Annual Financial Report
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
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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
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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).
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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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Governance Report
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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Governance Report
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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Strategic Report
Governance Report
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.