 150th

anniversary year to promote the Company through

marketing and public relations initiatives and, at a

wider social level, by supporting broader financial

education across schools and universities. We plan

to continue and develop these initiatives and will

continue to work towards the optimal delivery

of the Company’s investment proposition and to

promote the success of FCIT for the benefit of all

shareholders, stakeholders and the community

at large.

Report and Accounts 2018 | 11
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Simon Fraser (Chairman), Richard Wilson (CEO of BMO GAM), Sir Roger Bone (Senior

Independent Director) and Joan Mohammed (Chief Operating Officer of BMO GAM) mark

150 years since launch and as the oldest continuously listed company on the London

Stock Exchange with the ringing of the opening bell in March 2018.

12 | F&C Investment Trust PLC
Our approach

Environmental, social and governance issues can present both

opportunities and threats to the long-term investment performance

we aim to deliver to our shareholders. We are therefore committed to

taking a responsible approach to ESG matters in ensuring that we have

appointed a manager that applies the highest standards of ESG practice

in managing FCIT’s investments on behalf of shareholders. Our approach

covers our own responsibilities on matters such as the composition of the

Board, and also the impacts we have via the investments made on our

behalf by our Manager and its sub-managers, which we recognise as the

most material way in which we have an impact.

As responsible investment and sustainability are integral to the longer

term delivery of growth in capital and income, we believe that our

disclosures should go beyond minimum standards. Our aim is to be

proactive in reporting our ESG approach and to promote best practice

in reporting by investment trusts generally. In setting and reporting on

our ESG policies, we have considered the impacts of our activities and

followed the relevant regulatory guidance including the requirements

of section 172(1) of the Act and, in so far as they apply, the non-financial

reporting requirements

(1)

in sections 414CA and 414CB of the Act. Although

FCIT does not fall within the scope of these two sections, we believe

that it will provide shareholders and stakeholders with a greater level of

insight and transparency by so reporting. We have also reported under

the UK Corporate Governance Code (the “UK Code”) published in 2016

as well as a number of the key aspects of the revised UK Code issued in

2018 and fully applicable from 1 January 2019.

Responsible ownership

We support BMO GAM in its belief that good governance and sustainability

practices create value. BMO GAM is a signatory to the United Nations

Principles for Responsible Investment (“UNPRI”) under which signatories

contribute to the development of a more sustainable global financial

system. As such it aims to systematically incorporate ESG 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. Investee company boards are expected to disclose to shareholders

that they are applying appropriate oversight, on material issues such as

labour standards, environmental management and tax policies.

We believe that engaging with companies is best in the first instance

rather than simply divesting or excluding investment opportunities.

Engagement with companies on significant ESG matters, so as to reduce

risk, improve performance, encourage best practice and underpin long-

term investor value forms an important part of BMO GAM’s approach

towards responsible investment.

Voting on portfolio investments

BMO GAM’s Corporate Governance Guidelines set out expectations of the

boards of investee companies in terms of good corporate governance.

We expect to be informed by our Manager of any sensitive voting issues

involving FCIT’s investments. In the absence of explicit instructions from

the Board, our managers are empowered to exercise discretion in the use

of FCIT’s voting rights. All shareholdings are voted at all listed company

meetings worldwide where practicable in accordance with the managers’

own corporate governance policies. A brief summary of voting in 2018 is

set out on page 14.

BMO GAM’s statement of compliance with the UK Stewardship Code

has been reviewed and endorsed by the Board, which encourages

and supports BMO GAM on its voting policy and its stance towards ESG

issues. The statement has been awarded Tier 1 status by the FRC for its

Stewardship Code Compliance Statement, the highest possible ranking. It

is available on BMO GAM’s website.

Sustainability and our ESG policies

As stewards of over £3.7 billion of shareholder assets, and a voice as a shareholder in many companies, we

have a duty through our Manager to influence and support positive change.

“...engaging with companies is

best in the first instance rather

than simply divesting or excluding

investment opportunities.”

(1)

See Glossary of terms on page 98 for an explanation of the Non-Financial Information Statement

and where the information is referenced within the Strategic Report.

Report and Accounts 2018 | 13
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

In 2018, BMO GAM engaged 164 companies in the FCIT portfolio, across 25

countries. This engagement is aimed both at addressing material risks, and

also at promoting more sustainable practices with investee companies, in

line with the SDGs; a set of 17 goals for a more sustainable future by 2030.

The most common topic for discussion was corporate governance, where

BMO GAM pressed for improvements in areas including executive pay,

board diversity and the balance of independent directors. 2018 saw

a particular focus on business conduct issues, where topics included

responsible tax policies and cybersecurity. With the protection of data

becoming a high priority both for regulators and consumers, BMO GAM

encouraged companies to put in place strong governance structures

including board-level oversight. Environmental issues were prominent

in the engagement with extractives companies in particular, where the

objective has been to press companies to develop and disclose long-term

strategies taking into account different future climate scenarios.

Engagement

9

%


Environmental

Standards

20

%


Business Conduct

3

%


Human Rights

9

%


Labour Standards

10

%


Public Health

5

%


Climate Change

44

%


Corporate

Governance

companies engaged

across 25 countries

FCIT

164

Examples of engagement in practice

CompanyTopicEngagement

Amazon.com

Labour

Standards

In 2017 BMO GAM assembled an investor coalition representing US$2.3 trillion and wrote to the CEO, calling

for stronger policies and disclosure to protect labour standards for workers and contractors. This resulted in

dialogue with Amazon.com and in 2018 we were pleased to see steps taken to raise wages for US workers,

but BMO GAM believe further progress is still needed and will continue to engage.

Royal Dutch Shell

Climate

Change

BMO GAM has engaged intensively with Royal Dutch Shell including 10 meetings with its board and

senior executives over the past three years. In 2018 we saw significant progress, with the company

adopting strong ambitions to cut the net carbon footprint of its operations and its products, and

committing to link this to pay policy.

GlaxoSmithKline

(“GSK”)

Responsible

Drug Pricing

A key issue for pharmaceutical companies is affordability of drugs, not only in emerging markets

but also amongst lower-income consumers in developed markets. BMO GAM hosted an event with

11 pharmaceutical companies on the topic in 2017 and has collaborated with the Access to Medicine

Foundation to press for companies, including GSK, to improve their policies and disclosure. In the latest

Access to Medicine Index, GSK was ranked in first place.

14 | F&C Investment Trust PLC
Voting

We expect our shares to be voted on all holdings where possible. In

2018 BMO GAM and the US sub-managers in total voted in favour of

85% of resolutions at 531 shareholder meetings.

One of the most contentious voting issues was remuneration. Either

by voting against or abstaining, BMO GAM did not support over 35% of

all management resolutions relating to pay, often due to either poor

disclosure or a misalignment of pay with long-term performance. In

the case of concerns relating to decision-making on company boards,

lack of genuinely independent directors or directors overcommitted

through other directorships, BMO GAM cast votes against 17% of those

standing for election.

15

%


Votes against

management

85

%


Votes with

management

meetings voted

Climate change

Of all the ESG issues our managers consider, climate change is one of

the most important both in terms of the scale of potential impact and

in how widespread this impact could be across sectors and regions.

We expect our managers to incorporate considerations around climate

change risks and opportunities in their investment processes.

This year we are disclosing the carbon footprint of FCIT’s investments,

in line with the recommendations of the Task force on Climate-related

Financial Disclosures. This measures the amount of greenhouse

gas emissions produced by each investee company, per US$1m of

revenue they generate. This is then aggregated for FCIT as a whole,

using the portfolio weights of the companies, and compared with the

benchmark.

The carbon footprint is a measure of the carbon intensity of the

companies we invest in. Whilst it does not provide a full picture of

climate risks – since it does not, for instance, capture the innovation

that companies may be undertaking to find solutions – it is a valuable

starting point both for analysis and for shareholder dialogue.

In 2018 FCIT’s carbon footprint was 30% below the benchmark. The

main reason for this was that compared with the benchmark, FCIT has

a relatively smaller share of its overall holdings in two sectors which

have a high emissions intensity – energy and utilities. We will continue

to monitor this metric.

2018

0

50

100

150

200

250

FCIT

Benchmark

(1)

Tons CO₂e / sales $m

203

142

Voting

Climate change

(1)

See Glossary of terms on page 96 for explanations of “benchmark”

FCIT

531

Report and Accounts 2018 | 15
Strategic ReportStrategic Report

“Finance could be, should

be and will be the decisive

factor – the difference

between winning and losing

the war. Finance in its very

nature is forward-looking.

We must make sure that it

works not only for profit but

for the future of people and

the planet.”

United Nations Secretary-General,

António Guterres

Investing in sustainability leaders

ESG issues present opportunities as well as risks. FCIT has investments in

a number of companies which BMO GAM has identified as being leaders

in providing sustainable solutions, through the products and services

they provide.

We believe that companies such as these can provide both sound long-

term financial returns hand in hand with a positive sustainability impact.

As challenges such as climate change, water shortages and population

growth intensify, companies able to provide solutions to these issues

should find their goods and services in ever greater demand.

Notable examples include:

Clicks Group: Clicks Group owns South Africa’s largest pharmacy

chain, as well as the country’s leading pharmaceutical wholesaler. This

company has a commitment to support the government’s agenda to

increase access to affordable medicines. Through its retail chain, it runs

over 200 clinics, which provided almost 900,000 primary healthcare

services in 2018. It is also addressing the undersupply of pharmacists

in South Africa through funding bursaries and providing internships;

and has been outspoken in calling for action by regulators to overcome

barriers to the provision of cheaper generic drugs.

HDFC Bank: HDFC is one of India’s largest banks, with almost 5,000

branches. It has a substantial rural lending business and, alongside

this, a sustainability programme which includes a focus on rural

development, where activities have included the installation of irrigation

projects and solar lamps.

Novo Nordisk: Danish pharmaceutical company Novo Nordisk focuses

on treatments for diabetes, a condition which already affects over 400

million people and is growing rapidly. It has extensive programmes to

ensure the affordability of diabetes treatment, including its Access to

Insulin commitment, which guarantees provision of affordable insulin to

patients in low-income countries.

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

16 | F&C Investment Trust PLC
Investment

FCIT is required to have a publicly stated Investment Policy from which

shareholders, prospective investors and stakeholders can understand

the scope of its investment remit and constraints imposed under it.

Any material changes to the stated policy can only be made with

shareholder approval.

FCIT’s remit is global. 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 our Manager. 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 FCIT’s articles of association, with limited exceptions, no single

investment may be made by FCIT 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 BMO GAM at the time of acquisition, and any such investment

requires specific Board approval.

FCIT 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.

The Board carries out due diligence with regard to the Investment

Policy and underlying policies at each of its Board meetings receiving

regular reports from the Fund Manager. Confirmation of adherence

to the investment restrictions and limitations set by the Board are

required at each meeting. The Fund Manager’s Review on pages 22

to 27 provides an overview of the outcome from the application of

the Investment Policy and the underlying policies during the course

of the year.

Borrowing

Using its closed-ended investment company structure, FCIT has a long

record of successfully using gearing to enhance shareholder returns

although this was a marginal detractor in 2018. FCIT’s policy is to

borrow in sterling or foreign currency over short, medium or long-

term periods and normally within a range of 0 – 20% of shareholders’

funds. The Board monitors borrowing levels and covenant headroom

at each Board meeting.

Dividend

FCIT’s revenue account is managed with a view to 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.

The Board applies due diligence and determines payments by taking

account of timely income forecasts, brought forward distributable

reserves, prevailing inflation rates, the dividend payment record

and Corporation Tax rules governing investment trust status. Risks

to the dividend policy have been considered as part of the Principal

Risks and Future Prospects reviews noted on page 20. They include:

worldwide financial and political instability leading to significant

deterioration in the level of income received by FCIT; and unforeseen

and significant changes to FCIT’s regulatory environment. FCIT has

sufficient liquid resources to fund any envisaged level of dividend

payment.

The consistent application of this policy has enabled FCIT to pay an

increased dividend every year for the past 48 years and the total

proposed payment for 2018 is fully covered by earnings.

Principal Policies

FCIT’s principal policies support the Company’s investment and business strategies towards the attainment of

long-term sustainable growth for our shareholders.

Report and Accounts 2018 | 17
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Discount/premium

Over many years the Board has consistently applied a discount control,

or “buyback”, policy. Under this policy the Board buys back shares for

the benefit of shareholders where it sees value and, importantly, in

pursuit of a sustainably low deviation between the share price and

NAV per share in normal market conditions. The policy and the levels

within which it has operated have continually been reviewed with the

aim of achieving the long-held aspiration of FCIT’s shares trading at or

close to NAV. Shares held in treasury can be sold, or new shares issued,

in order to satisfy shareholder demand and, conversely, to moderate

the premium to which the share price can rise in relation to the NAV

per share. The Board reviews the discount and premium levels at each

meeting. For the first time in many years it was unnecessary to buy

back any shares in 2018. For much of the second half of the year the

shares traded at a premium and new shares were issued by way of a

sale from treasury.

Taxation

As an investment trust, it is essential that FCIT retains its tax status

by complying 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. The Board’s policy towards taxation is one of full

commitment to complying with applicable legislation and statutory

guidelines. In applying due diligence towards the retention of Section

1158 status and adhering to its tax policies, the Board receives regular

reports from the Manager. FCIT has received approval from HMRC as

an investment trust under Section 1158 and has since continued to

comply with the eligibility conditions.

Board diversity

The Board’s policy towards 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

and contributions from an international perspective. The policy is

always to appoint the best person for the job and, by way of this policy

statement, it is confirmed that there will be no discrimination on the

grounds of gender, race, ethnicity, religion, sexual orientation, age or

physical ability.

The overriding aim of the policy is to ensure that the Board is

composed of the best combination of people for ensuring the delivery

of investment out-performance for shareholders over the longer term

in the form of sustainable growth in both capital and income. The

policy is applied for the purpose of appointing individuals that, together

as a board, will continue to achieve that aim as well as ensuring

optimal promotion of the Company’s investment proposition in the

marketplace. In terms of progress in achieving diversity, the gender

balance of five men and three women Directors exceeds the target

of 33% of women on FTSE 350 company boards by 2020 set under

The Hampton-Alexander Review. This is the independent review body

which aims to increase the number of women on FTSE 350 boards. The

Board notes the recommendations of the Parker Review Committee

for each FTSE 250 company to have at least one director from an ethnic

minority background by 2024 as part of the drive to improve the ethnic

and cultural diversity of UK company boards.

Integrity and business ethics

The Board applies a strict anti-bribery and anti-corruption policy

insofar as it applies to any directors or employee of BMO GAM or of

any other organisation with which FCIT 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.

“...there is much to be done

and gained in helping people

to understand the concepts and

benefits of saving and investing for

the longer term.”

Supporting financial education in the community

As a company founded on the principle of providing stockmarket

access and diversified risk to investors of moderate means, FCIT’s role

is perhaps even more relevant today. While investors face a world

in which they are having to take greater control of their own future

financial well-being, there is much to be done and gained in helping

people to understand the concepts and benefits of saving and investing

for the longer term. In recognising this need and the benefits of its

alignment in terms of FCIT’s own future shareholder base, the Board

has adopted a policy of supporting broader financial education across

schools and universities. In implementing this policy, a programme of

initiatives was carried out by FCIT during the year often with the direct

participation of Board members. The results of these initiatives are

being measured and assessed with the intention of developing this

further with the aim of building lasting educational foundations that will

be of benefit to shareholders and stakeholders and, not least, younger

generations and the community at large.

18 | F&C Investment Trust PLC
Strategic Report

“F&C Investment Trust will celebrate its

200th anniversary in 2068.... There could

be no greater testament to F&C Investment

Trust’s democratic, diligent and disruptive

tradition, built over the course of two

centuries, than for this to be the case.”

Millennials expert, Dr Eliza Filby, speaking

at the F&C Investment Trust lecture at the

Guildhall, London, in March 2018.

Report and Accounts 2018 | 19
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

(1) See Alternative Performance Measures on page 95 for explanation

(2) See Glossary of terms on pages 96 and 98 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.

Efficiency: Costs

Year to:

31 Dec

2018

%

31 Dec

2017

%

31 Dec

2016

%

31 Dec

2015

%

31 Dec

2014

%

The Board’s policy is to control the costs of running the Company

Ongoing charges

(1)

0.650.790.790.800.87

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)

1.011.06n/an/an/a

Source: BMO GAM

Discount: Share price discount to NAV

Year ended:

31 Dec

2018

%

31 Dec

2017

%

31 Dec

2016

%

31 Dec

2015

%

31 Dec

2014

%

The Board’s discount policy aspiration is to see the Shares trading at or

close to NAV per share.

Discount at 31 December1.54.37.47.08.1

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 year1.36.79.77.310.3

Source: BMO GAM

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.

FCIT dividend5.84.64.15.5

This shows the Company’s compound annual dividend growth rate and

compares it to the Consumer Prices Index.

Consumer Prices Index2.12.21.52.3

Source: BMO GAM and Refinitiv Eikon

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

FCIT share price(0.6)48.984.3247.5

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.

FCIT NAV (with debt at market value)(3.3)39.965.2202.0

Market benchmark

(2)

(3.4)42.464.9203.6

AIC Global Sector Median share price

(investment companies)

(3)

(7.2)38.658.1236.8

AIC Global Sector Median NAV

(investment companies)

(3)

(6.3)35.555.3203.9

IA Global Sector Median

(open-ended funds)

(3)

(6.2)33.047.8158.9

Consumer Prices Index2.16.87.625.3

Source: BMO GAM, Morningstar UK Limited and Refinitiv Eikon

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.

Key Performance Indicators

Strategic Report

Data tracking is being developed to measure the marketing and promotional initiatives designed to deliver the Company’s investment proposition and

help improve access to the investment channels through which the Company’s shares can be bought.

20 | F&C Investment Trust PLC
The Board has carried out a comprehensive robust assessment of the principal risks as well as the

uncertainties that could threaten FCIT’s success. The consequences for its business model, liquidity, future

prospects and viability form an integral part of this assessment.

Principal RisksMitigationActions taken on Principal Risks in the year

Business strategy fails to meet investor needs or

access the targeted market 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 a continual basis.

The Board has continued to develop the overall business strategy as outlined on page 8 in

conjunction with the Manager. Marketing campaigns continued throughout the year and

while the share price total return was down slightly, as reported under the Key Performance

Indicators on page 19, the average discount was 1.3% with no buybacks being necessary. As

such, this risk is categorised as reduced.

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. BMO GAM’s Performance and Risk Oversight

team provides independent oversight on investment risk management for the directly

managed portfolios. The portfolio is diversified and FCIT’s structure enables it to take a long-

term view of countries, markets and currencies. FCIT 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 FCIT relative to its market benchmark, its peers and inflation is a

KPI measured by the Board on a continual basis.

Portfolio activities over the year are outlined in the Fund Manager’s Review starting on

page 22 along with his views concerning any economic and earnings downturn. As set

out in note 25(c) on the accounts, a portion of non-sterling exposure was hedged through

the purchase of £100m to offset the potential impact on valuations in the event of a

breakthrough in Brexit negotiations and substantial rise in the value of sterling. As reported

in the Key Performance Indicators on page 19, long-term performance remains in line with

expectations and the dividend for the year is again fully covered. Nevertheless, the overall

level of uncertainty indicates that this risk has increased.

Failure of BMO GAM to continue to operate

effectively through loss of key staff, inadequate

investment and support capability, systems or

resource.

The Board regularly reviews the strength of the Manager’s investment management and

client services resources with BMO GAM and meets their risk management team to review

internal control and risk reports. The Manager’s appointment is reviewed annually and 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 BMO GAM’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 41. The viability, systems and staffing capabilities of the Manager were

fully reviewed by the Board and a decision was taken to continue with its services. Thorough

review and challenge of the Manager were provided through the Audit Committee, the

Management Engagement Committee and the Board. As such, this risk is unchanged.

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 BMO GAM covering risk and compliance,

including oversight of third party service providers. The Board has access to BMO GAM’s

Head of Business Risk and their Group Information Security Officer, International and requires

any significant issues directly relevant to FCIT to be reported immediately. The Depositary

is liable for loss of any of FCIT’s securities and cash held in custody unless resulting from an

external event beyond its reasonable control.

The Board additionally monitors efficiency of service providers’ processes through

efficiency KPIs.

The Audit Committee regularly reviews FCIT’s risk management framework with the

assistance of the Manager. Supervision of third party service providers has been maintained

by BMO GAM and includes assurances regarding IT security and increasing cyber-threats. The

Depositary maintained oversight of custody of investments and cash and its regular reports

to the Board indicated no matters of concern. The Board engaged with the Manager and

other data processors to implement, comply and embed the necessary safeguards under the

General Data Protection Regulations introduced in May 2018. As such, this risk is unchanged.

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 and identifying emerging risks are set out on

page 48 and in note 25 on the accounts. The risks are unchanged

from those reported in the prior year. The principal risks identified

as most relevant to the assessment of FCIT’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 FCIT’s assets. Our risk evaluation forms

an inherent part of our strategy determination described on page 8.

Increased during the year under

review

Reduced throughout the year under

review

Unchanged throughout the year

under review

Unchanged throughout the year

under review

Principal Risks and Future Prospects

Report and Accounts 2018 | 21
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Principal RisksMitigationActions taken on Principal Risks in the year

Business strategy fails to meet investor needs or

access the targeted market 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 a continual basis.

The Board has continued to develop the overall business strategy as outlined on page 8 in

conjunction with the Manager. Marketing campaigns continued throughout the year and

while the share price total return was down slightly, as reported under the Key Performance

Indicators on page 19, the average discount was 1.3% with no buybacks being necessary. As

such, this risk is categorised as reduced.

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. BMO GAM’s Performance and Risk Oversight

team provides independent oversight on investment risk management for the directly

managed portfolios. The portfolio is diversified and FCIT’s structure enables it to take a long-

term view of countries, markets and currencies. FCIT 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 FCIT relative to its market benchmark, its peers and inflation is a

KPI measured by the Board on a continual basis.

Portfolio activities over the year are outlined in the Fund Manager’s Review starting on

page 22 along with his views concerning any economic and earnings downturn. As set

out in note 25(c) on the accounts, a portion of non-sterling exposure was hedged through

the purchase of £100m to offset the potential impact on valuations in the event of a

breakthrough in Brexit negotiations and substantial rise in the value of sterling. As reported

in the Key Performance Indicators on page 19, long-term performance remains in line with

expectations and the dividend for the year is again fully covered. Nevertheless, the overall

level of uncertainty indicates that this risk has increased.

Failure of BMO GAM to continue to operate

effectively through loss of key staff, inadequate

investment and support capability, systems or

resource.

The Board regularly reviews the strength of the Manager’s investment management and

client services resources with BMO GAM and meets their risk management team to review

internal control and risk reports. The Manager’s appointment is reviewed annually and 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 BMO GAM’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 41. The viability, systems and staffing capabilities of the Manager were

fully reviewed by the Board and a decision was taken to continue with its services. Thorough

review and challenge of the Manager were provided through the Audit Committee, the

Management Engagement Committee and the Board. As such, this risk is unchanged.

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 BMO GAM covering risk and compliance,

including oversight of third party service providers. The Board has access to BMO GAM’s

Head of Business Risk and their Group Information Security Officer, International and requires

any significant issues directly relevant to FCIT to be reported immediately. The Depositary

is liable for loss of any of FCIT’s securities and cash held in custody unless resulting from an

external event beyond its reasonable control.

The Board additionally monitors efficiency of service providers’ processes through

efficiency KPIs.

The Audit Committee regularly reviews FCIT’s risk management framework with the

assistance of the Manager. Supervision of third party service providers has been maintained

by BMO GAM and includes assurances regarding IT security and increasing cyber-threats. The

Depositary maintained oversight of custody of investments and cash and its regular reports

to the Board indicated no matters of concern. The Board engaged with the Manager and

other data processors to implement, comply and embed the necessary safeguards under the

General Data Protection Regulations introduced in May 2018. As such, this risk is unchanged.

Through a series of connected stress tests ranging from moderate to extreme scenarios and

based on historical information, but forward-looking over the ten years commencing 1 January

2019, 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.

• The impact of substantial fluctuations in exchange rates on asset values and dividend income.

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 beyond ten years; and

• the corporate governance principles 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.

Based on its assessment and evaluation

of FCIT’s future prospects, the Board has a

reasonable expectation that FCIT will be

able to continue in operation and meet its

liabilities as they fall due over the coming

ten years; FCIT’s business model, strategy

and the embedded characteristics listed

below have helped define and maintain

the stability of FCIT over many decades.

The Board expects this to continue over

many more years to come.

• FCIT has a long-term investment

strategy under which it invests mainly

in readily realisable, publicly listed

securities and which restricts the level

of borrowings.

• FCIT’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.

• FCIT 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.

• FCIT is able to take advantage of its

closed-ended investment trust structure

such as securing long-term borrowings

and has the ability to secure additional

finance in excess of ten years.

• FCIT 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.

• There is rigid monitoring of the

headroom under FCIT’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.

• FCIT retains title to all assets held by the

Custodian which are subject to further

safeguards imposed on the Depositary.

• FCIT maintains a business continuity

plan including increased awareness on

preventing cyber attacks.

Ten Year Horizon

Strategic Report

22 | F&C Investment Trust PLC
Investment Performance in 2018

Following a period of unusually smooth progress 2018 saw a return

of volatility and the steepest declines in equity markets for a decade.

All major regions suffered losses in local currency terms and, at some

point during the year, most indices globally fell into a ‘bear market’;

defined as a greater than 20% decline from peak.

Early in the year stocks were boosted from optimism over the impact

of US tax cuts on corporate profits but this positive sentiment soon

receded, giving way to numerous concerns which built as the year

progressed. Indeed, 2018 was remarkable in that corporate earnings

rose strongly, gaining over 20% in the US, while stock prices there fell

by over 6%. Part of the reversal in fortunes for stockholders reflected

a reassessment of warranted valuation levels, particularly amongst

the ‘disruptors’ which had previously led the market.

The US Federal Reserve delivered four quarter point rate rises over

the year while signalling intent to continue their programme of

stepping back from ‘quantitative easing’ and shrinking their balance

sheet. Recent years have seen central banks moving away from

the accommodative monetary stance which has supported markets

since the Global Financial Crisis. This environment of abundant but

tightening liquidity presented a challenge for markets. Indeed, rising

interest rates led to concern that central banks might be making a

mistake by tightening policy at a time when the economy was already

losing momentum.

Responding to these concerns some closely watched market indicators

began to reach worrying levels for investors. The US yield curve

moved close to inversion (where long-dated interest rates are lower

than short-term interest rates) for the first time since 2007. Such a

Our NAV total return of -3.3% was slightly better than the benchmark total return of

-3.4%. Shareholder returns were -0.6%, with losses partly mitigated by a reduction in

our share price discount to NAV, which ended the year at 1.5%.

Fund Manager’s Review

Contributors to total returns in 2018

%

Portfolio return(2.2)

Management fees(0.4)

Interest and other expenses(0.2)

Buy-backs0.0

Change of value of debt(0.1)

Gearing/other(0.4)

NAV total return(3.3)

Decrease in discount2.7

Share price total return(0.6)

FTSE All-World total return(3.4)

Source: BMO GAM

FCIT share price 2018

Source: BMO GAM

600

620

640

660

680

700

720

740

760

Dec 2018June 2018Mar 2018Sept 2018Dec 2017

pence per share

Paul Niven, Fund Manager

Report and Accounts 2018 | 23
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

0%5%10%15%20%25%

Telecommunications (1.4%)

Utilities (1.9%)

Basic Materials (3.5%)

Oil & Gas (4.2%)

Consumer Goods (10.1%)

Industrials (11.2%)

Healthcare (13.2%)

Technology (14.2%)

Consumer Services (18.7%)

Financials (21.6%)

Underlying Sector Classification of Listed Investment Portfolio

as at 31 December 2018

Source: BMO GAM

Currency movements vs Sterling in 2018

Source: BMO GAM

Weighting, stock selection and performance over one year in each investment portfolio strategy and underlying geographic

exposure versus Index at 31 December 2018

Investment Portfolio

Strategy

Our portfolio strategy

weighting %

Underlying geographic

exposure

(1)

%

Benchmark

weighting %

Our strategy

performance

in Sterling %

Index

performance

in Sterling %

North America42.053.456.04.70.8

Europe inc UK

(2)

14.422.419.6(15.1)(9.9)

Japan8.69.98.4(10.0)(7.6)

Emerging Markets10.511.912.0(5.3)(8.9)

Developed Pacific–2.44.0–(5.6)

Global Strategies

(3)

16.6(4.0)(3.4)

Private Equity7.919.7

(1) Represents the geographic exposure of the portfolio, including underlying exposures in private equity and fund holdings.

(2) Performance prior to 30 June 2018 represents Europe ex UK.

(3) The Global Strategies allocation consisted of Global Income and Global Smaller Companies as at 31 December but performance also includes the historic allocation to Global

Multi-Manager. Source: BMO GAM

Dec 2018Oct 2018June 2018Mar 2018Dec 2017

90

95

100

105

110

US DollarEuroJapanese Yen

Currency

strengthening

against Sterling

Currency

weakening

against Sterling

Strategic Report

signal has historically been an accurate predictor of a future recession,

albeit with a variable lag. Recessions tend to end bull markets in

equities and investors anxiety levels rose in response.

As explained on page 8, our investment strategy remains one of

managing the exposure of our assets across a range of diversified

investment portfolios, each with their own individual strategies. Each

individual portfolio invests on a global or a regional basis using a

wide range of skills and resources available from the Manager or, in

the case of the majority of our US exposure, from external third-party

managers. We invest into both listed and unlisted equity opportunities

from across the world and seek to use the benefits of diversification

across different areas to smooth returns for investors.

Given the challenging backdrop, it was a negative year in absolute

terms for most of our individual investment portfolios. Our investment

portfolio delivered a return of -2.2%, ahead of the benchmark drop

of -3.3%. Amongst our exposure to listed equities, it was only North

America which produced a positive return for the year, and this

was largely due to strength in the US dollar relative to sterling. Our

private equity exposure produced an excellent return which, at 19.7%,

comfortably exceeded returns from listed global equities. By contrast,

Europe, Emerging Markets and Japan, which had been amongst

the strongest performing areas in 2017, lagged global markets and

suffered material declines in value over the year. Being overweight

in these poorly performing areas relative to our benchmark over the

year was a modest negative in the attribution of our overall return.

Year-end allocations and underlying geographic exposures are shown

in the table below.

24 | F&C Investment Trust PLC
Our private equity portfolio produced the strongest returns of any

of our strategies in 2018. This added to the long-term record of

outperformance over listed markets (shown in the table on the

opposite page) and was particularly helpful in a year when most listed

markets declined in sterling terms.

Our private equity portfolio contains a mix of historic holdings in

private equity funds of funds which continue to be managed by

specialists, HarbourVest and Pantheon, as well as more recent

direct fund and co-investments, selected by BMO GAM. Our historic

holdings are mature in nature, producing strong cashflow over the

year as underlying investments were realised at a premium to their

carrying value. These historic holdings produced gains of over 20% in

the year. In addition, while it is still early to judge the performance

of our newer private equity investments we saw encouraging

progress over the year, with gains of close to 19%. We also made

commitments to a new vehicle, managed by BMO GAM, which invests

into secondary fund opportunities and co-investments. A number of

holdings within this structure saw an uplift in valuations, including

Wavecrest, a co-investment into a cloud-based customer relationship

management software provider for financial services firms. The

carrying value in Wavecrest rose by 50% due to an increase in annual

recurring revenue. We also made good progress in NEM Impresse III,

a secondary Italian based fund which we bought at a discount and

which enjoyed a good valuation uplift over the year. In terms of some

of our more recent primary investments, our US private equity growth

equity holdings performed strongly while our Chinese exposure,

through Warburg Pincus, also gained. In addition to our new and

existing investments in private equity funds and co-investments, we

also maintained our holding in Syncona, which is transforming into a

life sciences company. Syncona posted returns of 34% over the year

with a number of underlying holdings conducting successful clinical

trials.

Our North American equity allocation produced good relative returns.

Despite a mid-year reversal in the fortunes of ‘growth stocks’ the gain

of 9.1% from our growth oriented manager, T Rowe Price, was the

highest return from all of our listed equity strategies, comfortably

exceeding returns from growth indices. US stocks have led global

markets in recent years with a narrow group of stocks driving overall

returns. We had some exposure to each of the ‘Faangs’ (Facebook,

Apple, Amazon, Netflix, and Google/Alphabet) which had seen strong

gains in the lead up to 2018. Close to the mid-point of the year, this

basket of stocks had risen by nearly 40% but it ended 2018 with a

healthy, but more modest, 8% gain. Each of these companies faced

a different set of challenges but, in each case, upwards progress in

their respective share prices came to an abrupt halt. Investors worried

whether growth rates would continue to support lofty valuation

levels and increasing discussion of the potential regulatory impact

on business models led to investor unease. As an example, while

Amazon ended up delivering a return in excess of 25% for the year the

stock ended more than a quarter below its record price achieved in the

period, at which point it had briefly surpassed a market value of over

US$ 1trillion. Apple also reached this valuation milestone during the

year but similarly fell sharply.

After a long period of lagging growth-based investment styles there

was a modest revival in fortunes for value-based styles and our policy of

blending our US exposure proved beneficial as the year progressed. Our

value and growth-based holdings both produced positive absolute and

relative gains in 2018 leading to a pleasing outcome for our exposure in

this area. Our overall exposure to North American strategies delivered a

return of 4.7%, comfortably ahead of the benchmark gain of 0.8%.

In contrast the European strategy delivered poor relative returns over

the year, with a loss of 15.1% against the benchmark fall of 9.9%.

Tensions rose once again as populist parties became stronger, for

example, in Italy Five Star and the League topped the March election

and formed a coalition government in May. Italian bond yields rose as

investors worried over the government’s spending plans while the EU

planned disciplinary measures against Rome for breaking fiscal rules.

The rotation within the European equity market was pronounced. In

the period spanning the latter part of the year, we performed poorly

as there was a sharp rotation into Telecoms, Utilities, and Mining,

where we had little exposure. These sectors had been amongst the

worst performing sectors during the earlier months of the year. Stock

selection was detrimental to returns with Cairn Homes, the Irish

Homebuilder, suffering from negative sentiment surrounding Brexit

and concern over build cost inflation. Another holding, the UK company

Sophos, fell sharply after a moderation in earnings growth.

Japan also produced disappointing returns, with our strategy return of

-10.0% lagging the -7.6% return from the benchmark over the year.

During the year exposure to some of the more cyclical, global trade

exposed names was reduced in favour of companies that combine

long-term growth opportunities with more defensive qualities.

Our Emerging Market strategy dropped 5.3% over the year but this

was less than the 8.9% loss from the benchmark index. Rising interest

rates and ongoing strength in the US dollar, combined with some

specific issues in areas such as Turkey and Argentina led to a poor year

for Emerging Market assets. Turkey suffered a currency crisis and the

Argentine peso fell by over 50%. In addition, trade tensions harmed

sentiment. President Trump again demonstrated that he should be

taken literally in terms of his pre-election pledges and set out to take

on China on global trade practices. Through a series of escalating steps

on trade tariffs designed to ‘protect’ US jobs and interests, the President

raised alarm over potential disruption to global supply chains and

corporate profitability.

Report and Accounts 2018 | 25
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Investment portfolio strategies attribution in Sterling

1 year %3 years %5 years %

RegionReturn Index return Return Index return Return Index return

North America4.70.855.150.4101.589.5

Europe inc UK

(1)

(15.1)(9.9)15.626.426.234.0

Japan(10.0)(7.6)31.429.766.856.7

Emerging Markets(5.3)(8.9)50.852.647.843.8

Global Strategies

(2)

(4.0)(3.4)43.742.4--

Private Equity19.7-58.0-111.7-

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) Performance prior to 30 June 2018 represents Europe ex UK.

(2) 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: BMO GAM

Private Equity portfolio


Commitment

outstanding

31 December

2018

£’000s

Value of

holding

31 December

2018

£’000s


Total Private Equity portfolio

(1)

Brought forward69,354225,294

Committed in 2018

(2)

198,352-

Cash drawn in 2018

(2)

(68,392)68,392

Cash returned in 2018

(2)

-(69,088)

Valuation movements

(3)

-33,422

Exchange movements3,2278,544

Total Private Equity portfolio

(3)

Carried forward202,541266,564


(1) At exchange rates ruling at 31 December 2017

(2) At actual exchange rates in 2018

(3) At exchange rates ruling at 31 December 2018

Source: BMO GAM

Strategic Report

In relation to our Emerging Markets holdings, exposures in Mexico,

Hong Kong/China, South Africa and Malaysia added most value while

security selection in Russia, a lack of exposure in Brazil and our

holding in Vietnam cost most relative performance. Our Emerging

Markets strategy had little exposure to large Chinese technology

stocks which, after an extraordinary run up in 2017, corrected heavily

in 2018.

Our combined Global Strategies slightly underperformed the

benchmark over the year, falling by 4.0%. By the end of the year this

area of the portfolio contained an Income Strategy and an allocation

to Global Smaller Companies. While our Global Smaller strategy

performed better than index comparators this segment lagged larger

capitalisation stocks and so was detrimental to our returns.

Portfolio Activity

Asset allocation changes were relatively modest though we adjusted

exposure to some of our underlying strategies over the year. We have

no domestic bias to the portfolio and therefore, as noted in recent

years, our UK equity exposure has been reduced to historically low

levels as part of a specific strategic move. Reflecting the reduced

importance of UK listed stocks in our portfolio (which do typically have

global exposure anyway), we merged our UK and European strategies

into a combined pan-European approach.

A low allocation to UK equities has been beneficial to our portfolio

returns in recent years from a stockmarket and currency perspective

and there will be sensitivity to future movements in sterling. The

outlook is partly dependent on how Brexit unfolds. A decline in

26 | F&C Investment Trust PLC
sterling would be a boost to our portfolio returns and, while perhaps

in response to concerns over Brexit, this would likely be beneficial for

the value of our overseas holdings. Conversely, a rise in sterling would

serve to depress portfolio returns, even if associated with market

friendly news on Brexit. We decided, therefore, to hedge some of our

overseas exposure by buying £100m of sterling as highlighted under

Principal Risk action on page 21 as, in the event that sterling rises

sharply, this would help to mitigate losses on our overseas holdings

arising from currency appreciation. We will continue to monitor the

appropriate size of the hedge.

Within the global component of our portfolio we divested from our

global multi-manager allocation, largely redeploying the capital

towards the US and global smaller companies, while also raising

cash to pay off a short-term loan. We funded a US growth strategy,

managed by BMO GAM in Chicago, which will complement our existing

manager in the US, T Rowe Price and also added to a value strategy,

also managed by BMO. These moves had the effect of reducing our

exposure to third party funds and has the added benefit of reducing

our overall cost ratio.

We made £198.4m of new commitments to Private Equity investments

in 2018 and realised £69.1m of cashflow returned from existing

investments. Our exposure to Pantheon and HarbourVest now

comprises only 4.3% of the overall portfolio exposure.

Revenue Returns

While capital gains were negative in 2018 it was another good year

for our income. We remain focused on balancing our approach such

that we can deliver across these twin objectives over the longer term.

Our gross income grew by 11.2% over the year and our net income per

share gained by 9.8% for the full year from 11.67 pence per share to

12.81 pence per share. We benefited from £3.9m of special dividends

over the year, up from the £2.7m received in 2017. There has been

little net impact of exchange rate movements in the year on income.

Gearing

Our gearing was 6.6% of net assets at the end of the year, down

modestly from the 7.2% level at the start of the year. In a year of

declining markets our gearing was a -0.4% detractor from our NAV

returns.

Report and Accounts 2018 | 27
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

We have a mix of short, medium and longer term borrowing

arrangements and during the year took advantage of low long-term

borrowing rates to undertake another private placement, borrowing

£75m for 30 years at an annual rate of 2.92%. In aggregate, our total

borrowings at the end of 2018 were £325.2m and we paid an average

blended rate of 2.85% across all of our debt.

Current market perspective

There are challenges for markets as we enter 2019 and we have

factored this into our risk monitoring as noted on page 20. Rising

interest rates and the exit and reversal of accommodative monetary

policy by central banks was always likely to create greater volatility

but many other issues are troubling investors. Trade tensions, rising

stress in peripheral Europe as well as rising populism are all reasons

for caution. Nonetheless, the greatest challenge for equity markets

in coming years will likely be driven by the direction of the US and

global economy. There are now some troubling market signs that

growth rates are slowing and that the long economic cycle is in its

final stages.

An economic and earnings downturn remains the most significant

risk for equity investors. Indeed, while markets have begun to display

concern of slowdown they are yet to fully embrace the risk of a

serious decline in prospects for corporate earnings. However, recession

is neither imminent nor inevitable, as many investors fear. If the cycle

can extend further then growth in earnings should prove supportive

for equities.

Aside from the near-term outlook for macro and markets there is little

doubt that 2018 represented a transition period for investors from

one where supportive policy helped to fuel the long bull market to an

environment with more risks without (necessarily) a commensurate

increase in rewards. This upturn in volatility is likely to persist, even if

markets do grind higher.

In the UK negotiations over Brexit are reaching a crescendo. Many

scenarios are possible, including a cliff-edge departure, some form

of deal, a second referendum, a general election, a crisis-induced

National Government or even the unilateral revoking of Article 50.

There is unlikely to be near term clarity and UK equities can therefore

be expected to continue to be priced at a discount for the foreseeable

future, reflecting the extraordinary levels of uncertainty.

Conclusion

Our ability to invest with a long-term perspective while taking

advantage of short-term opportunities has served shareholders well

over our history. In our assessment, the next twelve months are

unlikely to see the end of the growth cycle for the global economy

or for corporate earnings. Globally, markets have essentially priced in

the numerous risks to growth. A bullish earnings and growth outturn

in 2018, combined with falling equity prices has resulted in materially

lower forward-looking valuation measures on equities. There is little

doubt that the earnings growth in the coming year will be lower than

that seen in 2018 but it should remain supportive for investors.

Longer term, disruptive trends across and within industries are

accelerating and a small number of companies are emerging as

dominant market players. Future leaders and growth opportunities

may not be the present incumbents and, given the pace and extent

of change, investors need to look across a wide opportunity set

in both listed and unlisted markets. In addition, as we have seen

many times before, while disruptive trends give rise to real societal,

economic and corporate change (and benefits) they can also give rise

to market mispricing of both the perceived winners and losers. For

this reason, we continue to adopt a flexible and diversified approach

to investment.

Paul Niven

Fund Manager

11 March 2019

“Back in 1868 we were able to democratise

investing. We have survived and been

successful not just because we were the

first. We have survived and succeeded

because of our willingness to adapt and

change again and again.”

Paul Niven speaking at the F&C Investment

Trust lecture at the Guildhall, London, in

March 2018.

Strategic Report

28 | F&C Investment Trust PLC
1. Amazon.com (1)

US Listed e-commerce and cloud computing company.

Largest listed internet retailer in the world based on market

capitalisation.

2.11% Total investments

£78.3m Value

6. Pfizer (21)

US listed pharmaceutical company operating worldwide. One

of the world’s largest research based pharmaceutical firms

and offers medicines, vaccines and medical devices across a

broad range of therapeutic areas.

0.91% Total investments

£33.7m Value

2. Microsoft (2)

US listed technology company focused on software products

and cloud computing. The company also designs and sells

hardware devices.

1.78% Total investments

£66.0m Value

7. Boeing (37)

US listed and the largest aerospace company in the world.

Boeing manufactures commercial aircraft, defence, space

and security systems and offers support services.

0.82% Total investments

£30.6m Value

3. Alphabet (3)

US listed parent company of Google. Google’s primary

business is focused on internet related services and

products, including its internet search engine and its Android

smartphone operating system.

1.31% Total investments

£48.7m Value

8. JPMorgan Chase (10)

US listed bank and financial services company with a

significant asset management and custody business.

0.82% Total investments

£30.4m Value

The value of the twenty largest listed equity holdings represents 18.7% (2017: 16.20%) 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 2018 was £nil or 0.0% of total assets less current liabilities (2017: £896,000 or 0.0% of total assets less current

liabilities).

These are the largest listed equity holdings excluding collective investment schemes. If the whole portfolio was considered then PE Investment Holdings 2018 LP (£62.0m), Syncona (£27.1m),

Utilico Emerging Markets (£25.2m) and Pantheon Europe VA LP (£23.5m) would have been included in the list.

The Company’s full list of investments exceeds 450 and is published monthly on the website at fandcit.com. Copies are also available on request from the Secretary.

Twenty Largest Listed Equity Holdings

4. UnitedHealth (4)

US listed company offering healthcare products and

insurance services. One of the largest healthcare companies

in the world by revenue.

1.22% Total investments

£45.5m Value

9. Novo Nordisk (26)

Denmark listed pharmaceutical company operating

worldwide. Develops, produces and markets healthcare

products and educational and training materials with a focus

on diabetes related medicines and devices.

0.79% Total investments

£29.5m Value

5. Anthem (8)

US listed health benefits and insurance company providing

health, dental, vision and pharmacy services across

employer, individual and Medicaid/Medicare markets in the

US.

1.10% Total investments

£40.9m Value

10. Visa (23)

US listed financial services company operating a worldwide

retail electronic payments network as well as offering credit

and debit cards and internet payment systems.

0.78%

Total investments

£29.1m Value

Report and Accounts 2018 | 29
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

11. Lowe (22)

US listed home improvement retailer distributing building

supplies and materials through its stores across the US.

0.78%

Total investments

£28.9m Value

16. Mastercard (52)

US listed financial services company providing financial

transaction procession services worldwide.

0.64%

Total investments

£23.9m

Value

12. Facebook (5)

US listed operator of social media sites and social

networking services.

0.78%

Total investments

£28.9m Value

17. Apple (11)

US listed technology company predominantly involved in

design, development and sale of consumer electronics and

software worldwide.

0.63%

Total investments

£23.4m Value

13. Comcast (35)

US listed provider of media and television broadcasting

services. The company also offers video streaming,

television programming, Internet and communication

services to customers worldwide.

0.78%

Total investments

£28.8m Value

18. CVS (77)

US listed pharmacy healthcare provider offering pharmacy

services as well as operating retail and specialty drugstores

predominantly across the US.

0.62%

Total investments

£23.0m Value

On behalf of the Board, Simon Fraser, Chairman, 11 March 2019

* Previously called Priceline

Strategic Report

14. Dollar General (64)

US listed operator of discount retail stores across primarily

the southern, southwestern, midwestern and eastern

US. It offers a broad range of merchandise including both

consumables and non-consumables.

0.74 %

Total investments

£27.6m Value

19. GlaxoSmithKline (138)

UK listed pharmaceutical company with a focus on research.

The company is one of the largest pharmaceutical firms

worldwide and develops, produces and markets a broad

range of medicines including vaccines, prescription and over-

the-counter products to a global market.

0.59%

Total investments £22.1m Value

15. Chevron (44)

US listed integrated energy company producing and

transporting crude oil and natural gas worldwide. The company

also has interests in chemical and mining operations, fuel

refining and distribution and other power and energy services.

0.69%

Total investments

£25.7m

Value

20. Booking Holdings* (18)

US listed Company that, through its websites, acts as an

intermediary for travel related purchases.

0.59%

Total investments

£21.9m

Value

30 | F&C Investment Trust PLC
Directors

Simon Fraser

(2)

, Chairman.

Appointed to the Board on 22 September

2009 and as Chairman in May 2010. He also

chairs 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.

Sarah Arkle

(1)

Appointed to the Board

on 2 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 Chairman of JPMorgan Emerging

Markets Investment Trust PLC.

Sir Roger Bone KCMG

(1) (2)

, Senior Independent

Director. Appointed to the Board on 6 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.

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 Chairman at Millbank

Financial Services Limited and a member of

the Board of Brown Advisory. Beatrice also

holds non-executive directorships at Telecom

Plus PLC, M&G Group Limited and Templeton

Emerging Markets Investment Trust PLC, where

she is Senior Independent Director. She is also

Senior Independent Director and Chairman of

the Audit Committee at Henderson Smaller

Companies Investment Trust PLC.

Report and Accounts 2018 | 31
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

(1) Members of the Audit Committee

(2) Members of the Nomination Committee

All the Directors are members of the Management Engagement Committee

No Director has a shared directorship elsewhere with other Directors.

Francesca Ecsery

(2)

Joined the Board on

1 August 2013. Francesca has extensive

expertise in marketing, with over 25 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 Air France.

Jeffrey Hewitt

(1)

, Chairman of the Audit

Committee. Appointed on 15 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 acting Chairman

of Cenkos Securities plc and Chairman of

Electrocomponents Pension Trustees.

Edward Knapp

(1)

Appointed to the Board on

25 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 Senior Advisor to the board

of a global financial technology company.

Prior to that he was a Managing Director at

HSBC, where he was a Chief Operating Officer

and Global Head of Business Management

within the Technology function. 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.

Nicholas Moakes

(2)

Appointed to the

Board on 2 March 2011. He is a Managing

Partner and Chief Investment Officer of the

Investment Division at The Wellcome Trust.

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 Senior Independent Director of

Jupiter Emerging & Frontier Income Trust PLC.

32 | F&C Investment Trust PLC
Change of Name

At the annual general meeting in 2018, shareholders voted in favour

of an amendment to the Company’s articles of association to enable

the Directors to change the corporate name from Foreign & Colonial

Investment Trust PLC to F&C Investment Trust PLC. The Directors

implemented this change on 9 November 2018. The Company’s

London Stock Exchange TIDM code (“ticker”) also changed from FRCL

to FCIT.

Taxation

As set out on page 17 and 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. Dividends received from investee companies domiciled outside

the UK are subject to taxation in those countries in accordance with

relevant double taxation treaties.

Prevention of the facilitation of tax evasion

The Board is committed to compliance with the UK’s Criminal Finances

Act 2017, designed to prevent tax evasion in the jurisdictions in which

the Company operates. The policy is based on a risk assessment

undertaken by the Board and professional advice is sought as and

when deemed necessary.

Accounting and going concern

The Financial Statements, starting on page 60, 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 53. Shareholders will be asked

to approve the adoption of the Report and Accounts at the AGM

(Resolution 1).

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,

balanced and 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, as explained on page 50, 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

27. Principal Risks can be found on page 20 with further information in

note 25 on the Accounts. There are no instances where the Company

is required to make disclosures in respect of Listing Rule 9.8.4R other

than in respect of Listing Rule 9.8.4(7)R concerning the issue of shares

which is on page 33.

Results and dividends

The results for the year are set out in the attached accounts. The three

interim dividends totalling 8.20 pence per share, together with the

final dividend of 2.80 pence per share, which will be paid on 8 May

2019 to shareholders registered on 5 April 2019 subject to approval at

the AGM (Resolution 3), will bring the total dividend for the year to

11.00 pence per share. This represents an increase of 5.8% over the

comparable 10.40 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 Act. The Company is registered in

England and Wales with company registration number 12901 and is

subject to the Financial Conduct Authority’s (“FCA”) Listing Rules,

UK and European legislation and regulations including company law,

financial reporting standards, taxation law and its own articles of

association.

The Directors submit the Report and Accounts of the Company for the year ended 31 December 2018. The

Directors’ biographies, 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 2018 | 33
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

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 21.

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.

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 50.

Capital structure

As at 31 December 2018 there were 561,819,016 ordinary shares of 25

pence each (“ordinary shares”) in issue of which 19,538,304 were

held in treasury. As at 6 March 2019 (being the latest practicable

date before publication of this report) the number of shares in issue

remained as 561,819,016 while the number held in treasury was

18,138,304.

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.

Issue and buyback of shares

Subject to annual shareholder approval, the Company may purchase

up to 14.99% of its own issued ordinary shares, (excluding any shares

held in treasury) at a discount to NAV per share. The shares bought

back can either be cancelled or held in treasury to be sold as and

when the share price is at a premium. Shareholders renewed the

Board’s authority to make such purchases at the annual general

meeting held on 23 April 2018. No shares were bought back during the

year under review or since the year end to the date of this report.

Also at the annual general meeting held on 23 April 2018,

shareholders authorised the Board to issue further ordinary shares

or sell from treasury up to 5% of the number then in issue. On one

occasion during the year, to satisfy demand, the Company sold

from treasury 100,000 shares with a nominal value of £25,000 to

JPMorgan Cazenove at a price of 667.5 pence for a total consideration

of £667,500 before the deduction of issue costs. A further 1,400,000

shares were sold from treasury to the same entity between the date

of the year end and 6 March 2019 (being the latest practicable date

before publication of this report) at an average price of 666.0 pence.

Voting rights and proportional voting

At 6 March 2019 the Company’s 561,819,016 ordinary shares in issue

less the 18,138,304 shares held in treasury represented a total of

543,680,712 voting rights. As at 31 December 2018 and since that date

no notifications of significant voting rights have been received under

the FCA’s Disclosure Guidance and Transparency Rules.

Approximately 45% of the Company’s share capital is held on behalf

of non-discretionary clients through the BMO 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 (the “Notes”).

These include Notes of £75 million principal under a 30-year term

issued on 24 May 2018. There is also a multi-currency overdraft facility

with JPMorgan Chase Bank and the Company also has a perpetual

34 | F&C Investment Trust PLC
debenture stock. Further reference is made on page 26 and in notes

13, 15 and 16 on the accounts.

Remuneration report

At the annual general meeting held on 23 April 2018, 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 44. The Remuneration

Report, which can be found on pages 44 to 46, 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 biographies of the Directors are set out on pages 30 and 31

and are incorporated into this report by reference. The skills and

experience each Director brings to the Board for the long-term

sustainable success of the Company are set out below. All the

Directors held office throughout the year under review and will stand

for re-election by shareholders at the meeting in accordance with the

requirements of the UK Code as defined on page 12.

• Resolution 4 relates to the re-election of Sarah Arkle who was

appointed on 2 March 2011 and brings in-depth knowledge,

expertise and experience in investment management as well as

leadership skills, most notably from her time as Chief Investment

Officer at Threadneedle Asset Management and as chairman of

another investment trust.

• Resolution 5 relates to the re-election of Sir Roger Bone who

was appointed on 6 March 2008 and has therefore served for

more than nine years. He brings a wider business perspective

to the Board both from his current and recent business roles

and from his distinguished career as a diplomat. As Senior

Independent Director, he is leading the succession planning

process with the Nomination Committee to ensure the smooth

transition of the chairmanship.

• Resolution 6 relates to the re-election of Francesca Ecsery who

was appointed on 1 August 2013 and has special expertise in

multi-platform consumer marketing, branding and commercial

strategies which deliver growth and profits. She provides

guidance to the Manager’s marketing team in establishing the

necessary infrastructure and initiatives for the effective delivery

of the Company’s investment proposition and access to its shares.

• Resolution 7 relates to the re-election of Simon Fraser who

was appointed on 22 September 2009. He brings leadership

and much in-depth knowledge, expertise and experience in

investment management at a senior level. Much of his career

was as Chief Investment Officer at Fidelity International. He

is founding chairman of the Investor Forum, which provides a

platform for institutional investors to collectively engage with UK

listed companies on long-term strategic issues. He has stated his

intention to retire from the Board during the year.

• Resolution 8 relates to the re-election of Jeffrey Hewitt who was

appointed on 15 September 2010 and has a strong accounting

and financial background. He held a number of senior roles and

is an advocate of continuous improvement in the quality of

corporate reporting.

• Resolution 9 relates to the re-election of Beatrice Hollond

who was appointed on 1 September 2017. She brings in-depth

investment knowledge, expertise, experience in regard to both

equities and global fixed income. She also brings leadership

skills from her time as Managing Director of Credit Suisse Asset

Management, LLC and from her other non-executive director and

chairmanship roles.

• Resolution 10 relates to the re-election of Edward Knapp who

was appointed on 25 July 2016 and has extensive and ongoing

experience in risk, strategy and cyber security. His current role

is as an adviser to the board of a global financial technology

company and has recently worked at senior level within large

banking organisations.

• Resolution 11 relates to the re-election of Nicholas Moakes who

was appointed on 2 March 2011. He is Managing Partner and

Chief Investment Officer at The Wellcome Trust with extensive

investment knowledge, expertise and experience in global equity

markets and private equity. Until recently, he was a director of

the Investor Forum, which provides a platform for institutional

investors to collectively engage with UK listed companies on

long-term strategic issues.

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.

Report and Accounts 2018 | 35
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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

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 Act) 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 BMO GAM 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 Chairman’s Statement on page 5 and Report of the

Management Engagement Committee on page 41.

AGM

The AGM will be held at Merchants Taylors Hall, 30 Threadneedle

Street, London, EC2 on Thursday, 2 May 2019 at 12 noon. The Notice of

Meeting appears on pages 88 to 89 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 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 6 March 2019, 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 2020 or on 30 June 2020, 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 6 March 2019,

calculated exclusive of any shares held in treasury).

These authorities 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 17 or should any other favourable opportunities arise to the

advantage of shareholders.

Governance Report

36 | F&C Investment Trust PLC
The Directors anticipate that they will mainly use them to satisfy

demand from participants in the BMO 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 2018 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 2018 was 81,270,000 shares or

14.99% 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 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 Act and the Listing Rules.

The Directors will continue to use this authority in accordance with

the policy set out on page 17. Under the Act, 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 2020

or on 30 June 2020, whichever is the earlier. The Board intends to seek

a renewal of such authority at subsequent annual general meetings.

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 BMO 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. BMO

operates a proportional voting arrangement, which is explained on

page 33.

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 25 April 2019, 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

BMO Investment Business Limited

Secretary

11 March 2019

Report and Accounts 2018 | 37
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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 52. 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, 16 and 17) 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 BMO GAM and any unlisted

investments with the exception of new private equity investments,

responsibility for which has been delegated to BMO GAM. The

following table sets out the Directors’ meeting attendance in 2018.

The Board held a separate meeting in September 2018 to consider

Introduction

The Board has considered and supports the principles and

recommendations of the UK Code published in 2016 and has also

adopted key aspects of the revised version published in 2018. The

Board believes that the Company has applied the principles and has

complied with the 2016 UK 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.


The Board considers these 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 pages 48 and 49, the

Company has not reported further in respects of these provisions.

The Board is also adhering to the principles and recommendations of

the AIC Code of Corporate Governance (the “AIC Code”) published in

2016 and has had regard to the latest version published in February

2019. The latest version of the AIC Code includes a significant

departure from that of the UK Code, namely the removal of the nine

year limit on chair tenure and the need for disclosure of the tenure

policy in relation to that role. As noted on pages 38 and 43, Simon

Fraser has served over nine years since appointment to the Board

in September 2009 and it was announced in October 2018 that he

intends to step down during this year. The search for his replacement

is underway. The tenure policy relating to the Directors, including the

chair, is set out on page 43.

Copies of the UK Code and AIC Code can be found on their respective

websites: www.frc.org.uk and www.theaic.co.uk.

Corporate Governance Statement

Governance Report

38 | F&C Investment Trust PLC
strategic issues and also met regularly in private session during the

year, without any representation from the Manager.

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

registered office during normal business hours and are also available

at annual general meetings.

Directors’ attendance in 2018

Board

Audit

Committee

Nomination

Committee

Management

Engagement

Committee

No. of meetings8431

Simon Fraser*


8411

Sarah Arkle84n/a1

Sir Roger Bone8431

Francesca Ecsery8n/a31

Jeffrey Hewitt84n/a1

Beatrice Hollond84n/a1

Edward Knapp84n/a1

Nicholas Moakes8n/a31

*

Attends but is not a member of the Audit Committee


Two meetings of the Nomination Committee concerned the reappointment of the

Chairman, which he did not attend.

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 17, 35 and 36.

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 2018 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 external appraisal for 2016 for

which the Chairman was supported by independent consultants, the

Board Advisory Partnership LLP, and from the objectives set following

the internal appraisal in 2017 and during the course of 2018. 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 in

2018 was considered by the Board in February 2019 and the status of

the objectives set for the current year were reviewed. These include

building on the momentum generated and the positive results

delivered under the 150th anniversary promotional campaign and

implementation of the succession planning necessary for refreshment

of the Board over the next few years. The appraisal determined

that the Board continues to be effective, with appropriate skills

and experience contributed by the Directors, as is 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 BMO GAM and of the Company itself; none

has a past or current connection with BMO GAM and each remains

independent in character and judgement with no relationships or

circumstances relating to the Company that are likely to affect that

judgement. For these reasons and those set out on page 43, Sir Roger

Bone’s tenure of 11 years; Simon Fraser’s tenure of over nine years;

and Jeffrey Hewitt’s tenure of nearly nine years are not considered to

compromise their independence.

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

Report and Accounts 2018 | 39
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

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 2019, 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 44 to 46 and in note 5 on the

Accounts.

Relations with shareholders and stakeholders

Shareholder communication is given a high priority. In addition to

the annual and half-yearly reports that are available to shareholders,

monthly factsheets and general information are available on the

Company’s website at fandcit.com. A regular dialogue is maintained

with the Company’s institutional shareholders and with private

client asset managers. Shareholders and any stakeholder 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 40.

To mark the 150th anniversary in March 2018, FCIT sponsored an

informative lecture at the Guildhall in the City of London given by

keynote speakers including bestselling author, Professor Yuval Harari.

The lecture also provided the opportunity to hear first-hand from

Paul Niven, the Fund Manager, on the history of investing for the last

150 years and Millennials expert Dr Eliza Filby. The audience included

shareholders who had engaged with the Board on investment and

general issues over recent years.

All correspondence with shareholders on matters of investment

policy, responsible investment and governance are submitted to

the following Board meeting for consideration. All shareholders

have the opportunity to meet and question the Board at the AGM,

not only during the course of the meeting but also afterwards with

refreshments. Those who attended last year were presented with a

book on the history of FCIT published to mark the anniversary.

By order of the Board

BMO Investment Business Limited

Secretary

11 March 2019

40 | F&C Investment Trust PLC
The Management Company

F&C Investment Trust PLC, or “FCIT”, is

managed by BMO Investment Business

Limited, a wholly-owned subsidiary of BMO

Asset Management (Holdings) PLC which is

ultimately owned by Bank of Montreal. BMO

Investment Business Limited is appointed

under an investment management agreement

with FCIT, setting out its responsibilities for

investment management, administration

and marketing. The Manager undertakes ESG

matters through BMO Asset Management

Limited, which together are defined as BMO

Global Asset Management (“BMO GAM”).

They are both authorised and regulated by the

Financial Conduct Authority.

The Manager also acts as the Alternative

Investment Fund Manager.

Paul Niven Fund Manager and Head of Multi-

Asset Investment and chair of BMO GAM’s

asset allocation committee. He has extensive

experience in managing large diversified

investment funds and has managed FCIT since

July 2014. He joined in 1996.

Hugh Potter Represents the Manager as

Company Secretary and is responsible for FCIT’s

statutory compliance. He joined BMO GAM in

1982.

Marrack Tonkin Head of Investment Trusts

with responsibility for BMO GAM’s relationship

with FCIT. He joined in 1989.

Sub-managers (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 funds of funds

Managers

HarbourVest Partners LLC – appointed 2003

Pantheon Ventures Limited – appointed 2003

Secretary and Company’s Registered

Office

BMO Investment Business Limited

Exchange House

Primrose Street

London EC2A 2NY

Telephone: 020 7628 8000

Facsimile: 020 7628 8188

Website: fandcit.com

Email: info@bmogam.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

Report and Accounts 2018 | 41
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

particularly in regard to investment strategy and marketing. As part

of the evaluation, the CEO of BMO GAM and their Head of Distribution

presented to the Board on the strength of its business and the resources

and opportunities for BMO GAM as part of the wider Bank of Montreal

group of companies and their continued support for its investment

trust business. With regard to performance, the share price total return

outperformed the benchmark over one, three, five and ten years. The

Committee met in closed session following the presentations and

concluded that in its opinion the continuing appointment of the 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 reimbursement for amounts earned from investments in other

investment vehicles managed by BMO GAM. The amount paid was

£13.4m, an increase of 13.6% from £11.8m 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 that were held in the Global Multi-Manager portfolio levy

management fees, no fees were 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

that fall within its remit. 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 became due in December 2018. Presentations were given by

both BMO GAM and JPMorgan Cazenove, FCIT’s stockbroker, 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

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 2018 and 2019 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 fandcit.com.

Manager evaluation process

The Committee met once during the year and again in January 2019 for

the purpose of the formal evaluation of the Manager’s performance

(including the contribution from BMO GAM 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 BMO GAM managed portfolio strategies.

Quarterly updates are received from the US sub-managers. The Board also

receives comprehensive performance measurement schedules, provided

by Refinitiv Eikon and BMO GAM. 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 BMO

GAM, the sub-managers and the Private Equity funds of funds managers,

is set out on pages 22 to 27.

Manager reappointment

The annual evaluation that took place in January 2019 included

presentations from the Fund Manager and BMO GAM’s Head of

Investment Trusts. This focused primarily on the objectives set by the

Board and BMO GAM’s contribution towards achieving those objectives

Report of the Management

Engagement Committee

Governance Report

42 | F&C Investment Trust PLC
Committee evaluation

The activities of the Management Engagement Committee were

considered as part of the Board appraisal process completed in

accordance with standard governance arrangements as summarised on

page 38. 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

11 March 2019

hence the impact of exchange rate movements and share buybacks.

The findings of the Committee were that while the existing structure

and fee level were both sensible and aligned in the key areas there was

scope to put in place a tiered structure. The Committee recommended

a fee based on a rate of 0.35% per annum of the market capitalisation

of the Company up to £3.0 billion, 0.30% between £3.0 and £4.0 billion,

and 0.25% above £4.0 billion. The Board subsequently endorsed the

recommendation and the change has taken effect from 1 January 2019.

Third Party Managers’ fees

BMO GAM incurs investment management fees from the sub-managers

appointed to manage the North America portfolio. The Company

reimburses these fees, which in 2018 amounted to £3.7m (2017: £3.3m)

(see note 4 on the Accounts). There were no changes in the year to the

fee structures.

Private equity funds of funds managers’ fees

The fees paid to Private Equity managers in respect of the Private Equity

funds of funds amounted to £4.6m for 2018 (2017: £4.5m) (see note 4 on

the accounts) 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 BMO GAM owns

the name “F&C”. For many years the Company had rights to use the

“F&C” name in accordance with provisions set out in the management

agreement but did not exercise those rights to any meaningful degree.

On 9 November 2018 the Company changed its name to F&C Investment

Trust PLC and will use increasingly the “F&C” name for marketing

purposes. The terms under which the Company can use the “F&C” name

are set out in a separate trade mark licence agreement with BMO

GAM dated 1 March 2018 which supersedes the provisions within the

management agreement. The licence agreement is royalty free subject

to there being no material change to the Company’s management

arrangements with BMO GAM within the next 14 years.

Report and Accounts 2018 | 43
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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 2018 and 2019

to date. The Committee met on three occasions 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 recruitment of a new Chairman 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 Act and the policy and

procedures established by the Board in relation to these provisions.

Composition of the Committee

Committee membership is disclosed on pages 30 and 31 and its terms

of reference can be found on the website at fandcit.com.

Succession planning

No new appointments were made to the Board during the year, but

this has been under active consideration. On 31 October 2018 it was

announced that I intend to step down as Director and Chairman during

the course of 2019. I was appointed in September 2009 as a Non-

Executive Director and as Chairman in May 2010 and will have therefore

served nine years in that capacity by the time of the AGM. The search

for my replacement has begun using an independent search platform,

Nurole Limited, the services of which are for the sole purpose of

recruiting the eventual appointee; no other business relationship exists

with that platform. The search is being led by the Senior Independent

Director.

Report of the Nomination Committee

Governance Report

As part of the Board’s annual setting of objectives, the implementation

of a sequence of other directorate changes is expected to follow the

appointment of a new chairman and continue over the next few years.

The final decision on appointing new Directors always rests with the

Board.

Diversity and tenure

The Board’s diversity policy, objective and progress in achieving it

are set out on page 17. The search for my replacement as chairman is

being undertaken in accordance with this objective and policy with the

recruitment process open to a diverse range of candidates by way of

advertisement through the search agency platform.


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 or, indeed, its chairman. This is because

continuity and experience can add significantly to the strength of the

board and where the characteristics and relationships tend to differ

from those of other companies. In normal circumstances the Chairman

and 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 Nomination Committee were considered as part

of the Board appraisal process completed in accordance with standard

governance arrangements as summarised on page 38. 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

11 March 2019

44 | F&C Investment Trust PLC
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 93.0% voting in favour

and 7.0% against. Other than a letter from one individual shareholder,

the Board has not subsequently 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 2019, the base fee should

be £37,000 representing an increase of 2.8% since the last increase

on 1 January 2018. 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 base fee; an increase to

£74,000. 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 £13,000.

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.

The dates on which each Director was appointed to the Board are set

out under their biographies on pages 30 and 31. Under the terms of

their respective letters of appointment, each Director’s appointment is

subject to election at the first annual general meeting and thereafter

will continue subject to re-election at each subsequent annual general

meeting in accordance with the provisions of the UK Code. The

appointment can be terminated on one month’s notice. All the Directors

were last re-elected at the annual general meeting held on 23 April 2018

and will stand for re-election at the AGM on 2 May 2019.

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

2019

£’000s

2018

£’000s

Board

Chairman74.072.0

Senior Independent Director43.342.3

Director37.036.0

Audit Committee

Chairman13.012.0

Members5.05.0

Nomination Committee

Chairman3.03.0

Members3.03.0

Remuneration Report

Report and Accounts 2018 | 45
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Fees for services to the Company (audited)

Fees

£’000s (audited)

Taxable Benefits

(1)

£’000s (audited)

Total

£’000s (audited)

Anticipated Fees

(2)

£’000s

Director2018201720182017201820172019

Simon Fraser

(3)

75.073.00.00.275.073.277.0

Sarah Arkle41.040.00.00.341.040.342.0

Sir Roger Bone50.349.30.00.250.349.551.3

Francesca Ecsery

(4)

39.037.70.00.239.037.940.0

Jeffrey Hewitt48.046.00.91.348.947.350.0

Beatrice Hollond

(5)

41.012.60.00.041.012.642.0

Edward Knapp41.040.00.10.141.140.142.0

Nicholas Moakes39.038.00.00.139.038.140.0

Stephen Burley

(6)

n/a12.7n/a0.0n/a12.7n/a

Total374.3349.31.02.4375.3351.7384.3

(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.

(2) Fees expected to be payable to the Directors during the course of the year ending 31 December 2019. Taxable benefits are also anticipated but are not currently quantifiable

(3) Highest paid Director Mr Fraser has stated his intention to retire during the course of the year. His anticipated fees for 2019 are therefore an indication of those for the role of Chairman, rather

than for the individual.

(4) Appointed to the Nomination Committee on 24 January 2017

(5) Appointed to the Board on 1 September 2017 and to the Audit Committee on 30 October 2017

(6) Retired 25 April 2017


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 December20182017

Simon Fraser37,10437,004

Sarah Arkle10,00010,000

Sir Roger Bone64,10661,371

Francesca Ecsery10,0668,423

Jeffrey Hewitt23,57722,346

Beatrice Hollond3,500nil

Edward Knapp7,7887,575

Nicholas Moakes78,62477,407

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 29, Edward Knapp 45, Sir Roger Bone 560, Jeffrey

Hewitt 246, Francesca Ecsery 41 and Nicholas Moakes 315. There have

been no changes in any of the other Directors’ shareholdings detailed

opposite. 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.

As at 6 March 2019 the Fund Manager held 152,301 ordinary shares in

the Company.

Policy implementation 

The Directors’ Remuneration Report is subject to an annual advisory

vote and therefore an ordinary resolution for its approval will be

put to shareholders at the forthcoming AGM. At the last meeting,

shareholders approved the Remuneration Report in respect of the year

ended 31 December 2017. 93.0% of votes were cast in favour of the

resolution and 7.0% against.

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 2019 as well as reimbursement for

expenses necessarily incurred.

The information in the table above for the years 2017 and 2018 has been audited. The amounts paid by the Company to the Directors were for services

as non-executive Directors.

Governance Report

46 | F&C Investment Trust PLC
The table below 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.

Actual expenditure

2018

£’000s

2017

£’000s

%

Change

Aggregate Directors’

Remuneration

374.3349.37.2

Aggregate Dividends paid to

Shareholders

58,55655,2606.0

Aggregate cost of ordinary shares

repurchased*

025,661-100.0

*No shares were repurchased during 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 2018 is given in the Chairman’s

Statement and Fund Manager’s Review.

A comparison of the Company’s performance over the required ten-year

period is set out on the graph opposite. 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 2018:

• 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

11 March 2019

Shareholder total return vs benchmark total return

over ten years

100

150

200

250

300

350

2008201220172009201020132014201520162011

FTSE All World TR GBP

FCIT - Share price total return

2018

Source: BMO GAM & Refinitiv Eikon

Report and Accounts 2018 | 47
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

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 BMO GAM, and the fees charged

in respect of those services;

• Bank counterparty monitoring and BMO GAM’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 52. On broader control policy issues, the Committee has

reviewed, and is satisfied with BMO’s Code of Conduct and their

Criminal Risk Corporate Standard (the “Standard”) to which BMO GAM

and its employees are subject. The Standard is supported by BMO’s

Anti-Bribery and Anti-Corruption Operating Directive. The Committee

has also reviewed BMO GAM’s Whistleblowing Policy that has been put

in place under which its directors and staff may, in confidence, raise

concerns about possible improprieties in financial reporting or other

matters. The necessary arrangements are in place for communication

by BMO GAM to this Committee where matters might impact the

Company with appropriate follow-up action. In 2018 there were no

such concerns raised with the Committee. The Committee has also

considered and agreed the processes relating to new regulations

particularly GDPR.

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 BMO

GAM’s Trust Accountant, Head of Investment Trusts, Risk Managers of BMO

GAM 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 Principal Risks and 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 BMO

GAM, the Custodian, Depositary, the Private Equity managers

I am pleased to present to you the Report of the Audit Committee for the year ended 31 December 2018.

The Report and Accounts have been reviewed particularly in respect of the further requirements relating

to the Strategic Report and to the UK Code of Corporate Governance. The Committee has also reviewed

the Manager’s preparations for new regulations including GDPR and related disclosures. Our focus on

cyber-security measures has been maintained.

Report of the Audit Committee

48 | F&C 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. Details of the members can be found on

pages 30, 31 and 34 and the Committee’s terms of reference can be found

on the website at fandcit.com.

Management of risk

BMO GAM’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 BMO GAM 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 Board carried out a separate exercise in October 2018 during which

each Director, the Fund Manager, Head of Investment Trusts and Company

Secretary independently listed what they consider to be the top five risks

that could impact the sustainable success of the Company. The purpose

of the exercise was to identify any new emerging risks and take any

necessary action to mitigate their potential impact. The combined list was

then reconciled with the risks previously identified within the existing

key risk “radar” and reviewed as part of the robust assessment of the

Company’s risk and controls described below.

The Company’s Principal Risks are set out on page 20 with additional

information given in note 25 on 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 21 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 BMO GAM. 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 BMO GAM. 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 BMO savings plans

and on other relevant management issues.

The systems of internal controls are designed to manage rather than

eliminate the 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 BMO GAM risk

management infrastructure and the report on policies and procedures

in operation and tests for the year to 31 October 2018 (the “ISAE/AAF

Report”) and subsequent confirmation from BMO that there had been

no material changes to the control environment in the period to 11

February 2019. This had been prepared by BMO GAM 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 BMO GAM’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 BMO GAM’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 BMO GAM’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 BMO GAM. 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 funds of funds managers and the Share

Registrar’s due diligence report and were satisfied that there were no

material exceptions.

Report and Accounts 2018 | 49
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

Through the reviews noted above and by direct enquiry of BMO GAM

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 BMO GAM, 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.

Significant Judgements and Issues considered by the Committee in 2018

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 BMO GAM, the sub-managers and

Private Equity funds of funds 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 2017 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 funds of funds managers’ estimated valuations could continue

to be relied upon as being at fair value in accordance with the Company’s accounting policy. The limited

partnership agreement, under which the co-investments and secondaries investments are managed by BMO

GAM, was reviewed by the Committee.

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

NAV per share.

The Committee reviewed the annual audited internal control reports of BMO GAM 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 BMO GAM’s annual audited controls report indicated that there were no control

failures in the year. 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

BMO GAM.

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 2018. The table below 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 Measures provided on page 95 and is satisfied

that the disclosure is fair and relevant.

50 | F&C Investment Trust PLC
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 funds of funds 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 2019 to discuss the final draft of the

Report and Accounts, with representatives of EY and BMO GAM in

attendance. EY submitted their Year-End Report and confirmed 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 disclosures under section 172(1) of the Act including how wider

stakeholder interests have been taken into account by the Directors

while performing their duties and related disclosures with regard to

ESG issues. The Committee has also had regard to the Non-Financial

Reporting requirements in the Act. 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 its view, fair, balanced

and understandable in accordance with accounting standards, regulatory

requirements and best practice.

The Independent Auditor’s Report which sets out the unqualified audit

opinion, the scope of the audit and the areas of focus, in compliance

with applicable auditing standards, can be found on pages 53 to 59.

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 third 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 Service Quality Review. This is a formal Audit Service

Quality Review process with an independent senior partner at EY. The

level of the audit fee, which amounted to £85,000 excluding VAT (2017:

£87,000), was carefully considered for value and effectiveness.

As part of its annual review, the Committee considers 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

auditor 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 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. As set out in note 5 on the accounts, EY

charged £8,000 excluding VAT for non-audit services during the year.

This related to the testing of the Company’s contingency planning

arrangements.

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.

Report and Accounts 2018 | 51
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

Review by the Conduct Committee of the Financial

Reporting Council (“FRC”)

We strive to meet the highest standards in reporting to shareholders and

aim to be a leader of best practice within the investment trust industry

in that regard. The Conduct Committee of the FRC, which supports

continuous improvement in the quality of corporate reporting, has carried

out a routine review of the Company’s Report and Accounts for the year

ended 31 December 2017. Based on their review, the Conduct Committee

has informed the Board that they had no questions or queries they

wished to raise. It should be noted that whilst the Conduct Committee

does not benefit from a detailed knowledge of the Company’s business

or an understanding of the underlying transactions entered, their

review has nevertheless been conducted by staff of the FRC who have

an understanding of the relevant legal and accounting framework. It is

therefore very pleasing to report that no questions or queries have been

raised from the review.

Committee evaluation

The activities of the Audit Committee were considered as part of

the Board appraisal process completed in accordance with standard

governance arrangements as noted on page 38. 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

11 March 2019

52 | F&C Investment Trust PLC
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 Act. 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 fandcit.com website,

which is maintained by BMO GAM. 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 30 and 31 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

11 March 2019

Statement of Directors’ Responsibilities

Report and Accounts 2018 | 53
Independent Auditor’s Report

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Independent Auditor’s Report

Opinion

We have audited the financial statements of F&C Investment Trust PLC

(‘the Company’) for the year-ended 31 December 2018 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 27. 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

2018 and of its loss 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.

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 20 that

describe the principal risks and explain how they are being

managed or mitigated.

• The directors’ confirmation set out on page 20 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 32 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 21 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.

54 | F&C Investment Trust PLC
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.

Audit

Scope

Key audit

matters

Materiality

Overview of our audit approach

• Incorrect valuation or defective title of the unquoted investment portfolio and resulting

impact on the Income Statement.

• Incomplete or inaccurate revenue recognition through incorrect allocation of special

dividends between revenue and capital.

• Incorrect valuation or defective title of the quoted investment portfolio.

• Overall materiality of £34.9m which represents 1% of net assets.

Report and Accounts 2018 | 55
Independent Auditor’s Report

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

RiskOur response to the risk

Key observations

communicated to the

Audit Committee

Incorrect valuation or defective title of the

unquoted investment portfolio and resulting

impact on the Income Statement (£267.8m,

2017: £226.7m)

Refer to the Audit Committee Report (page 49);

Accounting policies (page 65); and Note 10 of the

Financial Statements (page 73).

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 various other managers

selected by BMO Investment Business Limited

(‘the Manager’) (together ‘the PE Managers’); the

latter are held either directly by the Company or

indirectly through PE Investment Holdings 2018

LP (‘PE LP’). For PE investments that are in the

Manager’s selected funds we make no distinction

as to whether they are held directly by the

Company or indirectly by PE LP.

The net asset value (‘NAV’) of the PE funds

is based on estimates and unaudited NAV

statements produced by the PE Managers. The

Manager applies 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 HarbourVest, Pantheon

and the Manager, 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 the Manager

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 the 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 Manager’s Investment Trust Accounting team. 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 performed a back-testing exercise to assess the historical accuracy of HarbourVest

and Pantheon’s estimated 2017 investment valuations. We compared the Company’s

investment values per the 2017 audited Company financial statements which were at

the time estimates to the unquoted investment values subsequently reported within

the audited HarbourVest and Pantheon fund financial statements for the same period.

We held meetings with HarbourVest, Pantheon and the Manager to discuss and

challenge:

• The annual performance of the funds in which the Company held an investment

at 31 December 2018.

• The reasons for the variances noted between estimated and actual NAVs for the

year-ended 31 December 2017.

• Whether, based on any recently available information there should be any

adjustments required to the estimated 31 December 2018 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 HarbourVest and Pantheon funds per the Company to the

estimated 31 December 2018 NAV statements.

We agreed the NAV of the other Manager selected funds from the Company records

at 31 December 2018 to the 30 September 2018 NAV statements from the underlying

managers adjusted for ‘quarter 4’ cash flows and foreign exchange movements.

As the 31 December 2018 NAV statements received show ‘estimated’ NAVs we

considered the reasonableness of the fair value adjustments made to the ‘actual’

30 September 2018 reported NAV and challenged any unusual variances being any

variance other than foreign currency revaluations and cash flow movements.

We recalculated the unrealised profits on the revaluation of all unquoted investments.

For a sample of unquoted investments, we confirmed the realised gains or losses to

the notices received from the relevant PE Manager.

We recalculated the valuation of all unquoted 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

directly 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.

56 | F&C Investment Trust PLC
RiskOur response to the risk

Key observations

communicated to the

Audit Committee

Incomplete or inaccurate revenue recognition through incorrect

allocation of special dividends between revenue and capital (£4.5m,

2017: £3.8m)

Refer to the Audit Committee Report (page 49); Accounting policies

(page 66); and Note 3 of the Financial Statements (page 68).

Special dividends represent dividends paid by investee companies

that are additional to the normal or expected dividend cycle for that

Company. In accordance with the SORP, special dividends can be

included within either the revenue or capital columns of the Income

Statement, depending on the commercial circumstances behind the

payments. As such, there is a manual and judgemental element in

allocating special dividends between revenue and capital leading

to a risk of incorrect allocation. 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. There is also a risk that the revenue column is

overstated to increase the dividend paid to shareholders.

We obtained an understanding of the Manager’s processes and

controls for the recognition of investment income by performing

walkthrough procedures and reading their internal control reports

to understand the design effectiveness of controls.

We agreed a sample of special dividends from the income

received report to bank statements and to an external source to

verify occurrence and measurement.

We tested the recognition basis for a sample of special dividends

to ensure that they were appropriately allocated between

revenue and capital within the Income Statement.

For the samples we tested, we have 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 have 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 special dividends.

We concurred with the

accounting treatment for

special dividends.

Based on the work

performed we have no

matters to report.

Incorrect valuation or defective title of the quoted investment

portfolio (£3,449.9m, 2017: £3,699.9m)

Refer to the Audit Committee Report (page 49); Accounting policies

(page 65); and Note 10 of the Financial Statements (page 73).

The Company holds a portfolio of quoted investments both in the UK

and Overseas. The quoted portfolio is managed by the Manager who in

turn sub delegates 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 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 JP Morgan Chase (‘the

Custodian’) and not directly by the Company. JP Morgan Europe Limited

(‘the Depositary’) has a legal obligation to reconcile the investment

holdings stated by State Street Bank and Trust Company (‘the

Administrator’) and the Custodian.

There is a risk of assets being misappropriated and the ownership of

investments being unsecured.

We obtained an understanding of the Manager’s and the

Administrator’s processes and controls for the valuation of the

quoted investments by performing walkthrough procedures and

reviewing the Manager’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 all quoted investments in foreign

currencies to verify the accuracy of the corresponding Sterling

balances.

We obtained an understanding of the Administrator’s,

Depositary’s and the Custodian’s processes and controls for asset

recognition by inspecting their internal control reports.

We inspected the year-end reconciliation of the Company’s

investment holdings stated in the accounting records to the

Custodian’s investment holdings report 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.

Report and Accounts 2018 | 57
Independent Auditor’s Report

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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. All audit work was performed directly by the

audit engagement team.

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 £34.9m (2017:

£36.7m), which is 1% (2017: 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.

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% (2017: 75%) of our planning

materiality, namely £26.2m (2017: £27.5m). We have set performance

materiality at this level based on our understanding of the control

environment that indicates a lower risk of material misstatements,

both corrected and uncorrected.

Given the importance of the distinction between revenue and

capital for investment trusts we have also applied a separate testing

threshold of £3.9m (2017: £3.5m) for the revenue column of the

Income Statement, being 5% of the net 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 £1.7m (2017: £1.8m),

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 100, 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.

58 | F&C Investment Trust PLC
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 52 – 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; or

• Audit Committee reporting set out on page 47 – the section

describing the work of the Audit Committee does not appropriately

address matters communicated by us to the Audit Committee; or

• Directors’ statement of compliance with the UK Corporate

Governance Code set out on page 37 – 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 52, the directors are responsible for the preparation of

the financial statements and for being satisfied that they give a true

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

Report and Accounts 2018 | 59
Independent Auditor’s Report

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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 the Company 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 revenue

recognition through incorrect allocation of special dividends

between revenue and capital’ and ‘Incorrect valuation or defective

title of the unquoted investment portfolio and resulting impact on

the Income Statement’ are tailored to address this risk.

• Based on this understanding we designed our audit procedures

to identify non-compliance with such laws and regulations. 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.

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 three years, covering the years

ending 31 December 2016 to 31 December 2018.

• 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.

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.

Julian Young (Senior statutory auditor)

For and on behalf of Ernst & Young LLP, Statutory Auditor

London

11 March 2019

1. The maintenance and integrity of the F&C Investment Trust PLC page of the Bank of Montreal website 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.

60 | F&C Investment Trust PLC
for the year ended 31 December

Revenue

£’000s

Capital

£’000s

2018

Total

£’000s

Revenue

£’000s

Capital

£’000s

2017

Total

£’000s

10

(Losses)/gains on investments

-(162,535)(162,535)

–486,348486,348

19

Exchange movements on foreign currency loans and cash balances

199(5,557)(5,358)

(95)3,3283,233

3

Income

87,898-87,898

78,765–78,765

4

Management fees

(4,277)(12,830)(17,107)

(3,768)(11,305)(15,073)

5

Other expenses

(4,146)(44)(4,190)

(3,094)(61)(3,155)

Net return before finance costs and taxation

79,674(180,966)(101,292)

71,808478,310550,118

6

Finance costs

(2,221)(6,664)(8,885)

(1,858)(5,574)(7,432)

Net return on ordinary activities before taxation

77,453(187,630)(110,177)

69,950472,736542,686

7

Taxation on ordinary activities

(8,015)(29)(8,044)

(6,464)(713)(7,177)

8

Net return attributable to shareholders

69,438(187,659)(118,221)

63,486472,023535,509

8

Net return per share – basic (pence)

12.81(34.61)(21.80)

11.6786.7998.46

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 64 to 85 form an integral part of the financial statements.

Notes

Income Statement

Report and Accounts 2018 | 61
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

for the year ended 31 December 2018

Notes

Share

capital

£’000s

Capital

redemption

reserve

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

Total

shareholders’

funds

£’000s

Balance brought forward 31 December 2017140,455122,3073,313,94191,3203,668,023

9

Dividends paid–––(58,556)(58,556)

17

Shares issued by the Company from treasury––667–667

Net return attributable to shareholders––(187,659)69,438(118,221)

Balance carried forward 31 December 2018140,455122,3073,126,949102,2023,491,913

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)

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


The notes on pages 64 to 85 form an integral part of the financial statements.

Statement of Changes in Equity

62 | F&C Investment Trust PLC
at 31 December

Notes

£’000s

2018

£’000s£’000s

2017

£’000s

Fixed assets

10

Investments 3,717,6103,926,558

Current assets

12

Debtors 38,69812,663

Cash at bank and short-term deposits96,43931,136

135,13743,799

Creditors: amounts falling due within one year

13

Loans(110,047)(50,000)

14

Other (35,587)(10,397)

(145,634)(60,397)

Net current liabilities(10,497)(16,598)

Total assets less current liabilities 3,707,1133,909,960

Creditors: amounts falling due after more than one year

15

Loans(214,625)(241,362)

16

Debenture(575)(575)

(215,200)(241,937)

Net assets 3,491,9133,668,023

Capital and reserves

17

Share capital 140,455140,455

18

Capital redemption reserve 122,307122,307

19

Capital reserves 3,126,9493,313,941

19

Revenue reserve 102,20291,320

Total shareholders’ funds3,491,9133,668,023

20

Net asset value per share – prior charges at nominal value (pence)643.93676.53

The notes on pages 64 to 85 form an integral part of the financial statements.

The Financial Statements were approved by the Board on 11 March 2019 and signed on its behalf by

Balance Sheet

Simon Fraser, Chairman Jeffrey Hewitt, Director

Report and Accounts 2018 | 63
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

for the year ended 31 December

Notes


2018

£’000s

2017

£’000s

21

Cash flows from operating activities before dividends received and interest paid(27,695)(26,226)

Dividends received84,87377,631

Interest paid(8,521)(7,344)

Cash flows from operating activities48,65744,061

Investing activities

Purchases of investments(1,840,994)(1,390,393)

Sales of investments and derivatives1,886,9501,384,673

Other capital charges and credits(57)(55)

Cash flows from investing activities45,899(5,775)

Cash flows before financing activities94,55638,286

Financing activities

Equity dividends paid(58,556)(55,260)

Repayment of loans(50,000)–

Drawdown of loans75,00050,000

Cash flows from share issues667–

Cash flows from share buybacks for treasury shares(194)(25,952)

Cash flows from financing activities(33,083)(31,212)

Net increase in cash and cash equivalents61,4737,074

Cash and cash equivalents at the beginning of the year31,13626,463

Effect of movement in foreign exchange3,830(2,401)

Cash and cash equivalents at the end of the year96,43931,136

Represented by:

Cash at bank27,8753,461

Short-term deposits68,56427,675

Cash and cash equivalents at the end of the year96,43931,136

The notes on pages 64 to 85 form an integral part of the financial statements.

Statement of Cash Flows

64 | F&C Investment Trust PLC
1. General information

F&C 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 2018, 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 Act, Financial Reporting Standard (FRS) 102 applicable in the United

Kingdom and with the SORP issued in November 2014 and updated in February 2018. There has been no impact on the basis of accounting as a

result of this update.

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 2018 and 31 December 2017. 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

Report and Accounts 2018 | 65
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

2. Significant accounting policies (continued)

(c) Principal accounting policies

The policies set out below have been applied consistently throughout the year ending 31 December 2018 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.

66 | F&C 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.

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(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.

(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.

68 | F&C Investment Trust PLC

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 7.2% of total investments at 31 December 2018. 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 £67m or 1.9% 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, 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.


Dividends paid and payable in respect of the year are set out in note 9. 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

2018

£’000s

2017

£’000s

Income from investments:

UK dividends 10,86812,601

Overseas dividends 75,82565,333

86,69377,934

Other Income:

Rebates relating to investee funds management fees656623

Interest on cash and short-term deposits536208

Underwriting commission13–

1,205831

Total income87,89878,765

Income from investments comprises:

Quoted UK10,84112,555

Quoted overseas75,82565,333

Unquoted2746

86,69377,934

Included within income from investments is £3,880,000 (2017: £2,737,000) of special dividends classified as revenue in nature in accordance with

note2(c)(xii).

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4. Management fees

2018

£’000s

2017

£’000s

Payable directly to BMO GAM:

– in respect of management services provided by the Manager (i)13,41111,806

– reimbursement in respect of services provided by sub-managers(i)3,6963,267

Total directly incurred management fees17,10715,073

Incurred indirectly within funds managed by Private Equity managers (ii)4,6144,491

Total direct and indirect management fees21,72119,564

(i) 75% of these fees allocated to capital reserve arising on investments sold. See note 2(c)(vii).

(ii) Indirectly incurred fees included within the value of the respective funds.

Directly incurred fees are analysed as follows:

Management fees

2018

£’000s

2017

£’000s

– payable directly to BMO GAM17,10715,073

Less: allocated to capital reserves (see note 19)(12,830)(11,305)

Allocated to revenue account 4,2773,768

(a) Management fees payable to BMO GAM

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 (2017: 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 BMO Group. Variable fees payable in respect of third party sub-managers are also reimbursed.

Changes to the management fee arrangements take effect from 1 January 2019 and are explained in the Chairman’s Statement on page 5 and the

Report of the Management Engagement Committee on pages 41 and 42.

(b) Management fees payable to the Private Equity funds of funds managers

At 31 December 2018 the Company had outstanding commitments in 36 Private Equity funds (2017: 28) (see note 22). 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 2018 varied from 0.10% per

annum to 2.50% per annum (2017: 0.10% to 2.50%).

PE Investment Holdings 2018 LP pays an annual fee of £1,000 to the General Partner. This is not directly incurred by the Company but included in

the underlying value of the investment.

70 | F&C Investment Trust PLC
5. Other expenses

2018

£’000s

2017

£’000s

Other revenue expenses

Auditors’ remuneration:

for audit and audit-related assurance services

(1)

9496

for other services

(2)

9–

Custody fees502524

Depositary fees201179

Directors’ emoluments (see Remuneration Report on pages 44 to 46):

Fees for services to the Company 374349

Subscriptions 2121

Directors’ and officers’ liability insurance 3819

Marketing1,7221,002

Loan commitment and arrangement fees

(3)

346293

Registrars fees150153

Professional charges 256145

Printing and postage 142153

Sundry 291160

Total other revenue expenses4,1463,094

Capital expenses (see note 19)4461

Total other expenses4,1903,155

All expenses are stated gross of irrecoverable VAT, where applicable.

(1) Total auditors’ remuneration for audit services, exclusive of VAT, amounted to £85,000 (2017: £87,000 exclusive of VAT of which £10,000 relates to prior

year).

(2) Non-audit services paid to EY, exclusive of VAT, amounted to £8,000 in the year. This related to the testing of the Company’s contingency planning

arrangements (2017: £nil).

(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

2018

£’000s

2017

£’000s

Debenture stock2424

Loans 8,7497,281

Overdrafts112127

8,8857,432

Less: allocated to capital reserves (see note 2(c)(vii) and note 19)(6,664)(5,574)

2,2211,858

The interest on the debenture stock, loans and overdrafts is further analysed as follows:

Loans and overdrafts repayable within one year, not by instalments4,266324

Debenture and loans repayable after more than one year, not by instalments (see notes 15 and 16)4,6197,108

8,8857,432

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7. Taxation on ordinary activities

(a) Analysis of tax charge for the year

Revenue

£’000s

Capital

£’000s

2018

Total

£’000s

Revenue

£’000s

Capital

£’000s

2017

Total

£’000s

Corporation Tax at 19.00% (2017: 19.25%)––––––

Relief for overseas taxation ––––––

––––––

Overseas taxation8,015–8,0156,464–6,464

Indian tax on capital gains–2929–713713

Total taxation (note 7(b))8,015298,0446,4647137,177

The tax assessed for the year is higher (2017: lower) than the standard rate of Corporation Tax in the UK.

(b) Factors affecting the current tax charge for the year

Revenue

£’000s

Capital

£’000s

2018

Total

£’000s

Revenue

£’000s

Capital

£’000s

2017

Total

£’000s

Net return on ordinary activities before taxation 77,453(187,630)(110,177)69,950472,736542,686

Net return on ordinary activities multiplied by the standard rate of UK Corporation Tax of

19.00% (2017: 19.25%)

14,716(35,650)(20,934)13,46591,002104,467

Effects of:

Dividends

(1)

(16,472)–(16,472)(15,002)–(15,002)

Exchange (profits)/losses

(1)

(38)–(38)18–18

Capital returns

(1)

–31,93731,937–(94,263)(94,263)

Expenses not deductible for tax purposes 1498157871299

Expenses not utilised in the year 1,6453,7055,3501,4323,2494,681

Overseas tax in excess of double taxation relief8,015–8,0156,464–6,464

Indian tax on capital gains

(2)

–2929–713713

Total taxation (note 7(a))8,015298,0446,4647137,177

(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 securities 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 £59.5 million (2017: £55.1 million) in respect of unutilised expenses at 31 December 2018 which has not

been recognised in the financial statements as it is unlikely to be utilised in the foreseeable future. Of this amount £22.2 million (2017: £20.8 million) relates to

revenue expenses and £37.3 million (2017: £34.3 million) to capital expenses.

8. Net return per share

2018

pence

2018

£’000s

2017

pence

2017

£’000s

Total return(21.80)(118,221)98.46535,509

Revenue return12.8169,43811.6763,486

Capital return(34.61)(187,659)86.79472,023

Weighted average ordinary shares in issue, excluding shares held in treasury – number542,191,397543,844,221

72 | F&C Investment Trust PLC
9. Dividends

Dividends on ordinary shares Register date Payment date

2018

£’000s

2017

£’000s

2016 Third interim of 2.45p6-Jan-20171-Feb-2017–13,390

2016 Final of 2.70p31-Mar-20172-May-2017–14,718

2017 First interim of 2.50p7-Jul-20171-Aug-2017–13,583

2017 Second interim of 2.50p29-Sep-20171-Nov-2017–13,569

2017 Third interim of 2.70p5-Jan-20181-Feb-201814,639–

2017 Final of 2.70p3-Apr-20181-May-201814,639–

2018 First interim of 2.70p6-Jul-20181-Aug-201814,639–

2018 Second interim of 2.70p5-Oct-20181-Nov-201814,639–

58,55655,260

A third interim dividend of 2.80p was paid on 1 February 2019 to all shareholders on the register on 4 January 2019.

The Directors have proposed a final dividend in respect of the year ended 31 December 2018 of 2.80p payable on 8 May 2019 to all shareholders on the register at

close of business on 5 April 2019. 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.

2018

£’000s

2017

£’000s

Revenue available for distribution by way of dividends for the year 69,43863,486

First interim dividend for the year ended 31 December 2018 – 2.70p per share (2017: 2.50p)(14,639)(13,583)

Second interim dividend for the year ended 31 December 2018 – 2.70p per share (2017: 2.50p)(14,639)(13,569)

Third interim dividend for the year ended 31 December 2018 – 2.80p per share (2017: 2.70p)(15,184)(14,639)

Proposed final dividend for the year ended 31 December 2018 – 2.80p per share (2017: 2.70p) (15,223)(14,639)

(estimated cost based on 543,680,712 shares in issue at 6 March 2019, excluding shares held in treasury)

Estimated amount transferred to revenue reserve for Section 1159 purposes

(1)

9,753

7,056

(1) Represents 11.1% of total income as stated in Note 3 (2017: 9.0%)

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10. Investments and derivative financial instruments

Level 1

(1)


£’000s

Level 3

(1)


£’000s

2018

Total

£’000s

Level 1

(1)


£’000s

Level 3

(1)


£’000s


2017

Total

£’000s

Cost at 1 January2,642,652233,2132,875,8652,262,356225,8662,488,222

Unrealised gains/(losses) at 1 January1,057,220(6,527)1,050,693904,20540,255944,460

Valuation at 1 January 3,699,872226,6863,926,5583,166,561266,1213,432,682

Purchases at cost1,796,53868,3921,864,9301,362,59433,9331,396,527

Sales proceeds(1,842,255)(69,088)(1,911,343)(1,303,660)(85,339)(1,388,999)

Gains on investments sold347,27149,679396,950321,36258,753380,115

(Losses)/gains on investments held(551,546)(7,939)(559,485)153,015(46,782)106,233

Valuation at 31 December of investments3,449,880267,7303,717,6103,699,872226,6863,926,558

Analysed at 31 December

Cost2,944,206282,1963,226,4022,642,652233,2132,875,865

Unrealised gains/(losses)505,674(14,466)491,2081,057,220(6,527)1,050,693

Valuation at 31 December of investments3,449,880267,7303,717,6103,699,872226,6863,926,558

(Losses)/gains on investments held at fair value

2018

£’000s

2017

£’000s

Gains on investments sold396,950380,115

(Losses)/gains on investments held at year end(559,485)106,233

Total (losses)/gains on investments(162,535)486,348

(1) The hierarchy of investments and derivative instruments is described in note 2(c)(i) and below.

No investments held in 2018 or 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 BMO GAM

The portfolio of investments did not include at any time during the year any funds or investments managed or advised by BMO GAM (2017: 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 on all such holdings.

Unquoted investments

Unquoted investments include £266.5 million (2017: £225.3 million) of investments described as Private Equity, together with £1.2 million (2017: £1.4 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).

Derivative instruments

Derivative instruments included forward exchange contracts with a net exposure of £878,000 (2017: £nil) which were valued in accordance with level 2. See notes 14

and 25(c).

74 | F&C Investment Trust PLC
11. Substantial interests

At 31 December 2018 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,

incorporation and

operation

Number and class of

shares heldHolding

(1)

%

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

GraycliffUSA–4.80

Volpi CapitalEurope–4.30

Maison CapitalChina–4.80

PE Investment Holdings 2018 LP*Scotland–100.00

Other Investments

Esprit Capital Fund 1 LPEngland–10.80

Utilico Emerging Markets Trust plc ord 1pBermuda12,450,0005.33

(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.

*During the year the Company signed a Limited Partnership agreement in which it holds 100% of the Limited Partner share in PE Investment Holdings 2018 LP and

BMO GAM holds the General Partner interest. The Partnership was set up to partake in Private Equity investments. The registered address of PE Investment Holdings

2018 LP is 6th Floor, Quartermile 4, 7a Nightingale Way, Edinburgh, EH3 9EG.

During the year 10 investments previously held directly by the Company were transferred into this LP at a value of £52m with no gain, no loss to the LP.

The profit for the year ended 31 December 2018 in the LP was £4,214,000 and the Capital and Reserves was £62,350,000.

The outstanding commitment is shown in note 22.

12. Debtors

2018

£’000s

2017

£’000s

Investment debtors 29,8335,442

Prepayments and accrued income 5,2323,779

Overseas taxation recoverable 3,6332,692

Other debtors-750

38,69812,663

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13. Creditors: amounts falling due within one year

Loans

Non-instalment debt payable on demand or within one year

2018

£’000s

2017

£’000s

$80 million repayable April 201962,814-

¥6,600 million repayable April 201947,233-

Sterling loan £50 million repaid January 2018-50,000

110,04750,000

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.

At 31 December 2018 there was £nil 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

2018

£’000s

2017

£’000s

Investment creditors 30,7576,820

Management fees payable to the Manager1,8581,734

Cost of ordinary shares repurchased-194

Foreign exchange contracts878-

Other accrued expenses 2,0941,649

35,58710,397

15. Creditors: amounts falling due after more than one year

Loans

Non-instalment debt payable after more than one year

2018

£’000s

2017

£’000s

$80 million repayable April 2019-59,139

¥6,600 million repayable April 2019-43,311

€72 million repayable July 202264,62563,912

Loan notes £25 million repayable June 202825,00025,000

Loan notes £50 million repayable June 203150,00050,000

Loan notes £75 million repayable May 204875,000-

214,625241,362

In July 2015 the Company entered into a 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. In May 2018 the Company issued fixed rate senior unsecured notes of £75 million sterling

denominated loan notes expiring in May 2048. Interest rates applying to the notes are commercially competitive and fixed until the expiry dates.

At 6 March 2019, long-term borrowings comprised €72 million and £150 million loan notes (£212.0 million).

The market value of the long-term loans at 31 December 2018 was £220,534,000 based on the equivalent benchmark gilts or relevant commercially available current debt

(2017: £245,595,000).

76 | F&C Investment Trust PLC
16. Creditors: amounts falling due after more than one year

Debenture

2018

£’000s

2017

£’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 2018 was £429,000 (31 December 2017: £429,000).

17. Share capital

2018

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 forward19,638,304542,180,712561,819,016140,455

Shares sold from treasury(100,000)100,000--

Balance carried forward19,538,304542,280,712561,819,016140,455

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

During the year the Company issued 100,000 ordinary shares out of treasury raising proceeds of £667,000. The full proceeds of all shares issued 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 a further 1,400,000 shares have been issued, from treasury, raising proceeds of £9,324,000.

18. Capital redemption reserve

2018

£’000s

2017

£’000s

Balance brought forward and carried forward 122,307122,307

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Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

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)396,950-396,950-

Losses on investments held at year end (see note 10)-(559,485)(559,485)-

Exchange movements on foreign currency loan and cash balances (5,578)21(5,557)-

Management fees (see note 4) (12,830)-(12,830)-

Finance costs (see note 6) (6,664)-(6,664)-

Other capital charges (see note 5)(44)-(44)-

Capital gains tax (see note 7)(29)-(29)-

Net revenue return attributable to shareholders ---69,438

Total gains and losses transferred in current year371,805(559,464)(187,659)69,438

Proceeds from ordinary shares issued in year667-667-

Dividends paid in year (see note 9)---(58,556)

Balance brought forward 2,262,1201,051,8213,313,94191,320

Balance carried forward2,634,592492,3573,126,949102,202

Included within the capital reserve movement for the year is £635,000 (2017: £1,122,000) of dividend receipts recognised as capital in nature. £2,191,000 of

transaction costs on purchases of investments are included within the capital reserve movements disclosed above (2017: £1,483,000). £685,000 of transaction costs

on sales of investments are similarly included (2017: £798,000).

20. Net asset value per ordinary share

2018

£’000s

2017

£’000s

Net asset value per share – pence643.93676.53

Net assets attributable at end of period – £’000s3,491,9133,668,023

Ordinary shares of 25p in issue at end of year, excluding shares held in treasury – number542,280,712542,180,712

Net asset value per share (with the debenture stock and long term loans at market value – see notes 15 and 16) was 642.87p (31 December 2017: 675.78p).

78 | F&C Investment Trust PLC
21. Reconciliation of net return before taxation to cash flows from operating activities

2018

£’000s

2017

£’000s

Net return on ordinary activities before taxation(110,177)542,686

Adjust for non-cash flow items, dividend income and interest expense:

Losses/(gains) on investments 162,535(486,348)

Exchange losses/(profits)5,358(3,233)

Non-operating expenses of a capital nature4461

Decrease/(increase) in debtors782(793)

Increase/(decrease) in creditors 324(201)

Dividends receivable(86,692)(77,934)

Interest payable8,8857,432

Tax on overseas income and Indian Capital Gains Tax(8,754)(7,896)

82,482(568,912)

Cash flows from operating activities (before dividends received and interest paid)(27,695)(26,226)

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Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

22. Capital commitments

The Company had the following outstanding capital commitments at the year end:

2018

Currency

2017

Currency

2018

£’000s

2017

£’000s

Managed by HarbourVest:

HarbourVest Partners VII:

– Buyout Partnership Fund LPUS$4.3mUS$4.3m3,3683,171

– Venture Partnership Fund LPUS$0.5mUS$0.5m412388

– Mezzanine Fund LPUS$0.7mUS$0.7m565532

Dover Street VI LPUS$3.1mUS$3.1m2,4402,297

Dover Street VII LPUS$3.2mUS$3.2m2,5032,356

HarbourVest Partners V – Asia Pacific and Rest of World LPUS$1.5mUS$1.5m1,1781,109

HarbourVest Partners VIII:

– Buyout Partnership Fund LP US$2.7mUS$2.7m2,1201,996

– Venture Partnership Fund LP US$0.8mUS$0.8m628591

HIPEP V – Direct Fund LP€3.0m€3.0m2,6932,663

HIPEP VI – Asia Pacific Fund LPUS$1.5mUS$1.6m1,1781,201

HIPEP VI – Emerging Markets Fund US$0.6mUS$1.6m4911,201

Managed by Pantheon:

Pantheon Europe Fund III LP €5.4m€5.4m4,8114,758

Pantheon Europe Fund V LP €6.3m€6.3m5,6555,592

Pantheon Asia Fund IV LPUS$2.7mUS$3.0m2,0812,181

Pantheon Asia Fund V LPUS$4.1mUS$4.1m3,2393,049

Pantheon Global Secondary Fund III LPUS$2.4mUS$2.4m1,9241,811

Selected by BMO GAM:

Esprit Capital Fund I LP £0.27m£0.27m265265

Astorg VI

(1)

€2.8m€4.8m2,5134,296

Inflexion Supplemental IV

(1)

£0.5m£1.4m5151,438

August Equity IV

(1)

£3.8m£4.8m3,7794,826

DBAG Fund VII

(1)

€4.0m€5.1m3,5734,506

DBAG Fund VII B

(1)

€0.9m€0.9m820816

Procuritas VI

(1)

€5.6m€6.1m4,9965,421

Warburg Pincus China Fund

(1)

US$2.2mUS$5.2m1,7153,809

Stellex Capital

(1)

US$2.2mUS$3.4m1,7442,480

Centana

(1)

US$2.6mUS$3.3m2,0312,462

Graycliff

(1)

US$2.8mUS$3.7m2,1962,766

Apposite Healthcare

(1)

–£1.6m–1,638

NEM Imprese III

(1)

€3.0m–2,698–

Volpi Capital

(1)

€0.4m–384–

MidOcean

(1)

US$8.6m–6,753–

Maison Capital

(1)

US$6.1m–4,827–

Inflexion Partnership Capital II

(1)

£3.5m–3,491–

Inflexion Buyout Fund V

(1)

£3.8m–3,781–

PE Investment Holdings 2018 LP

(1)

£104.1m–104,147–

Verdane Edda

(1)

SEK 80.0m–7,085–

MVM

(1)

US$13m–10,207–

–202,80669,619

(1) BMO GAM is responsible for the selection and oversight of these funds, within the terms of its management agreement with the Company.

80 | F&C Investment Trust PLC
23. Related party transactions

The following are considered related parties: the Board of Directors and the Manager (including 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 45 and as

set out in note 5. 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 BMO GAM 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 41 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 9. 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.

Report and Accounts 2018 | 81
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Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

Financial Risk Management (continued)

Currency Exposure

The carrying value of the Company’s assets and liabilities at 31 December, by currency, are shown below:

2018

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

Sterling1,01026,956(575)(150,000)(2,254)(124,863)352,259227,396

US Dollar15,07250,668–(62,814)(14,050)(11,124)2,097,4882,086,364

Euro1,69617,057–(64,625)(403)(46,275)437,294391,019

Yen1,0501,750–(47,233)(4,407)(48,840)367,832318,992

Other19,8708––(14,473)5,405462,737468,142

Total38,69896,439(575)(324,672)(35,587)(225,697)3,717,6103,491,913

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

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:

2018Average 2017

US Dollar1.27361.33281.3527

Euro1.11411.12911.1265

Yen139.7330147.1721152.3873

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 NAV per share:

Weakening of Sterling

US$

£’000s


£’000s

2018

¥

£’000s

US$

£’000s


£’000s

2017

¥

£’000s

Income Statement Return after tax

Revenue return2,4851,4968141,9831,370708

Capital return 208,63639,10231,899193,92548,49537,653

Total return211,12140,59832,713195,90849,86538,361

NAV per share – pence38.937.496.0336.139.207.08

82 | F&C Investment Trust PLC
25. Financial Risk Management (continued)

Strengthening of Sterling

US$

£’000s


£’000s

2018

¥

£’000s

US$

£’000s


£’000s

2017

¥

£’000s

Income statement return after tax

Revenue return(2,485)(1,496)(814)(1,983)(1,370)(708)

Capital return (208,636)(39,102)(31,899)(193,925)(48,495)(37,653)

Total return(211,121)(40,598)(32,713)(195,908)(49,865)(38,361)

NAV per share – pence(38.93)(7.49)(6.03)(36.13)(9.20)(7.08)

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

2018


Total

£’000s

Within

one year

£’000s

More than

one year

£’000s

2017


Total

£’000s

Exposure to floating rates

Cash27,875–27,8753,461–3,461

Exposure to fixed rates

Deposits 68,564–68,56427,675–27,675

Debentures-(575)(575)–(575)(575)

Other borrowings(110,047)(214,625)(324,672)(50,000)(241,362)(291,362)

Net exposures

At year end(13,608)(215,200)(228,808)(18,864)(241,937)(260,801)

Maximum in year(95,115)(214,421)(309,536)(18,864)(241,937)(260,801)

Minimum in year(13,608)(215,200)(228,808)45,705(253,741)(208,036)

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. 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.

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Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

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

2018

Decrease

in rate

£’000s

Increase

in rate

£’000s

2017

Decrease

in rate

£’000s

Revenue return557(557)69(69)

Capital return––––

Total return557(557)69(69)

NAV per share – pence0.10(0.10)0.01(0.01)

Other market risk exposures

The portfolio of investments, valued at £3,717,610,000 at 31 December 2018 (2017: £3,926,558,000) 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 region 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

2018

Decrease

in value

£’000s

Increase

in value

£’000s

2017

Decrease

in value

£’000s

Income statement capital return743,522(743,522)785,312(785,312)

NAV per share – pence137.11(137.11)144.84(144.84)

(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 2018); 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 £400 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 2018 was £3,224 million. Actual borrowings at

market value at 31 December 2018 were £330.6 million in loans (see notes 13 and 15) and £0.4 million in a debenture at market value (see note 16).

At 31 December 2018 the Company had £202.8 million outstanding commitments to Private Equity investments, payable over more than one year (see note 22).

84 | F&C 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:

2018

Three months

or less

£’000s

More than three

months but less

than one year

£’000s

More than

one year

£’000s

Total

£’000s

Forward exchange contracts878--878

Other creditors35,633110,283-145,916

Long-term liabilities

(1)

(including interest)2735,314305,726311,313

36,784115,597305,726458,107

(1) See notes 15 and 16 for maturity dates

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

(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 BMO GAM (including the

Fund Manager) and with its Risk Management function. In reaching its conclusions, the Board also reviews BMO GAM’s annual Audit and Assurance Faculty Report.

The Company had no credit-rated bonds or similar securities in its portfolio at the year end (2017: none) and does not normally invest in them. None of the Company’s

financial liabilities is past its due date or impaired.

During the year the Company sold EUR 22.5m, USD 89.7m and JPY 1,444.0m for sterling resulting in a net exposure of £878,000 as at 31 December 2018. No

derivative transactions were undertaken in 2017. The maximum exposure to credit risk on cash and debtors equates to their carrying amounts.

(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 2018 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.

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Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

Financial Risk Management (continued)

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 2018, 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. Dividend payments are set out in note 9. The Directors have no current intention to pay dividends out of

capital reserves. Borrowings are set out in notes 13, 15 and 16.

26. 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 BMO on

request.

The Company’s maximum and actual leverage levels at 31 December 2018 are shown below:

Leverage exposure

Gross

method

Commitment

method

Maximum permitted limit200%200%

Actual109%109%

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 2018 (2017: 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.

86 | F&C Investment Trust PLC
All Company data are based on assets, liabilities, earnings and expenses as reported in accordance with the Company’s accounting policies and is

unaudited but derived from the audited Accounts or specified third party data providers.

Assets

at 31 December

£m20082009201020112012201320142015201620172018

Total assets less current liabilities (excl loans)2,0032,0692,4252,2142,4012,6572,8383,0013,4613,9603,817

Prior charges221111282286322227261299248292325

Available for ordinary shares1,7821,9582,1431,9282,0792,4302,5772,7023,2133,6683,492

Number of ordinary shares (million)

(1)

679632610590577570562559547542542


NAV

at 31 December

pence20082009201020112012201320142015201620172018

NAV per share – with debt at par262.5309.8351.2326.6360.2426.1458.4483.4587.9676.5643.9

NAV total return % – 5 years

(2)

65.3

NAV total return % – 10 years

(2)

204.0


Share Price

at 31 December

pence

20082009201020112012201320142015201620172018

Middle market price per share 228.5272.1309.6288.5320.5378.0421.2449.2544.0647.0633.0

Share price High 319.0275.3311.0327.9321.6383.0425.9465.0544.0649.0741.0

Share price Low 209.0185.8251.4261.5282.5320.5363.0401.6391.2542.0612.0

Share price total return % – 5 years

(2)

84.3

Share price total return % – 10 years

(2)

247.5


Revenue

for the year ended 31 December

20082009201020112012201320142015201620172018

Available for ordinary shares – £’000s 46,98935,60934,65440,27040,84144,03737,85747,262

(3)

58,393

(3)

63,486

(3)

69,438

(3)

Net revenue return per share – pence6.905.315.616.747.027.696.698.4210.5711.6712.81

Dividends per share – pence6.456.656.757.108.509.009.309.609.8510.4011.00

(1) Shares entitled to dividends.

(2) Source: Morningstar UK Limited.

(3) Management fees and finance costs allocated 25% to revenue account (previously 50%).

Ten Year Record (unaudited)

Report and Accounts 2018 | 87
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Financial Report

Performance

(Rebased to 100 at 31 December 2008) 2008200920102011 2012201320142015201620172018

NAV per share100.0118.0133.8124.4137.2162.3174.6184.2224.0257.7245.3

Middle market price per share100.0119.1135.5126.3140.3165.4184.3196.6238.1283.2277.0

Net revenue return per share100.077.081.397.7101.7111.497.0122.0153.2169.1185.7

Dividends per share100.0103.1104.7110.1131.8139.5144.2148.8152.7161.2170.5

Consumer Prices Index100.0102.9106.7111.2114.2116.5117.1117.4119.2122.7125.3


Cost of running the Company

%20082009201020112012201320142015201620172018

Expressed as a percentage of average net assets:

Total Expense Ratio

(4)

0.640.630.590.570.550.500.530.530.530.520.56

Ongoing Charges

(4)(5)

–––0.920.900.860.870.800.790.790.65

Total Costs

(4)(6)

–––––––––1.061.01

Gearing

(7)


at 31 December %20082009201020112012201320142015201620172018

Net gearing 12.26.013.215.814.38.08.98.66.97.26.6

(4) See Alternative Performance Measures on page 95 for explanation.

(5) Not calculated for years prior to 2011.

(6) Not calculated for years prior to 2017.

(7) See Glossary of Terms “Gearing”, page 97.

Analysis of Ordinary Shareholders


CategoryHolding % at 31 Dec 2018Holding % at 31 Dec 2017

BMO Savings Plans45.145.0

Discretionary/Advisory17.917.7

Platforms (IFA

(1)

and Direct to Consumer)20.215.8

Institutions7.09.8

Direct Individuals6.98.7

Old Mutual International 2.93.0

100.0100.0

Source: BMO GAM.

(1) Independent Financial Adviser products.

88 | F&C Investment Trust PLC
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 2020 (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.

Notice is hereby given that the one hundred and fortieth Annual General

Meeting of the Company will be held at Merchant Taylors’ Hall, 30

Threadneedle Street, London EC2 on Thursday 2 May 2019 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 2018.

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 2018 of 2.8

pence per ordinary share.

4. To re-elect Sarah Arkle as a Director.

5. To re-elect Sir Roger Bone as a Director.

6. To re-elect Francesca Ecsery as a Director.

7. To re-elect Simon Fraser as a Director.

8. To re-elect Jeffrey Hewitt as a Director.

9. To re-elect Beatrice Hollond as a Director.

10. To re-elect Edward Knapp as a Director.

11. To re-elect 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 2020 or 30 June 2020 (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.

Notice of Annual General Meeting

Report and Accounts 2018 | 89
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Mansion

House

Bank

Monument

Cornhill

Leadenhall Steet

Threadneedle Street

Bank

of

England

Lloyds

of

London

Fenchurch St

Station

Liverpool

Street

King William Street

Bishopsgate

Old Broad Street

Lombard Street

Threadneedles

Hotel

Merchant

Taylors’ Hall

Meeting Location

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 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 2020 (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.

By Order of the Board

BMO Investment

Business Limited

Secretary

11 March 2019

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.

Notice of Meeting

90 | F&C Investment Trust PLC
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 at close of business on 30 April 2019 (the “Specified

Time”) (or, if the meeting is adjourned to a time more than 48 hours

after the Specified Time, by close of business 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

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 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 BMO Investment

Trust ISA, Junior ISA, Child Trust Fund, General Investment Account

and/or Junior Investment Account should ensure that forms of

direction are returned to Computershare Investor Services PLC not

later than 12 noon on 25 April 2019. 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 25 April 2019.

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,

Report and Accounts 2018 | 91
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Notice of Meeting

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).

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 6 March 2019, 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 543,680,712 ordinary shares of 25 pence

each carrying one vote each. Therefore, the total voting rights in the

Company as at 6 March 2019 are 543,680,712.

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 6 March 2019 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 fandcit.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; 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,

92 | F&C Investment Trust PLC
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 20 March 2019,

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.

Report and Accounts 2018 | 93
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

dividend income received in their entire share portfolios is £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).

Association of Investment Companies (“AIC”)

FCIT 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 requires investment fund companies 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 who have purchased shares in investment trusts. 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 gov.uk/

government/publications/exchange-of-information-account-holders.

Registered in England and Wales with Company Registration No. 12901

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 fandcit.com. The

website 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 fandcit.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 FCIT is shown in the investment

trust section of the stock market page in most leading newspapers.

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 £11,700 in

the tax year ended 5 April 2019 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 (£34,500 in 2018–19

tax year). A higher rate of 20% will apply to those whose income and

gains exceed this figure.

Income tax

The final dividend of 2.80 pence per share is payable on 8 May 2019.

Since 6 April 2018 the annual tax-free allowance to UK residents on

Information for Shareholders

Other Information

94 | F&C Investment Trust PLC
Charges

Annual management charges and other charges apply according to the type of plan.

Annual account charge

ISA: £60+VAT

GIA: £40+VAT

JISA/JIA/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%

GIA/JIA/JISA: 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 GIA, JIA and JISA.

There are no dealing charges on a CTF but a switching charge of £25 applies if more

than 2 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.

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 ensure you have read the full Terms and

Conditions, Privacy Policy and relevant Key Features documents before investing.

For regulatory purposes, please ensure you have read the Pre-sales cost disclosures

related to the product you are applying for, and the relevant Key Information

Documents (KIDs) for the investment trusts you are wanting to invest into.

HOW TO INVEST

To open a new BMO plan, apply online at bmogam.com/apply

Note, this is not available if you are transferring an existing plan with another

provider to BMO, or if you are applying for a new plan in more than one name.

New Customers:

Call: 0800 136 420**

(

8:30am – 5:30pm, weekdays.)

Email: info@bmogam.com

Existing Plan Holders:

Call: 0345 600 3030**

(

9:00am – 5:00pm, weekdays)

Email: investor.enquiries@bmogam.com

By post: BMO 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,

Halifax, Hargreaves Lansdown, HSBC, Interactive Investor, LLoyds Bank,

Selftrade, The Share Centre.

One of the most convenient ways to invest in F&C Investment Trust PLC is through one of the savings plans run by BMO.

BMO Asset Management Limited

© BMO Asset Management Limited 2019. Issued and approved by BMO Asset

Management Limited which is authorised and regulated by the Financial Conduct Authority.

Registered Office: Exchange House, Primrose Street, London EC2A 2NY. Registered in

England & Wales No 517895. L56_10/18_CM11982

BMO Investment Trust ISA

You can use your ISA allowance to make an annual tax-

efficient investment of up to £20,000 for the 2019/20 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.

BMO Junior ISA ( JISA)*

You can invest up to £4,368 for the tax year 2019/20 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 BMO or

another provider) to a BMO JISA.

BMO Child Trust Fund (CTF)*

If your child has a CTF you can invest up to £4,368 for the

2019/20 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 a BMO CTF. Please note, the

CTF has been replaced by the JISA and is only available to

investors who already hold a CTF.

BMO General Investment Account (GIA)

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.

BMO Junior Investment Account (JIA)

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.

* The CTF and JISA accounts are opened in the child’s name and they have

access to the money at age 18.

** Calls may be recorded or monitored for training and quality purposes.

How to invest

Report and Accounts 2018 | 95
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Other Information

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 stockmarket. 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 17.

Net Asset Value (NAV) with Debt at Market Value – the Company’s debt (debenture and loans) is valued in the Balance Sheet (on page 62) 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 75 and 76) 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 62 to derive the NAV with debt at market value. The NAV with debt at market value at 31 December 2018 was £3,486,150,000

(642.87p per share) and the NAV with debt at par was £3,491,913,000 (643.93p 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 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 – £8.9m or 0.25% 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 69) and note 5 (page 70) 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 the Accounts

(on page 72).

(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 99.

Alternative Performance Measures

96 | F&C Investment Trust PLC
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 BMO has outsourced trade processing, valuation and middle

office tasks and systems.

AGM – annual general meeting of the Company to be held on 2 May 2019.

AIC – Association of Investment Companies, the trade body for closed-ended Investment Companies.

AIFMD – the Alternative Investment Fund Managers Directive that requires investment vehicles in the European Union to appoint a Depositary

and an Alternative Investment Fund Manager.

AIFM – the Alternative Investment Fund Manager appointed by the Board of Directors in accordance with the AIFMD is the Company’s Manager,

as defined below.

BMO – Bank of Montreal, which is the parent company of BMO Asset Management (Holdings) PLC which in turn owns BMO GAM.

BMO GAM – Together, the Manager and it’s sister company, BMO Asset Management Limited, which operate under the trading name BMO Global

Asset Management.

BMO savings plans – previously the F&C savings plans, these are now the BMO General Investment Account, BMO Junior Investment Account,

BMO Investment Trust ISA, BMO Junior ISA and BMO Child Trust Fund operated by BMO Asset Management Limited, a company authorised by the

Financial Conduct Authority.

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.

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.

Glossary of Terms

Report and Accounts 2018 | 97
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Other Information

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 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)

(xi), 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.

FCIT – F&C Investment Trust PLC or “the Company” and previously named Foreign & Colonial Investment Trust PLC.

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.

General Data Protection Regulation (GDPR) – GDPR is a regulation that requires businesses to protect the personal data and privacy of EU citizens

for transactions that occur within EU member states.

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.

98 | F&C Investment Trust PLC
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

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) – BMO Investment Business Limited, a subsidiary of BMO Asset Management (Holdings) PLC, which in turn is wholly owned by

Bank of Montreal (“BMO”). Its responsibilities and fee are set out in the Business Model, Report of the Management Engagement Committee

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 stockmarket 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.

Non-Financial Information Statement (NFIS) – Under sections 414CA and 414CB of the Companies Act 2006 certain large companies within scope

are subject to an additional layer of narrative reporting originally introduced under EU Non-Financial Reporting Directive (EU/2014/95) and

implemented by amending the strategic report requirements in the Companies Act 2006 by the Companies, Partnerships and Groups (Accounts

and Non-Financial Reporting) Regulations 2016. The regulations require those companies to disclose to the extent necessary an understanding

of the company’s development, performance, position and impact of its activity, information relating to environmental, employee, social,

respect for human rights, anti-corruption and anti-bribery matters. Although F&C Investment Trust PLC does not fall within the scope of these

requirements, the Board has opted to do so and has integrated the disclosures into the Strategic Report. F&C Investment Trust PLC’s Non-

Financial Reporting disclosures that have been made in relation to the requirements are referenced in the following table to indicate in which

part of the Strategic Report they appear.


Non-financial informationSectionPage

Business modelStrategic report and business model8

PoliciesPrincipal policies16

Principal RisksPrincipal risks and future prospects20

Key performance IndicatorsKey Performance Indicators19

Report and Accounts 2018 | 99
Other Information

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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 that require generic pre-sale disclosure of investment “product”

costs, risks and indicative future return scenarios. The Company’s ordinary shares are defined as a product for the purposes of the regulations.

Costs as calculated under PRIIPs are explained within Alternative Performance Measures on page 95, 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.

Section 172(1) – Section 172(1) of the Companies Act 2006 requires a director of a company to act in the way he considers, in good faith, to be

most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard to matters specified

in that section. The directors are required to report on this in the Strategic Report section of the Report and Accounts each year.

Sustainable Development Goals (SDGs) – The 2030 Agenda for Sustainable Development, adopted by all United Nations Member States in 2015,

provides a shared blueprint for peace and prosperity for people and the planet, now and into the future. At its heart are the 17 goals, which are

an urgent call for action by all countries - developed and developing - in a global partnership. They recognise that ending poverty and other

deprivations must go hand-in-hand with strategies that improve health and education, reduce inequality, and spur economic growth – all the

while tackling climate change and working to preserve our oceans and forests.

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. It has been revised with effect from 1 January 2019.

The United Nations-supported Principles for Responsible Investment (UNPRI) – An international network of investors working together with the

goal of understanding the implications of sustainability for investors and support signatories to incorporate these issues into their investment

decision-making and ownership practices. In implementing the Principles, signatories contribute to the development of a more sustainable

global financial system. The Principles offer a menu of possible actions for incorporating environmental, social and corporate governance issues

into investment practices across asset classes.

100 | F&C Investment Trust PLC
Warning to Shareholders – Beware of Share Fraud.

Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell to you shares that turn out to be worthless or

non-existent, or to buy your shares at an inflated price in return for an upfront payment following which the proceeds are never received.

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.

© 2019 BMO Global Asset Management. All rights reserved. BMO Global Asset Management is a trading name of BMO Asset Management Limited, which is authorised and regulated
by the Financial Conduct Authority.

Registered office:

Exchange House, Primrose Street, London EC2A 2NY

020 7628 8000 Fax: 020 7628 8188

fandcit.com

info@bmogam.com

Registrars:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road

Bristol BS99 6ZZ

0800 923 1506 Fax: 0870 703 6143

computershare.com

web.queries@computershare.co.uk

F&C

Investment

Trust PLC

Report and Accounts 2018

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.