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Annual Financial Report

Annual Report10 March 2022FCTFinancials

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





10 March 2022



F&C INVESTMENT TRUST PLC


LEI: 213800W6B18ZHTNG7371



Report and Accounts for the year ended 31 December 2021 (including the Notice of Meeting)



A copy of the above document has been submitted to the National Storage Mechanism and will

shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism



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






Name of contact and telephone number for enquiries:

Jonathan Latter

For and on behalf of BMO Investment Business Limited, Secretary

Telephone: 020 7628 8000

---

F&C Investment
Trust PLC

Report and Accounts

31 December 2021

The foundation for your savings and investments

Report and Accounts 2021 | 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

Purpose, Strategy and Business Model 8

Section 172 Statement 10

Key Performance Indicators 12

Fund Manager’s Review 14

Our Approach to Responsible Investment 20

Ten Year Record 28

Twenty Largest Listed Equity Holdings 30

Principal Risks and Future Prospects 32

Principal policies 37

Governance Report

Directors 39

Chairman’s statement on corporate governance 41

Applying the principles of the UK Code 42

Directors’ Report 44

Report of the Management Engagement Committee 49

Report of the Nomination Committee 51

Remuneration Report 52

Report of the Audit Committee 55

Statement of Directors’ Responsibilities 60

Independent Auditor’s Report 61

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are

recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent

financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another

appropriately authorised financial adviser. If you have sold or otherwise transferred all your ordinary shares in 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

Financial Report

Income Statement 68

Statement of Changes in Equity 69

Balance Sheet 70

Statement of Cash Flows 71

Notes to the Accounts 72

Notice of Annual General Meeting 94

Other Information

Management and Advisers 99

Additional Information for Shareholders 100

How to Invest 101

Alternative Performance Measures 102

Glossary of Terms 105

2022-23 Financial year events

Annual General Meeting 3 May 2022

Final dividend payable for 202110 May 2022

Interim Results for 2022 announced end July 2022

First interim dividend for 2022August 2022

Second interim dividend for 2022November 2022

Third interim dividend for 2022February 2023

Final Results for 2022 announcedMarch 2023

Final dividend for 2022May 2023

2 | F&C Investment Trust PLC
F&C Investment Trust PLC (the ‘Company’ or ‘FCIT’) was founded in 1868 as the first investment trust with

the purpose of providing the investor of more moderate means access to the same opportunities and

advantages as the very largest investors.

This purpose continues today, providing a foundation for the long-term investment needs of large and small

investors through a diversified, convenient and cost effective global investment choice.

Our objective is to achieve 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, combined with the use of gearing.

Our approach is designed to obtain the investment performance benefits from a range of individually

concentrated global and regional portfolios alongside the diversification benefits of lower risk and lower

volatility achieved by managing these portfolios in combination. Offering a globally diversified portfolio of

growth assets, the Company aims to be a core investment choice through all available channels.

The Company continues to evolve, allowing it to keep pace with new investment opportunities and

maintain its relevance in today’s world. A commitment has been made to transition the Company's portfolio

to net zero carbon emissions by 2050, at the latest. The Company 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 up to date as at the date of this report and are based on

the Directors’ current view and on information available to them as at that date. There is no obligation to update the statements and nothing should be

construed as a profit forecast.

Report and Accounts 2021 | 3
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Annual dividend


*

per share up by 5.8%

to 12.8p, our 51st

consecutive annual

increase

51st

Our discount* to NAV,

moved from 5.4% to

end the year at 7.3%

-7. 3 %

Net Asset Value total return*

of 21.7%, with debt at market

value which was ahead of the

return from our benchmark,

the FTSE All-World Index,

of 19.5%

21.7%

19.4% share price total

return*

19.4%

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 pages 102 to 104.


The final dividend for 2021 is subject to shareholder approval at the forthcoming Annual General Meeting.

Dividends


* per share – pence

Share price discount/premium* to net asset value*


at

31 December – %

A dividend has been paid every year since inception and has increased every year for the past 51 years and

over the last ten years is up 80.3% (6.1% compound per annum), compared with inflation of 21.0% (1.9%

compound per annum).

Overview

Source: BMO GAM

Net asset value* per share with debt at market value at

31 December – pence

0p

100p

200p

300p

400p

500p

600p

700p

800p

900p

1,000p

2021202020192018201720162015201420132012

-12%

-10%

-8%

-6%

-4%

-2%

0%

2%

2021202020192018201720162015201420132012

0p

2p

4p

6p

8p

10p

12p

14p

2021202020192018201720162015201420132012

Mid-market price per share at 31 December – pence

0p

100p

200p

300p

400p

500p

600p

700p

800p

900p

1,000p

2021202020192018201720162015201420132012

Source: BMO GAM

Source: BMO GAMSource: BMO GAM

Financial Highlights

In the last ten years the Company has grown a £1,000 investment, with dividends reinvested, to £3,919.

4 | F&C Investment Trust PLC
Dear Shareholder,

While Covid-19 continued to dominate the political, economic and

market backdrop during 2021, a sharp recovery in global growth

and continued monetary and fiscal support led to strong gains. The

Company’s share price total return for the year was 19.4%. Our Net

Asset Value (‘NAV’) total return, taking debt at market value, of 21.7%

exceeded the gains from our benchmark of 19.5%.

Our NAV per share, with debt at market value, rose from 831.8p per

share to 998.7p per share and our share price rose from 787.0p to

926.0p, ending the year close to record highs. The discount on which

our shares traded relative to NAV widened, from 5.4% at the start of

year, to 7.3% at the year end.

100

110

120

130

140

150

160

170

180

190

201420192011201220152016201720182013

Consumer Price Index

FCIT annual dividend per share

20202021

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

100

150

200

250

300

350

400

201420192011201220152016201720182013

FCIT - NAV total return

FCIT - Share price total return

2020

Market Benchmark

2021

It was a year of outperformance from our private equity holdings,

against listed market equivalents, where both our recent and our older

investments produced strong gains. Our portfolios of listed investments

delivered strong absolute returns led by North American equities,

notably with the value component outperforming the growth portfolio.

In aggregate, the listed portfolios slightly lagged the return from the

benchmark while gearing enhanced our overall returns in the strong

market environment. This was helped further by global interest rate

rises having the effect of reducing the fair value of our outstanding

debt. Further information on investment performance can be found in

the Fund Manager’s Review on page 14.

Beatrice Hollond, Chairman

“2021 was a good year for our shareholders, despite a very uncertain backdrop, and our

objective remains firmly focused on the delivery of growth in both capital and income

for shareholders over the long-term.”

Chairman’s Statement

(1)

See Glossary of terms on page 105 for explanation of “benchmark”

Report and Accounts 2021 | 5
Chairman’s Statement

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

consecutive rise in annual dividends, it is our one hundred and fifty

fourth annual dividend payment.

Shareholders can also take comfort that, in addition to our substantial

revenue reserve, we have the authority to utilise our capital reserves,

which stood at £4.9bn at the year end, to support dividend payments

should we need to. We therefore remain in a very strong position to

continue our track record of increasing annual dividends in the future.

It also remains the hope and aspiration of the Board to continue to

deliver real rises in these dividends over the long-term.

Discount/Premium

For several years your Company’s share price moved closer to parity

with the NAV per share and, at times in 2018 and 2019, traded at

a premium, enabling us to reissue shares from treasury. At the

onset of the pandemic in 2020, however, our share price returned

to a discount in the face of the sharp fall in equity markets and the

consequent fall in retail demand. Our shares continued to trade at a

discount throughout 2021 and we bought back a total of 9.9m shares

into treasury as part of our ongoing commitment towards achieving

a sustainably low deviation between the share price and NAV. The

discount moved from 5.4% to 7.3% over the year, averaging 7.2%,

compared with 6.1% in 2020.

Cost efficiency and management fee reduction

Our Ongoing Charges figure fell again this year from 0.59% to 0.54%,

representing a further improvement in this measure of cost efficiency

and continuing the trend of recent years. This partly reflects the

management fee structure which is designed to bring down our cost

ratios as the Company grows and to pass the benefits of scale on

to shareholders. The Board remains focused on delivering value for

money for shareholders as part of its performance objectives.

I am also very pleased to report that, following constructive discussions

with our Manager, the Company’s management fee rate has been

reduced and with effect from 1 January 2022 it will be charged at a rate

of 0.325% per annum of the market capitalisation of the Company up

to £3.0 billion, then at 0.3% up to £4.0 billion and 0.25% beyond that

level. With effect from 1 January 2023, the rate of 0.3% will be applied

to a revised first tier of up to £4.0 billion and of 0.25% thereafter.

These reductions will help to bring down our cost ratio further as the

Company continues to grow.

Borrowings

Interest rates remain at historically low levels despite recent rises in

inflation. The Board continues to view this as an attractive environment

in which to lock in low rates on long-dated borrowings that should

enhance our NAV returns from the investments made over their

lifetime. During the year we therefore issued, and drew down, long-

Our long-term focus

2021 was a good year for our shareholders, despite a very uncertain

backdrop, and our objective remains firmly focused on the delivery of

growth in both capital and income for shareholders over the long-term.

The past decade has seen exceptional returns for investors in global

equities and your Company has delivered a total shareholder return

of 291.9% over the ten-year period to the end of 2021, equivalent to

14.6% per annum. Indeed, shareholder returns have been positive in

nine of the past ten calendar years, with only 2018 seeing a small loss

in value.

Reflecting further on longer-term returns and the power of

compounding, over the twenty-year period to 31 December 2021 the

Company’s share price total return was 536.1%, equivalent to 9.7%

per annum. Our capital-only returns over the past twenty years were

318.1%. Dividends paid to shareholders have risen by 80.3% over the

past decade and by 287.9% over the past twenty years. Such results

continue to demonstrate the importance of compounding income and

capital gains over long periods of time in the process of value creation

for shareholders, together with effective risk management and taking

a long-term view through market volatility.

Increased returns and dividend

Following the most challenging year for our revenue for over a decade,

we enjoyed a robust recovery in 2021. Our income rose on the year to

£58.5m (after tax) while special dividends increased slightly to £1.4m

(2020: £1.2m). The impact of currency movements is estimated to have

detracted £4.0m from our income (2020: £0.4m). Our Net Revenue

Return per share rose to 10.99 pence per share from 9.71 pence per

share in 2020.

Throughout the pandemic the Board has carefully considered the

revenue position of your Company and the increasing significance

of rising inflationary pressures. While our revenue increased during

2021, it remains below pre-pandemic levels and below the level of our

recent annual dividend payments. However, one of our strengths as an

investment trust company is to be able to utilise the revenue reserve

to make up such shortfalls in annual revenue and continue to increase

dividend payments for shareholders when this is appropriate.

I am therefore delighted to report another rise in the proposed annual

dividend, which will in part be funded by our revenue reserve. Subject

to approval at the Annual General Meeting (‘A G M ’), shareholders

will receive a final dividend of 3.8 pence per share on 10 May 2022,

bringing the total dividend for 2021 to 12.8 pence: an increase of 5.8%

over that of 2020. The increase is ahead of the 5.4% rise in inflation

as measured by the Consumer Price Index for the 12 months to

31 December 2021 and therefore represents a real rise in the dividend

for the calendar year. In addition, as well as being our fifty first

6 | F&C Investment Trust PLC
dated private placement loan notes totalling £140m. In December, we

agreed to issue a further £140m which have also now been drawn

down.

Currency Hedge

As reported last year, in late 2020 we bought £300m of sterling as a

strategic, partial hedge on our overseas currency exposure. Towards

the end of 2021, we reduced the size of the hedge to £200m. During

the year, this position realised a capital gain of £9.1m. At the end of the

year, we carried forward an unrealised capital loss of £4.8m.

Responsible Investment and our commitment to Net Zero

Last year we announced our commitment to transition the Company’s

portfolio to net zero carbon emissions by 2050, at the latest. During the

year the Board has considered how it will implement that transition

and how our progress towards achieving it is measured. We recognise

the importance of reporting our progress in a clear and consistent way

and therefore detailed information is provided in the report on Our

Approach to Responsible Investment on pages 20 to 27. In the Fund

Manager’s report you will find information on our very limited holdings

in Russian securities. In summary, while the current regime exists

in Russia, our approach will be to sell the very small holdings in the

portfolio as soon as is practical.

F&C Investment Trust lecture

Following the success of the lectures that the Company sponsored in

2018 and 2020, I am pleased to advise that the Company will again be

sponsoring a lecture this year. Providing Covid-19 related restrictions do

not prevent us from doing so, the lecture will be held at The Guildhall,

London on Wednesday 13 July. The theme of our lecture this summer is

‘Smart choices for a smarter future’, emphasising the positive impact

that our financial, social and environmental choices can have. The

lecture will feature thought-provoking sessions from some renowned

speakers and will include information on the Company’s investment

approach.

As tickets will be limited, they will be made available to shareholders

and the public via a ballot, with successful applicants selected at

random. Video clips will be made available to everyone on the

Company’s website following the event.

The Company is also refreshing its brand, ensuring that it stays relevant

for new and existing investors. We are updating how we communicate

and these changes will be introduced at this year’s lecture.

The Manager

I reported at the half year stage that the Bank of Montreal had

announced its intention to sell its asset management business

covering Europe, the Middle East and Africa to Ameriprise Financial,

Inc. ('Ameriprise'), the parent company of Columbia Threadneedle

Investments ('Columbia Threadneedle'). The sale transaction, which

included your Company’s Manager, BMO Investment Business Limited,

was completed on 8 November 2021. Your Board looks favourably on

this development and has welcomed an assurance that there will

be little change for your Company. Nevertheless, it recognises that

any move of this nature will inevitably create a degree of risk. It is

therefore closely monitoring the integration of the two businesses as it

progresses.

Simon Fraser

It was with great shock and sadness that we learned of the untimely

death of Simon Fraser in August last year. Simon was Chairman of your

Company for nine years, from 2010 until 2019, during which time the

Company flourished under his inspiring leadership. He held dear the

heritage and values of the Company. He gave a great deal to the wider

investment trust sector and is sorely missed by those who had the

privilege of knowing him.

Board Composition

In addition to the appointment of Rain Newton-Smith in May 2021,

Stephen Russell joined the Board on 1 February 2022. Both Rain and

Stephen’s appointments continue our planned sequence of Board

changes and reflect our focus on maintaining the highest level of

investment skills and economic and political insight on the Board. They

replace Sir Roger Bone, who retired at the conclusion of the 2021 AGM,

and Sarah Arkle, who retired on 31 January 2022. I would like to thank

both Roger and Sarah for their hard work and significant contributions

to the Board and its committees throughout their time as Directors of

the Company.

Jeffrey Hewitt will retire from the Board at the conclusion of the

forthcoming AGM and the process to appoint his successor is underway.

He will be a hard act to follow as Jeffrey has been an outstanding

Chairman of the Audit Committee for the past 10 years, a role in which

he has been a driving force for change and continual improvement

in disclosure in our annual report. On behalf of the Board and

shareholders, we thank him for his service to the Company and wish

him well for the future.

AGM

It has been a great disappointment not to be able to meet

shareholders in person at the last two AGMs as a result of the Covid-19

pandemic and consequent Government restrictions. Thankfully, the

situation has eased somewhat and therefore we are proposing to

hold an in-person AGM on Tuesday 3 May 2022. Last year shareholders

approved the adoption of new Articles of Association which allow the

Company to hold shareholder meetings in person and at the same time

allow attendance and participation online for those who are unable, or

who prefer not, to attend in person. This year we are utilising that new

power to hold a “hybrid” meeting, which will allow many more of our

Report and Accounts 2021 | 7
Chairman’s Statement

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

shareholders to view the AGM and participate by asking questions and

voting online. Full details of how to do so are set out in the letter that

accompanies your Form of Proxy or Form of Direction.

Therefore, voting at this year’s AGM will be conducted by way of a poll

and you are requested to lodge your votes ahead of the meeting by

completing your Form of Proxy or Form of Direction in accordance with

the instructions. Their completion and return will not preclude you from

attending the meeting and voting in person. If you are unable to attend

the AGM, you are requested to submit any questions you may have

with regard to the resolutions proposed at the AGM or the performance

of the Company, in advance of the meeting to fcitagm@bmogam.com.

Following the AGM, the Fund Manager’s presentation will be available

on the Company’s website www.fandcit.com.

Outlook

Geopolitical risks have risen markedly in recent weeks with the Russian

invasion of Ukraine. Indeed, it has been shocking on a humanitarian

level and raised significant concerns over President Putin’s future

ambitions on a regional and global level. While direct linkages to

major Western economies from Russia tend to be small, the impact

of sanctions will be significant and the rise in commodity prices are

likely to be the main transmission mechanism to markets. Rising

commodity prices and further disruption to supply chains will exacerbate

inflationary pressure and it will also create a negative impact on global

growth, with Europe at particular risk. In recent decades, most conflicts

have been short term in nature and the wider impacts have been

relatively contained. It remains too early to assess the long-term impact

of Russia’s actions but it will remain at least a near term concern for

investors.

Recent decades have seen both equity and fixed income markets

buoyed by a long-term decline in inflation. Lower interest rates,

abundant liquidity and, in response to the pandemic, fiscal largesse,

have all helped to propel global equity markets to record highs.

Valuation levels in equities provide limited scope for disappointment in

either earnings or in interest rates and the recent rise in inflation, which

has been broad based and which will be exacerbated by the Ukrainian

conflict, is troubling.

Despite there being grounds for optimism initially that much of the

recent spike in inflation would prove to be transitory as supply chain

disruption diminished and economies re-opened more fully, this does

not seem to be the case. As Covid-19 appears to be becoming endemic

in many countries, it still poses significant risks and new variants may

yet cause further disruption. Investors should be prepared for slowing

growth, higher but moderating inflation and abundant but diminishing

liquidity and fiscal support. The resultant combination of moderating

growth in earnings and rises in interest rates is likely to present a

challenge to equity markets in 2022 and beyond.

Global equity markets have been led by US exceptionalism in recent

years and, within the US and globally, a small cohort of stocks have

dominated returns. Companies such as Microsoft and Alphabet

feature amongst our largest listed holdings and represent exceptional

businesses which have been able to deliver tremendous growth in

earnings, high margins and an enviable competitive position versus

their peers. Although these businesses are likely to continue to thrive,

we do expect, as was the case in 2021, a more balanced market and

greater sensitivity of investors to valuations. For this reason, we have

been moving away from some of these highly performing, but highly

valued, businesses in favour of companies which also have a strong

competitive position, but which have better valuation support. More

detail can be found in the Fund Manager’s Report.

Our flexible and pragmatic approach to capital allocation has served

your Company well over many decades and, as the economic and

market environment shifts, perhaps in a significant change, we will

continue to adapt and seek profitable opportunities within the listed

and private markets. We remain confident in the prospects for your

Company and continue to focus on the long-term delivery of growth in

both capital and income for our shareholders.

Beatrice Hollond

9 March 2022

8 | F&C Investment Trust PLC
Purpose and values

Our purpose is essentially unchanged since inception in 1868. At the

outset our purpose was to provide the investor of relatively moderate

means access to the same opportunities and advantages as the very

largest investors and to diminish risk by investing broadly. We now invest

in global equities, both listed and private, and continue to provide a

diversified, convenient and cost-effective global investment choice that

meets the longer term investment needs of large and small investors. Our

values centre around integrity, innovation, adaptation and diversification

and are integral to and inherent in our long-term strategy. More recently,

we have incorporated a commitment to transitioning the portfolio to

net zero carbon emissions by 2050, at the latest, with a greater focus on

investing responsibly.

Investment and business strategy

Our overriding strategic objective is to secure long-term growth in capital

and income for our shareholders. Our investment strategy is therefore

designed to produce outperformance and real rises in dividends over the

longer term as reported on page 12. We do this by investing mainly in

public and private equity markets, using borrowings to enhance returns

and by managing costs carefully. 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. In an ever

changing environment in which there is a greater need for individuals to

take control of their future financial wellbeing, our wider business strategy

aims to position us as a core investment choice through all available

channels.

Business model

As an investment trust company with no employees, we believe that

the best way to achieve our objective is to have an effective and strong

working relationship with our appointed manager, BMO Investment

Business Limited (the ‘Manager’). Within policies set and overseen by

the Board of Directors, our Manager has been given overall responsibility

for the management of the Company's assets, including asset allocation,

gearing, stock and sector selection as well as risk management. The

Manager has the flexibility to use other fund managers by delegating the

management of some investment portfolios externally. These currently

include the North American listed equity portfolios and a proportion of the

Private Equity holdings. Engagement on Responsible Investment matters

is undertaken through BMO Global Asset Management Limited. Both BMO

entities (together ‘BMO GAM’), are now owned by Ameriprise. The Board

remains responsible for the matters listed on page 42.

To provide a breadth of sources of return, the individual investment

portfolios are managed on a global or regional basis. While we invest

primarily in listed 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 trust 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.

These features combine to form a resilient and adaptable business model

that has helped us to weather the impact of the Covid-19 pandemic, as it

did during many a world crisis before.

Alignment of values and culture

In addition to strong investment performance from our Manager,

we expect it to adhere to the very highest standards of Responsible

Investment and that its values, culture, expectations and aspirations align

with our own. As an original signatory to the United Nations Principles

for Responsible Investment (‘UNPRI’), BMO GAM has achieved the

maximum rating of A+ for key areas of their Responsible Investment

approach and active ownership in listed equities. For us, therefore, a

key aspect of the change of ownership of BMO GAM is the cultural fit

Our purpose is to provide a diversified, convenient and cost effective global investment choice to meet

the longer term investment needs of investors large and small. Our objective is to secure long-term

growth in capital and income for our shareholders. Our long-term strategy incorporates a commitment to

achieving net zero carbon emissions by 2050, at the latest.

Strategic Report*

* Further to the provisions of the Companies Act 2006 relating to the preparation of a Strategic Report and concerning 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 107, together with a guide to the location of the embedded

information.

Report and Accounts 2021 | 9
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

with Columbia Threadneedle. The Board has considered the Manager’s

culture and values as part of the annual assessment of its performance

and in determining whether its reappointment is in the interests of

shareholders. With Columbia Threadneedle, and as part of Ameriprise,

BMO GAM can be expected to continue its long-established culture of

diversity, collaboration and inclusion, all of which are anchored by shared

values and industry-leading employee engagement in keeping with the

Board’s own expectations and beliefs. The Board will continue to monitor

these attributes and achievements within the combined organisations,

recognising their importance and contribution towards the wider aspirations

of establishing a more sustainable financial system. In alignment with

that culture and our shared values, we aim to pursue our strategy and

objectives through the consistent application of the very highest standards

of transparency, corporate governance and business ethics.

Responsible Investment impact

Our environmental, social and governance principles are key elements

of our Responsible Investment approach and are central to our objective

to deliver sustainable investment performance over the long-term. We

continue to innovate, review and challenge our approach to Responsible

Investment, recognising our globally diversified strategy. As we continue to

evolve our approach, our Responsible Investment principles will remain at

the core of our strategy and governance.

The direct impact of the Company’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 and it does not have customers in the

traditional sense. It is therefore exempt from reporting on its energy and

carbon emissions under the Streamlined Energy and Carbon Reporting

requirements.

Manager evaluation and alignment of shareholder interests

An important responsibility of our wholly independent non-executive Board

of Directors is the robust annual evaluation of our Manager’s performance

and its capabilities and resources, given that investment performance and

Responsible Investment are fundamental to delivering sustainable long-

term growth in capital and income for our shareholders. This evaluation is

an essential element in the strong governance and mitigation of risk, as

outlined under the Principal Risks identified on page 32. The process for

the evaluation of our Manager for the year under review and the basis on

which the reappointment decision was made are set out on page 49. The

management fee is based on the Company’s market capitalisation, thus

aligning the Manager’s interests with shareholders’ interests through share

price performance. Details of the new management fee arrangements,

effective 1 January 2022, are set out in the Chairman's Statement and in

the Report of the Management Engagement Committee.

Managing risks and opportunities

We seek to make effective use of our corporate structure and the

investment opportunities that lead to long-term growth in capital and

income for our shareholders. These opportunities do not come without

risks and therefore 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, company secretarial,

accounting and marketing services are all carried out by the Manager.

It reports on the Company's 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 the Company’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 investment

management team throughout the year.

Shareholders can assess the Company’s financial performance from the

Key Performance Indicators that are set out on page 13 and, on page 32,

can see what the Directors consider to be the principal and emerging

risks that it faces. The risk of not achieving the Company’s objective of

delivering long-term growth in capital and income, or of consistently

under-performing its benchmark or competitors, may arise from any or

all of inappropriate asset allocation and/or stock selection, poor market

conditions, expensive or ineffective use of gearing, poor cost control

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 Company's assets.

The principal policies that support our investment and business strategy

are set out on page 37, whilst the Fund Manager’s review of activity

in the year can be found on pages 14 to 19. In light of the Company’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 in our long-term viability statement

on pages 35 and 36 our reasonable expectation that the Company will

continue in operation for at least the next ten years.

On page 32 we show how we employ our strategies to mitigate the principal risks associated with our:

• Investment proposition and its promotion

• Investment performance

• Appointed Manager including the integration of BMO

GAM's business with that of Columbia Threadneedle

• Service providers and systems security

10 | F&C Investment Trust PLC
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 determining the level and timing of

gearing within the range prescribed by the Board. 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.

Marketing

The routes and access to stock markets have changed beyond all

recognition since the Company first set out to provide investment

opportunities to investors of more moderate means but, with the majority

of the shares now in the hands of tens of thousands of retail investors, the

Company continues to serve its purpose well. Reflecting changes in the

market in more recent years, an increasing proportion of the Company’s

shareholders hold their investments via third-party platforms, as well as

through the BMO Savings Plans which remain a cost effective and flexible

way to invest. Recognising the changes in how our key target market is

choosing to invest, as well as the benefits of the Company continuing to

maintain and grow a well-diversified underlying shareholder base, a key

focus of our marketing activities is to maintain, and ideally increase, the

proportion of shares held via third-party platforms and the BMO Savings

Plans. This has been on an upward trend in recent years, as shown in the

Key Performance Indicator on page 13.

Section 172 statement

Section 172(1) of the Companies Act 2006 ('Section 172') requires that

a Director must act in the way they consider, in good faith, would be

most likely to promote the success of the Company for the benefit of its

members (i.e. shareholders) as a whole and in doing so, have regard

(amongst other matters) to the likely consequences of any decision in the

long term; the need to foster the Company’s business relationships with

suppliers, customers and others; the impact of the Company’s operations

on the community and the environment; the desirability of the Company

maintaining a reputation for high standards of business conduct; and the

need to act fairly as between members of the Company.

Against the backdrop of the ongoing Covid-19 pandemic, the Directors have

had regard to the matters set out in Section 172 and have continued to act

to promote the success of the Company for the benefit of its shareholders

as a whole. This included the likely consequences of their decisions in

the longer term and how they have taken wider stakeholders’ needs into

account. Details of the Company's key stakeholders and the engagement

undertaken in 2021 are set out below.

As a long-term investor we always look to the future and to the success of

the Company from that perspective. We believe that the Company provides

a clear investment choice, not only for investors large and small, but also

for those starting their investment journey. As reported above, we continue

therefore 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 as explained below. Despite the

constraints imposed by Covid-19 restrictions, we have continued to work

on these initiatives and towards the optimal delivery of the Company’s

investment proposition and to promote the success of the Company for the

benefit of all shareholders, stakeholders and the community at large.

Key stakeholder and shareholder engagement

Stakeholders Engagement and Outcomes in 2021

The Manager

The Board's main working

relationship is with our Manager

with the aim of achieving the

Company’s investment objective

in an effective, responsible and

sustainable way in the interests

of shareholders, future investors

and society at large.

Engagement with our Manager is continuous through regular Board meetings and discussion. Emphasis was on investment

performance and our progress towards transitioning the Company’s investment portfolio to net zero carbon emissions by 2050,

at the latest. Our approach towards Responsible Investment and aspects concerning environmental, social and governance

('ESG') issues are set out on pages 20 to 27. We also show, for the first time, the key performance indicators that are now in

place to measure our progress in meeting this objective. The portfolio activities undertaken by our Manager and the impact of

decisions affecting investment performance are set out in the Fund Manager’s Review on pages 14 to 19.

With BMO GAM we are well placed to encourage awareness and dialogue on responsible investment issues amongst the wider

community. As in 2018 and 2020, we have therefore decided to sponsor a lecture at The Guildhall, London, this time under

the theme "Smart choices for a smarter future". It will include information on the Company's investment approach. As tickets

will be limited, they will be made available to shareholders and the public via a ballot, with successful applicants selected at

random. Video clips will be made available to everyone on the Company’s website following the event.

Report and Accounts 2021 | 11
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Key stakeholder and shareholder engagement

Stakeholders Engagement and Outcomes in 2021

Lenders

Our lenders are key stakeholders

as we use borrowings to enhance

returns to shareholders over the

longer term.

We keep our lenders informed through monthly covenant compliance reporting. During the year we sought consent to issue

a total of £280m of new fixed rate senior unsecured private placement notes as reported on page 19. The pricing levels were

highly attractive by historic comparisons and improve further the maturity profile of the Company’s borrowings.

Child Trust Fund, Junior ISA and other young investors

Many of our underlying

shareholders are young and hold

their shares through their parents

in BMO’s Child Trust Funds and

Junior ISAs. We hope to retain

these investors for the longer

term and also foster education

among young people more

generally.

Now that many Child Trust Fund accounts have reached maturity, our focus is on keeping as many of these young investors

with us as possible. Ahead of account maturity, BMO GAM writes to their parents setting out their options. Time will tell how

successful this has been in keeping these young investors, but retention rates are currently ahead of expectations.

We continue, albeit in a small way, our financial education programme designed to help people understand better the

opportunities and significance of not just of saving, but how their savings can work much harder through investment over the

long-term. In the later part of the year, we delivered three schools workshops (one virtually, two in person) and we have more

planned in 2022, Covid-19 permitting.

We also ran the “F&C Investment Trust Prize”, a competition designed to inspire financial thinking among students and

showcase their financial knowledge. Entrants were invited to answer questions on how young people provide for their future;

how sustainability and ethical principles affect their choices; and how diversity and inclusion might continue to impact society.

Shareholders

Albeit not in the traditional sense,

we see our shareholders as

customers who we hope will stay

with us and reap the benefits of

investing over the long-term.

The Chairman and Senior Independent Director are always available to engage with shareholders. Access to the daily

publication of our NAV and monthly factsheet is available from our website.

We also publish our detailed half year and annual results for main register shareholders and BMO Savings Plan investors. As an

alternative, we provide the option of a short notification summary with the main highlights and access details to where the full

information can be found. In addition to main register shareholders, savings plan investors are encouraged to participate fully

at shareholder meetings.

In 2021, we held an online event at which shareholders and savings plan investors were invited to participate by asking

questions to the Board after hearing a presentation by the Fund Manager. This took place two weeks ahead of the formal

annual general meeting which, due to the pandemic, was limited to the minimum number of shareholders permitted by the

articles of association. The later date of the annual general meeting was to allow sufficient time for shareholders and plan

holders to submit their votes on the resolutions after engagement with the Board at the online event. Voting at the annual

general meeting was taken on a poll and the results on each resolution, which were all strongly in favour, were published on

the website.

The Company has very few institutional shareholders and instances of engagement are therefore very rare but will always be

reported to the Board.

Wealth managers and independent financial advisers

BMO GAM has a team dedicated

to fostering good relations

with wealth managers and

independent financial advisers

and keeping underlying

investors informed, with the

aim to promote the Company’s

investment proposition and

improve the share price.

This team organises meetings with wealth managers and independent financial advisers as well as preparing webinars,

interviews, newsletters and videos shared via several media channels. The team gathers feedback and answers questions in

relation to the Company and its investment strategy. Feedback from these activities is reported regularly to the Board. Any

contact with the Company’s institutional shareholders is also reported.

12 | F&C Investment Trust PLC
products in the financial services industry are not required to disclose the

Total Costs measure and like-for-like comparisons against investment

trust companies are therefore not possible. Our Ten Year Record on page

28 shows the extent to which we have kept costs under control, which

has made a considerable contribution to our results over multiple years.

We promote and market the Company in a number of ways. One of our

KPIs is a marketing performance measure that tracks the percentage of

the Company’s shares held on retail platforms as we recognise that these

can provide investors with convenient and relatively low cost access to

the shares and the creation of an important source of demand. A healthy

level of demand will show the extent to which we are continuing to

meet our purpose and should help to support the share price. In turn, a

well-supported share price should help the Board towards achieving its

aspiration of a consistently narrow share price discount. The percentage

of shares held on platforms resumed its upward trend in 2021 having

been set back slightly in 2020 following the market shock and uncertainty

around Covid-19.

In 2021, the Board added KPIs to measure progress towards transitioning

the Company’s portfolio to net zero carbon emissions by 2050, at the

latest. Those KPIs are shown within the Responsible Investment report on

pages 20 to 27.

We assess the efficacy of our strategy by comparing the Company’s long-term performance against the

following five key measures: Performance, Dividend, Discount, Efficiency and Marketing. Detailed commentary

on these measures can be found in the Chairman’s Statement and in the Fund Manager’s Review.

Key Performance Indicators

“2021 marked the 51st

consecutive increased annual

dividend and the one hundred

and fifty fourth annual dividend

payment”

(1) See Alternative Performance Measures on pages 103 and 104

Our Key Performance Indicators ('KPIs') have been set to help us achieve

our overriding strategic objective of delivering long-term growth in

capital and income for our shareholders. Whilst the NAV per share is

an important indicator of our portfolio performance, we recognise that

the share price total return, which combines a measure of the two,

is ultimately what shareholders look to. Income is important and we

aspire to a rising dividend in real terms over the long run, but this is not

achieved at the expense of risking capital growth potential. A balance is

struck between income and capital needs, which may result in periods

when the dividend is uncovered in pursuit of superior total returns.

Nevertheless, with our substantial revenue reserve and the flexibility

to use capital reserves, we are in the enviable position of being able to

continue our long track record of dividend increases, even over the last

two years when many companies passed or cut their dividend payments.

2021 marked the 51st consecutive increased annual dividend and the one

hundred and fifty fourth annual dividend payment.

Volatility in the share price discount to the NAV per share can be regarded

by many as an investment opportunity but can be very unsettling for

shareholders. We therefore show this disparity between the price and

the NAV per share as a KPI and have set a policy aspiration to see the

Company’s shares trading steadily at, or close to, the NAV per share.

Whilst not a panacea for controlling the discount, the application of a

consistent buyback policy over many years has seen the disparity narrow

significantly. The share price moved to a small premium at the end of

2019 but has since moved back to a discount. The Board remains resolute

in applying the necessary measures towards achieving this important

policy aspiration.

We are also very focused on costs. The recognised method of cost

measurement within the investment trust industry is Ongoing Charges

(1)


and this has continued on a downward trend. Our Total Costs

(1)

ratio,

which includes transaction costs, was also lower. Many competing

Report and Accounts 2021 | 13
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

(1) See Alternative Performance Measures on pages 102 to 104 for explanation.

(2) See Glossary of terms on page 105 for explanation of “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:

2021

%

2020

%

2019

%

2018

%

2017

%

Our policy is to control the costs of running the Company

Ongoing charges

(1)

0.54

0.590.630.650.79

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)

1.161.191.051.011.06

Source: BMO GAM

(Discount)/premium: Share price (discount)/premium to NAV

2021

%

2020

%

2019

%

2018

%

2017

%

We aspire to seeing the shares trading at or close to NAV per share

(Discount)/premium at 31 December

(1)

(7.3)

(5.4)1.5(1.5)(4.3)

This is the difference between the Company's share price and the NAV per

share. It is an indicator of excess supply over demand for the Company's

shares in the case of a discount and the excess demand over supply in the

case of a premium.

Average discount in year

(7.2)

(6.1)(2.2)(1.3)(6.7)

Source: BMO GAM

Dividend: Dividend Growth per annum (Annualised)

1 Year

%

3 Years

%

5 Years

%

10 Years

%

We aim to deliver a rising dividend stream in real terms over the longer

term

FCIT dividend

(1)

5.85.25.46.1

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

compares it to the Consumer Price Index.

Consumer Price Index 5.42.42.51.9

Source: BMO GAM and Refinitiv Eikon

Performance: Total returns (Cumulative)

1 Year

%

3 Years

%

5 Years

%

10 Years

%

We aim to secure long-term growth in capital and income

FCIT share price

(1)

19.453.584.7291.9

This compares the Company's share price and NAV total return against those

produced by the constituents of the benchmark and our peer group, and

against inflation.

The ten year figures for the benchmark take 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.

FCIT NAV (with debt at market value)

(1)

21.762.783.8271.6

Benchmark

(2)

19.563.477.7254.1

AIC Global Sector Median share price

(investment companies)

(3)

13.658.484.7266.6

AIC Global Sector Median NAV

(investment companies)

(3)

15.361.582.7240.2

IA Global Sector Median

(open-ended funds)

(3)

18.163.473.0226.9

Consumer Price Index

5.47.412.921.0

Source: BMO GAM, Morningstar UK Limited and Refinitiv Eikon

Strategic Report

Marketing: Platforms

Year ended 31 Dec:

2021

%

2020

%

2019

%

2018

%

2017

%

We promote access to the Company's shares through all available distribution

channels with the aspiration of being on as many platforms as possible.

Platforms 65.5264.8664.9764.9463.23

This shows how the percentage of shares held through platforms, including the

BMO Savings Plans, has been increasing.

Other individuals, advisers and institutions34.4835.1435.0335.0636.77

Source: BMO GAM

14 | F&C Investment Trust PLC
Market backdrop

While Covid-19 continued to disrupt economic and corporate activity,

2021 was an excellent year for equity markets and a good one for our

shareholders. The US, where we invested most of our assets, was once

again the leading region globally, with a gain of almost 29%, meaning

that the S&P500 has delivered a positive annual return in every single year

except one since the Global Financial Crisis over a decade ago. Indeed, such

has been the strength of the recent recovery that the US equity market has

more than doubled from the pandemic lows of March 2020.

The year started with many countries in lockdown but the nascent roll out

of vaccines led most market commentators to conclude that, as the year

progressed, economic and corporate activity would recover quickly, with the

global population and the world economy freeing itself from the restrictive

impacts of Covid-19. At the start of 2021 stock markets, and our share price,

were driven by strongly rising economic momentum, buoyed by record

low interest rates and abundant monetary and fiscal stimulus. Despite

general optimism that the impact of the pandemic would recede there was,

unsurprisingly, significant volatility in investor expectations during the year

as several new variants emerged which appeared both more transmissible

and, in the case of Omicron, more resistant to vaccines. Hope that the

world would quickly move beyond Covid-19 diminished as fresh restrictions

were implemented, although news of each new variant had a diminishing

negative impact on markets.

Beyond growth concerns arising from the pandemic, inflation was a key

focus. Global inflationary pressures broadened across both goods and

services, accelerating towards the end of the year, reaching the highest

levels seen for decades. Initial hopes that the increases in inflation rates

would prove transitory and would be swiftly resolved through a reduction in

pent up demand and alleviation of supply constraints diminished as the year

progressed. Energy and commodity prices strengthened, with oil posting a

50% rise; its largest annual rise since 2009, and a sharp rise in natural gas

prices was of notable concern in Europe. In response to the rise in inflation,

central banks became increasingly hawkish as the year progressed, pulling

forward expectations of interest rate rises from historically low levels

and the scaling back of unprecedented levels of asset purchases. Indeed,

towards the end of the year, the Bank of England raised rates for the first

time since 2018 and the US Federal Reserve moved to double the pace of

the tapering of asset purchases and signalled that both rate rises and the

withdrawal of liquidity though quantitative tightening were likely in the

year ahead.

Swings in expectations over the economic backdrop led to several

leadership changes within the market during the year, between lowly

rated ‘value’ stocks and the ‘growth’ segment of the market. This was

induced by growing optimism in the fight against Covid-19 as the first

vaccines began to be rolled out and investors began to sell many of the

‘stay at home stocks’ that had performed so well in 2020. While growth

stocks have been significant outperformers, financials, technology, energy

and cyclical areas of the market all performed well in 2021, leading to a

more balanced outturn than has been the case in recent years. We rotated

our exposure away from the highly valued growth segment of the market

through the year as explained later in this report.

“The Russian invasion of Ukraine is an historically significant event which is exerting

a terrible toll on the Ukrainian people. Events are fast moving and causing significant

volatility in markets and creating challenges to the fundamental outlook for the

global economy.”

Fund Manager’s Review

Paul Niven, Fund Manager

Source: BMO GAM

745

765

785

805

825

845

865

885

905

925

945

Dec 2021June 2021Mar 2021Sept 2021Dec 2020

pence per share

FCIT share price 2021

Report and Accounts 2021 | 15
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Contributors to total returns in 2021

%

Portfolio return

(1)

19.2

Management fees(0.4)

Interest and other expenses(0.3)

Buy backs0.1

Change of value of debt0.6

Gearing/other2.5

NAV total return21.7

Increase in discount(2.3)

Share price total return19.4

FTSE All-World total return19.5

Source: BMO GAM

(1) See Glossary of terms on page 108 for explanation of "Portfolio return".

Strategic Report

Investment Performance

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

the Company’s assets across a range of diversified investment portfolios,

each adopting their own individual investment approach. 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 in both

public and private equity opportunities across the world and adopt this

diversified approach to smooth returns for investors with the objective of

delivering growth in both capital and income over the long-term.

Our portfolio of investments delivered a return of 19.2% for the year, just

below the benchmark return of 19.5%. A breakdown of the contributors to

the NAV total return is given in the table below. Tables covering year-end

allocations and underlying geographic exposures are also shown.

Underlying Classification of Listed Investment Portfolio as at

31 December 2021

Technology24.1

Consumer Discretionary16.8

Industrials14.9

Financials13.8

Healthcare11.7

Consumer Staples6.0

Basic Materials3.8

Telecommunications3.5

Energy2.7

Real Estate1.7

Utilities1.0

100.0

Source: BMO GAM

Unlike the US and Europe which posted high levels of absolute returns,

equity market performance was generally more lacklustre in Japan and

Emerging Markets. In common with other equity regions, earnings during

the year grew substantially more than prices but, in contrast to the US,

both areas suffered a substantial de-rating in valuations. Concern over a

slower rollout of vaccines amongst the population in these regions dented

investor sentiment and, within Emerging Markets, China, where we had

limited direct exposure, was a notable area of weakness, declining by 20%

on the year. A regulatory crackdown also affected several sectors in China

and there was substantial concern over property markets, with Evergrande

Group under pressure as it struggled to meet scheduled debt payments.

In contrast to much of the past decade, the UK equity market posted

much better returns in 2021 relative to global markets, gaining by over

18%. The market was buoyed by exposure to commodity and financial

services companies and, as elsewhere, a robust recovery in corporate

earnings. In currencies, over the year, sterling fell by 1.0% against the US

dollar but rose by 6.3% against the euro.

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

exposure versus Index at 31 December 2021

Investment Portfolio

Strategy

Our portfolio strategy

weighting %

Underlying geographic

exposure

(1)

%

Benchmark

weighting %

Our strategy performance

in sterling %

Net index performance

in sterling %

North America40.657.862.423.727.6

Europe inc UK10.023.516.713.917.0

Japan4.66.96.32.62.1

Emerging Markets7.29.310.13.8(1.6)

Developed Pacific–2.54.5––

Global Strategies

(2)

27.6––19.019.5

Private Equity

(3)

10.0––30.1–

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

(2) The Global Strategies allocation consists of Global Income, Global Smaller Companies, Global Value and Global Sustainable Opportunities.

(3) Includes the holdings in Schiehallion and Syncona.

Source: BMO GAM

16 | F&C Investment Trust PLC
Listed Equities

There was a wide dispersion of returns between our listed strategies,

all of which delivered positive absolute gains. With a return of 23.7%,

North America was highest once again. Europe’s gain of 13.9% was below

those of global indices but significantly ahead of the 3.8% from Emerging

Markets and 2.6% from Japan.

Our North American exposure lagged strong benchmark returns despite

outperformance from our value manager, Barrow Hanley. The 26.5% return

from the value portfolio exceeded the 20.9% from our growth portfolio,

managed by T Rowe Price, even though the comparator growth index led

the corresponding value index over the year. A rise in inflation and interest

rate expectations, along with a favourable recovery in the global economy

and corporate earnings, led to a more balanced outturn within markets

and significant uplifts in both energy stocks and financials as well as long-

term market leaders in disruptive technology.

The US value portfolio benefited from holdings in financials, including

Goldman Sachs, AIG and Wells Fargo which all gained between 50% and

65%. There was disappointment from Altice, the telecoms company, which

suffered from poor net subscribers resulting in a decline of over 50%. Our

holding in Las Vegas Sands suffered largely due to concerns over travel

restrictions impacting the performance of its business interests in Macau

and fears over tightening of Chinese regulatory policies. International

Flavors & Fragrances, a leading producer of flavours and fragrances used in

food and household products was added in our value strategy during the

year. It continues to trade at a discount to historic ratings despite having

steady organic growth, strong cashflows and high barriers to entry.

The US growth portfolio was helped by significant positions in Microsoft

and Alphabet which gained over 50% and 60% respectively. In contrast,

one of our largest holdings, Amazon, had a relatively disappointing year

with only a small positive return. A position in Tesla was added during

the year, but limited exposure to this highly performing stock detracted

from relative returns as the world’s most highly valued car manufacturer

delivered another year of excellent returns, gaining by over 50%,

propelling the market value of the company to over $1 trillion. A continued

underweight stance in Apple, the most valuable company in the world,

was also detrimental to returns as the stock gained by over 35% during

the year and the company became the first in history to exceed $3 trillion

in market value.

After a very positive 2020, our European portfolio again delivered good

levels of return although its overall gain of 13.9% trailed the benchmark’s

17.0%. Semiconductor equipment company ASML again fared well,

producing a return of over 65% in becoming the largest company in

Europe, by market capitalisation. It holds a dominant market position

globally and looks set to benefit not only from a secular increase in

demand for semiconductors in general terms, but also from a drive to

onshore production and increased security of supply. Novo Nordisk, the

world’s largest diabetes pharmaceutical company performed equally well. Its

rise of 65% reflected solid results throughout the year as well as the launch

of obesity drug, Wegovy, for which demand substantially exceeds current

levels of supply. Rotation in leadership within the market led to the winners

of 2020 rapidly becoming the laggards, which was largely characterised by

under-performance of some of the higher growth names, especially online

businesses. Just Eat halved in value while Delivery Hero fell by over a quarter.

Their performance had been boosted earlier in the pandemic and, while they

have faced increased competition and fee caps, the acquisition of GrubHub

by Just Eat was taken negatively by investors.

Japan was a disappointing area in terms of absolute returns although our

portfolio eked out a marginal relative gain, returning 2.6% versus 2.1% from

the benchmark. While the portfolio held an underweight stance in some of

the higher performing areas, such as energy, banks and resources, positive

stock selection offset these headwinds. Zozo, Japan’s leading online fashion

company, was up by around 30% as it found its position structurally

strengthened by economic lockdowns, helping it to grow its user base and

cementing its market dominance. Keyence achieved consecutive record

revenue and operating profit during the year as it continued to benefit

from an acceleration in global automation investment, as companies seek

to make their supply chains more resilient.

While our Emerging Markets portfolio produced positive gains of only

3.8%, this was against the background of a 1.6% decline in broad market

indices for that asset class. China performed poorly, as a regulatory

clampdown on the internet, education and gaming sectors amongst

others created uncertainty over the operating environment for investors.

Limited exposure to index heavyweight Alibaba, which fell by almost

50%, was beneficial although our holding in Tencent was a relative

detractor with a fall of 20%. Elsewhere, our allocation to the Indian equity

market benefited relative returns materially, with Infosys gaining by over

50% and Tata Consultancy Services amongst our best performers, with

both benefiting from the ramp-up of the digitisation of the corporate

landscape. Our holdings in Mexico, including long-term holding Walmart

de Mexico, which controls around 50% of Mexican formal retail and 70%

of profits in that segment, also contributed positively. On the downside,

the largest detractor to relative performance in the Emerging Markets

portfolio despite our holdings in TSMC and Win Semiconductors, both of

which performed well, was the lower than benchmark exposure to Taiwan,

which continued to perform well in 2021. AIA was not directly impacted in

the regulatory clampdown that took place during the year but insurers, more

generally, were shunned on the back of worries of their exposures to the

property sector, which is under pressure concerning missing bond payments

at companies such as Evergrande.

In terms of style exposure, our Global Strategies include components

covering Global Income, Global Smaller Companies, Global Sustainable

Opportunities and Global Quality Value. Together, as Global Strategies, they

delivered an aggregate return of 19.0%. As was the case elsewhere in the

Report and Accounts 2021 | 17
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 America

23.727.676.185.8111.7108.3

Europe inc UK

(1)

13.917.053.443.555.551.5

Japan

2.62.138.029.343.736.8

Emerging Markets

3.8(1.6)22.828.446.145.9

Global Strategies

(2)

19.019.554.963.4

72.2

79.6

Private Equity

30.1


47.9


87.5


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 allocation consisted of Global Income, Global Smaller Companies, Global Quality Value and Global Sustainable Opportunities as at 31 December but

performance also includes the historic allocation to Global Multi-Manager.

Source: BMO GAM

Private Equity portfolio


Commitment

outstanding

31 December

2021

£’000s

Value of

holding

31 December

2021

£’000s


Total Private Equity portfolio

(1)

Brought forward256,829374,430

Committed in 2021

(2)

15,000–

Cash drawn in 2021

(2)

(85,979)85,979

Cash returned in 2021

(2)

–(75,170)

Valuation movements

(3)

–136,493

Exchange movements

(3)

1,233(2,865)

Total Private Equity portfolio

(3)

Carried forward187,083518,867


(1) Exchange rates ruling at 31 December 2020

(2) At actual exchange rates in 2021

(3) Exchange rates ruling at 31 December 2021

Source: BMO GAM

Strategic Report

portfolio, there was an extremely wide dispersion between the returns

from these components in both absolute and relative terms. Our allocation

to higher yielding stocks in Global Income delivered a total return of 30.7%

on the year, and while the Global Smaller Companies component produced

a respectable return of 11.7%, this was well behind large cap equivalents.

Within the small cap universe market returns were dominated by the

sharp recovery in more volatile, lower quality areas that have consistently

underperformed over the long-run and therefore the focus on higher

quality, profitable companies by the Global Smaller Companies component

negatively impacted performance. Our Global Quality Value allocation

modestly lagged with a 17.5% return, due in part to an overweight position

in Asian stocks where performance fell short of global market returns. Poor

stock selection in Europe was an added feature, which included positions

in consumer goods company, Unilever, and lubricant manufacturer, Fuchs

Petrolub, both of which declined in value.

Despite our Global Sustainable Opportunities portfolio producing an

absolute return of 16.8%, its returns trailed the market. In terms of what

went well, there was a positive contribution within Industrials with Acuity

Brands gaining by over 70% and Schneider Electric by almost 40%. Both

are seeing supportive industry fundamentals and ongoing profitability

trends. Within Healthcare, Mettler-Toledo International and Thermo Fisher

Scientific rose by 45-50%, with both enjoying continued strength of

execution driven by their reputable brand portfolios. These positive drivers

were offset by negative stock selection in Information Technology with

Everbridge, who saw guidance downgraded following the departure of its

CEO, and PayPal, which was a major winner of 2020 through e-commerce

growth. Both suffered from profit taking during the ‘re-open’ trade of 2021.

In utilities, Orsted saw rising competitive pressures driving subdued

performance following a very creditable 2020.

18 | F&C Investment Trust PLC
Private Equity

Your Company has a long history of investing in private market assets and

throughout that time has typically enjoyed excellent returns from these

holdings. This was extended further in 2021 with a very positive 30.1% return

on our Private Equity portfolio, which was well ahead of the returns from

listed market equivalents.

It was a very good year for our investments, managed by BMO Global

Asset Management, where holdings gained by 39.2% on the year. Our

commitment programme has produced investments over recent years and

we are now beginning to see a very healthy level of value creation as well

as our first exit in the co-investment space. We realised a 4.2x return from

the €29.4m sale of Pet Network, a pet supply retailer which operates in

South Eastern Europe, having invested in 2018. Elsewhere in this programme

we enjoyed further progress in our holding in Inflexion Strategic Partners,

which provides us with an interest in one of Europe’s leading mid-market

Private Equity firms. The value was written up to £78.6m, from £53.2m at

the start of the year reflecting strong operational performance.

As previously reported, we have made relatively new commitments in a

bespoke Pantheon Future Growth programme which invests in leading

growth and venture private equity managers on a global basis. It will

be some years before these commitments are fully drawn, but we

have already seen an early realisation from an underlying investment

in Gyroscope Therapeutics, a leading gene therapy firm which Novartis

agreed to purchase in a deal worth up to $1.5bn. Gyroscope was founded

by Syncona, the life sciences investor which is another of our holdings. As

the largest holding in its portfolio, Syncona also benefited from this deal

but nevertheless had a disappointing year, falling by 18.8% as its premium

rating declined.

The historic fund of fund holdings which we hold with HarbourVest and

Pantheon had a very good year, delivering returns of 23.1%. We continue to

work with the managers to realise value from these holdings as they head

towards their end of life. They represented 2.1% of total portfolio value as at

end of 2021.

Portfolio Activity

Our most significant investment activity over the course of the year was

to reduce further our exposure to highly rated US large cap growth stocks,

managed by T Rowe Price. These sales totalled approximately $425m

and followed the complete sale of an internally managed US growth

stock portfolio in 2020. Having started 2021 with around two thirds of our

US strategy exposure held in growth stocks, by the end of the year this

weighting had been levelled up to a broadly equal allocation. These moves

were intended to create more balance in our portfolio allocations with the

sales proceeds from highly valued areas of the equity market being largely

re-invested into more lowly rated US value stocks, managed by Barrow,

Hanley, and into our Global Income strategy which targets higher yielding

stocks on a global basis.

Aside from rotation away from US growth stocks, we made several other

more modest changes in the portfolio during the year. Our weighting in

Emerging Markets was reduced during the first half of the year partly due

to concerns over the Chinese regulatory crackdown and the impact on the

market there.

Outside the listed markets, we continued to make progress in our Private

Equity allocation, which ended the year at 10% of our total portfolio. It still

remains early in the life of many of our recent commitments but, as noted

above, 2021 was an excellent year from our newer programme of Private

Equity investments with our first realisation being delivered. Most new

commitments were made to the Pantheon Future Growth programme,

where we ended the year with an allocation to sixteen high conviction

venture and growth private equity funds and 90% committed from our

intended allocation of $180m. During the year, we also made a small

number of selective direct investments, including a £12m allocation to

Jersey Telecom’s Internet of Things business, co-investments and a new

investment into Schiehallion C shares. This closed-ended fund holding

takes positions in late-stage private businesses, typically in disruptive

technology, and with limited capital commitments investor demand

moved the shares to a substantial premium producing a gain of 30.0% on

the year.

As explained in the 2020 Annual Report, during the latter part of 2020,

we bought £300m of sterling as a strategic, and partial hedge, on our

overseas currency exposure. Towards the end of 2021, we reduced the

size of this hedge to £200m. This position realised a capital gain of £9.1m

on the year. At the financial year end, the position was showing an

unrealised capital loss of £4.8m.

Revenue Returns

While our revenue posted a healthy increase in 2021, underlying

dividend payments from companies materially lagged the rise in

corporate earnings. Timing did play a role and it is likely that companies

chose to preserve cashflow, adopting a relatively cautious policy on

dividend payments in the face of ongoing uncertainty emanating from

the pandemic. Looking forward, provided that the economic backdrop

remains robust and as we move, hopefully, beyond economic restrictions,

we should expect further gains in our revenue in 2022. Nonetheless, our

revenue in 2021 is below that of our planned dividend payment and,

therefore, we will draw down from our revenue reserve in order to part

fund the dividend payment for this year. Our substantial revenue reserve

means that we will be able to continue to support dividend increases in

the coming years.

Gearing

Our gearing stood at 9.4% at the end of the year, above our starting

year level of 8.0%. Gearing added approximately 2.5% to our NAV total

return on the year, whilst the effect of rising government bond yields in

decreasing the fair value of our debt added a further 0.6%.

Report and Accounts 2021 | 19
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Despite rises on the year, interest rates globally remained at amongst

the lowest levels in history. In March, we took advantage of these low

borrowing rates to agree £140m of long-term loans extending out to

between 15 and 35 years. In December, we agreed to borrow a further

£140m for terms of between 16 and 40 years at an average interest rate of

less than 2%. These more recent loans have now been drawn and will be

used to refinance short-dated debt and maturing bank loans.

At year end, our total borrowings were £550m in aggregate. The blended

average interest rate on our outstanding loans was 2.2%, which remains

exceptionally low by historic standards. Over the long run, we expect the

returns from the investments made from these borrowings to exceed the

cost of our debt and therefore to be accretive to NAV returns.

Current Market Perspective

The Russian invasion of Ukraine is an historically significant event which

is exerting a terrible toll on the Ukrainian people. Events are fast moving

and causing significant volatility in markets and creating challenges to the

fundamental outlook for the global economy. As a result of concerns over

supply disruptions and sanctions, commodity prices have risen sharply

and this will place further pressure on inflation rates globally. Expectations

for global growth have also been cut, with Europe particularly exposed

and there is now some greater uncertainty with respect to the near-term

outlook for central bank policy. It may well be that interest rate rises are

more modest than had previously been assumed as policymakers weigh

risks to growth.

The longer-term ramifications of the Russian action are subject to great

uncertainty but we should expect a lasting impact in several areas as a

result of President Putin’s actions to reshape the European security order.

Amongst other areas, the conflict will likely accelerate a re-orientation of

political and economic links and lead to some fragmentation of the global

economy and financial system. Such moves would further push against

globalisation – one of the factors which had reduced inflation in recent

decades. Control of energy supplies and expansion of alternative supply

sources in the West will likely be given greater prominence and defence

spending will rise, while there will be a greater focus on onshoring of some

productive capacity from the corporate sector.

The Company holds very limited exposure to two Russian securities.

The combined weight of these two holdings was approximately 0.3% of

total assets as at the end of the year and our holding in these stocks was

reduced after the conflict began. The local market exchange has, however,

been closed and trading in Russian securities has been suspended. The

Board has made the decision to write down the value of these holdings

for the time being and, once liquidity permits, to seek to divest all direct

exposure to Russian equities.

The immediate impact of Ukraine is to dent an economic recovery that was

underway as the impact of the Omicron variant receded. It will also raise

Strategic Report

inflation in the near-term via the direct impact on food and energy prices

and by exacerbating supply shortages.

Within labour markets in developed markets there are shortages in

specific sectors, a large number of unfilled vacancies and clear evidence

of accelerating wages but what is less clear is whether there has been

a permanent shift in the bargaining power of labour. This is a critical

question, not just for employee income but for corporate margins, for

wider inflationary trends and for global monetary policy. It appears likely

however, that central banks will begin to rein in monetary stimulus,

with several interest rate increases expected in the US and UK in coming

quarters.

One of the lasting impacts of the pandemic is that of structurally higher

levels of global debt. While governments have more tools at their disposal

than households to deal with indebtedness, higher levels of inflation can

be useful in alleviating this burden. This combined with a changed political

environment globally, greater coordination between fiscal and monetary

policy tools, the prospect of de-globalisation and the impact of the

transition to renewable energy globally, suggests that we should prepare

for structurally higher inflation than that which existed pre-pandemic.

Despite this, it is too early to conclude that there is an enduring wage-

price spiral and many prevailing disinflationary trends do remain intact.

The past forty years have been an environment of secularly declining

inflation and interest rates along with high corporate earnings growth

and generally rising equity market valuations. Indeed, equity investors

have enjoyed consistently strong returns in recent years led by the US.

The US equity market has dominated global returns and, within this, a

small cohort of dominant, disruptive technology companies have led the

way. There is little debate on the quality of the franchises which many of

these companies have built but, given outsized performance relative to

cash flow and earnings delivery, there remains little cushion to protect

against any future disappointment in results. Rising interest rates and a

repricing in bond markets do present a risk to valuations in this segment

of the market and, during 2021, we began to see investors take a more

discriminating approach to value within the market. If this persists, then

US market dominance will diminish and geographic and sectoral laggards

will begin to catch up. This backdrop presents a challenge, particularly for

investors who have relied on this narrow, but highly profitable segment of

the market, for portfolio returns. For F&C Investment Trust, the flexibility

and pragmatism which we have in our approach to sourcing and selection

of investment strategies in constructing a diversified portfolio of listed and

unlisted opportunities for shareholders makes us well placed to meet this,

and numerous other challenges.

Paul Niven

Fund Manager

9 March 2022

20 | F&C Investment Trust PLC
Our approach

Responsible Investment issues can present both opportunities and threats

to the long-term investment performance we aim to deliver to our

shareholders. We believe in the power of engaged, long-term ownership

as a force for positive change. We have a manager that applies high

standards of Responsible Investment in managing the investments on

behalf of our shareholders.

Our approach covers our own governance responsibilities on matters

such as the composition of the Board. Most importantly, our portfolio of

investments represents the greatest impact we can have. 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. In setting and reporting on

our Responsible Investment policies, we have considered relevant

regulatory guidance including the Companies Act 2006 (the 'Act') and UK

Corporate Governance Code ('UK Code'). We are also aware of important

emerging standards and legislation, including on climate reporting with

the introduction of mandatory reporting in line with the Task Force on

Climate-related Financial Disclosures ('TCFD'); and work underway on

International Sustainability Standards Setting.

The primary purpose of this report is to provide shareholders with a clear

understanding of our approach to Responsible Investment and how that

is integrated into the Manager’s investment process. It also outlines how

we are implementing our commitment to achieving a net zero carbon

portfolio by 2050, at the latest. We also explain our stewardship in terms

of engagement with portfolio companies and our voting practice; how we

will measure our progress; and how we have performed against those

measures. We recognise the importance of disclosing information that

is relevant, reliable and, as far as possible, ensuring that it is presented

in a consistent way from year to year in order that our progress can be

assessed.

As an investment trust company, the Company is not required to report

against the recommendations of TCFD, unlike other premium listed

“trading” companies. This is a field that is evolving rapidly, however

many of the disclosures within this report overlap with the TCFD

recommendations. There are some TCFD recommendations that are

relevant to trading companies rather than investment companies, but

we recognise that we have a “look-through” responsibility and assessing

portfolio companies’ application of TCFD is an important element of the

investment process.

The Financial Conduct Authority ('FCA') has now published regulations

that require the Company’s Manager, as its Alternative Investment Fund

Manager (‘AIFM’), to report against TCFD at both the AIFM and product

level by June 2024. This means that there will be a TCFD disclosure specific

to the Company’s portfolio available in the future. We may choose

to publish that disclosure in full in the Company’s annual report or to

include a link to the Manager’s website. In the meantime, the Manager

has produced a short document on its climate change approach, which

is structured using the TCFD categories, and is available on its website

(bmogam.com).


The impact of climate change on the value of the Company's investments

has been considered and more information is given in note 2(c)(xiii) to

the Accounts on page 76.

Stewardship

We and our Manager believe 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 their shareholders

that they are applying appropriate oversight on material issues such as

labour standards, environmental management and tax policies.

If we have concerns, we also believe that engaging with companies is

usually best in the first instance rather than simply divesting or excluding

investment opportunities. However, the Board believes that there are

some business activities which are incompatible with a responsible

approach to investment and where divestment is the only option:

namely, tobacco production, cluster bombs and landmines and thermal

coal. We exclude companies with exposure to these activities exceeding

certain revenue thresholds.

Our Approach to Responsible Investment

As stewards of over £5.8 billion of assets, we take a responsible approach to ESG and have a duty through our

Manager to influence and support positive change.

Report and Accounts 2021 | 21
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Climate change and our net zero commitment

Over the past 12 months, we have been working with our Manager to

turn this commitment into a robust implementation plan.

Background

The imperative for action became even clearer over the course of 2021.

November saw the long-awaited COP26 meeting. As well as driving some

important progress for government actions, including tighter emissions

targets in many countries, including the UK, the meeting also proved a

catalyst for private sector action. The Glasgow Financial Alliance for Net

Zero brought together financial institutions representing $130 trillion of

assets under management willing to commit to a transition to net zero.

This included our own Manager, as a founder supporter of the Net Zero

Asset Managers Initiative ('NZAMI').

At the same time, regulators and industry bodies have been working to

introduce more standardised reporting of climate risk. In the UK, the FCA

published final regulations on how asset managers and other financial

institutions should disclose climate risk in line with the recommendations

of TCFD. Our investee companies are also facing growing requirements on

climate disclosure, such as forthcoming disclosure requirements from the

Securities and Exchange Commission in the US.

Performance in 2021

For the past three years, we have disclosed the weighted-average carbon

intensity of the Company’s listed investments, in line with the TCFD

recommendations.

The weighted-average carbon intensity of the Company’s equities

portfolio rose in 2021. We believe the primary cause to be the decline in

global economic activity in 2020 during the Covid-19 lockdown, which was

then followed by a partial bounce-back in 2021. We are pleased, however,

that the portfolio carbon intensity remains well below the benchmark

and we will continue to monitor this metric closely. As companies in

our portfolio take steps to implement their emissions reductions goals,

we expect to see this number fall further, in line with our net zero

commitment.

Active use of our voting rights is also an important component of our

stewardship approach. In the absence of explicit instructions from the

Board, our Manager has been empowered to exercise discretion in the

use of the Company's voting rights, in accordance with its own corporate

governance policies. These policies take a robust line on key governance

issues such as executive pay and integrate sustainability issues into the

voting process, particularly climate change and board level gender diversity.

The Manager is a signatory of the UK Stewardship Code. Its statement of

compliance can be found on the Managers’ website at bmogam.com.

Climate change

In last year’s Annual Report, the Board announced a commitment to a

target of net zero emissions by 2050 or earlier for the Company. Over

the past year, our Manager has been working on an implementation

methodology, the initial results of which are included in this report. Our

approach reflects our belief in the power of investor engagement and

wherever possible we aspire to achieve emissions reductions through

encouraging our investee companies to take on and implement ambitious

targets. However, engagement will not be open-ended and we will

ultimately divest from companies that are unresponsive and fail to meet

our expectations.

Private equity

Many aspects of our Responsible Investment activities and reporting

focus on our listed equity investments. However, sustainability issues

are equally significant in private markets. Whilst consistent data and

metrics are a challenge, we believe that there are approaches that can

be effective in identifying Responsible Investment risks and opportunities

and include in this report an example of how our managers are

implementing this.

2019

0

50

100

150

200

250

FCIT

Benchmark

(1)

Tons CO₂e / sales $m

185

125

2020

158

72

Source: MSCI ESG

2021

155

96

(1)

See Glossary of terms on page 105 for explanation of 'benchmark'

Weighted-average carbon intensity

22 | F&C Investment Trust PLC
Our net zero approach

Significant work has been carried out to develop standards for assessing

the net zero alignment of investment portfolios, resulting in the

development of several industry methodologies. Our Manager is using the

Net Zero Investment Framework

(1)

('NZIF') as a basis for its approach. This

is a widely-accepted methodology, being used by 23 of the 43 managers

included in the initial Progress Report of the NZAMI. Our Manager has

published details of how it is implementing this methodology, for equities

and corporate credit

(2)

.

The primary focus of our approach is to assess the climate change

strategies of each of the companies in the Company's portfolio – and

to use our weight as an investor to engage those which fall short of

alignment to a net zero emissions future. The methodology has three key

components:

• Using a range of data sources, we assess companies’ performance

on a range of criteria relating to their emissions management and

strategy and use this to assign an alignment rating. These ratings

range from ‘Aligned’ for the strongest performers, to ‘Aligning’ for

those meeting core expectations, ‘Committed’ for those with net

zero targets but lacking implementation and ‘Not Aligned’ for those

lacking adequate policies. We seek to increase the proportion of

‘Aligned’ companies and to ensure that at least 70% of portfolio

emissions are from companies that are either Aligned or are under

active engagement.

• We calculate portfolio-level emissions intensity

(3)

and seek to

reduce this in line with a net zero trajectory.

• We monitor our investment in firms providing low-carbon

solutions.

The charts here show the Company's current performance on these

metrics, as well as the targets that we have set. At present, only a

small proportion of investee companies are classified as 'Aligned'.

(1)

See www.parisalignedinvestment.org/ for further details.

(2)

See www.bmogam.com and then search 'net zero'.


(3)

The main metric we consider is financed emissions intensity, in line with PCAF and the Net Zero Investment Framework. However we also monitor and report weighted average carbon intensity.

Company-level alignment status, as a % of total portfolio financed emissions

Aligned 1%

Aligning 49%

Committed 6%

Not Aligned 42%

Not Assessed 2%

0

20

40

60

80

100

20212030

Net zero aligned benchmark trajectory

Financed emissions intensity, tonnes CO2e/$m invested

20222023202420252026202720282029

FCIT

This is because the methodology sets a high standard for full net zero

alignment, requiring companies not only to have a net zero target, but

also measures to implement this including ambitious interim targets,

strategy and governance. We expect this proportion to grow over time as

engagement takes effect.

Of the companies that fall short of our expectations for net zero

alignment, the Manager is engaging with 62% (as a proportion of

total financed emissions). In 2022 the Manager will expand further its

engagement, in line with the objective of at least 70% of financed

emissions being represented by companies that are either Aligned or

under engagement.

Financed emissions intensity

The blue line represents a net zero-aligned benchmark trajectory. It is

based on taking the financed emissions intensity of the FTSE All-World

Total Return Index, which is the market benchmark for the Company,

as at the end of 2019, and reducing this by 50% by 2030. The blue bar

represents emissions intensity for the Company as at the end of 2021.

Our aim is, at a minimum, to keep this within the net zero trajectory for

the benchmark – however, given that the Company's starting point was

already below the benchmark, we will strive to significantly outperform

this target. Having said that, we may choose to retain our investments

in certain higher-emissions companies and sectors if we feel those

companies are strongly aligned to net zero or that our engagement is

making good progress.

Where companies are not yet net zero aligned, we will make active use

of our stewardship influence to move them in this direction. This will

include continued active engagement through our Manager, as well as

the use of our AGM voting power. We will focus initially on companies

which are not yet aligned and are high contributors to portfolio emissions.

Over time we will seek to expand this, noting that the NZIF calls for 100%

of investee companies in material sectors to be either already net zero, or

aligned, by 2040.

Report and Accounts 2021 | 23
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Net zero and Private Equity

Implementing a net zero commitment in private equity investments

presents some unique challenges. Fortunately, there has been significant

progress in the past twelve months in the development of industry

standards. Over 100 UK and European-based private equity/venture

capital firms, representing more than $700m AUM, have joined the UN

PRI-backed Initiative Climat International, including one of our third-party

managers HarbourVest Partners LLC; the Science-based Targets initiative

released guidance for the private equity sector on setting net zero targets

in November 2021; and the Institutional Investors Group on Climate

Change published a net zero methodology for private equity in early

2022, drawing on input from managers including BMO GAM, one of the

managers of our private equity allocation. Pantheon were an early mover

in analysing climate change risk, having worked since 2018 on a climate

mapping tool with consultancy ERM.

BMO GAM included questions on net zero alignment in its annual ESG

survey of our private equity fund managers and co-investments. In the

2021 survey, 21% of managers reported that they track and monitor

greenhouse gas emissions and 16% have net zero targets, of which

86% use carbon offsetting to help achieve these. BMO GAM will seek to

leverage its position to influence private equity managers and drive the

development of reporting on financed emissions and encourage net zero

targets. Filling the emissions data gap is likely to be a key objective in

2022, with potential to then develop a net zero methodology in 2023.

Exercising the right to vote is a key part of our stewardship responsibilities

and an opportunity to influence change. The Manager applies its voting

policy to all listed portfolio holdings. During 2021, the Manager voted

against at least one management proposal at 19% of shareholder

meetings. This compared to 21% of meetings in 2020. One of the most

contentious voting issues remained remuneration. Either by voting

against or abstaining, the Manager did not support 42% (2020: 43%)

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

Voting

19

%


Votes against

management

81

%


Votes with

management

meetings voted

FCIT

364

directorships, the Manager cast votes against 17% (2020: 18%) of those

standing for re-election.

The Manager’s approach to voting is reviewed and developed each year.

For 2022, it will formally implement biodiversity and human and labour

rights criteria into the voting policy. These are topics that the Manager

has engaged with companies on for many years and, in some cases,

already voted against management resolutions or supported shareholder

resolutions. Formally defining expectations in these areas is a significant

step forward.

Engagement will have clear objectives and be time-limited. If companies

fail to respond and continue to fall short of our minimum expectations,

we will divest our holding.

This approach applies to our listed equity holdings. Different

considerations apply in private equity, where data is not available in the

same way and net zero methodologies are more nascent. The case study

below gives an example of how we are approaching net zero in the

Company's private equity holdings.

24 | F&C Investment Trust PLC
During 2021, the Manager engaged with 168 listed companies in our

portfolio to encourage stronger policies and disclosure on a range of

Responsible Investment issues. Company responses to the Covid-19

pandemic continued to be an area of particular focus. The engagement

sought to ensure that staff were supported through measures such as

sick pay, in countries where this was not a mandatory requirement; the

provision of personal protective equipment; and supporting employees

with caring responsibilities. Climate change was also a high priority,

accounting for 22% of total engagement undertaken. Through both one-to-

one dialogue and collaborative work – particularly with the Climate Action

100+ initiative – the Manager called on companies to align their businesses

with a global goal of net zero emissions by 2050 and to put in place robust

implementation strategies to achieve this, including shorter-term targets,

capital expenditure plans and aligning executive pay to climate goals.

Engagement

11

%


Environmental

Standards

4

%


Business Conduct

6

%


Human Rights

23

%


Labour Standards

12

%


Public Health

22

%


Climate

Change

22

%


Corporate

Governance

issues raised with

168 listed companies

across 27 countries

FCIT

765

9

%


Environmental

Standards

5

%


Business Conduct

4

%


Human Rights

29

%


Labour Standards

10

%


Public Health

16

%


Climate

Change

27

%


Corporate

Governance

issues raised with

148 listed companies

across 29 countries

FCIT

638

2021

2020

Report and Accounts 2021 | 25
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

We continued our engagement programme with Amazon during 2021

on various topics focused on labour management and its influence on

society in various forms. Since 2019 we have had 27 touchpoints with

the company, varying in nature from one-to-one meetings with senior

management to joining collective investor initiatives on a particular

topic.

Target: SDGs 8, 10, 12, 16

Issue: Human Rights, Climate Change

Amazon (1.88% of the Company's portfolio)

Human rights in the supply chain, Amazon’s work on facial recognition

technology and worker rights were all areas discussed. We continued

to see progress also on prior engagements, with significant

improvements noted in its approach to waste management and

improved disclosure on how it plans to achieve implementation of its

Climate Pledge in its latest sustainability report. Amazon committed

to 100% renewable energy by 2025, 50% of shipments being net-zero

by 2030, deploying 100,000 custom electric vehicles by 2030 and

investing $100 million in nature-based solutions among others. We

have pushed for greater clarity on the implementation of its Climate

Pledge. We will continue to monitor and push for disclosure on

progress against these commitments.

Engagement case studies

Strategic Report

In 2021, Shell was one of the first companies in the energy sector

to allow shareholders a vote on its strategy that explains how the

company intends to transition in line with the goals of the Paris

Agreement, the international treaty on climate change. We had many

interactions with Shell, both collaboratively through Climate Action

100+ and Eumedion, as well as individually.

We determined that the trajectory (interim targets), as well as the

instruments used to achieve the required emissions reductions, did

Target: SDG 13

Issue: Climate Transition

Shell plc (0.24% of the Company's portfolio)

not provide sufficient certainty about alignment of the strategy with

the ultimate goal of the Paris Agreement to limit global temperature

rise to well below 2°C. As a result, we did not support the resolution

to approve its climate strategy.

Our experience of engaging with Shell remains positive given the

company’s openness to dialogue and its tangible improvements. We

fully recognise Shell’s leadership in the energy sector and welcome

the commitment to an annual say-on-climate vote at the AGM. We

also acknowledge the direction of Shell’s transition towards net zero

emissions by 2050 for the complete value chain. However, there

remains significant room for improvement in the way management

is tackling decarbonisation. We will therefore continue our active

engagement with the company to drive the required changes.

2021 was a year during which the company underwent significant

change. We believe that the strategic shift towards the taste and

nutrition space is an encouraging step and welcomed the divestment

of some of its food business. Our constructive engagement continued

in several areas, including climate change and environmental

impact. While the company has set science-based targets, we set

Target: SDGs 12, 13

Issue: Waste and Biodiversity

Kerry Group (0.51% of the Company's portfolio)

out our expectations for identification and management of climate-

related physical risks. The year saw the company achieving several

milestones, including improvements in waste management and

packaging, where 92% of waste volumes were diverted from

landfill, and the commitment to make all plastic packaging reusable,

recyclable, or compostable by 2025. We encouraged the assessment

of biodiversity impacts and dependencies along the value chain and

related engagement with suppliers. We also engaged the company on

executive compensation, urging restraint and that pay outcomes fully

reflect stakeholders’ experience of the Covid-19 pandemic.

26 | F&C Investment Trust PLC
Taiwan Semiconductor Manufacturing Co , which support Target 8.2 calling

for boosting economic productivity through technological upgrading and

innovation; and in financial companies including Indian bank HDFC, which

we map to Target 8.10, focusing on access to financial services.

There was an increase in the alignment to SDG 9 - Industry, Innovation

and Infrastructure, from 9% last year to 11%. A diverse range of activities

are linked to this goal, including the production of industrial gases and

chemicals by firms such as Linde and Air Liquide. Whilst both have high

greenhouse gas emissions as a result of their production processes, both

are involved in solutions which are essential to the energy transition,

particularly the development of clean hydrogen.

Also similar to last year, our analysis identified an 11% negative

mapping, representing business activities that could be detrimental to

sustainable development. These mostly relate to climate change (SDG 7

on clean energy and SDG 13 on climate change) and health (SDG 3). On

climate change, while below benchmark weight, we have holdings in

several companies in the oil & gas and mining sectors. Many of these

are subject to engagement, with the aim of mitigating environmental

risks. In healthcare, the negative linkage comes through holdings in

firms involved in alcohol production. In previous years, there was also a

negative linkage to tobacco firms, but these positions have now been

exited following the implementation of our exclusions policy.

Supporting sustainable development

The Board views Responsible Investment issues not just as a source

of risk, but also of opportunity. Considering the alignment of our

investments to global sustainability trends can help us benefit from

growth in solution provider companies, as well as to understand the

positive social and environmental impact we can make through investing.

The framework we use to understand our impact – both positive and

negative – is that of the UN Sustainable Development Goals ('SDGs').

These 17 goals, adopted by all United Nations Member States in 2015,

provide a shared blueprint for peace and prosperity for people and the

planet, now and into the future.

The accompanying SDG Alignment chart shows how the listed companies

that we hold support the achievement of the SDGs through their products

and services. This has been analysed by looking at the revenues that

companies generate from their different product lines and assessing how

these relate to the 169 individual SDG targets that underlie the goals. We

also show negative links where some of the activities of our investee

companies potentially conflict with the SDGs.

The overall pattern is similar to what was reported in last year’s annual

report – with 55% of investee company revenues having a positive link to

the SDGs. Again, the goal most represented was SDG 8 – Decent Work and

Economic Growth. This reflects holdings in technology companies such as

“If working apart, we are a force powerful enough to

destabilise our planet, surely, working together, we are

powerful enough to save it.” – Sir David Attenborough,

speaking at the COP26 Climate Conference, 2021

Report and Accounts 2021 | 27
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

55

%


positive alignment

with the SDGs

Strategy alignment with the sustainable development goals ('SDGs')

Based on an analysis of the sources of revenue for each portfolio holding

REVENUE ALIGNMENT BREAKDOWN:

POSITIVE 55.2%, NEUTRAL 24.3%, NEGATIVE 10.6%, CASH 0.8%

Source: BMO Global Asset Management, as at 31 December 2021, designed for illustrative purposes, subject to change.

Other: SDGs less than 1%

OTHER (POSITIVE LINK)

NEUTRAL

UNMAPPED

OTHER (NEGATIVE LINK)

CASH

SDG Alignment Chart as at 31 December 2021

28 | 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

£m20112012201320142015201620172018201920202021

Total assets less current liabilities (excl loans)2,2142,4012,6572,8383,0013,4613,9603,8174,5454,9195,831

Loans and debentures286322227261299248292325436407550

Available for ordinary shares1,9282,0792,4302,5772,7023,2133,6683,4924,1094,5125,281

Number of ordinary shares (million)

(1)

590577570562559547542542543537527


Net Asset Value (NAV)

at 31 December

pence20112012201320142015201620172018201920202021

NAV per share – with debt at par326.6360.2426.1458.4483.4587.9676.5643.9757.3840.71,002.5

NAV per share – with debt at market value322.9357.6424.8458.4483.4587.2675.8642.9753.9831.8998.7

NAV total return % – 5 years

(2)

83.8

NAV total return % – 10 years

(2)

271.6


Share Price

at 31 December

pence

20112012201320142015201620172018201920202021

Middle market price per share 288.5320.5378.0421.2449.2544.0647.0633.0765.07 8 7.0926.0

(Discount)/premium to NAV with debt at

market value %(10.6)(10.4)(11.0)(8.1)(7.0)(7.4)(4.3)(1.5)1.5(5.4)(7.3)

Share price High 327.9321.6383.0425.9465.0544.0649.0741.0778.08 0 7.0941.0

Share price Low 261.5282.5320.5363.0401.6391.2542.0612.0636.0478.0750.0

Share price total return % – 5 years

(2)

84.7

Share price total return % – 10 years

(2)

291.9


Revenue

for the year ended 31 December

20112012201320142015201620172018201920202021

Available for ordinary shares – £’000s 40,27040,84144,03737,85747,262

(3)

58,393

(3)

63,486

(3)

69,438

(3)

70,937

(3)

52,480

(3)

58,500

(3)

Net revenue return per share – pence6.747.027.696.698.4210.5711.6712.8113.069.7110.99

Dividends per share – pence7.108.509.009.309.609.8510.4011.0011.6012.1012.80

(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 2021 | 29
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Cost of running the Company

for the year ended 31 December

%20112012201320142015201620172018201920202021

Expressed as a percentage of average net assets:

Total Expense Ratio

(4)

0.570.550.50.530.530.530.520.560.530.510.47

Ongoing Charges

(4)

0.920.900.860.870.800.790.790.650.630.590.54

Total Costs

(4)(5)

––––––1.061.011.051.191.16

Gearing

(4)


at 31 December %20112012201320142015201620172018201920202021

Net gearing 15.814.38.08.98.66.97.26.69.98.09.4

(4) See Alternative Performance Measures on pages 102 to 104 for explanation.

(5) Not calculated for years prior to 2017.

30 | F&C Investment Trust PLC
1. Microsoft (2)

US listed technology company focused on software products

and cloud computing. The company also designs and sells

hardware devices.

2.59% Total investments

£149.9m Value

6. UnitedHealth (8)

US listed company offering healthcare products and

insurance services. One of the largest healthcare companies

in the world by revenue.

1.26% Total investments

£72.9m Value

2. 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.

2.09% Total investments

£120.7m Value

7. Taiwan Semiconductor Manufacturing

(TSMC) (7)

Taiwanese listed manufacturer and designer of

semiconductors.

0.90% Total investments

£51.8m Value

3. Amazon.com (1)

US listed e-commerce and cloud computing company.

Largest listed internet retailer in the world based on market

capitalisation.

1.88% Total investments

£108.9m Value

8. Broadcom (12)

US designer and supplier of semiconductor and infrastructure

software solutions.

0.82% Total investments

£47.5m Value

The value of the twenty largest listed equity holdings represents 20.79% (2020: 21.62%) of the Company’s total investments.

The figures in brackets denote the position within the portfolio at the previous year end.

There were no convertible securities in the total portfolio at 31 December 2021 (2020: nil).

These are the largest listed equity holdings excluding collective investment schemes. If the whole portfolio was considered then PE Investment Holdings 2018 LP

(£184.3m), Inflexion Strategic Partners (£78.6m), Pantheon Access SICAV (£50.3m) and The Schiehallion Fund (£35.9m) would have been included in the list.

The Company’s full list of investments exceeds 400 and is published monthly on the website at fandcit.com. Copies are also available on request from the Company Secretary.

Twenty Largest Listed Equity Holdings

4. Apple (5)

US listed technology company predominantly involved in

design, development and sale of consumer electronics and

software worldwide.

1.84% Total investments

£106.1m Value

9. Dollar General (43)

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.

0.79% Total investments

£45.7m Value

5. Meta (4)

US listed operator of social media sites and social

networking services.

1.31% Total investments

£75.5m Value

10. International Flavors & Fragrances (203)

US listed manufacturer of flavours and fragrances for food,

beverage and household product industries.

0.78%

Total investments

£44.9m

Value

Report and Accounts 2021 | 31
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

11. Anthem (40)

US listed health benefits and insurance company providing

health, dental, vision and pharmacy services across

employer, individual and Medicaid/Medicare markets in the

US.

0.75%

Total investments

£43.4m Value

16. Goldman Sachs (23)

US listed investment bank and financial services company.

0.66%

Total investments

£38.4m Value

12. Tesla (–)

US listed designer and manufacturer of electric vehicles and

batteries.

0.72%

Total investments

£41.8m Value

17. Keyence (17)

Japanese listed manufacturer of factory automation

equipment.

0.60%

Total investments

£34.8m Value

13. Schneider Electric (16)

French listed manufacturer of electrical power products.

0.69%

Total investments

£40.0m Value

18. Merck (–)

US listed healthcare company primarily focused on

pharmaceuticals.

0.59%

Total investments

£34.1m

Value

Strategic Report

14. Mastercard (9)

US listed financial services company providing financial

transaction procession services worldwide as well as offering

credit and debit cards and internet payment systems.

0.68%

Total investments

£39.5m Value

19. Nvidia (53)

US listed designer and manufacturer of graphic processing

units.

0.59%

Total investments

£33.9m Value

15. Comcast (51)

US listed provider of media and television broadcasting

services. The company also offers video streaming,

television programming, internet and communication

services to customers worldwide.

0.67%

Total investments

£38.6m

Value

20. CVS (38)

US listed pharmacy healthcare provider offering pharmacy

services as well as operating retail and specialty drugstores

predominantly across the US.

0.58%

Total investments

£33.7m Value

32 | F&C Investment Trust PLC
The Board has carried out a robust review and assessment of the Company’s principal and emerging risks and

the uncertainties that could threaten its future success. This includes risks posed by the change of ownership

of the Manager and the ongoing Covid-19 pandemic in the near-term and longer-term risks, such as climate

change. The consequences for its strategy, business model, liquidity, future prospects, long-term viability and its

commitment to transition the Company’s portfolio to net zero carbon emissions by 2050, at the latest, form an

integral part of this review.

Principal RisksMitigation by strategyMitigating activities

Investment proposition and its

promotion – Failure to access

the targeted market or meet

investor needs or expectations,

including Responsible

Investment policies not

resulting in demonstratable

progress towards our net

zero commitment, leading to

significant pressure on the

share price.

Our investment and business

strategies aim to position us as a

clear and core investment choice

through all available channels.


Our discount is a KPI measured by

the Board on a continual basis and

is reported on page 13.

The Manager has been retained and continues to deliver on the

Company’s objective and operates within a Responsible Investment

culture under a corporate commitment to four key Sustainability

Principles: Social Change, Financial Resilience, Community Building and

Environmental Impact. With BMO GAM, the Company has the flexibility

to innovate, adapt and evolve as Responsible Investment necessities

and expectations change. Marketing and investor relations campaigns

continued throughout the year. BMO GAM continued to enhance its

savings platform and its ability to communicate directly and more

effectively with investors, reinforcing its direct to consumer approach

rather than following the trend of other investment trust houses which

have relinquished their savings plans to generic platforms. Ameriprise,

through Columbia Threadneedle, has confirmed its full support for the

savings plans. As such, this risk is categorised as unchanged.

Economic and market shocks in one form or another, and their

consequences, are risks that have long been on the Board’s risk

assessment. The effects of the Covid-19 pandemic appear to be easing

somewhat but its duration and future impact remain unknown and

there can be no complacency. Nevertheless, the Company’s purpose,

strategy, investment policy and innate characteristics, most notably

portfolio diversification and an embedded long-term outlook, have

again demonstrated its strong resilience in the face of a global crisis.

Our risk evaluation forms an inherent part of our strategy determination,

described on page 9, which looks to mitigate risks and to pursue the

opportunities that arise not least at times of great turmoil.

Last year we highlighted, as emerging risks, the extent and impact of

the eventual response from governments to meet the costs of Covid-19

and the potential for the imposition of controls and taxes that could be

detrimental to the savings industry and investors themselves. Although

these risks remain, the impact of the Covid-19 pandemic and the resulting

actions have been articulated in each of the principal risks rather than as

a separate risk.

As reported on page 6, BMO GAM has been acquired by Ameriprise and

its business is to be merged with Columbia Threadneedle. The Board looks

favourably upon this acquisition and expects there to be little change

for your Company. Nevertheless, any acquisition of such magnitude

will introduce some uncertainty until integration of systems is fully

implemented. Therefore the Board is treating this aspect as an emerging

risk that it will monitor closely.

Unchanged throughout

the year.

Principal Risks and Future Prospects

Report and Accounts 2021 | 33
Strategic Report

Governance Report

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Other Information

Chairman’s Statement

Overview

Auditor’s Report

Strategic Report

Increased during

the year.

Increased during

the year.

Unchanged throughout

the year.

Principal RisksMitigation by strategyMitigating activities

Investment performance –

Inappropriate asset allocation,

sector and stock selection,

currency exposure and use of

gearing and derivatives may

give rise to under-performance

and impact dividend paying

capacity. Political risk factors,

including the potential

emergence of restrictive

government controls, could

also impact performance as

could market shocks such as

those experienced as a result

of Covid-19 and geo political

factors.

Under our Business Model, a

manager is appointed with the

capability and resources to manage

the Company’s assets, asset

allocation, gearing, stock and sector

selection and risk and can delegate

the management of investment

portfolios externally. The individual

global and regional investment

portfolios are managed as a whole

to provide diversification, lower

volatility and risk.


The performance of the Company

relative to its benchmark, its peers

and inflation is a KPI measured by

the Board on a continual basis and

is reported on page 13.

The Company’s portfolio remains diversified while its structure enables

it to continue to take a long-term view. Detailed reports provided

by the Fund Manager are reviewed by the Board at each of its

meetings. BMO GAM’s Performance and Risk Oversight team provide

independent oversight on investment risk management for the

directly managed portfolios. As outlined in the Fund Manager’s Review

starting on page 14 and reported in the Key Performance Indicators on

page 13, long-term performance remains in line with expectations. In

2020 the Company purchased a series of forward currency contracts to

the value of £300m as a partial hedge against the US dollar. This was

reduced by £100m in late 2021 and, following the capital gain of £9.1m

in the year, it showed a net unrealised capital loss as at 31 December

2021. Prudent management of the Company’s Revenue Reserve

means that, although the dividend for 2021 is not fully covered by the

net revenue returns in the year, its dividend capacity remains strong.

Russia’s invasion of Ukraine and continuing economic and market

uncertainty indicates that this risk has increased.

Appointed Manager – Failure

of BMO GAM to continue to

operate effectively resulting

from inadequate systems or

resources, or through the loss

of key staff.

The Business Model is based on

the premise of an effective and

strong working relationship with

the appointed Manager while an

important responsibility of the Board

is the robust annual evaluation of

its performance, capabilities and

resources, leading to the decision on

whether to reappoint it. Succession

planning concerning any potential

significant management changes is

shared with the Board.


Internal performance KPIs and

Manager errors are monitored

by the Board for indications of

continuity or other Manager issues.

The Board has considered the acquisition of BMO GAM during the year

and has met with Columbia Threadneedle’s senior management to

discuss it and as part of the annual reappointment process described

on page 49. Comfort was taken as to Columbia Threadneedle’s long-

term financial strength and resources and its policies and commitment

towards BMO GAM’s investment trust business.

The assessment of BMO GAM’s overall viability, systems and staffing

capabilities throughout 2021 included its contingency arrangements in

the face of the ongoing Covid-19 constraints. All operated satisfactorily,

as reported on page 56. Thorough review and challenge were made

through the Audit Committee, Management Engagement Committee

and the Board. Whilst the Board has reappointed the Manager, the

eventual integration with Columbia Threadneedle's systems will

inevitably introduce a degree of uncertainty. This risk is therefore

categorised as increased.

Service providers and systems

security – Covid-19 and the

implementation of working

from home and increased

sophistication of cyber threats

have heightened risks of

loss through errors, fraud

or control failures at service

providers or loss of data

through business continuity

failure.

The ancillary functions of

administration, company secretarial,

accounting and marketing services

are all carried out by the Manager.


The Board monitors effectiveness

and efficiency of service providers’

processes through internal

efficiency KPIs.

The Audit Committee and the Board have regularly reviewed the

Company’s risk management framework with the assistance of the

Manager. Regular control reports from the Manager covering risk,

compliance and oversight of its own third-party service providers,

including IT security and cyber-threats, have also been reviewed.

The Manager has maintained regular contact with its key outsourced

service providers throughout the Covid-19 pandemic and received

assurances regarding the continuity of their operations. Service levels

are monitored by the Manager with any deviations from the service

level agreements escalated immediately, both internally and with

the relevant third party. The Board has reviewed reports from the

Depositary, which is liable for loss of any of the Company’s securities

and cash held in custody unless resulting from an external event

beyond its reasonable control. Vigilance remains heightened with this

risk categorised as unchanged.

34 | F&C Investment Trust PLC
The Board has continued to work with the Manager in managing our

risks. A risk summary is produced by the Manager 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, through

the Audit Committee, has a robust process for considering the resulting

risk control assessment at regular meetings and on an ongoing basis

reviews the significance of the risks and the reasons for any changes.

The Board carried out its annual exercise in December 2021 in which

each Director, the Fund Manager, BMO GAM’s Head of Investment Trusts

and the Company Secretary independently listed what they consider to

be the greatest risks that could impact the sustainable success of the

Company, without reference to the Board’s existing risk assessment. The

purpose of the exercise was to reassess the principal risks and identify

any new, emerging risks and to take any necessary action to mitigate

their potential impact. The greatest risks listed by the participants in the

exercise were collated and then reconciled with those in the Board’s

existing risk control assessment and reviewed as part of the robust

assessment of the Company’s risks and controls. The majority of risks

had already been identified and were broadly consistent with previous

exercises, however the exercise highlighted the risk associated with the

integration of BMO GAM and Columbia Threadneedle, as explained above,

and that reputational risk is inherent in all risks. The implications of

Responsible Investment issues and climate change were uppermost once

again and had been a major topic of discussion at the Board’s strategy

meeting held in July.

This assessment is described on page 56 and there is further information

in note 26 to the Accounts. Since the exercise in December 2021, Russia

has invaded Ukraine and we recognise that the Covid-19 pandemic has

yet to run its course with many uncertainties remaining. We continue

to review and challenge the risks that we face, including whether those

more directly associated with the Covid-19 pandemic should continue to

be managed as an integral part of that framework.

We are conscious of the various reviews covering UK corporate

governance and audit reforms and that the Department for Business,

Energy & Industrial Strategy (‘BEIS’) is due to publish new regulations.

Following publication of its initial view this year, there will be further

discussion of BEIS' proposals before the regulations are finalised. The

Financial Reporting Council will be replaced by The Audit, Reporting

and Governance Authority, expected to be in April 2023, before the

new regulations come into force. The changes will take forward the

independent reviews and regulatory recommendations for the purpose of

determining which will work best together to drive positive change. We

note in particular Sir Donald Brydon’s independent report (the ‘Brydon

Report’), published in 2019, into the quality and effectiveness of audit

and a key recommendation that companies provide more information

and assurance about the resilience of a company. A clear framework is yet

to be issued for users in preparing such a statement and we will develop

our disclosures in line with the requirements when they are published.

We welcome the recommendations of the Brydon Report and its message

that companies need to go beyond the existing level of disclosures in

order to provide more information about their ability to withstand risks

arising over different periods of time. In the spirit of that report, and to

provide some reassurance given the ongoing Covid-19 pandemic, we

again provide more information below on the basis of our confirmation

on going concern and on the Company’s long-term viability.

Going concern

The Directors confirm their reasonable expectation that the Company has

adequate resources to continue in operational existence for the twelve

month period from the date of approval of the financial statements,

being the period to 31 March 2023. This confirmation is based on a

review of assumptions that took into account the outlook for global stock

markets and economies; 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. The Directors also took account of the Company’s resilience in

withstanding the impact of the substantial fall in stock markets in March

2020 triggered by the Covid-19 pandemic and carried out stress tests

covering the period from 9 March 2022 to 31 March 2023 that enabled

them to assess the impact of varying degrees of:

• falls in the value of the publicly listed investments;

• widening discount and increased buyback levels;

• illiquidity and early calls on private equity commitments;

• adverse fluctuations in exchange rates; and

• adverse fluctuations in annual revenue.

In addition to the stress tests, a reverse stress test was carried out to

establish the extent to which markets and revenue would need to fall

and exchange rates move such that the Company would breach its most

onerous financial loan covenants. These covenants stipulate that the net

assets of the Company must not fall below £750m and that gearing must

not exceed 35% of the adjusted portfolio value

(1)

. The results of the test

illustrated that a 66% fall in the values of the public and private equity

portfolios alongside a 60% fall in revenue and adverse exchange rate

movements of 20% would take the gearing position to over 35% of the

adjusted portfolio value

(1)

and would therefore be in breach. The test was

illustrative only and undertaken without any assumptions of intervention

that would mitigate their effect. Such an event is therefore highly

unlikely. Under any scenario of prolonged severe market falls that could

threaten the Company’s ability to continue as a going concern, the Board

would work with the Manager to take mitigating action that could include

portfolio restructuring, reduced dividend payments and cost cutting.

(1)

See Glossary of terms on page 105 for an explanation of adjusted portfolio value.

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Overview

Auditor’s Report

Strategic Report

Resilient, responsible and prosperous for over 150 years

• We have set a target to transition our portfolio to net

zero carbon emissions by 2050, at the latest.

• We have a strong record of taking advantage of

investment opportunities that arise from market shocks

and volatility.

• We have substantial headroom under our bank

borrowing financial covenants which is rigidly

monitored.

• We have a long-term investment strategy under which

we invest mainly in readily realisable, publicly listed

securities and which restricts the level of borrowings.

• We are able to take advantage of our closed-ended

investment trust structure to deliver on our objective

over the long-term and have secured borrowings well in

excess of ten years at historically low interest rates.

• Our business model and strategy are not time limited

and, as a global investment trust, we are unlikely to be

adversely impacted materially as a direct result of geo-

political events over the longer-term.

• We can hold a proportion of our long-term less liquid

private equity investments over very many years

without pressure to realise them ahead of time.

• Our revenue and expenditure forecasts are subject to

regular and robust review throughout the year against a

backdrop of large revenue and capital reserves.

• We retain title to all assets held by the Custodian

which are subject to further safeguards imposed on the

Depositary.

The Company’s €72m loan is repayable in July 2022. In September

2021, the Company renewed, and increased from £100m to £150m, its

unsecured revolving credit facility. Based on its ability to renew and

increase that loan facility and the agreement to issue a total of £280m of

additional fixed rate senior unsecured notes during the year, the Board

does not expect to encounter any difficulty in refinancing the Company’s

€72m loan, should it wish to do so. In the unlikely event it is unable to do

so, the impact will be immaterial.

Based on their assessment of the magnitude of the events that would

cause the Company to breach of its financial loan covenants, or fail to

meet its liabilities as they fall due, and their knowledge and experience

of the Company’s portfolio and stock markets, the Directors continue

to adopt the going concern basis in preparing the accounts for the year

ended 31 December 2021. See also note 25 to the Accounts.

Future prospects and long-term viability

The Directors carried out scenario testing in order to consider the

Company’s long term viability over a period of ten years to 31 December

2031. The tests commenced with a base case scenario that covered a

range of assumptions to which sensitivity analysis was then applied in

order to assess the impact of more extreme scenarios. A key assumption

in each scenario included no change to the Company’s dividend policy.

The worst-case scenario tested by the Directors addressed the potential

impact of falls of 40% in the value of the listed investments; 35% for

the private equity investments; 35% in income; and adverse exchange

rate movements of 25% all occurring in 2022 with further significant falls

compounding the impact in the short term and less volatile listed equity

market movements thereafter. The fall in value of investments may occur

for a variety of reasons, including climate change. Under this scenario

the early payment of the private equity commitments would increase

the proportion of that portfolio as a percentage of the total value of the

investments as a whole. All loans were assumed to have been repaid

at the beginning of the year. Private equity valuations were assumed to

make a modest recovery in later years, while exchange rate movements

would fluctuate from year to year.

The results from the worst-case scenario showed that under such highly

adverse conditions the net assets would fall to no lower than £1.4 billion

and would be back to around the £1.9 billion level by 31 December 2031.

Dividend payments to shareholders could continue to be paid through the

support of Capital Reserves.

Under a scenario based on the movements in income, inflation and

valuations over the ten-year period that followed the financial crisis of

2008, net assets would rise to £10.2 billion at 31 December 2031.


The assumptions used for these tests purposefully did not take into

account that under such severe conditions the Board and Manager

would have taken action to mitigate the risks and offset the impact.

Furthermore, the tests were a theoretical and illustrative scenario

exercise, the assumptions for which are extreme and highly unlikely. Their

purpose was to help inform the Directors of the Company’s resilience

under conditions so severe that they would impact global economies,

markets, companies and businesses alike. The tests help to support the

Board’s assessment of the Company’s long-term viability. The results do

not represent its views or give an indication of the likely outcome.


The Company has proved resilient and prosperous for more than 150

years. There will inevitably be risks, but we believe that the future will

continue to present tremendous opportunities for investors and for

36 | F&C Investment Trust PLC
shareholder returns to be enhanced through a focus on companies

that engage in sustainable business practices. Shareholders can be

assured that our focus on delivering sustainable growth in capital and

income over the longer term will be maintained. Having considered its

current position and the principal and emerging risks that the Company

faces and having applied stress tests under worst-case scenarios that

would severely impact global economies and markets alike, the Board

confirms that it has assessed the Company’s prospects, to the extent that

it is able to do so, over the next ten years.

In concluding that ten years is an appropriate period for this assessment,

the Board considers that this approximates to:

• a suitable period over which its longer term investment performance

is measurable and comparable;

• the periods over which it would typically commit to and benefit from

its private equity investments; and

• the tenure of the Directors from a corporate governance perspective.

The Board also took into consideration the long-term duration of the

Company's debt, the perceived viability of the Company’s principal service

providers, the potential effects of expected regulatory changes and

the potential threat from competition. The Company’s business model,

strategy and the embedded characteristics shown opposite have helped

define and maintain its stability over many decades. The Board expects

this to continue over many more years to come.

The Directors confirm therefore, that they have a reasonable expectation

that the Company will be able to continue in operation and meet its

liabilities in full over the coming ten years to 31 December 2031.

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Investment

Our publicly stated Investment Policy is designed to help shareholders,

prospective investors and stakeholders understand the scope of our

investment remit and the constraints imposed under it. Any material

changes to the stated policy can only be made with shareholder approval.

No immediate changes are necessary as a result of the decision to

transition our investments to net zero carbon emissions by 2050, at the

latest.

Our 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. A limit of 5% of the value of the total

portfolio has been placed 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 it is considered

that the long-term exposure to Private Equity investments could exceed

20% of the value of the total portfolio.

Under the Company's Articles of Association, with limited exceptions, no

single investment may be made 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%. A limit of 5% of the value of the total portfolio has

been placed on investment funds managed by the Manager at the time

of acquisition and any such investment requires specific Board approval.

We will typically remain fully invested in equities, but are not prohibited

from investing in other types of securities or assets. Derivatives may be

used for the purposes of income enhancement and efficient portfolio

management, covering tactical asset allocation and risk mitigation,

including protection against currency risks within strict limits.

Due diligence with regard to the Investment Policy and underlying

policies is carried out at each Board meeting, with regular reporting

from the Fund Manager. Confirmation of adherence to the investment

restrictions and limitations set by the Board is required, and given, at

each meeting. The Fund Manager’s Review on pages 14 to 19 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 our closed-ended investment company structure, we have a long

record of successfully using gearing to enhance shareholder returns and

this was accretive to returns in 2021. Our 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. Borrowing levels and

covenant headroom are monitored at each Board meeting. We explain

the impact and longer term performance potential for our returns as a

result of our borrowings under Gearing on page 19.

Dividend

Our revenue account is managed with a view to delivering a rising

income stream in real terms for shareholders. Prudent use of our

Revenue Reserve established over many decades is made whenever

necessary to help meet any revenue shortfall and to weather periods of

crisis. Worldwide economic and financial instability continues and the

developments in Ukraine are of great concern, but the Revenue Reserve

means that we have the capacity to pay an increased dividend for 2021.

Dividends can also be paid from Capital Reserves, although we have no

current need, or intention, to do so.

The Board applies due diligence and determines dividend payments by

taking account of timely income forecasts, brought forward distributable

reserves, prevailing inflation rates, the Company’s dividend payment

record and Corporation Tax rules governing investment trust status. Risks

to the dividend have been considered as part of the Principal Risks and

Future Prospects reviews noted on page 33. They include worldwide

economic, financial and political instability leading to significant

deterioration in the level of income we receive and unforeseen and

significant changes to our regulatory environment. We have sufficient

liquid resources to fund envisaged levels of dividend payment.

Information on the dividend for 2021 is reported on page 5.

Principal policies

The Board has overall responsibility for the Company’s principal policies, which support its investment and

business strategies towards the attainment of long-term sustainable growth for our shareholders.

38 | F&C Investment Trust PLC
Discount/Premium

Over many years we have consistently applied a share “buyback” policy.

Under this policy we buy back the Company’s shares in the market for

the benefit of shareholders where we see value and, importantly, in

pursuit of a sustainably low deviation between the share price and NAV

per share and to dampen discount volatility, in normal market conditions.

The policy and the levels within which it has operated are continually

reviewed, with the aim of achieving the long-held aspiration of the

shares trading at or close to NAV per share. Shares bought back may be

cancelled or held in treasury. Those 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 or premium levels at each

meeting. Information on the outcome from this policy can be found on

page 5.

Responsible Investment

The Board has committed to transition the Company’s portfolio to net zero

carbon emissions by 2050, at the latest. Over the past year, our Manager

has been working on an implementation methodology. Our approach

reflects our belief in the power of investor engagement rather than

simply divesting or excluding stocks or sectors. However, the activities

of some companies are incompatible with our Responsible Investment

approach; namely tobacco, cluster bombs and landmines, and thermal

coal. We exclude companies with exposure to these activities exceeding

certain revenue thresholds.

Board diversity

Our policy towards the appointment of non-executive directors to the

Board is based on our belief in the benefits of having a diverse range of

experience, skills, length of service and backgrounds, including gender,

ethnicity and contributions from an international perspective. The policy is

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

statement, we confirm that there is not and will not be any discrimination

on the grounds of gender, race, ethnicity, religion, sexual orientation, age

or disabilities.

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

performance for shareholders over the longer term in the form of

sustainable growth in both capital and income. We apply the policy for

the purpose of appointing individuals that, together as a board, will

continue to achieve that aim as well as ensuring optimal promotion of

our investment proposition in the marketplace. In terms of progress in

achieving diversity, the gender balance of five men and three women

Directors meets the target of 33% of women on FTSE 350 company boards

set under The Hampton-Alexander Review.

(1)

We also aim to meet the

proposal of the Parker Review Committee

(1)

, that each FTSE 250 board has

as least one director from an ethnic minority background by 2024.

Taxation

As an investment trust company, it is essential that we retain our tax

status by complying at all times with Section 1158 of the Corporation Tax

Act 2010 (‘Section 1158’) such that UK Corporation Tax is not suffered

on our capital gains. Taxation returns are submitted annually and any

taxation due is settled promptly. Where possible, all taxes suffered in

excess of taxation treaty rates on non-UK dividend receipts are claimed

back in a timely manner. 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 our tax policies, the Board receives regular

reports from the Manager. We have received approval from HMRC as an

investment trust under Section 1158 and have since continued to comply

with the eligibility conditions.

Modern Slavery Act 2015

The values that we hold, our culture and the rationale for the appointment

of the Manager are explained on page 9. The management company

is an organisation committed to respecting human rights and stands

against all forms of slavery and human trafficking. It is recognised as a

leading pioneer in responsible investment and works with policymakers

worldwide to deliver market-wide improvements in standards and

regulations. In 2021 approximately 41% of its engagement across the

companies in which the Manager invests for its clients was on social

themes, with extensive work on labour practices. The Manager is an

investor signatory to the Workforce Disclosure Initiative (‘WDI’) which

aims at enhancing relevant and material workforce-related disclosure on a

wide range of workforce issues, covering companies’ direct operations and

supply chains. As part of its commitment to the WDI in 2021, the Manager

held 105 engagements with 91 companies seeking improved transparency

of workforce management. We are very supportive of the Manager's

approach and whose formal statement can be found on its website at

bmogam.com.

Our own supply chain consists predominately of professional advisers

and service providers in the financial services industry, which is highly

regulated. We believe therefore that the potential for acts of modern

slavery or human trafficking in our own environment is extremely low.

Integrity and business ethics

We apply a strict anti-bribery and anti-corruption policy insofar as it

applies to the Directors and any directors or employees of the Manager

or of any other organisation with which we conduct business. The Board

ensures that adequate procedures are in place and followed in respect of

third-party appointments, acceptance of gifts and hospitality and similar

matters.

On behalf of the Board

Beatrice Hollond

Chairman

9 March 2022

(1)

See Glossary on pages 107 and 108

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Directors

Beatrice Hollond

(2)


Chairman

Appointed to the Board on 1 September 2017 and as

Chairman of the Board and the Management Engagement

Committee on 1 January 2020. She was appointed Chairman

of the Nomination Committee on 1 September 2019.

Experience and contribution:

Beatrice brings to the Board investment knowledge and

expertise in regard to both equities and global fixed

income. She also brings leadership skills from her time as a

Managing Director of Credit Suisse Asset Management, LLC

where she spent 16 years in global fixed income.

Other appointments:

Beatrice is a member of the Board of Brown Advisory in the

United States and chairs its international advisory board.

She also holds non-executive directorships at Telecom Plus

PLC and Templeton Emerging Markets Investment Trust PLC.

Francesca Ecsery

(2)


Appointed to the Board on 1 August 2013.

Experience and contribution:

Francesca brings special expertise in omnichannel

consumer marketing, branding and commercial strategies

and provides guidance for the effective promotion of

the Company's investment proposition and access to

its shares. Francesca previously held the role of Global

Business Development Director at Cheapflights Media and

held senior executive roles with STA travel, the Thomas

Cook Group and Thorn EMI plc.

Other appointments:

Francesca is currently a non-executive director of the

Association of Investment Companies (the ‘AIC’), Marshall

Motors Holding plc, Air France and CT Automotive Group plc.

Jeffrey Hewitt

(1)


Chairman of the Audit Committee

Appointed on 15 September 2010 and as Chairman of the

Audit Committee in November 2011.

Experience and contribution:

A chartered accountant and MBA, Jeff has a strong financial

background. He held a number of senior roles and is an

advocate of continuous improvement in the quality of

corporate reporting. Until 2020 he was Acting Chairman of

Cenkos Securities plc. He was the Group Finance Director

of Electrocomponents plc (1996 to 2005), Deputy Chairman

(2000 to 2005) and Chair of the Pension Scheme (1996 to

2020). Prior to that, he was the Finance Director of Unitech

plc (1991 to 1996). He has also chaired the Audit Committees

of several listed and private companies including Vesuvius

plc (previously Cookson Group plc) and John Lewis

Partnership plc.

Other appointments:

None.

Edward Knapp

(1)


Appointed to the Board on 25 July 2016.

Experience and contribution:

Edward brings a combination of investment, operational and

general management experience worldwide, with expertise

in the digital transformation of large-scale organisations,

portfolio management, risk, strategy and technology. Edward

was previously a Managing Director and Global Head of

Business Management within the Technology function at

HSBC, and prior to that he was a Chief Operating Officer at

Barclays Bank. Until 2012 he was at McKinsey & Company,

providing board and advisory services to clients worldwide,

focusing on financial services, strategy, risk management

and technology.

Other appointments:

Edward is a Member of the Board of Trustees of Asia House,

a centre of expertise on trade, investment and public policy.

He is also Chairman of the Board Risk and Compliance

Committee of Mattioli Woods PLC, where he serves as a

non-Executive Director. His wide ranging advisory experience

includes being a former senior advisor to Revolut Limited.

(1) Member of the Audit Committee

(2) Member of the Nomination Committee

All the Directors are members of the Management Engagement Committee. No Director has a shared directorship elsewhere with other Directors.

40 | F&C Investment Trust PLC
Stephen Russell

(1)


Appointed to the Board on 1 February 2022.

Experience and contribution:

Stephen brings the highest level of investment skills and

knowledge to the Board. He is Investment Director and

a member of the multi asset investment committee at

Ruffer LLP, where he helps direct its investment strategy.

He joined Ruffer in 2003 and has managed its flagship

pooled funds and developed its institutional pension

fund offering into one of the largest multi asset/absolute

return fund managers in the UK. Stephen previously

managed segregated pension funds at Sun Life of Canada

and advised pension fund managers as a strategist at

HSBC.

Other appointments:

None.

(1) Member of the Audit Committee

(2) Member of the Nomination Committee

All the Directors are members of the Management Engagement Committee. No Director has a shared directorship elsewhere with other Directors.

Tom Joy

(2)


Appointed to the Board on 1 January 2021.

Experience and contribution:

Tom has extensive investment knowledge, expertise

and experience in global equity markets. He is Chief

Investment Officer of the Church Commissioners

for England which is responsible for managing the

endowment portfolio of the Church of England. He began

his career at Royal Sun Alliance Investment Management

and later joined Schroders holding a variety of different

roles ultimately becoming Head of Investment – Multi-

Manager. He then joined RMB Asset Management where

he was Chief Investment Officer until his appointment at

the Church Commissioners for England in October 2009.

Other appointments:

Tom is a non-executive director of Guy’s and St Thomas’

Charity and chairs its Investment Committee.

Quintin Price

(1)


Senior Independent Director

Appointed to the Board on 10 March 2020.

Experience and contribution:

Quintin brings investment banking and investment

management knowledge and expertise to the Board from

a 30 year career working at a senior level for a number

of leading companies. From 2005 to 2015 he was at

BlackRock where he was Global Head of Alpha Strategies

and a member of the Global Executive Committee.

Other appointments:

Quintin is a Senior Advisor at Capital Generation

Partners, a member of the Investment Committee of the

Leverhulme Trust and a non-executive director of Aperture

Investors and Liontrust plc.

Rain Newton-Smith

Appointed to the Board on 11 May 2021.

Experience and contribution:

Rain has considerable economic and political insight as

well as expertise in sustainability, governance on reducing

carbon emissions and in developing environmental,

social and governance (‘ESG’) reporting. She is Chief

Economist at the Confederation of British Industry, where

she provides business leaders with advice on the UK

economic outlook and global risks. Rain was previously

Head of Emerging Markets at Oxford Economics, where

she was the lead expert on China. Prior to that, Rain was

a research advisor to the Bank of England’s Monetary

Policy Committee.

Other appointments:

Rain is a Director of Eynsham Partnership Academy, where

she is trustee for six primary schools and two secondary

schools and is chair of the finance committee.

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Composition of the committees

Committee membership is noted in each Director’s biography on the

previous two pages, while the respective terms of reference can be

found on the Company’s website at fandcit.com. Further detail is given in

respect of the composition of the Audit Committee on page 56.

Compliance with the UK Code

We have considered and support the principles and provisions of the

UK Corporate Governance Code published in 2018 (the ‘UK Code’) and

believe that we have applied the principles and complied with its

provisions during the year under review and up to the date of this report

in so far as they apply to the Company’s business. As the Company is

an externally managed investment trust company with no executive

directors or employees, it has not reported in respect of the provisions

relating to:

• the role of the Chief Executive;

• remuneration committee;

• executive directors’ remuneration; and

• workforce engagement.

The need for an internal audit function is addressed on page 57.

None of the Directors standing for re-election at the forthcoming AGM has

served in excess of nine years. However, in August this year, Francesca

Ecsery will have served nine years as a Director. We explain our tenure

policy on page 51 and why we consider Francesca to be independent on

page 46.

We also adhere to the principles and recommendations of the AIC Code

of Corporate Governance (the ‘AIC Code’). Copies of the UK Code and AIC

Code can be found on their respective websites: www.frc.org.uk and

www.theaic.co.uk.

Beatrice Hollond

Chairman

9 March 2022

Dear Shareholder,

On the previous two pages you will find brief details of the Directors

responsible for the governance of your Company, including mine as

Chairman. Details are also available at fandcit.com. The Company invests

in a wide range of companies and, as a Board, we believe that good

governance creates value and expect the companies in which we invest

to apply high standards. In maintaining the confidence and trust of our

own investors, we set out to adhere to the very highest standards of

corporate governance, business and ethics transparency. We remain

committed to doing so.

Governance overview

The Board has established an Audit Committee, Management

Engagement Committee and Nomination Committee. The roles and

responsibilities of those committees are set out in their respective

reports, which follow. 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 Company’s Directors can be found in the

Remuneration Report on pages 52 to 54 and in note 5 to the Accounts.

The Company has appointed the Manager to manage the investment

portfolios as well as to carry out the day to day management and

administrative functions. An explanation of the reporting arrangements

from the Manager is set out in the Strategic Report on page 10 and in the

Report of the Audit Committee in respect of internal controls on page 57.

Explanations regarding the Board’s appointment of the Manager, including

reference to the strength and depth of its resources, measurement of

performance and alignment with the values of the Board can be found on

page 8.

The Board has direct access to the 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 laws and regulations are complied with. The

proceedings at all Board and committee meetings are fully recorded

through a process that allows any Director’s concerns to be recorded

by the Company Secretary 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.

Chairman’s statement

on corporate governance

42 | F&C Investment Trust PLC
Company purpose

Information relating to the Company’s purpose, values and culture can

be found on pages 8 and 9.

Board leadership

The Board, led by the chairman, is responsible for the effective

stewardship of the Company’s affairs and has in place a schedule

of matters that it has reserved for its decision, which are reviewed

annually. These are categorised and reviewed under strategy, policy,

finance, risk, investment restrictions, performance, marketing,

appointments, the Board and public documents. It has responsibility

for all corporate strategic issues, principal policies (set out on pages

20, 37 and 38) and corporate governance matters which are all

reviewed regularly.

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. It has responsibility for the approval of all

investments in in-house funds managed or advised by the Manager

and any unlisted investments with the exception of new private

equity investments, responsibility for which has been delegated to the

Manager.

Division of Board responsibilities

As an externally managed investment company, there are no

executive directors; all the Directors are non-executive. The Chairman

is responsible for the leadership and management of the Board

and promotes a culture of openness, challenge and debate. The

Chairman sets the agenda for all Board meetings under a regular

programme of items in conjunction with the Company Secretary.

Building on the strong working relationship with the Manager, the

Fund Manager and other management company personnel attend

the meetings throughout the year and report to the Board. These

meetings were held by video conference during the periods when

various Government restrictions were in place, from March 2020 until

July 2021. Discussions at all levels were held in a constructive and

supportive manner with appropriate challenge and strategic guidance

and advice from the Board whenever necessary consistent with the

culture and values.

Quintin Price succeeded Sir Roger Bone as Senior Independent Director

in May 2021. He acts as an experienced sounding board for the

Chairman and an intermediary for other Directors and shareholders

and he recently led the annual evaluation of the Chairman.

In order to enable them to discharge their responsibilities, all Directors

have full and timely access to relevant information. Directors are able

to seek independent professional advice at the Company’s expense in

relation to their duties. No such advice was taken during 2021.

Composition and succession

The Report of the Nomination Committee sets out on page 51 the

process undertaken in respect of the appointments of Rain Newton-

Smith and Stephen Russell. Rain replaced Sir Roger Bone following his

retirement at the conclusion of the 2021 AGM while, more recently,

Stephen replaced Sarah Arkle who retired on 31 January 2022. As

reported on page 40, Rain brings considerable economic and political

insight while Stephen’s appointment ensures we maintain the highest

level of investment skills and knowledge on the Board. The succession

plan is now focused on replacing Jeffrey Hewitt, who will retire from

the Board at the conclusion of the 2022 AGM. We will also look to

appoint a successor to Francesca Ecsery in 2023. The composition of

the Board and Committee members is set out in the Directors’ details

on pages 39 and 40. The Company’s diversity policy is set out on

page 38.

Board evaluation and effectiveness

The 2021 annual evaluation of the Board, its committees and the

individual Directors has been carried out by the Chairman. The process

included the completion of a tailored questionnaire by each Director

followed up by confidential unattributable one-to-one interviews with

the Chairman. Progress in achieving the 2021 objectives was reviewed

as part of the process as was feedback on upholding the culture and

values of the Board. As noted above, 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 2021 was

Applying the principles of the UK code

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considered by the Board in March 2022 and the objectives proposed

for the current year were considered. The appraisal concluded that the

Board oversees the management of the Company effectively and has

the requisite skills and expertise to safeguard shareholders’ interests.

Its Directors offer a wealth of diverse, yet complementary skills and

experience gained in the UK and overseas and challenge the Manager

constructively. All Directors make an effective contribution to the

Board commensurate with their experience and skills. The appraisal

did not highlight any material weaknesses or concerns, but identified

areas of focus in the future, which have been incorporated into the

objectives for the year ahead. As well as the primary, over-arching

objective of delivering long-term growth in capital and income, these

include refreshment of the Company's brand to ensure it remains

relevant for new and existing investors, maximising the impact of our

marketing activities and continuing to develop our plans to ensure

the Company achieves its commitment to transition the investment

portfolio to net zero carbon emissions by 2050, at the latest.

The activities of the Management Engagement, Nomination and Audit

Committees were considered as part of the Board appraisal process.

The conclusion from the process was that the committees continue

to operate effectively, with an appropriate balance of membership,

experience and skills.

Audit, risk management and internal control

The Board has a well established and effective Audit Committee,

whose report is set out on pages 55 to 59. The report includes an

explanation of the assessment of the Company’s going concern status

and how the Board oversees the risk management and internal

control framework and the procedures under which risk is managed.

It also covers long-term viability and the nature and extent of the

principal risks the Company is willing to take in order to achieve

its long-term strategic objectives as well as identifying emerging

risks. The rationale for the Company not having established its own

internal audit function is explained, while further information on the

Company’s risk management and internal control framework can

be found on page 57. The Committee has noted the recent reviews

covering UK corporate governance and audit reforms and the BEIS

consultation and it continues to monitor the results of the consultation

process as they emerge.

The report of the Audit Committee provides an overview of how the

Board satisfies itself on the integrity of financial statements and

how the independence and effectiveness of the external auditor is

assessed. An explanation is also given on the process under which the

Board satisfied itself that the Report and Accounts, taken as a whole,

presents a fair, balanced and understandable assessment of the

Company’s position and prospects.

Relations with shareholders and stakeholders

The Company’s key stakeholders are the shareholders as explained

on pages 10 and 11, together with information on its role in the

community.

Remuneration

The remuneration policy is explained on page 52. As non-executive

Directors, fees are set at a level commensurate with the skills and

experience necessary for the effective stewardship of the Company

and the contribution towards the delivery of the investment

objective. While there are no executive directors and no employees,

shareholders should expect that the fees paid to the Manager are

aligned with the Company’s purpose, values and the successful

delivery of its long-term strategy. This is achieved, as described on

page 49, by charging the management fee on the Company’s market

capitalisation on a tiered basis. This helps to bring down the cost

ratios as the Company grows, with the benefits of scale being passed

on to shareholders.


By order of the Board

BMO Investment Business Limited

Company Secretary

9 March 2022

44 | F&C Investment Trust PLC
Taxation

As set out on page 38 and in note 7 to the Accounts, the Company is

exempt from UK Corporation Tax on its worldwide dividend income and

from UK Corporation Tax on any capital gains arising from the portfolio

of investments, provided it complies at all times with Section 1158 of the

Corporation Tax Act 2010. Dividends received from investee companies

domiciled outside the UK are subject to taxation in those countries in

accordance with relevant double taxation treaties.

Prevention of the facilitation of tax evasion

The Board is committed to compliance with the 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 68, comply with current

UK Financial Reporting Standards (FRS) 102, supplemented by the

Statement of Recommended Practice ‘Financial Statements of Investment

Trust Companies and Venture Capital Trusts’ (‘SORP’) published by the

Association of Investment Companies (‘AIC’). The significant accounting

policies of the Company are set out in note 2 to the Accounts. The

unqualified auditors’ opinion on the Financial Statements appears on

page 61. Shareholders will be asked to approve the adoption of the

Report and Accounts at the forthcoming AGM (Resolution 1).

As discussed on page 34 and in note 25 to 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 these

financial statements. In considering this, the Directors took into account

the outlook for global stock markets and economies; the diversified

Statement regarding Report and Accounts

The Directors consider that, following advice from the Audit Committee, the

Report and Accounts of the Company for the year ended 31 December 2021,

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

reviewed the draft Report and Accounts for the purpose of this assessment

having also put in place, as explained on page 58, an independent process

to provide additional comfort to the Directors in making this statement. The

Outlook for the Company can be found on page 7. The Board’s assessment

of the Company’s Principal and Emerging Risks can be found on page 32

with further information in note 26 to the Accounts. The Directors have

evaluated the period since the financial year end and have not identified

any subsequent events to be disclosed. There are no instances where the

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

Results and dividends

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

interim dividends totalling 9.0 pence per share, together with the final

dividend of 3.8 pence per share, which will be paid on 10 May 2022 to

shareholders registered on 8 April 2022 subject to approval at the AGM

(Resolution 3), will bring the total dividend for the year to 12.8 pence per

share. This represents an increase of 5.8% over the comparable 12.1 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

FCA Listing Rules, Disclosure Guidance and Transparency Rules (‘DTRs’)

and other applicable 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 2021.

The Chairman’s Statement on Corporate Governance, Directors’ biographies, Applying the Principles of

the UK Code, 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 2021 | 45
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

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. The Directors carried out a number

of stress tests, including a reverse stress test. Accordingly, the Directors

believe that it is reasonable for the financial statements to continue to be

prepared on a going concern basis. The Company’s long-term viability is

considered on pages 35 and 36.

Statement as to disclosure of information to the auditors

Each Director 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 that 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 11 and 12).

Further information in relation to their reappointment can be found on

page 58.

Capital structure

As at 31 December 2021 there were 561,819,016 ordinary shares of 25

pence each (‘ordinary shares’) in issue, of which 35,035,876 were held

in treasury. Therefore, the total number of voting rights in the Company

at that date was 526,783,140. As at 4 March 2022 (being the latest

practicable date before publication of this report) the number of shares

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

35,881,719.

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 to 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.

The Company may adopt new Articles of Association by special resolution

passed by shareholders at a general meeting.

Buyback and issue of shares

At the annual general meeting held on 10 May 2021, shareholders

renewed the Board’s authority to 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 also authorised the Board to issue new ordinary shares or

sell shares from treasury up to 5% of the number then in issue.

A total of 9,863,496 ordinary shares were bought back during the year,

all of which were placed in treasury. The shares bought back represented

1.8% of the shares in issue (calculated exclusive of any shares held in

treasury) at 31 December 2020. The purchases were made at prices

ranging between 751.5 pence and 940.7 pence and the aggregate

consideration paid for the shares, including stamp duty and commissions,

was £84.3m. A further 845,843 ordinary shares have been bought back

into treasury between 31 December 2021 and 4 March 2022.

Voting rights and proportional voting

At 4 March 2022 the Company’s 561,819,016 ordinary shares in issue less

the 35,881,719 shares held in treasury represented a total of 525,937,297

voting rights. As at 31 December 2021 and since that date no notifications

of significant voting rights have been received under the DTRs.

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

non-discretionary clients through the Manager's Savings Plans. For those

planholders who do not return their voting directions for the forthcoming

AGM, 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 these plans

being voted. A maximum limit of 586,000 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 revolving credit facility and has issued various

fixed rate senior unsecured private placement notes (the ‘Notes’). The

Company also has a perpetual debenture stock. Further information is

given on page 19 and in notes 13, 15 and 16 to the Accounts.

Remuneration report

At the annual general meeting held on 7 May 2020, shareholders

approved the Directors’ remuneration policy. It is intended that this

policy will continue for the three-year period ending at the AGM in 2023,

when shareholders will next be asked for their approval. The Directors’

Remuneration Report, which includes the policy and can be found on

pages 52 to 54, provides detailed information on the remuneration

46 | F&C Investment Trust PLC
arrangements for Directors of the Company. Shareholders will be asked to

approve the report at the AGM (Resolution 2).

Appointments to the Board

Under the Articles of Association of the Company, the number of Directors

on the Board may be no less than three and no more than fifteen.

Directors may be appointed by the Company by ordinary resolution or

by the Board. All new appointments require prior Board approval and

are subject to re-election by shareholders at the next annual general

meeting. An induction process is in place for new appointees and

all Directors are encouraged to attend relevant training courses and

seminars. In view of the various restrictions that have been in place as a

result of the Covid-19 pandemic, induction programmes that have taken

place since March 2020 have been held virtually by video conference.

Removal of Directors

The Company may by special resolution remove any Director 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 Company’s Articles

of Association.

Contribution and independence of Directors

The Board is composed solely of independent non-executive Directors.

The Nomination Committee has considered each Director's performance

and the Board has concurred with its assessment that each Director

continues to make a valuable and effective contribution and remains

committed in their role. Furthermore, no Director has a past or current

connection with the Manager and each remains independent in character

and judgement with no relationships or circumstances relating to

the Company that are likely to affect their judgement. The Board has

therefore concurred with the Nomination Committee’s assessment that all

the Directors are independent of the Manager and of the Company itself.

For these reasons and those set out on page 51, the tenure of Francesca

Ecsery, who will have served on the Board for nine years in August 2022,

is not considered to compromise her independence. This is also the case

for Jeffrey Hewitt, who has served for more than 11 years and will retire at

the conclusion of the 2022 AGM.

The following table sets out the Directors’ meeting attendance record in

2021. The Board held a separate meeting in July 2021 to consider strategic

issues and also met regularly in private during the year, without any

representation from the Manager.

Directors’ attendance in 2021

Board

Audit

Committee

Nomination

Committee

Management

Engagement

Committee

No. of meetings

8331

Beatrice Hollond

1

8331

Sarah Arkle83n/a1

Sir Roger Bone

2

3111

Francesca Ecsery8

n/a

31

Jeffrey Hewitt83n/a1

Tom Joy

3

8n/a21

Edward Knapp83n/a1

Quintin Price83n/a1

Rain Newton-Smith

4

5n/an/an/a

(1) Attended but was not a member of the Audit Committee.

(2) Retired from the Board on 10 May 2021.

(3) Appointed to the Board on 1 January 2021 and to the Nomination Committee on

9 February 2021.

(4) Appointed to the Board on 11 May 2021.

Director re-elections

The biographies of the Directors are set out on pages 39 and 40 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 also set out there. Sir Roger Bone retired from the Board on

10 May 2021. Sarah Arkle retired on 31 January 2022. With the exception

of Rain Newton-Smith and Stephen Russell, who were appointed on

11 May 2021 and 1 February 2022 respectively, all of the other Directors

held office throughout the year under review. All Directors will stand

for re-election by shareholders at the forthcoming AGM in accordance

with the Company’s Articles of Association, with the exception of Jeffrey

Hewitt, who will retire from the Board at the conclusion of the meeting

(Resolutions 4 to 10).

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 year 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.

Report and Accounts 2021 | 47
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Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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 of which they are a

director (a ‘situational conflict’). The Board therefore has procedures in

place for the authorisation and review of potential conflicts relating to the

Directors. Limits can be imposed as appropriate.

Other than the formal authorisation of the Directors’ other directorships,

no authorisations have been sought. Those authorisations were reviewed

in February 2022 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.

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 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 Report of the Management Engagement Committee on page 49.

AGM

The Company's AGM will be held at The Merchant Taylors’ Hall, 30

Threadneedle Street, London EC2R 8JB on Tuesday 3 May 2022 at 12.00

noon. The Notice of Meeting is set out on pages 94 to 95 and includes a

map of the venue location. The Fund Manager will give a presentation at

the meeting and there will be an opportunity to ask questions. If you are

unable to attend the AGM, you are requested to submit any questions

you may have with regard to the resolutions proposed at the AGM or the

performance of the Company, in advance of the meeting to the following

email address: fcitagm@bmogam.com. The Fund Manager’s presentation

will be available to view on the Company’s website, www.fandcit.com,

following the meeting.


The AGM is currently proposed to be held in person. For the first time,

this year shareholders will also have the opportunity to view the AGM

online and to participate by asking questions and voting. Details of how

to do so are given in the letter that accompanies your Form of Proxy or

Form of Direction. Voting on all resolutions will be conducted by way of a

poll. You are therefore requested to lodge your votes either through the

online portal or by completing and returning your Form of Proxy or Form

of Direction in accordance with the guidance set out on page 48. The

results of each poll will be announced via a regulatory announcement and

posted on the Company’s website at fandcit.com after the meeting. Any

changes to the AGM arrangements will be announced via a regulatory

announcement and will be included on the Company’s website.

Authority to allot shares and sell shares from treasury

(Resolutions 13 and 14)


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 13 gives the Directors the necessary authority to allot

securities up to an aggregate nominal amount of £6.6m, (26.3m ordinary

shares), being equivalent to approximately 5% of the Company’s issued

share capital (calculated exclusive of any shares held by the Company in

treasury) as at 4 March 2022, being the latest practicable date before the

publication of the notice of the AGM. The authority and power will expire at

the conclusion of the annual general meeting in 2023 or on 30 June 2023,

whichever is the earlier.

Resolution 14 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 of £6.6m (representing

approximately 5% of the issued ordinary share capital of the Company at

4 March 2022, calculated exclusive of the shares held in treasury).

Governance Report

48 | F&C Investment Trust PLC
These authorities provide the Directors with a degree of flexibility to

increase the assets of the Company by issuing new shares or selling

shares from treasury, in accordance with the policies set out on page

38 or should any other favourable opportunities arise to the advantage

of shareholders. The Directors expect that they will use the authorities

mainly to satisfy demand from participants in the Manager's 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 issue shares or sell treasury shares at a price which would result

in a dilution of the NAV per ordinary share.

Authority for the Company to purchase its own shares

(Resolution 15)

At the annual general meeting held in 2021 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 2021 was 73,391,208 shares or 13.9% of the

issued share capital, exclusive of the number of shares held in treasury.

Resolution 15 will authorise the renewal of such authority enabling the

Company to purchase in the market up to a maximum of 78,838,000

ordinary shares (equivalent to approximately 14.99% of the issued share

capital, exclusive of treasury shares) and sets out 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 38. 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 shares

from treasury quickly and cost-effectively (including pursuant to the

authority under Resolution 14, 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

held in treasury. When the Board exercises the authority conferred by

Resolution 15, it has the option of the Company either holding in treasury

or of cancelling any of its shares purchased pursuant to this authority

and it 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 2023 or 30 June 2023, 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 have received 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.

All proxy appointments should in any event be returned or lodged so as

to be received not later than 12.00 noon on Thursday 28 April 2022.

Form of Direction

If you are an investor in any of the Manager's 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.

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 12.00 noon on Monday 25 April 2022, so that the nominee company

can submit a Form of Proxy within the required period.

Voting recommendation

The 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

Company Secretary

9 March 2022

Report and Accounts 2021 | 49
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Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

with that of BMO GAM. They also presented to the Board on the

strength of its current business, the resources and opportunities that

can be expected as part of the enlarged business and their continued

support for the investment trust business. With regard to performance,

the Company’s share price and net asset value total returns have

comfortably outperformed the benchmark over both five and ten years

to 31 December 2021, meeting the Company’s objective of delivering

long-term growth in capital and income. 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

In the year under review, the management fee was charged at the 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 fee is calculated and paid monthly in arrears and is

subject to a reimbursement for amounts earned from investments in

other investment vehicles managed by the Manager. The amount paid

was £14.8m, an increase of 17.5% from £12.6m paid in 2020, reflecting

the higher average market capitalisation of the Company over the year.

Note 4 to the Accounts provides detailed information in relation to the

management fee.

The Manager delegates the management of the US portfolios to T. Rowe

Price International and Barrow, Hanley, Mewhinney & Strauss for which it

incurs fees. The Company reimburses the Manager for these fees, which

in 2021 amounted to £5.0m (2020: £4.6m) (see note 4 to the Accounts).

Review of the Manager’s fee

An important responsibility of the Committee is the regular review of the

Manager’s fee. The management fee is reviewed by the Committee every

three years and became due in December 2021. Whilst the Committee

considered that the existing fee structure was both sensible and aligned

with shareholders’ interests, it believed that there was scope for a

reduction in the ad valorem levels and requested that BMO GAM put

forward a proposal accordingly. A presentation was given by BMO GAM

and the Company’s broker, JPMorgan Cazenove, provided an in-depth

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, company 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 2021 and 2022 to date.

Manager evaluation process

The Committee met once during the year and again in February 2022

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

(including the contribution from the Manager 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, stock selection, 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 receives comprehensive performance measurement

schedules from the Manager and also from Morningstar UK Limited and

Refinitiv Eikon, which are leading data suppliers. 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 portfolio returns 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 the Manager, the sub-managers and the Private Equity funds

of funds managers, is set out on pages 14 to 19.

Manager reappointment

The annual evaluation that took place in February 2022 included

presentations from the Fund Manager and the Manager's Head of

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

Board and the Manager’s contribution towards achieving those objectives

particularly with regard to investment strategy and marketing. As part

of the evaluation, the CEO and Chief Investment Officer of Columbia

Threadneedle reported on progress of the integration of its business

Report of the Management

Engagement Committee

50 | F&C Investment Trust PLC
Committee evaluation

The activities of the Management Engagement Committee, which

comprises all Directors, were considered as part of the Board evaluation

process completed in accordance with standard governance arrangements

as summarised on page 42. The conclusion from the process was that the

Committee continues to operate effectively, with an appropriate balance

of membership and skills.

Beatrice Hollond

Management Engagement Committee Chairman

9 March 2022

analysis of trends and fees within the investment trust industry and of

those paid by other relevant investment vehicles.

The Board agreed with BMO GAM that the fee be reduced, with effect

from 1 January 2022, to a rate of 0.325% per annum of the market

capitalisation of the Company up to the existing first tier of assets of

£3.0 billion, then 0.30% between £3.0 and £4.0 billion and 0.25% above

£4.0 billion. The proposal included a further reduction, with effect from

1 January 2023, to a rate of 0.30% up to a revised first tier of £4.0 billion

and 0.25% thereafter. The Committee’s recommendation to accept the

proposal, on the proviso that the Manager continue to make an annual

contribution to the Company’s budget for marketing activities in each of

the next three years, was approved by the Board.

The next review of the management fee is scheduled for February 2025.

Private equity management fees

No additional fees (beyond the annual fee 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.

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

Equity funds amounted to £3.1m for 2021 (2020: £3.0m) (see note 4 to the

Accounts) all of which was incurred indirectly through the funds. Some of

the funds have arrangements whereby the 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, are normal.

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 is

reflected in the underlying value of the investment. The investment in

Inflexion Strategic Partners is a direct investment in that business and

therefore no fees are incurred in relation to it.

Use of the “F&C” name

The Company was previously named Foreign & Colonial Investment

Trust PLC and continues to own the name “Foreign & Colonial” while the

Manager owns the name “F&C”. The terms under which the Company

can use the “F&C” name are set out in a separate trade mark licence

agreement with the Manager dated 1 March 2018. The licence agreement

is royalty free subject to there being no material change to the Company’s

management arrangements with the Manager within the next 11 years.

Report and Accounts 2021 | 51
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Role of the Committee

The primary role of the Nomination Committee is to review and make

recommendations with regard to Board structure, size and composition,

the balance of knowledge, experience, skill ranges and diversity and

consider succession planning and tenure policy. All of the Committee’s

responsibilities have been carried out over the course of 2021 and 2022 to

date. The Committee met on three occasions during 2021 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 selection and appointment of new Directors, including Rain

Newton-Smith and Stephen Russell, and the reappointment

of those Directors standing for re-election at annual general

meetings;

• the need for any changes in membership of the committees;

• the attendance and time commitment of the Directors in fulfilling

their duties, including the extent of their other directorships;

• each Director’s independence;

• the authorisation of each Director’s potential conflicts of interests

in accordance with the provisions of the Act and the policy

and procedures established by the Board in relation to those

provisions; and

• the fees of the Directors for the financial year ahead with a

recommendation to the Board.

Diversity and tenure

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

out on page 38. Director searches are undertaken in accordance with this

objective and policy, with the recruitment process open to a diverse range

of candidates.

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

investment trust company boards where the characteristics and

relationships tend to differ from those of trading companies. While the

Chairman and Directors are normally expected to serve for a nine-year

Report of the Nomination Committee

term, this may be adjusted for reasons of flexibility in succession planning

and to ensure continuity.

Succession planning

The Committee has in place a succession plan for the Directors, with

the emphasis on maintaining the highest level of skills, knowledge and

experience of the Board. When recruiting a new Director to the Board,

the Committee refers to a matrix that sets out the skills and experience

and considers the remaining tenure of each of the Directors. This assists

in identifying the desired attributes of the new Director and ensures

that the Board continues to comprise individuals with appropriate and

complementary skills and experience and provides continuity.

Consideration of three search firms in December 2020 led to the

appointment of Nurole Limited and the implementation of a recruitment

and selection process for potential candidates. As a result of that process,

Rain Newton-Smith was appointed in May 2021 to succeed Sir Roger Bone

who retired at the conclusion of the 2021 AGM. Consideration of three

search firms in September 2021 led to the appointment of Nurole Limited

once again and the appointment of Stephen Russell on 1 February 2022

followed the retirement of Sarah Arkle on 31 January 2022. Consideration

is now being given to a successor for Jeffrey Hewitt, who will retire at

the conclusion of the 2022 AGM: the Committee has therefore considered

which recruitment firm would be best suited for this role and has chosen

Nurole Limited.

The services provided by Nurole Limited on all occasions have been

for the sole purpose of recruiting the eventual appointees and there

were no other business relationships in place with that company, nor

does it provide any other services to the Company. The final decision on

appointing new Directors always rests with the Board.

Committee evaluation

The activities of the Nomination Committee were considered as part of

the Board evaluation process completed in accordance with standard

governance arrangements summarised on page 42. It was concluded that

the Committee continues to operate effectively.

Beatrice Hollond

Nomination Committee Chairman

9 March 2022

Governance Report

52 | 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’s objectives. The 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 trust companies 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.

This policy was last approved by shareholders in May 2020 with 90.31%

voting in favour, 5.51% voting against, while 4.18% abstained. 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 2023.

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 the case of the Chairman’s fees, 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 or

long-term incentive schemes. The Board considers the level of Directors’

fees annually. Fees were last increased on 1 January 2020. Towards the

end of 2021 the Chairman carried out a review of fee rates in accordance

with the policy. In February 2022, the Board agreed the Chairman’s

recommendation that, commencing 1 January 2022, the base fee for

Directors and the fee for the Senior Independent Director should be

increased by 4%, to £39,000 and £45,500 respectively. 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, to £78,000. The fee in respect of the chairman of the

Audit Committee was increased to £14,000, to £5,500 for members of

the Audit Committee and to £3,250 for the chairman and members of

the Nomination Committee.

The Board is composed solely of non-executive Directors, none of whom

has a service contract with the Company and therefore the Board has

not established a separate remuneration committee. 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. There is no

provision for compensation for loss of office. The letters of appointment

are available for inspection by emailing the Company Secretary at

FCITCoSec@bmogam.com and will be available for 15 minutes before,

and during, the forthcoming AGM.

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

out in their biographies on pages 39 and 40. Under the terms of their

respective letters of appointment, each Director’s appointment is

subject to re-election at the first annual general meeting following their

appointment and thereafter will continue subject to re-election at each

subsequent annual general meeting in accordance with the provisions

of the Company’s Articles of Association and the UK Code. With the

exception of Ms Newton-Smith and Mr Russell, all Directors were last re-

elected at the annual general meeting held on 10 May 2021. All Directors

will stand for re-election at the AGM on 3 May 2022, with the exception

of Jeffrey Hewitt who will retire at the conclusion of the meeting.

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

2022

£

2021

£

Board

Chairman78,00075,000

Senior Independent Director45,50043,750

Director39,00037,500

Additional fees payable for committee membership:

Audit Committee

Chairman14,00013,500

Members5,5005,250

Nomination Committee

Chairman3,2503,000

Members3,2503,000

Remuneration Report

Report and Accounts 2021 | 53
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Single total figure table

Fees

£’000s (audited)

Taxable Benefits

(1)

£’000s (audited)

Total

£’000s (audited)

Director20212020% Change20212020% Change20212020% Change

Beatrice Hollond

(2)

78.0 78.0 0.0 0.7 0.1 600.0 78.778.1 0.8

Sarah Arkle

(3)

42.8 42.8 0.0 1.5 0.0 100.0 44.342.8 3.5

Sir Roger Bone

(4)

18.7 52.0 (64.0)0.0 0.0 0.0 18.752.0 (64.0)

Francesca Ecsery40.5 40.5 0.0 0.9 0.0 100.0 41.440.5 2.2

Jeffrey Hewitt

(5)

51.0 51.0 0.0 0.7 1.1 (36.4)51.752.1 (0.8)

Tom Joy

(6)

40.0 n/an/a1.5n/an/a41.5n/an/a

Edward Knapp42.8 42.8 0.0 1.4 0.0 100.0 44.242.8 3.3

Nicholas Moakes

(7)

n/a40.5 n/an/a0.0 n/an/a40.5 n/a

Rain Newton-Smith

(8)

24.0 n/an/a1.1n/a

n/a

25.1n/an/a

Quintin Price

(9)

46.7 33.7 38.6 1.5 0.0

100.0

48.233.7 43.0

Stephen Russell

(10)

n/an/an/an/an/a

n/a

n/an/an/a

Total384.5 381.3 0.8 9.31.2 675.0 393.8382.5 3.0

(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) Highest paid Director.

(3) Retired from the Board on 31 January 2022.

(4) Retired immediately following the AGM on 10 May 2021.

(5) Retires following the AGM on 3 May 2022.

(6) Appointed to the Board on 1 January 2021 and the Nomination Committee on 9 February 2021.

(7) Retired from the Board and Nomination Committee on 31 December 2020.

(8) Appointed to the Board on 11 May 2021.

(9) Appointed to the Board on 10 March 2020, the Audit Committee on 7 May 2020 and became Senior Independent Director on 11 May 2021.

(10) Appointed to the Board and Audit Committee on 1 February 2022.

Directors’ shareholdings

There is no requirement under the Company’s Articles of Association

for the Directors to hold shares in the Company. The beneficial

shareholdings of the Directors who held office at the end of the

financial year are shown below:

Directors’ share interests (audited)

At 31 December20212020

Beatrice Hollond5,3483,500

Sarah Arkle10,00010,000

Francesca Ecsery21,33819,134

Jeffrey Hewitt27,06224,769

Tom Joy

(1)

3,500N/A

Edward Knapp8,4018,002

Rain Newton-Smith

(2)

165N/A

Quintin Price12,4617,215

(1) Appointed to the Board 1 January 2021

(2) Appointed to the Board 11 May 2021

The Company’s register of Directors’ interests contains full details of Directors’ shareholdings.

Since the year end, and up to 4 March 2022 (being the latest practicable

date before the publication of the Report and Accounts), the following

Directors have acquired further ordinary shares in the Company:

Beatrice Hollond 221, Edward Knapp 21 and Jeffrey Hewitt 110. There

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

detailed above. No Director held any interests in the issued stock or

shares of the Company other than as stated above.

As at 4 March 2022 the Fund Manager held 183,774 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 2021 AGM, shareholders

approved the Remuneration Report in respect of the year ended 31

December 2020: of the votes cast, 90.6% were cast in favour of the

resolution, 5.7% were against, while 3.7% abstained.

Single total figure of remuneration

The single total figure of remuneration for the Board as a whole for the

year ended 31 December 2021 was £384,500. The single total figure

of remuneration for each Director is detailed below, together with the

prior year comparative.

The information in the table above for the years 2020 and 2021 has been audited. The amounts paid by the Company to the Directors were for services

as non-executive Directors.

Governance Report

54 | 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

2021

£’000s

2020

£’000s

%

Change

Aggregate Directors’

Remuneration

384.5381.30.8

Aggregate Dividends paid to

shareholders

65,57862,7744.5

Aggregate cost of ordinary shares

repurchased

84,32641,821101.6


Company performance

An explanation of the performance of the Company for the year ended

31 December 2021 is given in the Chairman’s Statement and Fund

Manager’s Review.

A comparison of the Company’s performance over the last ten years is

set out on the graph opposite. This shows the total return (assuming all

dividends are reinvested) to ordinary shareholders compared with that

of the Company’s benchmark, FTSE All-World (Total Return, GBP). The

Board believes that this index is the most appropriate for performance

comparison purposes as it reflects the Fund Manager’s investment

universe.

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 2021:

• 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

Beatrice Hollond

Chairman

9 March 2022

Shareholder total return vs benchmark total return

over ten years

75

100

125

150

175

200

225

250

275

300

325

350

375

400

201420192011201220152016201720182013

FTSE All-World total return GBP

F&C Investment Trust Ord

20202021

Source: BMO GAM & Refinitiv Eikon

Report and Accounts 2021 | 55
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

• The effectiveness of the external audit process and the current

independence and objectivity of the auditor, EY;

• The appointment, remuneration and terms of engagement of EY;

• The policy on the engagement of the external auditor to supply

non-audit services and approval of any such services;

• Whether to change the Company’s current policy by establishing

its own Internal Audit function;

• The implications of the acquisition of BMO GAM by Ameriprise

Inc. in terms of the eventual integration of the systems, risk

management and internal control infrastructure with its existing

asset management arm, Columbia Threadneedle;

• The ISAE/AAF and SSAE16 reports or their equivalent from BMO

GAM, the Custodian, Depositary, the Private Equity managers

and the sub-managers and a due diligence report from the

Company’s Share Registrar;

• Bank counterparties;

• 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. With regard to the change of ownership

of BMO GAM that took effect on 8 November 2021, the Committee

has received confirmation from the new owners that the existing

systems and controls are unchanged and have continued to operate

effectively throughout the year under review and thereafter without

any material change to the date of this report. The merger of BMO GAM

and Columbia Threadneedle will entail the progressive integration of

the two entities, which the Committee will monitor closely from a risk

management and internal control perspective.

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, to

oversee the preparation and audit of the annual accounts, the preparation

of the half year accounts and the risk management and internal control

processes. The Committee met three times during the year with the

Manager’s Investment Trust Accountant, Head of Investment Trusts, Risk

Managers and the Fund Manager in attendance. EY attended on two

occasions 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 operational performance of the Manager and third-party

service providers in terms of business continuity against the

backdrop of the ongoing Covid-19 pandemic.

• The financial statements, 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;

• A report setting out the review of going concern undertaken by

the Manager and reviewed and assessed the basis and results of

its associated reverse stress test;

• The principal and emerging risks faced by the Company and the

effectiveness of the Company’s system of risk management and

internal control environment;

• The assumptions and results of the scenario testing of the

long-term viability of the Company and the basis of the Future

Prospects and Long-Term Viability statement;

• How the Company has applied the principles and complied with

the provisions of the UK Code;

I am pleased to present to you the Report of the Audit Committee for the year ended 31 December 2021.

This Annual Report has been reviewed with continued focus on the risks and implications associated with

the impact of the ongoing Covid-19 pandemic. The Committee continues to scrutinise the Private Equity

managers’ valuation processes and controls to ensure the highest levels of scrutiny and oversight are

applied.

Report of the Audit Committee

56 | F&C Investment Trust PLC
The Board retains ultimate responsibility for all aspects relating to

external financial statements and other significant published financial

information, as noted in the Statement of Directors’ Responsibilities on

page 60. On broader control policy issues, the Committee has reviewed,

and is satisfied with, the Code of Conduct and the Anti-Bribery and Anti-

Corruption Operating Directive to which the Manager's employees are

subject. The Board is responsible for ensuring appropriate procedures and

processes are in place to enable issues of concern to be raised. Mindful of

this, the Committee has reviewed the Manager's Whistleblowing Policy,

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 the Manager

to this Committee where matters might impact the Company, with

appropriate follow-up action. In 2021 there were no such concerns raised

with the Committee and this was reported to the Board.

Composition of the Committee

The Board recognises the requirement for at least one member of

the Committee to have recent and relevant financial experience and

for the Committee as a whole to have competence relevant to the

sector in which the Company operates. The Committee comprises four

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 Committee members can be

found on pages 39 and 40. I will retire as a Director and Chairman of

the Committee at the conclusion of the forthcoming AGM. The process

to appoint my successor has commenced. The Committee’s terms of

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

Management of risk

The Manager’s Business Risk Department provides regular control

reports to the Committee covering risk and compliance, while the

Company’s management agreement requires that any significant issues

of direct relevance to the Company are reported to the Committee and

to the Board without delay. Of key importance during the year was

the Company’s ability to continue to operate effectively in the face

of the ongoing Covid-19 pandemic as, for the most part, staff at the

management company continued to work remotely. The necessary

arrangements were well established at the outset of the Covid-19

pandemic, with staff already having the facilities to operate effectively

and they were experienced in working from home. Whilst there is

some dependency on third parties, reassurance on their ongoing

arrangements was received and are robust. The Manager and its third

parties have continued to monitor the well-being of staff throughout

the year and provided equipment where necessary. In early 2022, with

the severity of the symptoms of Covid-19 easing as a result of the UK’s

comprehensive vaccination programme, the management company’s

staff were encouraged to return to the office three days per week and

they have begun to do so. Many will operate on a hybrid arrangement

in future, with time split between the office and working from home.

Online meetings will continue to ensure regular communication amongst

teams, whilst staff meetings and updates will continue to ensure regular

engagement by senior management. We are cognisant that a rise in

infection rates may warrant the reintroduction of restrictions and cause

disruption to work patterns again in the future.

The Manager has therefore been able to continue to serve the Company

without interruption or incident and its Business Risk Department

continued to provide regular control reports to the Committee covering

risk and compliance. Any significant issues of direct relevance to the

Company are required to be reported to the Committee and Board

immediately. There were no such reports during the year under review

and up to the date of this report.

For the management of risk, and as explained on page 34, a key risk

summary is produced by the Manager in consultation with the Board to

identify the risks to which the Company is exposed, the controls that are

in place and the actions being taken to mitigate them. The Board has

a robust process for considering the resulting risk control assessment

at regular meetings and dynamically reviews the significance of the

risks and the reasons for any changes. The Company’s Principal Risks

and Future Prospects, and the process for the identification of emerging

risks, are set out on pages 32 to 36, with additional information given in

note 26 to the Accounts. Included within these disclosures is information

detailing the reverse stress tests that have again been carried out as part

of the Board’s assessment of the Company’s going concern status and the

scenario testing that encapsulates the long-term viability of the Company.

Those tests consider the combination and magnitude of plausible events

that could potentially force the Company to discontinue its operations or

impact its resilience and its ability to meet its liabilities over the coming

ten years.

The Committee noted the extent and robustness of the Board’s review

and its assessment of the principal risks and identification of emerging

risks and participated in the process as Board members themselves.

The integration of the risks identified into the analyses underpinning

the Future Prospects and Long-Term Viability statement on page 35 was

considered fully 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 it remains longer than that used by many other companies.

We welcome and will continue to monitor the debate over governance

and audit reforms and the results of the consultation paper published

by BEIS as they emerge between now and when the regulations will be

Report and Accounts 2021 | 57
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Governance Report

finalised. The Company will continue to apply the highest standards of

governance and disclosure as they develop.

Risk management and internal control

The Board has overall responsibility for the Company’s system of risk

management and internal control, for reviewing its effectiveness and

ensuring that risk management and internal control processes are

embedded in the Manager's day-to-day operations. The Committee

has reviewed and reported to the Board on those 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 the Manager. 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 Manager's savings

plans and on other relevant management issues.

The system of risk management and internal control is 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

Manager’s risk management infrastructure and the report on its policies

and procedures in operation and tests for the year to 31 October 2021

and subsequent confirmation from the Manager that there had been no

material changes to the control environment in the period to 4 March

2022. This had been prepared by the Manager 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’). The ISAE/AAF Report from independent reporting accountants

KPMG sets out the Manager’s control policies and procedures with respect

to the management of clients’ investments and maintenance of their

financial records. The effectiveness of those controls is monitored by the

Manager’s Group Audit and Compliance Committee which, for the year

to 31 October 2021, received regular reports from BMO's Corporate Audit

department. Procedures are also in place to capture and evaluate any

failings and weaknesses within the Manager’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 the Manager, including those relating to the administration

of their savings plans and related complaint levels. Material issues would

be reported earlier to the Chairman. No failings or weaknesses that were

material to the overall control environment or financial statements were

identified in the year under review. The Committee also reviewed the

control reports of the Custodian, the Depositary, T. Rowe Price and Barrow,

Hanley, Private Equity managers and the Share Registrars' due diligence

report and was satisfied that there were no material exceptions.

Through the reviews noted above and by direct enquiry of the Manager

and other relevant parties, the Committee and the Board are satisfied

that there were no material control failures or exceptions affecting the

Company’s operations during the year or in 2022 to the date of this report.

Based on the processes and controls in place within the management

company, the Committee has concluded, and the Board has concurred,

that there is no current need for the Company to have a separate internal

audit function.

External audit process and significant issues considered by

the Committee

In carrying out its responsibilities, the Committee has considered the

planning arrangements, scope, materiality levels and conclusions of the

external audit for 2021. The table on page 58 describes the significant

judgements and issues considered by the Committee in relation to the

financial statements for the year and how these issues were addressed.

Specifically, the most significant judgement for the year concerned the

private equity investment, Inflexion Strategic Partners, which was written

up in value again. The Committee also included in their review the areas

of judgements, estimates and assumptions referred to in note 2(c)(xiii)

to the Accounts. Likewise, the Committee reviewed the disclosure and

description of Alternative Performance Measures provided on pages 102

to 104 and is satisfied that the disclosure is fair and relevant.

With the increasing complexity of the Private Equity investments, the

Committee continues to scrutinise and challenge the valuation of those

investments. It questioned all the Private Equity 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 26(d) to the Accounts). The Committee reviewed prior

year experience on the validity of this estimation process by comparing

variances in the estimated value with the actual audited values (which

become known in May/June of the following year). The variances were

not significant, but in some cases higher than in previous years: where

this was the case, the Committee understood the reasons through

discussion with the managers. In testing and challenging underlying

adjustments made by the Private Equity managers the Committee

ensures that the highest levels of oversight and scrutiny are applied. The

process for valuing the direct Private Equity valuations was reviewed and

confirmed by the Committee as being appropriate.

The Committee met in February 2022 to discuss the final draft of the

Report and Accounts, with representatives of EY and the Manager in

attendance. EY submitted their year end report and indicated that at

58 | F&C Investment Trust PLC
Accounts and comment on its 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 61 to 67.

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.

The audit partner rotates at least every five years, in accordance with

professional guidelines. Having served for five years, Julian Young rotated

off the Company’s account following the audit for the 2020 financial year

and he has been succeeded by James Beszant as the senior statutory

auditor. EY have confirmed that they are independent of the Company

and have complied with relevant auditing standards. In evaluating EY,

that stage they would have 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 Committee recognises the importance of continually improving

non-financial reporting and the increased focus on the Strategic Report

by investors and regulators. Therefore, the Committee has carefully

considered the disclosures made in the Report and Accounts particularly

in relation to those made 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

Responsible Investment issues. The Committee has had regard to the

non-financial reporting requirements in the Act, which is an area of

reporting that continues to evolve.

The Committee also noted that an independent, experienced and

objective third-party consultant was engaged to review the Report and

Significant Judgements and Issues considered by the Committee in 2021

MatterAction

Investment Portfolio Valuation

The Company’s portfolio of investments comprises

large cap, liquid securities quoted on recognised

stock exchanges, together with illiquid Private

Equity funds of funds and one direct investment.

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 the Manager, 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 2020 or most

recent audited value versus the managers’ estimated valuation adopted by the Company in its own reporting.

The review indicated that the Private Equity managers’ estimated valuations could continue to be relied upon

as being at fair value in accordance with the Company’s accounting policy. The process for valuing the direct

private equity valuations, including the write-up of the value of Inflexion Strategic Partners, as explained on

page 18, 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.

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

failures in the year. The Committee reviewed that special dividends had been correctly treated in accordance

with the Company’s accounting policy. Investment income was tested and reported on by the Manager and

agreed by the Committee.

Report and Accounts 2021 | 59
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

the Committee has taken into consideration the standing, skills and

experience of the firm and of 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 FRC’s Audit Quality Inspection Report for 2020/21. The FRC

reviewed 19 of EY’s audits, of which 15 (79%) were assessed as requiring

no more than limited improvements. This reflects an improvement on

the previous year (71%) and these results compare favourably with the

FRC’s overall inspection findings, which showed that 71% of audits (73

out of 103) required no more than limited improvements (2019/20: 67%).

Included within the EY sample were 12 FTSE 350 audits, of which 75% met

the equivalent standard.

The FRC’s ethical standards continue to press for ever higher quality

auditing standards which means that audit firms are incurring

substantial costs. It also expects audit firms to demonstrate that they

are economically sustainable. This upward pressure on costs has been

reflected in significant increases in the audit fee in recent years. The audit

fee for 2021, including irrecoverable VAT, was £140,000 (2020: £130,000).

More details can be found in Note 5 to the Accounts. The Committee has

a duty to consider carefully the audit for value and effectiveness and, as

part of its annual review, the need for putting the audit out to tender for

reasons of quality, independence or value. The Company is required to

carry out a tender every ten years with the next due no later than 2026.

In view of the substantial increases in the fee over recent years and the

potential for further increases in future years, the Committee continues to

monitor developments and take market soundings on audit quality and

fees as appropriate.

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.

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. Any individual service likely to exceed

£5,000 is agreed by the Committee prior to the commencement of the

services. There were no non-audit services for the year ended

31 December 2021 (2020: nil).

FRC Review of the 2020 Annual Report

The Supervision Committee of the FRC reviews and investigates the

annual accounts, strategic reports and directors’ reports of public and

large private companies for compliance with relevant requirements. In

2021, it carried out a review of the Company’s 2020 annual report and I

am pleased to report that, based on the review, there were no questions

or queries that the FRC wished to raise. It has requested that we make

it clear that the FRC’s review provides no assurance that the 2020 annual

report and accounts are correct in all material respects; its role is not to

verify the information provided but to consider compliance with reporting

requirements; and that the review did not benefit from detailed knowledge

of the Company’s business or an understanding of the underlying

transactions entered into, but that it was conducted by staff who have an

understanding of the relevant legal and accounting framework.

Committee evaluation

The activities of the Audit Committee were considered as part of the Board

evaluation process completed in accordance with standard governance

arrangements as summarised on page 42. A full evaluation was undertaken

on the effectiveness, roles and responsibilities of the Committee in

accordance with the FRC’s current guidance. The evaluation found that the

Committee continued to function effectively, with an appropriate balance

of membership and skills.

Jeffrey Hewitt

Audit Committee Chairman

9 March 2022

Governance Report

60 | 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 return 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 25 to 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 the Manager. The Directors are responsible

for the maintenance and integrity of the Company’s website. The

work undertaken by the auditor does not involve consideration of

the maintenance and integrity of the website and, accordingly, the

auditor accepts 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 39 and 40 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; and

• in the opinion of the Directors the Report and Accounts, 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

Beatrice Hollond

Chairman

9 March 2022

Statement of Directors’ Responsibilities

Report and Accounts 2021 | 61
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

to The Members of F&C Investment Trust PLC

Opinion

We have audited the financial statements of F&C Investment Trust PLC

(the 'Company') for the year ended 31 December 2021 which comprise

the Income Statement, Statement of Changes in Equity, Balance Sheet,

Statement of Cash Flows and the related Notes to the Accounts 1 to 27,

including a summary of significant accounting policies. 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

2021 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice; and

• 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. We

believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Independence

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.

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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the

Directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation

of the Directors’ assessment of the Company’s ability to continue to

adopt the going concern basis of accounting included:

• We confirmed our understanding of the Company’s going concern

assessment process and held discussions with the Directors and

BMO Investment Business Limited (‘BMOIB’ or ‘the Manager’) to

determine if all key factors that we have become aware of during

our audit were considered in their assessment.

• We inspected the Directors’ assessment of going concern, including

the revenue forecast, the stress and reverse stress tests and the

liquidity assessment of the investments.

• We discussed the assessment with the Directors and the Manager

and reviewed Board minutes for risks, events or contrary evidence

that, individually or collectively, may cast significant doubt on the

Company’s ability to continue as a going concern.

• We reviewed the factors and assumptions as applied to the revenue

forecast, stress and reverse stress tests prepared by the Manager,

including in response to the Covid-19 pandemic. We considered

the appropriateness of the methods used to calculate the revenue

forecast and determined, through testing of the methodology and

calculations, that the methods, inputs and assumptions utilised

were appropriate to be able to make an assessment for the

Company. We also considered the likelihood of the occurrence of

the reverse stress test scenario and any available mitigating actions

that could be taken.

• In relation to the Company’s borrowing arrangements, we inspected

the Company’s assessment of the risk of breaching the debt

covenants as a result of a reduction in the value of the Company’s

portfolio. We recalculated the Company’s compliance with debt

covenants in the scenarios assessed by the Directors in order to

identify what factors would lead to the Company breaching the

financial covenants.

• We reviewed the Company’s assessment of the liquidity of

investments held and evaluated the Company’s ability to sell those

investments in order to cover working capital requirements should

revenue decline significantly.

62 | F&C Investment Trust PLC
• We reviewed the Directors’ assessment of the principal risks facing

the Company, including those that would threaten its business

model, future performance, solvency or liquidity and compare them

to our understanding of the Company’s risks.

• We reviewed the Company’s going concern disclosures included in

the annual report in order to assess whether the disclosures were

appropriate and in conformity with the reporting standards.

Based on the work we have performed, we have not identified

any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the

Company’s ability to continue as a going concern for the period

assessed by the Directors, being the period to 31 March 2023, which

is at least 12 months from the date the financial statements were

authorised for issue.

In relation to the Company’s reporting on how they have applied

the UK Corporate Governance Code, we have nothing material to

add or draw attention to in relation to the Directors’ statement in

the financial statements about whether the Directors considered it

appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with

respect to going concern are described in the relevant sections of

this report. However, because not all future events or conditions can

be predicted, this statement is not a guarantee as to the Company’s

ability to continue as a going concern.

Audit

Scope

Key audit

matters

Materiality

Overview of our audit approach

• Incorrect valuation or ownership of unquoted investments and the resulting impact on

the Income Statement.

• Incomplete or inaccurate revenue recognition, including the classification of special

dividends as revenue or capital items in the Income Statement.

• Incorrect valuation or ownership of the quoted investment portfolio.

• Overall materiality of £52.8m which represents 1% of net assets.

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.

Climate change

The Company has determined that the principal impact of climate

change is on the investments in the portfolio and the risk of failing

to meet investor needs or expectations. This is explained on page 32

in the principal and emerging risks section, which forms part of the

“Other information,” rather than the audited financial statements.

Our procedures on these disclosures therefore consisted solely of

considering whether they are materially inconsistent with the financial

statements or our knowledge obtained in the course of the audit or

otherwise appear to be materially misstated.

Our audit effort in considering climate change was focused on the

adequacy of the Company’s disclosures in the financial statements

as set out in note 2(c)(xiii) and conclusion that there was no material

impact of climate change on the valuation of the investments. We

also challenged the Directors’ considerations of climate change in their

assessment of viability and associated disclosures.

Report and Accounts 2021 | 63
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

Incorrect valuation or ownership of unquoted

investments and the resulting impact on the

Income Statement (2021: £519.2m, 2020:

£374.7m)

Refer to the Audit Committee Report (page 58);

Accounting policies (page 73); and Note 10 to the

Accounts (page 81)

The Company invests in a number of unlisted

private equity holdings, either through fund

investments or through co-investments which

are selected by BMO Investment Business

Limited (‘BMOIB’ or ‘the Manager’) and managed

by various specialist private equity managers

(‘PE Managers’). The primary PE Managers are

BMOIB, HarbourVest Partners LLP and Pantheon

Ventures (UK) LLP. Primary PE fund investments

are held through the Company while secondary

or co-investment opportunities are held through

PE Investment Holdings 2018 LP (‘PE LP’), an

investment vehicle in which the Company is the

sole Limited Partner. The Company also holds a

direct investment in Inflexion Strategic Partners, a

mid-market Private Equity business.

Valuation

The Company’s accounting policy for the valuation

of these investments is as follows;

• Funds and co-investments – the Directors

rely on unaudited valuations of the underlying

unlisted investments as supplied by the PE

managers, rolled forward for any calls and

distributions in the subsequent period.

• Direct investment – fair valued by BMOIB with

reference to an earnings multiple model.

There is the risk that inaccurate judgments

and estimates made in the assessment of

fair value could materially misstate the value

of the investment portfolio in the Balance

Sheet, and the unrealised gains/(losses) in the

Income Statement. There is also incentive and

opportunity for the Manager to inflate valuations

to meet market expectations.

Ownership

The unquoted investments are not reconciled

on behalf of the Company by a custodian and

instead BMOIB are responsible for processing and

monitoring the ownership of these investments.

There is a risk that the incorrect number of

shares are recorded, particularly where trades

are initiated or settled close to the Balance Sheet

date.

We have performed the following procedures:

Valuation

• We obtained an understanding of the Manager’s processes and controls for the valuation of the unquoted investments by

performing walkthrough procedures and reviewing the BMOIB internal controls report.

• We obtained an understanding of the governance structure through discussion with BMOIB and inspected oversight of the

unquoted valuation process at Board level through reading minutes and reports from Board meetings throughout the year.

• 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 verify these were included in the year-end valuations and subsequently tested as part of our

procedures on the following page.

Fund investments

• We performed a back-testing exercise to assess the historical accuracy of a sample of unquoted investments’ estimated 2020

investment valuations. We compared the Company’s investment values per the Company’s 2020 audited financial statements,

which were estimates at the time, to the unquoted investment values subsequently reported by the respective PE Manager as

at 31 December 2020. For this sample, we also confirmed that the PE Managers are following fair value accounting principles by

reviewing the valuation policies disclosed in their latest audited accounts or quarterly valuation report.

• We agreed the NAV of all unquoted investments on the investment report to the estimated NAV valuations included in the

31 December 2021 NAV statements provided directly by the underlying PE Managers, whether held directly by the Company or

indirectly through PE LP. Where 31 December 2021 estimated NAV valuations were not available, we obtained the 30 September

2021 NAV statements from the underlying PE managers and tested management’s roll forward exercise which adjusts for cash

flows, foreign exchange movements and any other adjustments, in the period to 31 December 2021.

• We held meetings with HarbourVest Partners LLC, Pantheon Ventures (UK) LLP and BMOIB to discuss and challenge:

–The annual performance of the investment funds during the year to 31 December 2021.

–The reasons for any material variances noted between estimated and actual NAVs for the year ended 31 December 2020.

–Whether any post balance sheet information is available that would require adjustments to be made to the estimated

31 December 2021 NAVs.

• We recalculated the valuation of all unquoted investments in foreign currencies using exchange rates from third-party sources to

gain assurance over the reasonableness of currency rates used.

• We recalculated the unrealised profits on the revaluation of all unquoted investments.

• For a sample of unquoted investments, we confirmed the realised gains/(losses) to the notices received from the relevant PE

Manager. These are calculated as the difference between distribution proceeds less return of capital.

• We compared the Company’s valuation methodology to the requirements of FRS 102.

Direct Investment

• We engaged our specialist valuation team who performed the following procedures:

–Understood the Inflexion Strategic Partners investment model through discussions with the BMOIB private equity team;

–Reviewed the BMOIB valuation model and assessed its appropriateness against valuation principles;

–Challenged the judgments and assumptions, including: the choice of model, the choice of comparable quoted companies and

the discount applied compared to comparable quoted company multiples; and

–Performed an independent detailed analysis to derive a reasonable valuation range.

• The audit team verified the inputs to the model to third-party data (earnings, net debt, comparable quoted company multiples),

and recalculated the valuation using the model inputs to verify the mathematical accuracy of the calculation.

Ownership

• We obtained an understanding of the Manager’s processes and controls for the ownership of the unquoted investments by

performing walkthrough procedures.

• For all fund investments, we reviewed the signed Limited Partnership Agreements (‘LPAs’), to confirm ownership of the

investments.

• For all investments, we agreed independently obtained confirmations from the underlying PE Managers to the Company’s records

to confirm the total committed capital and the amount drawn down at the year end as a test of existence.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the incorrect valuation or ownership of unquoted investments and the resulting impact on the

Income Statement. Based on the work performed, we have no other matters to report to the Audit Committee.

64 | F&C Investment Trust PLC
RiskOur response to the risk

Incomplete or inaccurate revenue recognition, including the

classification of special dividends as revenue or capital items in the

Income Statement (Special dividends - 2021: £2.9m, 2020: £1.3m.

Other revenue - 2021: £76.2m, 2020: £68.9m)

Refer to the Audit Committee Report (page 58); Accounting policies

(page 74); and Note 3 to the Accounts (page 76)

The investment income receivable by the Company during the year

directly affects the Company’s revenue return. There is a risk of

incomplete or inaccurate recognition of revenue through the failure to

recognise proper income entitlements or failure to apply appropriate

accounting treatment.

The income received during the year consisted primarily of dividend

income from listed investments.

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 AIC 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. The Directors may be required to exercise judgment

in determining whether income receivable in the form of special

dividends should be classified as ‘revenue’ or ‘capital’.

As such, there is a potential manual and judgmental element in

classifying special dividends between revenue and capital.

We have performed the following procedures:

• We obtained an understanding of the Manager’s and Administrator’s processes and controls surrounding

revenue recognition, including the classification of special dividends, by performing our walkthrough

procedures.

• For a sample of dividends received and accrued, we recalculated the dividend income by multiplying the

investment holdings at the ex-dividend date, traced from the accounting records, by the dividend per share,

which was agreed to an independent data vendor. We also agreed amounts to bank statements and where

applicable, recalculated dividends in foreign currencies using exchange rates from an independent data

vendor.

• For a sample of dividends accrued, we reviewed the investee company announcement to assess whether the

dividend obligation arose prior to 31 December 2021.

• To test completeness of recorded income, we verified that expected dividends for a sample of investee

companies held during the year had been recorded as income with reference to investee company

announcements obtained from an independent data vendor. To test cut-off, we made reference to the dates

on which investments were purchased and sold during the year.

• We reviewed pre and post year end bank statements for evidence of income receipts above our testing

threshold, to verify that these were recorded in the correct period.

• For dividends received and accrued during the period that were above our testing threshold, we reviewed the

type of dividends paid with reference to an independent external data source to identify those which were

special.

• The Administrator’s special dividend listing contained 19 special dividends received during the year; 16

classified as revenue (£1.4m) and 3 classified as capital (£1.5m). For a sample of the special dividends,

including all those above our testing threshold, we assessed the appropriateness of the director’s classification

as either revenue or capital by reviewing the rationale for the underlying distribution.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the incomplete or inaccurate revenue recognition, including the classification of special dividends

as revenue or capital items in the Income Statement.

Based on the work performed we had no matters to report to the Audit Committee.

Incorrect valuation or ownership of the quoted investment

portfolio (2021: £5,260.0m, 2020: £4,481.6m)

Refer to the Audit Committee Report (page 58); Accounting policies

(page 73); and Note 10 to the Accounts (page 81)

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 & Strauss, LLC (together ‘the Sub-

Managers’).

Per the Company’s accounting policy, the fair value of investments is

the bid value at the close of business on the Balance Sheet date.

Certificates of investment ownership are held by JPMorgan Chase Bank

(the 'Custodian') and not directly by the Company. JPMorgan Europe

Limited (the 'Depositary') has a regulatory obligation to oversee the

investment holdings stated by the Administrator and the Custodian.

The incorrect valuation of the investment portfolio, including incorrect

application of exchange rates, could have a significant impact on the

financial statements. In addition, there is a risk of misappropriation of

assets and unsecured ownership of the investment portfolio.

We have performed the following procedures:

Valuation

• We obtained an understanding of the Manager's and the Administrator’s processes and controls surrounding

investment pricing by performing our walkthrough procedures and reviewing the Manager’s and the

Administrator's internal control reports.

• For all quoted investments in the portfolio, we compared the market prices and exchange rates applied to an

independent pricing vendor and recalculated the investment valuations as at the year-end.

• We reviewed the stale pricing report produced by the Administrator as at the year-end date and investigated

the trading volume for all investment prices identified as stale in order to assess the validity of the valuation.

Ownership

• 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 agreed the independently obtained confirmation from the Custodian and Depositary of all securities

held at the period end to the Company's records and corroborated any material variances for items such as

unsettled trades.

Key observations communicated to the Audit Committee

The results of our procedures identified no material misstatement in relation to the incorrect valuation or ownership of the quoted investment portfolio.

Based on the work performed we had no matters to report to the Audit Committee.

Report and Accounts 2021 | 65
Independent Auditor’s Report

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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.

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 £52.8 million

(2020: £45.1 million), which is 1% (2020: 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% (2020: 75%) of our planning

materiality, namely £39.6m (2020: £33.8m). We have set performance

materiality at this percentage 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 for the revenue column of the Income Statement of £3.3m

(2020: £3.0m) being 5% of the net revenue return on ordinary

activities before taxation.

Reporting threshold

An amount below which identified misstatements are considered

as being clearly trivial.

We agreed with the Audit Committee that we would report to them all

uncorrected audit differences in excess of £2.6m (2020: £2.3m), 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, other than the financial statements and our auditor’s

report thereon. The directors are responsible for the other information

contained within the annual report.

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.

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

course of 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 this gives rise

to a material misstatement in the financial statements themselves.

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.

66 | F&C Investment Trust PLC
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.

Corporate Governance Statement

We have reviewed the Directors’ statement in relation to going concern,

longer-term viability and that part of the Corporate Governance

Statement relating to the Company’s compliance with the provisions

of the UK Corporate Governance Code specified for our review by the

Listing Rules.

Based on the work undertaken as part of our audit, we have concluded

that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements or our

knowledge obtained during the audit:

• Directors’ statement with regards to the appropriateness of

adopting the going concern basis of accounting and any material

uncertainties identified set out on page 35;

• Directors’ explanation as to its assessment of the Company’s

prospects, the period this assessment covers and why the period is

appropriate set out on page 36;

• Director’s statement on whether it has a reasonable expectation

that the Company will be able to continue in operation and meets

its liabilities set out on page 35;

• Directors’ statement on fair, balanced and understandable set out

on page 60 ;

• Board’s confirmation that it has carried out a robust assessment of

the emerging and principal risks set out on page 32;

• The section of the annual report that describes the review of

effectiveness of risk management and internal control systems set

out on page 57; and;

• The section describing the work of the Audit Committee set out on

page 55.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement set

out on page 60, 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.

Report and Accounts 2021 | 67
Independent Auditor’s Report

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Explanation as to what extent the audit was considered capable

of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect irregularities, including

fraud. The risk of not detecting a material misstatement due to fraud

is higher than the risk of not detecting one resulting from error, as

fraud may involve deliberate concealment by, for example, forgery

or intentional misrepresentations, or through collusion. The extent to

which our procedures are capable of detecting irregularities, including

fraud is detailed below.

However, the primary responsibility for the prevention and detection

of fraud rests with both those charged with governance of the

Company and management.

• We obtained an understanding of the legal and regulatory

frameworks that are applicable to the Company and determined

that the most significant are UK Generally Accepted Accounting

Practice, Companies Act 2006, the Listing Rules, the UK Corporate

Governance Code, the Association of Investment Companies’

Code, Statement of Recommended Practice, Section 1158 of the

Corporation Tax Act 2010 and The Companies (Miscellaneous

Reporting) Regulations 2018.

• We understood how the Company is complying with those

frameworks through discussions with the Audit Committee

and Company Secretary and review of Board minutes and 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 fraud risks with respect to incomplete or

inaccurate revenue recognition through incorrect classification of

special dividends between revenue and capital and the incorrect

valuation of the unquoted investment portfolio and resulting impact

on the Income Statement. Further discussion of our approach is set

out in the section on key audit matters above.

• Based on this understanding we designed our audit procedures

to identify non-compliance with such laws and regulations. Our

procedures involved a review of the Company Secretary’s reporting

to the Directors with respect to the application of the documented

policies and procedures and review of the financial statements

to confirm 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

• Following the recommendation from the Audit Committee, 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 6 years, covering the years ending

31 December 2016 to 31 December 2021.

• This 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.

James Beszant (Senior statutory auditor)

For and on behalf of Ernst & Young LLP, Statutory Auditor

London

9 March 2022

68 | F&C Investment Trust PLC
for the year ended 31 December

Revenue

£’000s

Capital

£’000s

2021

Total

£’000s

Revenue

£’000s

Capital

£’000s

2020

Total

£’000s

10

Gains on investments

–879,862879,862

–475,886475,886

19,22

Exchange movements on foreign currency loans, cash balances and

derivatives

(176)4,2514,075(167)(1,249)(1,416)

3

Income

77,629–77,629

70,178–70,178

4

Management fees

(4,935)(14,805)(19,740)

(4,297)(12,892)(17,189)

5

Other expenses

(3,500)(57)(3,557)

(3,416)(70)(3,486)

Net return before finance costs and taxation

69,018869,251938,269

62,298461,675523,973

6

Finance costs

(2,778)(8,335)(11,113)

(2,349)(7,049)(9,398)

Net return on ordinary activities before taxation

66,240860,916927,156

59,949454,626514,575

7

Taxation on ordinary activities

(7,740)(138)(7,878)

(7,469)–(7,469)

8

Net return attributable to shareholders

58,500860,778919,278

52,480454,626507,106

8

Net return per share – basic (pence)

10.99161.74172.73

9.7184.0993.80

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 72 to 93 form an integral part of the financial statements.

Notes

Income Statement

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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 2021

Notes

Share

capital

£’000s

Capital

redemption

reserve

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

Total

shareholders’

funds

£’000s

Balance brought forward 31 December 2020140,455122,3074,147,868100,9304,511,560

9

Dividends paid–––(65,578)(65,578)

17Shares repurchased by the Company and held in treasury––(84,326)–(84,326)

Net return attributable to shareholders––860,77858,500919,278

Balance carried forward 31 December 2021140,455122,3074,924,32093,8525,280,934

for the year ended 31 December 2020

Notes

Share

capital

£’000s

Capital

redemption

reserve

£’000s

Capital

reserves

£’000s

Revenue

reserve

£’000s

Total

shareholders’

funds

£’000s

Balance brought forward 31 December 2019140,455122,3073,735,063111,2244,109,049

9

Dividends paid–––(62,774)(62,774)

Shares repurchased by the Company and held in treasury––(41,821)–(41,821)

Net return attributable to shareholders––454,62652,480507,106

Balance carried forward 31 December 2020140,455122,3074,147,868100,9304,511,560


The notes on pages 72 to 93 form an integral part of the financial statements.

Statement of Changes in Equity

70 | F&C Investment Trust PLC
at 31 December

Notes

£’000s

2021

£’000s£’000s

2020

£’000s

Fixed assets

10

Investments 5,779,1234,856,368

Current assets

12

Debtors 8,26723,675

22

Cash and cash equivalents53,11146,654

61,37870,329

Creditors: amounts falling due within one year

13,22

Loans(110,452)(40,000)

14

Other (9,277)(8,521)

(119,729)(48,521)

Net current (liabilities)/assets(58,351)21,808

Total assets less current liabilities 5,720,7724,878,176

Creditors: amounts falling due after more than one year

15,22

Loans(439,263)(366,041)

16,22

Debenture(575)(575)

(439,838)(366,616)

Net assets 5,280,9344,511,560

Capital and reserves

17

Share capital 140,455140,455

18

Capital redemption reserve 122,307122,307

19

Capital reserves 4,924,3204,147,868

19

Revenue reserve 93,852100,930

Total shareholders’ funds5,280,9344,511,560

20

Net asset value per share – prior charges at nominal value (pence)1,002.49840.69

The notes on pages 72 to 93 form an integral part of the financial statements.

The Financial Statements were approved by the Board on 9 March 2022 and signed on its behalf by

Balance Sheet

Beatrice Hollond, Director

Report and Accounts 2021 | 71
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Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

for the year ended 31 December

Notes


2021

£’000s

2020

£’000s

21

Cash flows from operating activities before dividends received and interest paid(27,576)(32,127)

Dividends received77,65270,055

Interest paid(11,037)(9,429)

Cash flows from operating activities39,03928,499

Investing activities

Purchases of investments(2,527,995)(2,548,873)

Sales of investments2,483,3922,681,183

Other capital charges and credits(56)(76)

Cash flows from investing activities(44,659)132,234

Cash flows before financing activities(5,620)160,733

Financing activities

9

Equity dividends paid(65,578)(62,774)

22

Repayment of loans(120,000)(75,000)

22

Drawdown of loans270,00040,000

Cash flows from shares issued from treasury–1,931

Cash flows from share buybacks into treasury(83,961)(41,401)

Cash flows from financing activities461(137,244)

22

Net (decrease)/increase in cash and cash equivalents(5,159)23,489

22

Cash and cash equivalents at the beginning of the year46,65428,196

22

Effect of movement in foreign exchange11,616(5,031)

Cash and cash equivalents at the end of the year53,11146,654

Represented by:

Cash at bank27,79816,177

Short-term deposits25,31330,477

Cash and cash equivalents at the end of the year53,11146,654

The notes on pages 72 to 93 form an integral part of the financial statements.

Statement of Cash Flows

Financial Report

72 | 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 2021, as set out in note 2 below.

2. Significant accounting policies

(a) Going concern

As explained on pages 34 and 35 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 Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (the

'SORP') issued in April 2021.

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 2021 and 31 December 2020. 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 to the Accounts

Report and Accounts 2021 | 73
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Chairman’s Statement

Overview

Auditor’s Report

(c) Principal accounting policies

The policies set out below have been applied consistently throughout the year ended 31 December 2021 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

26(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, where year end valuations are not

available the Directors rely on unaudited valuations of the underlying unlisted investments as at 30 September as supplied by the

investment advisers or managers of those funds or partnerships rolled forward for any calls and distributions in the subsequent quarter

and any foreign exchange movements plus significant events which have occurred in the subsequent quarter. The advisers or managers’

unlisted investment policy applies methodologies consistent with the International Private Equity and Venture Capital Valuation guidelines

(‘IPEV’). 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. Direct investments

are fair valued on initial recognition and are revalued at the balance sheet date at fair value with reference to a price earnings model.

Changes in fair value are recognised in the Income Statement.

(iii) Derivative Instruments

Derivatives including forward exchange contracts, futures and options are classified as fair value through profit or loss and accounted for as financial

assets or liabilities. Where it can be demonstrated that the derivative is connected to the maintenance of the Company’s investments, the change

in fair value is recognised as capital and shown in the Capital column of the Income Statement. Where an option is written in the expectation that it

will not be exercised, or that any losses on exercise will be outweighed by the value of the premiums received, the premiums are recognised in the

Revenue column of the Income Statement. The value of the premium is usually the option’s initial fair value and is recognised evenly over the life

of the option. Subsequent changes to fair value are adjusted in the Capital column of the Income Statement such that the total amounts recognised

within Revenue and Capital represent the change in fair value of the option.

Financial Report

74 | 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, as well as unsecured loan notes, bank borrowings and overdrafts. These are all 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, the unsecured loan notes and perpetual debenture stock are set out in notes 13, 15 and 16 to

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 asset 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 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 certain Private Equity investments) of the Company.

All expenses are accounted for on an accruals basis.

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Overview

Auditor’s Report

(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 paid 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) Revenue reserve

The revenue reserve represents accumulated revenue profits retained by the Company that have not currently been distributed to

shareholders as a dividend.

(xiii) 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 application of 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.


Financial Report

76 | F&C Investment Trust PLC
2. Significant accounting policies (continued)


The areas requiring the most significant judgement and estimation in the preparation of the financial statements are: accounting for the value of

unquoted investments; and recognising and classifying unusual or special dividends received as either revenue or capital in nature.


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 26(d). The choice to only apply cash flows in the roll forward is a judgment made each year for the indirect

investments. Material judgments were applied to the valuation of the Company’s direct investment, Inflexion Strategic Partners. This investment

was valued using an earnings method multiplied by a comparable quoted company multiple (where the judgement of which comparable

companies to select and what discounts to apply are subjective). This resulted in an uplift of £12.4m. The fair value of unquoted (Level 3)

investments, as disclosed in note 10 to the accounts, represented 9.0% of total investments at 31 December 2021. In the opinion of the Directors,

under foreseeable market conditions the collective value of such investments may rise or fall in the short term by more than 25%. A fall of 25%

in the value of the unlisted (Level 3) portfolio at the year-end would equate to £130m or 2.5% of net assets and a similar percentage rise should

be construed accordingly.



We have considered the impact of climate change on the value of both the listed and private equity investments included in the Report and

Accounts. The listed investments should already include the impact in their prices as quoted on the relevant exchange and consistent with that

view, we do not believe the impact on the private equity investments would be material.



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.

3. Income

2021

£’000s

2020


£’000s

Income from investments:

UK dividends 8,0596,876

Overseas dividends 69,55963,181

77,61870,057

Other Income:

Rebates relating to investee funds management fees–6

Interest on cash and short-term deposits779

Other Income436

11121

Total income77,62970,178

Included within income from investments is £1,425,000 (2020: £1,248,000) of special dividends, all of which were classified as revenue in nature

in accordance with note 2(c)(xiii).

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Other Information

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Overview

Auditor’s Report

4. Management fees

2021

£’000s

2020

£’000s

Payable directly to BMO GAM:

– in respect of management services provided by the Manager (i)14,76012,631

– reimbursement in respect of services provided by sub-managers(i)4,9804,558

Total directly incurred management fees19,74017,189

Incurred indirectly within funds managed by Private Equity managers (ii)3,0822,971

Total direct and indirect management fees22,82220,160

(i) 75% of these fees are allocated to capital reserve arising on investments sold (see below). 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

2021

£’000s

2020

£’000s

– payable directly to BMO GAM19,74017,189

Less: allocated to capital reserves (see note 19)(14,805)(12,892)

Allocated to revenue account 4,9354,297

(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 0.35% 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, calculated at each month end on a pro rata basis (2020: 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.

(b) Management fees payable to the Private Equity managers

At 31 December 2021 the Company had outstanding commitments in 39 Private Equity funds (2020: 39) (see note 23). 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 2021 varied from 0.10% per

annum to 2.50% per annum (2020: 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.

Financial Report

78 | F&C Investment Trust PLC
5. Other expenses

2021

£’000s

2020

£’000s

Other revenue expenses

Auditors’ remuneration:

for audit and audit-related assurance services

(1)

140130

Custody fees523464

Depositary fees207180

Directors’ emoluments (see Remuneration Report on pages 52 to 54):

Fees for services to the Company 385381

Subscriptions 2121

Directors’ and officers’ liability insurance 4539

Marketing1,0831,111

Loan commitment and arrangement fees

(2)

243257

Registrars fees133132

Professional charges 271189

Printing and postage 138243

Sundry 311269

Total other revenue expenses3,5003,416

Other capital expenses5770

Total other expenses3,5573,486

All expenses are stated gross of irrecoverable VAT, where applicable.

(1) Total auditors’ remuneration for audit services, exclusive of VAT, amounted to £134,000, of which £5,000 relates to prior year (2020: £128,000 exclusive

of VAT, of which £8,000 related to the prior year). Irrecoverable VAT of £6,000 (2020: £2,000) is included within the table above. There were no non-audit

services paid to EY in the year (2020: none).

(2) Under loan facility agreements (see note 13) the Company pays commitment fees on any undrawn portions of the facilities.

6. Finance costs

2021

£’000s

2020

£’000s

Debenture stock2424

Loans 10,8459,228

Overdrafts244146

11,1139,398

Less: allocated to capital reserves (see note 2(c)(vii) and note 19)(8,335)(7,049)

2,7782,349

The interest on the debenture stock, loans and overdrafts is further analysed as follows:

Loans and overdrafts repayable within one year, not by instalments (see note 13)1,669459

Debenture and loans repayable after more than one year, not by instalments (see notes 15 and 16)9,4448,939

11,1139,398

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Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

7. Taxation on ordinary activities

(a) Analysis of tax charge for the year

Revenue

£’000s

Capital

£’000s

2021

Total

£’000s

Revenue

£’000s

Capital

£’000s

2020

Total

£’000s

Overseas taxation7,740–7,7407,469–7,469

Indian tax on capital gains–138138–––

Total taxation (see note 7(b))7,7401387,8787,469–7,469

The tax assessed for the year is lower (2020: 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

2021

Total

£’000s

Revenue

£’000s

Capital

£’000s

2020

Total

£’000s

Net return on ordinary activities before taxation 66,240860,916927,15659,949454,626514,575

Net return on ordinary activities multiplied by the standard rate of corporation tax of 19%

(2020: same)

12,586163,574176,16011,39086,37997,769

Effects of:

Dividends

(1)

(14,747)–(14,747)(13,311)–(13,311)

Exchange losses

(1)

33–3332–32

Capital returns

(1)

–(167,981)(167,981)–(90,181)(90,181)

Expenses not deductible for tax purposes 1001111110313116

Expenses not utilised in the year 2,0284,3966,4241,7863,7895,575

Overseas tax in excess of double taxation relief7,740–7,7407,469–7,469

Indian tax on capital gains

(2)

–138138–––

Total taxation (see note 7(a))7,7401387,8787,469–7,469

(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 £84.2 million (2020: £77.6 million) in respect of unutilised expenses at 31 December 2021 which has not

been recognised in the financial statements as it is unlikely to be utilised in the foreseeable future. Of this amount £30.4 million (2020: £28.4 million) relates to

revenue expenses and £53.8 million (2020: £49.2 million) to capital expenses.

8. Net return per share

2021

pence

2021

£’000s

2020

pence

2020

£’000s

Total return172.73919,27893.80507,106

Revenue return10.9958,5009.7152,480

Capital return161.74860,77884.09454,626

Weighted average ordinary shares in issue, excluding shares held in treasury – number532,196,543540,641,336

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80 | F&C Investment Trust PLC
9. Dividends

Dividends on ordinary shares Register date Payment date

2021

£’000s

2020

£’000s

2019 Third interim of 2.90p3-Jan-202031-Jan-2020–15,736

2019 Final of 2.90p17-Apr-202013-May-2020–15,725

2020 First interim of 2.90p17-Jul-20203-Aug-2020–15,707

2020 Second interim of 2.90p9-Oct-20202-Nov-2020–15,606

2020 Third interim of 2.90p3-Jan-20211-Feb-202115,563–

2020 Final of 3.40p16-Apr-202113-May-202118,146–

2021 First interim of 3.00p16-Jul-20212-Aug-202115,967–

2021 Second interim of 3.00p8-Oct-20211-Nov-202115,902–

65,57862,774

A third interim dividend of 3.00p was paid on 1 February 2022 to all shareholders on the register on 7 January 2022.

The Directors have proposed a final dividend in respect of the year ended 31 December 2021 of 3.80p payable on 10 May 2022 to all shareholders on the register at

close of business on 8 April 2022. 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.

2021

£’000s

2020

£’000s

Revenue available for distribution by way of dividends for the year 58,50052,480

First interim dividend for the year ended 31 December 2021 – 3.00p per share (2020: 2.90p)(15,967)(15,707)

Second interim dividend for the year ended 31 December 2021 – 3.00p per share (2020: 2.90p)(15,902)(15,606)

Third interim dividend for the year ended 31 December 2021 – 3.00p per share (2020: 2.90p)(15,803)(15,563)

Proposed final dividend for the year ended 31 December 2021 – 3.80p per share (2020: 3.40p) (19,986)(18,207)

(estimated cost based on 525,937,297 shares in issue at 4 March 2022, excluding shares held in treasury)

Estimated amount transferred from revenue reserve for Section 1159 purposes

(1)

(9,158)

(12,603)

All dividends are paid from revenue.

(1)

Represents minus 12% of total income as stated in note 3 (2020: -18.0%)

The table below reflects the revenue reserve after adjusting for the third interim and final dividends for the years to 31 December 2021 and 31 December 2020.

2021

£’000s

2020

£’000s

Revenue reserve at 31 December (per Balance Sheet)93,852100,930

Third interim dividend for the year ended 31 December 2021 – 3.00p per share (2020: 2.90p)(15,803)(15,563)

Proposed final dividend for the year ended 31 December 2021 – 3.80p per share (2020: 3.40p)(19,986)(18,146)

Adjusted revenue reserve at 31 December58,063

67,221

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Overview

Auditor’s Report

10. Investments and derivative financial instruments

Investments

Level 1

(1)


£’000s

Level 3

(1)


£’000s

2021

Total

£’000s

Level 1

(1)


£’000s

Level 3

(1)


£’000s


2020

Total

£’000s

Cost at 1 January3,294,199398,6193,692,8183,236,297360,5373,596,834

Unrealised gains/(losses) at 1 January1,187,434(23,884)1,163,550949,956(34,469)915,487

Fair value of investments at 1 January 4,481,633374,7354,856,3684,186,253326,0684,512,321

Purchases at cost2,437,57085,9792,523,5492,493,78247,2292,541,011

Sales proceeds(2,405,486)(75,170)(2,480,656)(2,635,686)(37,164)(2,672,850)

Gains on investments sold602,87332,925635,798199,80628,017227,823

Gains on investments held143,361100,703244,064237,47810,585248,063

Fair value of investments at 31 December5,259,951519,1725,779,1234,481,633374,7354,856,368

Analysed at 31 December

Cost3,929,156442,3534,371,5093,294,199398,6193,692,818

Unrealised gains/(losses)1,330,79576,8191,407,6141,187,434(23,884)1,163,550

Fair value of investments at 31 December5,259,951519,1725,779,1234,481,633374,7354,856,368

Gains on investments held at fair value

2021

£’000s

2020

£’000s

Gains on investments sold during the year635,798227,823

Gains on investments held at year end244,064248,063

Total gains on investments879,862475,886

Investments sold during the year have been revalued over time since their original purchase, and until they were sold any unrealised gain or loss was included in the fair value

of investments.

(1) The hierarchy of investments is described in note 2(c)(i) and below.

No investments held in 2021 or 2020 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 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, excluding unquoted investments, did not include at any time during the year any funds or investments managed or advised by BMO GAM

(2020: 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 £518.9 million (2020: £374.4 million) of investments described as Private Equity, together with £0.3 million (2020: £0.3 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 26(d).

Derivative instruments

Derivative instruments included forward exchange contracts with a net unrealised capital loss of £4,806,000 (2020: net unrealised capital gain of £9,061,000) which

were valued in accordance with level 2. See notes 2(c)(i),12,14 and 26(c).

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82 | F&C Investment Trust PLC
11. Substantial interests

At 31 December 2021 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

operationHolding

(1)

%

Private Equity Funds

Dover Street VI LP USA11.12

HarbourVest Partners VII – Buyout Partnership Fund LP USA3.86

HIPEP V – Direct Fund LP USA15.66

HarbourVest Partners V – Asia Pacific and Rest of World LP USA4.74

HIPEP VI – Emerging Markets Fund USA12.06

HIPEP VI – Asia Pacific Fund LP USA4.93

Pantheon Europe Fund III LP USA44.41

Pantheon Europe Fund V LP Scotland9.29

Pantheon Asia Fund IV LP Channel Islands8.40

Pantheon Asia Fund V LP Channel Islands6.19

Pantheon Global Secondary Fund III LP Scotland3.50

Graycliff USA4.78

Volpi Capital Europe4.28

Maison Capital China4.84

MVM USA/Europe4.10

PE Investment Holdings 2018 LP* Scotland100.00

Other Investments

Esprit Capital Fund 1 LPEngland10.80

(1) The Company neither has a controlling interest nor significant influence in the management of any of these undertakings.

The valuation of those holdings greater than 10% are: Dover Street VI LP: £166,000; HIPEP V – Direct Fund LP: £2,524,000; HIPEP VI – Emerging Markets Fund: £20,901,000;

Pantheon Europe Fund III LP: £3,883,000; PE Investment Holdings 2018 LP: £184,282,000; Esprit Capital Fund 1 LP: £305,000

The Company had no subsidiaries at any time during the year.

*In 2018 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 Board of FCIT have no participation in the investment decision making process

as this lies solely with the General Partner and therefore no consolidated financial statements are prepared. The registered address of PE Investment Holdings 2018 LP is 6th

Floor, Quartermile 4, 7a Nightingale Way, Edinburgh, EH3 9EG.

The profit for the year ended 31 December 2021 in the LP was £35.4m and the Capital and Reserves was £184.6m.

The outstanding commitment is shown in note 23.

12. Debtors

2021

£’000s

2020

£’000s

Investment debtors 4203,156

Forward exchange contracts–9,061

Prepayments and accrued income 3,7613,882

Overseas taxation recoverable 4,0867,576

8,26723,675

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Overview

Auditor’s Report

13. Creditors: amounts falling due within one year

Loans

Non-instalment debt payable on demand or within one year

2021

£’000s

2020

£’000s

€72 million repayable July 202260,452–

Sterling loan £50 million repayable January 202250,000–

Sterling loan £40 million repayable January 2021–40,000

110,45240,000

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. This

expires and will be repaid in July 2022. Early redemption penalties apply. At 31 December 2021 there was £50 million drawn down under the unsecured revolving credit

facility. The facility, which was renewed in September 2021, was increased from £100 million to £150 million with the option to extend the commitment by a further £100

million. This expires in September 2022. 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 total market value of the short-term loans at 31 December 2021 was £110,832,000 based on the equivalent benchmark gilts or relevant commercially available

current debt (2020: £40,000,000).

14. Creditors: amounts falling due within one year

Other

2021

£’000s

2020

£’000s

Investment creditors 424,487

Forward exchange contracts4,806–

Management fees payable to the Manager2,2412,210

Cost of ordinary shares repurchased784420

Other accrued expenses 1,4041,404

9,2778,521

15. Creditors: amounts falling due after more than one year

Loans

Non-instalment debt payable after more than one year

2021

£’000s

2020

£’000s

€72 million repayable July 2022–64,447

2.80% Loan notes £25 million repayable June 202825,00025,000

3.16% Loan notes £50 million repayable June 203150,00050,000

2.92% Loan notes £75 million repayable May 204875,00075,000

0.93% Loan notes €42 million repayable June 202635,26337,594

2.59% Loan notes £57 million repayable June 204257,00057,000

2.69% Loan notes £37 million repayable June 204937,00037,000

2.72% Loan notes £20 million repayable June 205920,00020,000

2.09% Loan notes £50 million repayable June 203650,000–

2.15% Loan notes £50 million repayable June 203850,000–

2.33% Loan notes £40 million repayable June 205640,000–

439,263366,041

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. In June

2019 the Company issued fixed rate senior unsecured notes in tranches of EUR42 million, £57 million, £37 million and £20 million expiring in June 2026, June 2042, June

2049 and June 2059 respectively. In June 2021 the Company issued fixed rate senior unsecured notes in tranches of £50 million, £50 million and £40 million expiring in

June 2036, June 2038 and June 2056 respectively. Interest rates applying to the notes are commercially competitive and fixed until the expiry dates.

Financial Report

84 | F&C Investment Trust PLC
The market value of the long-term loans at 31 December 2021 was £458,896,000 based on the equivalent benchmark gilts or relevant commercially available current debt

(2020: £414,049,000).

In December 2021 the Company agreed to issue fixed rate senior unsecured notes in tranches of (i) 2037, £50m principal, at a coupon of 2.06%, (ii) 2056, £45m principal,

at a coupon of 1.96%, and (iii) 2061, £45m principal, at a coupon of 1.87%, (the ‘Notes’). The funding date for the Notes was 1 March 2022.

At 4 March 2022, long-term borrowings comprised £544 million loan notes and €42 million loan notes (£578.7 million).

16. Creditors: amounts falling due after more than one year

Debenture

2021

£’000s

2020

£’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 2021 was £429,000 (31 December 2020: £429,000).

17. Share capital

2021

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 forward25,172,380536,646,636561,819,016140,455

Shares repurchased by the Company and held in treasury9,863,496(9,863,496)––

Balance carried forward35,035,876526,783,140561,819,016140,455

2020

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 forward19,197,772542,621,244561,819,016140,455

Shares repurchased by the Company and held in treasury5,974,608(5,974,608)––

Balance carried forward25,172,380536,646,636561,819,016140,455

During the year the Company bought back 9,863,496 ordinary shares at a total cost of £84,326,000, all of which were placed in treasury.

Since the year end, and up to 4 March 2022, 845,843 ordinary shares of 25p each have been repurchased and held in treasury.

18. Capital redemption reserve

2021

£’000s

2020

£’000s

Balance brought forward and carried forward 122,307122,307

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Auditor’s 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)635,798–635,798–

Gains on investments held at year end (see note 10)–244,064244,064–

Exchange movements on foreign currency loans, cash balances and derivatives7,375(3,124)4,251–

Management fees (see note 4) (14,805)–(14,805)–

Finance costs (see note 6) (8,335)–(8,335)–

Other capital charges (see note 5)(57)–(57)–

Indian capital gains tax (see note 7)(138)–(138)–

Net revenue return attributable to shareholders –––58,500

Total gains and losses transferred in current year619,838240,940860,77858,500

Cost of ordinary shares repurchased in year (see note 17)(84,326)–(84,326)–

Dividends paid in year (see note 9)–––(65,578)

Balance brought forward 2,983,8811,163,9874,147,868100,930

Balance carried forward3,519,3931,404,9274,924,32093,852

Included within the capital reserve movement for the year is £1,526,000 (2020: £25,000) of dividend receipts recognised as capital in nature in accordance with

note 2(c)(xiii). £1,343,000 of transaction costs on purchases of investments are included within the capital reserve movements disclosed above (2020: £1,717,000).

£782,000 of transaction costs on sales of investments are similarly included (2020: £1,020,000).

20. Net asset value per ordinary share

20212020

Net asset value per share – pence1,002.49840.69

Net assets attributable at end of period – £’000s5,280,9344,511,560

Ordinary shares of 25p in issue at end of year, excluding shares held in treasury – number526,783,140536,646,636

Net asset value per share (with the debenture stock and loans at market value – see notes 13, 15 and 16) was 998.72p (31 December 2020: 831.78p).

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86 | F&C Investment Trust PLC
21. Reconciliation of net return before taxation to cash flows from operating activities

2021

£’000s

2020

£’000s

Net return on ordinary activities before taxation927,156514,575

Adjust for non-cash flow items, dividend income and interest expense:

Gains on investments (879,862)(475,886)

Exchange (profits)/losses(4,075)1,416

Non-operating expenses of a capital nature5770

Decrease/(increase) in debtors60(32)

(Decrease)/increase in creditors (61)139

Dividends receivable(77,618)(70,057)

Interest payable11,1139,398

Tax on overseas income(4,346)(11,750)

(954,732)(546,702)

Cash flows from operating activities (before dividends received and interest paid)(27,576)(32,127)

22. Analysis of changes in net debt

Cash

£’000s

Short-term

loans

£’000s

Long-term

loans

£’000s

Debenture

£’000s

Forward

foreign exchange

£’000s

Total

£’000s

Opening net debt as at 31 December 202046,654(40,000)(366,041)(575)9,061(350,901)

Cash-flows:

Drawdown of loans–(130,000)(140,000)––(270,000)

Repayment of loans–120,000–––120,000

Transfer of loan from long term to short term–(61,407)61,407–––

Net movement in cash and cash equivalents(5,159)––––(5,159)

Non-cash:

Effect of Foreign Exchange movements11,6169555,371–(13,867)4,075

Closing net debt as at 31 December 202153,111(110,452)(439,263)(575)(4,806)(501,985)

Cash

£’000s

Short term

loans

£’000s

Long term

loans

£’000s

Debenture

£’000s

Forward

foreign exchange

£’000s

Total

£’000s

Opening net debt as at 31 December 201928,196(75,000)(360,595)(575)–(407,974)

Cash-flows:

Drawdown of loans–(40,000)–––(40,000)

Repayment of loans–75,000–––75,000

Net movement in cash and cash equivalents23,489––––23,489

Non-cash:

Effect of Foreign Exchange movements(5,031)–(5,446)–9,061(1,416)

Closing net debt as at 31 December 202046,654(40,000)(366,041)(575)9,061(350,901)

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Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

23. Capital commitments

The Company had the following outstanding capital commitments at the year end:

2021

Currency

2020

Currency

2021

£’000s

2020

£’000s

Managed by HarbourVest:

HarbourVest Partners VII:

– Buyout Partnership Fund LPUS$4.3mUS$4.3m3,1673,138

– Venture Partnership Fund LPUS$0.5mUS$0.5m388384

– Mezzanine Fund LPUS$0.7mUS$0.7m532527

Dover Street VI LPUS$3.1mUS$3.1m2,2942,273

Dover Street VII LPUS$3.2mUS$3.2m2,3532,332

HarbourVest Partners V – Asia Pacific and Rest of World LPUS$1.5mUS$1.5m1,1071,097

HarbourVest Partners VIII:

– Buyout Partnership Fund LP US$1.8mUS$1.8m1,3291,317

– Venture Partnership Fund LP US$0.8mUS$0.8m591585

HIPEP V – Direct Fund LP€2.1m€2.1m1,7321,846

HIPEP VI – Asia Pacific Fund LPUS$1.3mUS$1.3m923914

Managed by Pantheon:

Pantheon Europe Fund III LP €5.4m€5.4m4,5004,798

Pantheon Europe Fund V LP €5.3m€5.3m4,4504,744

Pantheon Asia Fund IV LPUS$2.7mUS$2.7m1,9561,937

Pantheon Asia Fund V LPUS$3.7mUS$3.9m2,7132,871

Pantheon Global Secondary Fund III LPUS$2.4mUS$2.4m1,8091,792

Pantheon Access SICAVUS$113.3mUS$180.0m83,658131,680

Selected by BMO GAM:

Esprit Capital Fund I LP £0.27m£0.27m265265

Astorg VI

(1)

€1.1m€1.1m9401,003

Inflexion Supplemental IV

(1)

£0.1m£0.1m61117

August Equity IV

(1)

£0.5m£1.2m4691,175

DBAG Fund VII

(1)

€0.4m€1.0m304862

DBAG Fund VII B

(1)

€0.0m€0.3m–273

Procuritas VI

(1)

€2.3m€3.9m1,9683,524

Warburg Pincus China Fund

(1)

US$0.0mUS$0.2m12158

Stellex Capital

(1)

US$0.0mUS$0.3m8249

Centana

(1)

US$0.5mUS$0.6m377469

Graycliff

(1)

US$1.3mUS$1.3m946938

Volpi Capital

(1)

€0.1m€0.3m87219

MidOcean

(1)

US$1.2mUS$4.4m8543,227

Maison Capital

(1)

US$0.6mUS$2.4m4731,770

Inflexion Partnership Capital II

(1)

£1.8m£2.8m1,8062,811

Inflexion Buyout Fund V

(1)

£0.7m£2.0m6962,014

PE Investment Holdings 2018 LP

(1)

£29.1m£43.0m29,11843,018

Verdane Edda

(1)

SEK 15.1mSEK 25.1m1,2302,237

MVM

(1)

US$7.7mUS$10.4m5,6967,629

Inflexion Supplemental V

(1)

£4.0m£6.5m4,0206,464

Graycliff IV

(1)

US$6.6mUS$9.5m4,8646,925

Centana II

(1)

US$4.1mUS$5.0m3,0633,636

MED Platform

(1)

€1.9m€6.6m1,5895,876

Inflexion Buyout Fund VI

(1)

£15.0m–15,000–

187,348257,094

(1) BMO GAM is responsible for the selection and oversight of these funds, within the terms of its management agreement with the Company.

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88 | F&C Investment Trust PLC
24. Related party transactions

The following are considered related parties: the Board of Directors and the Manager (including fellow members of BMO and, since its acquisition, Ameriprise and

Columbia Threadneedle).

There are no transactions with the Board other than aggregated remuneration for services as Directors as disclosed in the Remuneration Report on page 52 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 50 regarding the Management agreement in respect of Private Equity

fees and a trademark licence agreements in respect of the “F&C” name.

25. Going Concern

In assessing the going concern basis of accounting the Directors have had regard to the guidance issued by the Financial Reporting Council. They have also considered the

Company’s objective, strategy and investment policy, the current cash position of the Company, the availability of the loan facility and compliance with its covenants and the

operational resilience of the Company and its service providers. More information on the Board's assessment is provided on pages 34 and 35.

26. 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 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) on

the following pages.

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 to 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) on page 93 and in notes 13, 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.

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Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Currency Exposure

The carrying value of the Company’s assets and liabilities at 31 December, by currency, are shown below:

2021

Short-term

debtors

£’000s

Cash and

deposits

£’000s

Debentures

£’000s

Unsecured

loans

£’000s

Short-term

creditors*

£’000s

Net monetary

assets /

(liabilities)

£’000s

Investments

£’000s

Net exposure

£’000s

Sterling64330,576(575)(454,000)(3,292)(426,648)600,273173,625

US Dollar3,51417,490––(5,757)15,2473,452,5743,467,821

Euro2,3551,600–(95,715)(186)(91,946)527,843435,897

Yen6112,845––(42)3,414401,020404,434

Other1,144600–––1,744797,413799,157

Total8,26753,111(575)(549,715)(9,277)(498,189)5,779,1235,280,934

* The net unrealised loss of £4.8m in relation to the forward exchange contracts has been included under short term creditors.

2020

Short-term

debtors*

£’000s

Cash and

deposits

£’000s

Debentures

£’000s

Unsecured

loans

£’000s

Short-term

creditors

£’000s

Net monetary

assets /

(liabilities)

£’000s

Investments

£’000s

Net exposure

£’000s

Sterling71521,988(575)(304,000)(2,822)(284,694)525,944241,250

US Dollar18,79417,833––(3,966)32,6612,809,4692,842,130

Euro1,6725,515–(102,041)(1,259)(96,113)506,622410,509

Yen6031,275––(158)1,720348,682350,402

Other1,89143––(316)1,618665,651667,269

Total23,67546,654(575)(406,041)(8,521)(344,808)4,856,3684,511,560

* The net unrealised gain of £9.1m in relation to the £300m forward exchange contracts has been included under short term debtors.

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:

2021Average 2020

US Dollar1.35451.37451.3669

Euro1.19101.16181.1117

Yen155.9717151.0153141.1307

Financial Report

90 | F&C Investment Trust PLC
26. Financial Risk Management (continued)


Based on the financial assets and liabilities held adjusted for the underlying gross exposure value of the forward exchange contracts against USD, 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

2021

¥

£’000s

US$

£’000s


£’000s

2020

¥

£’000s

Income Statement Return after tax

Revenue return3,1198746562,262737603

Capital return 327,85943,59040,443254,21341,05135,040

Total return330,97844,46441,099256,47541,78835,643

NAV per share – pence62.838.447.8047.797.796.64

Strengthening of sterling

US$

£’000s


£’000s

2021

¥

£’000s

US$

£’000s


£’000s

2020

¥

£’000s

Income statement return after tax

Revenue return(3,119)(874)(656)(2,262)(737)(603)

Capital return (327,859)(43,590)(40,443)(254,213)(41,051)(35,040)

Total return(330,978)(44,464)(41,099)(256,475)(41,788)(35,643)

NAV per share – pence(62.83)(8.44)(7.80)(47.79)(7.79)(6.64)

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

2021


Total

£’000s

Within

one year

£’000s

More than

one year

£’000s

2020


Total

£’000s

Exposure to floating rates

Cash27,798–27,79816,177–16,177

Exposure to fixed rates

Deposits 25,313–25,31330,477–30,477

Debentures–(575)(575)–(575)(575)

Other borrowings(110,452)(439,263)(549,715)(40,000)(366,041)(406,041)

Net exposure at year end(57,341)(439,838)(497,179)6,654(366,616)(359,962)

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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Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s 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

2021

Decrease

in rate

£’000s

Increase

in rate

£’000s

2020

Decrease

in rate

£’000s

Revenue return556(556)324(324)

Capital return––––

Total return556(556)324(324)

NAV per share – pence0.11(0.11)0.06(0.06)

Other market risk exposures

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

2021

Decrease

in value

£’000s

Increase

in value

£’000s

2020

Decrease

in value

£’000s

Income statement capital return1,155,825(1,155,825)971,274(971,274)

NAV per share – pence219.41(219.41)180.99(180.99)

(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 value of the listed investments held in the Company’s portfolio (91% at 31 December 2021); 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 £640 million as set out in notes 13 and 15 together with an option to extend by a further £100 million. In addition to this a further

issue of £140m unsecured loan notes has been agreed and is due to be funded on 1 March 2022 (see note 15). 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 2021 was £4,763 million. Actual borrowings at market value at 31 December 2021 were £569.7

million in loans (see notes 13 and 15) and £0.4 million in a debenture at market value (see note 16).

At 31 December 2021 the Company had £187.3 million outstanding commitments to Private Equity investments (see note 23).

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92 | F&C Investment Trust PLC
26. 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:


2021

Three months

or less

£’000s

More than three

months but less

than one year

£’000s

More than

one year

£’000s

Total

£’000s

Forward exchange contracts4,806––4,806

Other creditors115,194341–115,535

Long-term liabilities

(1)

(including interest)–10,890654,043664,933

120,00011,231654,043785,274

2020

Three months

or less

£’000s

More than three

months but less

than one year

£’000s

More than

one year

£’000s

Total

£’000s

Other creditors48,687––48,687

Long-term liabilities

(1)

(including interest)2728,677526,622535,571

48,9598,677526,622584,258

(1) See notes 15 and 16 for maturity dates

(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 (2020: none) and does not normally invest in them. None of the Company’s financial

assets are past its due date or impaired.

During the year the Company purchased a forward currency contract to the value of £289.2m for USD as well as selling a series of forward currency contracts to the value of

USD135m, in order to reduce the overall hedge to approximately £200m, resulting in a net unrealised capital loss of £4,806,000 as at 31 December 2021 (31 December 2020:

net unrealised capital gain of £9,061,000). As at 31 December 2020 there was a forward currency contract of £300m. This resulted in a realised capital gain of £9,060,000.

The maximum exposure to credit risk on cash and debtors equates to their carrying amounts as per the balance sheet.

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Chairman’s Statement

Overview

Auditor’s Report

(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 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 loans and debenture at 31 December 2021 are set out in notes 13, 15 and 16. Borrowings under overdraft and revolving loan facilities do not have a

value materially different from their capital repayment amount. Borrowings in foreign currencies are converted into sterling at exchange rates ruling at each valuation date.

The fair value of investments quoted on active markets is determined directly by reference to published price quotations in these markets.

Forward currency contracts are valued on the basis of exchange rates for a similar contract for the same residual duration, as provided by the counterparty. The amount of

unrealised change in fair value for such forward exchange contracts recognised in the Income Statement for the year was a loss of £4,806,000.

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 2021, indicating that the Company can, all things being equal, continue to place reliance on the Private Equity advisers’ and managers’ estimates

and valuation techniques. FCIT's direct investment is valued with reference to an earnings multiple.

(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.

27. Securities financing transactions ('SFT')

The Company has not, in the year to 31 December 2021 (2020: 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 UK regulations on

transparency of SFT, issued in November 2015.

28. AIFMD (unaudited)

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 2021 are shown below:

Leverage exposure

Gross

method

Commitment

method

Maximum permitted limit200%200%

Actual110%110%

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.

Further information on the AIFMD can be found on page 100.

Financial Report

94 | F&C Investment Trust PLC
Special Resolutions:

To consider and, if thought fit, pass the following resolutions as special

resolutions:

14. Disapplication of pre-emption rights

THAT, subject to the passing of resolution 13 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 the Act) either

pursuant to the authority conferred by resolution 13 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

14) of equity securities up to an aggregate nominal amount of

£6,600,000, and shall expire upon the expiry of the general authority

conferred by Resolution 13 above 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.

15. 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

Notice is hereby given that the one hundred and forty third Annual

General Meeting of the Company will be held at Merchant Taylors’ Hall,

30 Threadneedle Street, London EC2R 8JB on Tuesday 3 May 2022 at 12.00

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 the audited accounts for

the year ended 31 December 2021.

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 2021 of

3.8 pence per ordinary share.

4. To re-elect Francesca Ecsery as a Director.

5. To re-elect Beatrice Hollond as a Director.

6. To re-elect Tom Joy as a Director.

7. To re-re-elect Edward Knapp as a Director.

8. To re-elect Rain Newton-Smith as a Director.

9. To re-elect Quintin Price as a Director.

10. To re-elect Stephen Russell as a Director.

11. To re-appoint Ernst & Young LLP as auditors to the Company.

12. To authorise the Audit Committee to determine the remuneration of

the auditors.

13. 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, 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 £6,600,000 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 to be held in 2023 or on 30 June 2023, 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 2021 | 95
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Notice of Meeting

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 78,838,000 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 on 30 June 2023 unless the

authority is renewed at the Company’s annual general meeting to be

held in 2023 or 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

Company Secretary

9 March 2022

Registered office:

Exchange House

Primrose Street

London EC2A 2NY

Registered number: 12901

This year the AGM will be a “hybrid” meeting, with shareholders

and savings plan holders being able to attend the meeting in

person or online. This will allow many more of our shareholders to

view the AGM and to participate by asking questions and voting

online. Full details of how to do so are set out in your Form of

Proxy or Form of Direction. Please read these carefully as failure

to complete your form correctly will result in you not being able to

vote at the meeting.


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.


Please contact Computershare Investor Services PLC by email on

corporate-representatives@computershare.co.uk or alternatively call

0800 923 1506, providing details of your proxy appointment including their

email address so that unique credentials can be issued to allow the proxy

to access the electronic meeting. Access credentials will be emailed to the

appointee one working day prior to the meeting. Lines are open 8.30am

to 5.30pm Monday to Friday (excluding bank holidays).

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 she has a notifiable obligation under

the Disclosure Guidance and Transparency Rules (‘DTRs’), the Chairman

will make the necessary notifications to the Company and the Financial

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

96 | F&C Investment Trust PLC
printed on the Form of Direction. Voting directions must be submitted

electronically no later than 12.00 noon on 25 April 2022.

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 (the 'Act') (a ‘Nominated Person’) should note that

the provisions in notes 1, 4 and 5 above concerning the appointment of

a proxy or proxies to attend the meeting in place of a member do not

apply to a Nominated Person as only shareholders have the right to

appoint a proxy. However, a Nominated Person may have a right under

an agreement between the Nominated Person and the member by

whom he or she was nominated to be appointed, or to have someone

else appointed, as a proxy for the meeting. If a Nominated Person has

no such proxy appointment right or does not wish to exercise it, he/she

may have a right under such an agreement to give instructions to the

member as to the exercise of voting rights at the meeting.

8. Nominated Persons should also remember that their main point of

contact in terms of their investment in the Company remains the

member who nominated the Nominated Person to enjoy information

rights (or, perhaps, the custodian or broker who administers the

investment on their behalf). Nominated Persons should continue to

contact that member, custodian or broker (and not the Company)

regarding any changes or queries relating to the Nominated

Person’s personal details and interest in the Company (including any

administrative matter). The only exception to this is where the Company

expressly requests a response from a Nominated Person.

9. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations

2001 (as amended) and for the purposes of section 360B of the Act,

the Company has specified that only those members registered on the

register of members of the Company at close of business on Thursday 28

April 2022 (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 two business days 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

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 DTRs 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 their proxy will need

to ensure that both they and such person complies with their respective

disclosure obligations under the DTRs.

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 Forms

of Proxy, 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, no later than 12.00 noon on Thursday 28 April 2022 or

two business days before the time of any adjournment. 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 no later than 12.00 noon on

Thursday 28 April 2022 or two business days before any 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 wish 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,

Lifetime ISA and/or Junior Investment Account should ensure that Forms

of Direction are returned to Computershare Investor Services PLC not

later than 12.00 noon on 25 April 2022. Alternatively, voting directions

can be submitted electronically at eproxyappointment.com by entering

the Control Number, Shareholder Reference Number and PIN as

Report and Accounts 2021 | 97
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Notice of Meeting

service provider(s), should refer to their CREST sponsor or voting service

provider(s), who will be able to take the appropriate action on their

behalf.

11. In order for a proxy appointment or instruction made using the CREST

service to be valid, the appropriate CREST message (a ‘CREST Proxy

Instruction’) must be properly authenticated in accordance with

Euroclear UK & Ireland Limited’s specifications and must contain the

information required for such instruction, as described in the CREST

Manual (available via euroclear.com/CREST). The message, regardless of

whether it constitutes the appointment of a proxy or is an amendment

to the instruction given to a previously appointed proxy must, in order

to be valid, be transmitted so as to be received by the issuer’s agent (ID

number 3RA50) by the latest time(s) for receipt of proxy appointments

specified in notes 4 and 5 above. For this purpose, the time of receipt

will be taken to be the time (as determined by the time stamp applied

to the message by the CREST Application Host) from which the issuer’s

agent is able to retrieve the message by enquiry to CREST in the

manner prescribed by CREST. After this time, any change of instructions

to proxies appointed through CREST should be communicated to the

appointee through other means.

12. CREST members and, where applicable, their CREST sponsors or voting

service provider(s) should note that Euroclear UK & Ireland Limited

does not make available special procedures in CREST for any particular

messages. Normal system timings and limitations will therefore apply

in relation to the input of CREST Proxy Instructions. It is the responsibility

of the CREST member concerned to take (or, if the CREST member is

a CREST personal member or sponsored member or has appointed a

voting service provider(s), to procure that his CREST sponsor or voting

service provider(s) take(s)) such action as shall be necessary to ensure

that a message is transmitted by means of the CREST system by

any particular time. In this connection, CREST members and, where

applicable, their CREST sponsors or voting service provider(s) are

referred, in particular, to those sections of the CREST Manual concerning

practical limitations of the CREST system and timings (euroclear.com/

CREST).

13. The Company may treat as invalid a CREST Proxy Instruction in the

circumstances set out in Regulation 35(5)(a) of the Uncertificated

Securities Regulations 2001 (as amended).

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.


Please contact Computershare Investor Services PLC by emailing

corporate-representatives@computershare.co.uk providing details of

your appointment including their email address, confirmation of the

meeting they wish to attend and a copy of the Letter of Representation,

so that unique credentials can be issued to allow the corporate

representative to access the electronic meeting. Access credentials will

be emailed to the appointee one working day prior to the meeting.

If documentation supporting the appointment of the corporate

representative is supplied later than the deadline for appointment of a

proxy (48 hours prior to the meeting), issuance of unique credentials to

access the meeting will be issued on a best endeavours basis.

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.

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.

16. 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.

17. As at 4 March 2022, being the latest practicable date prior to the

printing of this notice, the Company’s issued capital (less the shares

98 | F&C Investment Trust PLC
held in treasury) consisted of 525,937,297 ordinary shares of 25 pence

each carrying one vote each. Therefore, the total voting rights in the

Company as at 4 March 2022 are 525,937,297.

18. 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 4 March 2022 being the latest

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.

19. 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.

20. 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,

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.

21. No Director has a service agreement with the Company.

22. 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 21

March 2022, 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.

23. Your personal data includes all data provided by you, or on your behalf,

which relates to you as a shareholder, including your name and contact

details, the votes you cast and your shareholder Reference Number

(attributed to you by the Company). The Company determines the

purposes for which and the manner in which your personal data is to

be processed. The Company and any third party to which it discloses

the data (including the Company's registrar) may process your personal

data for the purposes of compiling and updating the Company's

records, fulfilling its legal obligations and processing the shareholder

rights you exercise. A copy of the Company's privacy policy can be

found online at: www.bmogam.com/fandc-investment-trust/privacy-

policy.

Report and Accounts 2021 | 99
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

The Management Company

With effect from 8 November 2021, the business

of BMO GAM in Europe, the Middle East and

Africa was acquired by Ameriprise and is to be

merged with that of Colombia Threadneedle.

There has been no change to the terms of the

Company’s investment management agreement

as a result of the acquisition or to the corporate

entity that acts as the Company’s Manager and

Company Secretary, BMO Investment Business

Limited. In due course, that entity will be

required to remove the BMO prefix and will

therefore change its name.

F&C Investment Trust PLC managed by BMO

Investment Business Limited, a wholly-

owned subsidiary of BMO Asset Management

(Holdings) PLC which, until 8 November 2021,

was ultimately owned by Bank of Montreal and

is now owned by Ameriprise (see above). BMO

Investment Business Limited is appointed under

an investment management agreement with

the Company, which sets out its responsibilities

for investment management, administration and

marketing. The Manager undertakes Responsible

Investment matters through BMO Asset

Management Limited. Together they are defined

as BMO Global Asset Management (‘BMO GAM’)

and both entities are authorised and regulated

by the Financial Conduct Authority.

The Manager also acts as the Alternative

Investment Fund Manager.

Paul Niven is the Company’s Fund Manager

and BMO GAM's Head of Multi-Asset Investment

and chair of the Manager’s asset allocation

committee. He has extensive experience in

managing large diversified investment funds

and has managed the Company’s assets since

July 2014. He joined in 1996.

Jonathan Latter Represents the Manager as

Company Secretary and is responsible for the

Company’s statutory compliance. He joined in

2021, succeeding Hugh Potter.

Marrack Tonkin Head of Investment

Trusts with responsibility for the Manager’s

relationship with the Company. He joined in

1989.

US Sub-managers

Barrow, Hanley, Mewhinney & Strauss, LLC

(North America) – appointed 2005

T. Rowe Price International Ltd (North

America) – appointed 2006

Private Equity Managers

HarbourVest Partners LLC – appointed 2003

Pantheon Ventures Limited – appointed 2003

Company Secretary and 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

Stockbroker

JPMorgan Cazenove

25 Bank Street

Canary Wharf

London E14 5JP

Management and Advisers

Other Information

100 | F&C Investment Trust PLC
Following completion of an assessment of the application of the

proportionality principle to the FCA’s AIFM Remuneration Code, the

AIFM has disapplied the pay-out process rules with respect to it and

any of its delegates. This is because the AIFM considers that it carries

out non-complex activities and is operating on a small scale.

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 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 the Company 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 its capital gains. UK

resident individuals may realise net capital gains of up to £12,300 in

the tax year ending 5 April 2022 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 (£37,700 in 2021-22

tax year). A higher rate of 20% will apply to those whose income and

gains exceed this figure.

Income tax

The final dividend of 3.8 pence per share is payable on 10 May 2022.

Since April 2018 the annual tax-free allowance to UK residents on

dividend income 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). Dividend

income on shares within an Individual Savings Account is not subject

to tax.

Alternative Investment Fund Managers Directive

The Company is an ‘alternative investment fund’ (‘AIF’) for the

purposes of the AIFMD and has appointed its Manager, BMO

Investment Business Limited, to act as its Alternative Investment Fund

Manager (the ‘AIFM’). The Manager is authorised and regulated by the

FCA as a ‘full scope UK AIFM’.

The Company is required to make certain disclosures available to

investors in accordance with the AIFMD. Those disclosures that are

required to be made pre-investment are included within the Investor

Disclosure Document (‘IDD’) which can be found on the Company’s

website, fandcit.com. There have not been any material changes to

the disclosures contained within the IDD since it was last updated in

February 2021.

The Company and the AIFM also wish to make the following

disclosures to investors:

• the investment strategy, geographic and sector investment focus

and principal stock exposures are included in the Strategic Report.

A list of the twenty largest listed equity holdings is included on

pages 30 and 31;

• none of the Company’s assets is subject to special arrangements

arising from their illiquid nature;

• the Strategic Report and note 26 to the accounts set out the risk

profile and risk management systems in place. There have been

no changes to the risk management systems in place in the year

under review and no breaches of any of the risk limits set, with no

breach expected;

• there are no new arrangements for managing the liquidity of the

Company or any material changes to the liquidity management

systems and procedures that it employs;

• all authorised Alternative Investment Fund Managers are required

to comply with the AIFMD Remuneration Code in respect of the

AIFM’s remuneration. The relevant disclosures required are within

the IDD; and

• information in relation to the Company’s leverage is contained

within the IDD.

Additional Information for shareholders

Report and Accounts 2021 | 101
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Other Information

How to invest

One of the most convenient ways to invest in F&C Investment Trust PLC is through one of the savings plans run by BMO.

CHARGES

Annual management charges and other charges apply according to the type of plan.

ANNUAL ACCOUNT CHARGE

ISA/LISA: £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

£12 per fund (reduced to £0 for deals placed through the online BMO Investor Portal) for

ISA/GIA/LISA/JIA and JISA. There are no dealing charges on a CTF.

Dealing charges apply when shares are bought or sold but not on the reinvestment of

dividends or the investment of monthly direct debits.

Government stamp duty of 0.5% also applies on the purchase of shares (where

applicable).

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 & Charges disclosure

related to the product you are applying for, and the relevant Key Information Documents

(KIDs) for the investment trusts you want to invest into.

HOW TO INVEST

To open a new BMO plan, apply online at bmogam.com/apply

Online applications are 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 but paper

applications are available at bmoinvestments.co.uk/documents or by contacting BMO.

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: Barclays Stockbrokers, EQi, Halifax,

Hargreaves Lansdown, HSBC, Interactive Investor, Lloyds Bank, The Share Centre.

©2022 BMO Asset Management Limited is authorised and regulated by the Financial Conduct Authority. BMO Asset Management Limited is a wholly owned subsidiary of Columbia Threadneedle Investments UK

International Limited, whose direct parent is Ameriprise Inc., a company incorporated in the United States. BMO Asset Management Limited was formerly part of BMO Financial Group and is currently using the

“BMO” mark under licence.

BMO ISA

You can use your ISA allowance to make an annual tax-efficient investment of

up to £20,000 for the current tax year with a lump sum from £100 or regular

savings from £25 a month. You can also transfer any existing ISAs to us whilst

maintaining the tax benefits.

BMO Junior ISA ( JISA)*

A tax efficient way to invest up to £9,000 per tax year for a child.

Contributions start from £100 lump sum or £25 a month. JISAs or CTFs with

other providers can be transferred to BMO.

BMO Child Trust Fund (CTF)*

If your child already has a CTF you can invest up to £9,000 per birthday

year, from £100 lump sum or £25 a month. CTFs with other providers can

be transferred to BMO.

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 £100

lump sum or £25 a month.

BMO Junior lnvestment 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 £100 lump sum or £25 a month per

account. You can also make additional lump sum top-ups at any time

from £100 per account.

* 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.


bmoinvestments.co.uk

facebook.com/bmoinvestmentsuk

BMO Lifetime ISA (LISA)

For those aged 18-39, a Lifetime ISA could help towards purchasing your

first home or retirement in later life. Invest up to £4,000 for the current tax

year and receive a 25% Government bonus up to £1,000 per year. Invest

with a lump sum from £100 or regular savings from £25 a month.

102 | F&C Investment Trust PLC
The Company uses the following Alternative Performance Measures ('APMs') throughout the annual report, financial statements and notes to the

financial statements. The APMs are reconciled to the financial statements through the narrative detailed below. The Board believes that each of

the APMs, which are typically used within the investment trust sector, provide additional useful information to the shareholders in order to assess

the Company’s performance between reporting periods and against its peer group.

Discount or Premium – the share price of an Investment Trust is derived from buyers and sellers trading their shares on the stock market. This

price is not identical to the 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 policy is set out on page 38.


31 December

2021

pence

31 December

2020

pence

Net Asset Value per share(a) 998.72 831.78

Share price per share(b) 926.00 787.00

(Discount)/Premium (c = (b-a)/a)(c)(7.3)%(5.4)%

Dividend growth – the amount by which the Company's annual dividend has increased compared to the previous year, expressed as a

percentage of the previous annual dividend.

31 December

2021

pence

31 December

2020

pence

Total dividend paid/payable for the prior year(a) 12.10 11.60

Total dividend paid/payable for the current year(b) 12.80 12.10

Dividend growth (c= (b-a)/a)(c)5.8%4.3%

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 may 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.

Alternative Performance Measures

Report and Accounts 2021 | 103
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

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 to the Accounts) and UK Accounting Standards. The net assets correspond to Total Shareholders’ Funds, which

comprise the share capital account, capital redemption reserve and capital and revenue reserves. The net asset value per share is calculated by

dividing the Net Asset Value by the number of ordinary shares in issue (excluding those shares held in treasury).


31 December

2021

31 December

2020

Net assets at year end - £'000s 5,280,934 4,511,560

Number of ordinary shares in issue at year end (excluding treasury shares) 526,783,140 536,646,636

Net asset value per share (with debt at par) at year end - pence1,002.49840.69

Net Asset Value (NAV) with Debt at Market Value – the Company's debt (debenture and loans) is valued in the Balance Sheet (on page 70)

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". The market value is disclosed in notes 13, 15 and 16

(pages 83 and 84) to the Accounts.


31 December

2021

31 December

2020

Net assets at year end - £'000s 5,280,934 4,511,560

Add back: Debt at par - £'000s550,290406,616

Deduct: Debt at market value - £'000s(570,157)(454,478)

5,261,067 4,463,698

Number of ordinary shares in issue at year end (excluding treasury shares) 526,783,140 536,646,636

Net asset value (with debt at market value) at year end - pence998.72831.78

Ongoing Charges – all operating costs expected to be regularly incurred and that are payable by the Company or suffered within underlying

investee funds, expressed as a proportion of the average net assets of the Company over the reporting year (see Ten Year Record). 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.

Other Information

31 December

2021

£’000

31 December

2020

£’000

Loans 549,715 406,041

Debenture 575 575

(a)

550,290 406,616

Less Cash and cash equivalents(53,111)(46,654)

Less Investment debtors(420)(3,156)

Add Investment creditors 42 4,487

Total(b) 496,801 361,293

Net Asset Value(c) 5,280,934 4,511,560

Effective gearing (d= b/c)(d)9.4%8.0%

Fully invested gearing (e= a/c)(e)10.4%9.0%

104 | F&C Investment Trust PLC
Ongoing Charges calculation

31 December

2021

£’000

31 December

2020

£’000

Management fees 19,740 17,189

Other expenses 3,500 3,416

Less loan commitment/arrangement fees(243)(257)

Underlying costs of Private Equity Funds and Collectives 3,272 3,160

Total(a) 26,269 23,508

Average daily net assets(b)4,889,8224,008,798

Ongoing charges (c= a/b)(c)

0.54%0.59%

Total Costs – these total 1.16% and comprise all operating costs actually incurred by the Company in the period and costs suffered within

underlying funds (0.54% as shown in the Ongoing Charges calculation), together with interest on borrowings (0.23%) and estimated implicit and

explicit costs of dealing (0.39%). These are all expressed as a proportion of the average daily NAVs of the Company over the period. Taxation

expense and the costs of buying back or issuing ordinary shares are excluded from the calculation.

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 notes 4 and 5 (pages 77 and 78) to the Accounts), calculated as a percentage of the average net assets in that year.

Operating costs exclude costs suffered within underlying investee funds, costs of buying and selling investments and derivatives, interest costs,

taxation and the costs of buying back or issuing ordinary shares.

TER calculation

31 December

2021

£’000

31 December

2020

£’000

Management fees 19,740 17,189

Other expenses 3,500 3,416

Less loan commitment/arrangement fees(243)(257)

Total(a) 22,997 20,348

Average daily net assets(b)4,889,8224,008,798

TER (c= a/b)(c)

0.47%0.51%

Total Return – the theoretical 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 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.

Net Asset ValueShare price

NAV/Share Price per share at 31 December 2020 (pence) 831.78 787.00

NAV/Share Price per share at 31 December 2021 (pence) 998.72 926.00

Change in the year20.0%17.7%

Impact of dividend reinvestments1.7%1.7%

Total return for the year to 31 December 202121.7%19.4%

Net Asset ValueShare price

NAV/Share Price per share at 31 December 2019 (pence) 753.90 765.00

NAV/Share Price per share at 31 December 2020 (pence) 831.78 787.00

Change in the year10.3%2.9%

Impact of dividend reinvestments2.0%1.7%

Total return for the year to 31 December 202012.3%4.6%

Report and Accounts 2021 | 105
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

AAF Report – Report prepared in accordance with Audit and Assurance Faculty guidance issued by the Institute of Chartered Accountants in England

and Wales.

Adjusted portfolio value – This is as defined within our loan covenant tests and comprises the gross assets less the value of all unquoted and private

equity investments.

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 3 May 2022.

AIC – Association of Investment Companies, the trade body for closed-ended Investment Companies.

AIFMD – the Alternative Investment Fund Managers Directive that requires investment vehicles 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.

Ameriprise Financial, Inc. – the ultimate owner of BMO GAM, it is a diversified financial services company and bank holding company incorporated

in Delaware, USA.

BEIS – the UK Government's Department for Business, Energy and Industrial Strategy.

BMO – was the parent company of BMO Asset Management (Holdings) PLC and the ultimate owner of BMO GAM until 8 November 2021.

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 comprise the BMO General Investment Account, BMO Junior Investment Account,

BMO Lifetime ISA, 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 NAV 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 held by the Company; the Index does not take account of operating costs; and the

Company’s strategy does not include replicating (tracking) this Index. Prior to January 2013 the benchmark was a composite of 40% FTSE All-Share

(Total Return)/60% FTSE WI World ex UK (Total Return).

Carbon intensity – this is measured in tons of CO2 equivalent (i.e. including the basket of six Kyoto Protocol gases) of Scope 1 and 2 emissions,

divided by $1 million of sales at a company level. This is aggregated to portfolio level using a weighted average (by holding).

Glossary of Terms

Other Information

106 | F&C Investment Trust PLC
Climate Action 100+ initiative – An investor-led initiative to ensure the world’s largest corporate greenhouse gas emitters take necessary action on

climate change.

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.

Columbia Threadneedle – The asset management business of Ameriprise, which now owns BMO GAM.

Cum-dividend – shares are classified as cum-dividend when the buyer of a security is entitled to receive a dividend that has been declared, but not

paid. Shares which are not cum-dividend are described as ex-dividend.

Custodian – The Custodian is JPMorgan Chase Bank. The custodian is a financial institution responsible for safeguarding, worldwide, the listed

securities and certain cash assets of the Company, as well as the income arising therefrom, through provision of custodial, settlement and

associated services.

Depositary – The Depositary is JPMorgan Europe Limited. Under AIFMD rules the Company must appoint a depositary whose duties in respect of

investments, cash and similar assets include: safekeeping; verification of ownership and valuation; and cash monitoring. Under the AIFMD rules, the

Depositary has strict liability for the loss of the Company’s financial assets in respect of which it has safe-keeping duties. The Depositary’s oversight

duties will include but are not limited to oversight of share issues/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)(x),

2(c)(xi), 17, 18 and 19 to 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).

DTRs – the Disclosure Guidance and Transparency rules issued by the FCA.

EY – The Company’s auditors, Ernst & Young LLP.

FCA – Financial Conduct Authority, the conduct regulator for financial services firms and financial markets in the UK.

FCIT – F&C Investment Trust PLC or the 'Company' and previously named Foreign & Colonial Investment Trust PLC.

FRC – Financial Reporting Council which regulates auditors, accountants and actuaries in the UK and sets the UK's Corporate Governance and

Stewardship Codes.

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 UK).

Report and Accounts 2021 | 107
Other Information

Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Hampton-Alexander Review – The independent review body which aims to increase the number of women on FTSE 350 boards.

Investment Company (Section 833) – UK Company Law allows an Investment Company to make dividend distributions out of realised distributable

reserves, even in circumstances where it has made Capital losses in any year, provided the Company’s assets remaining after payment of the

dividend exceed 150% of the liabilities. An Investment Company is defined as investing its funds in shares, land or other assets with the aim of

spreading investment risk.

Investment portfolios – sometimes referred to as strategies, the separate regional, global and Private Equity portfolios that together make up the

total investment portfolio of the Company.

Investment Trust taxation status (Section 1158) – UK Corporation Tax law allows an Investment Company (referred to in Tax law as an Investment Trust)

to be exempted from tax on its profits realised on investment transactions, provided it complies with certain rules. These are similar to the provisions

that apply to investment companies as set out 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, which is a subsidiary of BMO Asset Management (Holdings) PLC, which in turn is now wholly

owned by Columbia Threadneedle Investments and ultimately by Ameriprise Financial, Inc. Its responsibilities and fee are set out in the Business

Model, Report of the Management Engagement Committee and note 4 to the accounts.

Market capitalisation – the stock market quoted price of the Company’s shares, multiplied by the number of shares in issue excluding any Treasury

shares. If the Company’s shares trade at a discount to NAV, the market capitalisation will be lower than the NAV or higher in the event of a premium.

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-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 comply 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

Key performance IndicatorsKey Performance Indicators12

Principal RisksPrincipal risks and future prospects32

PoliciesPrincipal policies37

108 | F&C Investment Trust PLC
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.

Parker Review Committee – The independent review body which recommends each FTSE 250 company to have at least one director from an ethnic

minority background by 2024.

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.

Portfolio Return – the gross return on assets generated by the Company's portfolio of investments.

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 104, 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 when the investments are sold.

Public Documents – Financial statements, reports, circulars, press releases, analyst presentations and other documents to be issued publicly.

Science-based Targets Initiative (SBTi) – This is a partnership between Carbon Disclosure Project (CDP), the United Nations Global Compact (UNGC),

World Resources Institute (WRI) and the World Wide Fund for Nature (WWF). SBTi drives ambitious climate action in the private sector by enabling

companies to set science-based emissions reduction targets.

Section 172(1) – Section 172(1) of the Companies Act 2006 requires a director of a company to act in the way he or she 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 to 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 evidenced otherwise.

The Act – the Companies Act 2006.

Report and Accounts 2021 | 109
Strategic Report

Governance Report

Financial Report

Notice of Meeting

Other Information

Chairman’s Statement

Overview

Auditor’s Report

Other Information

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.

The Task Force on Climate-related Financial Disclosures (TCFD) – This was set up in 2015 by the Financial Stability Board (FSB) to develop voluntary,

consistent climate-related financial risk disclosures for use by companies, banks, and investors in providing information to stakeholders. BMO Financial

Group supports the TCFD and both it and BMO GAM publish reporting in line with TCFD recommendations. These disclosures are not mandatory for

investment companies.

The Transition Pathway Initiative (TPI) – A global, asset-owner led initiative which assesses companies' preparedness for the transition to a low carbon

economy.

Treasury shares – ordinary shares in issue that have been bought back from shareholders on the open market and kept in treasury by the Company.

Such shares may, at a later date, be sold 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 2018) – 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.

The United Nations-supported Principles for Responsible Investment (UNPRI) – The six Principles for Responsible Investment are a voluntary and

aspirational set of investment principles that offer a menu of possible actions for incorporating ESG issues into investment practice. In implementing

them, signatories contribute to developing a more sustainable global financial system.

Registered office:
Exchange House, Primrose Street, London EC2A 2NY

020 7628 8000 Fax: 020 7628 8188

fandcit.com

info@bmogam.com

Share 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 31 December 2021

©2022 BMO Asset Management Limited is authorised and regulated by the Financial Conduct Authority. BMO Asset Management Limited is a wholly owned subsidiary of Columbia Threadneedle Investments UK

International Limited, whose direct parent is Ameriprise Inc., a company incorporated in the United States. BMO Asset Management Limited was formerly part of BMO Financial Group and is currently using the

“BMO” mark under licence.

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.