ANNUAL REPORT
& ACCOUNTS
2024 /2025
www.clig.co.uk
City of London Investment Management Company Limited (CLIM)
has deep expertise in Emerging Markets, International investing,
Listed Private Equity, Opportunistic Value and Frontier strategies.
CLIM manages money primarily for institutional clients.
Karpus Investment Management (KIM) provides investment
strategies across all asset classes, primarily to wealth management
clients in the United States.
City of London Investment Group PLC Annual Report 2024/2025 1
CONTENTS
Overview
Financial highlights 2
At a glance 4
Strategic report
Chair’s statement 5
Investment and business review 10
Our business model 15
Our strategy and objectives 18
Key performance indicators 20
Financial review 26
Section 172 (1) Statement and Stakeholder Engagement 30
Corporate and social responsibility policy 33
Task Force on Climate-Related Financial Disclosures 36
Risk management 41
Governance
Chair’s introduction 44
Board of Directors 46
Corporate governance report 47
Nomination Committee report 53
Audit & Risk Committee report 58
Remuneration Committee report 62
Annual Report on Remuneration 64
Directors’ Remuneration Policy 74
Directors’ report 81
Statement of Directors’ responsibilities 84
Financial statements
Independent auditor’s report 86
Consolidated income statement 96
Consolidated and Company statement of comprehensive income 96
Consolidated and Company statement of financial position 97
Consolidated statement of changes in equity 98
Company statement of changes in equity 99
Consolidated and Company cash flow statement 100
Notes to the financial statements 101
Shareholder information
Notice of Annual General Meeting 129
Explanatory notes to the Notice of AGM 132
Further notes 136
Appendix: Summary of principal terms of the City of London Investment Group PLC
Long Term Incentive Plan (the “LTIP”) 139
Company information 142
Overview
Strategic report Financial statements Shareholder informationGovernanceOverview
2 City of London Investment Group PLC Annual Report 2024/2025
FINANCIAL HIGHLIGHTS
Overview
Funds under Management (FuM) of $10.8 billion at 30th June 2025. This compares with $10.2 billion
at the beginning of this financial year on 1st July 2024
Net fee income was $69.8 million (2024: $66.2 million)
Underlying profit before tax
†
was $30.8 million (2024: $27.2 million). Profit before tax was
$26.0 million (2024: $22.6 million)
Underlying earnings per share
†
were 36.7p (2024: 33.5p). Basic earnings per share were 30.9p
(2024: 27.8p) after an effective tax charge of 24% (2024: 24%) of profit before taxation
Recommended final dividend of 22p per share (2024: 22p) payable on 6th November 2025 to
shareholders on the register on 26th September 2025, making a total for the year of 33p (2024: 33p)
Funds under Management $bn
As at period ended:
Average FuM*:
* Calculated using average monthly FuM.
11.4
9.2
9.4
10.2
10.8
June 2021 June 2022 June 2023 June 2024
June 2025
City of London Investment Group PLC Annual Report 2024/2025 3
* Comparative period results have been restated to US dollars
using the average exchange rates in the relevant period.
† This is an Alternative Performance Measure (APM).
Please refer to page 26 for details of APMs.
Strategic report Financial statements Shareholder informationGovernanceOverview
13.4
27.0
13.9
27.2
18.1
36.5
17.3
33.5
22.0
33.0
22.0
33.0
15.2
14.4
30.2
27.8
33.6
33.6
65.5
66.2
11.1
11.5
22.1
22.6
16.0
37.1
19.7
44.2
15.4
36.9
36.8
77.4
41.1
18.4
12.4
18.5
11.0
11.1
13.4
26.0
12.6
11.7
40.6
31.9
32.6
34.5
35.3
29.9
Net fee income $m
Profit before tax $m
21.7
21.5
15.0
13.4
16.2
30.9
14.7
17.7
21.4
21.1
13.6
14.8
Underlying profit before tax
†
$m
Basic earnings per share
†
pence
24.3
24.5
18.4
23.8
Underlying earnings per share
†
pence
39.4
30.1
30.9
71.0
36.2
48.1
22.0 22.0
13.5
11.0 11.0
13.3
15.6
30.8
15.2
16.2
18.9
36.7
17.8
11.0
22.0
33.0
11.0
11.0
Dividends paid and proposed per share pence
33.0
46.5
Special
Final
Interim
$69.8m
30.9p
21.2
18.2
38.4
35.1
22.1
44.9
33.9
22.8
17.2
16.9
21.1
40.1
19.0
19.1
Basic earnings per share cents
53.0
40.1¢
36.7p
69.8
33.0p
$26.0m
$30.8m
June
2021*
June
2022*
June
2023*
June
2024
June
2025
June
2021
June
2022
June
2023
June
2024
June
2025
June
2021*
June
2022*
June
2023*
June
2024
June
2025
June
2021
June
2022
June
2023
June
2024
June
2025
June
2021*
June
2022*
June
2023*
June
2024
June
2025
June
2021*
June
2022*
June
2023*
June
2024
June
2025
June
2021
June
2022
June
2023
June
2024
June
2025
First half year
Second half year
AT A GLANCE
Overview
4 City of London Investment Group PLC Annual Report 2024/2025
Investment Management Company Limited
Karpus Investment Management (KIM) provides
investment strategies across all asset classes,
primarily to wealth management clients in the
United States.
City of London Investment Management Company
Limited (CLIM) has deep expertise in Emerging
Markets, International investing, Listed Private Equity,
Opportunistic Value and Frontier strategies. CLIM
manages money primarily for institutional clients.
City of London Investment Group PLC (CLIG) is an established asset
management group listed on the London Stock Exchange, consisting
of two wholly owned subsidiaries, City of London Investment Management
Company Limited and Karpus Investment Management.
CLIG
$10.8b FuM
$6.8b FuM $4.0b FuM
CLIM KIM
City of London Investment Group PLC Annual Report 2024/2025 5
CHAIR’S STATEMENT
Strategic report
“The future depends on what
you do today”
Mahatma Gandhi
You wait ages for a bus and then three
turn up at the same time. In 2025, our
teams’ preparation and positioning paid
off as Closed-End Funds (CEF) discounts
narrowed, there was a renewed interest in
international and emerging markets, and
many currencies strengthened against the
dollar. The final positive contributor was
success in our corporate governance efforts
as CEF Boards worked with us and acted
to reduce discounts.
It was a good year for CLIG, led by the
success and talent of our investment
teams who generated substantial gains
and outperformed their benchmarks for
our clients.
CLIG is an investment-led company with
an integrated global investment team
focused on building diversified portfolios
of high quality, but discounted and often
misunderstood securities, including CEFs.
By concentrating on niche and
underfollowed securities, we aim to exploit
persistent market inefficiencies that often
go unnoticed by others. Our investment
approach is research-driven, combining
quantitative techniques with in-depth
qualitative analysis. Our global presence
enables a continuous investment process
that capitalises on opportunities around
the clock. Our day begins in Singapore,
where our team identifies dislocations in
Asian markets while many competitors are
asleep. The portfolio is then handed over
to our London team, which focuses on
opportunities in the UK and European
markets. Finally, the US team takes over,
continuing the cycle across North
American markets. This seamless global
collaboration enhances diversification and
ensures we are positioned to act swiftly to
capitalise on dislocations and evolving
market dynamics.
Well-resourced teams, a stable
environment, consistent processes –
and no stars
Throughout my career, I’ve learned the
value of a contrarian and supportive
mindset in managing investment teams.
Many managers are procyclical, spending
more in good times and slashing budgets
in downturns. To avoid this, CLIG
maintains a conservative balance sheet
with substantial cash and no debt.
Discounts in CEFs are often widest in
hard times. It is essential that we support
our teams and lend a hand, but
particularly so when markets are down.
This calm and methodical orientation is
key to our investment teams having the
composure to invest with conviction when
opportunities present themselves. CLIG
remains focused on empowering and
equipping our teams and providing a
stable environment to allow them to
execute consistently for our clients.
“Teamwork, preparation and patience:
our key focus is on performing for our clients.
When our clients win, we all win.”
Rian Dartnell Chair
Overview Financial statements Shareholder informationGovernanceStrategic report
+9.6% Underlying EPS
Underlying* earnings per share for CLIG were
higher by 9.6% at 36.7p (2024: 33.5p).
+5.6% FuM
FuM as of 30th June 2025 rose by 5.6%
to $10.8 billion (2024: $10.2 billion).
1.21 Dividend cover
Rolling five-year dividend cover based on
underlying* profits is 1.21 (2024: 1.24).
11.3% Total return
CLIG’s total return since 2006 is an
annualised return of 11.3%.
520.1p
†
Total dividend
Since listing, CLIG has distributed total
dividends of 520.1p
†
per share.
* Refer to page 26 for the financial review.
† Includes proposed dividend of 22p.
6 City of London Investment Group PLC Annual Report 2024/2025
Our desire to learn and grow leads us to
innovate and expand our expertise as we
have for more than three decades.
For CLIM, our roots are in Emerging
Markets, but today we manage large
mandates in International, Listed
Private Equity and Opportunistic
Value on behalf of predominantly
US institutional clients.
At KIM, we have an array of strong
offerings including Growth and
Conservative Balanced, Taxable and
Tax-sensitive Fixed Income, Cash
Management and Equities. Together
CLIM provides compelling offerings for
our clients to compound their capital in
equity markets and KIM provides chiefly
lower risk offerings ideally suited to its
private client base. We carefully monitor
our capacity constrained investment
products and know that our long-term
performance for clients is our central
purpose. Rest assured we will maintain
stability of assets with a strict view on
our ability to outperform.
Happy fifth anniversary! Our dream
merger with Karpus Investment
Management
Before delving into developments at your
Company over the past year, I would like
to celebrate our five-year anniversary of
merging with Karpus Investment
Management. By combining, CLIG
gained an excellent business, a talented
new team with complementary skills,
all contributing strong cash flows,
greater stability, diversification and
new learnings.
George Karpus had a dream as an
entrepreneur and in 1986 embarked on
his lifetime’s passion. In 1991, City of
London Investment Group was
established. Our teams pursued and
fulfilled their dreams – growing the firms
and providing strong returns for clients.
Five years into our relationship, I can say
with confidence that our CLIM and
KIM merger made good sense and added
considerable expertise and value to
CLIG. We draw confidence from this
successful integration.*
During the year, Mike Edmonds was
appointed Chief Investment Officer of
CLIM. A highly accomplished investor
and City of London veteran, Mike first
began his career with the Group in 1992.
He brings deep investment expertise,
creativity, and an engaging intellectual
curiosity – qualities that complement his
strong collaborative relationships across
our Investment, Research, and
Macroeconomic groups. The team is
energised with a renewed sense of
purpose – using new tools and greater
outreach to improve investment processes
and challenging old practices to find
better ones. Dan Lippincott, Chief
Investment Officer at KIM, continues to
work very productively with his team
and morale is high, boosted by strong
performance.
Environmental, Social and Governance
Your Board continues to be committed
to the highest standards in
environmental, social and governance
matters. The Group continues to
implement a carbon offset program to
address our impact related to travel and
other activities. We continually balance
the interests of our clients, employees
and shareholders and seek to improve
and grow the Company.
Diversity, equity and inclusion continue
to be emphasised across the Group.
All employees attend regular monthly
training programs to prepare and remind
them of their role in protecting our
technology, with an elevated focus on
cybersecurity.
The Group continues to be strongly
committed to regular workforce
engagement events. These sessions
ensure the Non-Executive Directors
(NEDs) maintain a good understanding
of the many elements at play in the
Group as well as the teams and
individuals working to grow and improve
the business. Workforce engagement with
the Board has been more frequent over
the past six months as we increased
focus on growth initiatives as well as
streamlining for efficiency gains.
CHAIR’S STATEMENT
CONTINUED
Strategic report
* Paragraph revised on 22nd September 2025.
City of London Investment Group PLC Annual Report 2024/2025 7
Broadening leadership,
stimulating engagement and
empowering our teams
A fresh start is energising our teams.
There’s a renewed sense of purpose
and momentum is building. We are
challenging old methods to find
greater efficiencies.
“The measure of intelligence is
the ability to change” Albert Einstein
We are broadening our management
structure with more members of our
subsidiary Boards at CLIM and KIM and
underlining the importance of robust
debate and engagement in CLIM and
KIM Operating Committees. Innovation
and adaptability to change are more
important than ever and this happens
best from the grass roots.
Your management and the Board have
embarked upon a review of our business
practices to identify more areas of
efficiencies and to ensure we are
improving with the latest techniques
available. We are giving our teams greater
say in designing workflows and pushing
decision making to the “coal-face”
where more informed decisions can be
made – more management by objective
and more trust. We are confident in
our excellent teams and feel greater
autonomy will unleash creativity and
enhance engagement. This will allow
teams to spend even more of their
time and resources on our core
functions: investment management
and client services.
Your Board
Your Board is operating well and is
keenly focused on providing the
necessary elements to support CLIG
for continued success.
I began my role as Chairman in October
2023. One of my first activities was to
work with our Nomination Committee to
identify an excellent addition to our Board.
Sarah Ing joined us a few months later
and became Chair of the Remuneration
Committee at the end of 2024. Peter
Roth, who joined in 2019, continues his
excellent work as Senior Independent
Director as well as Chair of the Audit
and Risk Committee. Peter is deeply
committed to the Group’s success and
he was particularly hard-working and
effective this year. Finally, we were
pleased to identify Ben Stocks and
welcome him to our Board in April
2025 and appoint him as Chair of our
Nomination Committee in July. Ben hit
the ground running and is already
making important contributions.
The Board is currently well-balanced with
members possessing a good mix of skills
and perspectives. We will also begin a
search for another NED to add diversity
and longevity to the Board. We expect to
appoint this new NED after our new
CEO joins.
Having completed my second year as
Chairman, I am standing for another
year to complete a three-year term.
Our largest shareholders, including our
Control Shareholder Group, requested
that I continue to serve as Chairman,
particularly in this period in which we
are selecting a new CEO. In July, Tom
Griffith became a Senior Advisor and
stepped down from his role as CEO.
On behalf of our employees and the
Board, I would like to thank Tom for
his dedication to the Group. He remains
a cherished friend of the firm and the
team looks forward to maintaining a
close relationship with Tom in the
years to come.
Our activities to identify our new
CEO are advancing well and we have
considerable interest from candidates for
this exciting role. We are seeking a leader
who shares our investment philosophy
and passion for supporting our teams to
deliver outstanding results for our clients.
The ideal candidate will bring an
investor’s mindset, a “can-do” and
empowering management style, and the
drive and commercial acumen to propel
our firm to the next level.
Overview Financial statements Shareholder informationGovernanceStrategic report
CHAIR’S STATEMENT
CONTINUED
8 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
Dividend
CLIG went public in 2006 at a price of
184.6p per share and your Company
paid its first dividend of 8.6p per share in
January 2007. It is gratifying to note that
we have raised the dividend eight times
to its current 33p per share. Since our
listing, we have distributed back to
shareholders a total of 520.1p
† per share
in dividends or 2.8 times our original
2006 share price.
We recommend a maintained final
dividend of 22p per share, payable as of
6th November 2025 for shareholders of
record on 26th September 2025. Subject to
shareholder approval, our annual dividend,
including the 11p per share of interim
dividend paid in April 2025 will therefore
total 33p per share (2024: 33p), providing
an attractive yield for our shareholders.
We are maintaining our dividend policy of
targeting a 1.2 times dividend cover over a
rolling five-year period. The current
dividend cover is 1.21 times over five years.
We continue to believe that the existing
policy will serve the Group well; it has
provided a useful structure and discipline
for many years. Please refer to Figure 1
for CLIG’s dividend history and our
website at
https://clig.com/dividend-
cover/
for the dividend cover chart, which
provides a template for determining cover
based on a number of variables.
CLIG remains debt-free and had cash
balances of $35.5 million as of 30th June
2025 (2024: $33.7 million) with the final
dividend of 22p per share (c.$14.8
million) to be paid in November 2025.
After the dividend is paid, we will
continue to have over $20 million of
cash on our balance sheet.
Shareholder engagement
We continue to pursue a transparent
dialogue with our shareholders. We plan
to continue periodic programs with
Investor Meet Company as we have
found the platform and format to be
an efficient and productive way to
engage with shareholders and prospects.
I am pleased to report that relations with
our Control Shareholder Group have been
very constructive and helpful to the
Group. We welcome the engagement with
all shareholders and find we learn a great
deal through these dialogues.
Share Price KPI
CLIG targets a total return (share price
plus dividends) to compound annually in
a range of 7.5% to 12.5% over a five-year
period. For the five years ended 30th June
2025, the total return was 36.9%, or
6.5% annualised (source, Bloomberg).
The environment for UK-listed asset
managers has been negative for the past
few years for a number of reasons and
resulted in a de-rating of our shares while
our dividends have been consistent,
including periodic special dividends.
We are more optimistic that the
continued shift of investor interest
outside of the United States will boost
profitability and that investors will take
note of our growth in FuM, profits as
well as our increased focus on efficiency.
I also note that the 30th June 2025 share
price of £3.46 per share (being the end-
date for the reference price) marked a
weak moment for CLIG shares. From
30th June to 31st August 2025, the shares
have risen 13%, putting CLIG’s share
price return at over 9% p.a. for the five-
plus years. CLIG’s total return since
listing in April 2006 is an annualised
return of 11.3%.
Figure 2. CLIG’s total return since listing
in April 2006 v/s UK Small Cap indices
(annualised)
Total return
since 2006
CLIG LN 11.3%
SMX = FTSE Small Cap Index 7.1%
SMXX = FTSE Small Cap
ex Inv Trusts 6.0%
ASX= FTSE ALL Share Index 6.1%
Source: Bloomberg
Figure 1. Dividend history
Pence per share Dividend cover* Pence per share
Total
Special (inc. special
FY Interim Final Total 1yr Rolling 5yr dividend dividend)
2005-06 8.6 – 8.6 1.48 n/a 8.6
2006-07 3.0 7.0 10.0 1.99 n/a 10.0
2007-08 6.0 13.5 19.5 1.51 n/a 19.5
2008-09 5.0 10.0 15.0 1.05 n/a 15.0
2009-10 7.0 15.0 22.0 1.28 1.46 22.0
2010-11 8.0 16.0 24.0 1.44 1.45 24.0
2011-12 8.0 16.0 24.0 1.40 1.34 24.0
2012-13 8.0 16.0 24.0 1.04 1.24 24.0
2013-14 8.0 16.0 24.0 0.87 1.24 24.0
2014-15 8.0 16.0 24.0 1.10 1.17 24.0
2015-16 8.0 16.0 24.0 0.96 1.07 24.0
2016-17 8.0 17.0 25.0 1.46 1.09 25.0
2017-18 9.0 18.0 27.0 1.47 1.17 27.0
2018-19 9.0 18.0 27.0 1.30 1.26 13.5 40.5
2019-20 10.0 20.0 30.0 1.28 1.29 30.0
2020-21 11.0 22.0 33.0 1.46 1.39 33.0
2021-22 11.0 22.0 33.0 1.35 1.37 13.5 46.5
2022-23 11.0 22.0 33.0 1.11 1.30 33.0
2023-24 11.0 22.0 33.0 1.01 1.24 33.0
2024-25 11.0 22.0 33.0 1.12 1.21 33.0
Total dividend 520.1
Proposed dividend *Excluding special dividends Source: CLIG
† Includes proposed dividend of 22p.
City of London Investment Group PLC Annual Report 2024/2025 9
Overview Financial statements Shareholder informationGovernanceStrategic report
Outlook
Interest in markets outside the United
States returned in force in 2025 and seems
set to continue as investors seek out
relative value given large segments of the
US market appear stretched. This should
serve the Group extremely well as
Emerging Markets ($3.7 billion) and
International ($2.5 billion) remain our
largest areas and make up over 57% of
client assets. At KIM, the focus on fixed
income products and balanced portfolios
provides a useful balance to our more
volatile equity strategies at CLIM.
Our teams truly have the “Right to Win”
with highly talented and well-resourced
teams, strong track records and dedicated
operating and client-servicing teams. I am
confident our investment teams are the
best in CLIG’s history. It is heartening to
observe client wins and new flows into our
strategies, but disappointing to see net
outflows, particularly in the first half of
the financial year. We are focused on client
retention and more optimistic that our
healthy pipeline will improve flows.
Annual General Meeting (AGM)
Our Annual General Meeting will take
place on Monday, 27th October 2025 at
77 Gracechurch Street, London EC3V
0AS. This year, we will have a session
preceding the AGM in which our Chief
Investment Officers from CLIM and KIM
and members of our Investment Team will
present their views and outlook. It is sure
to be an interesting update and a good
opportunity for you to meet members of
our investment team. You are warmly
invited and we hope to meet you there.
Conclusion
Over the past year, your team successfully
capitalised on market opportunities by
staying true to its team-based approach
and disciplined investment process. These
efforts resulted in a period of strong
performance for our clients. Success
generates its own momentum and with the
Board’s commitment to empowering and
supporting employees, we are laying the
groundwork to propel CLIG to the next
phase of success.
Teamwork, preparation and patience: our
key focus is on performing for our clients.
When our clients win, we all win.
I want to thank our colleagues at CLIG
for their focus and dedication. We thank
you, our shareholders, for your continued
confidence in CLIG.
Sincerely yours,
Rian Dartnell
Chairman of the Board
15th September 2025
INVESTMENT AND BUSINESS REVIEW
10 City of London Investment Group PLC Annual Report 2024/2025
Investment Management Performance
It was broadly a favourable environment for CLIM’s investment strategies from a
performance perspective and all strategies ended the year ahead of their benchmarks
as the table below demonstrates.
Figure 1: CLIM strategies Performance Benchmark Difference
Emerging Markets +20.3% +14.8% +550bps
International Equity +22.7% +17.7% +500bps
Opportunistic Value +17.5% +12.8% +470bps
Listed Private Equity +16.6% +8.0% +860bps
*The above returns are presented as net of fees performance figures. The CLIM Global Emerging
Markets Strategy is shown against the S&P Emerging Frontier Super Composite BMI Net TR Index,
the CLIM Global Developed CEF International Equity Strategy is shown against the MSCI ACWI
ex-US Net TR Index, the CLIM Opportunistic Value Strategy is shown against the Blended 50/50
MSCI AWCI/Bloomberg Global Aggregate Bond Index, and the CLIM Listed Private Equity
Strategy is compared to an 8% annual hurdle rate. Data is as of 30th June 2025. Past performance
is no guarantee of future results.
Peer group rankings for our strategies demonstrate that all remain in either the first or
second quartile for the most recent five-year periods. We expect this will put us in a
strong position to grow as investor appetite for our areas of focus increase.
Strategic report
Market overview
The past year represented another risk-on
phase of market action. Equity markets
globally continued to post stellar returns
as many markets set new all-time highs.
This represented a broadening out of
performance as investors began to diversify
away from their seemingly sole focus on
the “Magnificent Seven” mega cap
companies and the US information
technology sector. Artificial intelligence
continued to be a major market theme but
the focus widened to include emerging
markets beneficiaries as well as companies
that will benefit from the massive amounts
of energy and other natural resources that
will be required to fully implement its use
in the global economy.
The MSCI ACWI Index, a proxy for
global markets, returned 16.7% on a total
return basis in US dollar terms. European
markets outperformed, rising 19.1%, led
by the financial sector as interest rates fell
while aerospace and defence companies in
particular benefited from Germany’s
decision to loosen its fiscal constraints and
commit to more military spending.
That is not to say that it was all smooth
sailing. In the second half of 2024,
equities were boosted by three rate cuts by
the US Federal Reserve and euphoria over
the election of Donald Trump for a second
term as US President in what was assumed
to be a relatively strong mandate for a
business-friendly agenda. However, there
were early signs of policy doubts by
February which became panic stricken in
April following President Trump’s
announcement of “Liberation Day” tariffs.
Equities swooned before climbing the
proverbial wall of worry for the rest of the
first half as deals were cut and the initial
headline tariff rates reduced to more
palatable, albeit decades high, levels.
Fixed income markets were equally volatile
with the US 10 Year Treasury yield
oscillating between a high of 4.8% and a
low of 3.6% as concerns about inflation
levels, economic activity, Federal Reserve
independence and US debt levels caused
bouts of panic and gloom in fairly equal
measure. In the end, the yield ended the
period at 4.2%, only a shade lower than
the level it entered the year at 4.4%. The
Bloomberg Global Aggregate Index rose
8.9% in US dollar terms. Credit markets
were also largely benign and supportive of
equity performance as spreads tightened,
reflected in a 13.0% gain in the
Bloomberg Global High Yield Index.
The dollar weakened significantly over the
year, in particular against the Euro, which
gained more than 10%. This represented a
sea change in sentiment which could
underpin international diversification in
the years ahead if the trend reversal
continues. Gold (+42%) and Bitcoin
(+74%) also benefited from dollar
weakness indicating an investor preference
for alternative, non-fiat currency assets.
Looking ahead, investor focus will likely
remain on the Trump administration’s
policies and how these impact the global
economy and the new world order.
Dramatic and impactful changes are
occurring with trade, resource and
industrial policy at the forefront. Interest
rate trends, trade negotiations, and
geopolitical pressure points will all likely
capture headlines in the year ahead. While
risks will always persist, the broadening
out of asset class performance indicates
strong underpinnings for the recent bull
market and should support further gains.
However, the uncertain and ever-changing
environment underlines the importance of
active management in navigating an
increasingly complex global landscape.
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 11
Figure 2: KIM strategies Performance Benchmark Difference
Growth Balanced +12.7% +12.2% +55bps
Conservative Balanced +9.2% +10.1% -87bps
Tax-Sensitive Fixed Income +3.2% +1.1% +207bps
Taxable Fixed Income +7.4% +5.9% +150bps
Cash Management +6.0% +5.7% +29bps
Equities +16.8% +16.3% +46bps
*The KIM Fixed Income Strategy is shown against the Bloomberg Government/Credit Bond Index, the
KIM Tax-Sensitive Fixed Income Strategy is shown against the Bloomberg Municipal Bond Index, the
KIM Growth Balanced Strategy is shown against the Blended 40% Bloomberg Government/Credit Bond
Index/39% Russell 3000 Index/21% MSCI ACWI ex USA Net TR Index. The KIM Conservative
Balanced Strategy is shown against the Blended 60% Bloomberg Government/Credit Bond Index/26%
Russell 3000 Index/14% MSCI ACWI ex USA Net TR Index. The KIM Equities Strategy is shown
against the Blended 65% Russell 3000 Index/35% MSCI ACWI ex USA Net TR Index. The KIM Cash
Management Strategy is shown against the ICE BofA 1-3 Year US Treasury Index.
Firstly, our strategies have benefited from
an improved environment for corporate
governance. The last few years since 2022
have been characterised by a period of
wide discounts among the universe of
closed-end funds (CEFs) in which CLIM
primarily sources investments. This has
been particularly pronounced in the UK
market where outflows from institutional
and retail investors alike had resulted in
depressed ratings. Such ratings allowed
CLIM to accumulate positions at deeply
valued price points and to work with
Boards to take measures to address
discounts. Among other factors, these
engagements helped provide the catalyst
for broad-based actions by Boards to
narrow discounts on funds held in
portfolios. Such event-driven actions
included elevated levels of share
buybacks, tender offers, mergers,
restructurings and, in extreme cases,
outright liquidations. CLIM’s strategies
benefited accordingly.
Secondly, heightened market volatility,
particularly since the election of President
Trump in late 2024, has provided
additional opportunities to benefit from
discount volatility, as well as market
rotation, as countries, sectors, size and
style factors came in and out of favour.
Lastly, outperformance by non-US equities
over the last twelve months, after more
than a decade of dominance by US stocks,
brought new buyers to our largest areas of
underlying focus, namely International
Equity and Emerging Markets (EM).
The International Equity strategy
benefited from increased demand,
especially for European and UK large cap
exposure as well as international mid
and small cap exposure.
Conversely, in addition to the factors
already highlighted, the EM strategy was
meaningfully aided by its allocation to
South Korean holding companies which
outperformed following the Government’s
proposed Corporate Value Up program
designed to address the “Korea Discount”
by promoting capital efficiency,
transparent governance and increased
shareholder returns.
Likewise, KIM’s main strategies performed
well over the trailing twelve months.
The primary contributor to outperformance
over the past year has been a modest
narrowing of discounts across fixed income
and equity CEFs. Performance was further
enhanced by substantial tender offers
executed near net asset value and notable
distribution increases among several major
holdings.
Special Purpose Acquisition Companies,
during their pre-acquisition phase,
continue to serve as effective alternatives to
T-bills and money market funds within
our Cash Management and Fixed Income
strategies. While short-term performance
remains important, KIM’s long-term track
record is particularly strong, especially in
fixed income. Over the past five years, the
Taxable Fixed Income and Tax-Sensitive
Fixed Income strategies have exceeded
their respective benchmarks by 6.6%
and 3.7% per annum.
Strategic report
INVESTMENT AND BUSINESS REVIEW
CONTINUED
12 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
CLIM
The Emerging Markets CEF strategy utilises CEFs to provide
exposure to global emerging markets.
The International Equity CEF strategy utilises CEFs to provide
exposure to global developed markets (excluding US).
The Opportunistic Value CEF strategy provides exposure to a
variety of asset classes via CEFs with a go anywhere approach.
Both taxable and tax-exempt products are available.
The Listed Private Equity strategy utilises our experience with
CEFs to provide exposure to private equity globally.
The Frontier Emerging Markets CEF strategy is an extension
of the EM equity product focusing on the smallest or pre-
emerging markets with high growth potential.
The Global Equity CEF strategy utilises CEFs to provide
exposure to global developed markets (including US).
KIM
The Conservative Balanced and Growth Balanced strategies
utilise a combination of CEFs and other securities, providing
exposure to fixed income and equities in US and global markets.
The Tax-sensitive fixed income strategy utilises a combination
of CEFs and other securities, providing exposure to US
tax-exempt fixed income.
The Taxable fixed income strategy utilises a combination of
CEFs and other securities, providing exposure to US taxable
fixed income.
The Equity strategy utilises a combination of CEFs and other
securities, providing exposure to US and global equity markets.
The Cash Management strategy utilises
a combination of CEFs and other securities providing exposure
to US short-term fixed income.
STRATEGIES
Figure 3. CLIG – FuM by line of business
30 June 2022 30 June 2023 30 June 2024 30 June 2025
% of % of
% of % of
% of % of
% of % of
CLIM CLI
G
CLIM CLIG CLIM CLIG CLIM CLIG
CLIM $m total total $m total total $m total total $m total total
Emerging Markets 3,703 64% 40% 3,580 61% 38% 3,394 53% 33% 3,674 54% 34%
International Equity 1,812 32% 20% 1,983 34% 21% 2,394 38% 23% 2,486 36% 23%
Opportunistic Value 193 3% 2% 244 4% 3% 251 4% 3% 309 5% 3%
Listed Private Equity* – 0% 0% – 0% 0% 174 3% 2% 218 3% 2%
Other** 83 1% 1% 97 1% 1% 104 2% 1% 150 2% 1%
CLIM total 5,791 100% 63% 5,904 100% 63% 6,317 100% 62% 6,837 100% 63%
30 June 2022 30 June 2023 30 June 2024 30 June 2025
% of % of
% of % of
% of % of
% of % of
KIM CLIG KIM CLIG KIM CLIG KIM CLIG
KIM*** $m total total $m total total $m total total $m total total
Growth Balanced 1,260 37% 14% 1,266 36% 13% 1,426 36% 14% 1,419 36% 13%
Conservative Balanced 1,080 32% 12% 1,085 31% 12% 1,103 28% 11% 1,143 29% 10%
Tax-Sensitive
Fixed Income 389 11% 4% 405 11% 4% 693 18% 6% 528 13% 5%
Taxable Fixed Income 578 17% 6% 586 17% 6% 501 13% 5% 707 18% 7%
Cash Management 43 1% 0% 96 3% 1% 108 3% 1% 101 2% 1%
Equities 83 2% 1% 82 2% 1% 93 2% 1% 79 2% 1%
KIM total 3,433 100% 37% 3,520 100% 37% 3,924 100% 38% 3,977 100% 37%
CLIG total 9,224 100% 9,424 100% 10,241 100% 10,814 100%
* The Listed Private Equity strategy is to buy high quality private equity funds at discounts in CEF structures traded in listed markets. It was recategorised from
Emerging Markets during the year, and the recategorisation of existing client assets is not reflected in the Net Flows column for either strategy.
** Includes Frontier and alternatives.
*** KIM’s FuM has been recategorised into underlying strategies.
FuM figures are rounded.
As outlined on the previous page CLIM and KIM’s strategies continue to perform strongly and demonstrate a “right to win” when
competing for new business. Later in this report (pages 21 and 22), we provide the peer group rankings for our strategies which
demonstrate that all remain in either the first or second quartile for the most recent five-year periods. We expect this will put us in
a strong position to grow as investor appetite for our areas of focus increase.
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 13
Strategic report
Funds under Management (FuM) were
$10.8 billion as at 30th June 2025, an
increase of 5.6% as compared to $10.2
billion as at 30th June 2024.
Net outflows were weighted more heavily
to the first half of the financial year when
macroeconomic uncertainty rattled
markets. The second half withdrawals were
characterised by some profit-taking after
very strong performance by our
investment teams. This was particularly
true in the International Equity and
EM strategies which saw net outflows
of $387 million and $372 million
respectively. The Growth and Conservative
Balanced strategies (a combination of
equity and fixed income) saw net outflows
of $241 million over this period, due
primarily to client retirement cash needs.
Net investment outflows totaled $974
million across the Group during the
financial year.
New mandates included $60 million in
the Listed Private Equity (LPE) strategy
and $70 million in the EM strategy, with
another $46 million mandate confirmed
for August 2025 funding. Net inflows of
circa $84 million combined across the
Opportunistic Value, LPE, alternatives
and Taxable Fixed Income strategies were
also recorded.
Persistent discount volatility and strong
outperformance of the Group’s strategies
continue to be the focus of marketing
efforts with allocators.
Figure 4: Flows
A breakdown of FuM by strategy is as follows:
FuM ($ million)
Market &
investment
Jun-24 Inflows Outflows Net Flows performance Jun-25
CLIM
Emerging Markets 3,394 91 (463) (372) 652 3,674
International Equity 2,394 122 (509) (387) 479 2,486
Opportunistic Value 251 26 – 26 32 309
Listed Private Equity* 174 60 (50) 10 34 218
Other** 104 40 – 40 6 150
CLIM total 6,317 339 (1,022) (683) 1,203 6,837
KIM***
Growth Balanced 1,426 36 (174) (138) 131 1,419
Conservative Balanced 1,103 45 (148) (103) 143 1,143
Tax-Sensitive Fixed Income 693 87 (108) (21) (144) 528
Taxable Fixed Income 501 58 (50) 8 198 707
Cash Management 108 10 (24) (14) 7 101
Equities 93 3 (26) (23) 9 79
KIM total 3,924 239 (530) (291) 344 3,977
CLIG total 10,241 578 (1,552) (974) 1,547 10,814
* The Listed Private Equity strategy is to buy high quality private equity funds at discounts in CEF structures traded in listed markets. It was recategorised from
Emerging Markets during the year, and the recategorisation of existing client assets is not reflected in the Net Flows column for either strategy.
** Includes Frontier and alternatives.
*** KIM’s FuM has been recategorised into underlying strategies.
FuM figures are rounded.
INVESTMENT AND BUSINESS REVIEW
CONTINUED
14 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
Figure 5: Net investment flows ($ million)
FY 2022 FY 2023 FY 2024 FY 2025
CLIM
Emerging Markets (316) (206) (424)
(372)
International Equity 453 (51) 153
(387)
Opportunistic Value 1 35 (33)
26
Listed Private Equity* – – –
10
Other** 74 (6) (12) 40
CLIM total 212 (228) (316) (683)
KIM***
Growth Balanced (37) (129) (56)
(138)
Conservative Balanced (49) (53) (50)
(103)
Tax-Sensitive Fixed Income 105 36 89
(21)
Taxable Fixed Income (119) (3) 5
8
Cash Management (4) 31 8
(14)
Equities (6) (11) – (23)
KIM total (110) (129) (4) (291)
CLIG total 102 (357) (320) (974)
* The Listed Private Equity strategy is to buy high quality private equity funds at discounts in CEF structures traded in listed markets. It was recategorised from
Emerging Markets during the year, and the recategorisation of existing client assets is not reflected in the Net Flows column for either strategy.
** Includes Frontier and alternatives.
*** KIM’s FuM has been recategorised into underlying strategies.
FuM figures are rounded.
Overview Financial statements Shareholder informationGovernance
OUR BUSINESS MODEL
While we remain both proud and protective of our ‘boutique’ status, we seek to meet client needs across a suite of products anchored
by our core expertise in the global universe of CEFs.
City of London Investment Group PLC Annual Report 2024/2025 15
Strategic report
We discourage the cult of the individual or ‘star’ fund manager, believing that the risks associated with a star culture are
detrimental to both shareholders and clients.
Strategic report
• Emerging Markets
• International Equity (excluding US)
• Opportunistic Value
• Listed Private Equity
• Frontier
• Global Equity (including US)
• Growth Balanced
• Conservative Balanced
• Tax-Sensitive Fixed Income
• Taxable Fixed Income
• Cash Management
•
Equities
CLIM (INSTITUTIONAL FOCUS)
KIM (HIGH NET WORTH 'HNW' FOCUS)
• Average tenure of 13 portfolio managers is 17 years • Average tenure of 7 portfolio managers is 16 years
CLIM (INSTITUTIONAL FOCUS)
KIM (HNW FOCUS)
CLIG is an established asset management group listed on the London Stock
Exchange, consisting of two wholly owned subsidiaries that invest primarily
in closed-end funds for the benefit of their respective clients.
Profits, margins and costs are carefully managed to provide our shareholders
with sustainable dividends and employees with appropriate remuneration.
We are very risk-averse.
OUR BUSINESS MODEL
CONTINUED
16 City of London Investment Group PLC Annual Report 2024/2025
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•
Understand structure, fund features
and discount catalysts
•
Evaluate current discount versus
discount trading range
•
Actively engage with Boards
on governance issues
•
Macro team analyse
macro-economic and market
data to provide ranking
•
Inputs from third party macro
providers also considered
•
Discount value modifies
allocation guardrails
•
Meet with CEF managers regardless of value opportunity
•
Focus on Process, People, Performance and Positioning
•
Analyse risk control and risk/return profile
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MIDNIGHT
MIDDAY
UK/US
IM Meeting
Plus:
• Emails • Blogs • Intranet • Video Conference
US/Singapore
Ad hoc Review
Singapore/UK
IM Meeting
Weekly
Video Conference
on Monday
(All offices attend)
CLIM utilises a team-based approach to investment management across our suite
of active strategies. Our experienced and deeply tenured investment team utilise a
combination of quantitative and qualitative tools to make subjective judgements on
undervalued securities and to construct portfolios to take advantage of pricing
anomalies at the security, market and asset class level.
CLIM’S INVESTMENT PROCESS
CLIM’S COMPETITIVE ADVANTAGE
Our process employs an array of
proprietary tools for analysing and
identifying value. These quantitative tools
supplement both macroeconomic analysis
and over thirty years of trading expertise.
This process has delivered long-term
relative outperformance combined with
low volatility relative to our clients’
benchmarks through both bull and
bear markets.
We believe that our approach and
philosophy differs significantly from our
peers. Our investment process identifies
opportunities to capture pricing anomalies
in securities trading at a discount to their
net asset value. Our resolute focus is on
generating consistent investment
performance – over time and through
economic cycles within a controlled
risk environment.
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 17
Top-down analysis
Global macroeconomic analysis / country, region
and sector analysis / Inflation, interest rates, GDP /
asset allocation targets
Bottom-up analysis
Individual security assessment / Fundamentals
Quantitative
and
qualitative
research
Ongoing
portfolio
monitoring
Select securities
with attractive
risk-adjusted
return potential
Portfolio
construction
Strategic report
KIM has been an active investment manager since its inception in 1986. With the focus
of managing risk, our Investment Committee formulates our economic overview by
reviewing the economic cycle, analysing historical valuations, analysing growth and
policy prospects, and analysing liquidity and economic momentum.
KIM’S INVESTMENT PROCESS
KIM’S COMPETITIVE ADVANTAGE
By conducting our own proprietary,
in-house research, our strategists, analysts,
portfolio managers, and traders work
together to generate independent and
unbiased ideas.
Our Company’s size also allows us to
capitalise on fundamentally attractive
market inefficiencies as they arise.
Our insight and extensive experience in
closed-end funds identifies opportunities
others may miss. It also allows us to avoid
pitfalls that others may not be aware of.
IN-HOUSE RESEARCH
EXTENSIVE EXPERIENCE
AGILITY
Once an overview is established, a target investment matrix is then created. Sector weightings,
yield curve positioning, and duration targets are guided by this research. Analysts continuously
conduct a security-by-security analysis to identify and capitalise on market inefficiencies.
Our focus is on the advantages offered by purchasing securities, particularly CEFs, at a
discount. However, we also utilise index-based securities if CEFs are not trading at what we
believe are attractive discounts. Once purchased, holdings are analysed on an ongoing basis.
KIM continuously monitors key investment variables, as well as corporate governance
attributes to assess whether shareholder value is being maximised.
OUR STRATEGY AND OBJECTIVES
18 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
Our responsibility is to keep
these three stakeholders in
balance and to ensure that
each of their interests is
safeguarded.
Expect: Superior investment performance,
Openness and accountability, Ethical
treatment.
Expect: Fair treatment, Open
communication, To share in success.
Expect: Relevant risk controls, Quality
earnings, Cost controls.
Outperform CLIG’s two operating subsidiaries are active managers, and their
job is to add value over and above a relevant benchmark through
an investment cycle which we define as five years
.
Retain
employees
As shareholders would expect, in a Group that has always used
a partnership approach, we take a very long-term view with
regard to remuneration.
Increase FuM
from long-term
investors
The client base of CLIG’s two operating subsidiaries is long-term
and US based, and includes HNW individuals, pension funds,
foundations, endowments and other institutional money
managers.
Remain open in
our dealings with
shareholders, available
and accountable
We believe that our shareholders have a right to know what
to expect from us.
Keep costs
down
We keep costs down because we believe that the assets
over which we provide stewardship are, by definition, not
ours but are owned by CLIG shareholders.
Corporate citizenship Corporations have a responsibility both for, and separately
within, the community.
Continue to diversify
our business
We see this as an important component of our strategy to make
the business more robust, manage risk and enhance long-term
shareholder return.
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EXPECT. . .
• Relevant risk
controls
• Quality earnings
• Cost controls
EXPECT. . .
•
Superior
investment
performance
•
Openness and
accountability
•
Ethical
treatment
EXPECT. . .
• Fair treatment
• Open communication
• To share in success
THE CLIENTS:
PAY THE BILLS
THE EMPLOYEES:
MANAGE THE BUSINESS
THE SHAREHOLDERS:
OWN THE BUSINESS
WHY IT IS IMPORTANTOUR STRATEGIC GOAL
CLIM
• Our investment horizon is five years, and over this period the vast majority of CLIM’s FuM are outperforming their
peers and benchmark.
KIM
• Long and short-term performance remains solid, with the KIM investment process continuing to add value on behalf
of clients in the face of volatile markets.
Investment
performance
pages 21 and 22.
Our remuneration policy is stress-tested in a number of ways:
• We have to deal with volatile earnings, thus our need to keep salaries towards the lower end of market levels.
• With four offices (not all of which are in financial centres) in three countries, we have to be aware
of different pay scales, policies, costs of living and tax rates.
Employee longevity
page 23.
We have always taken great pride in our client retention outreach programme, and remain open and accountable. Client entity longevity
page 23.
We take the opportunity to meet shareholders whenever possible. This might be at one-to-one meetings with our
larger institutional holders or at group meetings with advisers and individual shareholders. We try to make all of our
announcements clear and accessible. We did an Investor Meet meeting during the year and participated in investor
conferences. Refer to page 8 for our dividend history and page 28 for our dividend policy.
Dividend paid and
proposed per share
pages 8 and 28.
A stable workforce limits the cost of recruitment and other costs related to employee turnover.
We do not work in expensive offices and when we travel we do not stay in five star hotels.
Keeping overheads down is good business practice as it maximises money for dividends, staff rewards and reserves,
and thus assists with relative job security.
In addition, efforts are made to limit inter-office air travel. Internal meetings are almost exclusively conducted by
video conferencing.
Weighted average net
fee rate page 24.
Cost/Income ratio
page 24.
We encourage employee participation in both local events of national and global charities, as well as local community
specific events. Additionally, by the nature of our four-office structure, we are able to offer a wide array of community
involvement events to employees, and we have found that a greater variety allows for greater participation throughout
the year. In turn, this can also provide for meaningful results as some events will be chosen on a personal level and will
have a greater impact for specific employees and their families. These efforts and services work hand in hand to protect
cultures and customs not only within the community outreach programmes but also within the workplace.
Refer to details on
community contributions
referenced within the
corporate and social
responsibility policy
page 35.
The corporate goal of diversifying the Group's income by building strategies complementary to the flagship Emerging
Markets (EM) CEF strategy was, and continues to be, a priority. The merger with KIM allowed that diversification to
accelerate, as the EM strategy has been reduced to 34% of CLIG as of 30th June 2025. Marketing efforts remain focused
on all strategies to grow the business.
FuM and diversification
page 25.
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 19
*Refer to pages 21 to 25 of explanation of additional KPIs.
Strategic report
LINK TO
ADDITIONAL KPIs
HOW WE ARE DOING
Target 7.5% – 12.5%
20 City of London Investment Group PLC Annual Report 2024/2025
KEY PERFORMANCE INDICATORS
We retain the share price KPI to show the total return of CLIG over a market cycle.
The goal of this KPI is for the total return (share price plus dividends) to compound annually in a range of 7.5% to 12.5% over a
five-year period. This KPI is meant to stretch the management team, without incentivising managers to take undue levels of risk.
For the five years ended 30th June 2025, CLIG’s cumulative total return was 36.9%, or 6.5% annualised. The environment for UK-
listed asset managers has been challenging for the past few years for a number of reasons and resulted in a de-rating of our shares while
our dividends have been consistent, including periodic special dividends. Since listing in April 2006, the annualised return is 11.3%.
Annualised total return – five-years ended 30th June
Our focus is to create shareholder value.
FIVE YEAR TOTAL RETURN
6.5%
6.2%
8.0%
9.2%
20.7%
11.3%
FY
2021
FY
2025
FY
2024
FY
2023
FY
2022
Since
April
2006
listing
Source: Bloomberg
Strategic report
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 21
Strategic report
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Annualised % Return
CLIM strategies compared to peer manager universe according to eVestment Alliance five-year quartile chart
CLIM
OV
CLIM
Intl CEF
MSCI ACWI ex-US Net TR Index
Blended 50/50 MSCI ACWI/Bloomberg Global Agg Index
8% Absolute Annual Rate of Return
CLIM Emerging Markets Global SMA Composite MSCI EM Net TR Index
S&P Emerging Frontier Super Composite BMI Net TR
CLIM Global Developed CEF International Equity Composite
CLIM Opportunistic Value Composite
CLIM Listed Private Equity CEF Composite
CLIM
EM CEF
CLIM
LPE
Note: there is not an appropriate universe available for the LPE strategy.
The above returns are annualised and presented as gross of fees performance figures, which do not reflect the deduction of investment management fees. The Global Emerging Markets
SMA Composite, S&P Emerging Frontier Super Composite BMI Net TR, and MSCI EM Net TR Index are shown against the eVestment Global Emerging Markets Equity Universe. The Global
Developed CEF International Equity Composite and MSCI ACWI ex-US Net TR Index are shown against the eVestment All ACWI ex-US Equity Universe. The Opportunistic Value Composite
and the Blended 50/50 MSCI AWCI/Bloomberg Global Agg Index are shown against the eVestment All Global Balanced/TAA Universe. The Listed Private Equity CEF Composite is shown
against an 8% Absolute Annual Rate of Return.
Data is as of 30th June 2025. Past performance is no guarantee of future results.
Source: eVestment Analytics System, BNY Mellon, City of London Investment Management Company Limited, MSCI, Bloomberg, S&P
Separate from our main KPI of CLIG’s total return (share price plus dividends) over
a market cycle, we have selected additional KPIs that we believe will enable
shareholders to measure the future prospects of CLIG. These are as follows:
1. INVESTMENT PERFORMANCE
NON-FINANCIAL
KEY PERFORMANCE INDICATORS
CONTINUED
22 City of London Investment Group PLC Annual Report 2024/2025
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-2
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Annualised % Return
KIM strategies compared to peer manager universe according to eVestment Alliance five-year quartile chart
The above returns are annualised and presented as gross of fees performance figures, which do not reflect the deduction of investment management fees. The KIM Growth Balanced Composite and the
Blended 40% Bloomberg Government/Credit Bond Index/39% Russell 3000 Index/21% MSCI ACWI ex USA Net TR Index are shown against the eVestment Global Balanced universe. The KIM
Conservative Balanced Composite and the Blended 60% Bloomberg Government/Credit Bond Index/26% Russell 3000 Index/14% MSCI ACWI ex USA Net TR Index are shown against the eVestment
Global Balanced universe. The KIM Tax-Sensitive Fixed Income Composite and the Bloomberg Municipal Bond Index are shown against the eVestment SMA/Wrap – US Municipal FI Universe. KIM Taxable
Fixed Income Composite and the Bloomberg Government/Credit Bond Index are shown against the eVestment SMA/Wrap – US Core Fixed Income Universe. The KIM Equity Composite and the Blended
65% Russell 3000/35% MSCI ACWI ex USA Net TR Index are shown against the eVestment SMA/Wrap – Global Equity Universe. The KIM Cash Management Composite and the ICE BofAML US
3-Month Treasury Bill Index are shown against the eVestment US Cash Management Universe.
Data is as of 30th June 2025. Past performance is no guarantee of future results.
Source: eVestment Analytics System, Bloomberg, KIM
Blended 40% Bloomberg Government/Credit Bond Index/39% Russell 3000 Index/
21% MSCI ACWI ex USA Net TR Index
Blended 60% Bloomberg Government/Credit Bond Index/26% Russell 3000 Index/
14% MSCI ACWI ex USA Net TR Index
Bloomberg Municipal Bond Index
Bloomberg Government/Credit Bond Index
Blended 65% Russell 3000/35% MSCI ACWI ex USA Net TR Index
ICE BofAML US 3-Month Treasury Bill Index
KIM Growth Balanced Composite
KIM Conservative Balanced Composite
KIM Tax-Sensitive Fixed Income Composite
KIM Taxable Fixed Income Composite
KIM Equity Composite
KIM Cash Management Composite
KIM
Growth
Balanced
KIM
Conservative
Balanced
KIM
Equity
KIM
Tax-
Sensitive
Fixed
Income
KIM
Taxable
Fixed
Income
KIM
Cash
Manage-
ment
Our reputation depends on consistently strong investment performance versus both relevant benchmarks and peers.
Outperformance drives client retention and provides the opportunity to expand our client base.
As detailed in the investment and business review, CLIG’s subsidiary investment teams have produced above average long-term
investment results for clients as compared to peer investment managers.
1. INVESTMENT PERFORMANCE
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 23
Over 10 years
0-5 years
5-10 years
Total
employees
110
Portfolio
Managers
20
Other
employees
90
Over 10 years
0-5 years
5-10 years
925
444
611
Our employees are a major asset. We spend
time ensuring that we recruit, develop and
retain the right people to complement the
team, which in turn helps to create a stable
working environment.
95% of our 20 portfolio managers have
worked for Group subsidiary companies
for five or more years, and 51% of all
employees have worked for Group
subsidiary companies for over ten years.
We find that stability of investment
performance equates to stability of clients,
but in addition there needs to be a belief
amongst clients that both our investment
process will be maintained and that our
employees will remain in place.
We have an active client retention programme
in place which has both educated and
ensured that our clients understand even
more about our investment process. As at
30th June 2025, the Group had 925 client
entities in the over 10 years category (2024:
884), 444 in 5-10 years (2024: 482) and
611 in 0-5 years (2024: 561).
Strategic report
2. EMPLOYEE LONGEVITY
3. CLIENT ENTITY LONGEVITY
Employee longevity
Client entity longevity
24 City of London Investment Group PLC Annual Report 2024/2025
20%
30%
25%
40%
35%
50%
45%
June 2021 June 2022 June 2023 June 2024 June 2025
Cost / income ratio
50
55
60
65
70
75
80
June 2021 June 2022 June 2023 June 2024 June 2025
Weighted average net fee rate based on average FuM (bps)
This is the weighted average net fee rate earned by the Group. Changes in fee rates, product and investor mix are the principal factors
that impact the weighted average rate.
The chart above shows the annual net fee income measured as a percentage of the average annual FuM.
The cost/income ratio for the Group is based on our total overheads before profit-share, EIP, share options charge and gain on
investment to net fee income (as set out on page 26) and was 40.1% in 2025 as compared to 42.2% in 2024. This was a result of
continued cost discipline and maintaining overhead costs in line with FY 2024 and increase in net revenue for the year.
KEY PERFORMANCE INDICATORS
CONTINUED
Strategic report
FINANCIAL
4. WEIGHTED AVERAGE NET FEE RATE
5. COST / INCOME RATIO
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 25
The level of FuM is a key driver in the Group’s profitability. Our main business development strategy is to diversify our product range.
The merger with KIM allowed that diversification to accelerate.
100%
$11.4bn
$9.2bn
$9.4bn
$10.2bn
$10.8bn
90%80%70%60%50%40%30%20%10%0%
CLIM-Emerging Markets
CLIM-International
CLIM-Opportunistic Value
CLIM-Listed Private Equity
CLIM-Frontier
CLIM-Other
KIM-Growth Balanced
KIM-Conservative Balanced
KIM-Taxable Fixed Income
KIM-Tax-Sensitive Fixed Income
KIM-Cash Management
KIM-Equities
Equity Multi-asset Fixed income Alternative
2021
2022
2023
2024
2025
100%
$11.4bn
$9.2bn
$9.4bn
$10.2bn
$10.8bn
90%80%70%60%50%40%30%20%10%0%
2021
2022
2023
2024
2025
FuM % by strategy
FuM % by asset class
Strategic report
6. FuM AND DIVERSIFICATION
FINANCIAL REVIEW
26 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
FuM
FuM as of 30th June 2025 increased by
5.6% ($0.6 billion) to $10.8 billion from
$10.2 billion at the end of the last
financial year. The increase was a result of
a combination of flows, market
movements and performance. Refer to
Figure 3 on page 12 – FuM by line of
business. Average FuM for the year
increased by 7.2% from $9.6 billion in
FY 2024 to $10.3 billion in FY 2025.
Alternative Performance Measures
The Directors use the following
Alternative Performance Measures
(APMs) to evaluate the performance
of the Group as a whole:
Earnings per share in pence – Earnings
per share in US dollars as per the income
statement is converted to sterling using
the average exchange rate for the period.
Refer to note 10 in the financial
statements on page 111.
Underlying profit before tax –
Profit before tax, adjusted for gain on
investments and amortisation of
intangibles. This provides a measure
of the profitability of the Group for
management’s decision-making.
Underlying earnings per share in pence
– CLIG shares are quoted on the London
Stock Exchange and the dividend is
declared in sterling. Underlying profit
before tax, adjusted for tax as per income
statement and tax effect of adjustments,
are divided by the weighted average
number of shares in issue as at the period
end. Underlying earnings per share is
converted to sterling using the average
exchange rate for the period. Refer to
note 10 in the financial statements for
reconciliation on page 111.
Consolidated income for financial years ended 30th June
2025 2024 Change
$’000 $’000 %
Gross fee income
73,044 69,453 5.2%
Commissions (1,978) (1,811) 9.2%
Custody fees (1,296) (1,475) -12.1%
Net fee income 69,770 66,167 5.4%
Net Interest income 1,095 1,079 1.5%
Total net income 70,865 67,246 5.4%
Salary, benefits and other related costs (18,328) (18,767) -2.3%
Other administrative expenses (8,659) (8,177) 5.9%
Depreciation and amortisation (961) (975) -1.4%
Overheads before profit share, EIP, share option
charge and gain on investments (27,948) (27,919) 0.1%
Profit before profit-share/EIP – operating profit 42,917 39,327 9.1%
Profit-share (10,815) (10,617) 1.9%
EIP (1,297) (1,506) -13.9%
Share option charge 17 (35) -147.6%
Gain on investments 766 1,051 -27.2%
Profit before tax and amortisation on intangibles 31,588 28,220 11.9%
Amortisation of intangibles (5,599) (5,599) 0.0%
Profit before tax 25,989 22,621 14.9%
Tax (6,307) (5,506) 14.5%
Profit after tax 19,682 17,115 15.0%
Alternative Performance Measures
2025 2024 Change
$’000 $’000 %
Profit before tax 25,989 22,621 14.9%
Add back/(deduct):
Gain on investments
(766) (1,051) -27.2%
Amortisation of intangibles 5,599 5,599 0.0%
Underlying profit before tax 30,822 27,169 13.4%
Tax (6,307) (5,506) 14.5%
Tax effect on adjustments (1,154) (1,083) 6.6%
Underlying profit after tax 23,361 20,580 13.5%
The Group income statement is presented in line with UK-adopted International
Accounting Standards on page 96, but the financial information is reviewed by the
management and the Board as shown in the table below. This makes it easier to
understand the Group’s operating results and shows the profits which is used
to calculate Group’s profit-share.
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 27
Group income statement and
statement of comprehensive income
Revenue
The Group’s gross revenue comprises of
management fees charged as a percentage
of FuM. The Group’s gross revenue
increased by 5.2% YoY to $73.0 million
(2024: $69.5 million). The increase in
revenue is due to higher average FuM for
the year, offset by general fee erosion due
to changes in fee rates, product and
investor mix.
Commissions payable of $2.0 million
(2024: $1.8 million) relate to fees due to
US-registered investment advisers and have
increased slightly over the year as a result of
an increase in gross revenue.
The Group’s net fee income, after custody
charges of $1.3 million (2024: $1.5 million),
increased by 5.4% to $69.8 million (2024:
$66.2 million). The Group’s average net
fee margin for FY 2025 was c.67bps as
compared to c.69bps for FY 2024.
Net interest income is made up of interest
earned on bank deposits, short-term
investments in money market instruments
and cash management products offset by
interest paid on lease obligations and others.
Net interest income increased by 1.5% as
compared to the previous year.
Costs
Overheads before profit share, EIP, share
option charge and gain on investments for
FY 2025 totalling $27.9 million (2024:
$27.9 million) were in line with last year.
These costs would have been lower by
c.1% had it not been for US dollar
weakening against sterling by an average
of 3% as c.29% of the Group’s overheads
are incurred in sterling.
The Group’s cost/income ratio, which is
arrived at by comparing overheads before
profit share, EIP, share option charge and
gain on investments with net fee income,
reduced by 2.1% to 40.1% in FY 2025 as
compared to 42.2% in FY 2024. This was
a result of continued cost discipline and
maintaining overhead costs in line with
FY 2024, along with an increase in net
revenue for the year.
The largest component of overheads
continues to be employee-related costs.
Salary, benefits and other related costs
reduced by 2.3% over the last year to
$18.3 million (2024: $18.8 million),
which was due to both a reduction and a
change in the headcount mix, which was
partly offset by inflationary salary and
associated cost increases with effect from
1st July 2024 and a subsequent increase in
employer national insurance contributions
in the UK, effective from 1st April 2025.
The average number of employees for the
year was 113 as compared to 118 for the
prior year. The number of employees as at
30th June 2025 was 110 (2024: 117).
The net savings in employee-related costs
during the year were offset by an increase
in other administrative expenses. Other
administrative expenses for the current
year were 5.9% higher at $8.7 million as
compared to $8.2 million for the last year.
The increase primarily relates to higher
legal and professional fees (including costs
related to CLIG’s qualification to trade on
the OTCQX ® Best Market), additional
marketing resources, increase in travel
costs to meet clients and prospects, and
the impact of US dollar weakening over
costs denominated in sterling.
Profit before profit-share, EIP, share
options charge and gain on investments
increased 9.1% YoY to $42.9 million as
compared to $39.3 million for FY 2024.
Despite this increase, total variable profit-
share for FY 2025 only increased
marginally to $10.8 million as compared
with $10.6 million in FY 2024.
The Group’s Employee Incentive Plan
(EIP) charge for FY 2025 also fell by
$0.2 million to $1.3 million as compared
to the FY 2024 charge of $1.5 million.
Strategic report
Net interest income
2025 2024 Change
$’000 $’000 %
Interest earned on:
– Money market funds
332 301 10.3%
– Cash management 914 714 28.1%
– Other bank deposits/accounts 244 445 -45.1%
1,490 1,460 2.1%
Less: interest paid on
– Lease liabilities (387) (357) 8.3%
– Other interest (8) (24) -67.0%
(395) (381) 3.6%
Net interest income 1,095 1,079 1.5%
Total employee costs
2025 2024 Change
$’000 $’000 %
Salary, benefits and other related costs
(18,328) (18,767) -2.3%
Profit-share (10,815) (10,617) 1.9%
EIP (1,297) (1,506) -13.9%
Share option credit/(charge) 17 (35) -147.6%
Total employee costs (30,423) (30,925) -1.6%
FINANCIAL REVIEW
CONTINUED
28 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
Overall, despite sterling strengthening
against the US dollar by an average of 3%,
generic inflationary increases on the cost
base, higher legal and professional fees,
marketing and travel costs, the Group’s total
administrative expenses were marginally
lower at $45.6 million for the year.
Gain on investments
Investment gains of $0.8 million (2024:
gain of $1.1 million) relate to the realised
and unrealised gains/(losses) on the
Group’s seed investments and other
investments in Special Purpose Acquisition
Companies (SPACs).
Amortisation of intangibles
Intangible assets relating to direct
customer relationships, distribution
channels and KIM’s trade name recognised
on the merger with KIM are being
amortised over seven to fifteen years (refer
to note 1.7 of the financial statements)
and have resulted in an amortisation
charge of $5.6 million for the year (2024:
$5.6 million). Deferred tax liability on
these intangibles as of 30th June 2025
amounted to $6.5 million (2024: $7.9
million) based on the relevant tax rate,
which will unwind over the useful
economic life of the associated assets.
Goodwill amounting to $90.1 million was
also initially recognised on the completion
of the merger. Refer to note 13 of the
financial statements for more details.
Taxation
Profit before tax of $26.0 million (2024:
$22.6 million), after a corporation tax
charge of $6.3 million (2024: $5.5
million), with an effective rate of 24%
(2024: 24%), resulted in a 15% increase
in profit after tax of $19.7 million (2024
$17.1 million), which is all attributable to
the equity shareholders of the Company.
Underlying profits
Underlying profit before tax for the year
at $30.8 million was 13.4% higher than
the $27.2 million achieved in FY 2024.
Underlying profit after tax for the year
was 13.5% higher at $23.4 million as
compared to $20.6 million for FY 2024,
which was mainly due to the higher net
fee income whilst maintaining our
operating costs in line with FY 2024.
Group statement of financial position
The Group’s financial position continues
to be strong and liquid, with cash
resources of $35.5 million as at 30th June
2025, compared with $33.7 million as
at 30th June 2024.
The Group had invested $2.5 million
in seeding the Global Equity CEF in
December 2021 and $2.5 million in
SPACs in March 2022. As at the end of
June 2025, these investments were valued
at $6.5 million (2024: $5.7 million). Total
realised gains recognised on its investments
and its SPACs products were $0.2 million
(2024: gain of $0.9 million including the
redemption of its REIT investments) and
unrealised gains of $0.6 million (2024:
gain of $0.2 million) were taken to the
income statement.
The Global Equity CEF fund is assessed
to be under the Group’s control and is
thus consolidated using accounts drawn
up as of 30th June 2025. There were no
third-party investors, collectively known as
the non-controlling interest (NCI) in these
funds as of 30th June 2025 (2024: nil).
The Group’s right-of-use assets (net of
depreciation) amounted to $4.4 million
as of 30th June 2025 as compared with
$5.1 million as of 30th June 2024.
The Employee Benefit Trust (EBT)
purchased 453,500 shares (2024: 318,000
shares) at a cost of $2.1 million (2024:
$1.3 million) in preparation for the
annual EIP awards due at the end of
October 2025.
The EIP has had a consistently high level
of participation each year since inception
(>60% of Group employees), with the
first tranche of awards vesting in October
2018. During the year 36.8% (2024:
35.8%) of the shares vesting were sold to
help cover the employees’ resulting tax
liabilities, leading to a healthy 63.2%
(2024: 64.2%) share retention within
the Group.
In addition, Directors and employees
exercised 59,500 (2024: 47,400) options
over shares held by the EBT, raising
$0.3 million (2024: $0.1 million) which
was used to pay down part of the loan
to the EBT.
Dividend
Dividend policy
This policy was introduced in 2014 and is
assessed for appropriateness on an annual
basis. No changes have been proposed
during the current financial year. It was
designed to incorporate the required
flexibility to deal with the potential
volatility of CLIG’s income. This is going
to be applied with flexibility, with
approximately one-third payable as an
interim dividend and two-thirds as
final dividend.
Details are as follows:
• Dividend cover ratio of c.1.2 times
(1.2x) of the underlying earnings on a
rolling five-year basis.
• It will be assessed for appropriateness
annually.
• This Policy specifically takes into
account the implicit volatility in CLIG’s
earnings as a result of its significant
present exposure to emerging markets.
• While the cover is targeted as 1.2x of
the underlying earnings, this will
continue to be applied flexibly and the
annual dividend will approximate to
this cover on a rolling five-year average.
• The Board will take into account both
the CLIG budget for the next year and
market outlook when determining the
current year’s dividend.
Dividends paid during the year totalled
$20.9 million (2024: $19.9 million).
The total dividend of 33p per share
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 29
comprised of the 22p per share final
dividend for FY 2024 and the 11p per
share interim dividend for the current year
(2024: 22p per share final for FY 2023
and 11p per share interim dividend).
We have provided an illustrative framework
on our website at
https://clig.com/
dividend-cover/ to enable interested
parties to calculate our post-tax profits
based upon some key assumptions. The
dividend cover chart shows the quarterly
estimated cost of a maintained dividend
against actual post-tax profits for last year,
the current year and the assumed post-tax
profit for next financial year based upon
assumptions included in the chart.
The Group is well capitalised, and its
regulated entities complied at all times
with their local regulatory capital
requirements. In the UK, the Group’s
principal operating subsidiary, CLIM, is
regulated by the FCA. As required under
the Capital Requirements Directive, the
underlying risk management controls and
capital position are disclosed on CLIM’s
website
www.citlon.com.
Currency exposure
While Group’s revenue and the bulk of its
expenses are aligned in US dollars, c.29%
of Group’s overheads are incurred in
sterling and to a lesser degree Singapore
dollars, that are subject to currency rate
fluctuations against US dollars.
The Group’s currency exposure also relates
to its subsidiaries’ non-US dollar assets and
liabilities, which are mostly in sterling.
The exchange rate differences arising on
their translation into US dollars for
reporting purposes each month is
recognised in the income statement.
Viability statement
In accordance with the provisions of the
UK Corporate Governance Code, the
Directors have assessed the viability of
the Group over a three-year period,
considering the Group’s current position
and prospects, Internal Capital Adequacy
and Risk Assessment (ICARA) and the
potential impact of principal risks and how
they are managed as detailed in the risk
management report on pages 41 to 42.
Period of assessment
While the Directors have no reason to
believe that the Group will not be viable
over a longer period, given the uncertainties
associated with the global economic and
political factors and their potential impact
on financial markets, any longer time
horizon assessments are subject to more
uncertainty due to external factors.
Considering the recommendations of the
Financial Reporting Council in their 2021
thematic review publication, the Board has
therefore determined that a three-year
period to 30th June 2028 constitutes an
appropriate and prudent timeframe for its
viability assessment. This three-year view
is also more aligned to the Group’s detailed
stress testing.
Assessment of viability
As part of its viability statement, the Board
has conducted a robust assessment of the
principal risks facing the Group, including
those that would threaten its business
model, future performance, solvency,
or liquidity. This assessment includes
continuous monitoring of both internal
and external environments to identify new
and emerging risks, which in turn are
analysed to determine how they can best
be mitigated and managed.
The primary risk is the potential for loss
of FuM as a result of poor investment
performance, reputational damage,
client redemptions, breach of mandate
guidelines or market volatility.
The Directors review the principal risks
regularly and consider the options available
to the Group to mitigate these risks so as
to ensure the ongoing viability of the
Group is sustained.
The ICARA is reviewed by the Board and
incorporates stress testing based on loss of
revenue on the Group’s financial position
over a three-year period. The Group has
performed additional stress tests using
several different scenario levels, over a
three-year period which are significantly
more severe than our acceptable risk
appetite, which include:
• a significant fall in FuM;
• a significant fall in net fee margin; and
• combined stress (significant falls both
in FuM and net fee margin).
Having reviewed the results of the stress
tests, the Directors have concluded that the
Group would have sufficient resources in
the stressed scenarios and that the Group’s
ongoing viability would be sustained.
The stress scenario assumptions would be
reassessed, if necessary, over the longer
term. An example of a mitigating action in
such scenarios would be a reduction in
costs along with a reduction in dividend.
Based on the results of this analysis,
the Board confirms it has a reasonable
expectation that the Company and the
Group will be able to continue in
operation and meet their liabilities as
they fall due over the next three years.
On that basis, the Directors also
considered it appropriate to prepare the
financial statements on the going concern
basis as set out on page 81.
Strategic report
SECTION 172 (1) STATEMENT AND STAKEHOLDER ENGAGEMENT
30 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
Section 172 (1) of the Companies Act 2006 requires Directors to 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 shareholders as a whole and, in so doing, have regard
(amongst other matters) to:
• the likely consequences of any decisions
in the long term;
• the interests of the Company’s
employees;
• 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 environment;
• the desirability of the Company
maintaining a reputation for high
standards of business conduct; and
• the need to act fairly to all shareholders
of the Company.
The Board understands how important it
is to engage with each of its stakeholders
to ensure it understands their needs and
the impact of their decisions on each
stakeholder. The Board, in collaboration
with the senior management teams of its
two operating subsidiaries, engage with
stakeholders in a variety of ways, both
formally and informally. As part of its
decision-making process, the Board
will always consider the Company’s
stakeholders; however, it is acknowledged
that, in balancing different perspectives,
it may not always be possible to
deliver everyone’s desired outcome.
Throughout the year we have continued
our commitment to maintaining open and
constructive dialogue with key stakeholder
groups, which in turn helps support the
long-term success and sustainability of
our business.
Our Stakeholder Engagement section on
pages 31 to 32, which should be read
in conjunction with this statement,
illustrates how we have engaged and how
stakeholder views were considered in its
decision making throughout the year.
City of London Investment Group PLC Annual Report 2024/2025 31
Overview Financial statements Shareholder informationGovernanceStrategic report
KEY STAKEHOLDERS WHAT IS IMPORTANT
TO THEM
HOW WE HAVE ENGAGED OUTCOMES OF ENGAGEMENT
Clients
• Outperformance versus
a relevant benchmark or
peer group.
• Transparency on key issues.
• Open and clear
communication.
• Received regular reports providing
updates on client relationships.
• Considering details of client calls and
engagement, and feedback.
• Regular communication related to
investment products, including investment
performance and regulatory requirements.
• New product offerings, including
strategies and product extensions.
• An additional focus on outreach via
different means, such as LinkedIn and
industry events.
Shareholders
• Shareholder interests and
concerns are understood
and addressed.
• Transparency on key issues
and provide clear
communications.
• Annual General Meeting.
• Regular in-person/video conference
meetings with shareholders.
• Video conference presentations and in-
person/virtual roadshows around results
announcements.
• Issuing important information about our
business through our Annual Report,
trading updates, Regulatory News Service
announcements, investor presentations,
our website, and social media channels.
• The Board approved an interim dividend of
11p which was paid on 3rd April 2025 and
is recommending a final dividend of 22p,
making a total of 33p for the year.
• Resolutions were proposed
to shareholders.
Employees
• Having an ongoing
opportunity to share ideas
and raise issues.
• Engagement with senior
management and the Board
of Directors.
• Working for an inclusive
employee with a supportive
culture.
• Develop employee expertise
and provide opportunities
for advancement.
• Board meetings are held at Company
offices to provide employees with the
opportunity for informal interaction with
the Board.
• Regular site visits to various offices and
interaction with staff and management
by the Chair of the Board and the other
Non-Executive Directors.
• An employee survey was provided to all
employees, eliciting feedback on strategic
initiatives, culture, and communications.
• The Board keeps workforce policies under
review to ensure they are consistent with
the Group’s values and support the
Company’s long-term success. Refer to
page 33 for details about employee
welfare policies.
• Meeting with Executive and Non-
Executive Directors.
• Continuing to have a designated Non-
Executive Director (Rian Dartnell) in
charge of employee engagement.
• Championing strength of communication
between the Board and employees, and
ensuring appropriate opportunities are
created for employees to give feedback.
• Providing a whistleblowing mechanism
enables the workforce to report concerns
anonymously.
• Our Anti-Bribery and Corruption policy
and Statement on Slavery and Human
Trafficking set out relevant policies and
expected standards.
SECTION 172 (1) STATEMENT AND STAKEHOLDER ENGAGEMENT
CONTINUED
32 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
The
Environment
• CLIG to be a good corporate
citizen and commit to
promoting responsible
investment.
• Adhere to local and
national regulations,
specific to the countries
that we work in.
• Receiving reports regarding the Group’s
carbon footprint and sustainability data.
• Continued our engagement with a third-
party environment consultant to enhance
our climate-related disclosures on
environmental risks and opportunities.
• The Group endeavours to limit its carbon
footprint through a series of Group-wide
initiatives with an aim to reduce absolute
levels of emissions and waste volumes
as detailed on pages 34 and 36 to 40.
• At CLIM, we utilise Sustainalytics to
ensure that the investment process
supports ESG initiatives. Refer to page 35
in relation to responsible investment.
• Refer to disclosures recommended by
TCFD on pages 36 to 40.
Our
Communities
• Ongoing support for the
communities in which
we have offices, and
continuing to have a
positive contribution.
• The Board challenged the Group to review
engagement in local areas, in the form of
internships and outreach.
• Encouraging employee volunteer work in
community activities.
• The Group has a zero-tolerance approach
to human rights abuses, bribery and
corruption.
• Engaging in programmes that make
communities better places to live and work.
• Community outreach and support efforts
are a key element of our ongoing business
operations. Further details can be found
on page 35.
• Using local suppliers to help support
businesses within the community.
• Raising awareness, sharing efforts and
encouraging participation via COLeague
news, our internal newsletter.
• As referenced on page 35, our employees
have strengthened the bonds with their
local communities during the year.
• Our Anti-Bribery and Corruption policy and
Statement on Slavery and Human
Trafficking set out relevant policies and
expected standards.
Regulators
• Ensuring that the Group
complies with all relevant
regulatory requirements in
the areas that we work, and
our subsidiaries invest in.
• Responsiveness to queries
and open dialogue as
warranted.
• Received and challenged regular reports
from finance and compliance.
• Each operating subsidiary has a
compliance function which is integral to
investment management and client
functions and reports to the Board.
• We have proactively communicated with
the local regulator(s) during the year.
• Proactively monitor changes in regulatory
requirements and ensure the Group makes
changes as required.
Vendors
• That we treat our vendors
with respect, pay them per
the terms of the contract,
and hold them accountable.
• Received and challenged regular reports
from operations.
• Vendor relationships are managed by
senior management with responsibilities
clearly enumerated.
• Expense authorisations are approved by
an Executive Director, after considering
the rationale for choosing a vendor.
• Ensure that vendors adopt and execute
data security practices consistent with
internal Group policies.
• Ensure that arms-length relationships
exist in order to protect client and
shareholder interests.
• Using local suppliers to help support
businesses within the community.
OTHER
STAKEHOLDERS
WHAT IS IMPORTANT
TO THEM
HOW WE HAVE ENGAGED OUTCOMES OF ENGAGEMENT
City of London Investment Group PLC Annual Report 2024/2025 33
CORPORATE AND SOCIAL RESPONSIBILITY POLICY
Strategic report
CLIG is committed to maintaining transparent policies regarding the Group’s
Corporate and Social Responsibilities, and remaining an engaged member of our
greater communities.
Employee welfare
In addition to the statutory obligations,
CLIG is committed to maintaining
transparent policies in respect of the
following:
• recognition of diversity through
recruitment and promotion based on
merit without regard to ethnicity,
gender, religion, sexual orientation,
disability, family or marital status,
language, national origin, political
affiliation, race, age, or any other
characteristic protected by law;
• strict adherence to and compliance with
the regulatory requirements in force
by all employees supported by clear
guidelines that enable whistleblowing;
• participation by employees in the
Group’s activities through share
ownership arrangements that encourage
employee retention and minimise
turnover; and
• ensuring good practices and creating
a workplace free of harassment and
bullying and in which all individuals
are treated with dignity and respect,
following the law set by the Equality
Act 2010 in the UK, and in local
jurisdictions of our offices.
Under the UK Corporate Governance
Code 2018, the Board is required to
agree a mechanism to ensure ongoing
engagement with the workforce. Rian
Dartnell, Chair, has been designated as
the Non-Executive Director for
employee engagement.
Health and Safety
CLIG is committed to maintaining a high
level of Health and Safety (H&S). All UK
employees have access through our Group
Income Protection policy to an Employee
Assistance Programme (EAP), which offers
confidential advice on personal and
professional matters to employees and
members of their immediate family.
Areas covered within the EAP include
Mental Health Support, Burnout
Prevention, Life Events Counselling,
and services related to well-being and
healthy living.
Gender diversity
As an employer, CLIG is committed to
equality and valuing diversity within its
workforce. As noted above, we believe that
people should be appointed to their roles
based on skills, merit and performance. We
recognise that diversity adds value, and our
goal is to ensure that our commitments,
reinforced by our values, are embedded in
our day-to-day working practices.
The gender ratio at the Board level as at
30th June 2025 was 20% female to 80%
male. This is compared to 40% female on
30th June 2024. Following the departure
of Tom Griffith as an Executive Director
of the CLIG Board on 1st July 2025,
the gender ratio was 25% female to
75% male.
Of our 110 employees, excluding Non-
Executive Directors, 38% are female
(2024: 36%), including 31% of senior
management including Executive
Directors (2024: 24%), and 39% of the
remaining employees (2024: 38%).
2025 Female Male Total
Executive Director 0 1 1
Senior managers 5 10 15
All other employees 37 57 94
42 68 110
NEDs 1 3 4
43 71 114
Work/life balance
As the Group continues to adapt with
advancements in technology, changes in
culture, and the changing family
circumstances of our employees, we try
to be fair and flexible while retaining
teamwork supported by in person
collaboration as one of our core values.
Our management team and the Board
engaged with the workforce on the topic
of Work from Home (WFH) during the
year via an employee survey. Our WFH
policy is reviewed on an annual basis, as
we continue to work towards finding the
right balance for the three primary
stakeholders – Employees, Clients and
Shareholders.
The Group has a hybrid WFH policy
where employees are provided a bank of
flexible WFH days to use during the
financial year, pending appropriate
coverage on premise by colleagues in
their respective departments.
1. WORKPLACE
Overview Financial statements Shareholder informationGovernanceStrategic report
34 City of London Investment Group PLC Annual Report 2024/2025
Human rights
CLIG is committed to respecting all
human rights. Our operations and
practices relevant to the workplace and
community are aligned with the United
Nations (UN) Universal Declaration of
Human Rights.
Learning and development
Our employees are an asset to us. We
recognise and support the importance of
encouraging all employees to complete
professional qualifications relevant to their
role, in order to progress and realise their
full potential. We partner with our
employees and contribute towards their
development by sponsoring their studies
and providing study leave. As both
operating subsidiaries are active
investment managers, we will sponsor
employees for their Chartered Financial
Analyst (CFA ®) designation and annual
membership where the designation is
relevant for their role or career path.
In the past year, we also supported
leadership training via the KPMG
Executive Leadership Institute for
Women and a certification from the
Society for Human Resource
Management. Mandatory anti-money
laundering and Code of Ethics training
is provided annually to all employees.
Employees also take responsibility for
their own development via our annual
appraisal process, where they are able
to discuss further training needs with
their manager.
We continued with the CLIG Security
Education Programme (CSEP), which is
a multi-faceted cybersecurity training
programme that includes online courses
and videos via a web-based portal. We are
proud of our employees’ abilities to keep
our data safe, and their commitment to
monthly training and phishing exercises.
Additionally, we use the web-based portal
to provide training on Diversity, Equity,
and Inclusion topics twice during each
financial year.
Ethics
All CLIG employees are required to act in
accordance with their respective Code of
Ethics. This lays out minimum standards
of conduct to ensure that employees act
ethically when dealing with our various
stakeholders. It also seeks to ensure that
all actual and potential conflicts of
interest are identified, mitigated and
monitored on an ongoing basis. Any
breaches of the Code are reported to
the Board of Directors.
Rian Dartnell is the Director responsible
for the Group’s environmental policy.
Environmental policy initiatives
Employees and management of the
Group are committed to protect the
environment in which we operate. We
provide investment management services to
our clients which have a relatively modest
direct environmental impact. The Group
recognises that we must first acknowledge,
then measure, and then minimise
environmental risks and, wherever
commercially possible, improve the Group’s
overall environmental performance.
The Group continued our engagement
with a third-party environmental
consultant, ECO3 Partnership Limited
(ECO3). ECO3 assists with the
production of our shareholder disclosures,
and counsel us on initiatives we are
undertaking.
A representative list of initiatives
completed during the year to help reduce
the environmental impact of our activities,
is as follows:
• carbon offsets were purchased to offset
all Group business travel and our
remaining Scope 1 and 2 emissions;
• investment in further enhancement of
our technology solutions to promote
regular video conferencing, thereby
reducing business travel, where
possible; and
• ongoing adoption of cloud-based
technologies, to reduce our on premise
server equipment, acknowledging that
electricity and hardware is still required
to power the servers, however the large
providers have economies of scale in
power and hardware production.
We support the work undertaken by the
TCFD and have produced our detailed
response in alignment with its
recommendations. To meet the listing
requirements under LR 9.8.6, we have
included the climate-related financial
disclosures consistent with the TCFD
recommendation on pages 36 to 40.
2. ENVIRONMENT
CORPORATE AND SOCIAL RESPONSIBILITY POLICY
CONTINUED
Strategic report
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 35
Strategic report
CLIG seeks to encourage employees to
regularly participate in community
support activities across a wide spectrum
of causes that encompass both monetary
and non-monetary efforts to help raise
awareness. In turn, this fosters a culture
of leadership, teamwork and appreciation
within our Group and community.
Our long-term goals include:
• encouraging employee volunteer work
in community activities;
• engaging in programmes that make
communities better places to live
and work;
• using local suppliers to help support
businesses within the community; and
• raising awareness, sharing efforts and
encouraging participation via COLeague
news, our internal newsletter.
An illustrative, but not exhaustive, list of
employees’ participations in FY 2025
includes:
• United Way Day of Caring, to weed
and clean the grounds of a local
community facility (US);
• Socktober Drive to collect new socks for
the homeless in advance of the winter
months (US);
• Thanksgiving Food Drive for a local
food pantry (US);
• Annual Toy Drive during the Holiday
season for a local shelter (US);
• Bake sale to raise funds for The Switch
(UK);
• Donated new or gently used
professional clothing for Career Closet
at the local University (US); and
• Various athletic achievements and
fundraisers to support various causes
(US and UK).
As a matter of policy, CLIG does not
make donations to any client-related
charity, event or activity, or to any
political party or candidate.
Both of CLIG’s operating subsidiaries
invest primarily in closed-end funds
(CEFs). CLIM and KIM are committed
to promoting responsible investment.
CLIM’s investment process prioritises
good governance but it also includes an
assessment of the environmental and social
policies of the CEFs’ underlying securities.
We define ESG in the context of
stewardship policies by which we are
committed to responsible allocation,
management and oversight of capital to
create long-term value. In the context of
a CEF strategy, we have a two-pronged
approach to responsible investment:
• We promote effective governance at
the CEFs in which our clients are
invested, both via their Boards and by
engaging with the relevant regulators
and policy makers.
• We promote greater transparency from
the CEFs of the ESG characteristics of
their underlying portfolios.
CLIM is a signatory to the UN-supported
Principles for Responsible Investment
(PRI). CLIM has partnered with
Sustainalytics, a leading independent
provider of ESG research. This partnership
allows CLIM to receive data to monitor
the underlying portfolio of the CEF, and
allows CLIM to question the CEF
investment manager on their portfolio and
stance on ESG issues. We believe good
disclosure requirements by the Board to
the Investment Manager results in more
effective management of ESG risks and
therefore better outcomes for our clients.
CLIM’s Proxy Voting Record and Annual
Stewardship Report are available on our
website at:
https://citlon.com/esg-clients .
3. COMMUNITY
4. RESPONSIBLE INVESTMENT
CREDIBLE DISCOUNT CONTROL
INDEPENDENT BOARD
CEF GOVERNANCE
UNDERLYING PORTFOLIO: OVERALL ESG RISK
EXPOSURE TO ESG
ISSUES
VS.
BENCHMARK
MANAGEMENT OF
ESG RISKS
VS.
RELEVANT BENCHMARK
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
36 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
The following pages summarise our Streamlined Energy and Carbon Reporting disclosure
and our Task Force for Climate Related Financial Disclosure (TCFD), in line with the
Companies (Directors’ Report) and Limited Liability Partnerships (Amendment) Regulations
2018 and listing requirement of LR 9.8.6, for the financial year ended 30th June 2025.
As a listed company, we disclose
environmental initiatives at a Group level
in our Annual Report and Accounts.
We have produced a detailed 2024/25
Annual TCFD & GHG Emissions
Report, published in September
2025 (Group TCFD Report) to
complement our position, which has
been included on our website at
https://clig.com/wp-content/uploads/
2025/09/CLIG-TCFD-GHG-Emissions-
Report-June-2025.pdf
We have continued to consolidate our
physical footprint and have closed our
office in Naples FL. In terms of
operational emissions reduction, with
reference to scopes 1 & 2, the majority
of our offices have now transitioned to
renewable energy tariffs for electricity
resulting in market-based emissions
benefits. We have also progressed our
offsetting strategy for scope 3 business
travel emissions.
Key takeaways include:
1. A reduction of 9.26 tCO
2
e scope
1 & 2 market-based emissions.
2. A decrease of 234.74 tCO
2
e in
business travel.
a. To mitigate this, we have invested in
Gold Standard offsets. Further detail
is provided within our update.
1.1. Governance
1.1.1. Board oversight
Our Board remains committed to
maintaining high standards of corporate
governance throughout the Group.
The oversight and structure of our
Governance committees remains
unchanged in period. Key personnel
changes have been defined in the
Director’s report and are noted in
the Chair’s statement.
Our approach to overseeing climate-
related risks and reporting is summarised
within our Audit & Risk Committee
(ARC) Terms of Reference, which was
revised in February 2025.
For further details, please see:
https://clig.com/wp-content/uploads/
2025/03/20250219-ARC-TOR-Feb-
2025.pdf
1.1.2. Management oversight
There has been no substantive change in
period. Senior management in KIM and
CLIM support the assessment of climate-
related risks and opportunities. Senior
management includes CLIM’s portfolio
managers who are responsible for
implementing stewardship for their
respective strategies, with the assistance
of a UK based governance and ESG
specialist. This ensures a coordinated
response where an asset is held across
multiple strategies within CLIM.
2.1. Identification of Climate Risks
& Opportunities
At investment management level
Our business model remains focused on
exploiting discount volatility in CEFs on
behalf of our clients to achieve capital
growth and outperform relevant
benchmark indices.
Improving CEF governance has been a key
objective since our business was founded,
but neither CLIM nor KIM select CEFs
solely based on their ESG characteristics.
Their business models are to implement
investment strategies that exploit discount
volatility in CEFs.
With respect to CLIM, further details
(for non-US persons) regarding our
SFDR disclosure are detailed here:
https://citlon.com/sustainable-finance-
disclosure-regulation-sfdr/
CLIM’s investment process is driven
predominately by capitalising on CEF
discount inefficiencies. The ESG
characteristics of the underlying CEF
portfolios are not the primary reason for
selection. However, we appreciate that
ESG ratings require consideration, and we
therefore encourage CEFs to be more
explicit regarding the integration of ESG
factors into their investment process.
Further details regarding Stewardship &
Corporate Governance, Voting Record &
Press Releases are available within the
‘ESG for Clients’ section of our website,
as well as out Annual Stewardship Report
located at:
https://citlon.com/wp-
content/uploads/2025/03/AnnualStewar
dshipReport3-25.pdf
1. EXECUTIVE SUMMARY
2. STRATEGY
Overview Financial statements Shareholder informationGovernance
City of London Investment Group PLC Annual Report 2024/2025 37
Strategic report
At CLIG corporate level
Recognising that climate risk manifests
through the physical effects of changing
weather patterns and by efforts to reduce
and eliminate the GHG emissions that
drive those physical risks, we have
identified a series of risks, and their
associated drivers, across three-time
horizons- 1) Short Term which is
0-5 years, 2) Medium Term, which is
5-10 years, and 3) Long Term, which
is 10+ years.
We have commenced a review of potential
climate risk exposures, including risk
drivers and how they could translate to
CLIG across three initial time horizons.
A summary of key risks, their drivers and
potential transmission routes are
illustrated in Table 2.1 above.
2.2. Impact of Climate Risks
& Opportunities
We acknowledge that the gradual change
potential in physical risks is happening
now and will only increase over the
coming decades.
Transition risk is more time pressing and
will likely have a higher impact on CLIG’s
operations in the short and medium term.
We continue to enhance our processes
linking the impact of climate related risks
and opportunities, presented in our
Group TCFD report.
2.3. Scenario Analysis
As noted previously, neither CLIM nor
KIM select CEFs solely based on their
ESG characteristics. Their business models
are to implement investment strategies
that exploit discount volatility in CEFs.
We monitor climate scenarios and the
latest publications where possible.
Details are found within our Group
TCFD Report.
3.1. Identifying & assessing
climate risks
We have reviewed key risks outlined
within the Carbon Disclosure Project
(CDP) and within the TCFD
documentation. We continue to develop
our materiality determination processes
and will provide further detail in our
next annual report.
A list of applicable risks to CLIG have
been defined and codified to support
further assessment on an ongoing basis.
Further detail is presented within our
Group TCFD report.
3.2. Managing climate related risks
We continue to develop our approach
to help integrate climate-related risk into
our decision process. Climate risk
remains an emerging risk, but it is not
currently considered a significant risk
for the Group.
3.3. Integration into risk
management processes
We will consider reviewing the manner
in which we have introduced the
management of climate risk into our
Group level risk management framework.
CLIM is a large investor in CEFs and at
the corporate level prioritises governance
factors over underlying portfolio ESG
issues when assessing a potential holding
prior to purchase.
In 2024, 63 CEF portfolios were analysed
(65 in 2023) using Sustainalytics data,
representing 72% of CLIM’s FuM at the
calendar year end. In those CEF portfolios
that were analysed, Sustainalytics covers
94% of the underlying securities on a
size weighted basis.
Sustainalytics does not cover unlisted
companies and has limited small cap
coverage. Small cap securities tend to
score poorly which, in CLIM’s view,
often reflects their weaker disclosure and
a relative lack of resources available to
develop relevant policies as opposed to
poor ESG practices. Lower scores for
smaller companies are not necessarily
indicative of higher ESG risk. Given the
fixed capital structure, CEF investment
strategies generally have longer investment
horizons and a majority employ active,
fundamental, bottom-up processes that
favour opportunities in smaller
companies. Accordingly, CLIM’s CEF
portfolios are typically overweight
smaller and mid cap securities.
Table 2.1. Climate risks and drivers
High impact Medium impact Low impact
Risk Category Financial risks Business risks
Sub-category
Market Interest rates Credit Liquidity Strategic Operational
Technology
& resilience
Regulatory
compliance Reputational
Short Term
(0-5yrs)
Medium Term
(5-10 yrs)
Long Term
(10+ yrs)
3.
RISK MANAGEMENT
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
38 City of London Investment Group PLC Annual Report 2024/2025
Strategic report
Overall ESG risk for all CLIM portfolios
as at end December 2024, using
Sustainalytics, was 5% lower than their
respective benchmarks. Weighted average
carbon intensity in those CEF investments
which made the relevant disclosures was
over 48% lower than their respective
benchmarks. CLIM does not
set targets for these measures.
Figure 3.1 illustrates the distribution of
securities held in client portfolios as at end
2024, according to their overall ESG risk
compared to their specific benchmark.
Please also refer to our Responsible
Investment Statement and further detail
of our own risk management approach
on our website. Further information is
also provided in our Annual Stewardship
Report:
https://citlon.com/wp-content/
uploads/2025/03/AnnualStewardship
Report3-25.pdf
4.1. Alignment with strategy
& risk management
The following section relates to our own
operational footprint.
In terms of reducing our Scope 2 market-
based emissions, the electricity procured
for our London office is underpinned by
Renewable Energy Guarantees of Origin.
At Rochester the office is supplemented by
renewable energy credits for wind power
generated in New York State. Our West
Chester, Pennsylvania office is also
supported by renewable energy credits,
purchased from solar and wind resources.
In terms of offsetting our carbon
emissions, we purchased 235 tonnes of
CO
2
e verified offsets from Gold Standard.
4.2. Footprint & SECR summary
As expected, 97% of our estimated
emissions (scopes 1-3) come from scope 3.
Our Scope 1 & 2 emissions have
decreased by 9.26 tCO
2
e since our
previous reporting period (using a market-
based methodology), resultant from the
purchase of green energy contracts/credits.
A summary of our assessed emissions is
shown in Figure 4.1 on the following page.
4.2.1. Energy Consumption
We have used a financial control boundary.
The energy consumption used to calculate
emissions for Scopes 1 & 2 was 395,139
and has decreased slightly in the period
(479,594 kWh last year). Gas
consumption has remained fairly
consistent, with the small increase in
consumption largely due to West Chester
which has the largest heating demand.
31
7
25
22
11
35
30
25
20
15
10
5
0
Number of funds
18
3
4
Low < -15% Below Average
-15% to -5%
Average
-5% to +5%
Above Average
+5% to +15%
High >+15
end of 2022 (no. of funds) end of 2023 (no. of funds) end of 2024 (no. of funds)
444
29
8
4
18
Figure 3.1. CLIM’s CEF investments overall ESG risk vs benchmark
180,000
160,000
140,000
120,000
100,000
80,000
60,000
40,000
20,000
0
2021-22 2022-23 2023-24 2024-25
London Singapore Seattle Dubai West
Chester
KIM Naples
est.
RochesterCoatesville
kWh
Figure 4.2. CLIG – Year on year comparison of electricity consumption
and office closures
4.
METRICS AND TARGETS
City of London Investment Group PLC Annual Report 2024/2025 39
Overview Financial statements Shareholder informationGovernanceStrategic report
tCO
2
e
Year ended 30th June 2025
GHG Emissions summary
Scope 1: 13.21
Scope 2 (MB): 6.91
Scope 3: (net
emissions*): 694.09
tCO
2
e
Scope 3: Purchased
goods and services
Scope 3: Business travel
Scope 3: Employee
commuting and homeworking
Scope 1: Total
321
Scope:
*including verified carbon offsets
0
100
200
300
400
500
600
700
Scope 3
Purchased
goods
and services
Scope 3
Business travel
Scope 3
Employee
commuting and
homeworking
Figure 4.1. City of London Investment Group PLC – Scopes 1-3 GHG emissions summary
Year ended Year ended Year ended Year ended
Scope 3
30th June 2025 30th June 2024 30th June 2023 30th June 2022
Scope Emissions type category Indicator name t CO2 eq. t CO2 eq. t CO2 eq. t CO2 eq.
Scope 1
Total direct GHG emissions Scope 1 sub-total 13.21 13.06 6.91 0.00
Scope 1 Direct N/A Company facilities- Stationary Combustion (gas) 13.21 13.06 6.91 NA
Scope 1 Direct N/A Company vehicles – – – –
Scope 1 Direct N/A Fugitive emissions – – – –
Scope 2
Indirect energy related emissions Scope 2 (market-based) sub-total 6.91 16.32 48.19 105.00
Scope 2 Indirect N/A Purchased electricity for own use (location-based) (UK) 15.45 17.15 16.55 105.00
Scope 2 Indirect N/A Purchased electricity for own use (location-based) (Non-UK) 52.54 72.02 55.93 –
Scope 2 Indirect N/A Purchased electricity for own use (market-based) (UK) 0.00 0.00 0.00 –
Scope 2 Indirect N/A Purchased electricity for own use (market-based) (Non-UK) 6.91 16.32 48.19 –
Scopes 1 & 2 Scopes 1 & 2 (market-based) (Global) 20.12 29.38 55.10 105.00
Scope 3
Indirect emissions Scope 3 total (Global) 929.09 1,131.03 1,039.59 137.00
Scope 3 Upstream 1 Purchased goods and services 603.07 428.59 533.27 NA
Scope 3 Upstream 2 Capital goods 10.81 100.11 134.65 NA
Scope 3 Upstream 3 Fuel & energy related activities (not included in scope 1 and scope 2) 5.79 6.57 3.80 6.00
Scope 3 Upstream 5 Water & Waste generated in operations 6.29 6.25 6.25 NA
Scope 3 Upstream 6 Business travel 203.12 437.86 183.01 131.00
Scope 3 Upstream 7 Employee commuting & homeworking 100.01 151.65 178.61 NA
Carbon "Verified carbon offsets purchased and retired in period
Offsets (offset of business travel plus contingency)" (235.00) (460.00) – –
Scopes 1, 2 & 3 Scopes 1, 2 & 3 Net Global total
Market-based (i.e. less verified offsets where applicable) 714.21 700.41 1,094.68 242.00
40 City of London Investment Group PLC Annual Report 2024/2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
Strategic report
4.2.2. Scope 1 & 2 Comparison
with base year
Our scope 1 & 2 market-based emissions
have reduced by 9.26 tCO
2
e from last year
(year ended 30th June 2024), as a result of
continuing to procure a green electricity
contract for our London office and
renewable energy credits for our Rochester
office and extending this approach to
incorporate our West Chester office.
Our associated Scope 1 & 2 intensity ratio
has reduced from 0.91 tonnes CO
2
e/FTE
in our base year, to 0.18 tonnes
CO
2
e/FTE this year, with a reference
value of 113 FTE in period.
4.3. Targets and future actions
Limiting the average global temperature
rise to ‘well below 2°C above pre-industrial
levels’ and pursuing efforts to limit the rise
to 1.5°C above pre-industrial levels, in line
with the Paris Agreement, is a critical
challenge facing the global economy. Our
net zero target considers alignment with
the UK’s legally binding requirement to
reduce its greenhouse gas emissions by
100% from 1990 levels. The net zero
target for the UK was defined in the
Climate Change Act 2008 (2050 Target
Amendment) Order 2019.
We are targeting operational net zero by
2050. We will be developing a Group
climate strategy that will set out our near-
term 2030 and long-term 2050 net zero
targets. This will consider the actions we
are taking across various climate pillars.
Implementation of our operational
decarbonisation strategy will be led by
our Group Executive Committee and
representatives from CLIM & KIM
and overseen by the ARC.
Pillar 1 – Reduce absolute Scope 2
(market-based) GHG emissions to 0
by 2027.
Pillar 2 – Reduce absolute Scope 1 & 2
(location-based) greenhouse gas (GHG)
emissions by 40-50% by 2030 from a
2022 baseline.
0
50
100
150
200
2013/14 2014/15 2015/16 2016/17 2017/18 2018/19 2019/20 2020/21 2021/22 2022/23 2024/252023/24
GHG emissions (tCO
2
e)
Reporting period
Figure 4.2. CLIG – Year on year comparison of Scopes 1 & 2 combined (tCO
2
e)
30th June 2022 30th June 2023 30th June 202530th June 2024
0.91
0.25
0.18
0.47
Figure 4.3. CLIG – Year on year comparison of Scopes 1 & 2 intensity (tCO
2
e/FTE)
Pillar 3 – Reducing and offsetting
business travel with additionality and
permanence.
Pillar 4 – We will consider implementing
KPIs and annual reductions in our Scope 3
emissions. It will support our stewardship
role in promoting sustainability
throughout our business operations.
City of London Investment Group PLC Annual Report 2024/2025 41
Overview Financial statements Shareholder informationGovernanceStrategic report
In the course of conducting our business operations, we are exposed to a variety of
risks, including market, liquidity, operational and other current and emerging risks
that may be material and require appropriate controls and ongoing oversight.
RISK MANAGEMENT
Group’s risk management framework
The CLIG Board has the ultimate
responsibility for setting the risk
management framework for the Group,
including discussing and agreeing what the
Group’s overall top risks are, which are
reviewed by the Board at each scheduled
Board meeting.
A Group-level risk register has been
established which identifies principal
current and emerging risks. The risk register
provides a measure of the principal risks
and a Red, Amber, Green (RAG) status
based on the level of risk, frequency and
mitigating controls in place.
CLIM’s Risk & Compliance Committee
(RCC) and KIM’s Compliance Committee
have the responsibility of the day-to-day
oversight of the risk management process at
the respective operating subsidiaries.
CLIM
CLIM’s Board has established an RCC,
which is co-chaired by CLIM’s Head of
Compliance and US Chief Compliance
Officer. The other members of the RCC
are the Executive Directors of CLIM and
CLIG and CLIM’s COO. The purpose of
the RCC is to assist the CLIM Board in
the oversight, maintenance and
development of CLIM’s current and
emerging risks and compliance frameworks
in adherence with its risk appetite.
CLIM’s risk management process requires,
on a semi-annual basis, that each
department/line of business, via a
departmental risk assessment, review its
current and emerging risks and the business
processes that occur in each and assign
both an inherent and residual risk rating,
as whilst we cannot eliminate all risk, our
aim is to proactively identify and manage
those risks that have been identified.
The RCC meets quarterly to provide the
members with a regular forum at which to
ensure any relevant issues are discussed
and agreed upon. At its meetings, the
RCC reviews management information
such as the CLIM risk register, breaches
and errors, personal account dealing, other
business interests, gifts and hospitality,
complaints, Anti Money Laundering
(AML) updates including new clients on-
boarded, ongoing screenings, capital
adequacy, liquidity, employee training,
outsourcing and key regulatory updates,
as well as approving new or updated
CLIM policies.
The RCC via CLIM’s Head of
Compliance and US Chief Compliance
Officer reports to the CLIG Audit
& Risk Committee at each of its four
scheduled meetings.
KIM
The KIM Board has established a
Compliance Committee which is chaired
by KIM’s Chief Compliance Officer
(KIM CCO) and includes three other
members: KIM’s Chief Financial Officer,
KIM’s Director of Operations; and KIM’s
Chief Investment Officer/President.
The Committee’s purpose is to review
and assess the Company’s investment
adviser compliance programme in the
following manner: assist the KIM
CCO with administering the investment
adviser compliance programme; evaluate
the Company’s compliance with federal
securities laws; monitor compliance with
the Company’s policies and procedures
as set forth in the Compliance Manual
and Code of Ethics; oversee and assess
the Company’s Information Security
policy and Business Continuity and
Disaster Recovery Plan; oversee and
assess the Company’s Identity Theft
Prevention Programme; and address
other matters that the Management
Committee deems appropriate.
The Committee meets as often as it may
be deemed necessary or appropriate in
its judgement, either in person or
remotely, and at such times and places
as the Committee shall determine. The
Committee, via the KIM CCO, reports to
CLIG’s Audit & Risk Committee at each
of its four scheduled meetings.
Internal controls
The Group maintains a comprehensive
system of internal controls, including
financial, operational and compliance/
risk controls.
As mentioned earlier, on a semi-annual
basis each department of business
within CLIM is required to review and
update their individual risk assessment.
Additionally, each department of business
within CLIM is subject to an annual
review by senior management, who are
required to identify and report on the key
controls pertinent to their responsibilities.
The senior management team at KIM is
responsible for ensuring adequate internal
controls within KIM.
The Audit & Risk Committee reviews the
effectiveness of the system of internal controls
on an ongoing basis.
During the year an internal audit function
has been set up to provide independent
assurance and to support the Board in
complying with the new Principle O of the
UK Corporate Governance Code 2024
and its responsibility to maintain the
effectiveness of the risk management and
internal control framework. Refer to page
60 for further information.
Strategic report
42 City of London Investment Group PLC Annual Report 2024/2025
In addition, there are a number of less significant financial risks outlined in note 26 on pages 126 to 127.
Team approach, internal procedures and knowledge sharing. Remuneration
packages reviewed as needed to ensure talent/key employees are
retained. In addition, the Nomination Committee regularly reviews talent
and succession plans for both Board and key senior management positions.
Risk that key employees across the business
leave/significant reliance on a small number
of key employees.
IT monitors and controls risks related to cyber threats, and for the
strength and security of the Group's network and infrastructure. The IT
department has controls in place to mitigate risk, which include, but are
not limited to access management, patch management, application
updates, physical environment protection, and data back-up and recovery.
The Group has policies in place for Disaster Recovery/Business Continuity
and Incident Response Planning.
Risk that technology systems and support
are inadequate or fail to adapt to changing
requirements; systems are vulnerable to
third party penetration or that the business
cannot continue in a disaster.
Mandate guidelines are coded (where possible) into the order
management system by the Investment Management/Compliance
teams of each operating subsidiary.
Risk of a material error or investment
mandate breach occurring.
Compliance teams of each subsidiary monitor relevant regulatory
developments – both new regulations as well as changes to existing
regulations that impact their respective subsidiary. Implementation is
done as practicably as possible taking into account the size and nature
of the business.
The finance team with the support of CLIG’s Company Secretary keeps
abreast of any changes to Listing Rules, accounting and other standards
that may have an impact on the Group.
Finance and both the compliance teams receive regular updates
from a variety of external sources including regulators, law firms,
consultancies etc.
Risk of legal or regulatory action resulting
in fines, penalties, censure or legal action
arising from failure to identify or meet
regulatory and legislative requirements in
the jurisdictions in which the Group and its
operating subsidiaries operate, including
those as a result of being a listed entity on
the London Stock Exchange. Risk that new
regulation or changes to the interpretation
of existing regulation affects the Group’s
operations and cost base.
Key person
risk
Technology, IT/
cybersecurity
and business
continuity risks
Material error/
mandate breach
Regulatory and
legal risk
PRINCIPAL RISK
CONTROLS / MITIGATION
Principal risks
The Board has conducted a robust
assessment of the principal risks facing
the Group, including those that would
threaten its business model, future
performance, solvency or liquidity.
This assessment includes continuous
monitoring of both internal and external
environments to identify new and
emerging risks, which in turn are analysed
to determine how they can best be
mitigated and managed. The primary risk
is the potential for loss of FuM as a result
of poor investment performance, client
redemptions, reputational damage, a
breach of mandate guidelines or market
volatility. The Group seeks to attract and
retain clients through consistent
outperformance supplemented by first
class client servicing.
In addition to the above key business
risk, the Group has outlined what it
considers to be its other principal risks,
including the controls in place and any
mitigating factors.
Should shareholders have any queries
with regard to the content of this
report, they are welcome to email us at
investorrelations@citlon.co.uk , but we
will not be able to answer any questions
of a price-sensitive nature.
Strategic Report approval statement
The Strategic Report contained on pages 5 to 42 has been approved by the
Board of Directors and is signed on its behalf by:
Rian Dartnell
Chairman of the Board
15th September 2025
RISK MANAGEMENT
CONTINUED
Strategic report
Contents
Chair's introduction 44
Board of Directors 46
Corporate governance report 47
Nomination Committee report 53
Audit & Risk Committee report 58
Remuneration Committee report 62
Annual Report on Remuneration 64
Directors’ Remuneration Policy 74
Directors’ report 81
Statement of Directors’ responsibilities 84
City of London Investment Group PLC Annual Report 2024/2025 43
Strategic reportOverview Financial statements Shareholder information
Governance
GOVERNANCE
CHAIR’S INTRODUCTION
On behalf of the Board, I am pleased to introduce the
Company’s Corporate Governance Report for the year ended
30th June 2025. This section of the report sets out our
corporate governance framework and how we have applied the
2018 UK Corporate Governance Code principles.
CLIG’s keen focus on corporate governance has continued
through the year. We have further strengthened the reporting
relationship between the Group Executive Committee and the
Board, begun to embed the recent changes to the Board and
Committees, progressed Board succession discussions and
reviewed the changes to the UK Corporate Governance Code
(the 2024 Code) which will apply to us from FY 2026.
We welcome the changes to the 2024 Code which was
published in January 2024 by the Financial Reporting Council
(FRC) following earlier consultation by the government relating
to trust in audit and corporate governance. One of the key
revisions in the 2024 Code focuses on internal controls. Last
year the Board tasked a team within the business to review and
strengthen the processes already in place in time for when the
2024 Code requirements come into effect, and we look forward
to reporting more on this in our FY 2026 Annual Report.
Board changes and succession planning
We were pleased to welcome Ben Stocks to the CLIG Board in
April 2025 as a new Independent Non-Executive Director
(NED) and he became Chair of our Nomination Committee as
of July. We will pick up our search for an additional NED when
our new CEO joins – to add diversity and longevity to our
Board. Succession planning is a key priority for the Nomination
Committee and further work on this will continue here as well.
Further details can be found in the Nomination Committee
report on page 53.
Board performance review
As we continue our focus on high standards of corporate
governance, our FY 2025 Board performance review was
conducted internally. The Board reviewed its own performance
and effectiveness along with that of its committees and
individual Directors, with the results and feedback from the
Directors due to be discussed at the Board meeting in
September 2025. The responses were consistent with my view
that we have a well-functioning Board and that our NEDs
maintain a deep commitment to CLIG and are upholding high
standards for the Company. An update on the outcomes and
actions from the 2025 performance will be available in our next
Annual Report. Further details about the 2025 process can be
found on page 55.
Annual General Meeting (AGM)
The Company will hold its 2025 AGM on 27th October 2025
at 77 Gracechurch Street, London EC3V 0AS at 11:30 am.
Voting at the AGM will be conducted by way of a poll and the
results will be announced through the Regulatory News Service
and made available on the Group’s website.
More information on AGM arrangements is included in the
Notice of the AGM on page 129.
On behalf of the Board, we look forward to meeting with
shareholders at the AGM.
44 City of London Investment Group PLC Annual Report 2024/2025
Governance
“Your Board has initiated improvements that broaden
and empower the leadership teams at CLIM and
KIM as well as set clear goals and accountability.”
Rian Dartnell Chair
City of London Investment Group PLC Annual Report 2024/2025 45
Looking ahead
A solid governance framework and appropriate processes are
well-embedded throughout the Group, and we continue to
improve where we identify opportunities to do so. Most notably,
we intend to focus on updating our Board and Committee
succession process, consider how we may enhance stakeholder
engagement and ensure that we complete on-going maintenance
of an effective risk management and internal control framework.
Your Board has initiated improvements that broaden and
empower the leadership teams at CLIM and KIM as well as set
clear goals and accountability. We are highly focused on the
selection of our new CLIG CEO and, as mentioned in my
Chairman’s Statement, have engaged with impressive
candidates that we are currently meeting. More details will
be forthcoming as we progress.
The past year has been busy and productive. I would like to take
the opportunity to thank my Board colleagues and the CLIG
team for their continued focus and commitment.
Rian Dartnell
Chairman of the Board
15th September 2025
Strategic reportOverview Financial statements Shareholder information
Governance
BOARD OF DIRECTORS
46 City of London Investment Group PLC Annual Report 2024/2025
Governance
RIAN DARTNELL, CHAIR OF THE BOARD
Date of appointment: 1st October 2020 Aggregate tenure: >9 years
Experience: Rian Dartnell is the Managing Partner of PAXIS Key Holdings and works with endowment,
foundation and family relationships to identify and monitor exceptional managers and investments. He also serves
as a Trustee, Adviser, or Investment member for high quality family, endowment and institutional investors. Rian
served as a Non-Executive Director on the Group Board from June 2011 to July 2016.
External listed directorships: none.
Contributes to the Board: strong leadership; extensive experience of asset management industry; experienced
investor; and financial and emerging markets knowledge.
Committee membership
N R
PETER ROTH, SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment: 1st June 2019 Aggregate tenure: >6 years
Experience: Peter E. Roth has more than 40 years of experience in the financial services industry. During his career,
he has held senior executive positions with Fox-Pitt, Kelton and Keefe, Bruyette & Woods. Peter currently serves as
Managing Partner of Rothpoint Group LLC, a New York based consulting firm focusing on the financial services
industry. Peter is an Independent Director of the Stone Point Credit Corporation, Trustee of the Stone Point Credit
Income Fund and is the Chair of the Audit Committee and member of the Nomination and Governance Committee
of both companies. In the non-profit sector, serves on the Board of St Mary’s Healthcare System for Children where
he Chairs the Finance Committee and serves on the Executive, Nomination and Development Committees.
External listed directorships: none.
Contributes to the Board: experienced investor; extensive knowledge of financial services industry;
Audit Committee Chair experience; and wide-ranging governance experience.
Committee membership
A N R
SARAH ING, INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment: 1st March 2024 Aggregate tenure: >1 year
Experience: Sarah is a qualified chartered accountant with over 30 years of experience in the financial services
sector including audit, corporate finance, investment banking and asset management. She is an experienced NED
in quoted financial services companies. Previously, Sarah founded and ran an investment management business and
was also a top-rated equity research analyst covering the financial sector. Sarah is also an independent NED at
CMC Markets plc, XPS Group plc and Marex Group plc. She is Senior Independent Director and Chair of the
Remuneration Committee at CMC Markets plc, Chair of the Audit and Risk Committee at XPS Group plc and at
Marex Group plc she is Senior Independent Director and Chair of the Audit and Compliance Committee.
External listed directorships: Non-Executive Director – CMC Markets plc, XPS Group plc and Marex Group plc.
Contributes to the Board: extensive knowledge of financial services industry; leadership; Audit Committee &
Remuneration Committee Chair; and wide-ranging governance experience.
Committee membership
A N R
BEN STOCKS, INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of appointment: 7th April 2025 Aggregate tenure: <1 year
Experience: Ben Stocks has more than 35 years of experience in management leadership positions and has held
senior executive positions with Courtaulds PLC and Carnauld Metal Box. Ben was Group Chief Executive of
Porvair PLC from 1998 to 2025, during which time Porvair transformed from a mainly UK based materials
company into a global specialist filtration business with operations in the USA, UK, Europe and Asia. He is
Senior Independent Non-Executive Director of the Aerospace Technology Institute and Chair of its
Remuneration Committee. Ben has an MBA from INSEAD and MA (Hons) from St. Andrews University.
External listed directorships: none.
Contributes to the Board: extensive experience in management leadership positions.
Committee membership
A
Audit & Risk Committee
N
Nomination Committee
R
Remuneration Committee Committee Chair
A N R
City of London Investment Group PLC Annual Report 2024/2025 47
Strategic reportOverview Financial statements Shareholder information
Governance
CORPORATE GOVERNANCE REPORT
Governance
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
For the financial year ended 30th June 2025 the Board has applied the principles of the 2018 UK Corporate Governance Code
(the 2018 Code) a copy of which can be found on the website of the Financial Reporting Council,
www.frc.org.uk.
Our Corporate Governance Report has been structured to assist shareholders and other stakeholders to evaluate the Company’s
application of the 2018 Code, with appropriate cross-references made where relevant information is disclosed in other sections of
the annual report. The table below provides a summary of how the Board has applied the 2018 Code principles during the year.
Looking ahead, the Board has noted the changes introduced to the 2018 Code, and, with support from the Company Secretary,
continues to work to ensure adherence to these changes. The 2024 UK Corporate Governance Code (2024 Code) will apply to
the first accounting period commencing after 1st January 2025, meaning the Group will be required to comply with the 2024
Code from FY 2026.
SECTION OF
THE CODE
SUMMARY OF HOW WE APPLIED THE CODE
Board
leadership
and Company
purpose
The role of the Board is set out on page 48. The section 172 (1) statement on page 30 explains how the Directors
carry out their duty to promote the long-term success of the Company, taking into account the outcome of engagement
with key stakeholders.
Please see page 49 for a summary of the Group’s culture, purpose, values and pages 18 to 19 for strategy.
The Board’s role in ensuring the Group has the necessary resources is stated on page 48. The Audit & Risk Committee
report on pages 58 to 61 includes a description of the Group’s approach to risk management and internal control.
Commentary about stakeholder engagement can be found on pages 31 to 32.
The approval of workforce policies is a matter reserved to the Board. Please see page 31 for more details on the Board’s
role in relation to workforce policies and whistleblowing.
Division of
responsibilities
Information about the Chair’s role and responsibilities can be found on page 52. Details of the Chair’s tenure and succession
plans can be found on pages 49 and 50.
The composition of the Board is kept under review. A description of the division of responsibilities between the Board and
the Group Executive Committee can be found on page 50.
Expectations about time commitment and the duties of the role are set on appointment and the Chair of the Board provides
support to the Non-Executive Directors as necessary thereafter. Please see page 52 for additional commentary.
Information about the Company’s Board performance evaluation, which includes a review of Board processes, can be found
on page 55.
Composition,
succession and
evaluation
The approach to Board appointments and succession planning and the Board Diversity policy are described on pages 54 to 57.
The Board reviews the balance of skills and experience needed as part of its discussions on succession planning.
See page 54 for more information.
Information about the annual Board evaluation and the individual evaluation of Directors can be found on page 55.
Audit, risk and
internal control
The Board monitors the need for an internal audit function and the policies and processes in place to ensure the
independence and effectiveness of the external auditor. Further details can be found in the Audit & Risk Committee Report
on pages 58 to 61.
The Audit & Risk Committee and the Board consider whether the annual report is fair, balanced and understandable and the
appropriate statement is included on page 59.
Disclosures on the Company’s internal control and risk management systems are included in the Audit & Risk Committee
Report on pages 58 to 61 and in the Directors’ Report on page 83.
Remuneration
The Remuneration Committee considers the alignment of rewards policies with long-term strategy. Refer to pages 74 to 80.
Details about the operation of the Remuneration Committee are included in the Chair of the Remuneration Committee’s
Annual Statement and the Annual Report on Remuneration on pages 62 to 73.
The Remuneration Committee exercises appropriate discretion when authorising remuneration outcomes, as described in
the Annual Report on Remuneration on pages 64 to 73.
CORPORATE GOVERNANCE REPORT
48 City of London Investment Group PLC Annual Report 2024/2025
Governance
CORPORATE GOVERNANCE FRAMEWORK
GROUP EXECUTIVE COMMITTEE (GEC)
Chaired by Tom Griffith**
Comprised of four members: Carlos Yuste – Head of Business Development, Dan Lippincott – KIM President and Chief Investment Officer,
Deepranjan Agrawal – Group Chief Financial Officer and Tom Griffith – Chief Executive Officer.
Roles and responsibilities
• Provides executive oversight of the Group’s operating businesses and day-to-day management of the Group.
AUDIT & RISK COMMITTEE
Chaired by Peter Roth
Comprised exclusively of three
Independent Non-Executive Directors.
Roles and responsibilities
• Oversees financial reporting,
audit and risk.
See page 58 for the Audit & Risk
Committee report.
NOMINATION COMMITTEE
Chaired by Ben Stocks*
Comprised exclusively of four
Independent Non-Executive Directors.
Roles and responsibilities
• Oversees Board composition, succession
planning and governance matters.
See page 53 for the Nomination
Committee report.
REMUNERATION COMMITTEE
Chaired by Sarah Ing
Comprised exclusively of four
Independent Non-Executive Directors.
Roles and responsibilities
• Oversees Group remuneration policy
and strategy ensuring there is an
appropriate linkage between strategy
and reward.
See page 62 for the Remuneration
Committee report.
BOARD OF DIRECTORS
Chaired by Rian Dartnell
Roles and responsibilities
• Establishes the Company’s purpose, values and strategy, satisfying itself that these and its culture are aligned.
• Ensures that the Group’s financial structure, resources, talent and culture support its objectives and long-term success.
• Oversees the framework for risk management and internal control.
• Maintains engagement with stakeholders.
BOARD AND COMMITTEE MEETING AND ATTENDANCE
Board Audit & Risk Committee Nomination Committee Remuneration Committee
Number of scheduled meetings:
Executive Directors
Tom Griffith 6/6 N/A N/A N/A
Non-Executive Directors
Peter Roth 6/6 4/4 2/2 4/4
Rian Dartnell 6/6 N/A 2/2 4/4
Tazim Essani
(1)
2/2 1/1 1/1 2/2
Sarah Ing 6/6 4/4 2/2 4/4
Ben Stocks
(2)
1/1 1/1 0/0 0/0
Notes:
•
Includes scheduled meeting dates that have taken place up until the financial year ended 30th June 2025.
•
In addition to this year’s scheduled Board and Nomination Committee meetings, several ad-hoc meetings have also taken place.
1) Tazim Essani stepped down from the Board on 28th October 2024.
2) Ben Stocks was appointed to the Board on 7th April 2025.
* Ben Stocks became Chair of the Nomination Committee on 1st July 2025.
** Tom Griffith stepped down from the Board on 1st July 2025.
City of London Investment Group PLC Annual Report 2024/2025 49
Strategic reportOverview Financial statements Shareholder information
Governance
BOARD STATISTICS
Male
Female
1
4
Non-Executive (inc. Chair)
Executive
1
4
3-6 years
0-3 years
6-8+ years
Rian Dartnell’s previous tenure as
a CLIG Director has been included
2
3
Non-Independent
Independent (excl. Chair)
3
1
GENDER BALANCE TENURE
INDEPENDENT VS.
NON-INDEPENDENT
EXECUTIVE VS.
NON-EXECUTIVE
BOARD LEADERSHIP AND COMPANY PURPOSE
There were six formally scheduled Board meetings during the
year, with ad hoc meetings convened when required. The Group
Chief Financial Officer (CFO) prepares an agenda for each
Board meeting in conjunction with the Company Secretary,
Chief Executive Officer (CEO) and Chair of the Board. Agendas
are structured to allow sufficient time for discussion and debate,
and to ensure that the Board covers all items it needs to in order
to discharge its duties. A dedicated Board portal is used to
create, distribute and securely hold meeting packs, which are
published in a timely manner before each Board and Committee
meeting to ensure that all Directors have sufficient time to
review the information.
Outside the formal meetings, the Chair meets with the CEO
and other members of the GEC, promoting an open and
constructive environment in the boardroom and actively invites
NEDs to express their views. The NEDs provide objective,
rigorous and constructive challenge to management and hold
meetings at which Executive team members are not present.
The Board periodically invites colleagues from within the
business, external advisers and brokers to address Board
meetings to provide comment on current market issues and
specific developments. The Company Secretary helps coordinate
internal procedure that relate to corporate governance issues
and is available to provide independent guidance to individual
board members.
The Board is responsible for setting the Company’s purpose,
values and strategy, and for satisfying itself that these and its
culture are aligned. The Board reviewed its purpose, values
and methods for assessing and monitoring culture in
September 2025.
Purpose
The Group exists for the mutual benefit of our three primary
stakeholders: Clients, Employees and Shareholders.
Values
• The Clients pay the bills – Clients expect superior
investment performance, openness and accountability,
and ethical treatment.
• The Employees manage the business – Employees expect
fair treatment, open communication and to share in the
success of the Group.
• The Shareholders own the business – Shareholders expect
relevant risk and cost controls, quality earnings and within
the bounds of prudential balance sheet management,
regular dividend distributions.
Culture
The Board is responsible for setting the cultural tone of the
Group by way of clear policies, procedures and codes which set
out, and aim to ensure attainment of, stakeholder expectations.
By setting an appropriate cultural framework the Board’s goal is
to empower employees to deliver consistently and sustainably
against the strategy it sets.
New employees receive an induction including coaching on
the Company’s Code of Ethics, which covers behavioural
expectations around topics such as bribery and corruption,
conflicts of interest, insider dealing, confidentiality, personal
securities account dealing, inclusion, gifts and hospitality and
delegated levels of authority.
CORPORATE GOVERNANCE REPORT
CONTINUED
50 City of London Investment Group PLC Annual Report 2024/2025
Governance
The Board receives updates on employee retention, an
important indicator that the Board has succeeded in embedding
a positive culture. The Group boasts a very low level of
employee turnover with high levels of reported employee
satisfaction. Employee retention remains a key cornerstone of
the Group’s strategy and is one of the Group’s additional key
performance indicators. Further details on strategy can be found
on pages 18 to 19 and additional key performance indicators
can be found on pages 21 to 25.
The Board receives regular updates from CLIM’s Head of
Compliance and KIM’s Chief Compliance Officer, which
contain details of policy breaches, including in relation to the
Code of Ethics. The Board monitors such breaches closely with
a view to acting should the reported issues indicate a trend as
opposed to an exception.
Whistleblowing Policy
The Group has adopted procedures by which employees may,
in confidence, raise concerns relating to possible improprieties
in matters of financial reporting, financial control or any other
matter. The Whistleblowing Policy applies to all employees of
the Group, who are required to confirm that they have read the
policy and are aware of how the procedure operates as part of
an ongoing internal training programme. The Board receives
regular updates with respect to the whistleblowing procedures
during the year.
Other Group Policies
We also have Group-wide policies on a range of social issues,
including Diversity, Equity & Inclusion, Anti-Slavery & Human
Trafficking and Anti-Corruption & Bribery. These are reviewed
and approved by the Board as required. For further details on
our polices and our approach taken to ESG please see our
website:
www.clig.co.uk
MATTERS RESERVED TO THE BOARD
The Board operates a policy of matters formally reserved for its
decision, which includes items that are material in delivering on
the Group’s strategy and purpose. These matters include:
• Setting the Company’s values and standards and monitoring
progress against them.
• Approval of strategic aims and objectives.
• Approval of budgets, capital expenditure and changes to the
Group’s capital structure.
• Ensuring a sound system of internal controls and risk
management.
• Approval of financial results and trading updates.
• Approval of dividends and review of dividend policy.
• Approval of workforce policies.
The full schedule of matters reserved can be found on the
Company’s website:
www.clig.co.uk.
Division of responsibilities
Responsibilities among the individual Board members are clearly
defined and effectively managed. The Chair oversees the Board’s
overall effectiveness and champions the highest standards of
corporate governance. The CEO is responsible for leading the
business and executing the Group’s overall strategy, working
closely with the Chair, CFO and the GEC. The NEDs offer an
invaluable independent oversight, strategic guidance and hold
management accountable.
On 1st July 2025 Tom Griffith left his role as CEO of the
Company and agreed to stay on to work with CLIG’s executive
team to ensure a smooth transition until September 2025.
The Board acknowledges that the 2024 Code requires there to
be a clear division of responsibilities between the leadership
of the Board and the executive leadership of the Company
and to address this the Board is focused on the appointment
of a new CEO.
City of London Investment Group PLC Annual Report 2024/2025 51
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Governance
BOARD ACTIVITIES
The Board discharges its duties through an annual programme of meetings. Some key areas of focus during the financial year
are shown below.
STAKEHOLDERS
CONSIDERED
Strategy and
Performance
• Received and discussed regular reports from the Executive Director and senior management
on performance and strategy.
• Reviewed and approved Group strategy and KPIs, as set out on pages 18 to 25.
• Reviewed culture, purpose and values and alignment with culture.
• Received regular reports from the Company’s brokers and investor relations advisers.
• Shareholders
• Clients
• Employees
Financial
Oversight
• Reviewed the Company’s dividend policy.
• Considered and declared an interim dividend of 11p per share for payment on 3rd April 2025.
• Considered and recommended a final dividend of 22p per share payable on 6th November 2025.
• Reviewed and approved full and half year results and the Annual Report and Accounts.
• Reviewed and approved quarterly trading updates released during the year.
• Reviewed and approved the FY 2025 Group budget.
• Reviewed financial performance against forecasts.
• Shareholders
• Employees
Audit Risk and
Internal Control
• Reviewed and approved the Internal Capital and Risk Assessment (ICARA).
• Reviewed systems of risk management and internal control.
• Approved the going concern statement and assessment of viability.
• Carried out a robust assessment of the Company’s principal and emerging risks.
• Shareholders
• Clients
• Employees
• Vendors
• Environment
• Regulators
Governance
• Appointing a new Independent Non-Executive Director.
• Oversight of outputs from the Committees of the Board.
• Reviewing and considering the outcomes from the recent internal Board evaluations.
• Reviewing Committee Terms of Reference.
• Reviewed updates at each meeting from the Company Secretary on governance and
regulatory developments.
• Approved various Group policies.
• Assessed the Group’s compliance with corporate governance guidelines and regulations.
• Shareholders
• Communities
• Environment
• Regulators
52 City of London Investment Group PLC Annual Report 2024/2025
CORPORATE GOVERNANCE REPORT
CONTINUED
Governance
Appointment and election
In April 2025 the Board approved, on recommendation from
the Nomination Committee, the appointment of Ben Stocks
as an Independent NED. Since the year-end, Ben was
appointed as Chair of the Nomination Committee and
continues as a member of the Audit and Risk Committee
and the Remuneration Committee. In line with best
practice, the Board also agreed that all Directors would seek
election or re-election at the 2025 AGM. For further
information, please see pages 53 to 57 of the Nomination
Committee Report.
New Director Induction
A full and comprehensive induction programme is prepared
for new Directors. This includes a range of separate internal
meetings with the Board members and key individuals within
the business. Site visits are also planned to meet local
management and workforce whilst meetings with key external
advisers also take place. For further information, please see pages
54 to 56 of the Nomination Committee Report.
Director time commitment, conflicts of interest
and external appointments
Director time commitments are assessed annually by the
Nomination Committee. Directors are required to disclose any
significant commitments upon appointment and all external
appointments must be approved by the Board before they are
accepted. On appointment, Directors are required to disclose
conflicts of interest to the Company. Details of existing conflicts
of interest are tabled at each Board meeting and Directors are
asked to provide updates where required. Conflicts of interest
are also verified as part of year-end reporting.
INDIVIDUAL BOARD ROLES AND RESPONSIBILITIES
Chair
• Leads the Board and ensures its effectiveness.
• Supports the CEO in the execution of duties and providing
constructive challenge.
• Works closely with Executive and Non-Executive Directors,
and facilitates a culture of open, robust and effective debate.
• Ensures that the Board maintains effective communications
with shareholders and other stakeholders.
• Ensures stakeholder interests are considered in Board’s
decision-making.
Chief Executive Officer
• Responsible for executive management of the Group.
• Formulates and recommends Group strategy for Board approval
and responsible for execution of approved strategy.
• Runs the business within appropriate delegated authorities,
risk management and internal controls.
• Communicates and embeds a shared purpose, sets business
values and builds management talent.
• Develops an effective relationship with the Chair and leverages
the knowledge of Non-Executive Directors.
Senior Independent Director
• Provides a sounding board for the Chair and, if required, acts
as an intermediary between Directors and shareholders.
• Leads the annual evaluation of the Chair’s performance.
• Leads the search for the appointment of a successor to the roles
of Chair of the Board and Chair of the Nomination Committee,
where required.
• Available as an additional point of contact for shareholders
and other stakeholders if they feel matters raised have not
been appropriately dealt with by the Chair and CEO.
Non-Executive Director
• Bring a broad external perspective, independent judgement and
objectivity to the Board’s decision making and discussions.
• Challenge and support Executive Director in the development and
implementation of the strategy and objectives of the Company.
• Take responsibility for monitoring the performance of
Executive Directors.
• Other responsibilities include determining appropriate levels of
remuneration, overseeing succession planning and ensuring
financial controls and risk management systems are robust.
City of London Investment Group PLC Annual Report 2024/2025 53
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Governance
NOMINATION COMMITTEE REPORT
Governance
COMMITTEE MEMBERSHIP
Ben Stocks (Chair)
Rian Dartnell
Peter Roth
Sarah Ing
I am pleased to present the Nomination Committee report for
the year ended 30th June 2025.
I would like to thank Rian Dartnell for his service as Chair
of our Nomination Committee for most of the year. I stepped
into the role in July 2025.
It was a busy year. Peter Roth continued as the Senior
Independent Director and Chair of the Audit & Risk
Committee. Sarah Ing took on the role of Chair of the
Remuneration Committee, succeeding Tazim Essani.
The Committee’s key priority during the year was the
recruitment of a new independent NED. A robust and
comprehensive recruitment process used external consultants.
I was appointed to the Board on 7th April 2025 and have
enjoyed a wide-ranging induction programme.
Looking ahead to FY 2026 the Committee’s immediate priority
will be the recruitment of a new CEO. A search is underway,
and further information will be provided in due course.
Following the recruitment of a CEO the Committee will start
to think about succession plans for the other NEDs, notably
the Board Chair Rian Dartnell, whose tenure at year end will be
9.7 years. It is the view of the independent Directors that Rian
should seek re-election as Chair of the Board at the 2025 AGM,
to guide the Group through a period of executive management
change. In forming this conclusion, the Committee engaged
with a range of key shareholders included our Controlling
Shareholder. The clear feedback was a preference for continuity.
Rian has confirmed that he would be happy to serve, and the
Committee recommends this to shareholders. We will keep
the matter under review in FY 2026, during which time we will
review Board composition and independence – a review that
may lead to the appointment of a further independent
Director in due course.
Ben Stocks
Chair of the Nomination Committee
15th September 2025
“Following the recruitment of a CEO the
Committee will start to think about succession
plans for the other NEDs”
Ben Stocks Chair of the Nomination Committee
Committee composition and attendance
The Committee held two scheduled meetings during the year,
with ad hoc meetings as required. Attendance details for
scheduled meetings can be found on page 48. Following Ben
Stocks’ appointment in April 2025 the Committee now
comprises four Independent NEDs. At the invitation of the
Committee, meetings are regularly attended by the Executive
Director. Other members of senior management are also invited
to attend and present at meetings from time to time. The
Company Secretary is secretary to the Committee.
COMMITTEE ACTIVITIES DURING THE YEAR
Terms of reference
The Committee reviewed its terms of reference in July 2025
and recommended minor changes. A copy can be found on the
Company’s website:
www.clig.co.uk.
Appointment of Directors
A formal, rigorous and transparent process is in place for the
recruitment of new Directors, as was demonstrated during the
year with the appointment of Ben Stocks. The Committee,
in consultation with other Board members, undertook a structured
assessment of the Board’s composition needs, which led to an
independent external recruiter (Nurole), who has no connections
with the Company or individual Directors, being appointed.
The Committee ensures that appointments are made on merit
against objective criteria, with due regard to the importance of
promoting diversity of gender, social and ethnic backgrounds
along with cognitive and personal strengths.
All Directors are subject to annual re-election by shareholders
at the Company’s AGM. The Committee makes
recommendations to the Board regarding the election
or re-election of Directors following consideration of Directors’
time commitments, independence and tenures. At the meeting
in July 2025, it was agreed that all Directors seek re-election
at the 2025 AGM, with the exception of Ben Stocks who
will seek election following his appointment to the Board on
7th April 2025.
Succession and Board composition
As noted above, the Committee regularly reviews senior
management succession plans and Board composition.
In FY 2026 it will expand this to include planning for
contingencies and unplanned departures. In terms of diversity,
experience and skills, an exercise to update our Board skills
matrix commenced in July 2025.
54 City of London Investment Group PLC Annual Report 2024/2025
KEY ROLES AND RESPONSIBILITIES
•
Monitor the structure, size and composition of the Board
and its principal Committees.
• Oversee succession planning for Board and senior
management roles.
• Identify and nominate candidates to fill Board vacancies.
• Review time commitment for Non-Executive Directors.
• Approve Directors for re-appointment at the end of their
terms and at Annual General Meetings.
• Review results of annual Board performance reviews.
APPOINTMENT PROCESS FOR NEW DIRECTORS
Discuss and agree requirements for the role.
Where appropriate, appoint an independent search agency.
Conduct screening interviews to develop a shortlist.
Take references when required.
All Directors interview all shortlisted candidates.
Nomination Committee final review of interview notes,
references, conflicts of interest, and time availability
followed by a recommendation made by the Nomination
Committee to the Board.
NOMINATION COMMITTEE REPORT
CONTINUED
Governance
City of London Investment Group PLC Annual Report 2024/2025 55
Board evaluation
The Board continues to review its own performance and
effectiveness and that of its Committees and individual
Directors on an annual basis. The FY 2025 effectiveness
review was sponsored by Rian Dartnell and facilitated by the
Company Secretary during June/July 2025.
The FY 2025 review was again conducted by way of an internal
questionnaire. The questions remained broadly similar to those
used in previous years to allow a comparison of results over
time. Each Director was asked to complete the questionnaire
and the responses were collated into a report by the Company
Secretary for review and discussion by the Board.
As the Company is not a constituent of the FTSE 350, the Board
determined that it would not undertake an externally facilitated
Board evaluation in FY 2025 but the need for a periodic external
perspective will remain under review by the Board.
Overall, the results of the FY 2025 evaluation were positive and
showed that the Board continued to collaborate well and
perform effectively.
Questionnaire topics included:
• Strategy
• The Board and stakeholders
• Board discussion and processes
• Risk, internal control and the Audit & Risk Committee
• Succession and the work of the Nomination Committee
• The Remuneration Committee
• The role of the Chair of the Board
Outcomes
The outcomes of the FY 2025 Board effectiveness review were
discussed by the Board at its meeting in September 2025.
During the meeting the Board considered where further
enhancements may be made and agreed upon key priorities
and actions to be taken during the year. An update of the
outcomes of the FY 2025 review will be provided in the
FY 2026 Annual Report.
Individual Directors
The individual skills, time commitment and independence of
each Director, are assessed annually and the Board confirmed
that each Director continues to contribute effectively to the
Board both within and outside of Board meetings.
Chair of the Board
The NEDs met in April 2025 without Rian Dartnell, Chair of
the Board present to discuss his performance. It was concluded
that the Chair had continued to lead the Board well, facilitating
open dialogue and encouraging the participation of all
Directors. Additionally, during the year the Chair held several
meetings with the NEDs without management present.
Strategic reportOverview Financial statements Shareholder information
Governance
56 City of London Investment Group PLC Annual Report 2024/2025
NOMINATION COMMITTEE REPORT
CONTINUED
Governance
Director induction and ongoing training
The Directors induction process aims to:
• familiarise Directors with the Group’s business, departments
and processes;
• cover the role, duties and responsibilities of Directors of a
UK listed company; and
• facilitate engagement with employees.
Comprehensive and tailored programmes are formulated for
each Director, depending on their individual background and
experience. New Directors meet members of the Board,
including the Chair, as well as Heads of Departments from
around the business. They are given documentation providing
key information related to the Group, including financial
performance, Board policies and procedures and governance
matters. These documents remain available to Directors as a
continuing point of reference.
The ongoing training needs of Directors are kept under review
and training sessions are planned as necessary.
Board size and composition
During FY 2025 the size of the Board was in line with the size
of the firm, with three Independent NEDs, one Executive
Director who was also the CEO and our Chair of the Board.
Non-Executive Director Independence
Consideration was given by the Committee to the continued
independence of the NEDs, including their term in office, the
time commitment required from each of them taking into
account the number of meetings and preparation and
attendance at those meetings. It was concluded that all NEDs
remained independent and devoted an appropriate amount of
time to fulfil their responsibilities.
Diversity and inclusion
The Board is committed to ensuring that its membership
reflects diversity in its broadest sense, with a diverse range of
demographics, skills, experience, race, age, gender, educational
and professional backgrounds and other relevant personal
attributes being reflected on the Board. The Company’s Board
and Committee Diversity Policy is reviewed regularly, and its
objectives are considered to ensure they remain relevant and
aligned with the Company’s priorities. Following review by the
Committee in July 2025, the current policy was approved by the
Board in September 2025. The Company’s Board and
Committee Diversity Policy and its objectives can be found on
the Company’s website:
www.clig.co.uk
It remains a key area of focus for the Committee to consider the
Company’s approach to diversity among the Board and senior
management. Details of the gender breakdown across the Group
can be found in the Strategic Report on page 33.
The Company remains committed to fostering diversity when
making future Board appointments.
Board and Executive Management Diversity
UK Listing Rules requires the Company to report on whether it
has met specified diversity targets. The specific diversity targets
are to ensure that at least 40% of the Board are women, at least
one of the senior Board positions (Chair, CEO, CFO and SID)
is a woman and that at least one Director is from a minority
ethnic background, requiring companies to report on a ‘comply
or explain’ basis. During FY 2024, two of the targets had been
met as there were two female Directors on the Board which
represented 40%, and one Director was from a minority ethnic
group. At 30th June 2025 however, due to Board changes, the
Company was no longer compliant. The Directors are fully
aware of the UK Listing Rule requirements and will ensure that
they are at the forefront of any succession planning discussions.
The Nomination Committee has not formally set any diversity
targets but is mindful of the target set by the FTSE Women
Leaders Review to achieve 40% female representation by 2025
and will keep this in mind. The tables below report our data on
the gender identity and ethnic diversity of the Board, senior
Board positions and executive management, based on the data
we collect from individuals when joining the Company.
City of London Investment Group PLC Annual Report 2024/2025 57
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Governance
The disclosures required under UK Listing Rule 6.6.6R(10), as at 30th June 2025, are set out below:
Gender representation data
Number of
Senior Positions on Number Percentage
Number of Percentage of Board (CEO, CFO
(1)
, in executive of executive
Board Members Board Members SID & Chair) management
(2)
management
(2)
Male 4 80% 4 4 100%
Female 1 20% 0 0 0
Not specified/prefer not to say –––––
Ethnicity representation data
Number of
Senior Positions on Number Percentage
Number of Percentage of Board (CEO, CFO
(1)
, in executive of executive
Board Members Board Members SID & Chair) management
(2)
management
(2)
White British or other White 5 100% 3 3 75%
Asian/Asian British 0 0% 0 1 25%
Mixed/multiple ethnic groups –––––
Black/African/Caribbean/Black British –––––
Other ethnic group –––––
Not specified/prefer not to say –––––
1 The CFO is not a Board Director but is a member of executive management.
2 We regard our Group Executive Committee as executive management for the purposes of UK Listing Rule 6.6.6R. The CEO is a member of the
Group Executive Committee.
58 City of London Investment Group PLC Annual Report 2024/2025
AUDIT & RISK COMMITTEE REPORT
COMMITTEE MEMBERSHIP
Peter Roth (Chair)
Sarah Ing
Ben Stocks
I am pleased to present the report of the Audit & Risk
Committee (the Committee) for the year ended 30th June
2025, setting out how the Committee has discharged its duties.
It has once again been a busy year for the Committee and I can
confirm that it has fulfilled its responsibilities through activities
taken during the year, as set out on pages 59 to 61. During the
year Tazim Essani stepped down from the Board as an
Independent NED and as a member of the Committee and
was succeeded by Ben Stocks who was appointed on 7th April
2025. The Committee’s key areas of focus during the year
were as follows:
2024 UK Corporate Governance Code
In response to the publication of the new 2024 UK Corporate
Governance Code (the Code), the Committee has focused its
attention on a number of the main changes which shall affect
audit, risk and control (specifically Principle O and Provision
29). Preparations are already underway to address these changes
so as to ensure compliance with the new Code. A deep dive on
the changes that would come into effect was held by the
Committee. Undertaking this review so early on ensured the
Committee has sufficient time to introduce and enhance our
internal controls and risk management framework ahead of the
new disclosures in relation to Principle O to be reported in the
2026 Annual Report and Accounts. Provision 29 will become
applicable to the Group from FY 2027. We look forward to
sharing these details with you in next year’s annual report.
Risk Management and Internal Control Framework
During the year an overview of the current risk management and
internal control framework was once again reviewed by the
Committee along with details of the long-standing process already
in existence for the ongoing maintenance of the framework
through an external and internal monitoring and testing program.
An internal audit function has been set up to provide
independent assurance and to support the Board in complying
with the new Principle O of the Code and its responsibility to
maintain the effectiveness of the risk management and internal
control framework.
Cybersecurity/AI
Cybersecurity continues to be a critical focal area for the
Committee, with updates being presented during the year at
every meeting. Topics covered in depth by the Head of
Information Technology included, but were not limited to
software improvements to our control environment, patching
automation, hardware removal, and network design
improvements. During the year, we completed third party
assessments of our network engineering and our ability to
respond to a cyber attack.
Environmental and Climate Risk
In relation to environmental and climate risk, the Committee
discussed the Group’s carbon offsetting strategy. ECO3 have
been engaged once again as a consultant and are working with
the Group to support its strategy and to help enable the
Company to provide assurance to its stakeholders on such
matters. There have been no major changes to the Company’s
environmental policy anticipated, and a carbon offset for
FY 2025 has been completed in the summer.
My thanks go to my fellow Committee members for their
continued insight and support in what has been a busy year
for the Committee.
Peter Roth
Chair of the Audit & Risk Committee
15th September 2025
Governance
“An internal audit function has been set up to provide
independent assurance and to support the Board in complying
with the new Principle O of the Code and its responsibility to
maintain the effectiveness of the risk management and
internal control framework.”
Peter Roth Chair of the Audit & Risk Committee
City of London Investment Group PLC Annual Report 2024/2025 59
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ACTIVITIES UNDERTAKEN DURING THE YEAR
Financial and Narrative Reporting
The Committee reviews the Group financial statements,
including half and full year results and the Annual Report and
Accounts, and makes recommendations to the Board for
approval. The Committee is responsible for reviewing the
significant financial judgements, key assumptions and estimates
employed by management, an analysis of which can be found on
the following page. As part of the review, the Committee satisfies
itself that the policies set out in note 1 of the financial statements
on pages 101 to 106 are appropriate.
Task-Force on Climate-Related Financial Disclosures (TCFD)
The Committee continued its increased scrutiny and challenge
around the disclosure requirements relating to climate change
and publication of our TCFD report. In line with the previous
year, our external environmental consultant (ECO3) was
retained during the year to help the Group in preparing its
2025 Group TCFD report.
Fair, balanced and understandable
The Committee reviewed the Annual Report and Accounts for
the year ended 30th June 2025 and concluded that they are
representative of the year and present a fair, balanced and
understandable overview, providing the necessary information
for shareholders to assess the Group’s position, performance,
business model and strategy.
Viability and going concern
The Committee concluded that a three-year assessment period
continued to be appropriate and recommended the viability
statement to the Board for approval (Refer to page 29 for
viability statement). The Committee also reviewed the going
concern disclosure (see page 81) and recommended to the
Board that the Group had adequate resources to continue in
operational existence for the foreseeable future and that it was
appropriate for the financial statements to be prepared on a
going concern basis.
KEY ROLES AND RESPONSIBILITIES
Financial and narrative reporting
• Monitor the integrity of the financial statements of the
Company and report to the Board on significant financial
reporting issues and judgements.
• Review the content of the Annual Report and Accounts and
advise the Board on whether, taken as a whole, it is fair,
balanced and understandable.
• Considered the half year report for six months ended
December 2024.
External audit
• Oversee the relationship with the external auditor.
• Assess the external auditor’s independence and objectivity,
including oversight of the policy on non-audit services.
• Assess the effectiveness of the external audit.
Risk management and internal control
• Review the adequacy and effectiveness of the Company’s
systems of risk management and internal control.
• Review and approve statements to be included in the annual
report regarding risk management and internal control,
principal and emerging risks and the viability statement.
• Consider the need for an internal audit function.
Compliance, speaking up and fraud
• Review the adequacy and security of the Company’s
whistleblowing arrangements, and procedures related to
fraud, bribery and money laundering.
Terms of reference
The Committee reviewed its terms of reference in February
2025 and with no updates or amendments recommended.
Full terms of reference of the Committee can be found on
the Company’s website:
www.clig.co.uk.
Committee evaluation
An internal Board and Committee evaluation exercise was
carried out in June/July 2025. This was by way of a
questionnaire issued to each Board member, a section of
which was devoted to the performance of the Audit & Risk
Committee. Full details of the Board evaluation process can
be found on page 55.
RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
Audit & Risk Committee
The Committee is responsible for assisting the Board in
maintaining an effective internal control environment. To
achieve this objective, the Committee receives regular reports on
compliance and internal control procedures from CLIM’s Head
of Compliance, KIM’s Chief Compliance Officer, CLIG’s Head
of Internal Audit, and CLIG’s management. The Group
maintains a Group risk register which is kept under review by
the Group Executive Committee.
CLIM’s Risk & Compliance Committee (RCC) and KIM’s
Compliance Committee have responsibility for the day-to-day
oversight of the risk management process at the respective
operating subsidiaries. They are also tasked with identifying any
areas of perceived risk exposure for their respective subsidiaries.
For the year ended 30th June 2025, the Committee is satisfied
that the risk register has been appropriately amended and
maintained.
Internal audit function
We are pleased to confirm that during the year an internal audit
function (IA) has been set up to provide independent assurance
and to support the Board in complying with the new Principle
O of the 2024 UK Corporate Governance Code and its
responsibility to maintain the effectiveness of the risk
management and internal control framework. IA is supported
by a software to help establish systems and aid business
processes and internal controls testing and remediation. Since
its inception last year there has been significant progress in
educating the business and obtaining buy-in from them, as well
as moulding the function into a fully operational team with a
view to it becoming a business partner. The Committee
reviewed the IA’s 2025 work plan, which includes additional
focus being given to the CLIG systems in light of the cyber
incidents faced by companies globally.
AUDIT & RISK COMMITTEE REPORT
CONTINUED
60 City of London Investment Group PLC Annual Report 2024/2025
Governance
Goodwill
Goodwill for the Group’s cash generating unit is tested for
impairment annually by assessing that its recoverable amount is
not less than its carrying value. Recoverable amount of an asset
is the greater of its ‘fair value less cost of disposal’ or its ‘value in
use’. This requires estimates concerning future cash flows,
financial multiples, growth rates and associated discount rates.
The services of an independent valuation consultant, Kroll
Advisory Limited (Kroll) was retained during the year to
perform an assessment of impairment as of 30th April 2025.
The Committee considered Kroll’s report outlining the
methodology for the impairment assessment and challenged
the assumptions underpinning the goodwill valuation model
including cash flow projections, multiples, discount rates and
any other inputs.
The Committee also considered whether there were any
significant changes or indicators of impairment in the period
from the assessment date to 30th June 2025.
Further details can be found in note 13 of the financial
statements on page 114.
SIGNIFICANT JUDGEMENTS, KEY ASSUMPTIONS AND ESTIMATES COMMITTEE ACTIONS
City of London Investment Group PLC Annual Report 2024/2025 61
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Governance
EXTERNAL AUDIT
Grant Thornton UK LLP (GT) was the Company’s appointed
external auditor for the year. GT attended each scheduled
meeting of the Committee during the year and reported on the
status of the Group external audit process. GT performed the
review of the half yearly report for six-month period ended
31st December 2024.
The Committee met privately with external auditors at each
meeting to allow for any concerns to be flagged by the external
auditor. No such concerns were flagged during the year.
Rotation
The Statutory EU Audit Directive (the Directive) sets out rules
for public interest entities audit firm tenure and rotation and the
provision of non-audit services. RSM UK Audit LLP (RSM)
served as the Group’s auditor for six consecutive years, following
which the Company undertook an audit tender and appointed
GT as the Group auditor for the year ended 30th June 2024.
This is therefore GT’s second year of serving as auditor. In order
to comply with the Directive, the Company intends to
undertake an audit tender at least every ten years. There are no
contractual obligations that restrict the Committee’s choice of
external auditor.
Assessment of external audit effectiveness
The Committee makes an annual assessment of the performance
of the external auditor and the effectiveness of the audit process.
This assessment is based on the Committee’s interactions with,
and observations of, the external auditor. The Committee
concluded that the effectiveness of the external audit process
carried out by GT was satisfactory and that their independence
and objectivity were sufficiently maintained. Therefore, the
Committee recommended to the Board the re-appointment of
GT at the Company’s next AGM.
The disclosures provided within this report constitute the
Company’s statement of 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.
Independence and objectivity
Both the Committee and the external auditor have robust
policies and procedures designed to protect the independence
and objectivity of the external auditor. During the year, the
Committee was provided with a number of assurances by the
external auditor regarding the checks and balances in place to
safeguard independence and objectivity. Overall, the Committee
has concluded that GT remains independent.
Non-audit services policy
The Company’s non-audit services policy sets out a list of non-
audit services that the external auditor is either permitted or
prohibited from providing to the Group. The policy places a
requirement for all non-audit services that the external auditor
is engaged for to be approved in advance as follows:
Value of non-audit service Approver
Up to £50,000 Chair of the Audit & Risk Committee
£50,001 and above Audit & Risk Committee
The policy further mandates that the total fees for non-audit
services provided by the external auditor to the Group shall be
limited to no more than 70% of the average of the statutory
audit fee for the Company, of its controlled undertakings and
of the consolidated financial statements paid to the external
auditor in the last three consecutive financial years.
Pursuant to the policy, the Committee undertakes to seek
annually from the external auditor information about policies
and processes for maintaining independence and monitoring
compliance with relevant requirements, including those
regarding the rotation of audit partners and staff.
External auditor fee
During the year, the Committee reviewed and approved the
external auditor’s fee. Refer to note 5 of the financial statements
on page 109 for fees paid to the Company’s auditors in the year
ended 30th June 2025.
CHAIR OF THE REMUNERATION COMMITTEE’S ANNUAL STATEMENT
62 City of London Investment Group PLC Annual Report 2024/2025
Governance
COMMITTEE MEMBERSHIP
Sarah Ing (Chair)
Rian Dartnell
Peter Roth
Ben Stocks
On behalf of our Board and the Remuneration Committee,
I am pleased to present our report for the year ended
30th June 2025.
This report comprises three sections:
• This Annual Statement which summarises the remuneration
outcomes for the year ended 30th June 2025 and the
key decisions taken by the Remuneration Committee
during the year.
• The Directors’ Remuneration Policy – which sets out the
remuneration policy for Executive and Non-Executive
Directors and is subject to a binding shareholder vote at
the October 2025 Annual General Meeting.
• The Annual Report on Remuneration – which discloses
how the 2022 Policy was implemented in the year ended
30th June 2025 and other disclosures which provides a
comprehensive overview of Directors’ remuneration.
2018 Code compliance
Our Remuneration Policy and arrangements comply with the
requirements of the 2018 UK Corporate Governance Code
(2018 Code). The statement of compliance with the UK
Corporate Governance Code is set out on page 47.
Business context
As noted in the Chair’s statement, the business climate over the
last year has been mixed with a tough first half and then
increased positive momentum through the second half.
Discounts have narrowed and with positive relative performance,
the Group’s FuM ended the year at $10.8 billion.
The Group’s key performance indicator (KPI) targets a total
return (share price plus dividends) to compound annually in a
range of 7.5% to 12.5% over a five-year period. This KPI
applies to employees and the Executive Director alike and is a
key cornerstone of our inclusive and team-based culture, helping
to create a common goal for the Group. As noted in the Chair’s
Statement on page 8, for the five years ended 30th June 2025,
the total return was 36.9% (2024: 34.7%), or 6.5% (2024:
6.2%) annualised (source, Bloomberg). Since listing in April
2006, the annualised return has been 11.3%. The environment
for UK-listed asset managers has been challenging for the past
few years for a number of reasons and resulted in a de-rating of
our shares while our dividends have been consistent, including
periodic special dividends.
KEY ROLES AND RESPONSIBILITIES
•
Determine policy for Directors’ remuneration and set
remuneration for the Chair, Executive Director and
senior management.
• Establish remuneration schemes aligning Executive
Director with shareholder interests.
• Review workforce remuneration and related policies.
Full terms of reference of the Committee can be found on
the Company’s website:
www.clig.co.uk.
“Our approach to remuneration aims to support the
Group strategy and long term success.”
Sarah Ing Chair of the Remuneration Committee
City of London Investment Group PLC Annual Report 2024/2025 63
Strategic reportOverview Financial statements Shareholder information
Governance
Remuneration outcomes
The Executive Director’s salary has been unchanged since 2023
and reflecting the increase in profit during the year, his profit-share
was higher than the last year. The Executive Director elected to
reduce his participation in the EIP for FY 2025 to 0% of the
profit-share so that employees were not scaled below 10%. Page 64
sets out the single figure total remuneration for the Executive
Director of $993k (2024: $858k).
2025 Directors’ Remuneration Policy review
The Directors’ Remuneration Policy (the Policy) was last put to
a binding shareholder vote at the Annual General Meeting
(AGM) on 31st October 2022 (2022 AGM) and passed with
a vote of 97.7%. The Policy has a three-year term and a new
Policy will be put to shareholder vote at the 2025 AGM
scheduled on 27th October 2025 (2025 AGM).
Our approach to structuring senior executive pay at CLIG is
atypical, in that we operate a profit-sharing arrangement (with
interim payments made during the year and the balance after
the year-end) and the Employee Incentive Plan (EIP) under
which part of bonus earned may be waived and a matching
share award granted. The structure has been in place to date and
has served us well by providing a direct link between profit and
reward and thereby aligning executives and employees with
long-term shareholder value.
The review of our Policy has coincided with a change to the
executive team and the departure of our CEO and the only
Executive Director on the Board, Tom Griffith. The Committee
has reviewed the Policy in this context, noting the need for our
2025 Policy to be sufficiently flexible and competitive to be able
to recruit in the market. Accordingly, several changes are being
made which ensure our pay structure is more closely aligned
with typical PLC practice.
For the CEO or other Executive Directors, it is proposed that the
current profit-sharing arrangement and EIP are replaced with a
more standard PLC reward structure which is simpler to
communicate both internally and externally, provides better
alignment with successful long term strategic delivery, and
strengthens our ability to recruit in the market. This will comprise
traditional bonus arrangements with deferral and annual awards
of performance shares under a Long Term Incentive Plan.
Accordingly, a number of changes have been proposed which ensures
our pay structure is more closely aligned with typical practice:
• Base salary – 2025 Policy provides for a single all-
encompassing base salary, which replaces the previous policy
on providing separate governance fees alongside base salary.
• Annual bonus replacing profit-share – The profit-sharing
arrangement will be replaced with a traditional annual bonus
scheme. The bonus opportunity will continue to be capped at
250% of salary with performance measured over one year. Two-
thirds of bonus earned will be paid in cash and one-third will
be deferred into shares for 3 years.
• LTIP replacing EIP – A new Long-Term Incentive Plan
(LTIP) is being introduced which enables performance shares
to be granted to Executive Directors with a maximum face
value of 150% of salary or 200% in exceptional circumstances.
Performance shares will vest after three years and vested
awards are subject to a further two-year holding period. This
structure aligns with common practice in listed UK PLCs and
provides stronger executive alignment with long term
performance. The previous EIP scheme which provided a
matching share award for an element of deferred bonus will
no longer operate for Executive Directors.
The Committee believes the proposed changes will better align
our remuneration with good practice and there will be clearer
disclosure between annual performance and bonus outcomes.
The Committee considered carefully how to set incentive
opportunities – the 250% of salary bonus maximum is in line
with the current profit share maximum and a 150% of salary
performance share grant is broadly aligned with the grant values
in listed companies of a similar size to us. Furthermore, the
Committee intends to retain its existing philosophy of lower
fixed and higher variable pay. At the time of writing, as we have
no Executive Directors on the Board, the Committee has not set
any bonus or LTIP criteria but will do so at the appropriate time
during the year. The LTIP measures, weightings and targets will
be disclosed in the stock exchange announcement when an
award is granted.
We engaged with our largest shareholders during our review of
the Policy and it was positively supported by them.
There will be three votes on remuneration at the 2025 AGM
and I hope you will support them. There will be the usual
advisory vote on this remuneration report (excluding the Policy),
a second vote to approve the new Policy and a third vote to
approve the LTIP rules under which deferred bonus and
performance share awards may be made.
We are always happy to discuss our approach to remuneration
with shareholders and would be happy to answer any
shareholder questions about the work of the Committee.
Sarah Ing
Chair of the Remuneration Committee
15th September 2025
64 City of London Investment Group PLC Annual Report 2024/2025
ANNUAL REPORT ON REMUNERATION
Governance
The information provided within the Annual Report on Remuneration has been audited where indicated and
summarises how the Directors’ remuneration policy was implemented during the financial period under
review, as well as setting out total remuneration figures and rationales.
Committee composition and attendance
The Committee comprises of four Independent NEDs: Rian
Dartnell, Peter Roth, Ben Stocks, and Sarah Ing serving as
Chair. The Committee is focused on maintaining the
entrepreneurial can-do team-based culture of the Group, while
at the same time continuing to deepen its processes. Our goal is
to be a balanced Group, managing investment mandates with
consistent long-term outperformance while empowering a
culture of inclusion and an atmosphere in which colleagues
strive to do their best work.
The Committee held four meetings during the year. Committee
Members’ attendance details can be found on page 48. Meetings
are regularly attended by the Executive Director and the CFO, at
the Committee’s invitation. Other members of senior management
are invited to attend and present at meetings from time to time.
No executives participate in any discussion regarding their own
remuneration. The Committee received independent advice from
FIT Remuneration Consultants during the year.
This section of the Report is made up of four parts:
1) Single total figure of remuneration
2) Future implementation
3) Further remuneration disclosures
4) Governance disclosures
The Directors’ Remuneration Policy is set out on pages 74 to 80,
and subject to its approval by shareholders at the 2025 AGM,
will govern all future remuneration to be awarded to Directors.
1) SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED)
The table below shows the single total figure of remuneration for Directors in relation to the financial year ending 30th June 2025
relative to the previous financial year ended 30th June 2024.
Fixed pay Variable pay
(2)
Dividend
Director
(1)
Taxable Profit- equivalent Total Total
fees Salary Pension benefits share EIP vesting Total fixed variable
2024/2025 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Current Directors
Executive Director
Tom Griffith
(3)
2025 45 288 36 13 605 6 993 382 611
2024 44 288 36 10 459 21 858 378 480
Non-Executive Directors
Rian Dartnell 2025 135 – – 1 – – 136 136 –
2024 101 – – 1 – – 102 102 –
Peter Roth 2025 83 – – 8 – – 91 91 –
2024 80 – – 9 – – 89 89 –
Sarah Ing 2025 68 – – – – – 68 68 –
2024 19 – – – – – 19 19 –
Ben Stocks
(4)
2025 14 – – – – – 14 14 –
2024 – – – – – – – – –
Past Directors
Barry Barry Aling
(5)
2025 – – – – – – – – –
2024 33 – – – – – 33 33 –
George Karpus
(6)
2025 – – – – – – – – –
2024 5 – – – – – 5 5 –
Jane Stabile
(7)
2025 – – – – – – – – –
2024 47 – – 9 – – 56 56 –
Tazim Essani
(8)
2025 24 – – – – – 24 24 –
2024 66 – – – – – 66 66 –
Total 2025 369 288 36 22 605 6 1,326 715 611
2024 395 288 36 29 459 21 1,228 748 480
Notes:
1) See explanation of benefits on page 65.
2) This represents dividend equivalent on EIP shares vested during the year.
3) Tom Griffith stepped down from the Board on 1st July 2025.
4) Ben Stocks joined the Board on 7th April 2025.
5) Barry Aling ceased to be a Director of the Company with effect from 23rd October 2023.
6) George Karpus ceased to be a Director of the Company with effect from 31st July 2023.
7) Jane Stabile ceased to be a Director of the Company with effect from 29th February 2024.
8) Tazim Essani ceased to be a Director of the Company with effect from 28th October 2024.
City of London Investment Group PLC Annual Report 2024/2025 65
Strategic reportOverview Financial statements Shareholder information
Governance
Non-Executive Director fees
(1)
2025
(1)
2024
£’000 £’000
Base fee for services as a Non-Executive Director 44.0 44.0
Supplemental fee for services as Chair of the Board
(2)
106.0 40.0
Supplemental fee for services as Chair of a Committee
12.5 12.5
Supplemental fee for services as Senior Independent Director
7.5 7.5
Supplemental fee for services during the CEO transition (per month)
(3)
5.0 –
Notes:
(1) Base fees and supplemental fees are set in sterling and thus have been not converted to US dollars.
(2) Supplemental fees for services as Chair of the Board were increased to £55,000 per annum with effect from 1st January 2025. These fees were further
revised to £106,000 per annum effective from 10th June 2025.
(3) Supplemental fee for services during the CEO transition effective from 10th June 2025.
Commentary on single total figure table
The Remuneration Committee satisfied itself that the single total figures of remuneration for each Director are appropriate.
A commentary on each element of the Directors’ fixed and variable remuneration is set out below.
a) Fixed pay
Salary/advisory fee
The Executive Director’s salary is kept at the lower end of what may be described as market average to allow the Group to manage
fixed remuneration costs. A high proportion of total remuneration is provided by way of variable pay, allowing for remuneration to be
trimmed in a timely fashion if market events threaten to impact profitability.
Tom Griffith’s CEO salary (including Director’s fee) was $332,500 (FY 2024: $332,500) and he did not receive a pay rise during the
year (no pay rise in FY 2024 either).
As approved at the 2019 AGM, a separate Director’s fee has been carved out from the CEO’s current salary to reflect his
Director/governance duties. In both FY 2025 and FY 2024 this was £35,000 per annum.
The difference between FY 2025 and FY 2024 amounts (salary including Director’s fee as shown on page 64) is due to the weaker
US dollar to sterling during the current year as compared to last year.
Pension
All employees*, including the Executive Director, are entitled to membership of the Group’s defined contribution pension
arrangements. Contributions are capped at 12.5% of annual salary. Employer contributions in respect of the Executive Director
was 12.5% for the period under review.
* As per the merger agreement, pension for KIM employees remain consistent with pre-merger practices of KIM.
Benefits
Taxable benefits relate to private medical insurance for the Executive Director and his dependants. It should be noted that although
the Group offers private medical insurance to all employees it is not considered a taxable benefit for those resident in the US.
Taxable benefits for Non-Executive Directors relate to reimbursed accommodation expenses whilst attending UK Board and
Committee meetings. The amounts shown are grossed up in the Group accounts for the tax due on these benefits.
b) Variable pay
Profit-share
The Company operates a profit-share plan for all employees, including the Executive Director, that is linked to Group profitability.
Profit-share constitutes a large part of employee and Executive Director’s remuneration – being variable, it can be adjusted in line with
profitability and can therefore account for inherent volatility in earnings. A maximum profit-share of up to 30% of the pre-profit-share,
pre-tax, operating profit can be allocated as per Group’s Remuneration Policy. Such allocation may be reduced infrequently as a result
of an assessment of the projected intermediate term financial performance of the Group, and consistent with our fundamental
objective of an appropriate balance of interests among all stakeholders, including clients, employees and shareholders.
1) SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED) CONTINUED
ANNUAL REPORT ON REMUNERATION
CONTINUED
66 City of London Investment Group PLC Annual Report 2024/2025
Governance
The profit-share pool aligns employees and the Executive Director’s variable income with Group profitability. Both employees and
the Executive Director are therefore incentivised to drive Group profitability. Driving Group profit leads to shareholder value by way
of dividends, retained earnings and Company share price increases.
The Executive Director’s performance is appraised annually by the Chair reflecting feedback gathered from Board members and
senior leaders across the business. Discretion is applied appropriately, with bonus awards being adjusted upwards or downwards
depending on the outcome of the annual performance appraisal.
In the case of market downturns due to extenuating circumstances not linked to poor individual performance, the Committee
can use its discretion to reduce profit-share awards for employees and the Executive Director. Being the more accountable parties,
the Executive Director and Group Executive Committee members take a larger proportion of the reduction in comparison with
other employees.
Executive Director remuneration outcomes
The chart below compares the single total remuneration figures for FY 2025 for the CEO with the maximum total remuneration
that could be awarded under the Directors’ Remuneration Policy as per 30th June 2024 illustrative reward scenario and the single
total remuneration figures for FY 2024.
1) SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED) CONTINUED
2024 Actual
2025 Maximum
2025 Actual
Tom Griffith
Chief Executive Officer
Salary and related costs Variable cash bonus Employee Incentive Plan (EIP)
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Executive Director Single total remuneration figure ($’000)
858
1,277
993
39%
26%
47%
61%
39%
53%
34%
Assumptions:
1) Based on FY 2024 and FY 2025 actual results.
2) 2025 maximum is the level of remuneration that could have been received in FY 2025 in accordance with Group’s Director’s remuneration policy as included in FY 2024’s
illustrative reward scenario. This reflects the minimum remuneration plus the maximum bonus opportunity as detailed in the future policy table. The maximum variable
cash bonus has been adjusted by the maximum amount of the bonus that can be waived, which in turn is matched by the Company and the total is shown as EIP.
3) Under the Directors' remuneration policy, the EIP awards once awarded, will vest one-fifth per annum over a five-year period, and from October 2024 onwards over
a five-year period with one-third vesting each year for the third, fourth and fifth anniversaries following grant.
Tom Griffith’s profit-share increased by $146k (from 55% in FY2024 to 73% in FY2025 (refer page 70) of maximum), which
reflects a year-on-year increase in profit after tax of 15%.
City of London Investment Group PLC Annual Report 2024/2025 67
Strategic reportOverview Financial statements Shareholder information
Governance
1) SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED) CONTINUED
Deferred profit-share payment
Profit-share in the fourth quarter of each financial year is calculated based upon an estimate of full year operating profits, and
there is the possibility that the actual audited results could be below expectation. The Executive Director therefore has up to 10%
of his fourth quarter’s profit-share award deferred to the following quarter in order that the award can be adjusted based upon
the final audited results. The table below sets out the amount deferred for payment once the financial statements have been
audited and approved.
2025 2024
Deferred profit-share payments $’000 % of annual award $’000 % of annual award
Tom Griffith 33 5% 22 5%
This amount is included in the profit-share reported in the single total figure of remuneration table on page 64.
Employee Incentive Plan
Summary of Employee Incentive Plan (EIP) interests
The EIP was approved by shareholders at the October 2016 AGM and adopted by the Group in December 2016. It is open to
employees of all Group companies, including the Executive Director. Participants are invited to waive up to 20% (or up to 30% if
there is headroom within the cap agreed by shareholders) of their annual profit-share in return for the right to participate in the EIP
for the relevant financial year. Under the EIP, participants are granted Restricted Share Awards (RSAs) over shares in the Company
equal in value to two times the amount they have waived.
Due to the high level of employee elections, participation was scaled back this year across the Group. In order to encourage
maximum employee participation, and ownership of CLIG shares, the Executive Director elected to reduce his participation in
the EIP for FY 2025 to 0% of the profit-share so that employees were not scaled below 10%.
For the Executive Director, the RSAs vest one-third each year over a three-year period following grant for the awards made up until
October 2020 and one-fifth each year over a five-year period following grant for awards made from October 2021 onwards. As per
the 2022 Remuneration Policy, for the awards to be made in October 2024 and onwards, the RSAs for Executive Director will vest
in three equal instalments after the third, fourth and fifth anniversaries following grant.
These awards accrue an amount equal to the dividend that the Director would have received had they owned the shares from the
date of grant. The dividend equivalent paid on shares vested during the year is disclosed in the single total figure of remuneration
table on page 64.
The RSAs are subject to forfeiture upon termination.
ANNUAL REPORT ON REMUNERATION
CONTINUED
68 City of London Investment Group PLC Annual Report 2024/2025
Governance
EIP Restricted Share Awards
Market Market
Awards
Awards price on price on
held Awarded Vested
held date of date of
Date of 30th June during during
30th June award vesting
Vesting period
Director Award 2024 the year the year 2025 £ £ From To
Tom Griffith 26/10/2021 5,501 (1,834) 3,667 5.2450 3.68 26/10/2021 26/10/2026
26/10/2022 12,282 (3,071)
9,211 3.5950 3.68 26/10/2022 26/10/2027
26/10/2023 11,750 (2,350) 9,400 3.3040 3.68 26/10/2023 26/10/2028
29,533 – (7,255) 22,278
(1) The number of shares awarded is calculated using the ten day average share price on the day prior to award.
(2) Tom Griffith stepped down from the Board on 1st July 2025.
Summary of share option plan interests
The Company operates an Employee Share Option Plan which is open to employees of all Group companies and which, prior to
changes made to the Company’s Directors’ Remuneration Policy at the 2022 AGM, was open to Executive Directors who worked
more than 25 hours per week, provided they did not have a material interest in the Company, that is to say the ability to control
more than 25% of the ordinary share capital.
Number of options
Exercised Lapsed Granted Exercise Price at Face value
Held during the during the during the
Held price grant at grant Vesting Vesting Expiry
2024 period period period 2025 £ £ £ period date date
Tom Griffith 23,500 – (23,500) – 0 3.52 3.52 0 3 yrs 19/6/2018 19/6/2025
Total 23,500 – (23,500) – 0
The closing market price of the Company’s ordinary shares at 30th June 2025 was £3.46 (2024: £3.70) and the price moved
during the year between a low of £3.28 to a high of £3.95 (2024: low £3.01 high £4.24).
2) FUTURE IMPLEMENTATION
The Committee will table a new Directors’ Remuneration Policy at the 2025 AGM. Subject to being approved by the shareholders
at the 2025 AGM, the Directors’ Remuneration Policy on pages 74 to 80 will apply from FY 2026 onwards.
At the time of writing, there are no Executive Directors on the CLIG Board. Any new Executive Director appointment (whether
internal or external) will be bound by the terms of the approved Directors’ Remuneration Policy. The Executive Director will receive
fixed elements of salary, taxable benefits and pension, and the variable element will include participation in the annual bonus and
LTIP. The bonus and LTIP measures will be determined upon the Executive Director’s appointment.
The current fee arrangements for Non-Executive Directors for FY 2026 are shown on page 65. Non-Executive Directors’ biennial
fee review process is next due to occur on 1st January 2027.
1) SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED) CONTINUED
City of London Investment Group PLC Annual Report 2024/2025 69
Strategic reportOverview Financial statements Shareholder information
Governance
3) FURTHER REMUNERATION DISCLOSURES
Total shareholder return
The following graph illustrates the total shareholder return of a holding in the Company against an appropriate index for the ten
years to 30th June 2025. We have chosen the MSCI Emerging Markets T/R Net Index which is calculated on a total return basis,
i.e. assuming reinvestment of dividends.
30/6/2015
30/6/2016
30/6/2017
30/6/2018
30/6/2019
30/6/2020
30/6/2021
30/6/2022
30/6/2023
30/6/2024
30/6/2025
350%
300%
250%
200%
150%
100%
50%
0%
Total shareholder return (dividends reinvested) for ten years to 30th June 2025 (GBP)
City of London
MSCI Emerging Markets
Source: Bloomberg.
70 City of London Investment Group PLC Annual Report 2024/2025
ANNUAL REPORT ON REMUNERATION
CONTINUED
Governance
3) FURTHER REMUNERATION DISCLOSURES CONTINUED
Chief Executive Officer single figure of remuneration
The following table shows the change in total remuneration for the Chief Executive Officers, Barry Olliff (CEO 1) and Tom
Griffith (CEO 2) during the ten years to 30th June 2025. This table is included for the purpose of comparison against total
shareholder return as detailed above.
Year to
Year to Year to Year to 30th June Year to Year to Year to Year to Year to
Year to
30th June 30th June 30th June 2019 30th June 30th June 30th June 30th June 30th June
30th June
2016 2017 2018 Prorated
(1)
2020 2021 2022 2023 2024 2025
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
Single total figure
(2)
CEO 1 1,133 1,317 1,109 813 –––––
–
CEO 2
(5)
– – – 274 987 1,109 1,162 911 858 993
Annual bonus
(as % of current cap)
(3)
CEO 1 84% 84% 84% 74% –––––
–
CEO 2
(5)
– – – 88% 64% 79% 84% 58% 55% 73%
EIP – % of maximum
opportunity
(4)
CEO 1 n/a n/a n/a n/a n/a n/a n/a n/a n/a
n/a
CEO 2
(5)
– – – 100% 100% 100% 100% 100% n/a n/a
Notes:
(1) Barry Olliff stepped down as CEO on 1st March 2019, being replaced by Tom Griffith.
(2) Comparative period amounts have been restated to US dollars using average exchange rate in the relevant period.
(3) In 2015 the Directors Remuneration Policy was amended to include a cap on bonuses paid to Directors and Barry Olliff’s cap was set at 5% of operating
profits pre-bonus and EIP. The cap on Tom Griffith’s bonus was 2.5% of operating profit pre-bonus and EIP until 30th June 2019 and was changed to
250% of salary and base fee for the year ended 30th June 2020 onwards.
(4) As detailed in the single total figure commentary on page 64, EIP awards are made on the basis of the amount of the bonus that has been waived in the
scheme year. These awards vest based on continued service and therefore have been shown at 100% in the table. Tom Griffith did not participate in either
the 2024 and 2025 EIP and thus his EIP has been shown as n/a.
(5) Tom Griffith stepped down from the Board on 1st July 2025.
City of London Investment Group PLC Annual Report 2024/2025 71
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Governance
3) FURTHER REMUNERATION DISCLOSURES CONTINUED
Annual percentage change in the remuneration of Directors and employees
The table below shows the change in Director and employee salary/fees, benefits and profit-share over the preceding two years.
The average change for employees as a whole is given using a per capita figure based on the average number of employees for the period.
Salary/fees
Benefits
Profit-share
%%%
2025
(1)
2024
(2)
2023
(3)
2025
(1)
2024
(2)
2023
(3)
2025
(1)
2024
(2)
2023
(3)
% %%% %%% %%
Employees
(4)
-3% 6% 16% -3% 9% 21% -1% 0% 8%
Executive Director
Tom Griffith
(5)
0% 0% 0% 2% -3% 11% 40% -7% -27%
Non-Executive Directors
Rian Dartnell
30% 50% 6% n/a n/a n/a n/a n/a n/a
Peter Roth
0% 8% 8% n/a n/a n/a n/a n/a n/a
Sarah Ing
(6)
258% n/a n/a n/a n/a n/a n/a n/a n/a
Ben Stocks
(7)
n/a n/a n/a n/a n/a n/a n/a n/a n/a
Notes – Only current Directors are included in the above analysis:
(1) 2025 – June 2025 month end exchange rate has been applied to GBP payments for the two accounting periods 2024 to 2025 to eliminate the impact
of FX movements.
(2) 2024 – June 2024 month end exchange rate has been applied to GBP payments for the two accounting periods 2023 to 2024 to eliminate the impact
of FX movements.
(3) 2023 – June 2023 month end exchange rate has been applied to USD payments for the two accounting periods 2022 to 2023 to eliminate the impact
of FX movements.
(4) Based on average cost per employee.
(5) Tom Griffith stepped down from the Board on 1st July 2025.
(6) Sarah Ing joined the Board on 1st March 2024 and the increase relates to a full years impact of her Directors fee.
(7) Ben Stocks joined the Board on 7th April 2025 and thus not analysed.
Relative importance of spend on pay
The table below shows the overall expenditure on employee remuneration and shareholder distributions and the percentage
change between the current and previous period.
2025 2024 Change
$’000 $’000 %
Total employee spend 30,423 30,925 -2%
Average headcount (number)
113 118 -4%
Profit after tax
19,682 17,115 15%
Dividends relating to the period
(1)
21,834 20,707 5%
Dividend per share (pence) 33p 33p 0%
Note:
(1) The current period includes an estimate of the final dividend based on the number of qualifying shares as at 30th June 2025 excluding those held
in the employee benefit trust. The Board are recommending a final dividend of 22p per share (2024: 22p), which would make the total for the year
33p per share (2024: 33p). This is subject to shareholder approval at the AGM in October 2025. The prior period estimate has been restated to include
the actual final dividend paid.
A breakdown of the employee spend can be found in note 3 to the financial statements on page 107.
ANNUAL REPORT ON REMUNERATION
CONTINUED
72 City of London Investment Group PLC Annual Report 2024/2025
Governance
4) GOVERNANCE DISCLOSURES
Payments to past Directors
No payment or transfer of assets was made during the financial period to any past Director of the Company.
Payments for loss of office
Tom Griffith left the Board and his role as Chief Executive Officer on 1st July 2025. Following this, Tom remains with the Company
as a Senior Advisor until 30th September 2025 and he will receive fifteen thousand dollars ($15,000) per month for undertaking this
role and retains his benefits as a continuing senior-level executive.
Tom will also receive twelve months of his net salary as payment in lieu of notice, which is in accordance with his terms of
employment, payable at the end of September 2025, subject to applicable taxes and payroll deductions.
When Tom ceases his employment, the Committee has agreed that he will be treated as a good leaver under EIP which reflects his
strong contribution to the business and the length of his tenure. In respect of awards granted to Tom under the EIP (i) all Company
shares held under unvested deferred share awards and (ii) a time pro-rated number of Company shares held under unvested bonus
share awards will be deemed vested as of 30th September 2025 (any balance of the bonus share awards being forfeited) together with
amounts in respect of applicable dividends on Company shares received. Any payments due will be paid in October 2025.
Tom will receive no additional compensation or payment for the termination of his service contract or his ceasing to be a Director of
the Company or any other Group Company and the arrangements outlined above are in line with the Directors’ Remuneration Policy.
Directors’ interests
Beneficial interest of the Directors and their families in the shares of the Company at the period end were as follows:
Ordinary shares of 1p each Restricted share awards of 1p each
2025 2024 2025 2024
Executive Director
Tom Griffith
(1)
134,869 527,614 22,278 29,533
Non-Executive Directors
Rian Dartnell 63,000 50,000 – –
Peter Roth
5,000 5,000 – –
Sarah Ing
10,000 10,000 – –
Ben Stocks
(3)
– n/a – n/a
Past Directors
Tazim Essani
(2)
n/a 5,350 n/a –
Notes:
(1) Tom Griffith stepped down from the Board on 1st July 2025.
(2) Tazim Essani ceased to be a Director of the Company with effect from 28th October 2024.
(3) Ben Stocks joined the Board on 7th April 2025.
Executive Director shareholding guidelines
The Executive Director is required to hold shares equivalent in value to 200% of salary within a five-year period from date of
appointment. The below illustration shows the Executive Director’s share ownership against this target as at 30th June 2025.
The closing share price of £3.46 for the financial year ended 30th June 2025 has been used.
Tom Griffith
Shares held
0% 50% 100% 150% 200% 250%
Unvested EIP shares (net of tax) Shareholding guidelines
220%
Shareholding guidelines
City of London Investment Group PLC Annual Report 2024/2025 73
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Governance
4) GOVERNANCE DISCLOSURES CONTINUED
Remuneration Committee
The Executive Director does not attend during discussions regarding his own remuneration.
Details of attendance by members of the Remuneration Committee are set out on page 48.
Dividends received by Directors and their families from holdings of shares in the Company during the financial year were as follows:
2025
(1)
2024
(1)
£’000 £’000
Executive Director
Tom Griffith
(2)
174.9 166.4
Non-Executive Directors
Rian Dartnell 16.5 16.5
Peter Roth
1.7 1.7
Sarah Ing
3.3 n/a
Ben Stocks
(3)
n/a n/a
Past Directors
Jane Stabile
(4)
n/a 1.1
Tazim Essani
(5)
n/a 1.8
Notes:
(1) Dividend is declared in sterling and thus the amounts have not been converted to US dollars.
(2) Tom Griffith stepped down from the Board on 1st July 2025.
(3) Ben Stocks joined the Board on 7th April 2025.
(4) Jane Stabile ceased to be a Director of the Company with effect from 29th February 2024.
(5) Tazim Essani ceased to be a Director of the Company with effect from 28th October 2024.
Statement of voting at the last Annual General Meeting (AGM)
The table below shows the votes on the Directors’ Remuneration Report, and Policy, at the AGM held on 28th October 2024.
Votes For* % For Votes Against % Against Total Votes**
Directors’ Remuneration Report
2024 17,381,872 97.08 523,320 2.92 17,905,192
Directors’ Remuneration Policy
2022 16,231,003 97.67 387,513 2.16 16,618,516
* Includes discretionary votes.
** Excludes votes withheld.
Consideration of employment conditions elsewhere in the Group
The Group has adopted a partnership approach so in essence this policy is consistent with that applied across the Group.
While employees were not directly consulted on the Directors’ remuneration, the Group remuneration policy is available to all
employees and any feedback or concerns are welcomed.
Terms of reference
The Committee reviewed its terms of reference in March 2025 and recommended minor administrative changes to the Board
for approval.
DIRECTORS’ REMUNERATION POLICY
74 City of London Investment Group PLC Annual Report 2024/2025
Governance
In this section, we present our proposed Directors’ Remuneration Policy (the ‘Policy’), which will be submitted for a binding
shareholder vote at our upcoming Annual General Meeting scheduled for 27th October 2025. It will take formal effect from that
date, subject to shareholder approval. The Policy will replace the one most recently approved by shareholders at the AGM on
31st October 2022. It will apply for three years unless a new policy is presented to shareholders before then. On approval, all
payments to Directors will be consistent with the approved Policy.
A review of Executive Directors’ remuneration was undertaken during 2025 in the context of changes to our executive team,
consideration of typical practice in UK PLCs and institutional shareholders’ views. The main goal of our new Policy is to promote
the Group’s long-term success. To do this, our Remuneration Committee adheres to the following principles:
• Remuneration packages should be clear and simple
• Arrangements should be closely aligned with the interests of shareholders and other key stakeholders and should conform to
high standards of corporate governance – with the UK Corporate Governance Code a core source
• Remuneration should align with, and support, our values and culture
• A significant proportion of remuneration should be based on performance-related components Rewards should be subject to
achieving challenging performance targets based on measures linked to the Group’s KPIs and the best interests of stakeholders
• Salaries, and the overall level of potential remuneration, should be competitive but not excessive when compared with companies
of a similar size, scale, geographical reach and in our sector. They should be sufficient to recruit, retain and motivate individuals
of the calibre needed to deliver long-term success.
Changes to our remuneration policy
Full details of the substantive changes proposed in the new Policy, along with supporting rationale, are set out in the introduction
from our Committee Chair on pages 62 to 63. In summary, the material changes we are proposing are as follows:
• Base salary – 2025 Policy provides for a single all-encompassing base salary, which replaces the previous policy on providing
separate governance fee alongside base salary.
• Annual bonus replacing profit-share – The annual bonus opportunity will continue to be capped at 250% of salary with
performance measured over one year. Two-thirds of bonus earned will be paid in cash following the year-end and one-third will
be deferred into shares for three years.
• LTIP replacing EIP – A new Long Term Incentive Plan (LTIP) is being introduced which enables performance shares to be
granted to Executive Directors with a maximum face value of 150% of salary or 200% in exceptional circumstances. Performance
shares vest after three years and vested awards are subject to a further two-year holding period. This structure aligns with common
practice in listed UK PLCs and provides stronger executive alignment with long-term performance. The previous EIP scheme
which provided a matching share award for an element of deferred bonus will no longer operate for Executive Directors.
City of London Investment Group PLC Annual Report 2024/2025 75
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Governance
Policy table for Directors
The table below sets out the main components of the proposed new policy, together with information on how they will operate,
subject to shareholders’ approval at our 2025 AGM. The Committee has the discretion to amend remuneration to the extent
described in the table and text below.
Base salary (fixed pay)
EXECUTIVE DIRECTOR
To pay a fair base salary,
commensurate with the size of
the business and the individual’s
role and experience.
To attract and retain executives
of a superior calibre.
Salaries are usually reviewed annually, with
changes, if any, generally effective 1st January
or 1st July. The Committee considers salaries
in the context of an overall package with regard
to market data, Group performance and
individual experience and performance.
Adjustments may be made at other times to
reflect a change of responsibility.
While there is no prescribed maximum salary
or increase, rises will normally be in line with
the typical range awarded (in percentage of
salary terms) to the wider workforce.
Larger salary increases may be awarded to
take account of individual circumstances,
such as where:
• An Executive Director has been promoted
or had a change in scope or responsibility
• The Committee sets the salary of a new
hire at a discount to the market level, and
a series of planned increases can be
implemented in the next few years to
raise it to the appropriate market position,
subject to individual performance
• The Committee considers it fitting to adjust
salaries to reflect a significant increase in
the size or complexity of the Group.
Increases may be implemented over a time
period that the Committee deems appropriate.
Not applicable. Not applicable.
Component
and purpose
Operation Maximum opportunity Performance measures
and targets
Recovery
Pension (fixed pay)
To provide defined contribution
pension arrangements to allow
for retirement planning
Employer contributions are made to defined
contribution pension arrangements or
equivalent cash allowances are paid, subject
to local practice in the relevant country.
The maximum defined pension contribution
or cash equivalent will be no higher than the
defined pension contribution level of the
wider employee workforce in the jurisdiction
in which the Executive Director is based
(currently 12.5% of salary in the US/UK).
Not applicable. Not applicable.
Benefits (fixed pay)
To provide market competitive
fringe benefits. To attract and
retain executives of a superior
calibre.
Currently benefits offered include: life insurance,
medical insurance (or a contribution towards
the cost), disability insurance, sabbatical, paid
holiday and travel season ticket loans.
Executives will be eligible for any other benefits
which are introduced for the wider workforce
on broadly similar terms.
For external and internal appointments or
relocations, the Company may pay certain
relocation or incidental expenses as appropriate.
Any reasonable business-related expenses can
be reimbursed (and any related tax met if
determined to be a taxable benefit).
Executive Directors can also participate in
all-employee share plans on the same basis
as other employees.
Given it is not possible to calculate in
advance the cost of all benefits, a
maximum is not pre-determined.
The maximum level of participation in
all-employee share plans is subject to the
limits imposed by the relevant tax authority.
Not applicable. Benefits are provided up to termination
of employment and any outstanding
travel season ticket loan is repayable
in full.
76 City of London Investment Group PLC Annual Report 2024/2025
DIRECTORS’ REMUNERATION POLICY
CONTINUED
Governance
Annual bonus (variable pay)
To incentivise and reward
Directors for their contribution to
the corporate goals outlined in
the strategic report.
Bonus deferral encourages long-
term shareholding, supports
retention and discourages
excessive risk-taking.
The Company operates an annual bonus
scheme with awards based on performance,
typically measured over one year.
Any payment is discretionary, and payout levels
are determined by the Committee after the year
end based on performance against pre-set targets.
Bonuses are normally paid in cash except one-
third of any bonus, which is deferred into
shares, typically for a three-year period.
Dividends or dividend equivalents may accrue
on deferred shares.
The vesting of deferred shares is not subject
to additional performance conditions.
The maximum annual bonus opportunity
for an Executive Director is 250% of
base salary.
Targets are set annually with
measures linked to our strategy
and aligned with key corporate
goals including profit.
The performance measures
applied may be financial or
non-financial, corporate,
divisional or individual, and
in such proportions as the
Committee considers
appropriate.
A graduated scale of targets
is typically set for each
measure, with no payout for
performance below the
threshold level.
The Committee has the
discretion to amend the
payout should any formulaic
outcome not reflect its
assessment of overall
business performance.
The annual bonus plan (and associated
deferred bonus award element of the
LTIP) include provisions that enable the
Committee to recover or withhold value
in the event of material misstatement
or misleading representation of
performance, calculation errors,
significant failure of risk management
and control, serious misconduct,
corporate failure, reputational damage
or applicable regulatory requirements.
Such provisions are available in respect
of bonuses or deferred bonus awards at
any time prior to the third anniversary of
the date of payment or grant as relevant.
EXECUTIVE DIRECTOR continued
Component
and purpose
Operation Maximum opportunity Performance measures
and targets
Recovery
Long Term Incentive Plan (Plan)
To incentivise Executive
Directors and deliver long-term
performance-related pay, with a
clear line of sight for executives
and direct alignment with
shareholders’ interests.
Awards will be in the form of nominal or nil
cost share options, conditional shares or other
forms that have the same economic effect.
Awards will be granted with vesting based on
achieving performance conditions set by the
Committee, with performance normally
measured over at least three years.
Awards will be subject to a two-year holding
period following the end of the performance
term, with shares (net of tax shares) typically
not being released to participants until the end
of the holding period.
Dividends or dividend equivalents may accrue
on awards to the extent they vest.
The maximum LTIP grant level is 150% of
salary in a financial year, (or 200% in
exceptional circumstances such as when
a new Executive Director is recruited).
LTIP performance measures
may include, but are not
limited to, financial, Total
shareholder return (TSR)
and strategic objectives.
The committee retains the
discretion to set alternative
measures and weightings
for awards over the life
of the policy.
Targets are set and assessed
by the Committee at its
discretion.
A maximum of 25% of any
element vests for achieving
the threshold target, with
100% for maximum
performance.
The Committee has the
discretion to amend the
vesting level should any
formulaic outcome not reflect
its assessment of overall
business performance.
The LTIP includes provisions that enable
the Committee to recover or withhold
value in the event of material
misstatement or misleading
representation of performance,
calculation errors, significant failure of
risk management and control, serious
misconduct, corporate failure,
reputational damage or applicable
regulatory requirements.
Such provisions are available in respect
of an LTIP award at any time prior to the
third anniversary of the date it vests.
Shareholding guideline
Guidance to encourage Director
share ownership and ensure
alignment of their long-term
interests with that of
shareholders.
The Committee will monitor the Executive Directors’
share ownership to ensure they are on track to
meet the minimum shareholding requirement.
Shares that count towards these guidelines
include shares that are owned outright, and
vested share awards (on a net of tax basis).
In addition, a post-employment shareholding
requirement applies. The Executive Director is
required to hold the lower of 200% of their
salary or the value of shares held by the
Executive Director at the date of termination
of employment. This excludes any shares
purchased by executives but includes any
shares delivered through the Group’s
incentive schemes.
The Committee retains discretion to allow for the
sale of shares by the Executive Director before the
second anniversary of termination of employment
in the event of exceptional circumstances.
The Committee expects the Executive
Director to build up a shareholding of
at least 200% of salary within a
five-year period.
Not applicable. Not applicable.
City of London Investment Group PLC Annual Report 2024/2025 77
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Governance
Component
and purpose
Operation Maximum opportunity Performance measures
and targets
Recovery
Fees
To pay a fair fee, commensurate
with the skills, experience and
time required to undertake the
role and to attract high-calibre
individuals.
Fees are normally reviewed every two years
taking into account factors such as the time
commitment and contribution of the role and
market levels in companies of a comparable size
and complexity. Adjustments may be made at
other times to reflect a change of responsibility.
Fees for Non-Executive Directors may include
a base fee and additional fees for further
responsibilities (for example, chair-ship of
Board committees or holding the office of
Senior Independent Director or taking up
significant additional responsibility).
Fees are paid monthly or quarterly in arrears,
depending on Director’s preference.
The Group repays any reasonable expenses that
a Non-Executive Director incurs in carrying out
their duties, including travel, hospitality-related
and other modest benefits, and related tax
liabilities, if appropriate.
In exceptional circumstances, if there is a
temporary yet material increase in the time
commitments for Non-Executive Directors, the
Board may pay extra fees on a pro rata basis
to recognise the additional workload.
There is no prescribed maximum fee or
maximum fee increase. An aggregate NED
fee cap of £310,000 applies as is set out
in the Group’s Articles of Association.
Expenses are not subject to a specific
cap but they must be reasonable and
appropriate. The Company may settle
any tax incurred.
Not applicable. Not applicable.
NON-EXECUTIVE DIRECTORS
Choice of performance measures
Annual bonus performance measures are selected annually to align with the Group’s KPIs and strategic imperatives, and with the interests
of our shareholders and other stakeholders. Financial measures and in particular, profit, will normally influence the majority of the bonus.
LTIP performance measures will be selected to:
• Provide a robust and transparent basis on which to measure the Group’s performance.
• Link remuneration outcomes to delivery of the business strategy over the longer term.
• Provide strong alignment between senior management and shareholders.
The policy provides for Committee discretion to alter the LTIP measures and weightings from year to year. This is to ensure that it
can continue to measure performance appropriately, if the Group’s strategic ambitions evolve over the life of the policy.
When setting performance targets for the bonus and LTIP, the Committee will consider a number of different factors. These may
include the Group’s business plans and strategy, external forecasts and the wider economic environment.
Flexibility, discretion and judgement
The Committee operates the annual bonus and LTIP according to the rules of each respective plan. Consistent with market practice,
this includes discretion around how certain parts of each plan operate, including:
• Who participates in the plan, and the quantum and timing of awards and payments.
• Determining the extent of vesting.
• Treatment of awards and payments on a change of control or restructuring of the Group.
• Whether an Executive Director or Senior Manager is a good/bad leaver for incentive plan purposes and if the proportion of awards
that vest do so at the time of leaving or at the normal vesting date(s).
• How and whether an award may be adjusted in certain circumstances – for example, for a rights issue, a corporate restructuring
or special dividends.
• What the weighting, measures and targets should be for the annual bonus plan and LTIP awards from year to year.
DIRECTORS’ REMUNERATION POLICY
CONTINUED
78 City of London Investment Group PLC Annual Report 2024/2025
Governance
• The ability, within the policy, to adjust targets and set different measures or weightings for the applicable annual bonus plan and
LTIP awards, if the Committee determines that the original conditions are no longer appropriate or do not fulfil their initial purpose.
Such changes would be explained in the subsequent Directors’ remuneration report and, if appropriate, be discussed with our
major shareholders.
• The ability to override formulaic outcomes in line with policy.
All assessments of performance are ultimately subject to the Committee’s judgement. Any discretion exercised, and the rationale,
will be disclosed in the Annual report on remuneration.
Legacy arrangements
If this proposed new remuneration policy is approved, the Group has the authority to honour any previous commitments entered
into with current or former Directors – such as unwinding legacy share schemes or historic share awards – that remain outstanding.
Illustrative applications of our policy
At the time of finalising the Directors’ Remuneration Policy, there are no Executive Directors on the CLIG Board and therefore it is
not possible to provide an illustration of the reward on offer to Executive Directors.
Recruitment remuneration
The policy aims to attract individuals of sufficient calibre to lead the business, deliver the Group’s strategy effectively and promote
our long-term success for the benefit of our shareholders and other stakeholders. When appointing a new Executive Director, the
Committee seeks to ensure that arrangements are in the best interests of the Group and to not pay more than is appropriate.
The Committee will take into consideration a number of relevant factors. These may include the calibre and experience of the
candidate, their existing remuneration package and their specific circumstances, including from where they are recruited.
When hiring a new Executive Director, the Committee will typically align the remuneration package with the policy outlined. It
may include other elements of pay that it considers are appropriate; however, this discretion is capped and subject to the following
principles and limits:
• New Executive Directors will be offered a basic salary in line with the policy. This will consider such factors as external market
forces, the individual’s expertise, experience and calibre, and their current level of pay. Where the Committee has set the salary of a
new appointment at a discount to the market level until proven, the individual may receive an uplift or a series of planned increases
to raise the salary to the appropriate market position over time.
• For both external and internal appointments, the Committee may agree that it will meet relocation and incidental expenses as
appropriate.
• Annual bonus awards, LTIP awards and pension contributions would not be above the levels stated in the policy table above.
• Depending on the appointment’s timing, the Committee may set different annual bonus performance conditions for the first year
of performance. An LTIP award can be made following an appointment (assuming the Group is not in a close period).
• Where a position is filled internally, any ongoing remuneration obligations or outstanding variable pay elements (including
participation in the previous profit-sharing arrangement and EIP) will be allowed to continue according to the original terms,
adjusted as relevant to the appointment.
• The Committee may also offer additional cash or share-based buy-out awards when it considers it is in the best interests of the
Group (and therefore shareholders) to take account of remuneration given up at the individual’s former employer. This includes the
use of awards made under 9.3.2 (2) of the Listing Rules. Such awards would represent a reasonable estimate of the value foregone
and reflect, as far as possible, the delivery mechanism and time horizons and whether performance requirements are attached to that
remuneration. Shareholders will be informed of any such payments at the time of appointment or in the next Annual Report.
The value of buy-out awards is not capped.
• For the appointment of a new Chair or Non-Executive Director, the fee arrangement would be set according to the approved
remuneration policy.
Service contracts and letters of appointment
The Group’s policy is that Executive Directors should normally be employed under rolling service contracts with notice periods of
no more than twelve months (from each party).
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Governance
All Non-Executive Directors have letters of appointment on a rolling annual basis, which may be terminated with six months’ notice
by either party. All Director appointments are subject to Board approval and election and re-election by shareholders at each AGM.
Key details of the service contracts and letters of appointment of the current Directors are set out below, and copies of Executive
Directors’ service contracts and Non-Executive Directors’ letters of appointment are available for inspection at our registered office
during normal business hours.
Notice period Notice period
Name Date of appointment from Company from Director Provision of compensation
Executive Director
Tom Griffith
(1)
31st March 2020 One year One year One year’s salary
Non-Executive Directors
Rian Dartnell 30th September 2020 Six months Six months Six months’ fees
Peter Roth 1st June 2019 Six months Six months Six months’ fees
Sarah Ing 1st March 2024 Six months Six months Six months’ fees
Ben Stocks 7th April 2025 Six months Six months Six months’ fees
(1) Tom Griffith stepped down from the Board on 1st July 2025.
Payments for loss of office
The principles underpinning how we determine payments for loss of office are set out below:
Payment in lieu
of notice
The Group may terminate a contract with immediate effect with or without cause by making a payment, in lieu of notice, of base salary. The default
approach will be to make the payment in lieu of notice by monthly instalments, with reductions for any amounts received from providing services to
others during this period. However, the Committee retains the discretion to make the payment as a lump sum. There are no obligations to make
payments beyond those disclosed in this report.
Annual bonus
This will be at the discretion of the Committee on an individual basis. The decision as to whether to award an annual bonus in full or in part will
depend on a number of factors, including the circumstances of the individual’s departure and their contribution to the business during the relevant
annual bonus period. Any amounts paid will be prorated for time in service during the annual bonus period and will, subject to performance, be paid
at the usual time (although the Committee retains the discretion to pay the annual bonus award earlier). Any bonus earned for the year of departure
and, if relevant, for the prior year, may be paid wholly in cash at the Committee’s discretion.
On a change of control, annual bonuses will either continue for the full year or be paid to the time of completion on a pro-rata basis.
Deferred bonus
awards
The extent to which any unvested deferred bonus award will vest will be determined according to the rules of the LTIP under which deferred bonus
awards are granted.
If a participant leaves the Group for any reason (other than summary dismissal, in which case the award will lapse), the award will usually continue
until the normal vesting date. The Committee retains the discretion to release awards when the participant leaves.
On a change of control, awards will generally vest on the date that control alters, unless the Committee permits (or requires) awards to roll over
into equivalent shares in the acquirer.
LTI P
The extent to which any unvested performance share awards will vest will be determined according to the rules of the LTIP.
Any outstanding awards will ordinarily lapse. However, in ‘good leaver’ cases, awards will generally vest subject to the original performance
condition and time proration and the holding period will continue to apply. For added flexibility, the policy allows the Committee to decide not to
prorate (or to prorate to a different extent) if it decides it is appropriate, and to allow vesting to be triggered at the point of leaving, rather than
waiting until the end of the performance period.
On a change of control, any vesting of awards will be subject to assessment of performance against the performance conditions and will normally
be prorated.
Mitigation
The Committee strongly endorses the obligation on an Executive Director to mitigate any loss on early termination and will seek to reduce the amount
payable on termination where appropriate. The Committee will also take care to ensure that, while meeting its contractual obligations, poor
performance is not rewarded.
Buy-out awards
Where a buy-out award is made under the Listing Rules, the leaver provisions would be determined at the time of the award.
Other payments
The Group may pay outplacement and professional legal fees incurred by executives in finalising their termination arrangements, where appropriate.
It may also pay any statutory entitlements or settle compromise claims in connection with a termination of employment, in the best interests of the
Company. Outstanding savings/shares under all-employee share plans would be transferred in accordance with the terms of the plans.
DIRECTORS’ REMUNERATION POLICY
CONTINUED
80 City of London Investment Group PLC Annual Report 2024/2025
Governance
External appointments
The Group recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies, and that
such appointments can broaden a Director’s experience and knowledge to the Group’s benefit. Subject to approval by the Board,
Executive Directors are allowed to accept non-executive appointments, provided that they are not likely to lead to conflicts of interest.
The Committee will consider its approach to fees received by Executive Directors for external non-executive roles as they arise.
Considering shareholders’ views
As a Committee we are committed to ongoing dialogue with shareholders, and we welcome feedback on our Directors’ remuneration.
We will seek to engage with major shareholders and their representative bodies about changes to the Policy. We will also consider
shareholder feedback on remuneration-related resolutions following each year’s AGM. This, along with any additional feedback we
receive – including about any updates to shareholders’ remuneration guidelines – will be considered as part of our annual review
and implementation of our remuneration policy.
The Committee also actively monitors changes in the expectations of institutional investors and considers good practice guidelines
from institutional shareholders and shareholder bodies.
As part of our review of the current policy, the Committee engaged with our largest shareholders. The feedback, which was largely
positive, was invaluable in forming our final proposals.
Differences in pay policy between Executive Directors and employees
The overall approach to employee reward is a key reference point when setting Executive Directors’ remuneration. As with the
Executive Directors, to attract and retain employees our general practice is to recruit staff at competitive market levels of
remuneration, incentives and benefits, in line with national and regional talent pools. When reviewing our Executive Directors’
salaries, our Committee pays close attention to pay and employment conditions across the wider workforce.
Our current expectation is that we will continue to raise our Executive Directors’ salaries only in line with or below our annual
salary review levels for our salaried staff over the three-year policy period. The pension contribution for Executive Directors will be
no higher than for most of our people.
The key difference between Executive Directors’ and employees’ reward is that, at senior levels, remuneration is increasingly long
term and ‘at risk’, with an emphasis on performance-related pay linked to business results and share-based remuneration. This
ensures that senior-level remuneration will increase or decrease in line with business performance and aligns the interests of
Executive Directors and shareholders. In particular, performance-based long-term incentives only go to the most senior executives,
because they are considered to have the greatest potential to influence overall performance levels.
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Governance
DIRECTORS’ REPORT
Governance
Directors
The Directors of the Company who held office during the year
ended 30th June 2025 and to the date of this report are:
Rian Dartnell
Chair
Tom Griffith
Chief Executive Officer
(stepped down on 1st July 2025)
Peter Roth
Senior Independent Director and
Independent Non-Executive Director
Tazim Essani
Independent Non-Executive Director
(stepped down on 28th October 2024)
Sarah Ing
Independent Non-Executive Director
Ben Stocks
Independent Non-Executive Director
(appointed on 7th April 2025)
The biographical details of the current Directors of the
Company are given on page 46, whilst the roles
and responsibilities are on page 52.
Principal activity
City of London Investment Group PLC is the holding
company for its two principal operating subsidiaries: City of
London Investment Management Company Limited (CLIM)
and Karpus Investment Management (KIM). Both CLIM
and KIM act as investment managers with a total of
$10.8 billion (2024: $10.2 billion) funds under management
as at 30th June 2025.
Going concern
The Directors’ report should be read in conjunction with the
governance report on pages 44 to 80 and the strategic report
on pages 5 to 42, which together provide a commentary on
the operations of the Group and include factors likely to affect
its future development as well as relevant key performance
indicators and principal risks and how they are managed,
using the information available to the date of these
financial statements.
The Directors present their report, together with the audited financial statements of the Group for the year ended 30th June 2025.
This report contained additional information which the Directors are required by law and regulation to include within the Annual
report and Accounts. In conjunction with the information from the Chair’s Statement on page 5 to the Statement of Directors’
Responsibilities on page 84 this section constitutes the Directors report in accounts with the Companies Act and the Management
Report as required by DTR 4.1.5 R(2).
As permitted by legislation some matters required to be included in the Directors’ report have instead been included in the
Strategic Report on pages 5 to 42 as the Board considers them to be of strategic importance. The information contained
in the sections of this Annual Report and Accounts identified below also forms part of this Directors’ report:
DISCLOSURE LOCATION
Corporate governance report Pages 47 to 52
Statement of compliance with 2018 Page 47 of Corporate Governance report
UK Corporate Governance Code
Future business developments Pages 5 to 14 of the Strategic Report
Greenhouse gas emissions Page 38 of the TCFD report
People, culture and employee engagement Pages 31 to 35
Financial risk management objectives and policies Note 26 to the Financial Statements – pages 126 to 127
Exposure to price risk, credit risk, liquidity Note 26 to the Financial Statements – pages 126 to 127
risk and cash flow risk
Statement of Directors’ responsibilities Page 84
Directors’ interests in shares Page 72 of the Directors’ remuneration report
S.172 statement & Stakeholder Engagement Page 30 of the Strategic report
The Directors’ report together with the strategic report on pages 5
to 42 form the management report for the basis of DTR 4.1.5R.
DIRECTORS’ REPORT
CONTINUED
82 City of London Investment Group PLC Annual Report 2024/2025
Governance
During the year to 30th June 2025, the Group had no external
borrowings and is wholly funded by equity. As at 30th June
2025, cash and cash equivalents were $35.5 million (2024:
$33.7 million). Accordingly, the Directors are satisfied that the
Group and Parent Company have adequate resources to meet
their business needs for the foreseeable future, and the Financial
Statements have therefore been prepared on the going concern
basis. Please see page 29 for the viability statement.
Results and dividend
The results of the Group for the year to 30th June 2025,
together with details of amounts transferred to reserves, are set
out on pages 96, 98 and 99. The Company has paid
dividends of $20.9 million during the period (2024: $19.9
million). The final dividend for the year to 30th June 2025
of 22p per share (2024: 22p) has been proposed, payable on
6th November 2025, subject to shareholder approval, to
shareholders who are on the register of members on 26th
September 2025. Refer to page 28 for dividend policy.
Annual General Meeting (AGM)
The Company’s AGM will be held at 11.30am on 27th October
2025 at 77 Gracechurch Street, London EC3V 0AS. All resolutions
will be taken on a poll and, accordingly, you are asked to vote by
the means as set out in the Further Notes of the Notice of meeting.
Directors’ indemnity arrangements
The Company maintains appropriate Directors’ and Officers’
insurance. The Directors also have the benefit of the indemnity
provisions in the Company’s Articles of Association. These
provisions, which are qualifying third party indemnity
provisions as defined by s236 of the Companies Act 2006 were
in force throughout the year and are currently in force.
Powers of Directors
Subject to the Company’s Articles, UK legislation and any
directions given by special resolution, the business of the
Company is managed by the Directors and they may exercise all
the powers of the Company. Provisions relating to the issuing of
shares are included in the Articles and shareholders are asked
each year at the Company’s AGM to renew the Directors’
authorities to issue shares.
Share capital
As at 30th June 2025, the issued share capital of the Company
was 50,679,095 (2024: 50,679,095) fully paid ordinary shares
of 1p each, carrying one vote per share and a right to dividends,
amounting to $643,777 (£506,791) (2024: $643,777
(£506,791)). There are no restrictions on the transfer of shares.
Controlling Shareholder
Following completion of the merger with KIM, the Company
entered into a relationship agreement with the ‘Controlling
Shareholder Group’ which regulates the ongoing relationship
between the Company and the Controlling Shareholder Group.
The members of the Controlling Shareholder Group agreed to
limit their voting rights at any shareholder meeting, including the
AGM, to the lower of: (i) the number of shares held by them; and
(ii) 24.99% of the votes cast on any resolution by all shareholders.
In line with UK Listing Rule 6.2.3 R, the Directors confirm
that the Company continues to carry on its main business
independently from the Controlling Shareholder at all times.
Own shares
During the year, and until the date of the next AGM on 27th
October 2025, the Company does not have the authority to buy
back its own ordinary shares. In the year under review, the
Company purchased and cancelled nil shares (2024: nil).
The number of own shares purchased by the Company’s
Employee Benefit Trust during the year was 453,500 (2024:
318,000). The number of own shares held by the Trust as at
30th June 2025 was 1,750,055 (2024: 1,829,637), of which
163,500 shares (2024: 238,500) were subject to options in issue.
The Trust has waived its entitlement to receive dividends in
respect of the shares held. The trust will abstain from voting on
resolutions that concern a change of control in the Company.
The Trust also holds 854,550 shares (2024: 1,133,649) in
custody for employees under the terms of the Employee
Incentive Plan. Please see the Directors’ remuneration report
on page 67 for further details of the plan.
Substantial shareholdings
The table below shows the interests in shares (whether directly
or indirectly held) notified to the Company in accordance with
the Disclosure Guidance and Transparency Rules as at 30th June
2025 and 31st August 2025 (being the latest practicable date
prior to publication of the Annual Report):
As at As at
30th June 2025 31st August 2025
% of total % of total
Name of Number of voting rights Number of voting rights
shareholder voting rights held* voting rights held*
Aberforth
Partners LLP 2,560,745 5.1 2,560,745 5.1
George Karpus 15,948,201 31.5 15,948,201 31.5
* Based on the Total Voting Rights in the Company as at 30th June 2025.
There have been no further notifications between 30th June
2025 and 31st August 2025.
City of London Investment Group PLC Annual Report 2024/2025 83
Strategic reportOverview Financial statements Shareholder information
Governance
Conflict of interests
There are no potential conflicts of interest between any duties
owed by the Directors or senior managers to the Company and
their private interests and/or other duties; and no arrangements
or understandings with any of the shareholders of the Company,
clients, suppliers or others pursuant to which any Director or
senior manager was selected to be a Director or senior manager.
The Company tests regularly to ensure awareness of any future
potential conflicts of interest and related party transactions.
Political donations
The Company did not make any political donations or incur
any political expenditures to candidates or political campaigns
during the period.
External Auditor
The auditors for the financial year were Grant Thornton UK
LLP. Each of the persons who are Directors at the time when
this report is approved has confirmed that:
(a) so far as each Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware;
and
(b) each Director has taken all the steps that ought to have been
taken as a Director, including making appropriate enquiries
of fellow Directors and the Company’s auditors for that
purpose, in order to be aware of any information needed by
the Company’s auditors in connection with preparing their
report and to establish that the Company’s auditors are
aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies
Act 2006.
Internal control and risk management
The Audit & Risk Committee has responsibility for overseeing
the framework for risk management and internal control and
ensuring it functions appropriately.
The Group also has a robust financial controls framework
designed to provide assurance that proper accounting records are
adequately maintained, and that information used within the
business and for external publication is reliable and free from
material misstatement. This includes segregation of duties,
balance sheet reconciliations, and quarterly compliance checks
on revenue recognition.
The Board reviews the effectiveness of the system of internal
control annually and this process is subsequently evaluated by
the Audit & Risk Committee.
The Board is also responsible for the Internal Capital and Risk
Assessment (ICARA) document, as required by the Financial
Conduct Authority, a UK regulator, which summarises the
Group’s risk management framework and regulatory capital
requirements.
A detailed description of the risk management framework and
the principal risks identified is set out on pages 41 to 42.
Shareholder relations
Engagement with shareholders is of paramount importance to
the Group. The Directors, including on occasions the other
Non-Executive Director and the Chair of the Board, endeavour
to meet with large shareholders at least twice annually, generally
following interim and final results announcements. Following
these meetings, the Directors report back to the Board. All of
the Directors aim to attend the AGM either in person or by
video conference.
Post balance sheet events
There have been no material events occurring between the
balance sheet date and the date of signing this report.
By order of the Board
Rian Dartnell
Chairman of the Board
15th September 2025
Company registration number: 2685257
84 City of London Investment Group PLC Annual Report 2024/2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Strategic report,
the Directors’ report, the Directors’ remuneration report and
the Financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare Group and
Company financial statements for each financial year. The
Directors have elected under Company law and are required
under the Listing Rules of the Financial Conduct Authority to
prepare Group financial statements in accordance with UK-
adopted International Accounting Standards. The Directors have
elected under Company law to prepare the Company financial
statements in accordance with UK-adopted International
Accounting Standards.
The Group and Company financial statements are required by
law and UK-adopted International Accounting Standards to
present fairly the financial position of the Group and the
Company and the financial performance of the Group; the
Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to
financial statements giving a true and fair view are references
to their achieving a fair presentation.
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 Group and the
Company and of the profit or loss of the Group for that period.
In preparing each of the Group and Company 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 they have been prepared in accordance with
UK-adopted International Accounting Standards; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and
the Company and enable them to ensure that the financial
statements and the Directors’ remuneration report comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Directors’ statement pursuant to the Disclosure
and Transparency Rules
Each of the Directors, whose names and functions are listed on
page 46 confirm that, to the best of each person’s knowledge:
• the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit of
the Company and the undertakings included in the
consolidation taken as a whole; and
• the Strategic Report and Directors’ report contained in the
Annual Report includes a fair review of the development and
performance of the business and the position of the Company
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the City
of London Investment Group’s website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
For and on behalf of the Board
Rian Dartnell
Chairman of the Board
15th September 2025
Governance
City of London Investment Group PLC Annual Report 2024/2025 85
Strategic reportOverview Shareholder information
Governance Financial statements
FINANCIAL STATEMENTS
Contents
Independent auditor’s report 86
Consolidated income statement 96
Consolidated and Company statement of
comprehensive income 96
Consolidated and Company statement of financial position 97
Consolidated statement of changes in equity 98
Company statement of changes in equity 99
Consolidated and Company cash flow statement 100
Notes to the financial statements 101
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF CITY OF LONDON INVESTMENT GROUP PLC
86 City of London Investment Group PLC Annual Report 2024/2025
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of City of London
Investment Group PLC (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 30th June 2025,
which comprise of the Consolidated Income Statement,
Consolidated and Company Statement of Comprehensive
Income, Consolidated and Company Statement of Financial
Position, Consolidated Statement of Changes in Equity,
Company Statement of Changes in Equity, Consolidated and
Company Cash Flow Statement and notes to the financial
statements, including material accounting policy
information. The financial reporting framework that has
been applied in their preparation is applicable law and UK-
adopted international accounting standards and, as regards
the Parent Company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the
state of the Group’s and of the Parent Company’s affairs as
at 30th June 2025 and of the Group’s profit and the
Parent Company’s profit for the year then ended;
• the Group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
• the Parent Company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance
with the provisions of the Companies Act 2006; and
• the financial statements 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 are independent of the
Group and the Parent 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 listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
our opinion.
Conclusions relating to going concern
We are responsible for concluding on the appropriateness of the
Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s and the Parent Company’s
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in
our report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify the auditor’s
opinion. Our conclusions are based on the audit evidence
obtained up to the date of our report. However, future events or
conditions may cause the Group or the Parent Company to
cease to continue as a going concern.
Our evaluation of the Directors’ assessment of the Group’s and
the Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
• Determining the appropriateness of the Group and Parent
Company’s going concern policy and procedures under the
relevant accounting framework;
• Assessing the adequacy of disclosures concerning the basis of
preparation of the financial statements and going concern;
• Assessing the accuracy of the prior year forecasts and the
underlying data used in management’s forecasts;
• Inspecting management’s going concern assessment and
assessing its appropriateness by applying relevant sensitivities
to the underlying assumptions and the conclusions made;
• Evaluating the reasonableness of the income forecasts
prepared by management, including the assumptions used
and level of headroom available in terms of cash resources;
Financial statements: Independent Auditor’s report
City of London Investment Group PLC Annual Report 2024/2025 87
Strategic reportOverview Shareholder informationGovernance
• Considering the robustness of the forecasts to potential
changes in underlying key assumptions;
• Obtaining an understanding of how management has
assessed the impact of geopolitical events and market
conditions in relation to ongoing global macroeconomic
factors in their forecasts;
• Assessing disclosures included in the financial statements in
relation to the impact of macroeconomic uncertainties and
geopolitical events such as the impact of tariffs and
geopolitical uncertainty; and
• Identifying applicable subsequent events and discussing their
implications with management.
In our evaluation of the Directors’ conclusions, we considered
the inherent risks associated with the Group’s and the Parent
Company’s business model including effects arising from macro-
economic uncertainties such as the impact of tariffs, fluctuating
rates of inflation and interest and geopolitical uncertainty, we
assessed and challenged the reasonableness of estimates made
by the Directors and the related disclosures and analysed how
those risks might affect the Group’s and the Parent Company’s
financial resources or ability to continue operations over the
going concern period.
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.
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
Group’s and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the Group’s reporting on how it has 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.
Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: $1.3m which represents 5% of the Group’s profit
before tax.
Parent Company: $1.2m which represents approximately
1% of the Parent Company’s net assets.
Key audit matters were identified as:
• Management fees (same as previous year); and
• Impairment of goodwill and intangible assets (same as
previous year).
Our auditor’s report for the year ended 30th June 2024 included
no key audit matters that have not been reported as key audit
matters in our current year’s report.
Scope:
The Group is comprised of the Parent Company and six
subsidiaries, and we have performed an audit of the financial
information of the components using component performance
materiality (full scope audit) on three components, an audit of
one or more account balances, classes of transactions or
disclosures including specified risk focused procedures (specific-
scope audit) for one component and we performed analytical
procedures at Group level (analytical procedures) of the three
remaining Group components.
Financial statements
Key audit
matters
Materiality
Scoping
Key audit matters
Key audit matters are those matters that, in our professional
judgement, 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 that 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 forming our opinion thereon, and we do not provide a
separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT
CONTINUED
88 City of London Investment Group PLC Annual Report 2024/2025
Financial statements: Independent Auditor’s report
Description Audit response
Disclosures Key observations
KAM
Low
Management fees
Going concern
Cash and cash equivalents
Key audit matter Significant risk Other risk
Management override of controls
Impairment of goodwill
and intangible assets
High
Low
Extent of management judgement
Potential
financial
statement
impact
High
In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit.
City of London Investment Group PLC Annual Report 2024/2025 89
Strategic reportOverview Shareholder informationGovernance Financial statements
Key Audit Matter – Group How our scope addressed the matter – Group
Management fees
We identified accuracy of management fees applied to the
Funds under Management (FuM) being incorrect as one of the
most significant assessed risks of material misstatement due to
fraud and error.
As described in the accounting policies on page 105
management fees of $73,044,427 (note 2) are based on a
percentage of Funds under Management in accordance with
the respective management agreements. There is a risk of
management fee income being inaccurate or incomplete if
incorrect Funds under Management or incorrect percentages
are used in the calculation of fees. Whilst the computation of
fees is not inherently complex or judgemental, revenue is
material in the context of the financial statements as a whole
and it is therefore determined to be a key audit matter.
In responding to the key audit matter, we performed the
following audit procedures:
• assessed whether the Group’s accounting policy for
recognition of management fees is in accordance with
UK-adopted international accounting standards;
• agreed a selection of funds under management to third-party
(custodian) records of the relevant month-end Net Asset
Value (NAV), and confirmed that the correct fund values
had been used to calculate the fee;
• recalculated the majority of management fee income using
audit data analytics, and challenged discrepancies noted
between our expected fee recalculation and the revenue
recognised by the client;
• for a sample of management fees selected from the revenue
listing we agreed the key inputs into the management fee
calculation to the Investment Management Agreements
(IMA) and recalculated the expected management fee based
on the NAV and fee income percentage as documented in
the IMA; and
• reviewed System and Organisation Controls (SOC) reports
for the custodians appointed by management to identify
any exceptions and to provide support over the accuracy of
the reported NAV balances used within our substantive
testing; and
• considered the design and implementation of controls over
the inputs and calculation of management fee income by
performing a walkthrough of the process including
obtaining evidence of review and approval of the
management fee calculation.
Relevant disclosures in the Annual Report Our results
Financial statements: Note 1.15, Revenue recognition
The group’s accounting policy on management fees, is shown
in note 1.15 to the financial statements and related disclosures
are included in note 2.
Our testing did not identify any material misstatements in
the management fees recognised during the year.
INDEPENDENT AUDITOR’S REPORT
CONTINUED
90 City of London Investment Group PLC Annual Report 2024/2025
Financial statements: Independent Auditor’s report
Key Audit Matter – Group How our scope addressed the matter – Group
Impairment of goodwill and intangible assets
We identified impairment of goodwill and intangible assets as
one of the most significant assessed risks of material
misstatement due to error.
Goodwill of $90,072,110 and intangible assets, including
customer relationships, distribution channels and the trade
name, arising on acquisition of $27,162,000, as set out in note
13, are included in the consolidated Statement of Financial
Position at 30 June 2025. Management is required by IAS 36
‘Impairment of assets’ to perform an annual impairment
review for goodwill and for finite-life intangible assets where
there are indicators of impairment. The test for impairment
compares the carrying value of the cash generating unit to
which the assets are allocated to their recoverable amount
which is the higher of their fair value less costs of disposal
(FVLCD) or value in use (VIU). Calculating the recoverable
amount requires management judgement as set out in the
accounting policies in note 1.3 and the disclosures in note 13.
The headroom in the impairment assessment is sensitive to
changes in key assumptions (see note 13) and thus we
consider this to represent a key audit matter.
In responding to the key audit matter, we performed the
following audit procedures:
• assessed whether the Group’s accounting policy for the
impairment of goodwill and intangible assets is in accordance
with UK-adopted international accounting standards and is
compliance with the requirements of IAS 36;
• challenged management on key assumptions used in the
VIU calculation;
• recalculated the FVLCD for mechanical accuracy and
consistency with the requirements of IAS 36;
• considered the appropriateness of management’s assessment of
the allocation of goodwill and intangible assets to a cash
generating unit;
• assessed the reasonableness of comparable companies used in
the market comparable approach;
• challenged management on key assumptions used in the fair
value model including the selected market appreciation rate,
Assets under Management growth rate and comparison
against market comparators;
• worked with our internal valuation experts to determine the
appropriateness of the impairment assessment including
assumptions used and reasonableness of supporting data used
in the fair value estimate and VIU calculation;
• evaluated the sensitivity analysis prepared by management;
• considered the qualifications, credentials and independence of
the valuation expert engaged by management;
• assessed the completeness and accuracy of disclosures within
the financial statements; and
• considered the design and implementation of controls over
the inputs of the impairment review by performing a
walkthrough of the process including obtaining evidence
of the review.
Relevant disclosures in the Annual Report Our results
Financial statements: Note 1.7, Impairment of
goodwill and other assets
The Group’s accounting policy on the impairment of goodwill
and intangibles, is shown in note 1.7 to the financial
statements and related disclosures are included in note 13.
Our testing did not identify impairment in the goodwill and
intangibles during the year and we are satisfied that the
impairment review has been carried out in accordance with
the requirements of IAS 36.
We did not identify any key audit matters relating to the audit of the financial statements of the Parent Company only.
City of London Investment Group PLC Annual Report 2024/2025 91
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion
in the auditor’s report.
Materiality was determined as follows:
Strategic reportOverview Shareholder informationGovernance Financial statements
Materiality measure Group Parent Company
Materiality for financial
statements as a whole
We define materiality as the magnitude of misstatement in the financial statements that,
individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of these financial statements. We use materiality in determining the
nature, timing and extent of our audit work.
Materiality threshold $1.3m (2024: $1.1m), which represents
5% of profit before tax.
$1.2m (2024: $1.1m), which represents
approximately 1% of net assets (2024: 1%).
Significant judgements
made by auditor in
determining materiality
In determining materiality, we made the
following significant judgements:
• profitability is considered to be a key
benchmark monitored by management
and investors as the investors return is
based on profit.
Materiality for the current year is higher than
the level that we determined for the year ended
30th June 2024 to reflect an increase in the
profit during the year.
In determining materiality, we made the
following significant judgements:
• net assets is considered to be a key
benchmark as the entity primarily exists
to hold and manage its investments in
trading subsidiaries.
Materiality for the current year is higher than
the level that we determined for the year ended
30th June 2024 to reflect an increase in net
assets during the year.
Performance materiality
used to drive the extent
of our testing
We set performance materiality at an amount less than materiality for the financial statements as
a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds materiality for the financial statements as a whole.
Performance materiality
threshold
$0.97m (2024: $0.73m), which is 75% (2024:
65%) of financial statement materiality.
$0.90m (2024: $0.70m), which is 75%
(2024: 75%) of financial statement materiality.
Parent Company component performance
materiality has been capped at an amount less
than Group performance materiality for Group
audit purposes.
Significant judgements
made by auditor in
determining performance
materiality
In determining performance materiality, we
made the following significant judgements:
• There were no material audit adjustments
in our prior year audit, and through our
understanding obtained from planning
procedures and meetings with management,
we understand it to be a non-complex
investment management business. As a result
of this it is considered appropriate to use a
performance materiality of 75%.
In determining performance materiality, we
made the following significant judgements:
• There were no material audit adjustments
in our prior year audit, and through our
understanding obtained from planning
procedures and meetings with management,
we understand it to be a non-complex
investment management business. As a result
of this it is considered appropriate to use a
performance materiality of 75%.
92 City of London Investment Group PLC Annual Report 2024/2025
INDEPENDENT AUDITOR’S REPORT
CONTINUED
Financial statements: Independent Auditor’s report
The graph below illustrates how performance materiality interacts with our overall materiality and the threshold for communication
to the audit committee.
FSM: Financial statement materiality, PM: Performance materiality, TfC: Threshold for communication to the audit and risk committee.
Materiality measure Group Parent Company
Specific materiality
We determine specific materiality for one or more particular classes of transactions, account
balances or disclosures for which misstatements of lesser amounts than materiality for the
financial statements as a whole could reasonably be expected to influence the economic decisions
of users taken on the basis of the financial statements.
Specific materiality We determined a lower level of specific materiality for Director’s remuneration.
Communication of
misstatements to the audit
and risk committee
We determine a threshold for reporting unadjusted differences to the audit and risk committee.
Threshold for
communication
$63,000 (2024: $56,600), which represents
5% of financial statement materiality, and
misstatements below that threshold that,
in our view, warrant reporting on
qualitative grounds.
$59,800 (2024: $53,700), which represents
5% of financial statement materiality, and
misstatements below that threshold that,
in our view, warrant reporting on
qualitative grounds.
Overall materiality – Group
FSM: $1.30m, 5%
Profit before tax: $25.99m
PM
$0.97m
TfC
$0.06m
FSM
$1.30m
Overall materiality – Parent
FSM: $1.23m, 1%
Net assets: $156.17m
PM
$0.93m
TfC
$0.06m
FSM
$1.23m
City of London Investment Group PLC Annual Report 2024/2025 93
Strategic reportOverview Shareholder informationGovernance Financial statements
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding
of the Group’s and the Parent Company’s business and in
particular matters related to:
Understanding the Group, its components, their environments,
and its system of internal control including common controls
• The engagement team obtained an understanding of the
Group and its components, their environment, and its system
of internal control, including the nature and extent of
common controls and centralised activities relevant to
financial reporting, and assessed the risks of material
misstatement at the Group level; and
• The engagement team obtained an understanding of
relevant internal controls at both the Group and subsidiaries.
This included obtaining an understanding of the internal
controls and assessing whether they are designed and
implemented effectively.
Identifying components at which to perform audit procedures
We have determined the components at which to perform
further audit procedures, by considering the following:
• Components in scope for further audit procedures due to
individually including a risk of material misstatement to the
Group financial statements due to the component’s nature or
circumstances.
• Components in scope for further audit procedures due to the
nature and size of assets, liabilities and transactions at the
component (being of financial significance to one or more
scoped items that it is required to be in scope).
• Components in scope for further audit procedures to obtain
sufficient appropriate audit evidence for significant classes of
transactions, account balances and disclosures, or for
unpredictability.
Type of work to be performed on financial information of
parent and other components (including how it addressed
the key audit matters)
• Performance of full-scope audits of the financial information
using component materiality of City of London Investment
Group plc (Parent Company), Karpus Management Inc and City
of London Investment Management Company Limited. These
full-scope audits included the work on the identified key audit
matters as described in the Key Audit Matter section above.
• Analytical procedures at Group level using Group materiality
were performed for three components and for one component
we audited one or more account balances, classes of
transactions or disclosures of the component.
Performance of our audit
• Our full scope procedures gave a coverage of 100% of the
Group’s total income, 90% of the Group’s total assets and
91% of the Group’s profit before tax.
• We made visits to the finance team in London, who are
the central finance team for the Group including overseas
subsidiaries, to assess the control environment and to aid
fieldwork procedures. The Group consists of components
based in the United Kingdom, United States of America and
Singapore.
• The Group’s trading subsidiary in the United States of
America was subject to a full scope audit to component
performance materiality because the component was assessed
as significant to the Group based on its individual financial
significance and the nature of the significant risks identified.
The Group audit team carried out analytical procedures at
Group level on the overseas subsidiary based in Singapore.
• Further audit procedures performed on components subject to
specific scope and specified procedures may not have included
testing of all significant account balances of such components,
but further audit procedures were performed on specific
accounts within that component that we, the Group auditor,
considered had the potential for the greatest impact on the
Group financial statements either due to risk, size or coverage.
The components within the scope of further audit procedures
accounted for the following percentages of the Group’s results,
including the key audit matters identified:
No. of % coverage % coverage % coverage
Audit approach components total assets revenue PBT
Full-scope audit 3 90% 100% 91%
(2024: 95%) (2024: 100%) (2024: 86%)
Specified scope audit 1 7% 0% 5%
(2024: 3%) (2024: 0%) (2024: 0%)
Analytical procedures 3 3% 0% 4%
(2024: 2%) (2024: 0%) (2024: 14%)
Total 7 100% 100% 100%
Changes in approach from previous period
• There has been no change in scope from the prior year audit.
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 our 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial
statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
94 City of London Investment Group PLC Annual Report 2024/2025
INDEPENDENT AUDITOR’S REPORT
CONTINUED
Financial statements: Independent Auditor’s report
Our opinions on other matters prescribed by the Companies
Act 2006 are unmodified
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 the Directors’ report have been
prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the
Companies Act 2006
In the light of the knowledge and understanding of the Group
and the Parent Company and their environment obtained in
the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ report.
Matters on which we are required to report by exception
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 by the Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company 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 Group’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:
• the Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 81;
• the Directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers and why
the period is appropriate as set out on page 81;
• the Director’s statement on whether they have a reasonable
expectation that the Group will be able to continue in
operation and meet its liabilities set out on page 81;
• the Directors’ statement on fair, balanced and understandable
set out on page 59;
• the Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
pages 41 to 42;
• the section of the annual report that describes the review of
the effectiveness of risk management and internal control
systems set out on page 83; and
• the section describing the work of the audit committee set
out on page 60.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 84, 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 Group’s and the Parent 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 Group or the Parent 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.
City of London Investment Group PLC Annual Report 2024/2025 95
Strategic reportOverview Shareholder informationGovernance Financial statements
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. The extent to which our procedures
are capable of detecting irregularities, including fraud, is
detailed below:
• We obtained an understanding of the legal and regulatory
frameworks applicable to the Group and Parent Company and
the industry in which it operates. We identified areas of laws
and regulations that could reasonably be expected to have a
material effect on the financial statements from our sector
experience and through discussion with the Directors and
management. We determined that the most significant laws and
regulations were applicable Financial Services and Markets Act
2000 (FSMA 2000) legislation and those that relate to the
financial reporting framework, being UK-adopted international
accounting standards, the Companies Act 2006 and the Listing
Rules of the Financial Conduct Authority (the FCA);
• We enquired of the Directors and management to obtain an
understanding of how the Group and Parent Company is
complying with those legal and regulatory frameworks and
whether there were any instances of non-compliance with
laws and regulations and whether they had any knowledge of
actual or suspected fraud. We corroborated the results of our
enquiries through reading the minutes of Board and Audit
Committee meetings;
• We assessed the susceptibility of the Group and Parent
Company’s financial statements to material misstatement,
including how fraud might occur by evaluating management’s
incentives and opportunities for manipulation of the financial
statements. This included an evaluation of the risk of
management override of controls. Audit procedures performed
by the engagement team in connection with the risks
identified included:
– evaluating of the design and implementation of controls that
management has put in place to prevent and detect fraud;
– testing journal entries, including manual journal entries
processed at the year-end for financial statements
preparation and journals with unusual account
combinations; and
– challenging the assumptions and judgements made by
management in its significant accounting estimates.
• These audit procedures were designed to provide reasonable
assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error and detecting irregularities that result from fraud is
inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from
events and transactions reflected in the financial statements,
the less likely we would become aware of it;
• The engagement partner’s assessment of the appropriateness of
the collective competence and capabilities of the engagement
team included consideration of the engagement team’s:
– understanding of, and practical experience with audit
engagements of a similar nature and complexity through
appropriate training and participation;
– knowledge of the industry in which the Group and Parent
Company operates;
– understanding of the legal and regulatory frameworks
applicable to the Group.
• We communicated relevant laws and regulations and potential
fraud risks to all engagement team members and remained
alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting
Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the City of London Investment Group
PLC audit committee on 16th September 2024 to audit the
financial statements for the year ending 30th June 2025. Our
total uninterrupted period of engagement is two years, covering
the years ended 30th June 2024 to 30th June 2025.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the
Parent Company in conducting our audit.
Our 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.
William Pointon
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
15th September 2025
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30TH JUNE 2025
Year to | Year to | ||
30th June 2025 | 30th June 2024 | ||
Note | $’000 | $’000 | |
| Revenue | |||
Gross fee income | 2 | ||
| Commissions payable | ( | ( | |
Custody fees payable | ( | ( | |
Net fee income | |||
| Administrative expenses | |||
Employee costs | 3(b) | ||
| Other administrative expenses | |||
Depreciation and amortisation | |||
( | ( | ||
Operating profit | 5 | ||
| Finance income | 6 | ||
| Finance expense | 7 | ( | ( |
Gain on investments | 8 | ||
Profit before taxation | |||
Income tax expense | 9 | ( | ( |
Profit for the period | |||
| Profit attributable to: | |||
Equity shareholders of the parent | |||
Basic earnings per share (cents) | 10 | ||
Diluted earnings per share (cents) | 10 |
CONSOLIDATED AND COMPANY STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30TH JUNE 2025
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Profit for the period | ||
| Other comprehensive income: Items that may be subsequently | ||
| reclassified to profit or loss if specific conditions are met | ||
Foreign currency translation differences | ( | |
Total comprehensive income for the period | ||
| Attributable to: | ||
Equity shareholders of the parent |
96 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
30TH JUNE 2025
City of London Investment Group PLC Annual Report 2024/2025 97
Group | Company | ||||
30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 | ||
Note | $’000 | $’000 | $’000 | $’000 | |
| Non-current assets | |||||
Property and equipment | 11 | 157 | 227 | ||
| Right-of-use assets | 12 | 699 | 925 | ||
| Intangible assets | 13 | 62 | 20 | ||
| Other financial assets | 14 | 134,203 | 134,283 | ||
Deferred tax asset | 15 | 287 | 313 | ||
135,408 | 135,768 | ||||
| Current assets | |||||
Trade and other receivables | 16 | 6,574 | 3,654 | ||
| Current tax receivable | 3,360 | 2,426 | |||
Cash and cash equivalents | 17 | 16,550 | 20,381 | ||
26,484 | 26,461 | ||||
| Current liabilities | |||||
Trade and other payables | 18 | ( | ( | (4,461) | (5,519) |
Lease liabilities | 19 | ( | ( | (318) | (284) |
Creditors, amounts falling due within one year | ( | ( | (4,779) | (5,803) | |
Net current assets | 21,705 | 20,658 | |||
Total assets less current liabilities | 157,113 | 156,426 | |||
| Non-current liabilities | |||||
Lease liabilities | 19 | ( | ( | (725) | (964) |
Deferred tax liability | 20 | ( | ( | (216) | (256) |
Net assets | 156,172 | 155,206 | |||
| Capital and reserves | |||||
Share capital | 21 | 644 | 644 | ||
| Share premium account | 22 | 2,866 | 2,866 | ||
| Merger relief reserve | 21 | 128,984 | 128,984 | ||
| Investment in own shares | 22 | ( | ( | (8,795) | (9,227) |
| Share option reserve | 22 | 128 | 187 | ||
| EIP share reserve | 22 | 1,683 | 2,046 | ||
| Foreign currency translation reserve | 22 | ( | ( | 466 | 466 |
| Capital redemption reserve | 22 | 33 | 33 | ||
Retained earnings | 22 | 30,163 | 29,207 | ||
| Attributable to: | |||||
Equity shareholders of the parent | 156,172 | 155,206 | |||
Total equity | 156,172 | 155,206 |
As permitted by section 408 of the Companies Act 2006, the income statement of the Parent Company is not presented as part of
these financial statements. The Parent Company’s profit for the financial period amounted to $21,858k (2024: $20,445k).
Strategic reportOverview Shareholder informationGovernance
Financial statements
Financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
30TH JUNE 2025
Foreign | Total | |||||||||
Share | Merger | Investment | Share | EIP | currency | Capital | attributable | |||
Share | premium | relief | in own | option | share | translation | redemption | Retained | to | |
capital | account | reserve | shares | reserve | reserve | reserve | reserve | earnings | shareholders | |
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
As at 1st July 2023 | ( | ( | ||||||||
Profit for the period | ||||||||||
Other comprehensive income | ( | ( | ||||||||
Total comprehensive income | ( | |||||||||
| Transactions with owners | ||||||||||
Share option exercise | ( | |||||||||
Purchase of own shares | ( | ( | ||||||||
Share-based payment | ||||||||||
EIP vesting/forfeiture | ( | |||||||||
Deferred tax on share options | ( | ( | ( | |||||||
Current tax on share options | ||||||||||
Dividends paid | ( | ( | ||||||||
Total transactions with owners | ( | ( | ( | |||||||
As at 30th June 2024 | ( | ( | ||||||||
Profit for the period | ||||||||||
Other comprehensive income | ||||||||||
Total comprehensive income | ||||||||||
| Transactions with owners | ||||||||||
Share option exercise | ( | |||||||||
Purchase of own shares | ( | ( | ||||||||
Share-based payment | ( | |||||||||
EIP vesting/forfeiture | ( | |||||||||
Deferred tax on share options | ( | ( | ||||||||
Current tax on share options | ||||||||||
Dividends paid | ( | ( | ||||||||
Total transactions with owners | ( | ( | ( | ( | ||||||
As at 30th June 2025 | ( | ( |
98 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
COMPANY STATEMENT OF CHANGES IN EQUITY
30TH JUNE 2025
City of London Investment Group PLC Annual Report 2024/2025 99
Foreign Total
Share Merger Investment Share EIP currency Capital attributable
Share premium relief in own option share translation redemption Retained to
capital account reserve shares reserve reserve reserve reserve earnings shareholders
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
As at 1 July 2023 644 2,866 128,984 (10,301) 161 2,200 468 33 28,658 153,713
Profit for the period – – – –––––20,445 20,445
Other comprehensive income – – – –––––––
Total comprehensive income – – – –––––20,445 20,445
Transactions with owners
Share option exercise – – – 154 (9) – – – (1) 144
Purchase of own shares – – – (1,315) – – – – – (1,315)
Share-based payment – – – – 35 1,039 – – – 1,074
EIP vesting/forfeiture – – – 2,235 – (1,193) – – – 1,042
Deferred tax on share options – – – –––––(6)(6)
Foreign exchange translation – – – – – – (2) – – (2)
Dividends paid – – – –––––(19,889) (19,889)
Total transactions with owners – – – 1,074 26 (154) (2) – (19,896) (18,952)
As at 30th June 2024 644 2,866 128,984 (9,227) 187 2,046 466 33 29,207 155,206
Profit for the period – – – –––––21,858 21,858
Other comprehensive income – – – –––––––
Total comprehensive income – – – –––––21,858 21,858
Transactions with owners
Share option exercise – – – 278 (42) – – – 16 252
Purchase of own shares – – – (2,110) – – – – – (2,110)
Share-based payment – – – – (17) 888 – – – 871
EIP vesting/forfeiture – – – 2,264 – (1,251) – – – 1,013
Dividends paid – – – –––––(20,918) (20,918)
Total transactions with owners – – – 432 (59) (363) – – (20,902) (20,892)
As at 30th June 2025 644 2,866 128,984 (8,795) 128 1,683 466 33 30,163 156,172
Strategic reportOverview Shareholder informationGovernance
Financial statements
Financial statements
CONSOLIDATED AND COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH JUNE 2025
Group | Company | ||||
30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 | ||
Note | $’000 | $’000 | $’000 | $’000 | |
| Cash flow from operating activities | |||||
Profit before taxation | 1,405 | 1,675 | |||
| Adjustments for: | |||||
| Depreciation of property and equipment | 89 | 97 | |||
| Depreciation of right-of-use assets | 226 | 227 | |||
| Amortisation of intangible assets | 18 | 10 | |||
| Share-based payment charge | ( | (4) | 4 | ||
| EIP-related charge | 432 | 581 | |||
| Gain on investments | 8 | ( | ( | (12) | (323) |
| Interest receivable | 6 | ( | ( | (750) | (898) |
| Interest payable | 7 | 8 | 24 | ||
| Interest payable on leased assets | 7 | 50 | 17 | ||
Translation adjustments | (164) | 149 | |||
| Cash generated from operations before changes | |||||
| in working capital | 1,298 | 1,563 | |||
| (Increase)/decrease in trade and other receivables | ( | ( | (779) | 880 | |
Increase in trade and other payables | 910 | 3,038 | |||
Cash generated from operations | 1,429 | 5,481 | |||
| Interest received | 6 | 750 | 898 | ||
| Interest payable | 7 | ( | ( | (8) | (24) |
| Interest paid on leased assets | 7 | ( | ( | (50) | (17) |
Taxation paid | ( | ( | (3,555) | (3,857) | |
Net cash generated from/(used in) operating activities | (1,434) | 2,481 | |||
| Cash flow from investing activities | |||||
Dividends received from subsidiaries | 20,800 | 19,150 | |||
| Purchase of property and equipment and intangibles | ( | ( | (79) | (44) | |
| Purchase of non-current financial assets | ( | ( | – | – | |
Proceeds from sale of current financial assets | – | 5,203 | |||
Net cash (used in)/generated from investing activities | ( | 20,721 | 24,309 | ||
| Cash flow from financing activities | |||||
Ordinary dividends paid | 23 | ( | ( | (20,918) | (19,889) |
| Purchase of own shares by employee share option trust | ( | ( | (2,110) | (1,315) | |
| Proceeds from sale of own shares by employee benefit trust | 295 | 154 | |||
Payment of lease liabilities | 19(c) | ( | ( | (295) | (48) |
Net cash used in financing activities | ( | ( | (23,028) | (21,098) | |
Net increase/(decrease) in cash and cash equivalents | (3,741) | 5,692 | |||
| Cash and cash equivalents at start of period | 20,381 | 14,779 | |||
Effect of exchange rate changes | ( | (90) | (90) | ||
Cash and cash equivalents at end of period | 16,550 | 20,381 |
100 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH JUNE 2025
City of London Investment Group PLC Annual Report 2024/2025 101
1. SIGNIFICANT ACCOUNTING POLICIES
on 29th October 2010 and is domiciled and incorporated in the United Kingdom
Strategic reportOverview Shareholder informationGovernance
Financial statements
Financial statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
102 City of London Investment Group PLC Annual Report 2024/2025
1. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Controlling | Country of | ||
Subsidiary undertakings | Activity | interest | incorporation |
City of London Investment Management Company Limited | Management of funds | 100% | UK |
City of London US Investments Limited | Holding company | 100% | UK |
Karpus Management Inc. (aka – Karpus Investment Management) | Management of funds | 100% | USA |
Global Equity CEF Fund | Delaware Statutory Trust Fund | 100% | USA |
City of London Investment Management (Singapore) PTE Ltd | Management of funds | Singapore |
City of London Latin America Limited | Dormant company | UK |
| Country of | ||
Subsidiary undertakings | Activity | incorporation |
City of London US Services Limited | Service company | UK |
City of London Investment Management Company Limited | 77 Gracechurch Street, London EC3V 0AS, UK | |
| City of London US Investments Limited | ||
| City of London US Services Limited | ||
| City of London Latin America Limited | ||
City of London Investment Management Company (Singapore) PTE Ltd | 20 Collyer Quay, #10-04, Singapore 049319 | |
Karpus Management Inc. | 183 | Sully’s Trail, Pittsford, New York 14534, USA |
Global Equity CEF Fund | 4005 | Kennett Pike, Suite 250, Greenville, DE 19807, USA |
Financial statements
City of London Investment Group PLC Annual Report 2024/2025 103
1. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Strategic reportOverview Shareholder informationGovernance Financial statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
1. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
104 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
City of London Investment Group PLC Annual Report 2024/2025 105
1. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Strategic reportOverview Shareholder informationGovernance Financial statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
1. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
106 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
City of London Investment Group PLC Annual Report 2024/2025 107
2. SEGMENTAL ANALYSIS
The Directors consider that the Group has only one reportable segment, namely asset management, and hence only analysis by
geographical location is given.
| Europe | ||||||
USA | Canada | UK | (ex UK) | Other | Total | |
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Year to 30th June 2025 | ||||||
Gross fee income | 70,567 | 1,529 | – | 818 | 130 | 73,044 |
| Non-current assets: | ||||||
| Property and equipment | 759 | – | 147 | – | 11 | 917 |
| Right-of-use assets | 3,656 | – | 699 | – | 63 | 4,418 |
Intangible assets | 117,234 | – | 62 | – | – | 117,296 |
| Year to 30th June 2024 | ||||||
Gross fee income | 66,885 | 1,465 | – | 1,001 | 102 | 69,453 |
| Non-current assets: | ||||||
Property and equipment | 901 | – | 205 | – | 22 | 1,128 |
Right-of-use assets | 4,030 | – | 925 | – | 121 | 5,076 |
Intangible assets | 122,833 | – | 20 | – | – | 122,853 |
3. EMPLOYEES
Group | Company | |||
Year to | Year to | Year to | Year to | |
| (a) Average number of persons employed | 30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 |
by the Group in the period: | Number | Number | Number | Number |
Investment Management/Research | 35 | 39 | 16 | 18 |
| Performance and Attribution | 5 | 5 | – | – |
| Business Development/Marketing | 16 | 16 | 1 | 1 |
| Client Services | 14 | 15 | 2 | 2 |
Administration, Accounts and Settlements | 43 | 43 | 10 | 10 |
113 | 118 | 29 | 31 |
Group | Company | |||
Year to | Year to | Year to | Year to | |
| (b) The aggregate employment costs of | 30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 |
employees and Directors were: | $’000 | $’000 | $’000 | $’000 |
Wages and salaries | 14,554 | 14,881 | 4,393 | 4,611 |
| Profit sharing payments | 9,852 | 9,588 | 2,937 | 3,062 |
| Social security costs | 1,979 | 1,956 | 1,025 | 1,046 |
| Defined contribution pension costs | 2,003 | 2,110 | 498 | 511 |
| EIP-related charges | 1,223 | 1,438 | 375 | 631 |
| Share options charge | (17) | 35 | (4) | 4 |
Other employee costs | 829 | 917 | 187 | 259 |
30,423 | 30,925 | 9,411 | 10,124 |
Strategic reportOverview Shareholder informationGovernance Financial statements
4. DIRECTORS
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
Directors’ emoluments comprise: | $’000 | $’000 |
Emoluments (excluding pension contributions and awards under share option schemes) | 1,263 | 1,141 |
| Pension contributions | 36 | 36 |
| EIP-related charges | 24 | 33 |
| Gains on exercise of share options | – | 12 |
Other taxable benefits ^ | 22 | 28 |
1,345 | 1,250 | |
Social security costs | 35 | 35 |
1,380 | 1,285 |
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
Number | Number | |
Number of Directors on whose behalf pension contributions were paid during the period | 1 | 1 |
Number of Directors who exercised share options during the period | – | 1 |
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
Highest paid Director’s remuneration: | $’000 | $’000 |
Emoluments (excluding pension contributions and awards under share option schemes) | 939 | 791 |
| Pension contributions | 36 | 36 |
| EIP-related charges | 24 | 33 |
| Gains on exercise of share options | – | 12 |
Other taxable benefits ^ | 13 | 10 |
1,012 | 882 | |
Social security costs | 22 | 21 |
1,034 | 903 |
(^) The regulations require us to disclose taxable benefits. Health insurance is offered to all employees but is not considered a taxable benefit in all countries.
For comparative purposes, we have based our calculations on all health insurance costs incurred, whether a taxable benefit or not.
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
108 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
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Year to | Year to | |
30th June 2025 | 30th June 2024 | |
The operating profit is arrived at after charging: | $’000 | $’000 |
Depreciation of property and equipment | 285 | 293 |
| Depreciation of right-of-use assets | 658 | 672 |
| Amortisation of intangible assets | 5,617 | 5,609 |
| Auditor’s remuneration: | ||
| – Statutory audit of the parent and consolidated financial statements | 158 | 149 |
| – Statutory audit of subsidiaries of the Company | 147 | 134 |
| – Audit related assurance services | 50 | 62 |
| Short-term lease expense | 20 | 21 |
| Legal and professional fees | 2,563 | 1,766 |
| Consultancy and software fees | 1,959 | 1,780 |
Market information services | 1,312 | 1,511 |
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Interest on cash and cash equivalents | 1,490 | 1,460 |
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Interest payable on lease liabilities | 387 | 357 |
Interest payable other | 8 | 24 |
395 | 381 |
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Unrealised gain on investments | 614 | 180 |
Realised gain on investments | 152 | 871 |
766 | 1,051 |
Financial statements
9. TAX CHARGE ON PROFIT ON ORDINARY ACTIVITIES
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
(a) Analysis of tax charge on ordinary activities: | $’000 | $’000 |
| Current tax: | ||
UK corporation tax at 25% (2024: 25%) based on the profit for the period | 3,992 | 5,417 |
| Double taxation relief | (585) | (887) |
Adjustments in respect of prior years | 162 | (7) |
UK tax total | 3,569 | 4,523 |
| Foreign tax | 4,145 | 2,453 |
Adjustments in respect of prior years | (207) | (123) |
Foreign tax total | 3,938 | 2,330 |
Total current tax charge | 7,507 | 6,853 |
| Deferred tax: | ||
UK – origination and reversal of temporary differences | 129 | 68 |
Foreign – origination and reversal of temporary differences | (1,329) | (1,415) |
Total deferred tax credit | (1,200) | (1,347) |
Total tax charge in income statement | 6,307 | 5,506 |
(b) Factors affecting tax charge for the current period:
The tax charge on profit for the year is different to that resulting from applying the standard rate of corporation tax in the
UK – 25% (prior year – 25%). The differences are explained below:
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Profit on ordinary activities before tax | 25,989 | 22,621 |
| Tax on profit from ordinary activities at the standard rate | (6,497) | (5,655) |
| Effects of: | ||
| Unrelieved foreign tax at rates different to those of the UK | (20) | (166) |
| Income ineligible for tax | (62) | 75 |
| Capital allowances less than depreciation | 207 | 98 |
| Prior period adjustments | 47 | 129 |
Other | 18 | 13 |
Total tax charge in income statement | (6,307) | (5,506) |
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
110 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
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10. EARNINGS PER SHARE
The calculation of earnings per share is based on the profit for the period attributable to the equity shareholders of the parent
divided by the weighted average number of ordinary shares in issue for the period ended 30th June 2025.
As set out in the Directors’ report on page 82 the Employee Benefit Trust held 1,750,055 (2024: 1,829,637) ordinary shares in
the Company as at 30th June 2025. The Trustees of the Trust have waived all rights to dividends associated with these shares.
In accordance with IAS 33 Earnings per share, the ordinary shares held by the Employee Benefit Trust have been excluded from
the calculation of the weighted average number of ordinary shares in issue.
The calculation of diluted earnings per share is based on the profit for the period attributable to the equity shareholders of the
parent divided by the diluted weighted average number of ordinary shares in issue for the period ended 30th June 2025.
Reported earnings per share
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Profit attributable to the equity shareholders of the parent for basic earnings | 19,682 | 17,115 |
Number of shares | Number of shares | |
Issued ordinary shares as at 1st July | 50,679,095 | 50,679,095 |
Effect of own shares held by EBT | (1,539,816) | (1,875,340) |
| Weighted average shares in issue | 49,139,279 | 48,803,755 |
Effect of movements in share options and EIP awards | 759,201 | 978,997 |
Diluted weighted average shares in issue | 49,898,480 | 49,782,752 |
| Basic earnings per share (cents) | 40.1 | 35.1 |
Diluted earnings per share (cents) | 39.4 | 34.4 |
| Basic earnings per share (pence) | 30.9 | 27.8 |
Diluted earnings per share (pence) | 30.4 | 27.3 |
Underlying earnings per share*
Underlying earnings per share is based on the underlying profit after tax*, where profit after tax is adjusted for gain/loss on
investments, amortisation of acquired intangibles and their relating tax impact.
Underlying profit for calculating underlying earnings per share
Year to | Year to | |
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
Profit before tax | 25,989 | 22,621 |
| Add back/(deduct): | ||
| – (Gain)/loss on investments | (766) | (1,051) |
– Amortisation on acquired intangibles | 5,599 | 5,599 |
| Underlying profit before tax | 30,822 | 27,169 |
| Tax expense as per the consolidated income statement | (6,307) | (5,506) |
| Tax effect of fair value adjustments | 190 | 261 |
Unwinding of deferred tax liability | (1,344) | (1,344) |
Underlying profit after tax for the calculation of underlying earnings per share | 23,361 | 20,580 |
| Underlying earnings per share (cents) | 47.5 | 42.2 |
Underlying diluted earnings per share (cents) | 46.8 | 41.3 |
| Underlying earnings per share (pence) | 36.7 | 33.5 |
Underlying diluted earnings per share (pence) | 36.1 | 32.8 |
* This is an Alternative Performance Measure (APM). Please refer to the Financial Review for more details on APMs.
Financial statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
112 City of London Investment Group PLC Annual Report 2024/2025
30th June 2025 | 30th June 2024 | ||||||||
Computer | Short | Computer | Short | ||||||
Furniture | and | leasehold | Furniture | and | leasehold | ||||
and | telephone | improve- | and | telephone | improve- | ||||
equipment | equipment | ments | Total | equipment | equipment | ments | Total | ||
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||
| Group | |||||||||
| Cost | |||||||||
At start of period | 553 | 2,178 | 666 | 3,397 | 491 | 2,021 | 877 | 3,389 | |
| Additions | 30 | 44 | – | 74 | 62 | 210 | 228 | 500 | |
Disposals | – | (50) | – | (50) | – | (53) | (439) | (492) | |
At close of period | 583 | 2,172 | 666 | 3,421 | 553 | 2,178 | 666 | 3,397 | |
| Accumulated depreciation | |||||||||
At start of period | 261 | 1,826 | 182 | 2,269 | 209 | 1,677 | 582 | 2,468 | |
| Charge for the period | 53 | 184 | 48 | 285 | 52 | 201 | 40 | 293 | |
Disposals | – | (50) | – | (50) | – | (52) | (440) | (492) | |
At close of period | 314 | 1,960 | 230 | 2,504 | 261 | 1,826 | 182 | 2,269 | |
| Net book value | |||||||||
At close of period | 269 | 212 | 436 | 917 | 292 | 352 | 484 | 1,128 | |
| Company | |||||||||
| Cost | |||||||||
At start of period | 287 | 634 | 175 | 1,096 | 284 | 650 | 171 | 1,105 | |
| Additions | – | 1 9 | – | 1 9 | 3 | 37 | 4 | 44 | |
Disposals | – | – | – | – | – | (53) | – | (53) | |
At close of period | 287 | 653 | 175 | 1,115 | 287 | 634 | 175 | 1,096 | |
| Accumulated depreciation | |||||||||
At start of period | 198 | 554 | 117 | 869 | 175 | 547 | 103 | 825 | |
| Charge for the period | 22 | 51 | 16 | 89 | 23 | 60 | 14 | 97 | |
Disposals | – | – | – | – | – | (53) | – | (53) | |
At close of period | 220 | 605 | 133 | 958 | 198 | 554 | 117 | 869 | |
| Net book value | |||||||||
At close of period | 67 | 48 | 42 | 157 | 89 | 80 | 58 | 227 |
Financial statements
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30th June 2025 | 30th June 2024 | |||||
Office | Office | |||||
Property | equipment | Property | equipment | |||
leases | leases | Total | leases | leases | Total | |
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Group | ||||||
| Cost | ||||||
At start of period | 7,397 | 89 | 7,486 | 4,474 | 82 | 4,556 |
| Lease additions | – | – | – | 3,012 | 89 | 3,101 |
| Lease modifications | – | – | – | 150 | – | 150 |
Disposals | – | – | – | (239) | (82) | (321) |
At close of period | 7,397 | 89 | 7,486 | 7,397 | 89 | 7,486 |
| Depreciation charge | ||||||
At start of period | 2,404 | 6 | 2,410 | 1,969 | 63 | 2,032 |
| Charge for the period | 640 | 18 | 658 | 649 | 23 | 672 |
Disposals | – | – | – | (214) | (80) | (294) |
At close of period | 3,044 | 24 | 3,068 | 2,404 | 6 | 2,410 |
| Net book value | ||||||
At close of period | 4,353 | 65 | 4,418 | 4,993 | 83 | 5,076 |
| Company | ||||||
| Cost | ||||||
At start of period | 2,058 | – | 2,058 | 2,058 | – | 2,058 |
At close of period | 2,058 | – | 2,058 | 2,058 | – | 2,058 |
| Depreciation charge | ||||||
At start of period | 1,133 | – | 1,133 | 906 | – | 906 |
Charge for the period | 226 | – | 226 | 227 | – | 227 |
At close of period | 1,359 | – | 1,359 | 1,133 | – | 1,133 |
| Net book value | ||||||
At close of period | 699 | – | 699 | 925 | – | 925 |
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
114 City of London Investment Group PLC Annual Report 2024/2025
30th June 2025 | 30th June 2024 | ||||||
| Direct | |||||||
customer | Distribution | Long-term | |||||
Goodwill | relationships | channels | Trade name | software | Total | Total | |
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Group | |||||||
| Cost | |||||||
At start of period | 90,072 | 46,052 | 6,301 | 1,405 | 914 | 144,744 | 144,744 |
Additions | – | – | – | – | 60 | 60 | – |
At close of period | 90,072 | 46,052 | 6,301 | 1,405 | 974 | 144,804 | 144,744 |
| Amortisation charge | |||||||
At start of period | – | 17,270 | 3,376 | 351 | 894 | 21,891 | 16,282 |
Charge for the period | – | 4,605 | 900 | 94 | 18 | 5,617 | 5,609 |
At close of period | – | 21,875 | 4,276 | 445 | 912 | 27,508 | 21,891 |
| Net book value: | |||||||
At close of period | 90,072 | 24,177 | 2,025 | 960 | 62 | 117,296 | 122,853 |
| Company | |||||||
| Cost | |||||||
At start of period | – | – | – | – | 112 | 112 | 112 |
Additions | – | – | – | – | 60 | 60 | – |
At close of period | – | – | – | – | 172 | 172 | 112 |
| Amortisation charge | |||||||
At start of period | – | – | – | – | 92 | 92 | 82 |
Charge for the period | – | – | – | – | 18 | 18 | 10 |
At close of period | – | – | – | – | 110 | 110 | 92 |
Net book value | – | – | – | – | 62 | 62 | 20 |
Financial statements
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13. INTANGIBLE ASSETS CONTINUED
| 2025 | ||
From | To | |
EV / December LTM FuM – (USD Mn) | 3.5% | 0.9% |
EV / CY 2025 FuM – (USD Mn) | 3.5% | 1.0% |
EV / CY 2024 EBITDA Post Bonus | 10.0x | 3.5x |
EV / CY 2025 EBITDA Post Bonus | 9.0x | 2.7x |
30th June 2025 | 30th June 2024 | |||||
Unlisted | Listed | Unlisted | Listed | |||
investments | investments | Total | investments | investments | Total | |
Group | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 |
At start of period | 50 | 5,700 | 5,750 | 2,431 | 7,589 | 10,020 |
| Additions | – | 2,789 | 2,789 | – | 4,594 | 4,594 |
| Disposals | (1) | (2,637) | (2,638) | (2,537) | (7,091) | (9,628) |
Fair value gains | 11 | 594 | 605 | 156 | 608 | 764 |
At close of period | 60 | 6,446 | 6,506 | 50 | 5,700 | 5,750 |
30th June 2025 | 30th June 2024 | |||||
Investment in | Investment in | |||||
Unlisted | subsidiary | Unlisted | subsidiary | |||
investments | undertakings | Total | investments | undertakings | Total | |
Company | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 |
At start of period | 50 | 134,233 | 134,283 | 2,431 | 136,719 | 139,150 |
| Additions | – | (40) | (40) | – | 5 0 | 5 0 |
| Disposals | (1) | (50) | (51) | (2,537) | (2,536) | (5,073) |
Fair value gains | 11 | – | 11 | 156 | – | 156 |
At close of period | 60 | 134,143 | 134,203 | 50 | 134,233 | 134,283 |
| Share-based | |||
payments | Other | Total | |
Group | $’000 | $’000 | $’000 |
At 30th June 2023 | 493 | 669 | 1,162 |
Credited to income statement | 23 | 724 | 747 |
Charged to equity | (30) | – | (30) |
At 30th June 2024 | 486 | 1,393 | 1,879 |
Charged to income statement | (48) | (118) | (166) |
Charged to equity | (4) | – | (4) |
Currency translation to income statement | – | 28 | 28 |
At 30th June 2025 | 434 | 1,303 | 1,737 |
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
116 City of London Investment Group PLC Annual Report 2024/2025
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15. DEFERRED TAX ASSET CONTINUED
| Share-based | |||
payments | Other | Total | |
Company | $’000 | $’000 | $’000 |
At 30th June 2023 | 7 | 325 | 332 |
Credited/(charged) to income statement | 1 | (14) | (13) |
Charged to equity | (6) | – | (6) |
At 30th June 2024 | 2 | 311 | 313 |
Charged to income statement | (2) | (50) | (52) |
Currency translation to income statement | – | 26 | 26 |
At 30th June 2025 | – | 287 | 287 |
Group | Company | |||
30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 | |
$’000 | $’000 | $’000 | $’000 | |
Trade receivables | 385 | 310 | – | – |
| Accrued income* | 6,477 | 6,131 | – | – |
| Amounts owed by Group undertakings | – | – | 6,046 | 3,102 |
| Other receivables | 277 | 246 | 125 | 148 |
Prepayments | 1,716 | 1,693 | 403 | 404 |
8,855 | 8,380 | 6,574 | 3,654 |
17. CASH AND CASH EQUIVALENTS
Group | Company | |||
30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 | |
$’000 | $’000 | $’000 | $’000 | |
Cash held with banks | 2,059 | 1,689 | 287 | 140 |
| Short-term notice deposits | – | 1,288 | – | – |
| Short term treasuries/money market funds | 33,408 | 30,761 | 16,263 | 20,241 |
Cash held by consolidated entities | 25 | – | – | – |
35,492 | 33,738 | 16,550 | 20,381 |
Group | Company | |||
30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 | |
$’000 | $’000 | $’000 | $’000 | |
Trade payables | 37 | 2 | 1 | – |
| Sundry payables | 205 | 129 | 6 | 5 |
| Amounts owed to Group undertakings | – | – | 954 | 1,803 |
| Other taxation and social security | 201 | 196 | 180 | 180 |
Accruals and deferred income* | 9,865 | 10,105 | 3,320 | 3,531 |
10,308 | 10,432 | 4,461 | 5,519 |
Group | Company | |||
30th June 2025 | 30th June 2024 | 30th June 2025 | 30th June 2024 | |
a) Lease liabilities | $’000 | $’000 | $’000 | $’000 |
| Lease liabilities | ||||
| Current | 585 | 526 | 318 | 284 |
Non-current | 4,705 | 5,207 | 725 | 964 |
5,290 | 5,733 | 1,043 | 1,248 |
Group | Company | |||
Present value | Undiscounted | Present value | Undiscounted | |
of minimum | minimum | of minimum | minimum | |
lease payments | lease payments | lease payments | lease payments | |
b) Lease maturities | $’000 | $’000 | $’000 | $’000 |
Within one year | 585 | 954 | 318 | 365 |
| In the second to fifth year inclusive | 1,900 | 2,957 | 725 | 664 |
After five years | 2,805 | 3,784 | – | – |
5,290 | 7,695 | 1,043 | 1,029 |
Group | Company | |
c) Liabilities from financing activities | $’000 | $’000 |
Lease liabilities as at 30th June 2023 | 2,749 | 1,301 |
Cash flows | (231) | (48) |
New and modified leases | 3,224 | – |
Currency translations | (9) | (5) |
Lease liabilities as at 30th June 2024 | 5,733 | 1,248 |
Cash flows | (539) | (295) |
Currency translations | 96 | 90 |
Lease liabilities as at 30th June 2025 | 5,290 | 1,043 |
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
118 City of London Investment Group PLC Annual Report 2024/2025
Financial statements
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Right-of-use assets | Intangible assets | Other financial assets | Total | |
Group | $’000 | $’000 | $’000 | $’000 |
At 30th June 2023 | 633 | 9,206 | (50) | 9,789 |
Credited to income statement | 2 | (1,343) | 106 | (1,235) |
Other movements | 608 | – | – | 608 |
At 30th June 2024 | 1,243 | 7,863 | 56 | 9,162 |
Credited to income statement | (156) | (1,344) | 135 | (1,365) |
Currency translation to income statement | 24 | – | – | 24 |
At 30th June 2025 | 1,111 | 6,519 | 191 | 7,821 |
Right-of-use assets | Intangible assets | Other financial assets | Total | |
Company | $’000 | $’000 | $’000 | $’000 |
At 30th June 2023 | 307 | – | 4 | 311 |
Debited to income statement | 2 | – | – | 2 |
Other movements | (57) | – | – | (57) |
At 30th June 2024 | 252 | – | 4 | 256 |
Credited to income statement | (62) | – | – | (62) |
Currency translation to income statement | 22 | – | – | 22 |
At 30th June 2025 | 212 | – | 4 | 216 |
Share capital | Merger relief reserve | |
Group and Company | $’000 | $’000 |
At start and end of period 50,679,095 ordinary shares of 1p each | 644 | 128,984 |
23. DIVIDEND
30th June 2025 | 30th June 2024 | |
$’000 | $’000 | |
| Dividends paid: | ||
| Interim dividend of 11p per share (2024: 11p) | 7,052 | 6,840 |
30th June 2024 of 22p per share (2023: 22p) | 13,866 | 13,049 |
20,918 | 19,889 |
A final dividend of 22
6th November 2025, subject to shareholder approval, to shareholders who are on the register of members on 26th September 2025.
*Difference between gross and net amounts is due to shares held at EBT that do not receive a dividend.
24. SHARE-BASED PAYMENTS
(a) The estimated fair value of options which fall under IFRS 2, and the inputs used in the Black-Scholes model to calculate those
values at fair value, are as follows:
| Number | |||||||||
Expected | Risk-free | Share price | Exercise | Dividend | Estimated | originally | |||
Date of grant | Expiry date | life (yrs) | rate | at grant (£) | price (£) | Volatility | yield | Fair value (£) | granted |
09/01/2025 | 09/01/2035 | 6.5 | 4.5% | 3.94 | 3.99 | 37.51% | 8.38% | 0.68 | 20,000 |
The expected share price volatility is based on historical volatility over the past 6.5 years. The expected life of the options has been
assumed to be 6.5 years based upon the empirical evidence available.
The risk-free rate has been assumed to be represented by the yield to maturity at the date of grant of a UK Gilt Strip, with term to
maturity equal to the expected life of the option.
(b) All share options granted are equity settled. The number and weighted average exercise price of share options for each of the
following groups is as follows:
Year to 30th June 2025 | Year to 30th June 2024 | |||
Weighted average | Weighted average | |||
exercise price | exercise price | |||
Number | £ | Number | £ | |
Outstanding at the beginning of the period | 238,500 | 5.07 | 290,900 | 4.15 |
| Granted during the period | 20,000 | 3.99 | – | – |
| Forfeited during the period | 35,500 | 3.78 | 5,000 | 5.04 |
| Exercised during the period | 59,500 | 3.52 | 47,400 | 2.55 |
| Outstanding at the end of the period | 163,500 | 4.88 | 238,500 | 5.07 |
| Exercisable at the end of the period | 143,500 | 5.01 | 220,000 | 4.43 |
| The weighted average share price at the date of exercise | ||||
for share options exercised during the period was | 3.74 | 3.11 |
The total share-based payment for the period is a credit of $17k (2024: charge of $35k). For outstanding share options the exercise
price ranged between £3.99 and £5.04 (2024: between £3.52 and £5.04), and their weighted average contractual life was 6.3 years
(2024: 4.7 years).
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
120 City of London Investment Group PLC Annual Report 2024/2025
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24. SHARE-BASED PAYMENTS CONTINUED
(c) The Group introduced an Employee Incentive Plan (EIP) in 2016/17 which is open to employees of all Group companies and
Executive Directors, details of the EIP can be found in the Directors’ Remuneration Report.
Awards are made to participating employees over shares under the EIP where they have duly waived an element of their annual
profit-share before the required waiver date.
Awards under the EIP are made up of two elements: Deferred Shares and Bonus Shares. The Deferred Shares represent the waived
profit-share and the Bonus Shares represent the additional award made by the Company as a reward for participating in the EIP.
The Deferred Shares are treated as cash settled and the full cost is recognised in the income statement in the year of service. The
Bonus Shares are treated as equity settled and as such their estimated fair value is spread over the period from the time the employee
elects to participate, to when the award vests (i.e. no longer forfeitable). This will be re-calculated when the awards are granted and
any amount under or over the estimated value will be recognised through the income statement at that point in time. The estimated
fair value of the Bonus Share awards is based on the cash equivalent at the time of award.
Estimated | Actual | ||||||||||||
Vesting | charge | charge | 2020/21 | 2021/22 | 2022/23 | 2023/24 | 2024/25 | 2025/26 | 2026/27 | 2027/28 | 2028/29 | Total | |
date | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | £’000s | |
| Awards granted October 2021 | |||||||||||||
Bonus Shares tranche 1 | Oct-22 | 289 | 281 | 88 | 154 | 39 | – | – | – | – | – | – | 2 8 1 |
Bonus Shares tranche 2 | Oct-23 | 289 | 281 | 88 | 81 | 85 | 27 | – | – | – | – | – | 2 8 1 |
Bonus Shares tranche 3 | Oct-24 | 289 | 281 | 88 | 41 | 65 | 66 | 21 | – | – | – | – | 2 8 1 |
Bonus Shares tranche 4 | Oct-25 | 33 | 32 | 8 | 4 | 6 | 6 | 6 | 2 | – | – | – | 3 2 |
Bonus Shares tranche 5 | Oct-26 | 33 | 32 | 9 | 2 | 8 | 4 | 4 | 4 | 1 | – | – | 3 2 |
933 | 907 | 281 | 282 | 203 | 103 | 31 | 6 | 1 | – | – | 907 | ||
| Awards granted October 2022 | |||||||||||||
Bonus Shares tranche 1 | Oct-23 | 360 | 360 | – | 112 | 197 | 51 | – | – | – | – | – | 3 6 0 |
Bonus Shares tranche 2 | Oct-24 | 360 | 361 | – | 113 | 105 | 108 | 35 | – | – | – | – | 3 6 1 |
Bonus Shares tranche 3 | Oct-25 | 360 | 361 | – | 111 | 55 | 85 | 83 | 27 | – | – | – | 3 6 1 |
Bonus Shares tranche 4 | Oct-26 | 52 | 52 | – | 13 | 6 | 10 | 10 | 10 | 3 | – | – | 52 |
Bonus Shares tranche 5 | Oct-27 | 52 | 52 | – | 14 | 3 | 8 | 8 | 8 | 8 | 3 | – | 5 2 |
1,184 | 1,186 | – | 363 | 366 | 262 | 136 | 45 | 11 | 3 | – | 1,186 | ||
| Awards granted October 2023 | |||||||||||||
Bonus Shares tranche 1 | Oct-24 | 338 | 313 | – | – | 108 | 162 | 43 | – | – | – | – | 3 1 3 |
Bonus Shares tranche 2 | Oct-25 | 338 | 313 | – | – | 108 | 80 | 93 | 32 | – | – | – | 3 1 3 |
Bonus Shares tranche 3 | Oct-26 | 338 | 313 | – | – | 108 | 37 | 73 | 72 | 23 | – | – | 313 |
Bonus Shares tranche 4 | Oct-27 | 5 | 4 | – | – | 1 | 1 | 1 | – | 1 | – | – | 4 |
Bonus Shares tranche 5 | Oct-28 | 4 | 4 | – | – | 1 | – | 1 | – | – | 1 | 1 | 4 |
1,023 | 947 | – | – | 326 | 280 | 211 | 104 | 24 | 1 | 1 | 947 | ||
| Awards granted October 2024 | |||||||||||||
Bonus Shares tranche 1 | Oct-25 | 188 | 187 | – | – | – | 60 | 101 | 26 | – | – | – | 1 8 7 |
Bonus Shares tranche 2 | Oct-26 | 188 | 187 | – | – | – | 60 | 52 | 56 | 19 | – | – | 187 |
Bonus Shares tranche 3 | Oct-27 | 188 | 188 | – | – | – | 60 | 27 | 44 | 43 | 14 | – | 188 |
564 | 562 | – | – | – | 180 | 180 | 126 | 62 | 14 | – | 562 | ||
Awards expected to be granted October 2025 | |||||||||||||
Bonus Shares tranche 1 | Oct-26 | 193 | – | – | – | – | – | 83 | 83 | 27 | – | – | 193 |
Bonus Shares tranche 2 | Oct-27 | 193 | – | – | – | – | – | 58 | 58 | 58 | 19 | – | 193 |
Bonus Shares tranche 3 | Oct-28 | 192 | – | – | – | – | – | 44 | 44 | 45 | 44 | 15 | 192 |
578 | – | – | – | – | – | 185 | 185 | 130 | 63 | 15 | 578 | ||
| Total share-based | |||||||||||||
payment charge | 281 | 645 | 895 | 825 | 743 | 466 | 228 | 81 | 16 | 4,180 |
Note: The amount of the EIP charge is stated in sterling, as at the point of vesting the sterling amount charged will be used to offset the share awards.
26. FINANCIAL INSTRUMENTS
The Group’s financial assets include cash and cash equivalents, investments and other receivables. Its financial liabilities include
accruals, lease liabilities and other payables. The fair value of the Group’s financial assets and liabilities is materially the same as the
book value.
| Assets at fair | |||
Financial assets | value through | ||
30th June 2025 | at amortised cost | profit or loss | Total |
Assets as per statement of financial position | $’000 | $’000 | $’000 |
Other non-current financial assets | – | 6,506 | 6,506 |
| Trade and other receivables | 7,139 | – | 7,139 |
Cash and cash equivalents | 35,492 | _ | 35,492 |
Total | 42,631 | 6,506 | 49,137 |
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
122 City of London Investment Group PLC Annual Report 2024/2025
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26. FINANCIAL INSTRUMENTS CONTINUED
| Liabilities at | |||
Financial | fair value | ||
liabilities at | through | ||
amortised cost | profit or loss | Total | |
Liabilities as per statement of financial position | $’000 | $’000 | $’000 |
Trade and other payables | 10,107 | – | 10,107 |
| Current lease liabilities | 585 | – | 585 |
Non-current lease liabilities | 4,705 | – | 4,705 |
Total | 15,397 | – | 15,397 |
| Assets at fair | |||
Financial assets at | value through | ||
30th June 2024 | amortised cost | profit or loss | Total |
Assets as per statement of financial position | $’000 | $’000 | $’000 |
Other non-current financial assets | – | 5,750 | 5,750 |
Trade and other receivables | 6,687 | – | 6,687 |
Cash and cash equivalents | 33,738 | _ | 33,738 |
Total | 40,425 | 5,750 | 46,175 |
| Liabilities at | |||
Financial | fair value | ||
liabilities at | through | ||
amortised cost | profit or loss | Total | |
Liabilities as per statement of financial position | $’000 | $’000 | $’000 |
Trade and other payables | 10,236 | – | 10,236 |
Current lease liabilities | 526 | – | 526 |
Non-current lease liabilities | 5,207 | – | 5,207 |
Total | 15,969 | – | 15,969 |
| Company Assets at fair | ||||
Investment in | Financial assets at | value through | ||
30th June 2025 | subsidiaries | amortised cost | profit or loss | Total |
Assets as per statement of financial position | $’000 | $’000 | $’000 | $’000 |
Other non-current financial assets | 131,643 | 2,500 | 60 | 134,203 |
| Trade and other receivables | – | 6,171 | – | 6,171 |
Cash and cash equivalents | – | 16,550 | – | 16,550 |
Total | 131,643 | 25,221 | 60 | 156,924 |
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
26. FINANCIAL INSTRUMENTS CONTINUED
| Liabilities at | |||
Financial | fair value | ||
liabilities at | through | ||
amortised cost | profit or loss | Total | |
Liabilities as per statement of financial position | $’000 | $’000 | $’000 |
Trade and other payables | 4,281 | – | 4,281 |
| Current lease liabilities | 318 | – | 318 |
Non-current lease liabilities | 725 | – | 725 |
Total | 5,324 | – | 5,324 |
Financial | Assets at fair | |||
Investment | assets at | value through | ||
30th June 2024 | in subsidiaries | amortised cost | profit or loss | Total |
Assets as per statement of financial position | $’000 | $’000 | $’000 | $’000 |
Other non-current financial assets | 131,733 | 2,500 | 50 | 134,283 |
Trade and other receivables | – | 3,250 | – | 3,250 |
Cash and cash equivalents | – | 20,381 | – | 20,381 |
Total | 131,733 | 26,131 | 50 | 157,914 |
| Liabilities at | |||
Financial | fair value | ||
liabilities at | through | ||
amortised cost | profit or loss | Total | |
Liabilities as per statement of financial position | $’000 | $’000 | $’000 |
Trade and other payables | 5,339 | – | 5,339 |
Current lease liabilities | 284 | – | 284 |
Non-current lease liabilities | 964 | – | 964 |
Total | 6,587 | – | 6,587 |
124 City of London Investment Group PLC Annual Report 2024/2025
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26. FINANCIAL INSTRUMENTS CONTINUED
Level 1 | Level 2 | Level 3 | Total | |
30th June 2025 | $’000 | $’000 | $’000 | $’000 |
| Financial assets at fair value through profit or loss | ||||
Investment in other non-current financial assets | 6,318 | 188 | – | 6,506 |
Total | 6,318 | 188 | – | 6,506 |
Level 1 | Level 2 | Level 3 | Total | |
30th June 2024 | $’000 | $’000 | $’000 | $’000 |
| Financial assets at fair value through profit or loss | ||||
Investment in other non-current financial assets | 5,700 | 50 | – | 5,750 |
Total | 5,700 | 50 | – | 5,750 |
Level 1 | Level 2 | Level 3 | Total | |
30th June 2025 | $’000 | $’000 | $’000 | $’000 |
Investment in other non-current financial assets | – | 60 | – | 60 |
Total | – | 6 0 | – | 6 0 |
Level 1 | Level 2 | Level 3 | Total | |
30th June 2024 | $’000 | $’000 | $’000 | $’000 |
Investment in other non-current financial assets | – | 50 | – | 50 |
Total | – | 50 | – | 50 |
26. FINANCIAL INSTRUMENTS CONTINUED
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
126 City of London Investment Group PLC Annual Report 2024/2025
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26. FINANCIAL INSTRUMENTS CONTINUED
Contents
Notice of Annual General Meeting
– Notice of Annual General Meeting 129
– Explanatory notes to the Notice of AGM 132
– Further notes 136
Appendix: Summary of principal terms of the
City of London Investment Group PLC Long Term
Incentive Plan (the “LTIP”) 139
Company information 142
SHAREHOLDER INFORMATION
128 City of London Investment Group PLC Annual Report 2024/2025
City of London Investment Group PLC Annual Report 2024/2025 129
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (AGM) of the Company will be held on 27th October
2025 at 77 Gracechurch Street, London EC3V 0AS at 11:30am to consider and, if thought appropriate, pass the following
resolutions, all of which will be proposed as ordinary resolutions.
Voting
In order to save paper we no longer post hard copy Proxy Forms, and encourage shareholders to vote electronically via the Investor
Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/. CREST members may also use the CREST electronic
proxy appointment service to submit their proxy appointment in respect of the AGM and if you are an institutional investor, you
may also be able to appoint a proxy electronically via the Proxymity platform. Full details regarding voting can be found in the
Notes to the Notice of the AGM on pages 132
to 135.
Please note that all Proxy Forms and appointments must be received by 11:30am on 23rd October 2025.
Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolutions will be posted
on the Company’s website as soon as practicable after the AGM.
Ordinary Resolutions
Reports and Accounts
1. To receive the reports of the Directors’ and auditors and the audited accounts of the Company for the year ended 30th June
2025 (2025 Annual Report).
Directors’ remuneration report
2. To approve the Directors’ Remuneration Report for the year ended 30th June 2025, set out on pages 64
to 73 of the Annual
Report and Accounts for the year ended 30th June 2025.
Directors’ remuneration Policy
3. To approve the Directors’ remuneration policy, as set out on pages 74
to 80 of the Directors’ remuneration report for
the year ended 30th June 2025, which takes effect immediately after the end of the AGM.
Dividend
4. To declare a final dividend of 22p per Ordinary Share of 1p each in the Company (Ordinary Share) for the year ended
30th June 2025, payable on 6th November 2025 to members on the register as at 26th September 2025.
Directors
5. To re-elect Rian Dartnell as a Director.
6. To re-elect Peter Roth as a Director.
7. To re-elect Sarah Ing as a Director.
8. To elect Ben Stocks as a Director.
Auditors
9. To re-appoint Grant Thornton UK LLP as auditors of the Company, to hold office from the conclusion of this AGM until
the conclusion of the next AGM at which accounts are laid before the Company.
10. To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors.
Strategic reportOverview Financial statementsGovernance Shareholder information
Other information
NOTICE OF ANNUAL GENERAL MEETING
CONTINUED
Directors’ authority to allot shares
11. To generally and unconditionally authorise the Directors, pursuant to and in accordance with Section 551 of the Companies Act
2006 (the 2006 Act), to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any
security into shares in the Company:
(a) up to an aggregate nominal amount of £101,358 (10,135,819 ordinary shares at nominal price of £0.01 per share, 20% of the
Company’s ordinary share capital in issue); and
(b) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of
£101,358 (10,135,819 ordinary shares at nominal price of £0.01 per share, 20% of the Company’s ordinary share capital in
issue) in connection with an offer by way of a rights issue;
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the
end of the next Annual General Meeting or on 31st October 2026, whichever is the earlier, but in each case so that the Company
may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or
rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this resolution, ‘rights issue’ means an offer to:
(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary,
as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter
(or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both
cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares,
fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
New Long Term Incentive Plan (LTIP)
12. That the rules of the City of London Investment Group PLC Long Term Incentive Plan (LTIP), the principal terms of which are
summarised in Appendix to this Notice of Annual General Meeting, produced in draft to this meeting and, for the purposes of
identification, initialled by the Chair of the meeting, be and are hereby approved and the Directors be authorised to:
(a) make such modifications to the LTIP as they may consider appropriate to take account of the requirements of best practice
and for the implementation of the LTIP and to adopt the LTIP as so modified and to do all such other acts and things as they
may consider appropriate to implement the LTIP; and
(b) establish further plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in
overseas territories, provided that any shares made available under such further plans are treated as counting against the limits
on individual or overall participation in the LTIP.
Employee benefit trust
13. That the trustees of City of London Employee Benefit Trust (the EBT) be and are hereby authorised to hold ordinary shares
in the capital of the Company from time to time, for and on behalf of the Employee Share Ownership Plan and Employee
Incentive Plan, up to a maximum in aggregate equal to 10% of the issued Ordinary Share capital of the Company.
Special Resolutions
Disapplication of pre-emption rights
14. That, if resolution 11 is passed, the Directors be authorised to allot equity securities (as defined in the 2006 Act) for cash under
the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section
561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:
(a) to allotments for rights issues and other pre-emptive issues; and
(b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal
amount of £50,679 (5,067,909 ordinary shares at nominal price of £0.01 per share, 10% of the Company’s ordinary share
capital in issue):
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 31st October 2026
but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity
securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
130 City of London Investment Group PLC Annual Report 2024/2025
Other information
City of London Investment Group PLC Annual Report 2024/2025 131
15. That, if resolution 11 is passed, the Directors be authorised, in addition to any authority granted under resolution 14, to allot
equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares
held by the Company as treasury shares for cash, as if section 561 of the 2006 Act did not apply to any such allotment or sale,
such authority to be:
(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £50,679 (5,067,909 ordinary
shares at nominal price of £0.01 per share, 10% of the Company’s ordinary share capital in issue); and
(b) used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original
transaction) a transaction which the Directors of the Company determine to be an acquisition or a specified capital investment
of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the
Pre-emption Group prior to the date of this Notice of AGM,
such authority to expire at the end of the next AGM of the Company or, if earlier, at the close of business on 31st October 2026
but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity
securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
Authority to purchase own shares
16. To unconditionally and generally authorise the Company for the purpose of Section 701 of the 2006 Act to make market
purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares, provided that:
(a) the maximum number of ordinary shares that may be purchased is 1,520,372 (3% of the Company’s ordinary share capital
in issue);
(b) the minimum price that may be paid for each ordinary share is £0.01;
(c) the maximum price that may be paid for an ordinary share is an amount equal to the higher of (i) 105% of the average of the
closing price of the Company’s ordinary shares, as derived from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which such ordinary share is contracted to be purchased, and (ii) an amount
equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for
an ordinary share as derived from the London Stock Exchange Trading System; and
(d) this authority shall expire at the conclusion of the Company’s next AGM or, if earlier, 31st October 2026 (except in relation to
the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be
executed wholly or partly after such expiry), unless such authority is renewed prior to such time.
By order of the Board
Prism Cosec Limited
Company Secretary
15th September 2025
Registered in England and Wales No. 2685257
Registered Office: 77 Gracechurch Street, London EC3V 0AS
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EXPLANATORY NOTES TO THE NOTICE OF AGM
132 City of London Investment Group PLC Annual Report 2024/2025
Other information
The notes on the following pages give an explanation
of the proposed resolutions
Resolutions 1 to 13 are proposed as ordinary resolutions.
For each of these resolutions to be passed, more than half of
the votes cast must be in favour of the resolution.
Resolutions 14 to 16 are proposed as special resolutions. For
each of these resolutions to be passed, at least three-quarters of
the votes cast must be in favour of the resolution.
Resolution 1: Report and Accounts
The first item of business is the receipt by the shareholders of
the Directors’ report and the accounts of the Company for the
year ended 30th June 2025. The Directors’ Report, the
accounts, and the Report of the Company’s auditors on the
accounts and on those parts of the Directors’ remuneration
report that are capable of being audited, are contained within
the 2025 Annual Report.
Resolution 2: Directors’ remuneration report
Resolution 2 seeks shareholder approval of the Directors’
remuneration report for the year ended 30th June 2025, which
is set out on pages 64
to 73 of the 2025 Annual Report. The
Company’s auditors, Grant Thornton UK LLP, have audited
those parts of the Directors’ remuneration report that are
required to be audited and their report may be found on pages
86
to 95 of the 2025 Annual Report. The vote on this
resolution is advisory in nature and Directors’ remuneration is
not conditional on the passing of this resolution.
Resolutions 3: Directors’ remuneration policy
Resolution 3 seeks shareholder approval for the proposed new
Directors’ remuneration policy, as required by the Companies
Act 2026 (2026 Act). The Directors’ remuneration policy can
be found on pages 74 to 80 of the 2025 Annual Report.
Following a consultation exercise with major shareholders, the
Remuneration Committee is seeking to change the current
Directors’ remuneration policy as detailed on pages 74 to 80.
This is a binding vote and, if approved will apply for a period of
up to three years and a Directors’ remuneration policy will be
put to shareholders for approval again no later than the 2028
AGM. The Directors’ remuneration policy was last approved by
shareholders at the 2022 AGM. Further details of our approach
to the review of the Directors' remuneration policy are set out
on pages 74 to 80 of the 2025 Annual Report.
Resolution 4: Dividend
Resolution 4 seeks approval for a final dividend of 22p per
ordinary share for the year ended 30th June 2025 (Final
Dividend). If approved by shareholders, the Final Dividend
will be paid on 6th November 2025 to all shareholders on the
register at the close of business on 26th September 2025.
Resolutions 5 to 8: Election and Re-election of Directors
The Company’s Articles of Association (Articles) require all
Directors to stand for election and re-election at each AGM.
Therefore, and in line with provision 18 of the 2018 UK
Corporate Governance Code, all Directors are submitting
themselves for election or re-election by shareholders.
The Board carries out a review of the independence of its
Directors on an annual basis. In considering the independence
of the Independent Non-Executive Directors proposed for
re-appointment, the Board has taken into consideration the
guidance provided by the 2018 UK Corporate Governance
Code. Accordingly, the Board considers Rian Dartnell, Peter
Roth, Sarah Ing and Ben Stocks to be independent (the
Independent Directors).
On 1st October 2020, the Company completed its merger
with Karpus Management Inc. (KIM). Pursuant to the
merger, the KIM stockholders received shares in the
Company capable of being voted at meetings of the
shareholders of the Company.
Due to familial relationships, certain of the KIM stockholders
are regarded as controlling shareholders and form part of a
Controlling Shareholder Group holding, in aggregate,
19,145,215 shares, being 37.8% of the Company’s issued share
capital, and consisting of: George W. Karpus, Karin Popham
Anello, Katie Popham McCormick, William Popham, Alana
Heahl, Nicholas Kuszlyk, Douglas Kuszlyk, Barbara Kuszlyk,
Donald Heahl, Deborah Haehl, Alexandria Haehl, Dianna
Kuszlyk and Rodd Riesenberger (the ‘Controlling
Shareholder Group’).
Under the UK Listing Rules, because the Controlling
Shareholder Group together control in concert more than 30%
of the voting rights of the Company (even though they have
agreed to limit their voting rights as noted in note 22
of Further
Notes to this Notice of AGM), the appointment or re-election
of any Independent Director by shareholders must be approved
by a majority vote of both:
(i) the shareholders of the Company; and
(ii) the independent shareholders of the Company (that is the
shareholders of the Company entitled to vote on the
election of Directors who are not part of the Controlling
Shareholder Group).
City of London Investment Group PLC Annual Report 2024/2025 133
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Resolutions 5 to 8 are therefore being proposed as ordinary
resolutions which all shareholders may vote on, but in
addition the Company will separately count the number of
votes cast by independent shareholders in favour of the
resolutions (as a proportion of the total votes of independent
shareholders cast on the resolution) to determine whether the
second threshold referred to in (ii) above has been met. The
Company will announce the results of the resolutions on this
basis as well as announcing the results of the ordinary
resolutions of all shareholders.
Under the UK Listing Rules, if a resolution to re-appoint an
Independent Director is not approved by a majority vote of both
the shareholders as a whole and the independent shareholders of
the Company at the AGM, a further resolution may be put
forward to be approved by the shareholders as a whole at a
meeting which must be held more than 90 days after the date of
the first vote but within 120 days of the first vote. Accordingly,
if any of resolutions 5 to 8 are not approved by a majority vote
of the Company’s independent shareholders at the AGM, the
relevant Director(s) will be treated as having been re-appointed
only for the period from the date of the AGM until the earlier
of: (i) the close of any general meeting of the Company,
convened for a date more than 90 days after the AGM but
within 120 days of the AGM, to propose a further resolution to
re-appoint him or her; (ii) the date that is 120 days after the
AGM; and (iii) the date of any announcement by the Board
that it does not intend to hold a second vote.
In the event that the Director’s re-appointment is approved by
a majority vote of all shareholders at a second meeting, the
Director will then be re-appointed until the next AGM.
The Company has received confirmation from each of the
Independent Directors that, except as disclosed below, there is
no existing or previous relationship, transaction or arrangement
that the Independent Directors have or have had with the
Company, its Directors, any controlling shareholder or any
associate of a controlling shareholder. Biographical details of
each Director seeking election or re-election, appear on page 46
of this document. The biographical details also set out each
Independent Director’s experience. The Board considers,
following a formal Board performance evaluation, that each
Director seeking re-appointment continues to contribute
effectively and to demonstrate commitment to his or her role.
This consideration of effectiveness is based on, amongst other
things, the business skills, industry experience, business model
experiences and other contributions individuals may make
(including diversity considerations), both as an individual and
also in contributing to the balance of skills, knowledge and
capability of the Board as a whole, as well as the commitment
of time for Board and Committee meetings and other duties.
As previously stated, each Independent Director’s independence
was determined by reference to the relevant provisions of the
2018 UK Corporate Governance Code. The Board also
considers that each of the Independent Directors is independent
in character and judgement and that there are no relationships
or circumstances which are likely to affect, or could appear to
affect, their judgement. For the selection of Independent
Directors, recruitment consultants are engaged to assist in
conducting a thorough search to identify suitable candidates.
The selection process involves, amongst other things, giving the
recruitment consultants a detailed brief of the desired candidate
profile against objective criteria and a rigorous process of
interviews and assessments is then carried out. The Nomination
Committee is responsible in each case for identifying and
nominating, for the approval of the Board, candidates to fill
Board vacancies.
Resolution 9: Re-appointment of auditors
The auditors of a company must be appointed or re-appointed
at each general meeting at which the accounts are laid. On the
recommendation of the Audit & Risk Committee, the Board is
proposing the re-appointment of Grant Thornton UK LLP as
the Company’s auditors, until the conclusion of the next general
meeting of the Company at which accounts are laid.
Resolution 10: Remuneration of auditors
This resolution seeks shareholder consent for the Company’s
Audit & Risk Committee to set the remuneration of the
auditors.
Resolution 11: Directors’ authority to allot
The purpose of this resolution is to renew the Directors’ power
to allot shares. The authority in paragraph (a) will allow the
Directors to allot new shares and grant rights to subscribe for, or
convert other securities into, shares up to approximately 20% of
the Company’s total issued ordinary share capital (exclusive of
treasury shares) which, as at 14th September 2025, being the
Latest Practicable Date prior to publication of this Notice of
AGM (Latest Practicable Date), is equivalent to a nominal
value of £101,358 (10,135,819 ordinary shares at nominal
price of £0.01 per share).
The authority in paragraph (b) of the resolution will allow the
Directors to allot new shares and grant rights to subscribe for,
or convert other securities into, shares only in connection with
a rights issue up to a further nominal value of £101,358
(10,135,819 ordinary shares at nominal price of £0.01 per
share), which is equivalent to approximately 20% of the total
issued ordinary share capital of the Company (exclusive of
treasury shares) as at the Latest Practicable Date. The Company
currently holds no shares in treasury.
134 City of London Investment Group PLC Annual Report 2024/2025
EXPLANATORY NOTES TO THE NOTICE OF AGM
CONTINUED
Other information
There are no present plans to undertake a rights issue, or to
allot new shares. The Directors consider it desirable to have
the maximum flexibility permitted by corporate governance
guidelines to respond to market developments and to enable
allotments to take place to finance business opportunities as
they arise.
If the resolution is passed, the authority will expire on the
earlier of 31st October 2026 or the end of the AGM in 2026.
Resolution 12: New Long Term Incentive Plan (LTIP)
The Company’s existing long-term incentive arrangement for its
employees, including the Executive Directors is the Employee
Incentive Plan (EIP).
To cater for the performance share award and deferred bonus
award aspects envisaged for the Company’s Executive Directors
under the proposed Policy (for which shareholder approval is
being sought under Resolution 3, the Remuneration Committee
has concluded that shareholder authority should be sought
under Resolution 12 for a new long-term incentive arrangement,
the City of London Investment Group PLC Long Term
Incentive Plan (the LTIP).
The rules of the LTIP also provide scope for restricted share awards.
No new awards will be made under the EIP to Executive
Directors further to the adoption of the LTIP.
The terms of awards granted under the LTIP to the Company’s
Executive Directors shall necessarily align with applicable
shareholder approved Directors’ Remuneration Policy.
A summary of the principal terms of the LTIP is set out in the
Appendix to the Notice.
Resolution 13: Employee Benefit Trust (EBT)
In accordance with the Investment Association’s Principles of
Remuneration, the prior approval of shareholders should be
obtained before 5% or more of the Company’s issued share
capital is held on behalf of the EBT.
Your Board of Directors therefore seeks the approval of
shareholders by ordinary resolution to permit the trustees of the
EBT to hold a maximum of 10% of the Company’s issued
ordinary share capital from time to time. Your Directors believe
that granting such approval would be in the best interests of
shareholders because it will offer the opportunity to align more
closely the interests of employees and shareholders, will extend
the Company’s opportunities with respect to attracting new
talent and will promote confidence in the stability of the
Company’s investment process from a client perspective.
Resolutions 14 and 15: Disapplication of pre-emption rights
If the Directors wish to allot new shares and other equity
securities, or sell treasury shares, for cash (other than in
connection with an employee share scheme), company law
requires that these shares are offered first to shareholders in
proportion to their existing holdings.
Resolution 14 deals with the authority of the Directors to allot
new shares or other equity securities pursuant to the authority
given by resolution 11, or sell treasury shares, for cash without
the shares or other equity securities first being offered to
shareholders in proportion to their existing holdings. Such
authority shall only be used in connection with a pre-emptive
offer or, otherwise, up to an aggregate nominal amount of
£50,679 (5,067,909 ordinary shares at nominal price of £0.01
per share), being approximately 10% of the total issued ordinary
share capital of the Company as at the Latest Practicable Date.
The Company does not hold any treasury shares as at the
Latest Practicable Date.
The Pre-emption Group Statement of Principles supports the
annual disapplication of pre-emption rights in respect of
allotments of shares and other equity securities (and sales of
treasury shares for cash) representing no more than an additional
10% of issued ordinary share capital (exclusive of treasury
shares), to be used only in connection with an acquisition or
specified capital investment. The Pre-emption Group Statement
of Principles defines ‘specified capital investment’ as meaning
one or more specific capital investment related uses for the
proceeds of an issuance of equity securities, in respect of which
sufficient information regarding the effect of the transaction on
the company, the assets the subject of the transaction and
(where appropriate) the profits attributable to them is made
available to shareholders to enable them to reach an assessment
of the potential return.
Accordingly, and in line with the template resolutions published
by the Pre-emption Group, resolution 15 seeks to authorise the
Directors to allot new shares and other equity securities
pursuant to the authority given by resolution 11, or sell treasury
shares, for cash up to a further nominal amount of £50,679
(5,067,909 ordinary shares at nominal price of £0.01 per share),
being approximately 10% of the total issued Ordinary Share
capital of the Company as at the Latest Practicable Date, only in
connection with an acquisition or specified capital investment
which is announced contemporaneously with the allotment,
or which has taken place in the preceding twelve-month period
and is disclosed in the announcement of the issue.
If the authority given in resolution 15 is used, the Company
will publish details of the placing in its next annual report.
If these resolutions are passed, the authorities will expire on
31st October 2026 or at the end of the next AGM, whichever
is the earlier.
City of London Investment Group PLC Annual Report 2024/2025 135
The Board considers the authorities in resolutions 14 and 15
to be appropriate in order to allow the Company flexibility to
finance business opportunities or to conduct a rights issue or
other pre-emptive offer without the need to comply with the
strict requirements of the statutory pre-emption provisions.
Resolution 16: Purchase of own shares
The effect of resolution 16 is to grant authority to the Company
to purchase its own ordinary shares, up to a maximum of
1,520,372 ordinary shares, until the AGM in 2026 or 31st
October 2026, whichever is the earlier. This represents 3% of
the Company’s ordinary share capital in issue (excluding shares
held in treasury) as at the Latest Practicable Date. The
Company’s exercise of this authority is subject to the stated
upper and lower limits on the price payable.
Pursuant to the 2006 Act, the Company can hold any shares
which are repurchased as treasury shares and either re-sell them
for cash, cancel them, either immediately or at a point in the
future, or use them for the purposes of its employee share
schemes. Holding the repurchased shares as treasury shares will
give the Company the ability to re-sell or transfer them in the
future and will provide the Company with additional flexibility
in the management of its capital base. No dividends will be paid
on, and no voting rights will be exercised in respect of, treasury
shares. Shares held as treasury shares will not automatically be
cancelled and will not be taken into account in future
calculations of earnings per share (unless they are subsequently
re-sold or transferred out of treasury).
The Directors consider it desirable and in the Company’s
interests for shareholders to grant this authority. The Directors
have no present intention to exercise this authority and will only
do so if and when conditions are favourable with a view to
enhancing net asset value per share.
The Company will not, save in accordance with a
predetermined, irrevocable and non-discretionary programme,
repurchase shares in the period immediately preceding the
preliminary announcement of its annual or interim results as
dictated by the UK Listing Rules or Market Abuse Regulation
(as applicable in the UK) (UK MAR) or, if shorter, between the
end of the financial period concerned and the time of a relevant
announcement or, except in accordance with the Listing Rules
and UK MAR, at any other time when the Directors would be
prohibited from dealing in shares.
Strategic reportOverview Financial statementsGovernance Shareholder information
FURTHER NOTES
136 City of London Investment Group PLC Annual Report 2024/2025
Other information
Entitlement to attend and vote
1. Only those shareholders registered in the Company’s register
of members as at close of business on 23rd October 2025,
or, if this meeting is adjourned, at close of business on the
day which is two business days prior to the adjourned
meeting, shall be entitled to attend and vote at the 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.
Entry to the AGM, security arrangements and
conduct of proceedings
2. If any shareholders or their proxies intend to attend the
meeting in person, we request that they advise the Company
at least 48 hours in advance of the meeting by email to
investorrelations@citlon.co.uk.
Our website,
www.clig.co.uk, contains the latest information
for shareholders and will be updated before the AGM
should there be any changes to the arrangements set out
above. Where appropriate, we will notify shareholders of the
change via a Regulatory Information Service announcement
as early as is possible before the date of the meeting.
Website giving information regarding the meeting
3. A copy of this Notice of AGM and other information
regarding the meeting, including the information required by
section 311A of the 2006 Act, can be found at
www.clig.co.uk.
Shareholders may not use any electronic address provided
in either this Notice of AGM or any related documents
(including the Proxy Form) to communicate with the
Company for any purposes other than those expressly stated.
Appointment of proxies
4. Hard copy Proxy Forms are not being issued this year to
save paper, however shareholders can request a hard copy
directly from the registrar, MUFG Corporate Markets, on
+44 (0)371 664 0300. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside
the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 – 17:30,
Monday to Friday, excluding public holidays in England and
Wales. Alternatively, you can email MUFG Corporate
Markets at shareholderenquiries@cm.mpms.mufg.com.
5. Although shareholders are entitled to appoint another person
as their proxy to exercise all or any of their rights to attend and
to speak and vote at the AGM, shareholders are encouraged to
appoint the Chair of the meeting as their proxy. A proxy need
not be a shareholder of the Company. A shareholder may
appoint more than one proxy in relation to the AGM provided
that each proxy is appointed to exercise the rights attached to
a different share or shares held by that shareholder.
The appointment of a proxy does not preclude a shareholder
from attending and voting in person at the AGM. Unless
otherwise indicated on the Form of Proxy, CREST, Proximity
or any other electronic voting instruction, the proxy will vote
as they think fit or, at their discretion, withhold from voting.
6. In the case of joint holders, any one holder may vote.
If more than one holder is present at the meeting, only
the vote of the senior will be accepted, seniority being
determined in the order in which the names appear on the
register. A space has been included in the Proxy Form to
allow members to specify the number of shares in respect of
which that proxy is appointed. Shareholders who return the
Proxy Form duly executed but leave this space blank will be
deemed to have appointed the proxy in respect of all of their
shares. Where appointing multiple proxies, shareholders
should indicate on each Proxy Form the name of the proxy
they wish to appoint and the number of Ordinary Shares in
respect of which the proxy is appointed. All Proxy Forms
should be returned together.
7. To appoint a proxy, either: (a) deposit the Proxy Forms, and
any power of attorney or other authority under which it is
executed (or a duly certified copy of any such power or
authority), with the Company’s Registrar, MUFG Corporate
Markets, PXS 1, Central Square, 29 Wellington Street,
Leeds, LS1 4DL; or (b) lodge the proxy appointment using
the CREST Proxy Voting Service in accordance with note
12 below; or (c) electronically via the Investor Centre app or
web browser at
https://uk.investorcentre.mpms.mufg.com/,
in accordance with note 10 below; or (d) If you are an
institutional investor you may also be able to appoint a
proxy electronically via the Proxymity platform, in
accordance with note 16 below, in each case so as to be
received no later than 48 hours (excluding non-working
days) before the time of the holding of the AGM or any
adjournment thereof.
Please note that all Proxy Forms and appointments, whether
postal or electronic, must be received by 11:30am on
23th October 2025.
Corporate representatives
8. A corporation that is a shareholder can appoint one or more
corporate representatives who may exercise, on its behalf, all
its powers as a shareholder provided that no more than one
corporate representative exercises powers over the same
share. Corporate shareholders are encouraged to complete
and return a Proxy Form appointing the Chair of the
meeting to ensure their votes are included in the poll.
Nominated persons
9. The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another person and
who have been nominated to receive communications from
the Company in accordance with section 146 of the 2006
Act (Nominated Persons). Nominated Persons may have a
right under an agreement with the member who holds the
shares on their behalf to be appointed (or to have someone
else appointed) as a proxy. Alternatively, if Nominated
Persons do not have such a right, or do not wish to exercise
it, they may have a right under such an agreement to give
instructions to the person holding the shares as to the
exercise of voting rights.
City of London Investment Group PLC Annual Report 2024/2025 137
Strategic reportOverview Financial statementsGovernance Shareholder information
Online Voting via the Investor Centre
10. Shareholders can vote electronically via the Investor Centre,
a free app for smartphone and tablet provided by MUFG
Corporate Markets (the company's registrar). It allows you
to securely manage and monitor your shareholdings in real
time, take part in online voting, keep your details up to
date, access a range of information including payment
history and much more. The app is available to download
on both the Apple App Store and Google Play, or by
scanning the relevant QR code below. Alternatively, you
may access the Investor Centre via a web browser at:
https://uk.investorcentre.mpms.mufg.com/;
Directors’ interests
11. The interests of the Directors in the Ordinary Shares of the
Company are shown on page 72
of the Annual Report and
Accounts. There have been no
changes to the Directors’
Interests between 30th June 2025 and 14th
September 2025.
Total voting rights
12. The total number of issued ordinary shares in the Company
on the Latest Practicable Date, is 50,679,095. As described
in note 21, the Controlling Shareholder Group’s voting is
capped at the lower of (i) the number of shares held by
them; and (ii) 24.99% of the votes cast on any resolution
by all shareholders. Therefore, the total number of votes
exercisable as at the Latest Practicable Date is 42,039,568.
CREST proxy instructions
13. 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 adjournments thereof)
by following the procedures described in the CREST
Manual (available via
www.euroclear.com). CREST Personal
Members or other CREST sponsored members (and those
CREST members who have appointed a voting service
provider) should refer to their CREST sponsor or voting
service provider, who will be able to take the appropriate
action on their behalf.
14. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST
message (a CREST Proxy Instruction) must be properly
authenticated in accordance with Euroclear’s specifications
and must contain the information required for such
instructions, as described in the CREST Manual. The
message (regardless of whether it constitutes the appointment
of a proxy or 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
RA10) by the latest time(s) for receipt of proxy appointments
specified in note 7, above. For this purpose, the time of
receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST
Applications 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.
15. CREST members (and, where applicable, their CREST
sponsors or voting service providers) should note that
Euroclear 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, to
procure that their CREST sponsor or voting service provider
takes) 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 providers) are referred, in particular, to those sections
of the CREST Manual concerning practical limitations of
the CREST system and timings.
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.
Proxy appointment via Proxymity
16. If you are an institutional investor you may be able to
appoint a proxy electronically via the Proxymity platform.
For further information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged 48 hours
prior to the time appointed for the Meeting in order to be
considered valid. Before you can appoint a proxy via this
process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these
carefully as you will be bound by them and they will govern
the electronic appointment of your proxy. An electronic
proxy appointment via the Proxymity platform may be
revoked completely by sending an authenticated message via
the platform instructing the removal of your proxy vote.
Automatic poll voting
17. Each of the resolutions to be put to the meeting will be
voted on by poll and not by show of hands. A poll reflects
the number of voting rights exercisable by each member
and so the Board considers it a more democratic method of
voting. Members and proxies will be asked to complete a
poll card to indicate how they wish to cast their votes.
These cards will be collected at the end of the meeting.
The results of the poll will be published on the Company’s
website and notified to the London Stock Exchange once
the votes have been counted and verified.
138 City of London Investment Group PLC Annual Report 2024/2025
FURTHER NOTES
CONTINUED
Other information
Publication of audit concerns
18. Under section 527 of the 2006 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 auditors’ report and
the conduct of the audit) that are to be laid before the
AGM; or (b) any circumstance 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 the 2006 Act. The Company
may not require the shareholders requesting any such
website publication to pay its expenses in complying with
sections 527 or 528 of the 2006 Act. Where the Company
is required to place a statement on a website under section
527 of the 2006 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 AGM includes any statement that
the Company has been required under section 527 of the
2006 Act to publish on a website.
Right to request circulation or resolutions
19. Under section 338 and section 338A of the 2006 Act,
members meeting the threshold requirements in those
sections have the right to require the Company: (i) 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
(ii) 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, 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 the date which is six clear weeks
before the AGM, 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.
Questions
20. The Board is always interested in the views of shareholders
on the Company’s activities, and we remain committed to
engagement with our shareholders. Any shareholder
attending the meeting has the right to ask questions. The
Company must cause to be answered any such question
relating to the business being dealt with at the meeting but
no such answer need be given if (a) to do so would interfere
unduly with the preparation for the meeting or involve the
disclosure of confidential information, or (b) the answer has
already been given on a website in the form of an answer to
a question, or (c) it is undesirable in the interests of the
Company or the good order of the meeting that the
question be answered.
Documents available for inspection
21. Copies of Directors’ service contracts or letters of
appointment are available for inspection at the Company’s
registered office during usual business hours on any weekday
(Saturdays, Sundays and public holidays excluded) and at
the AGM until the end of the meeting.
The rules of the City of London Investment Group PLC
Long Term Incentive Plan will be available for inspection
from the date of this Notice on the national storage
mechanism and will also be available for inspection at the
place of the Annual General Meeting for at least 15 minutes
before and during the AGM.
Controlling Shareholder Group
22. Following completion of the merger with KIM, the
Company entered into a relationship agreement with the
Controlling Shareholder Group which regulates the ongoing
relationship between the Company and the Controlling
Shareholder Group. The members of the Controlling
Shareholder Group agreed to limit their voting rights at
any shareholder meeting, including the Annual General
Meeting, to the lower of: (i) the number of shares held by
them; and (ii) 24.99% of the votes cast on any resolution
by all shareholders.
City of London Investment Group PLC Annual Report 2024/2025 139
APPENDIX
SUMMARY OF PRINCIPAL TERMS OF THE CITY OF LONDON INVESTMENT
GROUP PLC LONG TERM INCENTIVE PLAN (THE “LTIP”)
Other information
Operation and eligibility
The Remuneration Committee will supervise the operation of
the LTIP. Any employee (including an Executive Director) of
the Company and its subsidiaries will be eligible to participate
in the LTIP at the discretion of and selection by the
Remuneration Committee. The current intention is that
LTIP participation (if any) will only be considered for the
Company’s Executive Directors.
The terms of awards granted under the LTIP to the Company’s
Executive Directors shall necessarily align with applicable
shareholder approved Directors’ Remuneration Policy.
Grant of awards
The Remuneration Committee may grant performance share
awards and/or restricted share awards and/or deferred bonus
awards to acquire ordinary shares in the Company (“Shares”)
as conditional share awards or as nil (or nominal) cost options.
The Remuneration Committee may also decide to grant cash-
based awards of an equivalent value to share-based awards or
to satisfy share-based awards in cash, although it does not
currently intend to do so.
Performance share awards are awards that have performance
conditions attached.
Restricted share awards are award that have underpin conditions
attached or no performance related conditions attached.
Deferred bonus awards relate to the deferral of a portion of
bonus in the form of an award.
The Remuneration Committee may normally grant awards
within the period of six weeks following: (i) the date of adoption
of the LTIP; (ii) the Company’s announcement of its results for
any period; or (iii) the lifting of restrictions on dealing in Shares
that prevented grant of awards under (i) or (ii). The Committee
may also grant awards when there are exceptional circumstances
which it considers justifies the granting of awards.
An award may not be granted more than 10 years after the date
on which the LTIP is adopted.
No payment is required for the grant of an award. Awards are
not transferable, except on death. Awards are not pensionable.
Individual limit
An employee may not receive performance share awards or
restricted share awards in relation to any financial year in
respect of Shares having an aggregate market value in excess of
150% of their annual base salary in that financial year (or in
excess of 200% of their annual base salary in that financial
year at the discretion of the Remuneration Committee in
exceptional circumstances).
The number of Shares over which a deferred bonus award is
granted shall be such number of Shares as have a market value
equivalent to the amount of the employee’s bonus for the
financial year which is to be delivered by the grant of the
deferred bonus award.
Market value for such purposes shall be based on the market
value of Shares on the dealing day immediately preceding the
grant of an award (or such other basis (for example using an
averaging period) as the Committee determines appropriate).
At the discretion of the Committee recruitment related ‘buyout’
awards may be disregarded for the purposes of the LTIP’s
individual limit to such extent (if any) as the Committee
considers appropriate.
Extent of vesting
The extent of vesting of performance share awards shall be
subject to performance conditions set by the Remuneration
Committee.
The extent of vesting of restricted share awards may be subject
to scaling back (or cancellation) on account of underpin
conditions set by the Remuneration Committee. Restricted
share awards may be granted not subject to any underpin
condition at the discretion of the Remuneration Committee.
The Remuneration Committee may vary the performance
conditions or underpin conditions applying to existing awards
if an event has occurred which causes the Remuneration
Committee to determine that it would be appropriate to amend
the performance conditions or underpin conditions, provided
the Remuneration Committee considers the varied conditions
are fair and reasonable and in the case of awards to Executive
Directors of the Company not materially less difficult to
satisfy than the original conditions would have been but for
the event in question.
Deferred bonus awards will not be subject to performance
conditions or underpins condition but can only be granted in
connection with the deferral of bonus.
Strategic reportOverview Financial statementsGovernance Shareholder information
140 City of London Investment Group PLC Annual Report 2024/2025
Vesting of awards
Awards shall ordinarily vest on such normal vesting date
specified for the award or, if later, when the Remuneration
Committee determines the extent to which any performance
conditions and/or underpin conditions have been satisfied.
The normal vesting date in respect of awards to Executive
Directors shall not ordinarily be earlier than the third
anniversary of the grant of the award.
Where awards are granted in the form of options, once
exercisable these will then remain exercisable up until the tenth
anniversary of grant (or such shorter period specified by the
Remuneration Committee at the time of grant) unless they
lapse earlier. Shorter exercise periods shall apply in the case of
“good leavers” and/or vesting of awards in connection with
corporate events.
Leaving employment
As a general rule, an award will lapse upon a participant’s
termination of employment within the Group.
However, if a participant ceases to be an employee of the Group
because of death, ill health, injury, disability, redundancy,
retirement with the agreement of the Remuneration Committee,
their employing company or the business for which they work
being sold out of the Group or in other circumstances at the
discretion of the Remuneration Committee, then their award
will normally vest on the normal timetable. The extent to which
an award will vest in these situations will depend upon two
factors: (i) the extent to which any performance conditions or
any underpin conditions (as relevant) have, in the opinion of
the Remuneration Committee, been satisfied over the original
performance measurement period, and (ii) ordinarily pro rating
of the award to reflect the period spent in service relative to the
normal vesting period. The Remuneration Committee can
decide to pro-rate an award to a lesser extent (including as to
nil) if it regards it as appropriate to do so in the circumstances.
Alternatively, in such “good leaver” circumstances specified
above (including in the case of a discretionary good leaver),
the Remuneration Committee can decide that the participant’s
award will vest when they leave, subject to: (i) any performance
conditions/additional conditions measured at that time; and
(ii) ordinarily pro-rating as described above (including the
Remuneration Committee’s discretion as described above in
respect of pro-ration).
Any post vesting holding periods applicable to awards will
normally continue to apply to a good leaver’s awards, although
the Remuneration Committee may choose to relax this
requirement at its discretion.
The right to exercise already vested but unexercised awards shall
be retained for a short period except in the case of misconduct.
Corporate events
In the event of a takeover or winding up of the Company (not
being an internal corporate reorganisation) all awards will vest
early subject to: (i) the extent that any performance conditions
or any underpin conditions (as relevant) have been satisfied at
that time; and (ii) pro-rating of the awards to reflect the
period elapsed into the award’s normal vesting period. The
Remuneration Committee can decide to pro-rate an award to
a lesser extent (including as to nil) if it regards it as appropriate
to do so in the circumstances.
In the event of an internal corporate reorganisation, awards will
be replaced by equivalent new awards over shares in a new
holding company unless the Committee determines otherwise.
In the event of a demerger, special dividend or event which,
in the opinion of the Remuneration Committee, would affect
the market price of the Shares to a material extent, the
Remuneration Committee may decide that awards shall vest
early or be adjusted on such basis as considered appropriate.
Holding periods
The terms of the awards may include that a participant will
ordinarily be required to retain their net of tax number of vested
Shares (if any) delivered under the LTIP (or the full number
of the vested Shares whilst held under an unexercised nil (or
nominal) cost option award, where relevant) until the second
anniversary of the vesting of the award.
Such post vesting holding periods apply in the case of normal
policy performance share awards to Executive Directors under
proposed Director’s Remuneration Policy.
Dividend equivalents
The Remuneration Committee may decide that participants
will receive a payment (in cash and/or Shares) on or shortly
following the vesting/exercise of their awards of an amount
equivalent to the dividends that would have been paid on the
award’s number of vested Shares between the time (or part of
the time) when the awards were granted and the time when
they vest (or where an award is structured as an option and
subject to a holding period, the date of expiry of the holding
period or if earlier the exercise of such award). This amount
may assume the reinvestment of dividends. Alternatively,
participants may have their awards increased as if dividends
were paid on the Shares subject to their award and then
assumed to be reinvested in further Shares.
APPENDIX
CONTINUED
Other information
City of London Investment Group PLC Annual Report 2024/2025 141
Strategic reportOverview Financial statementsGovernance Shareholder information
Override
Notwithstanding any other provision of the LTIP, and
irrespective of whether any performance condition or underpin
condition attached to an award has been satisfied, the
Committee retains discretion under the LTIP to adjust the
level of vesting that would otherwise result (for example, that
would otherwise result by reference to formulaic outcomes
alone). Such discretion would only be used in exceptional
circumstances and for example may include regard to
corporate and personal performance.
Malus and clawback
The Remuneration Committee may apply the LTIP’s malus
and clawback provisions in relation to an award if, at any point
prior to the third anniversary of the date of vesting of an
performance share award or restricted share award (or at any
point prior to the third anniversary of the grant of a deferred
bonus award), in the event of material misstatement or
misleading representation of performance, calculation errors,
a significant failure of risk management and control, serious
misconduct, corporate failure, reputational damage or
applicable regulatory requirements.
The malus and clawback may be satisfied by way of a reduction
in the amount of any future bonus, existing award or future
share awards and/or a requirement to make a cash payment.
Participants’ rights
Awards will not confer any shareholder rights until the awards
have vested or the options have been exercised, as relevant,
and the participants have received their Shares.
Rights attaching to Shares
Any Shares allotted will rank equally with Shares then in issue
(except for rights arising by reference to a record date prior to
their allotment).
Variation of capital
In the event of any variation of the Company’s share capital
or in the event of a demerger, payment of a special dividend
or similar event which materially affects the market price of
the Shares, the Remuneration Committee may make such
adjustment as it considers appropriate to the number of
Shares subject to an award and/or the exercise price payable
(if any).
Overall dilution limit
The LTIP may operate over new issue shares, treasury shares or
shares purchased in the market.
The LTIP has a dilution limit that looks at the number of new
issue shares issued (and that may still be potentially issued) in
respect of awards granted under the LTIP in a ten year period
looking back from the date of the calculation of the dilution
percentage. The dilution percentage may not exceed than 10%
of the issued ordinary share capital of the Company.
Treasury shares will count as new issue shares for the purposes of
such limit unless institutional investor guidelines cease to require
them to count.
Amendments
The Remuneration Committee may, at any time, amend the
LTIP in any respect, provided that the prior approval of
Shareholders is obtained for any amendments that are to the
advantage of participants in respect of the rules governing
eligibility, limits on participation, the overall limits on the issue
of shares or the transfer of treasury shares (save for amendments
pursuant to the aforementioned retained discretion for changes
to reflect changes in investor guidelines), the basis for
determining a participant’s entitlement to, and the terms of,
the shares or cash to be acquired and the adjustment of awards.
The requirement to obtain the prior approval of Shareholders
will not, however, apply to any minor alteration made to benefit
the administration of the LTIP, to take account of a change in
legislation or to obtain or maintain favourable tax, exchange
control or regulatory treatment for participants or for any
company in the Group. Shareholder approval will also not be
required for any amendments to any performance condition
applying to an award amended in line with its terms.
Overseas plans
The shareholder resolutions to approve the LTIP will allow the
Board to establish further plans for overseas territories, any such
plan to be similar to the LTIP, but modified to take account of
local tax, exchange control or securities laws, provided that any
shares made available under such further plans are treated as
counting against the limits on individual and overall
participation in the Plans.
Other information
COMPANY INFORMATION
Financial calendar
Ex-dividend date for the final dividend 25th September 2025
Final dividend record date 26th September 2025
First quarter FuM announcement 20th October 2025
AGM 27th October 2025
Final dividend payment 6th November 2025
Second quarter FuM announcement 19th January 2026
Half year results and interim dividend announcement 24th February 2026
Ex-dividend date for the interim dividend 5th March 2026
Interim dividend record date 6th March 2026
Interim dividend payment 2nd April 2026
Third quarter FuM announcement 20th April 2026
Year end 30th June 2026
For further information, please visit our website
www.clig.co.uk
Financial adviser and broker
Zeus Capital
125 Old Broad Street
London
EC2N 1AR
Auditors
Grant Thornton UK LLP
8 Finsbury Circus
London
EC2M 7EA
Bankers
The Royal Bank of Scotland plc
London City Office
62-63 Threadneedle Street
London
EC2R 8LA
Registrar
MUFG Corporate Markets, a division of
MUFG Pension & Market Services
(formerly Link Group)
By phone:
UK – 0371 664 0300
(Calls are charged at the standard
geographic rate and will vary by provider.
Calls outside the United Kingdom will be
charged at the applicable international rate.
Lines are open between 09:00 – 17:30,
Monday to Friday excluding public holidays
in England and Wales).
By email:
shareholderenquiries@cm.mpms.mufg.com
Company registered office
Company registration number
2685257
Company Secretary
Prism Cosec Ltd
enquiries@prismcosec.com
142 City of London Investment Group PLC Annual Report 2024/2025
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CLIG office locations
London
77 Gracechurch Street
London
EC3V 0AS
United Kingdom
Telephone: + 44 (0) 207 711 0771
US
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West Chester
PA 19382
United States
Telephone: + 1 610 380 2110
Karpus Investment Management
183 Sully’s Trail
Pittsford
NY 14534
Telephone: + 1 866 527 7871
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#10-04
Singapore 049319
Telephone: + 65 6236 9136
www.clig.co.uk