
20
DIRECTORS’ REPORT – continued
Remuneration and Related Parties
Details in respect of the Directors’ remuneration are set
out in the Directors’ Remuneration Report on pages 22 to
25. Details of any related party transactions are detailed in
Note 19 on page 61 of the Financial Statements.
Goodhart was deemed to be a related party of the
Company by virtue of providing investment advisory
services to the Company. Transition of the portfolio
management responsibilities in respect of the Company,
from the previous position of sub-advisor, was a relevant
related party transaction which fell within UKLR 8.2.1R
(as modified by UKLR 11.5.4R). The Independent
Directors, having been so advised by Cavendish Capital
Markets Limited, considered that the related party
transaction was fair and reasonable as far as shareholders
were concerned. In providing its advice to the
Independent Directors, Cavendish Capital Markets Limited
took into account the Independent Directors’ commercial
assessment of the related party transaction.
There are no other transactions with related parties to
report since the financial year end.
Going Concern
The Company’s business activities, together with
the factors likely to affect its future development,
performance and position, are set out in the Strategic
Report on pages 3 to 17. In addition, Notes 16 and 17
on pages 58 to 61 provide details on how the Company
manages its exposure to financial risks and manages its
capital. The Company’s principal and emerging risks are
set out in the Strategic Review on pages 13 to 15. The
Directors have reviewed revenue forecasts and budgets,
and these have been stressed based on various scenarios.
The Company’s assets consist principally of a diversified
portfolio of listed equity shares, a Japanese equities fund
investment, private market investments, liquidity funds
and cash, which, with the exception of private market
investments, in most circumstances are realisable within
a short period of time and exceed its liabilities by a
significant amount.
After due consideration of the above factors, and
the information detailed in the long-term viability
statement below, the Directors have concluded that
the Company has adequate resources to continue in
operational existence for the foreseeable future, being
a period of at least 12 months from the date of the
signing of this Annual Report and Financial Statements.
For this reason, the Directors have adopted the going
concern basis in preparing the Financial Statements.
Long-term Viability Statement
The Directors have assessed the prospects of the Company
over a period longer than one year. The Board considers
that, for a company with an investment objective to
provide shareholders with an attractive real long-term
return by investing globally in undervalued asset classes,
a period of five years is an appropriate period to consider
for the purpose of the long-term viability statement.
In making its assessment the Board took comfort from
the results of a series of stress tests that considered the
impact of severe market downturn scenarios on the
Company’s financial position. The Board also considered
the following factors detailed below:
• the Company’s current financial position;
• the principal and emerging risks the Company
faces, as detailed in the Strategic Review on
pages 3 to 17 and in Note 16 on pages 58 to
60 of the Financial Statements;
• that the portfolio comprises principally of
investments traded on major global stock
markets, private markets, liquidity funds and
cash, and that there is a satisfactory spread
of investments. The maximum investment in
private markets shall not, in total, exceed 30%
of the Company’s total assets;
• that the expenses of the Company are
predictable and modest in comparison with the
assets and there are no capital commitments
foreseen which would alter that position;
• that the Company has no employees. All of the
Directors are Non-Executive and independent,
and consequently do not have any employment-
related liabilities or responsibilities; and
• that, should performance be less than the Board
considers to be acceptable, there are appropriate
rights, under the Investment Management
Delegation Agreement, to replace the Portfolio
Manager. The Board is comfortable that should the
lead portfolio manager become unavailable, for
any reason, the resources available at Goodhart
would mitigate any risk.
The Board considers that, following its assessment, there
is a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as
they fall due over the five-year period of its assessment.
Disclosure of Information to the Auditor
In accordance with section 418 (2) of the Companies
Act 2006, each Director confirms that, so far as they are
aware, there is no relevant audit information of which
the Company’s Auditor is unaware; and, each Director
has taken all the steps that they ought to have taken as
a Director of the Company in order to make themselves
aware of any relevant audit information and to establish
that the Company’s Auditor is aware of that information.
Financial Risk Management
Information about the Company’s financial risk
management is set out in Note 16 on pages 58 to 60 of
the Financial Statements.