CC JAPAN INCOME & GROWTH
TRUST PLC
ANNUAL REPORT AND ACCOUNTS
FOR THE YEAR ENDED 31 OCTOBER 2022
CC Japan Income & Growth Trust plc 1
CONTENTS
Page
STRATEGIC REPORT
INVESTMENT OBJECTIVE, FINANCIAL
INFORMATION AND PERFORMANCE SUMMARY 2
CHAIRMAN’S STATEMENT 5
INVESTMENT MANAGER’S REPORT 8
TOP TEN HOLDINGS 10
INVESTMENT POLICY, RESULTS AND
OTHER INFORMATION 11
RISK AND RISK MANAGEMENT 14
APPROACH TO ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”) 19
STAKEHOLDER ENGAGEMENT 22
HOLDINGS IN PORTFOLIO 29
TOP TEN SECTORS 31
7237(1&2175$&76)25b'Ζ))(5(1&( 
GOVERNANCE
DIRECTORS’ REPORT 32
CORPORATE GOVERNANCE 37
DIRECTORS’ REMUNERATION IMPLEMENTATION
REPORT 43
REPORT OF THE AUDIT AND RISK COMMITTEE 48
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 51
INDEPENDENT AUDITOR’S REPORT 52
FINANCIAL STATEMENTS
INCOME STATEMENT 60
STATEMENT OF FINANCIAL POSITION 61
STATEMENT OF CHANGES IN EQUITY 62
STATEMENT OF CASH FLOWS 63
NOTES TO THE ACCOUNTS 64
Page
OTHER INFORMATION
GLOSSARY AND ALTERNATIVE PERFORMANCE
MEASURES 81
THE SECURITIES FINANCING TRANSACTIONS
REGULATION (UNAUDITED) 86
COMPANY INFORMATION 88
NOTICE OF ANNUAL GENERAL MEETING 89
NOTES TO NOTICE OF ANNUAL GENERAL MEETING 91
FORM OF PROXY 95
2 CC Japan Income & Growth Trust plc2 CC Japan Income & Growth Trust plc
INVESTMENT OBJECTIVE, FINANCIAL INFORMATION AND
PERFORMANCE SUMMARY
INVESTMENT OBJECTIVE
The investment objective of the CC Japan Income & Growth Trust Plc (the “Company”) is to provide Shareholders with
dividend income combined with capital growth, mainly through investment in equities listed or quoted in Japan.
FINANCIAL INFORMATION
As at
31 October
2022
As at
31 October
2021
Net assets (millions) £203.6 £222.9
Net asset value (“NAV”) per Ordinary Share ("Share")
1
151.1p 165.4p
Share price 138.8p 154.0p
Share price discount to NAV
2
8.1% 6.9%
Transferable Subscription Share price 0.53p 3.50p
Ongoing charges
2
1.06% 1.05%
Gearing (net)
2
20.9% 21.1%
1 Measured on a cum income basis.
 7KLVLVDQ$OWHUQDWLYH3HUIRUPDQFH0HDVXUHȆ$30ȇ'HȴQLWLRQVRI$30VXVHGLQWKLVUHSRUWWRJHWKHUZLWKKRZWKHVHPHDVXUHVKDYHEHHQFDOFXODWHG
are disclosed on pages 81 and 85 of this report.
PERFORMANCE SUMMARY
For the year to
31 October
2022
% change
1
For the year to
31 October
2021
% change
1
NAV ex-income total return per Share
2
-6.3% +25.1%
NAV cum-income total return per Share
2
-5.9% +24.3%
Share price total return
2
-7.1% +32.7%
Tokyo Stock Exchange Price Index ("TOPIX") total return -9.5% +11.9%
Revenue return per Share (Undiluted) 5.14p 4.75p
Dividends per share:
First interim dividend 1.40p 1.40p
Second interim dividend 3.50p 3.35p
Total dividends per Share for the year 4.90p 4.75p
1 Total returns are stated in GBP sterling, including dividend reinvested.
2 These are APMs.
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CC Japan Income & Growth Trust plc 3
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
PERFORMANCE SUMMARY
Launch to
Oct 2016*
Year to
Oct 2017
Year to
Oct 2018
Year to
Oct 2019
Year to
Oct 2020
Year to
Oct 2021
Year to
Oct 2022
Share price (p) 122.40 152.00 153.00 150.00 119.50 154.00 138.75
Share price total return
(%)
+23.5 +27.2 +2.8 +0.7 -17.3 +32.7 -7.1
NAV per Share (p) 123.90 146.00 148.60 158.90 136.80 165.40 151.09
NAV (cum-income)
total return per Share
(%) +24.9 +20.7 +4.1 +9.9 -11.1 +24.3 -5.9
TOPIX Index total
return in GBP sterling
(%) +32.7 +10.1 -0.4 +7.2 +0.3 +11.9 -9.5
Revenue return per
Share (Undiluted) (p) 3.60 4.06 4.55 5.26 5.04 4.75 5.14
Dividends per Share (p) 3.00 3.45 3.75 4.50 4.60 4.75 4.90**
* Period from the Company’s launch on 15 December 2015 to 31 October 2016.
** Includes second interim dividend of 3.50p for the year ended 31 October 2022.
Dec-15
Mar-16
Jun-16
Sep-16
Dec-16
Mar-17
Jun-17
Sep-17
Dec-17
Mar-18
Jun-18
Sep-18
Dec-18
Mar-19
Jun-19
Sep-19
Dec-19
Mar-20
Jun-20
Sep-20
Dec-20
Mar-21
Jun-21
Sep-21
Topix returns (in GBP)
NAV cum income returns
Dividend reinvested Share Price returns
Dec-21
Mar-22
Jun-22
Sep-22
90.0
100.0
110.0
120.0
130.0
140.0
150.0
160.0
170.0
180.0
190.0
200.0
210.0
TOTAL NAV AND SHARE PRICE RETURN SINCE INCEPTION
4 CC Japan Income & Growth Trust plc4 CC Japan Income & Growth Trust plc
0.00p
0.50p
1.00p
1.50p
2.00p
2.50p
3.00p
3.50p
4.00p
4.50p
5.00p
5.50p
2016
2017 2018 2019 2020 2022
1st Interim
2nd Interim/Final
Total
1.00p
2.00p
3.00p
1.15p
2.30p
3.45p
1.25p
2.50p
3.75p
1.40p
3.10p
4.50p
1.40p
3.20p
4.60p
1.40p
3.35p
4.75p
1.40p
3.50p
4.90p
2021
DIVIDEND PERFORMANCE
-20.0%
-10.0%
0.0%
10.0%
20.0%
30.0%
YE Oct 2018
YE Oct 2019
YE Oct 2020
YE Oct 2021
YE Oct 2022 5 Years to
Oct 2022
(cumulative)
Topix Index Total Return
NAV (cum-inc) Total Return
-0.6%
4.3%
7.1%
9.6%
0.3%
-11.1%
11.9%
24.2%
8.1%
18.9%
-9.5%
-5.9%
COMPARISON OF NAV TOTAL RETURN PERFORMANCE OF THE COMPANY TO TOPIX TOTAL RETURN FOR
5 YEARS
INVESTMENT OBJECTIVE, FINANCIAL INFORMATION AND
PERFORMANCE SUMMARY
continued
CC Japan Income & Growth Trust plc 5
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CHAIRMAN’S STATEMENT
Performance
During the year to 31 October 2022, in sterling terms,
the Net Asset Value of the Company (“NAV”) declined by
5.9% as measured by total return including income. The
Ordinary Share price, again measured by total return
fell by 7.1%. This is disappointing, particularly after the
strong set of results in the year to 31 October 2021,
where NAV increased by 24.3% and the share price rose
32.7%. However, I can report that in the last year, we
outperformed the TOPIX Total Return Index which fell
9.5% in sterling terms during the period.
Our long-term track record and relative performance
against the AIC Japan investment trust peer group
remains robust and underscores the validity of our
investment mandate which seeks dividend income
combined with capital growth. Since launch in December
XQWLOWKHUHFHQWȴQDQFLDO\HDUHQGWKH&RPSDQ\ȇV
NAV total return, including dividend distributions,
recorded an 82.8% increase, considerably outperforming
the sterling adjusted TOPIX total return index, which
rose 58.0%. Over the same period, the share price has
risen 65.7% again measured by total return in sterling,
including an aggregate distribution of 25.45p per
Ordinary Share of dividends paid to Shareholders.
ΖWKDVEHHQDQRWKHUGLɝFXOW\HDUJLYHQWKHFKDOOHQJHV
presented by Russia’s invasion of Ukraine, while
Japan continued to be impacted by successive waves
of Covid-19 infections and a cautious policy towards
reopening the economy and its borders. As the world’s
Central Banks led by the US Federal Reserve have
increased interest rates and pursued a more hawkish
PRQHWDU\SROLF\WRFRPEDWLQȵDWLRQWKH%DQNRI-DSDQ
(“BOJ”) has been an exception in continuing to provide
liquidity to the markets and and remains wedded
to Yield Curve Control. This drove the Japanese Yen
down at one time trading below Y150 to the US$. Our
Investment Manager, Richard Aston, has handled the
market volatility with great discipline by retaining focus
within the scope of the investment mandate which
seeks total return. Richard has looked through market
YRODWLOLW\UHWDLQLQJFRQȴGHQFHLQSRUWIROLRKROGLQJVZLWK
VROLGSURVSHFWVZKLOHFRQWLQXLQJWRȴQGFRPSDQLHV
ZKLFKKDYHJURZWKWUDMHFWRULHVLPSURYLQJFDVKȵRZ
and dividends;VRPHRIZKLFKKDYHDOUHDG\EHQHȴWWHG
from the prospect of a full reopening of the domestic
Japanese economy. Over a 12-month and 5-year view,
our investment performance is a leader in the AIC
Japanese investment trust peer group as Richard’s
FRQȴGHQFHin the intrinsic value of portfolio holdings
has been rewarded. However, our premium share price
rating has not recovered with the NAV closing the year
at an 8.1% discount compared to a 6.9% discount at the
previous year end. At the time of writing the discount
stands at 8.3%.
Growing the Company
The Ordinary Share price discount means that until we
can restore our premium to NAV, we are not able to
issue any new shares.
Furthermore, world events and their impact on markets
have conspired against any real rerating of the Ordinary
Shares which might have allowed for the successful
exercise of the Transferable Subscription Shares (“TSS”)
issued as a 1 for 5 free bonus to Ordinary Shareholders
in February 2021. Unless we see a Lester Piggott
type late run in NAV performance, the TSS will expire
worthless on the last business day of February 2023.
This is also the last quarterly exercise date. At the time
of writing, the NAV per Ordinary Share has nudged
above the Subscription Price set at £1.61, hence “in
the money” whereas the Ordinary Share trails below
that price, still “out of the money”. So, there is a small
possibility of successful exercise of these entitlements at
the last opportunity.
The TSS scheme was designed by the Board potentially
to raise a further £40 million as a “Covid-19 recovery”
warrant which if successfully executed would not
only have increased our size and spread costs but
DOVRR΍HUHGVLJQLȴFDQWOHYHUDJHLQWRWKH2UGLQDU\
Shares so that TSS holders could make some money
as recompense from the depressed valuations during
Covid-19. Although the TSS entitlements were allocated
as a free bonus and the scheme cost less than 0.34p
per Ordinary Share at the time of issue, I would like
to apologise for the administrative inconvenience
this has caused not least in TSS holders receiving
quarterly exercise notices, (a regulatory requirement
of the custodian, but not the Company) when it was
uneconomic to do so. The Scheme had the best of
intentions and if validated by better markets would have
been a good way to grow the Company.
The Board has invested in various marketing
LQLWLDWLYHVWRUDLVHWKHSURȴOHRIWKH&RPSDQ\E\ZD\
of webinars hosted by third parties and continue to
update our website, which you can visit at:- https://
ccjapanincomeandgrowthtrust.com/
Besides regular meetings with wealth managers and
major Shareholders, we continue to focus on improving
content together with web and media distribution to
UDLVHDZDUHQHVVRIRXUGL΍HUHQWLDWHGPDQGDWHZKLFK
represents a great opportunity for investors to capture
total return from Japan with appreciable and stable
growth in portfolio income streams.
Income and Dividends
It is pleasing to see Japanese companies continuing
to pursue enlightened distribution policies driven not
only through governance reforms but also by cash
rich Japanese corporate balance sheets. Furthermore,
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6 CC Japan Income & Growth Trust plc
management teams have tended to commit to their
dividend projections, and in some cases surprised on
the upside by exceeding expectations.
For the year to 31 October 2022, the revenue return per
Ordinary Share increased by 8.2% to 5.14p per Ordinary
Share. The result demonstrates the underlying trend
of Japanese dividend growth despite the vicissitudes
of currency volatility where the Yen to Sterling cross
UDWHKDVEHHQXQGHUSUHVVXUH7KH\HQKDVȵXFWXDWHG
between Y149 = £1 to Y172 = £1 during the year with
an average exchange rate of Y159. Our clearly stated
policy is not to hedge our yen exposure. We translate
dividend income into sterling on receipt. Thus, revenue
is potentially at risk from a strengthening of sterling
although conversely, a weaker yen tends to stimulate
Japanese corporate earnings.
The Board has declared a second interim dividend
of 3.50p per Ordinary Share (an increase of 4.5%
over last years second interim dividend) making a
full year distribution of 4.90p per Ordinary Share and
representing a 3.2% improvement over last year. This
will be paid on 3 March 2023 to those shareholders
on the register as at 3 February 2023 with an ex-date
RIb)HEUXDU\:HDUHPDLQWDLQLQJRXUSROLF\RI
paying a second interim dividend in substitution for a
ȴQDOGLYLGHQG
While the Board is committed to growing the dividend,
it considers it prudent to continue to build the revenue
reserve in uncertain times, which will stand at 2.20p per
Ordinary Share after the payment of the second interim
dividend. Shareholders should also be reminded that
the Company has a Special reserve of £64.6 million
available for distribution in circumstances where there is
an unforeseen revenue shortfall.
This is the seventh year of dividend increase for the
Company with the annual dividend increasing by 63%
since launch in December 2015. We currently pay a 3%
dividend yield from Japanese equities out of covered
income. Investors looking for equity income can
continue to look to Japan.
Board Succession & Composition
The Board has a succession plan in place whereby,
subject to re-election by Shareholders at this year’s
Annual General Meeting (“AGM”), I intend to step
down as Chairman at the AGM in March 2024 having
served since launch in 2015. It is also the intention that
Mr. Peter Wolton, Senior Independent Director, also
one of the original members of the Board at launch, will
retire before the end of 2023.
A Search Consultant will be appointed during 2023
to identify a new candidate for the Board with
complementary skills. I should point out that the Board
composition meets the recommendations of the AIC
code and Hampton Alexander review as far as gender
and ethnic diversity representation is concerned. Our
diversity policy can be found on pages 39 and 40 of the
Annual Report.
Change of Auditor
Ernst & Young LLP ( “EY”) have served as the Company’s
Auditors since launch but in line with the requirement
to conduct a tender at least every 10 years and in view
of the projected increase in audit fees, the Audit and
Risk Committee held a tender process to look for a
more competitive solution. Consequently, Johnston
Carmichael will be appointed as the Company’s new
Auditors, subject to Shareholder approval at the
IRUWKFRPLQJ$*07KH%RDUGLVFRQȴGHQWWKDW-RKQVWRQ
Carmichael will provide a high level of service at a
reduced cost. We would like to thank EY for their service
as Auditor of the Company for the past seven years.
Further details can be found in the Report of the Audit
and Risk Committee.
Annual General Meeting (“AGM”)
In line with the requirements of the Companies Act
2006, the Company will hold an AGM of Shareholders
to consider the resolutions laid out in the Notice of
Meeting on pages 89 and 90. The Board encourages
Shareholders to attend and participate in the Company’s
IRUWKFRPLQJ$*0RQ0DUFKDWWKHRɝFHVRI
Stephenson Harwood LLP, 1 Finsbury Circus, London
EC2M 7SH. Our Investment Manager, Richard Aston, will
provide an update on the portfolio and take questions
after the formal business of the meeting. The Board will
also be available to meet shareholders and discuss the
Company. I do hope that you will join us.
We recognise it is not possible for everyone to attend
the AGM and I would remind Shareholders that any
questions relating to the business of the AGM, can be
sent by email to ukfundcosec@sannegroup.com. To the
extent that it is appropriate to do so, the Company will
respond to any questions received in a Q&A which will
be posted on the Company’s website.
If Shareholders are unable to attend the meeting in
person, they are strongly encouraged to vote by proxy
and to appoint the “Chairman of the AGM” as their
proxy. Details of how to vote, either electronically, by
proxy form or through CREST, can be found in the Notes
to the Notice of AGM on pages 91 to 93. The lodging of
a form of proxy (or an appointment of a proxy through
CREST) will not however prevent a shareholder from
attending the AGM and voting in person if they so wish.
Outlook
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Collective Central Bank policy led by the US Federal
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when the pricing power of labour in the USA and Europe
CHAIRMAN’S STATEMENT
continued
CC Japan Income & Growth Trust plc 7
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
is in the ascendant. As interest rates rise on the back of
a collapse in monetary aggregates in the USA, it looks
as if the risks of global recession are rising. With the
high levels of debt embedded in the world economy,
tightening policy beyond a certain point could also
potentially expose credit problems. Global market
sentiment will, as ever, be driven by the perception of
policy direction emanating from the US Federal Reserve.
-DSDQWRRLVIDFLQJVLPLODULQȵDWLRQDU\SUHVVXUHV
although these are largely due to the war and hence
exogenous. As elsewhere, the labour market is tight,
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workforce. Both the BOJ and Government are keen
to encourage wage growth which has been static for
so long. Indeed, Prime Minister Kishida has urged
employers to increase wages by more than 3% as part
of his “new economic capitalism” plans with Consumer
3ULFHΖQȵDWLRQ&3ΖUXQQLQJDWLWVKLJKHVWIRU\HDUV
$IWHUDORQJSHULRGRIGHȵDWLRQVRPHLQȵDWLRQZLOOEH
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domestic consumption.
Just before Christmas, the BOJ announced a relaxation of
the bands for controlling the yield on the 10-year bond.
7KLVLVVHHQDVDȴUVWVWHSWRQRUPDOLVLQJPRQHWDU\
policy and has sparked a sharp rally in the yen. However,
the BOJ has had to absorb massive liquidation of
Japanese Government Bonds (JGBs) by stepping in to
buy bonds to defend the new yield level. Hence, rather
than tightening monetary policy, the BOJ are now forced
to expand their balance sheet and appear chained to
loose monetary policy. We can expect interest rates
and the Yield Curve Control Band to rise further in the
months ahead and the market will be looking closely for
pointers as to further policy direction, particularly with
the appointment of a new BOJ Governor in April 2023.
A weak yen has deterred foreign buying of Japanese
securities, and a rebound in its value could help
stimulate foreign interest which has always provided a
catalyst for buying the stock market. Equally, it should
be noted that TOPIX index companies now produce an
LQFRPHGLYLGHQG\LHOGKLJKHUWKDQLQȵDWLRQZKLFKcould
tempt domestic savers earning no interest on deposits.
Moreover, the Government has announced measures
WRWU\DQGPRELOLVHVDYLQJVE\R΍HULQJLQFHQWLYHVIRU
people to invest.
Although Japan’s domestic economy is steadily
reopening for business, it is frustrating to see that yet
another Covid-19 wave in China may further delay a
recovery in tourist visitor arrivals. Nevertheless, the
overall economic outlook appears favourable. The wild
card remains geopolitics and the stability of the region.
GDP forecasts show higher expectations for Japanese
growth compared to other developed economies
ZKLOHWKHUHLVJURZLQJFRQȴGHQFHLQEHWWHUFRUSRUDWH
earnings guidance. Continuing commitment to corporate
governance reforms should also underpin rising
dividend distributions.
Our focus on income will continue to be an important
SDUWRIRXUWRWDOUHWXUQZKLFKFOHDUO\GL΍HUHQWLDWHVRXU
mandate from most other funds investing in Japan.
5LFKDUG$VWRQDQGKLVFROOHDJXHVDUHȴQGLQJQRVKRUWDJH
of investment opportunities.
Harry Wells
Chairman
23 January 2023
8 CC Japan Income & Growth Trust plc
Performance Review
The investment landscape has become increasingly
complex over the last twelve months with a number
of developments challenging the relatively favourable
conditions for investors in a variety of assets in recent
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outperformance of ‘value’ over ‘growth’ across equity
markets with Japan being no exception. The rapid
HPHUJHQFHRILQȵDWLRQDU\WUHQGVDURXQGWKHZRUOG
at levels not seen for decades, and the subsequent
attempts by Central Banks worldwide to regain
FRQWUROE\UDLVLQJLQWHUHVWUDWHVKDVEHHQDVLJQLȴFDQW
contributory factor to this change of market direction.
Additionally, political tensions have added to the
elevated levels of risk. Sentiment has been severely
impacted by the ongoing war in the Ukraine. The
UDPLȴFDWLRQVKDYHSOD\HGRXWLQDQXPEHURIZD\V
with Russia’s increasing international isolation, rising
energy prices and credit concerns amongst the factors
most relevant to Japanese companies. The direct trade
between Japan and Russia is limited to less than 1% of
Japan’s international total and for most companies any
direct country exposure is a very small component of
their overall revenues.
Furthermore, as one of the main drivers for global
growth in recent years, the performance of the Chinese
economy has had an important bearing on international
trends. A combination of political discord with the USA,
concerns about the real estate market and a tough
stance on managing Covid-19 outbreak has resulted
in a dramatic slowdown in the country’s immediate
prospects and international trade.
In recent years, global ‘risk on’ investor sentiment has
been accompanied by a strengthening of the Yen.
Fundamental factors that may have contributed to
WKLVQRWDEO\GL΍HUHQWWUHQGDUHWKHLPSDFWRIKLJKHU
oil prices of the foreign exchange market (given that
Japan is an importer of energy raw materials) and 2)
FRQȴUPDWLRQYHUEDOO\DQGYLDPDUNHWLQWHUYHQWLRQ
that the Bank of Japan intends to continue with an
accommodative monetary policy for the time being
despite central banks in other regions indicating a
withdrawal of components of their respective easy
monetary programmes.
Despite these many uncertainties and challenges to
the perceived orthodoxy of recent years, portfolio
attribution has been positive and continued its post-
pandemic recovery. It has been especially pleasing
to see the strong share price performance of long-
standing holdings in Mitsubishi UFJ Financial Group,
Tokio Marine Holdings and Sumitomo Mitsui Financial
*URXSȴQDQFLDOVVHFWRUΖWRFKX&RUS0LWVXELVKL&RUS
(wholesale sector), Nippon Telegraph & Telephone
(telecommunications sector) and more recently Nippon
Parking Development (service sector). These are all
companies that faced considerable and unexpected
operational challenges during the pandemic but have
remained committed to their shareholder return policies
throughout with increases in annual dividends and
opportunistic share buyback programmes underpinning
WKHFRQȴGHQFHLQWKHLUEXVLQHVVIXWXUH
It is this ability to compound returns through a business
cycle which we believe to be the most relevant and
GL΍HUHQWLDWLQJIDFWRURI-DSDQHVHHTXLWLHVIRUIRUHLJQ
investors. It is extremely encouraging to see these
attributes ultimately rewarded for those willing to be
patient.
The weakest performers for the year include a number
of companies whose contribution had been notably
SRVLWLYHLQWKHȴUVWKDOIDQGUHȵHFWVDVLJQLȴFDQW
downturn in expectations for technology companies in
SDUWLFXODUDVIHDUVRIDJOREDOUHFHVVLRQKDYHLQWHQVLȴHG
Shin-Etsu Chemical, Murata and Tokyo Electron have all
H[HPSOLȴHGWKHFKDUDFWHULVWLFZHLGHQWLI\DVLPSRUWDQW
for long term performance and as recently as their FY21
results raised dividends to a level higher than originally
expected. These companies are all industry leaders with
strong balance sheets and clear shareholder return
SROLFLHVZKLFKZHEHOLHYHMXVWLȴHVWDNLQJDORQJWHUP
investment perspective and weathering any short-term
adjustments.
We are somewhat disappointed in the recent share price
performance of Carta Holdings, the online advertiser,
which had been a strong performer since initial
inclusion in the portfolio. The company has embarked
on an investment phase which has been detrimental
to earnings in the near term on the basis of higher
H[SHFWDWLRQVIRUQHZO\LGHQWLȴHGSURMHFWV7KHUHLVQR
immediate risk to the shareholder return objective which
LVEDVHGRQDVWDEOHGLVWULEXWLRQUHȵHFWLQJWKHVWUHQJWK
of the company’s balance sheet. However, we will be
mindful that this investment must enhance the value of
the Company over the medium term.
Portfolio Positioning
We believe that the current economic realities increase
the importance of bottom-up analysis in investment
decision-making as many companies now face a
YHU\GL΍HUHQWRSHUDWLQJHQYLURQPHQWIURPDQ\WKLQJ
experienced in recent years. Rising raw material prices
and higher energy costs, tighter monetary conditions,
stricter environmental regulation, digitalisation
and changing customer behaviour are amongst the
prevailing trends that create varying challenges and
opportunities for individual companies.
We remain steadfast in the belief of the investment
principles that underpin the strategy as established
when the Company was launched. Namely, consistent
returns via dividends and share buybacks are a key
component of total shareholder return that investors
in Japan should now consider. We are consequently
encouraged by the increased recognition for companies
INVESTMENT MANAGER’S REPORT
CC Japan Income & Growth Trust plc 9
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
able to compound these returns over time. Furthermore,
we believe that through initiatives such as the Japanese
Corporate Governance Code and consistent shareholder
engagement, there is much wider acknowledgement of
its importance amongst company management. As a
FRQVHTXHQFHWKHQXPEHURIFRPSDQLHVVHHNLQJWRR΍HU
these attractive characteristics continues to increase
and the portfolio has continued to evolve throughout
the year seeking to take advantage of this expanding
investment universe.
New holdings have been established in Zozo, Intage and
%HQHȴW2QHVPDOOHUGRPHVWLFDOO\IRFXVHGFRPSDQLHV
with leading market positions which operate in areas
ZHEHOLHYHR΍HUJRRGJURZWKSRWHQWLDOΖPSRUWDQWO\
this is accompanied by a greater recognition by
management of the role of stable shareholders, which
has led, in our view, to better corporate governance and
friendlier shareholder return policies. Zozo operates
-DSDQȇVODUJHVWRQOLQHIDVKLRQZHEVLWHVDQGLVEHQHȴWLQJ
from the low market penetration of e-commerce in
-DSDQ7KHFRPSDQ\KDVVX΍HUHGLQWKHSDVWIURPWKH
erratic corporate governance of its founder, but his
departure has seen a more consistent approach to both
operational and shareholder management consistent
with our own expectations. Intage provides marketing
research services for a diverse range of clients and
sees future opportunities in data analytics and
international expansion. Coincidently, it is seeking to
LPSURYHLWVVKDUHKROGHUUHODWLRQVDQGFDSLWDOHɝFLHQF\
through an uplift in annual dividend distribution and
VKDUHEX\EDFNV%HQHȴW2QHSURYLGHVDQXPEHURI
outsourced services such as childcare, healthcare and
leisure activities to a range of corporate clients. The
company targets a high level of annual distribution to its
VKDUHKROGHUVEDVHGRQWKHVWUHQJWKRILWVFDVKȵRZDQG
balance sheet strength.
)RUWKHȴUVWWLPHLQDQXPEHURI\HDUVZHSDUWLFLSDWHG
LQDQΖQLWLDO3XEOLF2΍HULQJ6RFLRQH[WZDVIRXQGHGLQ
2015 as a result of a merger between the SoC (System-
on-Chip) divisions of Fujitsu and Panasonic, and an
investment received from the Development Bank of
Japan. It is a fabless SoC solution provider, meaning
they design their own chips but contract out their
production, covering both software development as well
as semiconductor logic/physical design. In stark contrast
to many companies listed in recent years, the company
is debt free, has valuations that were attractive relative
to its growth prospects besides a clear intention to pay
dividends to its shareholders from the start.
The rising interest rate environment and falling
valuations elsewhere in the market have lowered the
attraction of Real Estate Investment Trusts and the
overall weighting in these specialist investment vehicles
has fallen, with the disposal of holdings in Japan GLP
REIT and Star Asia REIT. We also exited holdings in Japan
Exchange Group (operator of the Tokyo and Osaka Stock
Exchanges), Exeo (telecommunications infrastructure)
and Hikari Tsushin (small company business services) as
greater risks have emerged to their business prospects
and ultimately their ability to maintain a shareholder
UHWXUQSURȴOHFRQVLVWHQWZLWKSUHYLRXVH[SHFWDWLRQV
Outlook
The global economic backdrop appears increasingly
challenging with the recent debate over the
VXVWDLQDELOLW\RILQȵDWLRQDU\WUHQGVDQGSURVSHFWRID
new era of rising interest rates shifting notably to rapidly
falling expectations for economic growth and the risk of
global recession. Japan, on a relative basis, is set WRR΍HU
many interesting opportunities given that its economic
cycle is no longer in sync with other major economies,
primarily as a consequence of its delayed domestic
recovery following the Covid-19 pandemic. There are
reasons to be optimistic about the expected economic
rebound in Japan in 2023 given the experience of other
economies as consumer behaviour returned to normal.
The recent Yen weakness that has accompanied these
developments only adds to the attraction of Japanese
equities over the medium term.
The investment strategy employed by the Company is
not dependent on any economic outcome nor correlated
with a particular investment style - it is one that seeks
to capture a total and compounding shareholder return
over time regardless of short-term economic variations.
This seems a particularly relevant consideration for
investors in these more uncertain times and we believe
WKDW-DSDQHVHHTXLWHVQRZR΍HUDGL΍HUHQWLDWHGDQG
compelling opportunity in this regard. A combination
of strong balance sheets, healthy dividend cover and,
most importantly, changing attitudes have created
a new investment landscape. 7KHEHQHȴWKDVEHHQ
demonstrated clearly over the past three years with
companies in Japan R΍HULQJUREXVWOHYHOVRIGLVWULEXWLRQ
to shareholders despite the sluggish trends in the
domestic and global economies.
As a result, dividends and share buybacks are set to
HVWDEOLVKQHZUHFRUGVGXULQJWKHFXUUHQWȴVFDO\HDU, with
minimal strain on balance sheets and dividend cover
ratios. A further revision to the Japanese Corporate
Governance Code in June 2022 and the restructuring
of the main Tokyo Stock Exchange indices in April
2022 were consistent with the previously established
REMHFWLYHVRILPSURYLQJFDSLWDOHɝFLHQF\ and corporate
governance which have underpinned the favourable
progression of shareholder returns. We believe that the
EHQHȴWVRI3ULPH0LQLVWHU.LVKLGDȇVJRDORIGRXEOLQJ
asset-based income places further pressures on
companies to continue the trajectory of improvement
and that shareholders in Japanese companies will
consequently continue to reap the rewards.
Richard Aston
&RXSODQG&DUGL΍$VVHW0DQDJHPHQW//3
23 January 2023
10 CC Japan Income & Growth Trust plc10 CC Japan Income & Growth Trust plc
TOP TEN HOLDINGS
6XPLWRPR0LWVXL)LQDQFLDO*URXSɅ5.3%
Sumitomo Mitsui Financial Group was established
through the merger of Sumitomo Bank and Sakura bank
LQΖWLVRQHRI-DSDQȇVOHDGLQJȴQDQFLDOJURXSV
R΍HULQJVHUYLFHVVXFKDVFRPPHUFLDOEDQNLQJOHDVLQJ
VHFXULWLHVFRQVXPHUȴQDQFHDQGDVVHWPDQDJHPHQW
The company targets continued growth in shareholder
value by promoting disciplined investment and alliances,
VRXQGȴQDQFHVDQGSURJUHVVLYHVKDUHKROGHUUHWXUQV
1LSSRQ7HOHJUDSK7HOHSKRQHɅ5.0%
NTT provides a broad range of telecommunication and
business services in Japan and increasingly overseas. As
ZHOODVEHQHȴWLQJIURPWKHIRFXVRQGDWDVHUYLFHVDQG
IT infrastructure, the company is also seeking synergies
from the consolidation of mobile telephone subsidiary
NTT DoCoMo and cost cutting initiatives that enhance
the earnings growth and potential for further returns to
shareholders.
0LWVXELVKL8)-)LQDQFLDO*URXSɅ4.8%
Mitsubishi UFJ Financial Group was established in
2005 through the merger of Mitsubishi Tokyo Financial
Group and UFJ Holdings. It is now one of Japan’s leading
ȴQDQFLDOVHUYLFHVJURXSVZLWKHVWDEOLVKHGRSHUDWLRQV
around the world, most prominently in Asia and North
America. This includes an alliance and 20% stake in
Morgan Stanley entered into in 2008. The company
continues to promote a balanced capital management
policy maintaining a strong capital base, appropriate
allocations to strategic growth opportunities and
enhancing shareholder returns.
'Ζ3&RUSRUDWLRQɅ4.2%
DIP Corporation operates a number of domestic
job listing websites, establishing a strong reputation
amongst part-time workers, the section of the Japanese
labour market which has seen the majority of growth in
recent years. DIP has been successfully rolling out digital
EXVLQHVVWRROVDLPHGDWHQKDQFLQJODERXUHɝFLHQFLHVDW
its clients and seeks to become a ‘labour force solution
company’.
6RPSR+ROGLQJVɅ4.1%
6RPSR+ROGLQJVLVDȴQDQFLDOKROGLQJFRPSDQ\ZKLFK
operates a leading domestic property and casualty
insurance business as well as life insurance and
healthcare operations in Japan. It has also established
an international presence to increase scale and
GLYHUVLȴFDWLRQDORQJVLGHLQLWLDWLYHVWRLPSURYHFRUSRUDWH
DQGFDSLWDOHɝFLHQF\DQGLPSURYHVKDUHKROGHUUHWXUQV
ΖWRFKX&RUSɅ3.6%
Itochu Corp is one of Japan’s leading trading companies
involved in a broad range of business domains from
upstream raw materials to downstream retail. In recent
years Itochu has successfully introduced a business
investment strategy based on high levels of capital
HɝFLHQF\DQGDSSURSULDWHFDVKDOORFDWLRQLQFOXGLQJ
increasing returns to shareholders in the form of
dividend and share buybacks.
6RIWEDQN&RUSɅ3.5%
Softbank Corp provides telecommunication and
associated network services in Japan and is a subsidiary
of the Softbank Group. The company continues to
demonstrate strong growth in its business services
segment and from its “beyond carrier” strategy which
includes ecommerce leader Yahoo Japan, online
fashion retailer Zozo, social network Line and electronic
payment service PayPay.
6%Ζ+ROGLQJVɅ3.4%
6%Ζ+ROGLQJVLVDKROGLQJFRPSDQ\WKDWR΍HUVLQQRYDWLYH
ȴQDQFLDOVHUYLFHVLQDUHDVVXFKDVVHFXULWLHVEURNLQJ
banking, insurance and asset management. As a group
LWIRFXVHVVSHFLȴFDOO\RQRUJDQLFJURZWKLQHDFKRILWV
businesses whilst maintaining a high return on equity
(RoE) to generate value for shareholders.
7RNLR0DULQH+ROGLQJVɅ3.0%
7RNLR0DULQH+ROGLQJVLVDȴQDQFLDOKROGLQJFRPSDQ\
which operates a leading domestic property and
casualty insurance business as well as life insurance and
RWKHUVHUYLFHVΖWKDVDVLJQLȴFDQWLQWHUQDWLRQDOSUHVHQFH
R΍HULQJVSHFLDOLVWLQVXUDQFHSURGXFWVLQFRXQWULHVVXFK
as the United States, Brazil, Singapore and the United
Kingdom. Management has emphasised the importance
of dividends in their capital management policies.
+LWDFKL/WGɅ3.0%
Hitachi Ltd is a globally recognised manufacturer of
industrial equipment and developer of software covering
a broad range of industries including Information
Technology, Energy, Automotive, Transportation and
Consumer Electronics. After restructuring the business
operations, management has emphasised capital
HɝFLHQF\DQGLPSURYLQJVKDUHKROGHUUHWXUQV
CC Japan Income & Growth Trust plc 11
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Investment policy
The Company intends to invest in equities listed or
quoted in Japan. The Company may also invest in
exchange traded funds in order to gain exposure to such
equities. Investment in exchange traded funds shall be
limited to not more than 20 per cent. of Gross Assets at
the time of investment. The Company may also invest in
listed Japanese real estate investment trusts (“J-REITs”).
The Company may enter into long only contracts for
GL΍HUHQFHRUHTXLW\VZDSVIRUJHDULQJDQGHɝFLHQW
portfolio management purposes.
No single holding (including any derivative instrument)
will represent more than 10 per cent. of Gross Assets
at the time of investment and, when fully invested, the
portfolio is expected to have between 30 to 40 holdings,
although there is no guarantee that this will be the
case and it may contain a lesser or greater number of
holdings at any time.
7KH&RPSDQ\ZLOOKDYHWKHȵH[LELOLW\WRLQYHVWXSWR
per cent. of its Gross Assets at the time of investment in
unquoted or untraded companies.
The Company will not be constrained by any index
benchmark in its asset allocation.
Borrowing policy
The Company may use borrowings for settlement of
transactions, to meet on-going expenses and may be
geared through borrowings and/or by entering into long
RQO\FRQWUDFWVIRUGL΍HUHQFHRUHTXLW\VZDSVWKDWKDYH
WKHH΍HFWRIJHDULQJWKH&RPSDQ\ȇVSRUWIROLRWRVHHN
to enhance performance. The aggregate of borrowings
DQGORQJRQO\FRQWUDFWVIRUGL΍HUHQFHDQGHTXLW\VZDS
exposure will not exceed 25 per cent. of Net Asset Value
at the time of drawdown of the relevant borrowings or
entering into the relevant transaction, as appropriate,
although the Company’s normal policy will be to utilise
and maintain gearing to a lower limit of 20 per cent. of
Net Asset Value at the time of drawdown of the relevant
borrowings or entering into the relevant transaction, as
appropriate. It is expected that any borrowings entered
into will principally be denominated in Yen.
Hedging policy
The Company does not currently intend to enter into
any arrangements to hedge its underlying currency
exposure to investment denominated in Yen, although
the Investment Manager and the Board may review this
from time to time.
Results and dividend
7KH&RPSDQ\ȇVUHYHQXHUHWXUQDIWHUWD[IRUWKHȴQDQFLDO
year amounted to £6,930,000 (2021: £6,404,000). In
August 2022, the Company paid an interim dividend
of 1.40p (2021: 1.40p) per Ordinary Share. On 20
January 2023, the Directors declared a second interim
dividend for the year ended 31 October 2022 of 3.50p
(2021:b3.35p) per Ordinary Share, which will be paid
on 3 March 2023 to Shareholders on the register at 3
February 2023. Therefore, the total dividend in respect
RIWKHȴQDQFLDO\HDUWR2FWREHUZLOOEH4.90p
(2021: 4.75p) per Ordinary Share.
The Company made a capital loss after tax of
£19,818,000 (2021: capital gain of £38,673,000). The total
return, including income, after tax for the year was a loss
of £12,888,000 (2021: gain of £45,077,000).
The Company’s Purpose, Values and Culture
The primary focus of the Company is to generate total
returns for Shareholders by investing in equities quoted
on the recognised exchanges in Japan. The Investment
0DQDJHULGHQWLȴHVFRPSDQLHVZKLFKDUHXQGHUYDOXHG
have strong balance sheets, strong business franchises,
and favourable attitudes to shareholder returns in the
form of sustainable and growing dividends and share
buyback policies.
The Company aims to meet the needs of investors
through the Investment Manager’s dual mandate of
generating income and capital growth. The Company
has been investing in Japanese equities since launch in
2015. Whilst the Company does not have a benchmark,
the Board measures performance against the TOPIX
Total Return Index and High Yield Indices.
To achieve this, the Board of Directors has engaged
&RXSODQG&DUGL΍$VVHW0DQDJHPHQW//3ZKRKDYHWKH
appropriate capability, resources and controls in place to
actively manage the Company’s assets in order to meet
its investment objective. The Investment Manager has
DZHOOGHȴQHGLQYHVWPHQWVWUDWHJ\DQGSURFHVVZKLFK
is regularly and rigorously monitored and reviewed by
the Board. As the Company has no employees and acts
through its service providers, its culture is represented
by the values and behaviour of the Board and third
parties to which it delegates.
To ensure that the Company’s purpose, values,
strategy and culture are aligned, the Board comprises
independent non-executive Directors from a diverse
background, who together bring a wide range of
knowledge, skills and experience. The Board members
FRQWULEXWHWRDWUDQVSDUHQWFXOWXUHHQVXULQJH΍HFWLYH
oversight, critical support and challenge to the
Investment Manager, and all other third-party suppliers.
For more information, please refer to the Company’s
section 172 statement on pages 22 to 28.
Key performance indicators (“KPIs”)
The Board measures the Company’s success in attaining its
investment objective by reference to the following KPIs:
(i) Long-term capital growth
The Board considers the Company’s Net Asset Value
Ȋ1$9ȋWRWDOUHWXUQȴJXUHVWREHWKHEHVWLQGLFDWRURI
performance over time and this therefore is the main
indicator of performance used by the Board. The NAV
cum-income total return for the year to 31 October 2022
INVESTMENT POLICY, RESULTS AND OTHER INFORMATION
12 CC Japan Income & Growth Trust plc
fell by 5.9% (2021: +24.3%) but the NAV total return from
the Company’s inception in December 2015 to 31 October
2022 increased by 18.9%.
The Chairman’s Statement on pages 5 to 7 incorporates a
review of the highlights during the year. The Investment
Manager’s Report on pages 8 and 9 gives details on
investments made during the year and how performance
has been achieved.
(ii) Revenue return per Share and dividends
he Company’s revenue return per Ordinary Share, based
on the weighted average number of shares in issue
during the year, was 5.14p (2021: 4.75p). The Company’s
proposed total dividend payable in respect of the year
ended 31 October 2022, including an interim dividend of
1.40p per Ordinary Share paid on 5 August 2022 and a
second interim dividend of 3.50p payable on 3 March 2023
is 4.90p (2021: 4.75p) per Ordinary Share.
(iii) Discount/premium to NAV
The discount/premium relative to the NAV per share
represented by the share price is closely monitored by
the Board. The share price closed at a 8.1% discount to
the NAV as at 31 October 2022 (2021: 6.9% discount).
This is addressed in the Chairman’s Statement on
SDJHb5.
(iv) Control of the level of ongoing charges
The Board monitors the Company’s operating costs
FDUHIXOO\*URZLQJWKHVL]HRIWKH&RPSDQ\R΍HUV
PDQ\EHQHȴWVDVQRWDOORIWKH&RPSDQ\ȇVRSHUDWLQJ
costs increase in line with the Company’s assets
under management. Based on the Company’s average
net assets for the year ended 31 October 2022, the
&RPSDQ\ȇVRQJRLQJFKDUJHVȴJXUHFDOFXODWHGLQ
accordance with the AIC methodology was 1.06% (2021:
1.05%).
Other information
Modern slavery disclosure
The Company aims to act to the highest standards
and is committed to integrating responsible business
practices throughout its operations. The prevention of
modern slavery is an important part of good corporate
governance.
As an investment trust, the Company does not
R΍HUJRRGVRUVHUYLFHVWRFRQVXPHUVDQGGHDOV
predominantly with professional advisers and service
SURYLGHUVLQWKHȴQDQFLDOVHUYLFHVLQGXVWU\$VVXFKWKH
Board considers that the Company is out of scope of the
Modern Slavery Act 2015.
Greenhouse Gas Emissions and Streamlined Energy
and Carbon Reporting (“SECR”)
The Company has no employees, physical assets,
property or operations of its own, does not provide
goods or services and does not have its own customers.
It follows that the Company has little to no direct
environmental impact. In consequence, the Company
has limited greenhouse gas emissions to report from its
operations, nor does it have responsibility for any other
sources of emissions under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations
2013. As the Company has no material operations
and therefore has little energy use, it falls below the
threshold to produce an energy and carbon report. The
Company’s ESG policy is contained on pages 19 to 21.
Employees
The Company has no employees. As at 31 October 2022,
WKH&RPSDQ\KDGȴYH'LUHFWRUVFRPSULVLQJWKUHHPDOHV
(60%) and two females (40%). On 1 February 2022, June
Aitken and Craig Cleland joined the Board, bringing with
them a wealth of experience and skills. Biographical
details can be found on pages 37 and 38. As part of
the recruitment process, the Board was mindful of the
Company’s policy on diversity which is contained in the
Corporate Governance statement (see pages 39 and 40).
Anti-bribery, Corruption and Tax Evasion
It is the Company’s policy to conduct all of its business
in an honest and ethical manner. The Company takes
a zero-tolerance approach to bribery, corruption and
tax evasion and is committed to acting professionally,
fairly and with integrity in all its business dealings and
relationships wherever it operates. Taking account of the
nature of the Company’s business and operations, the
Board has adopted policies and procedures that allow it
to have reasonable assurance that persons associated
with the Company are prevented from engaging in
bribery, corruption or tax evasion; and has adopted the
same standard of zero tolerance.
Viability Statement
The Directors have assessed the viability of the
Company for the period until 31 October 2027 (the
“’Period’’) taking into account the long-term nature of
the Company’s investment strategy and the principal
risks and emerging risks outlined on pages 14 to 18.
7KH%RDUGKDVFKRVHQDȴYH\HDUSHULRGWRDVVHVVWKH
Company’s viability because of the expected long-term
nature of equity investment, the Investment Manager’s
holding period and the fact that the investment objective
LVXQOLNHO\WRFKDQJHVLJQLȴFDQWO\RYHUWKLVSHULRG%DVHG
on this assessment, the Directors have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
Period.
In their assessment of the prospects of the Company,
the Directors have considered each of the principal and
emerging risks and uncertainties set out on pages 14
to 18 and the liquidity and solvency of the Company.
The Directors have considered the Company’s income
and expenditure projections and the fact that the
Company’s investments comprise readily realisable
securities which could, if necessary, be sold to meet
INVESTMENT POLICY, RESULTS AND OTHER INFORMATION
continued
CC Japan Income & Growth Trust plc 13
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
the Company’s funding requirements. Portfolio activity
and market developments are discussed at quarterly
Board meetings. The internal control framework of the
Company is subject to a formal review on at least an
annual basis.
The Directors do not expect there to be any material
increase in the annual ongoing charges of the
Company over the Period. The Company’s income from
investments and cash realisable from the sale of its
investments provide substantial cover to the Company’s
operating expenses, and any other costs likely to
be faced by the Company over the period of their
assessment.
The Chairman’s Statement and Investment Manager’s
Report present a positive long-term investment case for
Japanese equities, which also underpins the Company’s
viability for the Period.
The continuation of the Company is subject to approval
by Shareholders every three years with the next
continuation vote due to be held at the AGM in 2025.
This assessment takes into account the impact that
KLJKHUOHYHOVRIJOREDOLQȵDWLRQDUHKDYLQJRQSRUWIROLR
companies and the investment environment as
discussed in the Chairman’s Statement on page 5, the
Investment Manager’s Report on page 8 and in the
Principal and Emerging Risks section on page 17.
Outlook
The outlook for the Company is discussed in the
Chairman’s Statement on pages 6 and 7.
Strategic Report
The Strategic Report set out on pages 2 to 31 of this
Annual Report was approved by the Board of Directors
on 23 January 2023.
14 CC Japan Income & Growth Trust plc
Principal and emerging risks and uncertainties
The Board is responsible for the management of risks
faced by the Company and delegates this role to the
Audit and Risk Committee (the “Committee”).
The Committee carries out, at least annually, a robust
assessment of principal and emerging risks and
uncertainties and monitors the risks on an ongoing
basis. The Committee has a dynamic risk management
register in place to help identify key risks in the business
DQGRYHUVHHWKHH΍HFWLYHQHVVRILQWHUQDOFRQWUROVDQG
processes.
The risk management register and associated risk
KHDWPDSSURYLGHDYLVXDOUHȵHFWLRQRIWKH&RPSDQ\ȇV
LGHQWLȴHGSULQFLSDODQGHPHUJLQJULVNV7KHVHIDOOLQWR
WKUHHFDWHJRULHVVWUDWHJLFDQGEXVLQHVVULVNȴQDQFLDO
and operational risk, and regulatory and compliance
risk. The Committee considers both the impact and
the probability of each risk occurring and ensures
appropriate controls are in place to reduce risk to an
acceptable level. During the year under review the
Committee was particularly concerned with the increase
in geopolitical risk following the outbreak of war in the
Ukraine. The subsequent rise in global energy prices,
LQȵDWLRQDQGULVLQJLQWHUHVWUDWHVZRUOGZLGHKDYHOHGWR
a more uncertain investment environment. The increase
in exchange rate volatility has had a particular impact
on the values of Japanese portfolio holdings and the
dividend income received. The Japanese (and Asian)
economies have also taken longer to recover from the
Covid-19 pandemic than those in Europe and America.
The Committee continues to review the processes in
place to mitigate risk; and to ensure that these are
appropriate and proportionate in the current market
environment.
The Company’s ability to operate as a going concern can
be found on page 35 and the Company’s longer-term
viability can be found on pages 12 and 13.
The principal and emerging risks, together with a
summary of the processes and internal controls used to
manage and mitigate risks where possible are outlined
on the following pages.
RISK AND RISK MANAGEMENT
CC Japan Income & Growth Trust plc 15
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 15
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Principal Risks Mitigation Movement During the Year
Poor investment performance
The Company’s investment
performance depends on the
Investment Manager’s ability to
identify successful investments in
accordance with the Company’s
investment policy.
The Investment Manager has a
ZHOOGHȴQHGLQYHVWPHQWVWUDWHJ\
and process which is regularly and
rigorously reviewed by the Board.
The Board monitors the Company’s
investment performance against its
peer group over a range of periods.
Whilst the Company does not have
a benchmark, the Board measures
performance for reference purposes
against the TOPIX and High Yield
Indices. At each meeting, the Board
discusses the Japanese investment
environment. The Investment
Manager reports on the composition
of the portfolio, any recent sales
and purchases, and expectations of
dividend income.
The Company’s investment policy
states that no single holding will
represent more than 10 per cent. of
the Company’s Gross Assets at the
time of investment and the portfolio
is expected to have between 30 to
40 holdings although there is no
guarantee that this will be the case
and it may contain a lesser or greater
number of holdings at any time.
An investment management
FRQWUDFWLVLQSODFHZKLFKGHȴQHV
the duties and responsibilities of the
Investment Manager. Safeguards
include the provision to terminate
the Management Agreement with 6
months’ notice and in line with AIC
guidance, the Investment Manager’s
appointment is considered on an
annual basis.
16 CC Japan Income & Growth Trust plc16 CC Japan Income & Growth Trust plc
Principal Risks Mitigation Movement During the Year
Currency Risk
The Company’s investments are
denominated in Japanese Yen.
Changes in the Yen / Sterling
exchange rate may impact returns
and lead to a devaluation of the
Company’s assets when translated
into sterling.
Income is received from investee
companies in Yen. Exchange
UDWHȵXFWXDWLRQVFRXOGLPSDFW
distributable income available for
dividends.
The currency risk is explained to
shareholders in the prospectus and
the annual and interim reports. The
Board regularly reviews the level
of foreign currency exposure and
monitors forecast revenues. The
revenue forecast presented to the
board includes a Yen sensitivity
analysis.
The Company’s policy is not to
hedge against any foreign currency
movements. Income received from
investee companies is translated into
sterling on receipt.
The Company has built up a revenue
reserve and the Board regularly
reviews the net income available for
distribution using the Investment
Manager’s sensitivity analysis of
revenue estimates. The Company
also has a Special reserve available
for distribution in the event of
unforeseen revenue shortfall.
Currency risk increased in the year
under review as the Yen continued
to fall against the dollar and
sterling. This impacts the sterling
value of revenues received and
presents both opportunities and
threats to the portfolio.
6KDUHSULFHGRHVQRWUHȵHFW
underlying net asset value (“NAV”)
The market value of the Company’s
VKDUHVFDQȵXFWXDWHDQGPD\QRW
DOZD\VUHȵHFWWKHLUXQGHUO\LQJ
value. Returns achieved are reliant
primarily upon the performance
of the Company’s portfolio and
the Company may experience
ȵXFWXDWLRQVLQLWVRSHUDWLQJUHVXOWV
due to a number of factors. Such
variability may lead to volatility
in the trading price of the
Company’s shares, in excess of
levels acceptable to the Board or
shareholders.
The Board closely monitors the
Company’s share price relative to
NAV and the Company’s discount /
premium relative to their peer group,
and recognises the importance that
investors attach to the ordinary
VKDUHVQRWWUDGLQJDWDVLJQLȴFDQW
discount or premium to the
prevailing NAV.
Should the shares trade at a
VLJQLȴFDQWGLVFRXQWWRWKHSUHYDLOLQJ
NAV, the Board will consider whether
the Company should purchase its
own ordinary shares, pursuant to the
general authority renewed at each
AGM.
Conversely, the Board will issue new
Ordinary Shares should the shares
trade at a premium to their prevailing
NAV, pursuant to the general
authority renewed at each AGM.
Extensive marketing is carried out by
the Company’s Investment Manager,
Broker and a specialist PR company.
An investment research consultant
is engaged to provide independent
research for retail shareholders.
The share price continued to trade
at a discount during the year
under review despite improving
performance. In the uncertain
market environment, the discount is
in line with the peer group.
RISK AND RISK MANAGEMENT
continued
CC Japan Income & Growth Trust plc 17
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 17
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Principal Risks Mitigation Movement During the Year
Market Risk
Changes in the investment,
economic or political conditions
in Japan, and/or in the countries
in which the Company’s investee
companies operate could
VXEVWDQWLDOO\DQGDGYHUVHO\D΍HFW
the Company’s prospects.
In addition to changing economic
factors such as interest rates,
employment, industry conditions
and competition, unpredictable
factors such as natural disasters,
earthquakes and diplomatic events
may impact market risk.
Geopolitical instability in the region
may threaten global economic
growth and, consequently,
companies in the portfolio.
The Directors acknowledge that
market risk is inherent in the
investment process. The Company
PDLQWDLQVDGLYHUVLȴHGSRUWIROLR
of quoted investments. The Board
has imposed guidelines within its
investment policy to limit exposure
to individual holdings and limits the
level of gearing. Further information
RQȴQDQFLDOLQVWUXPHQWVDQGULVNFDQ
be found in note 16 to the Financial
Statements beginning on page 73.
In addition to regular market updates
from the Investment Manager and
reports at Board meetings, the Board
convenes more often during periods
of extreme volatility.
Japan (and Asia) have taken longer
to emerge from the Covid-19
restrictions than European and
American markets. However, the
Board is encouraged by the scope for
recovery as Japan emerges from the
pandemic.
The invasion of Ukraine, the
consequent escalation in energy
prices, rising interest rates, global
LQȵDWLRQDQGULVLQJJHRSROLWLFDO
tensions in Asia, have all led to a
more uncertain environment for
equity investments. The Manager’s
emphasis on companies which
can pay sustainable dividends has
helped alleviate the impact.
Excess leverage
The Company may use borrowings
to seek to enhance investment
returns. While this has the potential
to enhance investment returns in
rising markets, in falling markets
the impact could be detrimental to
performance.
An ability to gear is a unique
advantage of closed-end companies
and structural gearing is a clearly
stipulated component of the
Company’s investment policy.
This is highlighted in shareholder
communications.
Gearing is monitored and strict
restrictions on borrowings are
imposed: gearing continues to
operate within a limit of 25% of NAV
at the time of investment.
18 CC Japan Income & Growth Trust plc18 CC Japan Income & Growth Trust plc
RISK AND RISK MANAGEMENT
continued
Principal Risks Mitigation Movement During the Year
Underperforming key service
providers
The Company’s service providers
including the Investment Manager,
Depositary, the Custodian and the
Administrator could fail to provide
accurate timely information to the
Board.
External events, such as cyber-
crime, natural disasters or
pandemics may lead to business
interruption and mean service
providers are unable to meet their
contractual obligations.
The Board has appointed an
experienced independent
professional Investment Manager,
Depositary, Custodian and
Administrator.
All key service providers produce
annual internal control reports
for review by the Audit and Risk
Committee. These reviews include
consideration of their business
continuity plans and the associated
cyber security risks.
Service providers report on cyber
risk mitigation and management
at least annually, which includes
FRQȴUPDWLRQRIEXVLQHVVFRQWLQXLW\
capability in the event of a cyber-
attack. Penetration testing is carried
out by the Investment Manager
and key service providers at least
annually.
Emerging risk
ESG and Climate Change
Potential reputational damage from
non-compliance with regulations or
incorrect disclosures.
Climate change leads to additional
costs and risks for portfolio
companies.
7KH&RPSDQ\FRXOGVX΍HUDVD
result of increased investor demand
for products which promote ESG
investments.
The Company’s ESG Policy, which is
updated annually is published on
the Company’s website and the AIC
website.
The Company’s approach to ESG,
including the ESG factors that
are considered in the investment
process, such as climate change,
where they are relevant and
have a material impact on stock
performance, is included in the
Annual Report on pages 19 to
21. It also includes examples of
responsible engagement.
&RXSODQG&DUGL΍$VVHW0DQDJHPHQW
LLP (the Investment Manager) is
a signatory to the Principles of
Responsible Investment Initiative
(“PRI”) and reports annually according
to the PRI reporting framework. The
Investment Manager also complies
with the obligations of both the UK
Stewardship Code and the Japan
Stewardship Code.
Investment trusts are currently
exempt from the Task Force on
Climate-Related Financial Disclosures
(“TCFD”) disclosure, but the Board will
continue to monitor the situation.
Shareholders expect relevant ESG
factors and sustainability to be
taken into account in investment
decisions.
Climate change is impacting
operating conditions of portfolio
companies and their reporting
obligations.
CC Japan Income & Growth Trust plc 19
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 19
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(“ESG”)
The Board believes that ESG related issues can
D΍HFWERWKWKHSHUIRUPDQFHDQGVXVWDLQDELOLW\RI
an investment portfolio and that ESG factors can
be potential indicators of management quality and
operational performance. Companies with strong,
VXVWDLQDEOHSURȴOHVZLOOLWEHOLHYHVKDYHJUHDWHU
potential to grow and survive in all market conditions.
The Investment Manager is responsible for engagement
RQ(6*PDWWHUVDQGKDVDVWUXFWXUHG\HWȵH[LEOH
approach to incorporating ESG into the investment
process. Its fundamental, hands-on research approach
allows it to integrate seamlessly its responsible investing
H΍RUWVDORQJVLGHWKH&RPSDQ\ȇVLQYHVWPHQWVWUDWHJ\
LQDQH΍HFWLYHPDQQHUZKLFKWKH%RDUGEHOLHYHVZLOO
achieve the best long-term results for the Company’s
investors.
ESG Research
The Investment Manager considers whether ESG factors
are relevant and where they may have a material impact
on stock performance. The factors considered by the
Investment Manager vary by the industry and company
under review and may include the following:
Ȃ Environmental: Pollution, site management/
consideration, greenhouse gas emissions, climate
change, habitat protection, recycling, water
Ȃ Social: Human/employee rights, working conditions,
KHDOWKDQGVDIHW\ȴUPHPSOR\HHUHODWLRQVFKLOG
IRUFHGODERXUFRQȵLFW]RQHV
Ȃ Governance: Board composition, independence,
transparency, compensation and accountability,
shareholder rights and relations, cyber security,
protection of personal data, corruption.
The ESG factors are integrated into the Investment
Manager’s bottom-up investment process and these
LVVXHVDUHFRQVLGHUHGDORQJVLGHȴQDQFLDODQGVWUDWHJLF
issues during assessment and engagement with
companies. The ESG risks are qualitative factors rather
WKDQTXDQWLWDWLYHLQSXWVLQDȴQDQFLDOPRGHO
The investment team conducts its own research which
is complemented by data and research of third parties.
CCAM has engaged a third party ESG and climate data
provider, who provides ESG related metrics and analysis.
These reports are reviewed by the investment team
where available and assist them in identifying potential
areas for engagement with companies as it relates to
ESG factors. Third party reporting includes Corporate
ESG assessments, Climate Impact Reporting, Norms
Based Research, and EU Regulatory Reporting.
The Investment Manager has a policy that prohibits
investment in a list of companies that manufacture
FRQWURYHUVLDOZHDSRQVEXWGRHVQRWVSHFLȴFDOO\H[FOXGH
investment in industries or individual companies on
standardised ESG factors.
Engagement and Stewardship
A key component of the ESG process is engagement. The
ΖQYHVWPHQW0DQDJHUGHGLFDWHVDVLJQLȴFDQWDPRXQWRI
time and resource focusing on the ESG characteristics of
the companies in which the Investment Manager invests,
and monitoring is carried out through investment
reviews.
The strategy of the portfolio has an explicit focus on
improving relationships between corporate managers
and shareholders in Japan. Consequently, corporate
governance is a key point of discussion in every meeting
held with company management. The goal in each case
is to help the senior representatives of the company
develop not only an understanding of the role and
requirements of long-term shareholders but also the
realisation that their actions must be consistent with
mutually determined objectives.
7KHWHDPDW&RXSODQG&DUGL΍$VVHW0DQDJHPHQW//3
(“CCAM”) conducts over 300 meetings and calls a year
ZLWKWKHPDQDJHPHQWRIPDQ\GL΍HUHQWFRPSDQLHV
Engagement serves three main purposes as it relates to
ESG:
1. Due DiligenceȂHQJDJLQJZLWKFRPSDQLHVFRQGXFWLQJ
due diligence, and understanding potential risks and
opportunities relating to the investment.
2. EducationȂWKURXJKHQJDJHPHQWZLWKFRPSDQLHV
sharing best practices and providing insights into the
ESG practices of peers (e.g., disclosures, targets, and
benchmarking).
3. ActionȂHQJDJLQJZLWKFRPSDQLHVWRHQFRXUDJH
disclosures and target setting.
Although the Investment Manager does not seek to
agitate management through aggressive behaviour with
public disclosures or proposals, it does and will vote
on resolutions which it believes are consistent with the
future growth and development of the company.
Conversely, it will vote against those that do not and
would be prepared to sell the shareholding if this were
deemed to be the most appropriate course of action.
Japan Stewardship Code: The Investment Manager’s
commitment to the Japan Stewardship Code is
set out on its website:
KWWSVZZZFRXSODQGFDUGL΍FRPMDSDQVWHZDUGVKLSFRGH
UK Stewardship Code: The Investment Manager is a
signatory to the UK Stewardship Code and its statement
of compliance with the Code can be found on its
website:
KWWSVZZZFRXSODQGFDUGL΍FRPVWHZDUGVKLSFRGH
20 CC Japan Income & Growth Trust plc
APPROACH TO ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”)
continued
Principles of Responsible Investment (“PRI”): CCAM
became a signatory to the UN-supported Principles
for Responsible Investment (“PRI”) on 6 December
2018. The PRI is fast becoming a global standard for
investment managers’ ESG alignment. As a signatory to
the Principles, the Investment Manager publicly commits
to adopt and implement them, where consistent with
LWVȴGXFLDU\UHVSRQVLELOLWLHV7KH3ULQFLSOHVFDQEHIRXQG
here:
https://www.unpri.org/pri/what-are-the-principles-for-responsible-investment.
The Investment Manager also commits to evaluate the
H΍HFWLYHQHVVDQGLPSURYHWKHFRQWHQWRIWKH3ULQFLSOHV
over time. It believes this will improve its ability to meet
FRPPLWPHQWVWREHQHȴFLDULHVDVZHOODVEHWWHUDOLJQ
its investment activities with the broader interests
of society. CCAM reports annually to the PRI on the
ȴUPȇVUHVSRQVLEOHLQYHVWPHQWLQLWLDWLYHVDFWLYLWLHVDQG
achievements and seeks to meet the standards expected
by the PRI in doing so.
Company 1 – Online fashion retailer
'XULQJWKH\HDUZHLQYHVWHGLQWKLVFRPSDQ\IRUWKHȴUVWWLPH7KHFRPSDQ\ȇVIRXQGHU
was a charismatic individual whose leadership of the company did not meet our
standards of corporate governance. His departure in September 2019 has, in our opinion,
resulted in business initiatives and corporate governance more appropriate for a listed
FRPSDQ\7KHVKDUHKROGHUUHWXUQSROLF\QRZUHȵHFWVEHWWHUWKHUHTXLUHPHQWVRIPLQRULW\
shareholders and is consistent with the expectations we have consistently emphasised
LQRXUPHHWLQJVZLWKPDQDJHPHQW6LQFHLQYHVWLQJZHKDYHDOVRVRXJKWFODULȴFDWLRQ
on employment practices at the company’s warehouses given the issues and criticisms
of some of its peers. We consider poor labour practices as a key business risk which
PD\KDYHDGLUHFWȴQDQFLDOLPSDFWRQWKHLQYHVWPHQWRSSRUWXQLW\ΖQUHVSRQVHWRRXU
TXHULHVWKHFRPSDQ\KDVVWDWHGWKDWWKHUHKDYHEHHQQRLVVXHVLGHQWLȴHGGXULQJUHJXODU
inspections. We have regular dialogue with the management and will continue to seek
FRQȴUPDWLRQ
&RPSDQ\Ȃ'LYHUVLȴHGȴQDQFLDOVHUYLFHVFRPSDQ\
7KLVFRPSDQ\LVDGLYHUVLȴHGȴQDQFLDOKROGLQJFRPSDQ\ZKLFKKDVH[SHULHQFHGVWHDG\
improvement in its ESG ratings from third party providers by setting goals relating to
board composition, diversity, GHG emissions as well as investment in global renewable
energy sources and technology as a business service. However, it is also a leading
LQYHVWRULQDFRQVRUWLXPVHHNLQJWRGHYHORSWKHȴUVWLQWHJUDWHGUHVRUWLQFOXGLQJ
FDVLQRVLQ-DSDQ:HKDYHUHȵHFWHGRXUYLHZVRQWKHVRFLHWDOULVNVRIJDPEOLQJWRWKH
management and will continue to seek assurances that initiatives will be undertaken to
ensure that these will be minimised.
EXAMPLES OF ENGAGEMENT
CC Japan Income & Growth Trust plc 21
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 21
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Company 3 – Industrial Product Manufacturer
Following criticisms of the management by a large activist shareholder, we conducted
a direct conference call with top executives as well as the independent Director to seek
FODULȴFDWLRQRQWKHLVVXHVUDLVHG$OOHJDWLRQVLQFOXGHGWKHDFTXLVLWLRQRISURSHUWLHVIRU
WKHEHQHȴWRIWKHIRXQGLQJIDPLO\DQGWKHXVHRIFRPSDQ\UHVRXUFHVIRUSHUVRQDOEHQHȴW
which had happened some time ago. Whilst a detailed explanation was provided to justify
these transactions, which may have been acceptable based on corporate governance
standards at the time, we were disappointed in the subsequent responses we received
and also the attempts by the company to avoid some of the shareholder proposals at
the AGM. We believe that it is crucial that the board upholds the highest standards of
corporate governance and is responsive to the requirements of shareholders. Anything
less can be considered as an investment risk. As a result of this engagement, we sold our
shareholding.
22 CC Japan Income & Growth Trust plc22 CC Japan Income & Growth Trust plc
This section of the Annual Report covers the Board’s considerations and activities in discharging their duties under
VRIWKH&RPSDQLHV$FWLQSURPRWLQJWKHVXFFHVVRIWKH&RPSDQ\IRUWKHEHQHȴWRILWVPHPEHUVDVDZKROH
This statement includes consideration of the likely consequences of the decisions of the Board in the longer term,
how the Board has taken wider stakeholders’ needs into account and the impact of the Company’s operations on the
environment.
The Board, together with the Investment Manager, sets an overall investment strategy and reviews this on an ongoing
basis. In order to ensure good governance of the Company, the Board has set various limits on the investments in the
portfolio, including the size of individual holdings, investments in exchange traded funds, and the level of gearing. These
limits and guidelines are regularly monitored.
The Board is ultimately responsible for all stakeholder engagement. As an externally managed investment company,
WKH&RPSDQ\GRHVQRWKDYHDQ\HPSOR\HHVUDWKHULWHPSOR\VH[WHUQDOVXSSOLHUVWRIXOȴODUDQJHRIIXQFWLRQVLQFOXGLQJ
investment management, secretarial, administration, public relations (PR), corporate broking, depositary and banking
VHUYLFHVHWF$OOWKHVHVHUYLFHSURYLGHUVZKRDUHVWDNHKROGHUVLQWKH&RPSDQ\WKHPVHOYHVKHOSWKH%RDUGWRIXOȴOLWV
responsibility to engage with the Shareholders and other stakeholders.
7KH%RDUGKDVLGHQWLȴHGWKHPDMRUVWDNHKROGHUVLQWKH&RPSDQ\ȇVEXVLQHVV2QDQRQJRLQJEDVLVWKH%RDUGPRQLWRUV
both potential and actual impacts of the decisions it makes in respect of the Company upon those major stakeholders
LGHQWLȴHG
STAKEHOLDER ENGAGEMENT
CC Japan Income & Growth Trust plc 23
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 23
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Shareholders
The Board maintains an open dialogue
between Shareholders, the Investment
Manager and other service providers.
The Investment Manager along with the
Company’s corporate broker regularly
meets with the Company’s Shareholders
to provide Company updates and to
foster regular dialogue.
Feedback from meetings between the
Investment Manager and Shareholders is
communicated to the Board.
The investment objective of the Company
is to provide Shareholders with dividend
income combined with capital growth,
mainly through investment in equities
listed or quoted in Japan.
A fundamental consideration of the Board
is whether the investment objective
of the Company is continuing to meet
shareholder expectations.
The Board places great importance on
communication with all its shareholders
and maintaining an open dialogue with
them. The principal forum for this is
the Company’s Annual General Meeting
(“AGM”), where Shareholders have the
opportunity to meet with the Board and
the Investment Manager to raise any
questions and concerns.
The Board regularly monitors the
VKDUHKROGHUSURȴOHRIWKH&RPSDQ\
It aims to provide Shareholders with a
full understanding of the Company’s
activities and performance, and it reports
formally to Shareholders twice a year by
way of the Annual and Interim Reports.
This information is supplemented by the
Company’s daily publication of the NAV
per Share, routine ad hoc regulatory
announcements, monthly factsheets
and other information placed on the
manager’s website, including pre-
investment information, a key information
document (‘KID’), portfolio disclosures,
terms of reference and the Company’s
share price.
The Board has appointed a professional
PR company, Cornerstone, and an
independent research consultancy,
Kepler, to ensure that information and
news about the Company is regularly
available for existing and potential
Shareholders.
The Chairman and Directors are available
to meet with Shareholders with or without
either Brokers or the Investment Manager
present. During the year the Company’s
Broker and Investment Manager
held regular discussions with larger
Shareholders.
Feedback from shareholder engagement
is reported to the Board. Shareholders
wishing to contact the Chairman, or any
other member of the Board may do so
at any time by writing to the Company
Secretary (ukfundcosec@sannegroup.
com).
24 CC Japan Income & Growth Trust plc24 CC Japan Income & Growth Trust plc
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Shareholders
continued Additionally, the Investment Manager
along with the Company’s corporate
broker regularly meets with the
Company’s shareholders to provide
Company updates and to foster regular
dialogue. Feedback from meetings
between the Investment Manager and
Shareholders is communicated with the
Board.
The Company’s strategy is validated on a
triennial basis, with the last vote in March
2022, with 99.97% of shareholders voting
for the continuation of the Company. The
next continuation vote will be proposed at
the AGM in 2025.
The Board has declared a total dividend
for the 2022 year of 4.90p per Ordinary
Share, an increase of 3.16% on last year’s
full year distribution of 4.75p per Ordinary
Share, paid out of income received.
The dividend has risen every year since
inception.
STAKEHOLDER ENGAGEMENT
continued
CC Japan Income & Growth Trust plc 25
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 25
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Investment Manager
CCAM is the Company’s appointed
Investment Manager. The Investment
Manager is responsible for the
management of the Company’s portfolio
in accordance with the Company’s
investment policy and the terms of the
Investment Management Agreement.
The Investment Manager has also been
appointed as the Company’s AIFM
in accordance with the Alternative
Investment Fund Managers Directive
(“AIFMD”), for the purpose of providing
portfolio management and risk
management services to the Company.
The Board monitors the Company’s
investment performance in relation to
its objectives and investment policy and
strategy. The Board regularly assesses
the experience and resources of the
Investment Management team and
the commitment of the Investment
Manager to promote the Company, foster
Shareholder relations and to ensure that
the Company’s objective of providing
dividend income combined with capital
growth for its investors is met.
An open and active relationship is
maintained with the Investment
Manager, at Board meetings, and at
additional meetings which are held when
needed. Richard Aston has managed
the investment portfolio since launch in
December 2015.
During the volatile market environment
caused by the Ukraine war, increasing
HQHUJ\SULFHVDQGULVLQJJOREDOLQȵDWLRQ
the Board held a number of additional
ad hoc meetings with the Investment
Manager.
During the year under review the Board
has also received regular reports from
the marketing team at CCAM who are
responsible for marketing the Company.
The Management Engagement Committee
met during the year and unanimously
endorsed the continued appointment of
the Company’s Investment Manager.
26 CC Japan Income & Growth Trust plc26 CC Japan Income & Growth Trust plc
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Service Providers
As an externally managed investment
trust, the Company conducts all its
business through its key service providers.
Before the engagement of a service
provider, the Board ensures that the
Company’s business outlook as well as its
values are similar to those of the service
provider.
The Board has strong working
relationships with the Investment
Manager, Broker, Company Secretary,
Administrator and Depositary. The Board
receives internal control reports from
the service providers and the Investment
Manager.
The continuance, or otherwise, of the
engagement of the service providers are
reviewed by the Board on an annual basis
to ensure that the Company continues
to receive high quality service at a
competitive cost.
In maintaining the Company’s reputation
and high standards of business conduct,
the board is provided with regular reports
from the Company’s Broker and Company
Secretary. These alert the Board to
recent changes in regulation and market
practice, as well as any likely reputational
WKUHDWVZKLFKLQWXUQLQȵXHQFHWKH
board’s decision-making process. The
board also seeks annual assurance
from its service providers as regards
governance, including whistleblowing,
prevention of tax evasion and anti-bribery
policy and procedures.
During the year under review, the Fund
Services Division of PraxisIFM, the
Company’s Company Secretary was
acquired by Sanne Group plc, which was
subsequently acquired by Apex Group.
The Board have worked closely with the
Company Secretary to ensure continuity
of relationships, a smooth transition and
no interruption to the service.
STAKEHOLDER ENGAGEMENT
continued
CC Japan Income & Growth Trust plc 27
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 27
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Wider community and
environment
The Company and its appointed
professional suppliers keep abreast of
WKHUXOHVDQGUHJXODWLRQVD΍HFWLQJWKH
investment company sector.
The Investment Manager, CCAM, as
steward of the Company’s assets, engages
with investee companies to ensure high
standards of governance. The investment
strategy of the Company is predicated
upon the improving standards of
Shareholder governance in Japan and the
commitment of investee companies to act
in the interests of all stakeholders.
The Company Secretary and AIFM
regularly report to the Board any changes
in the regulatory environment. As an
Association of Investment Companies
(“AIC”) member, the Board draws on
their resources including the detailing of
regulatory changes.
The Company has articulated its policy
on ESG factors involved in the investment
decision making and evidence of
constructive engagement with investee
companies. See pages 19 to 21. The
Company has given shareholders the
option to receive electronic copies of
annual reports and other information.
The ESG policy is available on both the
Company’s website and the AIC’s website.
The Investment Manager is committed to
being a responsible investor and applies,
and is a signatory to, the United Nations
Principles for Responsible Investment
(PRI), which demonstrates its extensive
H΍RUWVLQWHUPVRI(6*LQWHJUDWLRQDFWLYH
ownership, investor collaboration and
transparency.
Following the introduction of the UK
Stewardship Code 2020 by the Financial
Reporting Council (FRC), the Manager
refreshed the explanation of its approach
to the stewardship of its clients’ assets.
This included the presentation of the
Investment Manager’s Stewardship
Approach and Policy. In 2022, the
Investment Manager’s report on the
Stewardship activities it undertook was
submitted to the FRC (Stewardship
Code Report). During the year, the FRC
FRQȴUPHGWKDWWKH0DQDJHUKDGPHW
the expected standard of reporting and
it was listed as a signatory to the UK
Stewardship Code 2020.
The Investment Manager is also
committed to the Principles of Japan’s
Stewardship Code. Further information
on CCAM’s approach to the principles and
guidance of the 2020 Japan Stewardship
Code can be found on their website:
ZZZFRXSODQGFDUGL΍FRPMDSDQVWHZDUGVKLSFRGH
28 CC Japan Income & Growth Trust plc28 CC Japan Income & Growth Trust plc
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Wider community and
environment
continued
The Board regularly reviews the
governance engagement reports setting
out the reasons why the Investment
Manager has voted against investee
company management recommendations
or against the recommendations of third-
party proxy advisors.
The Directors are cognisant of their duties laid out
under Section 172 of the Companies Act 2006 to
make decisions taking into account the long-term
consequences of all the Company’s key stakeholders and
UHȵHFWWKH%RDUGȇVEHOLHIWKDWWKHORQJWHUPVXVWDLQDEOH
success of the Company is linked directly to its key
stakeholders.
For and on behalf of the Board
Harry Wells
Chairman of the Board
23 January 2023
STAKEHOLDER ENGAGEMENT
continued
CC Japan Income & Growth Trust plc 29
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 29
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
HOLDINGS IN PORTFOLIO
AS AT 31 OCTOBER 2022
Company Sector
Market value
£’000
% of net
assets
Sumitomo Mitsui Financial Group Banks 10,702 5.3
Nippon Telegraph & Telephone Information & Communications 10,139 5.0
Mitsubishi UFJ Financial Group Banks 9,771 4.8
DIP Corporation Services 8,497 4.2
Sompo Holdings Insurance 8,294 4.1
Itochu Corp Wholesale 7,390 3.6
Softbank Corp Information & Communications 7,173 3.5
SBI Holdings Securities & Commodities 6,883 3.4
Tokio Marine Holdings Insurance 6,106 3.0
Hitachi Ltd Electrical Appliances 6,105 3.0
Noevir Chemicals 6,080 3.0
Toyota Transport Equipment 5,989 2.9
Shin-Etsu Chemical Chemicals 5,878 2.9
Asahi Holdings Nonferrous Metals 5,796 2.8
Socionext Electrical Appliances 5,519 2.7
Denso Transport Equipment 5,160 2.6
Carta Holdings Information & Communications 5,001 2.5
Nippon Gas Retail Trade 4,847 2.4
Nitto Denko Chemicals 4,774 2.3
Mitsubishi Wholesale 4,697 2.3
Tokyo Electron Electrical Appliances 4,602 2.3
Kyocera Electrical Appliances 4,334 2.1
Nippon Parking Real Estate 4,327 2.1
Intage Holdings Information & Communications 3,914 1.9
Open House Real Estate 3,854 1.9
Orix Other Financing Business 3,821 1.9
Tokyo Ohka Kogyo Chemicals 3,730 1.8
Technopro Holdings Services 3,601 1.8
Nintendo Other Products 3,537 1.7
Shoei Securities & Commodities 3,354 1.6
TRE Holdings Services 3,272 1.6
Kao Chemicals 3,259 1.6
GMO Internet Information & Communications 2,992 1.5
Murata Manufacturing Company Electrical Appliances 2,971 1.5
30 CC Japan Income & Growth Trust plc30 CC Japan Income & Growth Trust plc
Company Sector
Market value
£’000
% of net
assets
SB Technology Information & Communications 2,963 1.5
Zozo Retail Trade 2,947 1.4
%HQHȴW2QH Services 2,405 1.2
Industrial & Infrastructure Real Estate 2,286 1.1
Aoyama Zaisan Networks Real Estate 1,811 0.9
Fujitec Machinery 861 0.4
Total holdings 199,642 98.1
Other net assets 3,940 1.9
Net asset value 203,582 100.0
HOLDINGS IN PORTFOLIO
continued
CC Japan Income & Growth Trust plc 31
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 31
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Sector
% of
net assets
Information & Communications 15.9
Chemicals 11.6
Electrical Appliances 11.6
Banks 10.1
Services 8.8
Insurance 7.1
Real Estate 6.0
Wholesale 5.9
Transport Equipment 5.5
Securities & commodities 5.1
Other Sectors* 10.5
Other net assets 1.9
Total 100.0
* Other Sectors comprise of 5 sectors, which individually, is less than 5.1% each of the net assets.
TOP TEN CONTRACTS FOR DIFFERENCE (“CFDs”)
AS AT 31 OCTOBER 2022
Company Sector
Absolute
value
£’000
Absolute
value as a
% of
net assets
Market
value
£’000
Sumitomo Mitsui Financial Group Banks 2,140 1.1 123
Nippon Telegraph & Telephone Information & Communications 2,028 1.0 473
Mitsubishi UFJ Financial Group Banks 1,954 1.0 97
DIP Corporation Services 1,699 0.8 11
Sompo Holdings Insurance 1,659 0.8 326
Itochu Corp Wholesale 1,478 0.7 197
Softbank Corp Information & Communications 1,434 0.7 (32)
SBI Holdings Securities & Commodities 1,377 0.7 (162)
Tokio Marine Holdings Insurance 1,221 0.6 274
Hitachi Ltd Electrical Appliances 1,221 0.6 (9)
Top Ten 16,211 8.0 1,298
Other 23,715 11.6 (1,398)
Total 39,926 19.6 (100)
TOP TEN SECTORS
AS AT 31 OCTOBER 2022
32 CC Japan Income & Growth Trust plc32 CC Japan Income & Growth Trust plc
The Directors present their report and accounts for the
year ended 31 October 2022.
Strategic report
The Directors’ Report should be read in conjunction with
the Strategic Report on pages 2 to 31.
Corporate governance
The Corporate Governance Statement on pages 37 to 42
forms part of this report.
Legal and taxation status
The Company is an investment company within the
meaning of Section 833 of the Companies Act 2006. The
&RPSDQ\FRQGXFWVLWVD΍DLUVWRPHHWWKHUHTXLUHPHQWV
for approval as an investment trust under section 1158
of the Corporation Tax Act 2010. In the opinion of the
Directors, the Company has met the conditions and
requirements for approval as an investment trust for the
year ended 31 October 2022 and intends to continue to
do so.
Management
CCAM has been appointed as the Company’s Investment
Manager and Alternative Investment Fund Manager
(the “Investment Manager” or the “AIFM”). CCAM is
authorised and regulated by the Financial Conduct
Authority.
The Investment Management Agreement is subject to
not less than six months’ written notice. There is no
compensation payable on termination of the agreement.
The Investment Manager is entitled to remuneration
each month at a rate equivalent to one twelfth of 0.75%
of the Net Asset Value of the Company.
In accordance with the Directors’ policy on the allocation
of expenses between revenue and capital, 80% of the
management fee is charged to capital and the remaining
20% to revenue.
The Board reviews this policy on a periodic basis and
FRQȴUPVWKLVDOORFDWLRQUHPDLQVFRQVLVWHQWZLWKWKHLU
expectations of future returns from the portfolio.
Management engagement
The Board carefully reviewed the Investment Manager’s
DSSRLQWPHQWGXULQJWKH\HDU7KH'LUHFWRUVDUHVDWLVȴHG
that the Investment Manager has the suitable skills
and experience to manage the Company’s investments
and believes that the continuing appointment of the
Investment Manager is in the interests of Shareholders
as a whole. Since inception, the Company has met
its objectives set out in the prospectus in relation to
the annual dividend, which has risen every year since
inception.
Alternative Investment Fund Managers Directive
(“AIFMD”)
In accordance with the AIFMD, the Company has
appointed CCAM as its Alternative Investment Fund
Manager (“AIFM”). The AIFM must ensure that an annual
report containing certain information on the Company is
PDGHDYDLODEOHWRLQYHVWRUVIRUHDFKȴQDQFLDO\HDU7KH
FCA Investment Funds Sourcebook (the “Sourcebook”)
details the requirements of the annual report. All the
information required by those rules is included in this
Annual Report or will be made available on the AIFM’s
website:
(www.ccjapanincomeandgrowthtrust.com/ccji-documents/report-accounts).
The AIFM is required to make certain disclosures on its
remuneration in respect of the AIFM’s relevant reporting
period which is the year ended 31 December 2021.
These disclosures are available on the AIFM’s website
ZZZFRXSODQGFDUGL΍FRPDLIPUHPXQHUDWLRQGLVFORVXUH
or are available on request from the AIFM.
Leverage (under AIFMD)
The AIFM is required to set leverage limits as a
percentage of net assets for the Company utilising
methods prescribed under AIFMD. These methods
are known as the gross method and the commitment
method. Under both methods the AIFM has set current
maximum limits of leverage for the Company of 200%.
A leverage percentage of 100% equates to nil leverage.
The Company’s leverage under each of these methods at
its year end is shown below:
Gross
method
Commitment
method
Maximum leverage
limit 200% 200%
Actual leverage at
31 October 2022 119% 118%
Dividend policy
The Company intends to pay dividends on a semi-annual
basis, with dividends normally declared in January/
February and June and paid in March and July/August
in each year, and to grow the dividend over time. The
semi-annual dividends will not necessarily be of equal
amounts.
In accordance with regulation 19 of the Investment
Trust (Approved Company) (Tax) Regulations 2011, the
Company will not (except to the extent permitted by
those regulations) retain more than 15% of its income
(as calculated for UK tax purposes) in respect of an
accounting year.
In order to increase the distributable reserves available
to facilitate the payment of future dividends, the amount
DIRECTORS’ REPORT
CC Japan Income & Growth Trust plc 33
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 33
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
standing to the credit of the share premium account
of the Company immediately following completion of
WKHȴUVWLVVXHRI2UGLQDU\6KDUHVRQ'HFHPEHU
was cancelled and transferred to a special distributable
reserve. The Company may, at the discretion of the
Board, pay all or part of any future dividends out of this
special distributable reserve, taking into account the
Company’s investment objective.
Dividends will normally be funded through distributions
from portfolio companies including dividends and other
distributions, taking account of share buybacks by
portfolio companies.
The Company declared an interim dividend of 1.40p per
2UGLQDU\6KDUHLQ-XQHZKLFKZDVSDLGRQb$XJXVW
2022. On 20 January 2023, the Company declared a
second interim dividend in respect of the year ended
b2FWREHURI3.50p per Ordinary Share, which,
will be paid on 3 March 2023, to Shareholders on the
register at 3 February 2023.
General authority to issue shares
A general authority to issue up to 13,473,061 Ordinary
Shares and to disapply pre-emption rights when issuing
those shares was granted at the Company’s last Annual
General Meeting. This authority will expire at the time of
the Annual General Meeting to be held in March 2023.
During the year ended 31 October 2022, the Company
did not utilise its authority to issue shares. However,
the Board recommends that the Company is granted a
new authority to issue up to a maximum of 13,473,061
Ordinary Shares (representing approximately 10% of
the shares in issue at the date of this document) and
to disapply pre-emption rights when issuing those
2UGLQDU\6KDUHV5HVROXWLRQVWRWKLVH΍HFWZLOOEHSXWWR
Shareholders at the Annual General Meeting.
Any Ordinary Share issues will be issued at a premium to
(cum income) Net Asset Value.
Treasury shares
The Companies Act allows companies to hold shares
acquired by way of market purchases to be held as
treasury shares, rather than having to cancel them. This
would give the Company the ability to re-issue Ordinary
6KDUHVTXLFNO\DQGFRVWH΍HFWLYHO\WKHUHE\LPSURYLQJ
liquidity and providing the Company with additional
ȵH[LELOLW\LQWKHPDQDJHPHQWRILWVFDSLWDOEDVH1R
Ordinary Shares will be sold from treasury at a price
less than the (cum income) Net Asset Value per existing
Ordinary Share at the time of their sale unless they are
ȴUVWR΍HUHGSURUDWDWRH[LVWLQJ6KDUHKROGHUV
No Ordinary Shares were bought back during the year
ended 31 October 2022 and no Ordinary Shares are
currently held in treasury.
Discount management
The Directors recognise the importance to existing
Shareholders of the Ordinary Shares not trading at a
VLJQLȴFDQWGLVFRXQWWRWKHLUSUHYDLOLQJ1$97RWKHH[WHQW
WKDWWKH2UGLQDU\6KDUHVWUDGHDWDVLJQLȴFDQWGLVFRXQW
to their prevailing NAV, the Board will consider whether,
in the light of the prevailing circumstances, the Company
should purchase its own Ordinary Shares, whether
pursuant to the general authority referred to below or
SXUVXDQWWRWHQGHUR΍HUVPDGHRQDSSURSULDWHWHUPV
There is, however, no guarantee or assurance that any
discount control mechanisms proposed by the Board
will reduce any discount.
The Directors currently have the authority to make
market purchases of up to 20,196,118 Ordinary Shares.
The maximum price (exclusive of expenses) which may
be paid for an Ordinary Share must not be more than
the higher of: (i) 5 per cent. above the average of the
PLGPDUNHWYDOXHVRIWKH2UGLQDU\6KDUHVIRUWKHȴYH
Business Days before the purchase is made: or (ii) the
higher of the price of the last independent trade and
the highest current independent bid for the Ordinary
Shares. Ordinary Shares will be repurchased only at
prices below the prevailing NAV per Ordinary Share,
ZKLFKVKRXOGKDYHWKHH΍HFWRILQFUHDVLQJWKH1$9SHU
Ordinary Share for remaining shareholders.
It is intended that a renewal of the authority to make
market purchases will be sought from Shareholders at
each Annual General Meeting of the Company and such
a resolution will put forward at the forthcoming Annual
General Meeting. Purchases of Ordinary Shares will be
made within guidelines to be established from time to
time by the Board. Any purchase of Ordinary Shares
would be made only out of the available cash resources
of the Company and when shares are trading at a price
that is below the then prevailing NAV per Ordinary
shares. Ordinary Shares purchased by the Company
may be held in treasury or cancelled.
Purchases of Ordinary Shares may be made only in
accordance with the Companies Act, the Listing Rules
and the Disclosure Guidance and Transparency Rules.
Life of the Company
7KH&RPSDQ\KDVQRȴ[HGOLIHEXWSXUVXDQWWRWKH
Articles, an ordinary resolution for the continuation of
the Company will be proposed at the Annual General
Meeting every three years. The last vote was in March
2022, with 99.97% of shareholders voting for the
continuation of the Company. The next continuation
vote will be proposed at the AGM to be held in 2025.
Upon any such resolution not being passed, within 90
GD\VSURSRVDOVZLOOEHSXWIRUZDUGWRWKHH΍HFWWKDWWKH
Company be wound up, liquidated, reconstructed or
unitised.
34 CC Japan Income & Growth Trust plc34 CC Japan Income & Growth Trust plc
Market information
The Company’s share capital is admitted to the premium
OLVWLQJVHJPHQWRIWKH2ɝFLDO/LVWRIWKH)LQDQFLDO
Conduct Authority and admitted to trading on the
London Stock Exchange. The NAV per share is calculated
in sterling for each business day that the London Stock
Exchange is open for business. The daily NAV per share
is published through a regulatory information service.
Bank overdraft facility
The Company has a bank overdraft facility with The
Northern Trust Company. Under the terms of the
facility a maximum of £12 million, or the equivalent in
Japanese Yen, can be drawn down. As at the year end,
the equivalent of £1,903,000 (2021: £2,936,000) of the
overdraft facility has been utilised on the Japanese yen
bank account.
Derivatives
The Company may utilise long only contracts for
GL΍HUHQFHRUHTXLW\VZDSVIRUJHDULQJDQGHɝFLHQW
portfolio management purposes. Where the Company
uses such instruments, it takes a credit risk with regard
to the parties with whom it trades and may also bear the
risk of settlement default.
As at 31 October 2022, the Company held contracts for
GL΍HUHQFHZLWKDQDEVROXWHH[SRVXUHRIe
(2021: £44,055,000).
Financial instruments
7KHȴQDQFLDOLQVWUXPHQWVRIWKH&RPSDQ\JHQHUDWH
liquidity risk, credit risk and market risk. An explanation
of these risks and how they are managed; and the policy
DQGSUDFWLFHZLWKUHJDUGWRȴQDQFLDOLQVWUXPHQWVDUH
FRQWDLQHGLQQRWHRIWKHȴQDQFLDOVWDWHPHQWV
Depositary and custodian
7KHGHSRVLWDU\RIWKH&RPSDQ\KDVFKDQJHGZLWKH΍HFW
from 27 November 2021. The depositary is the entity we
are required by regulation to appoint to carry out certain
services in relation to the Company, namely, safekeeping
of the assets, cash monitoring and regulatory oversight.
The depositary of the Company was Northern Trust
Global Services SE, UK branch (“NTGS-UK”). NTGS-UK
is the UK branch of Northern Trust Global Services SE,
which is a bank established in Luxembourg, and was
permitted to provide trustee and depositary services
into the UK by virtue of having extra permissions in the
UK.
As a consequence of the UK’s decision to leave the
(XURSHDQ8QLRQKRZHYHUWKH8.ȴQDQFLDOVHUYLFHV
regulator which regulates NTGS-UK, the Financial
Conduct Authority (“FCA”), has provided that UK
branches of EU banks are no longer able to provide
trustee and depositary services into the UK and those
services have to be provided from a UK incorporated
FRPSDQ\7KH)&$KDVSURYLGHGDJUDFHSHULRGIRUȴUPV
to implement the new rules which came into force on 1
January 2021.
In order to comply with the new rules, Northern Trust
has established Northern Trust Investor Services Limited
(“NTISL”) to be the new trustee and depositary. NTISL
is a company established in England and Wales and is
authorised by the FCA to be a trustee and depositary.
NTISL provides the same services as NTGS-UK, with the
same processes and procedures in place. The change of
depositary took place on 27 November 2021.
Company Secretary and administrator
Apex Listed Companies Services (UK) Limited provide
company secretarial and administration services to the
Company, including calculation of its daily Net Asset
Value. Sanne Group acquired the PraxisIFM Funds
Business in December 2021 and Sanne Group was
subsequently acquired by the Apex Group in August
2022. However, the personnel servicing the Company’s
business remain largely unchanged including the
continuing appointment of the Company Secretary.
Capital structure and voting rights
$WWKHȴQDQFLDO\HDUHQGWKH&RPSDQ\ȇVLVVXHGVKDUH
capital comprised 134,730,610 Ordinary Shares of 1p
nominal value. Each Ordinary Share held entitles the
holder to one vote. All shares carry equal voting rights
and there are no restrictions on those voting rights.
Voting deadlines are stated in the Notice of Annual
General Meeting and Form of Proxy and are in
accordance with the Companies Act 2006.
There are no restrictions on the transfer of Ordinary
Shares, nor are there any limitations or special rights
associated with the Ordinary Shares.
A General Meeting was held on 15 February 2021 to
approve the 1 for 5 Bonus Issue of the TSS. Following
admission of the TSS on 18 February 2021 there were
26,946,122 TSS in issue. TSS holders are not entitled to
attend or vote at meetings of Shareholders.
DIRECTORS’ REPORT continued
CC Japan Income & Growth Trust plc 35
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 35
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
6LJQLȴFDQW6KDUHKROGHUV
As at 31 October 2022, the Directors have been formally
QRWLȴHGRIWKHIROORZLQJVKDUHKROGLQJVFRPSULVLQJ
or more of the issued share capital of the Company in
accordance with DTR 5 (The Disclosure and Guidance
Transparency Directive):
6LJQLȴFDQW6KDUHKROGHUV Holding %
1607 Capital Partners LLC 25,319,623 18.79
Rathbone Investment
Management Ltd 13,404,704 9.95
City of London Investment
Management Company
Limited 6,589,431 4.89
Close Asset Management
Limited 6,778,757 5.03
WM Thomson 6,454,660 4.79
Charles Stanley Group PLC 5,689,763 4.22
J M Finn Nominees Limited 5,455,300 4.05
Brooks Macdonald Asset
Management Limited 4,725,154 3.51
6LQFHWKH\HDUHQGWKH&RPSDQ\KDVEHHQQRWLȴHGRI
one change to the above shareholdings, being 1607
Capital Partners LLC, who have sold 2,429,241 Ordinary
Shares, resulting in a holding of 16.99% of the issued
share capital of the Company.
Settlement of ordinary share transactions
Settlement of Ordinary Share transactions in the
Company are settled by the CREST share settlement
system.
Political donations
The Company does not make political donations.
Notice of general meetings
For the Annual General Meeting at least twenty-one
days’ notice shall be given to all the members and to
the auditors. All other general meetings shall also be
convened by not less than twenty-one days’ notice to all
those members and to the auditors. A special resolution
will be proposed at the Annual General Meeting to
renew the authority to reduce the period of notice for
General Meetings to fourteen days. Reduced notice will
be used only under exceptional circumstances.
Going concern
The Directors have adopted the going concern basis in
preparing the accounts. The following is a summary of
the Directors’ assessment of the going concern status of
the Company, which should be read in conjunction with
the Viability Statement on pages 12 and 13.
The Company’s ability to continue as a going concern for
the period assessed by the Directors, being the period
to 31 January 2024 which is at least 12 months from the
GDWHWKHȴQDQFLDOVWDWHPHQWVZHUHDXWKRULVHGIRULVVXH
This assessment took account of the war in Ukraine and
the ongoing impact of the Covid-19 pandemic. These
uncertainties have created supply chain disruption and
H[DFHUEDWHGLQȵDWLRQDU\SUHVVXUHVZRUOGZLGH7KH
Company’s principal risks are market-related and the
current extreme market conditions have demonstrated
the resilience of the Company and its investment
objective and policy. An explanation of the market,
liquidity and credit risks and how they are managed is
contained in note 16WRWKHȴQDQFLDOVWDWHPHQWV
In reaching this conclusion, the Directors have also
considered the liquidity of the Company’s portfolio
of investments as well as its cash position, income,
DQGH[SHQVHȵRZV7KH&RPSDQ\ȇVQHWDVVHWVDVDW
October 2022 were £203.6 million (2021: £222.9 million).
As at 31 October 2022, the Company held £199.6 million
in quoted investments (2021: £220.3 million) and had
cash of £1.4 million (2021: £0.05 million overdraft). The
WRWDOH[SHQVHVH[FOXGLQJȴQDQFHFRVWVDQGWD[DWLRQ
for the year ended 31 October 2022 were £2.3 million
(2021: £2.2 million), which represented approximately
1.06% (2021: 1.05%) of average net assets during the
year. At the date of approval of this report, based on the
aggregate of investments and cash held, the Company
has substantial operating expenses cover.
The Directors have fully considered and assessed the
Company’s portfolio of investments. A prolonged and
deep market decline could lead to falling values to the
LQYHVWPHQWVRULQWHUUXSWLRQVWRFDVKȵRZ+RZHYHUWKH
&RPSDQ\FXUUHQWO\KDVPRUHWKDQVXɝFLHQWOLTXLGLW\
available to meet future obligations.
In accordance with the Company’s Articles of
Association, shareholders have the right to vote on the
continuation of the Company as an investment trust
HYHU\WKUHH\HDUVDQGDUHVROXWLRQWRWKDWH΍HFWZDVODVW
approved at the AGM on 22 March 2022.
Appointment and replacement of Directors
The rules governing the appointment and replacement
of Directors are contained in the Company’s Articles of
Association which requires that Board members retire at
every third AGM after appointment. However, the Board
has agreed that all Directors will be subject to annual
re-election.
36 CC Japan Income & Growth Trust plc36 CC Japan Income & Growth Trust plc
If a Board member does not put themselves forward
for re-election at the Annual General Meeting, or the
resolution to re-elect them to the Board fails, they will
step down. Furthermore, the Board may determine that
a Board member may decide to step down at any time.
No Board member is subject to compensation for loss of
RɝFH
Articles of Association
Any amendment of the Company’s Articles of
Association requires shareholder approval.
Directors’ indemnities
Details on the Directors’ indemnities in place are
provided in the Directors’ Remuneration Implementation
Report.
Auditor information
Each of the Directors at the date of the approval of this
UHSRUWFRQȴUPVWKDW
(i) so far as the Director is aware, there is no relevant
audit information of which the Company’s auditor is
unaware; and
(ii) the Director has taken all steps that they ought to
have taken as Director to make themself aware of
any relevant information and to establish that the
Company’s auditor is aware of that information.
7KLVFRQȴUPDWLRQLVJLYHQDQGVKRXOGEHLQWHUSUHWHG
in accordance with the provisions of Section 418 of the
Companies Act 2006.
In accordance with Section 489 of the Companies Act
2006, a resolution to re-appoint Ernst & Young LLP
as the Company’s auditor will be put forward at the
forthcoming Annual General Meeting.
Future trends
'HWDLOVRIWKHPDLQWUHQGVDQGIDFWRUVOLNHO\WRD΍HFW
the future development, performance and position of
the Company’s business can be found in the Investment
Manager’s Report section of this Strategic Report on
pages 8 and 9)XUWKHUGHWDLOVDVWRWKHULVNVD΍HFWLQJ
the Company are set out in the ‘Principal and Emerging
Risks and Uncertainties’ on pages 14 to 18.
Annual General Meeting
The Company’s forthcoming AGM will be held at
12 p.m. on 1 March 2023. The Notice of the AGM can
be found on pages 89 and 90 of this Annual Report and
downloaded from the website.
By order of the Board
Ciara McKillop
For and on behalf of
Apex Listed Companies Services (UK) Limited
Company Secretary
23 January 2023
DIRECTORS’ REPORT continued
CC Japan Income & Growth Trust plc 37
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 37
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Introduction
The Listing Rules and the Disclosure Guidance and
Transparency Rules of the UK Listing Authority (“Listing
Rules”) require listed companies to disclose how they
have applied the principles and complied with the
provisions of The UK Corporate Governance Code 2018
(the “UK Code”), as issued by the Financial Reporting
Council (“FRC”). The UK Code can be viewed on the FRC’s
website.
The Board of the Company has considered the Principles
and Provisions of the 2019 Association of Investment
Companies Code of Corporate Governance (the “AIC
Code”). The AIC Code addresses the Principles and
Provisions set out in the UK Code, as well as setting
RXWDGGLWLRQDO3URYLVLRQVRQLVVXHVWKDWDUHRIVSHFLȴF
relevance to the Company, as an investment trust.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation of how
the AIC Code adapts the Principles and Provisions
set out in the UK Code to make them relevant for
investment companies.
The Board considers that reporting against the
Principles and Provisions of the AIC Code, which has
been endorsed by the FRC, provides more relevant
information to shareholders. AIC members who report
against the AIC Code fully meet their obligations under
the UK Code and the related disclosure requirements
contained in the Listing Rules.
'XULQJWKHȴQDQFLDO\HDUHQGHG2FWREHUWKH
Company has complied with the recommendations
of the AIC Code and the relevant provisions of The UK
Corporate Governance Code, except as set out below.
The UK Corporate Governance Code includes provisions
relating to:
(i) the role of the chief executive;
(ii) executive Directors’ remuneration; and
(iii) the need for an internal audit function.
The Board considers that these provisions are not
relevant to this externally managed investment
company. The Company has no employees and the day-
to-day management and administrative functions are
outsourced to third parties.
The Board of Directors
$VDW2FWREHUWKH&RPSDQ\KDGȴYHQRQ
executive Directors including the Chairman, comprising
three male (60%) and two female (40%) directors. On
1 February 2022, June Aitken and Craig Cleland joined
the Board, bringing with them a wealth of experience
and skills.
Biographical details can be found on pages 37 and
38. As part of the recruitment process, the Board was
mindful of the Company’s policy on diversity which
is contained in the Corporate Governance statement
(see pages 39 and 40).
John Scott who had served as a Non-Executive Director
since the launch of the Company in December
2015, retired from the Board during the year, at the
Company’s AGM on 22 March 2022.
Peter Wolton is the Senior Independent Director and
Kate Cornish-Bowden is the Audit and Risk Committee
Chair.
All Directors, including the Chairman, Harry Wells are
regarded as independent of the Company’s Investment
Manager.
The Board believes that during the year ended
b2FWREHULWVFRPSRVLWLRQZDVDSSURSULDWHIRUDQ
investment company of the Company’s nature, meeting
both gender and ethnic diversity guidelines. Further
information can be found on page 40.
$OORIWKH'LUHFWRUVDUHDEOHWRDOORFDWHVXɝFLHQWWLPH
to the Company to discharge their responsibilities
H΍HFWLYHO\
The Directors have a broad range of relevant experience
to meet the Company’s requirements and their
biographies are given below:
Harry Wells (Chairman)
Harry has over 45 years’ experience of investment
markets, primarily as an institutional stockbroker
VSHFLDOLVLQJLQWKH$VLD3DFLȴFUHJLRQEDVHGLQ/RQGRQ
and Hong Kong, latterly as a Managing Director
of Salomon Smith Barney. Harry has extensive
investment trust experience previously serving as a
non-executive Director and Chairman of both Martin
Currie Asia Unconstrained Investment Trust PLC and
The Establishment Investment Trust PLC. Harry holds an
MA degree in Land Economy from Cambridge University
and is a Fellow of the Chartered Institute for Securities
and Investment and a Member of the Royal Institution of
Chartered Surveyors.
Kate Cornish-Bowden (Director and Chair of the Audit
and Risk Committee)
Kate worked for Morgan Stanley Investment
Management for 12 years, where she was a Managing
Director and head of Morgan Stanley Investment
Management’s Global Core Equity business. Prior
to joining Morgan Stanley, Kate worked for M&G
Investment Management as a research analyst. Kate
is a non-executive Director and Chair of International
Biotechnology Trust plc, non-executive Director and
Senior Independent Director of Schroder Oriental
Income Fund Limited and a non- executive Director of
Finsbury Growth & Income Trust plc. Kate was formerly
CORPORATE GOVERNANCE
38 CC Japan Income & Growth Trust plc38 CC Japan Income & Growth Trust plc
the Chair of the Audit Committee of Calculus VCT plc.
Kate is an Associate of the Institute of Investment
Management and Research (formerly AIMR, now
Chartered Financial Analyst Institute)’ holds a Master’s in
Business Administration (MBA), and has completed the
Financial Times Non-Executive Director Diploma. She is
also a Mentor for The Prince’s Trust.
Peter Wolton (Senior Independent Director)
Peter has wide experience of Japan and the investment
trust sector. He was resident in Tokyo from 1994 to
1998 where he was responsible for Schroders’ asset
management activities and, from 1996, Schroders’
Country Head. He is a former Director of Dunedin
Income Growth Investment Trust plc, TR Property
Investment Trust plc and Schroder Japan Growth Fund
plc. He commenced his career with Savills, qualifying as
a Chartered Surveyor in 1980. From 1983 until 2001 he
worked for Schroders, specialising in the management
of UK equity portfolios for pension funds and charities
until 1993 when he was transferred to Japan. From 1998
to 2001 he headed Schroders’ global retail businesses
DQGIURPWRZDV&KLHI([HFXWLYH2ɝFHURI
the Investment Management Group of Baring Asset
Management. Peter has degrees in Land Economy from
Cambridge University and Contextual Theology from
Middlesex University.
June Aitken (Director)
June has over 30 years of experience in Asian and
emerging equity markets, and held numerous senior
roles at HSBC Bank plc, London and at UBS AG. June is
a non-executive director of JP Morgan Asia Growth and
Income plc, Greengage Global Holding, BBGI Global
Infrastructure S.A., and Schroder Income Growth
Fund plc. She is also Chair of PEAL Capital Partners UK
Limited.
June was previously on the board of HSBC Bank Japan,
$TXDULXV)XQGDQ$VLDQȴ[HGLQFRPHIXQG$XVWUDOLDQ
Securities Exchange listed Emerging Markets Masters
Fund and the Asian Masters Fund Limited, Erudine
+ROGLQJV/WGDȴQDQFLDOVRIWZDUHFRQVXOWDQF\ȴUP
and the Shepherds Bush Housing Group. She was a
founding partner and investor of Osmosis Investment
Management LLP. June holds a degree in Politics,
Philosophy and Economics from Oxford University and is
a member of the Chartered Banker Institute.
Craig Cleland (Director)
Craig has over 35 years of investment trust and fund
management experience. Since 2013, he has been Head
of Corporate Development: Investment Trusts (on a
part-time basis) at CQS (UK) LLP, a multi-asset asset
PDQDJHPHQWȴUPLQ/RQGRQEXVLQHVVZLWKDIRFXVRQ
credit markets. He is also a Non-Executive Director of
Invesco Select Trust plc and BlackRock Latin American
Investment Trust. Craig also served as a member of the
AIC Technical Committee for 10 years and is an Associate
of the Institute of Bankers in Scotland. Craig was a
Managing Director at JPMorgan Asset Management (UK)
Limited as a Client Director of their investment trust
business. He was also Director and Senior Company
Secretary at Fleming Investment Trust Management,
transferring to JPMorgan Chase after the acquisition of
Robert Fleming Holdings Limited.
Responsibilities of the Chairman, the Board, and
its Committees
The Chairman leads the Board and is responsible for
LWVRYHUDOOH΍HFWLYHQHVVLQGLUHFWLQJWKHD΍DLUVRIWKH
Company. The Company has adopted a document
setting out the responsibilities of the Chairman.
Tenure, Independence and Succession
Generally, Directors are initially appointed by the
Board, until the following AGM when, as required by
the Company’s Articles of Association, they will stand
for election by Shareholders. All Directors will stand for
annual re-election on a voluntary basis.
7KH%RDUGUHFRJQLVHVWKHEHQHȴWVWRWKH&RPSDQ\
of having longer serving Directors together with
progressive refreshment of the Board. The Board does
not believe that length of service in itself necessarily
GLVTXDOLȴHVD'LUHFWRUIURPDFWLQJLQGHSHQGHQWO\
However, the Board will take into account the
requirements of the AIC Code when making a
recommendation for a Director’s reappointment.
Accordingly, the Board may decide to recommend
a director with more than nine years’ service for re-
election at the Company’s AGM. In order to ensure
continuity, the Board has adopted corporate governance
best practice and has a succession plan in place that
allows for gradual refreshment.
No Director of the Company has served for nine years
or more and all Directors remain independent of the
Company’s Investment Manager. However, the Board
is mindful that two of the Board members would reach
their ninth anniversary simultaneously on 10 November
2024.
Following the decision of John Scott to retire at
the March 2022 AGM, and in accordance with the
succession plan, the Board began a recruitment
process and engaged the services of recruitment
specialists, Cornforth Consulting. Cornforth Consulting
is independent of both the Company and individual
directors. Following an extensive search and thorough
interview and selection process, the Nomination
Committee recommended June Aitken and Craig Cleland
to the Board. The Board subsequently appointed June
$LWNHQDQG&UDLJ&OHODQGZLWKH΍HFWIURP)HEUXDU\
2022.
CORPORATE GOVERNANCE continued
CC Japan Income & Growth Trust plc 39
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 39
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Subject to re-election by Shareholders at this year’s
AGM and in accordance with the Company’s succession
plan, the Chairman will retire at the AGM in March
2024, having served since launch. It is also the intention
that Peter Wolton, Senior Independent Director, also
appointed at launch, will retire before the end of 2023.
The Board intends to initiate a recruitment process
DVSDUWRILWVRQJRLQJVXFFHVVLRQH΍RUWDQGDVHDUFK
consultant will be appointed during 2023 to identify a
new candidate for the Board with complementary skills.
During the selection process, the Board will consider the
EHQHȴWVRIGLYHUVLW\LQFOXGLQJJHQGHUDQGHWKQLFLW\7KDW
said, the Board’s position is to appoint candidates based
on merit and appropriate experience.
Induction and Training and Performance
Appraisal
On appointment, each Director receives a complete
induction programme including the opportunity to
meet with the Investment manager and other service
providers. The Directors receive other relevant training
as necessary.
$SROLF\RILQVXUDQFHDJDLQVW'LUHFWRUVȇDQG2ɝFHUVȇ
liabilities is maintained by the Company.
A procedure has been adopted for Directors, in the
furtherance of their duties, to take independent
professional advice at the expense of the Company.
Copies of the Directors’ appointment letters are
available on request from the Company Secretary.
Board committees
Audit and Risk Committee
A report on pages 48 to 50 provides details of the role
and composition of the Audit and Risk Committee
together with a description of the work of the Audit
Committee in discharging its responsibilities.
Management Engagement Committee
The Company has a Management Engagement
Committee which is chaired by the Chairman of the
Company, Harry Wells, and consists of all the Directors.
The Management Engagement Committee’s principal
duties are to consider the terms of appointment
of the Investment Manager and to review annually
the appointment and the terms of the Investment
Management Agreement. The Management Engagement
Committee also reviews the continued appointment and
performance of the Company’s other service providers.
Nomination Committee
The Company also has a Nomination Committee which
is chaired by the Chairman of the Company, Harry Wells.
The Nomination Committee is responsible for identifying
DQGSURSRVLQJFDQGLGDWHVIRUWKHRɝFHRI'LUHFWRU
of the Company. The Nomination Committee also
considers and reviews the fees payable to the Directors
and makes recommendations regarding such fees to the
Board.
The terms of reference for these committees can be
found on the Company’s website:
https://www.ccjapanincomeandgrowthtrust.com/ccji-
documents/prospectus-terms-of-reference-disclosures
Board diversity
The Company’s policy is that the Board should have
an appropriate level of diversity in the boardroom,
taking into account relevant skills, experience, gender,
social and ethnic backgrounds, cognitive and personal
strengths. Brief biographies of the Directors are shown
on pages 37 and 38. The policy is to ensure that the
Company’s Directors bring a wide range of knowledge,
experience skills, backgrounds and perspectives to the
Board. There will be no discrimination on the grounds
of gender, religion, race, ethnicity, sexual orientation,
age or physical ability. The overriding aim of the policy
is to ensure that the Board is composed of the best
FRPELQDWLRQRISHRSOHIRUHQVXULQJH΍HFWLYHRYHUVLJKW
of the Company and constructive support and challenge
to the Investment Manager. Consideration is given to
the recommendations of the AIC Code and the Board
supports the recommendations of the Hampton
Alexander Review.
The Board appraises its collective set of cognitive and
personal strengths, independence and diversity on an
annual basis, and especially during the recruitment
process, so as to ensure it is aligned with the Company’s
strategic priorities. The performance appraisal process
is described below. The Board believes its composition is
appropriate for the Company’s circumstances. However,
in line with the Board’s succession planning and tenure
policy, or should strategic priorities change, the Board
will review and, if required, adjust its composition.
As at date of this Report, the Board comprises two
female and three male Board members.
The Board will take account of the targets set out in the
FCA’s Listing Rules, which are set out below. The Board
voluntarily discloses the following information in relation
to its diversity. As an externally managed investment
FRPSDQ\WKH%RDUGHPSOR\VQRH[HFXWLYHVWD΍DQG
WKHUHIRUHGRHVQRWKDYHDFKLHIH[HFXWLYHRɝFHU&(2
RUDFKLHIȴQDQFLDORɝFHU&)2ȂERWKRIZKLFKDUH
deemed senior board positions by the FCA. However,
the Board considers the Chair of the Audit Committee to
be a senior board position and the following disclosure
is made on this basis. Other senior board positions
recognised by the FCA are Chair of the Board and Senior
Independent Director (SID). In addition, the Board has
resolved that the Company’s year end date be the most
appropriate date for disclosure purposes. The following
information has been provided by each Director. There
have been no changes since 31 October 2022.
40 CC Japan Income & Growth Trust plc40 CC Japan Income & Growth Trust plc
Board as at 31 October 2022
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
Men 3 60% 2
Women 2 40% 1
Prefer not to say ȂȂȂ
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
White British or Other White (including minority-white groups) 4 80% 3
Asian/Asian British 1 20% Ȃ
Prefer not to say ȂȂȂ
Meeting attendance
The number of formal meetings of the Board and Committees held during the year ended 31 October 2022 are as
follows, together with individual Directors’ attendance at those meetings.
Quarterly
Board
Audit and Risk
Committee
Management
Engagement
Committee
Nomination
Committee
Number of meetings held 4 2 1 1
Harry Wells 4 2 1 1
Kate Cornish-Bowden 4 2 1 1
John Scott* 1 1 ȂȂ
Peter Wolton 4 2 1 1
June Aitken** 4 1 1 1
Craig Cleland** 4 1 1 1
* John Scott attended all meetings before his retirement from the Board on 22 March 2022.
** Craig Cleland and June Aitken were appointed following the February 2022 Audit and Risk Committee meeting and have attended all meetings since
their appointment.
There were several other ad hoc Board and Committee meetings to deal with administrative matters, board selection,
market updates and approve documentation.
Performance appraisal
A performance review of the Investment Manager
was undertaken using a programme of open and
closed ended questions from each of the Board
members which were reviewed by the Chairman of the
Management Engagement Committee and discussed
with the Board. The results were considered, and the
Board concluded that the continued appointment of
the Investment Manager was in the best interests of the
Company’s shareholders.
The Committee separately considered each of its other
service providers and concluded that their continued
appointment was in the best interests of the Company’s
shareholders. However, as outlined in the Chairman’s
statement and the Report of the Audit and Risk
Committee and following a competitive tender process,
CORPORATE GOVERNANCE continued
CC Japan Income & Growth Trust plc 41
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 41
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
the Board has agreed to appoint Johnston Carmichael
as the Company’s new Auditors for the year ending 31
October 2023, subject to Shareholder approval at the
forthcoming AGM.
A formal annual performance appraisal process is
performed on the Board, the committees and the
individual Directors. A programme consisting of open
and closed ended questions was used as the basis
for this appraisal. The results were reviewed by the
Chairman of the Nomination Committee and discussed
with the Board. A separate appraisal of the Chairman
has been carried out by the other members of the
Board and the results reported back by the Senior
Independent Director to the Chairman. The results
of the performance evaluation were positive and
demonstrated that the Board, Chairman, Committee
Chairs and individual Directors showed the necessary
commitment and have the requisite experience for the
IXOȴOPHQWRIWKHLUGXWLHV
&RQȵLFWVRIΖQWHUHVW
As required by law, a Director must avoid a situation
ZKHUHKHRUVKHKDVDQLQWHUHVWWKDWFRQȵLFWVZLWK
the Company’s interests. The Company’s Articles of
Association provide the Directors authority to authorise
SRWHQWLDOFRQȵLFWVRILQWHUHVW7KH'LUHFWRUVDUHDEOHWR
impose limits or conditions when giving authorisation if
they think this is appropriate. The procedure observed
E\WKH%RDUGLQFRQVLGHULQJGHDOLQJZLWKFRQȵLFWHG
matters is as follows:
ȏ $Q\%RDUGPHPEHUVRFRQȵLFWHGPXVWUHFXVH
themself from the discussion involving the relevant
FRQȵLFW
Only Directors who have no interest in the matter
being considered are able to debate the matter and
take the relevant decision; and
In taking the decision the Directors must act in a way
they consider, in good faith, will be most likely to
promote the Company’s success.
7KH'LUHFWRUVKDYHGHFODUHGDQ\SRWHQWLDOFRQȵLFWV
of interest to the Company. These are entered into
WKH&RPSDQ\ȇVUHJLVWHURISRWHQWLDOFRQȵLFWVZKLFK
is reviewed regularly by the Board. The Directors are
obliged to advise the Company Secretary as soon as they
EHFRPHDZDUHRIDQ\SRWHQWLDOFRQȵLFWVRILQWHUHVW
Internal control
The AIC Code requires the Board to review the
H΍HFWLYHQHVVRIWKH&RPSDQ\ȇVV\VWHPRILQWHUQDO
controls. The Board recognises its ultimate responsibility
for the Company’s system of internal controls and for
PRQLWRULQJLWVH΍HFWLYHQHVV7KHV\VWHPRILQWHUQDO
controls is designed to manage rather than eliminate
the risk of failure to achieve business objectives. It can
provide only reasonable assurance against material
misstatement or loss. The Board has undertaken a
review of the aspects covered by the guidance and has
LGHQWLȴHGULVNPDQDJHPHQWFRQWUROVLQWKHNH\DUHDVRI
VWUDWHJLFDQGEXVLQHVVULVNȴQDQFLDOULVNRSHUDWLRQDO
risk, and regulatory and compliance risk. The Board
believes that the existing arrangements, set out below,
represent an appropriate framework to meet the
internal control requirements. The Directors have kept
XQGHUUHYLHZWKHH΍HFWLYHQHVVRIWKHLQWHUQDOFRQWURO
system throughout the year and up to the date of this
report. The system in place accords with The FRC’s 2014
‘Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting’.
Financial aspects of internal control
7KH'LUHFWRUVDUHUHVSRQVLEOHIRUWKHLQWHUQDOȴQDQFLDO
control systems of the Company and for reviewing their
H΍HFWLYHQHVV7KHVHDLPWRHQVXUHWKHPDLQWHQDQFHRI
SURSHUDFFRXQWLQJUHFRUGVWKHUHOLDELOLW\RIWKHȴQDQFLDO
information upon which business decisions are made
and which is used for publication and that the assets
of the Company are safeguarded. As stated above, the
Board has contractually delegated to external agencies
the services that the Company requires, but it is fully
informed of the internal control framework established
by the Investment Manager, the Administrator and the
Company’s Custodian to provide reasonable assurance
RQWKHH΍HFWLYHQHVVRILQWHUQDOȴQDQFLDOFRQWUROV
The key procedures include a review of the Company’s
management accounts and the Net Asset Value and the
monitoring of performance of the key service providers
at the quarterly Board meetings. The Directors also
employ independent auditors to perform an external
audit. The administrative function is segregated
from that of securities and cash custody, and from
the investment management function. Appropriate
insurance is in place and renewed annually. The
Company’s key service providers report periodically to
the Board on their procedures to mitigate cyber security
risks. In addition, procedures have been put in place for
the authorisation of all expense payments.
The Statement of Directors’ Responsibilities in respect
of the accounts is on page 51 and a Statement of Going
Concern is on page 35. The Report of the Independent
Auditor is on pages 52 to 59.
Other aspects of internal control
The Board holds quarterly meetings, and additional
meetings as required. Between these meetings there
is regular contact with the Investment Manager, the
Company Secretary and the Administrator.
The Board has agreed policies with the Investment
Manager on key operational issues. The Investment
Manager reports in writing to the Board on operational
and compliance issues. The Investment Manager reports
42 CC Japan Income & Growth Trust plc42 CC Japan Income & Growth Trust plc
direct to the Audit and Risk Committee concerning the
internal controls applicable to the Investment Manager’s
GHDOLQJLQYHVWPHQWDQGJHQHUDORɝFHSURFHGXUHV
The Board reviews detailed management accounts from
the Administrator, including holdings in the portfolio,
WUDQVDFWLRQVDQGRWKHUDVSHFWVRIWKHȴQDQFLDOSRVLWLRQ
of the Company. The Depositary provides oversight
reports detailing performance against key performance
indicators for the quarterly Board meetings. Additional
ad hoc reports are received as required and Directors
have access at all times to the advice and services of the
Company Secretary, ensuring that Board procedures are
followed and that the Board complies with applicable
rules and regulations.
Regular contact with the Investment Manager and
the other key service providers enables the Board to
monitor the Company’s progress towards its objectives
and encompasses an analysis of the risks involved. The
H΍HFWLYHQHVVRIWKH&RPSDQ\ȇVULVNPDQDJHPHQWDQG
internal controls systems is monitored and a formal
review, utilising a detailed risk assessment programme
has been completed. This included consideration of
the Administrator’s, the Investment Manager’s, the
Depositary’s and the Registrar’s internal controls report.
7KHUHDUHQRVLJQLȴFDQWȴQGLQJVWRUHSRUWIURPWKH
review.
Principal and emerging risks
7KH'LUHFWRUVFRQȴUPWKDWWKH\KDYHFDUULHGRXWD
robust assessment of the emerging and principal risks
facing the Company, including those that would threaten
its business model, future performance, solvency or
liquidity. The principal risks and how they are being
managed is set out in the Strategic Report.
Shareholder relations
The Notice of AGM sets out the business of the AGM and
any item not of an entirely routine nature is explained in
the Directors’ Report. Separate resolutions are proposed
for each substantive issue. The Investment Manager has
DSURJUDPPHRIPHHWLQJVZLWKVLJQLȴFDQW6KDUHKROGHUV
DQGUHSRUWVEDFNWRWKH%RDUGRQLWVȴQGLQJV7KH
Chairman and the Board welcome direct feedback from
Shareholders.
Exercise of voting powers and stewardship code
The Company and the Investment Manager support the
UK Stewardship Code issued by the Financial Reporting
Council. The Investment Manager is a signatory to the
UK Stewardship code 2020 and has published its proxy
voting policy and statement of commitment to the
principles of best practice of the Stewardship Code on its
website at
KWWSVZZZFRXSODQGFDUGL΍FRPVWHZDUGVKLSFRGH.
It is also a signatory to the Japan Stewardship Code
and has published its statement of commitment to its
principles on its website at
ZZZFRXSODQGFDUGL΍FRPMDSDQVWHZDUGVKLSFRGH
.
CORPORATE GOVERNANCE continued
CC Japan Income & Growth Trust plc 43
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 43
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
DIRECTORS’ REMUNERATION IMPLEMENTATION REPORT
This report has been prepared in accordance with
Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013. An ordinary resolution for the
approval of this report will be put forward at the
forthcoming Annual General Meeting.
An Ordinary Resolution will be proposed at the
forthcoming Annual General Meeting (“AGM”) to be held
on 1 March 2023 to re-approve the Remuneration Policy.
The Board is required to put the Remuneration Policy to
its Shareholders, as a binding vote, at least at every third
AGM. The provisions set out in this policy apply until
they are next put forward for Shareholder approval.
In the event of any proposed variation to the policy,
Shareholder approval will be sought for the proposed
new policy prior to its implementation. It is the Board’s
intention that the proposed Remuneration Policy
continue for three years following the forthcoming AGM
WRWKHȴQDQFLDO\HDUHQGLQJ2FWREHU7KHEHORZ
stated Remuneration Policy remains unchanged from
the Remuneration Policy last placed before shareholders
at the Company’s AGM held in 2020.
The Directors’ Remuneration Implementation Report is
put forward for approval by Shareholders on an annual
basis. The result of the Shareholder resolution on the
Implementation Report is non-binding on the Company,
although it gives Shareholders an opportunity to express
their views, which will be taken into account by the
Board. An ordinary resolution to approve this Directors’
Remuneration Implementation Report will be put
forward for approval at the Company’s Annual General
Meeting to be held on 1 March 2023.
The law requires the Company’s auditor to audit certain
of the disclosures provided. Where disclosures are
audited they are indicated as such. The auditor’s opinion
is on page 52.
Remuneration policy
Current and future policy
Component Position Purpose of reward Operation
Annual fee Chairman of the Board For services as Chairman of
a plc
Determined by the Board
Annual fee Other Directors For services as non-
executive Directors of a plc
Determined by the Board
Annual fee Audit and Risk Committee
Chair
For additional responsibility
and time commitment
Determined by the Board
Annual fee Senior Independent
Director
For additional responsibility
and time commitment
Determined by the Board
Expenses All Directors Reimbursement of expenses
incurred in the performance
of duties
Submission of appropriate
supporting documentation
In accordance with article 103 of the Company’s Articles
of Association, Directors fees must not exceed £500,000,
unless otherwise determined by Ordinary resolution at
a General Meeting of the Company. The Board currently
has no intention of seeking Shareholder authority to
increase this limit.
Any new Director would be remunerated in line with
other Board members, or, in the case of a replacement
Chairman, Senior Independent Director or Audit and
Risk Chair, they would be remunerated at the same level
as the departing Board member.
Remuneration Implementation
7KH&RPSDQ\FXUUHQWO\KDVȴYHQRQH[HFXWLYH'LUHFWRUV
The Board has not established a separate Remuneration
Committee. Board fees are considered annually by the
Board as a whole through the Nomination Committee.
The Board sets its fees by reference to other investment
trusts of a similar nature to that of the Company, to
53ΖDQG&3ΖDQGRWKHULQȵDWLRQDU\PHDVXUHVWKHWLPH
commitment of the Board and the size and the impact to
the Company’s ongoing charges following a rise in fees.
Board fees are not considered against any performance
measure.
No remuneration consultants were appointed during the
ȴQDQFLDO\HDUWR2FWREHU
'LUHFWRUVȇIHHVZLWKH΍HFWIURP1RYHPEHUZHUH
payable at the rate of £39,000 for the Chairman of the
Company; £31,330 for the Chair of the Audit and Risk
Committee; £27,040 for the Senior Independent Director
and £26,000 per annum for the other Board members.
44 CC Japan Income & Growth Trust plc44 CC Japan Income & Growth Trust plc
Following the year end, a review was undertaken and
after careful consideration the Board approved that,
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annual Directors’ fees was warranted to £40,500 for
the Chairman of the Company; £32,500 for the Chair of
the Audit and Risk Committee; £28,000 for the Senior
Independent Director and £27,000 per annum for the
other Board members.
The Board believes that the level of increase and
UHVXOWLQJIHHVDSSURSULDWHO\UHȵHFWVSUHYDLOLQJPDUNHW
rates for an investment trust of the Company’s
complexity and size, the increasing level of regulation
and resultant time spent by the Directors on matters,
and it will also enable the Company to continue to
attract appropriately experienced Directors in the future.
Due to the size and nature of the Company, it was not
deemed necessary to use a remuneration consultant
although the Nomination Committee did take into
consideration views from external search consultants on
the level of the Company’s fees against prevailing market
rates and took these into account in its deliberations.
7KH'LUHFWRUVȇIHHVDQGWD[DEOHEHQHȴWVDUHVKRZQLQWKH
table on page 45.
Directors’ service contracts
The Directors do not have service contracts with
the Company. The Directors are not entitled to
FRPSHQVDWLRQRQORVVRIRɝFHDQGQRSD\PHQWZDV
PDGHWRSDVWGLUHFWRUVIRUORVVRIRɝFH7KH'LUHFWRUV
have appointment letters which do not provide for any
VSHFLȴFWHUPΖQDFFRUGDQFHZLWKEHVWSUDFWLFHWKH%RDUG
put themselves forward for annual re-election. There
are no restrictions on transfers of the Company’s shares
held by the Directors, or any special rights attached to
such shares. The Directors’ letters of appointment can
EHLQVSHFWHGDWWKH&RPSDQ\ȇVUHJLVWHUHGRɝFH
Directors’ indemnities
Subject to the provisions of the Companies Act 2006, the
Company may indemnify any person who is a Director,
VHFUHWDU\RURWKHURɝFHURWKHUWKDQDQDXGLWRURIWKH
Company, against (a) any liability whether in connection
with any negligence, default, breach of duty or breach
of trust by them in relation to the Company or any
associated company or (b) any other liability incurred by
or attaching to him in the actual or purported execution
and/or discharge of his duties and/or the exercise or
purported exercise of his powers and/or otherwise in
relation to or in connection with his duties, powers or
RɝFHDQGSXUFKDVHDQGPDLQWDLQLQVXUDQFHIRUDQ\
SHUVRQZKRLVD'LUHFWRUVHFUHWDU\RURWKHURɝFHU
(other than an auditor) of the Company in relation to
anything done or omitted to be done or alleged to have
been done or omitted to be done as Director, secretary
RURɝFHU
$SROLF\RILQVXUDQFHDJDLQVW'LUHFWRUVȇDQG2ɝFHUVȇ
liabilities is maintained by the Company.
Director search and selection fees
Following the decision of John Scott to retire at
the March 2022 AGM and in accordance with the
succession plan, the Board began a recruitment
process and engaged the services of recruitment
specialists, Cornforth Consulting. Cornforth Consulting
is independent of both the Company and individual
directors. Following an extensive search and thorough
interview and selection process, the Nomination
Committee recommended June Aitken and Craig Cleland
to the Board. The Board subsequently appointed June
$LWNHQDQG&UDLJ&OHODQGZLWKH΍HFWIURP)HEUXDU\
2022.
Director search and selection fees of £16,000 plus
expenses were incurred during the year.
DIRECTORS’ REMUNERATION IMPLEMENTATION REPORT
continued
CC Japan Income & Growth Trust plc 45
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 45
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Performance
The following chart shows the performance of the Company’s share price by comparison to the TOPIX Index, on a total
return basis. The Board deems the TOPIX Index to be the most appropriate comparator for this report.
0.0
10.0
20.0
30.0
40.0
50.0
60.0
70.0
80.0
90.0
100.0
Oct-15 Oct-16
Oct-17 Oct-18
Oct-19
Oct-20 Oct-22
CCJI Share Price
Topix Index
Total Return (%)
Oct-21
'LUHFWRUVȇHPROXPHQWVIRUWKH\HDUHQGHGb2FWREHUDXGLWHG
The Directors who served during the year ended 31 October 2022 received the following remuneration for qualifying
services.
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Fees
Year ended
b2FWREHU
2022
£
Taxable
EHQHȴWV Total
Fees
Year ended
b2FWREHU
2021
£
Harry Wells 39,000 Ȃ 39,000 37,500
Kate Cornish-Bowden 31,330 Ȃ 31,330 30,100
John Scott* 10,267 Ȃ 10,267 25,000
Peter Wolton 27,040 Ȃ 27,040 26,000
June Aitken** 19,250 Ȃ 19,250 Ȃ
Craig Cleland** 19,250 Ȃ 19,250 Ȃ
Mark Smith* ȂȂȂ6,300
Total 146,137 146,137 124,900
* John Scott retired at the AGM in March 2022 and Mark Smith retired at the AGM in March 2021.
** Craig Cleland and June Aitken were appointed on 1 February 2022.
In addition to the above, the Company paid £3,000 (2021: £nil) in expenses to the Directors. None of the above
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b2FWREHU
46 CC Japan Income & Growth Trust plc46 CC Japan Income & Growth Trust plc
%
change
2019 to
2020
%
change
2020 to
2021
%
change
2021 to
2022
Harry Wells 2.0 Nil 4.0
Kate Cornish-Bowden 15.5 6.4 4.1
John Scott* (9.2) (6.7) (58.9)
Peter Wolton 2.0 Nil 4.0
June Aitken** N/A N/A N/A
Craig Cleland** N/A N/A N/A
Mark Smith* 2.0 (74.8) N/A
* John Scott retired at the AGM in March 2022 and Mark Smith retired at the AGM in March 2021.
** Craig Cleland and June Aitken were appointed on 1 February 2022.
A non-binding ordinary resolution to approve the Directors’ Remuneration Implementation Report contained in
the Annual Report for the year ended 31 October 2021 was put forward at the Annual General Meeting held on 22
March 2022. The resolution was passed with proxies representing 99.94% of the shares voted being in favour of the
resolution.
The Directors’ Remuneration Policy was last put forward at the Annual General Meeting held on 10 March 2020. The
resolution was passed with proxies representing 99.97% of the shares voted being in favour of the resolution. The
Directors’ Remuneration Policy will next be put forward for approval at the Annual General Meeting to be held in March
2023.
The Board takes an active role in shareholder engagement and particularly voting outcomes. Shareholders have
the opportunity to express their views and ask questions in respect of the Remuneration Policy and Remuneration
Implementation Report at the Annual General Meeting.
Relative importance of spend on pay
The following table sets out the total level of Directors’ remuneration compared to management fees and other
expenses incurred by the Company and the distributions to Shareholders by way of dividends.
Year to
31 October
2022
£’000
Year to
31 October
2021
£’000
Directors’ fees 146 125
Management fees and other expenses 2,297 2,225
Dividends paid and payable to Shareholders 6,602 6,399
The information in the table above is required by the regulations with the exception of management fees and other
expenses which have been included to show the total operating expenses of the Company.
DIRECTORS’ REMUNERATION IMPLEMENTATION REPORT
continued
CC Japan Income & Growth Trust plc 47
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 47
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Directors’ holdings (Audited)
The interests of the Directors in the Ordinary Shares of the Company as at 31 October 2022 and at 31 October 2021 were as
IROORZV$OOVKDUHKROGLQJVDUHEHQHȴFLDOO\RZQHG
Ordinary
Shares as at
b2FWREHU
2022
Transferable
Subscription
Shares* as at
31 October
2022
Ordinary
Shares as at
b2FWREHU
2021
Transferable
Subscription
Shares as at
b2FWREHU
2021
Harry Wells 40,000 58,000 40,000 58,000
Kate Cornish-Bowden 40,000 20,000 40,000 8,000
Peter Wolton 67,250 13,449 67,250 13,449
Craig Cleland** 40,000 ȂȂȂ
June Aitken** 40,372 ȂȂȂ
* On 18 February 2021 Transferable Subscription Shares were issued on a 1 for 5 basis to all Shareholders.
** Craig Cleland and June Aitken were appointed on 1 February 2022.
'LUHFWRUVDUHQRWVSHFLȴFDOO\UHTXLUHGWRRZQVKDUHVLQWKH&RPSDQ\
Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and
*URXSV$FFRXQWVDQG5HSRUWV$PHQGPHQW5HJXODWLRQVΖFRQȴUPWKDWWKHDERYH5HSRUWRQ5HPXQHUDWLRQ
Policy and Remuneration Implementation summarises, as applicable, for the year to 31 October 2022:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made during the year; and
(c) the context in which the changes occurred and decisions have been taken.
Harry Wells
Chairman
23 January 2023
48 CC Japan Income & Growth Trust plc48 CC Japan Income & Growth Trust plc
The AIC Code recommends that boards should establish
audit committees consisting of at least three, or in
the case of smaller companies, two independent non-
executive directors. The Board is required to satisfy
itself that at least one member of the Audit and Risk
&RPPLWWHHKDVUHFHQWDQGUHOHYDQWȴQDQFLDOH[SHULHQFH
The main role and responsibilities of the Audit and
Risk Committee should be set out in written terms of
reference covering certain matters described in the
Code. The Company complies with the AIC Code.
Role of the Audit and Risk Committee
The Audit and Risk Committee meets formally at least
three times a year for the purpose, amongst other
things, of considering the appointment, independence
and objectivity, and remuneration of the auditor and to
UHYLHZWKHDQQXDOUHSRUWDQGKDOI\HDUO\ȴQDQFLDOUHSRUW
The Committee also reviews the Company’s internal
ȴQDQFLDOFRQWUROVVHUYLFHSURYLGHUVȇLQWHUQDOFRQWUROV
and considers risk management systems. Where
non-audit services are provided by the auditor, full
FRQVLGHUDWLRQRIWKHȴQDQFLDODQGRWKHULPSOLFDWLRQVRQ
the independence of the auditor arising from any such
engagement are considered before proceeding.
Composition
All the Directors of the Board are members of the Audit
and Risk Committee, and each committee member
KDVUHFHQWDQGUHOHYDQWȴQDQFLDOH[SHULHQFH)ROORZLQJ
the retirement of John Scott at the AGM in 2022, the
Committee welcomed the newly appointed directors,
June Aitken and Craig Cleland. Both have extensive
audit committee experience in the investment trust
sector. The UK Code recommends that the Chair of the
Board should not be a member of the Audit and Risk
Committee. However, as permitted by the AIC Code, the
Directors believe that membership of the Audit and Risk
Committee of the independent Chair of the Board, Harry
Wells is appropriate, and welcome his contribution.
The Audit and Risk Committee has formal written terms
of reference and copies of these are available on the
Company’s website or on request to the Company
Secretary. The Committee has considered the need for
an internal audit function. Given that the Company has
no employees and outsources all its operating activities
to external providers, the Committee considers that an
internal audit function is not needed. The Committee
keeps the need for an internal audit function under
annual review.
Performance Evaluation
The Audit and Risk Committee are subject to an annual
UHYLHZRILWVH΍HFWLYHQHVV)XUWKHUGHWDLOVRIWKH
evaluation of the Committee can be found on page 39.
Internal controls and risk management
The Directors have a dynamic risk management
register in place to help identify key risks and ensure
there are measures in place to manage and mitigate
ULVNDQGRYHUVHHWKHH΍HFWLYHQHVVRILQWHUQDOFRQWUROV
and processes. The risk management register and
DVVRFLDWHGULVNKHDWPDSSURYLGHDYLVXDOUHȵHFWLRQRI
WKH&RPSDQ\ȇVLGHQWLȴHGSULQFLSDODQGHPHUJLQJULVNV
These fall into four categories: strategic and business
ULVNȴQDQFLDOULVNRSHUDWLRQDOULVNDQGUHJXODWRU\
and compliance risk. The Audit and Risk Committee
carries out, at least annually, a robust assessment of
the principal and emerging risks and uncertainties and
monitors the risks on an ongoing basis.
The Board has overall responsibility for the Company’s
risk management and systems of internal controls and
IRUUHYLHZLQJWKHLUH΍HFWLYHQHVVΖQFRPPRQZLWKPRVW
investment trusts, investment management, accounting,
company secretarial, registrar and depositary services
KDYHEHHQGHOHJDWHGWRWKLUGSDUWLHV7KHH΍HFWLYHQHVV
of the internal controls is assessed on a continuing basis
and the Committee receives regular reports.
Meetings
There have been two Audit and Risk Committee
meetings in the year ended 31 October 2022. Meeting
attendance is shown on page 40 of this Annual Report.
)LQDQFLDOVWDWHPHQWVDQGVLJQLȴFDQWDFFRXQWLQJ
matters considered during the year
7KH&RPPLWWHHFRQVLGHUHGWKHIROORZLQJVLJQLȴFDQW
DFFRXQWLQJLVVXHVLQUHODWLRQWRWKH&RPSDQ\ȇVȴQDQFLDO
statements for the year ended 31 October 2022.
Valuation and existence of investments
The Company holds its assets in quoted investments,
CFDs and cash. The valuation and existence of these
investments is currently the most material matter in
WKHSURGXFWLRQRIWKHȴQDQFLDOVWDWHPHQWVΖQYHVWPHQWV
are valued using independent pricing sources and the
holding quantities at the year end were agreed with
the Depositary’s records. The Committee reviewed
the Administrator’s procedures in place for ensuring
accurate valuation and existence of investments. The
&RPPLWWHHDOVRUHFHLYHVDQGUHYLHZVDQ\VLJQLȴFDQW
pricing or custody reconciliation exceptions and reports
from the Depositary.
Recognition of income
Income may not be accrued in the correct period and/
or incorrectly allocated to revenue or capital. The
Committee reviewed the Administrator’s procedures
for recognition of income and reviewed the treatment
of any special dividends receivable in the year. The
Committee also reviewed the Administrator’s forecast
of revenue against actual revenue received at each
Committee meeting.
REPORT OF THE AUDIT AND RISK COMMITTEE
CC Japan Income & Growth Trust plc 49
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 49
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Covid-19 and geo-politics
Although much of the world has returned to business as
usual following the Covid-19 pandemic, Japan and China
KDYHFRQWLQXHGWRVX΍HUIURPLQWHUPLWWHQWORFNGRZQV
GXULQJWKHȴQDQFLDO\HDUFUHDWLQJIXUWKHUXQFHUWDLQW\
and volatility in 2022. At the time of writing the Japanese
economy is gradually reopening, but business and
tourism have not yet returned to pre pandemic levels.
The Russian invasion of Ukraine at the beginning of the
year, and the subsequent hike in global energy prices
has further shaken a fragile investment environment.
Rising global interest rates and a strengthening US
'ROODUYHUVXVWKH-DSDQHVH<HQKDYHKDGDVLJQLȴFDQW
impact on Japan. During the year, the Board has paid
particular attention to the sensitivity of income received
from investee companies to volatility in the Sterling/
Japanese yen foreign exchange rate. Committee
members have also sought reassurance that external
providers were not in breach of sanctions implemented
against Russia following the invasion of Ukraine.
Calculation of management fees
Incorrect amounts may be paid to the Investment
0DQDJHUDQGUHFRJQLVHGLQWKHȴQDQFLDOVWDWHPHQWVLI
the fees are not calculated correctly. The Committee
reviewed the Administrator’s procedures in place for
the calculation of management fees. A member of the
Committee approves management fee invoices prior to
payment.
European Single Electronic Format (“ESEF”)
The ESEF regulations which require the Company to
SXEOLVKWKHLUDQQXDOȴQDQFLDOVWDWHPHQWVLQDFRPPRQ
electronic format apply to the Company for this
accounting year ending 31 October 2022.
S1158 of the Corporation Tax Act 2010
The Committee considers the reports produced by the
0DQDJHUFRQȴUPLQJFRPSOLDQFHZLWKWKHLQYHVWPHQW
trust qualifying rules.
Going concern and viability statements
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liabilities, principal/emerging risks and uncertainties, the
Committee recommended to the Directors that it was
DSSURSULDWHIRUWKH'LUHFWRUVWRSUHSDUHWKHȴQDQFLDO
statements on the going concern basis.
The viability and going concern statements can be found
on pages 12 and 35.
(΍HFWLYHQHVVRIH[WHUQDODXGLW
The Audit and Risk Committee is responsible for
UHYLHZLQJWKHH΍HFWLYHQHVVRIWKHH[WHUQDODXGLWSURFHVV
The Committee received a presentation of the audit
plan from the auditor prior to the commencement of
the 2022 audit, and a presentation of the results of the
audit following completion of the main audit testing. The
Committee performed a review of the external auditor
following the presentation of the results of the audit.
The review included a discussion of the audit process
DQGWKHDELOLW\RIWKHH[WHUQDODXGLWRUWRIXOȴOLWVUROH
I spoke to Caroline Mercer and her team during the year
to discuss feedback from the external audit and am
SOHDVHGWRUHSRUWWKDWQRVLJQLȴFDQWLVVXHVDURVHGXULQJ
WKHSURFHVV7KH&RPPLWWHHLVVDWLVȴHGWKDW(UQVW
<RXQJ//3KDVSURYLGHGH΍HFWLYHLQGHSHQGHQWFKDOOHQJH
in carrying out its responsibilities.
Provision of non-audit services
The Committee has reviewed the FRC’s Guidance on
Audit Committees and has formulated a policy on
the provision of non-audit services by the Company’s
auditor. The Committee has determined that the
Company’s appointed auditor will not be considered
for the provision of certain non-audit services, such as
DFFRXQWLQJDQGSUHSDUDWLRQRIWKHȴQDQFLDOVWDWHPHQWV
internal audit and custody. The auditor may, if required,
provide other non-audit services although it did not do
so during the year. However, the auditor’s eligibility to
provide non audit services will be judged on a case-by-
case basis.
Audit fees
The audit fees (excluding VAT) incurred during the
year amounted to £49,500 (2021: £45,000). These
fees represent an increase over the prior year. The
Committee reviewed the audit fees being paid by
similar comparative companies and concluded that the
increase is in line with audit fee rises experienced across
WKHLQYHVWPHQWWUXVWVHFWRU$XGLWȴUPVJHQHUDOO\KDYH
increased the fees that they charge to investment trusts
LQRUGHUWRUHȵHFWWKHLQFUHDVHGOHYHORIZRUNWKDWWKH\
have been required to perform, in the context of more
rigorous levels of audit scrutiny and regulation.
Audit tenure
Ernst & Young LLP was selected as the Company’s
Auditor at the time of the Company’s launch following
a competitive process and review of the Auditor’s
credentials and have provided this service for six
\HDUVZLWK0DWWKHZ3ULFHDV$XGLW3DUWQHUIRUWKHȴUVW
ȴYH\Hars. In accordance with auditor rotation best
practice, Matthew Price was replaced as Audit Partner
by Caroline Mercer for the audit for the year ended
31 October 2021.
The appointment of the auditor is reviewed annually
by the Committee and is subject to approval by
6KDUHKROGHUV)ROORZLQJVLJQLȴFDQWULVHVLQDXGLWIHHV
across the industry, the Committee considered it
prudent to conduct a tender of audit services during
the year7KH&RPPLWWHHLQYLWHGSURSRVDOVIURPȴYH
auditors with investment trust experience, and met to
interview three of these, including the incumbent.
50 CC Japan Income & Growth Trust plc50 CC Japan Income & Growth Trust plc
After carefully considering the resources, experience
and fees proposed by the audit companies taking part
in the tender process, the Committee recommended
that Johnston Carmichael be appointed as the
Company’s Auditor for the year ending 31 October 2023.
Shareholders will therefore be asked to approve the
appointment of Johnston Carmichael as the Company’s
auditor at the AGM in March 2023.
Auditor independence
The Committee considered the independence of the
auditor and the objectivity of the audit process and
LVVDWLVȴHGWKDW(UQVW<RXQJ//3KDVIXOȴOOHGLWV
obligations to shareholders and as independent auditor
to the Company for the year.
Conclusion with respect to the Annual Report
DQGȴQDQFLDOVWDWHPHQWV
Following a thorough process of review, the Committee
has concluded that the Annual Report for the year ended
31 October 2022, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for Shareholders to assess the Company’s business
model, strategy and performance. The Committee has
reported its conclusions to the Board of Directors.
Kate Cornish-Bowden
Audit and Risk Committee Chairman
23 January 2023
REPORT OF THE AUDIT AND RISK COMMITTEE
continued
CC Japan Income & Growth Trust plc 51
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 51
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
The Directors are responsible for preparing the Annual
5HSRUWDQGWKHȴQDQFLDOVWDWHPHQWVLQDFFRUGDQFHZLWK
applicable laws and regulations.
&RPSDQ\ODZUHTXLUHVWKH'LUHFWRUVWRSUHSDUHȴQDQFLDO
VWDWHPHQWVIRUHDFKȴQDQFLDO\HDU8QGHUWKDWODZ
WKH'LUHFWRUVKDYHHOHFWHGWRSUHSDUHWKHȴQDQFLDO
statements in accordance with United Kingdom
Generally Accepted Accounting Practice, including
FRS 102, which is The Financial Reporting Standard
applicable to the UK and Republic of Ireland and
applicable law. Under company law, the Directors must
QRWDSSURYHWKHȴQDQFLDOVWDWHPHQWVXQOHVVWKH\DUH
VDWLVȴHGWKDWWKH\JLYHDWUXHDQGIDLUYLHZRIWKHVWDWH
RIWKH&RPSDQ\ȇVD΍DLUVDVDWWKHHQGRIWKH\HDUDQGRI
WKHQHWUHWXUQIRUWKH\HDUΖQSUHSDULQJWKHVHȴQDQFLDO
statements, the Directors are required to:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates, which are
reasonable and prudent;
state whether applicable accounting standards have
been followed, subject to any material departures
GLVFORVHGDQGH[SODLQHGLQWKHȴQDQFLDOVWDWHPHQWV
and
ȏ SUHSDUHWKHȴQDQFLDOVWDWHPHQWVRQDJRLQJFRQFHUQ
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
DFFRXQWLQJUHFRUGVWKDWDUHVXɝFLHQWWRVKRZDQG
explain the Company’s transactions and which disclose
ZLWKUHDVRQDEOHDFFXUDF\DWDQ\WLPHWKHȴQDQFLDO
position of the Company and enable them to ensure that
WKHȴQDQFLDOVWDWHPHQWVFRPSO\ZLWKWKH&RPSDQLHV$FW
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The Company Reports and Accounts are published on its
website at www.ccjapanincomeandgrowthtrust.com
which is maintained by the Company’s Investment
Manager. The work carried out by the auditors does not
involve consideration of the maintenance and integrity
of this website and, accordingly, the auditor accepts no
responsibility for any changes that have occurred to
WKHȴQDQFLDOVWDWHPHQWVVLQFHEHLQJLQLWLDOO\SUHVHQWHG
on the website. Legislation in the United Kingdom
governing the preparation and dissemination of
ȴQDQFLDOVWDWHPHQWVPD\GL΍HUIURPOHJLVODWLRQLQRWKHU
jurisdictions.
'LUHFWRUVȇFRQȴUPDWLRQVWDWHPHQW
7KH'LUHFWRUVHDFKFRQȴUPWRWKHEHVWRIWKHLU
knowledge that:
D WKHȴQDQFLDOVWDWHPHQWVSUHSDUHGLQDFFRUGDQFH
with applicable accounting standards, give a true and
IDLUYLHZRIWKHDVVHWVOLDELOLWLHVȴQDQFLDOSRVLWLRQ
DQGSURȴWRIWKH&RPSDQ\DQG
(b) this Annual Report includes a fair review of the
development and performance of the business and
position of the Company, together with a description
of the principal risks and uncertainties that it faces.
Having taken advice from the Audit and Risk Committee,
the Directors consider that the Annual Report and
ȴQDQFLDOVWDWHPHQWVWDNHQDVDZKROHLVIDLUEDODQFHG
and understandable and provides the information
necessary for Shareholders to assess the Company’s
performance, business model and strategy.
For and on behalf of the Board
Harry Wells
Chairman
23 January 2023
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
52 CC Japan Income & Growth Trust plc52 CC Japan Income & Growth Trust plc
Opinion
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Income & Growth Trust plc (“the Company”) for the
year ended 31 October 2022 which comprise the
Income Statement, the Statement of Financial Position,
the Statement of Changes in Equity, the Statement of
Cash Flows and the related notes 1 to 18, including a
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reporting framework that has been applied in their
preparation is applicable law and United Kingdom
Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of
Ireland” (United Kingdom Generally Accepted Accounting
Practice).
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at 31 October 2022 and of its loss for the year then
ended;
have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
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We believe that the audit evidence we have obtained
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opinion.
Independence
We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit
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Ethical Standard as applied to public interest entities,
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accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the company and we
remain independent of the Company in conducting the
audit.
Conclusions relating to going concern
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that the directors’ use of the going concern basis of
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is appropriate. Our evaluation of the directors’
assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
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going concern assessment process by engaging
with the Directors and the Company Secretary to
determine if all key factors were considered in their
assessment.
Inspection of the Directors’ assessment of going
concern, including the revenue forecast, for the
period to 31 January 2024 which is at least 12 months
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authorised for issue. In preparing the forecast, the
Company has concluded that it is able to continue to
meet its ongoing costs as they fall due.
Review of the factors and assumptions, including the
impact of the current economic environment and
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market volatility, as applied to the revenue forecast
and the liquidity assessment of the investments. We
considered the appropriateness of the methods used
to be able to make an assessment for the Company.
Consideration of the mitigating factors included
in the revenue forecast that are within the control
of the Company. We reviewed the Company’s
assessment of the liquidity of investments held
and evaluated the Company’s ability to sell
those investments to cover the working capital
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Review of the Company’s going concern disclosures
included in the annual report in order to assess that
the disclosures were appropriate and in conformity
with the reporting standards.
Based on the work we have performed, we have not
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or conditions that, individually or collectively, may cast
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a going concern for the period to 31 January 2024.
In relation to the Company’s reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
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about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
&&b-$3$1Ζ1&20(*52:7+758673/&
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report. However, because
not all future events or conditions can be predicted, this
statement is not a guarantee as to the Company’s ability
to continue as a going concern.
Overview of our audit approach
Key audit matters Risk of incomplete or inaccurate
revenue recognition, including
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dividends as revenue or capital
items in the Income Statement
Risk of incorrect valuation or
ownership of the investment
portfolio
Materiality Overall materiality of £2.04m
(2021: £2.23m) which represents
1% (2021: 1%) of shareholders’
funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance
materiality determine our audit scope for the Company.
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controls, including controls and changes in the business
environment when assessing the level of work to be
performed.
Climate change
There has been increasing interest from stakeholders
as to how climate change will impact companies. The
Company has determined that the impact of climate
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their valuations. This is explained in the emerging
risks section on page 18 which forms part of the
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statements. Our procedures on these disclosures
therefore consisted solely of considering whether they
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or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
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focused on the adequacy of the Company’s disclosures
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conclusion that there was no material impact of climate
change on the valuation of investments. We also
challenged the Directors’ considerations of climate
change in their assessment of viability and associated
disclosures.
Key audit matters
Key audit matters are those matters that, in our
professional judgementZHUHRIPRVWVLJQLȴFDQFHLQ
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of material misstatement (whether or not due to fraud)
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allocation of resources in the audit; and directing the
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statements as a whole, and in our opinion thereon, and
we do not provide a separate opinion on these matters.
54 CC Japan Income & Growth Trust plc54 CC Japan Income & Growth Trust plc
Risk Our response to the risk Key observations communicated to
the Audit and Risk Committee
Incomplete or inaccurate revenue
recognition, including the
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as revenue or capital items in the
Income Statement (refer to the Audit
and Risk Committee Report set out on
page 48 and the accounting policy set
out on page 65).
The total revenue for the year ended
31bOctober 2022 was £8.88 million
(2021: £8.24 million), consisting
primarily of overseas dividends and
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(CFDs).
The Company received four special
dividends amounting to £0.03 million
(2021: £0.25m), all of which were
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There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise
proper income entitlements or to
apply the appropriate accounting
treatment.
In addition to the above, the
Directors are required to exercise
judgement in determining whether
income receivable in the form of
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as ‘revenue’ or ‘capital’ in the Income
Statement.
We have performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding
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of special dividends by performing
walkthrough procedures.
For all dividends received we
recalculated the dividend income by
multiplying the investment holdings
at the ex-dividend date, traced
from the accounting records, by the
dividend per share, which was agreed
to an independent data vendor. For
a sample of dividends received, we
agreed amounts to bank statements
and agreed the exchange rates to an
external source.
For all income received from CFDs,
we agree the amount recorded in the
income report to the corresponding
dividend announcement made by
the underlying investee company,
recalculated the amount received
by multiplying the notional holdings
at the XD date by the dividend rate
per share as agreed to an external
source. We also agreed the exchange
rates used to an external source
and agreed a sample of the income
received to bank statements.
For all accrued dividends, we
reviewed the investee Company
announcements to assess whether
the dividend entitlements arose
prior to 31 October 2022. We agreed
the dividend rate to corresponding
announcements made by the
investee company, recalculated
the dividend amount receivable by
multiplying the investment holdings
at the ex-dividend date, traced
from the accounting records, and
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cash received as shown on post year
end bank statements, where paid.
The results of our procedures
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in relation to the risk of incomplete
or inaccurate revenue recognition,
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of special dividends as revenue or
capital in the Income Statement.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
&&b-$3$1Ζ1&20(*52:7+758673/&continued
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Risk Our response to the risk Key observations communicated to
the Audit and Risk Committee
To test completeness of recorded
income, including from CFDs, we
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recorded for each investee company
held during the year with reference
to investee company announcements
obtained from an independent data
vendor.
For all investments held during
the year, we compared the type of
dividends paid with reference to an
external data source to identify those
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four special dividends, amounting to
£0.03 million, were received during
the year. Individually none of the
special dividends received were
above our testing threshold. We
have tested one special dividend,
amounting to £0.002m, by assessing
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as revenue or capital by reviewing
the underlying rationale of the
distribution.
56 CC Japan Income & Growth Trust plc56 CC Japan Income & Growth Trust plc
Risk Our response to the risk Key observations communicated to
the Audit and Risk Committee
Incorrect valuation or ownership
of the investment portfolio (refer to
the Audit and Risk Committee Report
set out on page 48 and the accounting
policy set out on page 65).
The valuation of the portfolio on
31bOctober 2022 was £199.64 million
(2020: £220.27 million) consisting
of listed investments. The Company
also holds long CFD positions. These
have been recognised separately in
the Statement of Financial Position as
amounts due in respect of CFDs and
amounts payable in respect of CFDs.
The amount due in respect of CFDs
as at 31 October 2022 was £2.68
million (2021: £0.44 million) and the
amount payable was £2.78 million
(2021: £0.74 million).
The valuation of the investments held
by the Company in the investment
portfolio is the key driver of the
Company’s net asset value and total
return. Incorrect investment pricing,
or a failure to maintain proper legal
title of the investments held by the
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impact on the portfolio valuation
and the return generated for
shareholders.
The fair value of listed investments
is determined using quoted market
bid prices at close of business on
the reporting date. CFDs are held
at fair value with reference to the
underlying market value of the
corresponding security.
We performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding
the existence and pricing of listed
securities and CFDs by performing
walkthrough procedures.
For all listed investments in the
portfolio, we compared the market
prices and exchange rates applied
to an independent pricing vendor
and recalculated the investment
valuations as at the year end.
For all CFD investments we compared
the market prices of the underlying
company and exchange rates to an
independent pricing vendor and
recalculated the fair value at the year
end.
We inspected the stale price
reporting produced by the
Administrator to identify prices that
have not changed around the year
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price is a fair value. No stale prices
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We agreed the Company’s
investments to independent
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from the Company’s Depositary for
all listed investments and from the
broker for all CFDs as at 31 October
2022.
The results of our procedures
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in relation to the risk of incorrect
valuation or ownership of the
investment portfolio.
Our application of materiality
We apply the concept of materiality in planning and
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our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
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determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £2.04
million (2021: £2.23 million), which is 1% (2021: 1%) of
shareholders’ funds. We believe that shareholders’ funds
provides us with materiality aligned to the key measure
of the Company’s performance.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with
our assessment of the Company’s overall control
environment, our judgement was that performance
materiality was 75% (2021: 75%) of our planning
materiality, namely £1.53m (2021: £1.67m). We have set
performance materiality at this percentage due to our
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
&&b-$3$1Ζ1&20(*52:7+758673/&continued
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
past experience of the audit that indicates that a lower
risk of misstatements, both corrected and uncorrected.
Given the importance of the distinction between
revenue and capital for investment trusts, we have also
applied a separate testing threshold for the revenue
column of the Income Statement of £0.39m (2021:
£0.36m), being 5% of the revenue return on ordinary
activities before taxation.
Reporting threshold
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considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we
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in excess of £0.10m (2021: £0.11m), which is set at 5%
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that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality discussed
above and in light of other relevant qualitative
considerations in forming our opinion.
Other information
The other information comprises the information
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statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report.
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cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
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or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
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we have performed, we conclude that there is a material
misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the strategic report and the
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the strategic report and directors’ reports have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
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in the strategic report or directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
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Remuneration Report to be audited are not in
agreement with the accounting records and returns;
or
certain disclosures of directors’ remuneration
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we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation
to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK
&RUSRUDWH*RYHUQDQFH&RGHVSHFLȴHGIRURXUUHYLHZE\
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
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knowledge obtained during the audit:
58 CC Japan Income & Growth Trust plc58 CC Japan Income & Growth Trust plc
Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
LGHQWLȴHGVHWRXWRQSDJH35;
Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment
covers and why the period is appropriate set out on
pages 12 and 13;
Director’s statement on whether it has a reasonable
expectation that the Company will be able to
continue in operation and meets its liabilities set out
on pages 12 and 13;
Directors’ statement on fair, balanced and
understandable set out on page 51;
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assessment of the emerging and principal risks set
out on page 14;
The section of the annual report that describes the
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internal control systems set out on page 41; and
The section describing the work of the audit and risk
committee set out on page 48.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 51, the directors are
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VWDWHPHQWVDQGIRUEHLQJVDWLVȴHGWKDWWKH\JLYHD
true and fair view, and for such internal control as
the directors determine is necessary to enable the
SUHSDUDWLRQRIȴQDQFLDOVWDWHPHQWVWKDWDUHIUHHIURP
material misstatement, whether due to fraud or error.
ΖQSUHSDULQJWKHȴQDQFLDOVWDWHPHQWVWKHGLUHFWRUV
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
ȴQDQFLDOVWDWHPHQWV
Our objectives are to obtain reasonable assurance
DERXWZKHWKHUWKHȴQDQFLDOVWDWHPHQWVDVDZKROH
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,
WKH\FRXOGUHDVRQDEO\EHH[SHFWHGWRLQȵXHQFHWKH
economic decisions of users taken on the basis of these
ȴQDQFLDOVWDWHPHQWV
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The risk
of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged
with governance of the Company and management.
We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
&RPSDQ\DQGGHWHUPLQHGWKDWWKHPRVWVLJQLȴFDQW
are FRS 102, the Companies Act 2006, the Listing
Rules, UK Corporate Governance code, the
Association of Investment Companies’ Code and
Statement of Recommended Practice, Section 1158
of the Corporation Tax Act 2010 and The Companies
(Miscellaneous Reporting) Regulations 2018.
We understood how the Company is complying with
those frameworks through discussions with the
Audit and Risk Committee and Company Secretary,
and review of Board minutes and the Company’s
documented policies and procedures.
We assessed the susceptibility of the Company’s
ȴQDQFLDOVWDWHPHQWVWRPDWHULDOPLVVWDWHPHQW
including how fraud might occur by considering the
NH\ULVNVLPSDFWLQJWKHȴQDQFLDOVWDWHPHQWV:H
LGHQWLȴHGDIUDXGULVNZLWKUHVSHFWWRLQFRPSOHWHRU
inaccurate revenue recognition through incorrect
FODVVLȴFDWLRQRIVSHFLDOGLYLGHQGVDVUHYHQXHRU
capital. Further discussion of our approach is set out
in the key audit matter above.
Based on this understanding we designed our audit
procedures to identify non-compliance with such
laws and regulations. Our procedures involved
review of the Company Secretary’s reporting to
the Directors with respect to the application of the
documented policies and procedures and review of
WKHȴQDQFLDOVWDWHPHQWVWRHQVXUHFRPSOLDQFHZLWK
the reporting requirements of the Company.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
&&b-$3$1Ζ1&20(*52:7+758673/&continued
CC Japan Income & Growth Trust plc 59
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 59
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
A further description of our responsibilities for
the DXGLWRIWKHȴQDQFLDOVWDWHPHQWVLVORFDWHGRQ
the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit and Risk
Committee, we were appointed by the Company on
0D\WRDXGLWWKHȴQDQFLDOVWDWHPHQWVIRUWKH
\HDUHQGLQJ2FWREHUDQGVXEVHTXHQWȴQDQFLDO
periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is seven
years, covering the years ending 31 October 2016 to
31bOctober 2022.
The audit opinion is consistent with the additional report
to the audit and risk 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.
Caroline Mercer (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory
Auditor
Edinburgh
23 January 2023
60 CC Japan Income & Growth Trust plc60 CC Japan Income & Growth Trust plc
Year ended
31 October 2022
Year ended
31 October 2021
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Losses)/gains on investments 3 (18,118) (18,118) 39,373 39,373
Currency (losses)/gains (209) (209) 734 734
Income 4 8,878 8,878 8,241 8,241
Investment management fee 5 (327) (1,306) (1,633) (318) (1,273) (1,591)
Other expenses 6 (664) (664) (634) (634)
5HWXUQRQRUGLQDU\DFWLYLWLHVEHIRUHȴQDQFH
costs and taxation 7,887 (19,633) (11,746) 7,289 38,834 46,123
Finance costs 7 (69) (185) (254) (61) (161) (222)
Return on ordinary activities before taxation 7,818 (19,818) (12,000) 7,228 38,673 45,901
Taxation 8 (888) (888) (824) (824)
Return on ordinary activities after taxation 6,930 (19,818) (12,888) 6,404 38,673 45,077
Return per Ordinary Share - undiluted 13 5.14p (14.71)p (9.57)p 4.75p 28.70p 33.45p
Return per Ordinary Share - diluted 13 4.29p (12.26)p (7.97)p 3.96p 23.92p 27.88p
7KHWRWDOFROXPQRIWKHΖQFRPH6WDWHPHQWLVWKHSURȴWDQGORVVDFFRXQWRIWKH&RPSDQ\$OOUHYHQXHDQGFDSLWDOLWHPV
in the above statement derive from continuing operations.
%RWKWKHVXSSOHPHQWDU\UHYHQXHDQGFDSLWDOFROXPQVDUHERWKSUHSDUHGXQGHUJXLGDQFHIURPWKH$VVRFLDWLRQRI
Investment Companies. There is no other comprehensive income and therefore the return for the year is also the total
comprehensive income for the year. The Company’s “Ordinary Shares – diluted” is due to the issuance of 26,946,122
Subscription Shares issued on 18 February 2021.
The notes on pages 64 to 80IRUPSDUWRIWKHVHȴQDQFLDOVWDWHPHQWV
INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2022
CC Japan Income & Growth Trust plc 61
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 61
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Note
31 October
2022
£’000
31 October
2021
£’000
Fixed assets
ΖQYHVWPHQWVDWIDLUYDOXHWKURXJKSURȴWRUORVV 3 199,642 220,271
Current assets
Cash and cash equivalents 1,413
&DVKFROODWHUDOLQUHVSHFWRI&RQWUDFWVIRU'L΍HUHQFHȊ&)'Vȋ 433
$PRXQWVGXHLQUHVSHFWRI&)'V 2,680 443
Other debtors 10 4,434 3,264
8,960 3,707
Creditors: amounts falling due within one year
Cash and cash equivalents-Bank overdraft (48)
Cash collateral in respect of CFDs (18)
$PRXQWVSD\DEOHLQUHVSHFWRI&)'V (2,780) (738)
Other creditors 11 (2,240) (304)
(5,020) (1,108)
Net current assets 3,940 2,599
Total assets less current liabilities 203,582 222,870
Net assets 203,582 222,870
Capital and reserves
Share capital 12 1,348 1,348
Share premium 98,067 98,067
Special reserve 64,671 64,671
Capital reserve
-Revaluation gains on non-derivative investments held at year end 3 5,841 26,628
-Other capital reserves 26,182 25,213
Revenue reserve 7,473 6,943
Total Shareholders’ funds 203,582 222,870
NAV per share – Ordinary Shares - undiluted (pence) 14 151.10p 165.42p
NAV per share – Ordinary Shares - diluted (pence) 14 152.75p 164.68p
$SSURYHGE\WKH%RDUGRI'LUHFWRUVDQGDXWKRULVHGIRULVVXHRQ23 January 2023 and signed on their behalf by:
Harry Wells
Director
CC Japan Income & Growth Trust plc is incorporated in England and Wales with registration number 9845783.
The notes on pages 64 to 80IRUPSDUWRIWKHVHȴQDQFLDOVWDWHPHQWV
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2022
62 CC Japan Income & Growth Trust plc62 CC Japan Income & Growth Trust plc
For the year ended 31 October 2022
Note
Share
capital
£’000
Share
premium
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 1
November 2021
1,348 98,067 64,671 51,841 6,943 222,870
Return on ordinary
activities after taxation (19,818) 6,930 (12,888)
Dividends paid 9 (6,400) (6,400)
Balance at 31 October
2022 1,348 98,067 64,671 32,023 7,473 203,582
For the year ended 31 October 2021
Note
Share
capital
£’000
Share
premium
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at
1 November 2020
1,348 98,437 64,671 13,168 6,736 184,360
Return on ordinary
activities after taxation 38,673 6,404 45,077
Dividends paid 9 (6,197) (6,197)
Subscription Shares
issue costs (370) (370)
Balance at
31 October 2021 1,348 98,067 64,671 51,841 6,943 222,870
The Company’s distributable reserves consist of the Special reserve, Revenue reserve and Capital reserve attributable
WRUHDOLVHGSURȴWV
The notes on pages 64 to 80IRUPSDUWRIWKHVHȴQDQFLDOVWDWHPHQWV
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2022
CC Japan Income & Growth Trust plc 63
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 63
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Year ended
b2FWREHU
2022
£’000
Year ended
b2FWREHU
2021
£’000
2SHUDWLQJDFWLYLWLHVFDVKȵRZV
5HWXUQRQRUGLQDU\DFWLYLWLHVEHIRUHȴQDQFHFRVWVDQGWD[DWLRQ (11,746) 46,123
Adjustment for:
Losses/(gains) on investments 18,106 (28,306)
Movement in CFD transactions (646) (1,601)
Increase in other debtors (6) (293)
Increase in other creditors 389
Tax withheld on overseas income (888) (824)
1HWFDVKȵRZIURPRSHUDWLQJDFWLYLWLHV 4,823 15,188
ΖQYHVWLQJDFWLYLWLHVFDVKȵRZV
Purchases of investments (43,572) (100,687)
Proceeds from sales of investments 46,864 89,778
1HWFDVKȵRZIURPXVHGLQLQYHVWLQJDFWLYLWLHV 3,292 (10,909)
)LQDQFLQJDFWLYLWLHVFDVKȵRZV
Subscription Share issue costs paid (370)
Equity dividends paid (6,400) (6,197)
Finance costs paid (254) (223)
1HWFDVKXVHGLQȴQDQFLQJDFWLYLWLHV (6,654) (6,790)
ΖQFUHDVHGHFUHDVHLQFDVKDQGFDVKHTXLYDOHQWV 1,461 (2,511)
Cash and cash equivalents at the beginning of the year (48) 2,463
&DVKDQGFDVKHTXLYDOHQWVDWWKHHQGRIWKH\HDU 1,413 (48)
&DVKLQȵRZIURPGLYLGHQGVZDVee
The notes on pages 64 to 80IRUPSDUWRIWKHVHȴQDQFLDOVWDWHPHQWV
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2022
64 CC Japan Income & Growth Trust plc64 CC Japan Income & Growth Trust plc
1. GENERAL INFORMATION
CC Japan Income & Growth Trust plc (the “Company”) was incorporated in England and Wales on 28 October
2015 with registered number 9845783, as a closed-ended investment company. The Company commenced its
operations on 15 December 2015. The Company carries on business as an investment trust within the meaning of
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The Company’s investment objective is to provide Shareholders with dividend income combined with capital
growth, mainly through investment in equities listed or quoted in Japan.
7KH&RPSDQ\ȇVVKDUHVZHUHDGPLWWHGWRWKH2ɝFLDO/LVWRIWKH)LQDQFLDO&RQGXFW$XWKRULW\ZLWKDSUHPLXP
listing on 15 December 2015. On the same day, trading of the Ordinary Shares commenced on the London Stock
Exchange.
In 2021, the Company’s 26,946,122 TSS were admitted to the London Stock Exchange with the ticker CCJS.
7KH&RPSDQ\ȇVUHJLVWHUHGRɝFHLVWK)ORRU/RQGRQ:DOO/RQGRQ(&<$6
2. ACCOUNTING POLICIES
The principal accounting policies followed by the Company are set out below:
(a) Basis of accounting
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applicable in the UK and Republic of Ireland”) issued by the Financial Reporting Council, with the Statement of
Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued
E\WKH$VVRFLDWLRQRIΖQYHVWPHQW&RPSDQLHVLQ$SULODQGWKH&RPSDQLHV$FW7KHȴQDQFLDOVWDWHPHQWV
KDYHEHHQSUHSDUHGRQWKHKLVWRULFDOFRVWEDVLVH[FHSWIRUWKHPRGLȴFDWLRQWRDIDLUYDOXHEDVLVIRUFHUWDLQȴQDQFLDO
LQVWUXPHQWVDVVSHFLȴHGLQWKHDFFRXQWLQJSROLFLHVEHORZ
They have also been prepared on the assumption that approval as an investment trust will continue to be granted.
$VUHTXLUHGE\LWV$UWLFOHVRI$VVRFLDWLRQWKH&RPSDQ\ȇVFRQWLQXDWLRQYRWHZDVSDVVHGDWWKH$*0LQDQGZLOO
QH[WSXWIRUZDUGDYRWHIRULWVFRQWLQXDWLRQDWWKH$*0LQ
7KHȴQDQFLDOVWDWHPHQWVKDYHEHHQSUHSDUHGRQDJRLQJFRQFHUQEDVLVΖQIRUPLQJWKLVRSLQLRQWKH'LUHFWRUV
have considered any potential impact of the war in Ukraine and the ongoing impact of the Covid-19 pandemic on
the going concern and viability of the Company. In making their assessment, the Directors have reviewed income
and expense projections and the liquidity of the investment portfolio, and considered the mitigation measures
which key service providers, including the Investment Manager, continue to have in place to maintain operational
resilience.
The Company’s ability to continue as a going concern for the period assessed by the Directors, being the period to
31 January 2024 ZKLFKLVDWOHDVWPRQWKVIURPWKHGDWHWKHȴQDQFLDOVWDWHPHQWVZHUHDXWKRULVHGIRULVVXH
7KHȴQDQFLDOVWDWHPHQWVKDYHEHHQSUHVHQWHGLQ*%3VWHUOLQJeZKLFKLVDOVRWKHIXQFWLRQDOFXUUHQF\DVWKLVLV
the currency of the primary economic environment in which the Company operates. The Board, having regard to
the currency of the Company’s share capital and the predominant currency in which it pays distributions, expenses
and its shareholders operate, has determined that sterling is the functional currency.
ΖQSUHSDULQJWKHVHȴQDQFLDOVWDWHPHQWVWKH'LUHFWRUVKDYHFRQVLGHUHGWKHLPSDFWRI(6*DQGFOLPDWHFKDQJHULVNDV
an emerging risk as set out on page 18 and have concluded that while climate change impacts operating conditions
of portfolio companies and increases obligations, it does not have a material impact on the value of the Company’s
investments. In line with FRS 102, investments are valued at fair value, which for the Company are quoted bid
SULFHVIRULQYHVWPHQWVLQDFWLYHPDUNHWVDW2FWREHUDQGWKHUHIRUHUHȵHFWPDUNHWSDUWLFLSDQWVȇYLHZRI
climate change risk.
NOTES TO THE ACCOUNTS
CC Japan Income & Growth Trust plc 65
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 65
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
(b) Investments
$VWKH&RPSDQ\ȇVEXVLQHVVLVLQYHVWLQJLQȴQDQFLDODVVHWVZLWKDYLHZWRSURȴWLQJIURPWKHLUWRWDOUHWXUQLQWKHIRUP
RILQFUHDVHVLQIDLUYDOXHȴQDQFLDODVVHWVDUHKHOGDWIDLUYDOXHWKURXJKSURȴWRUORVVLQDFFRUGDQFHZLWK)56
Section 11: ‘Basic Financial Instruments’, and Section 12: ‘Other Financial Instruments’. The Company manages and
evaluates the performance of these investments on a fair value basis in accordance with its investment strategy,
and information about the investments is provided on this basis to the Board of Directors.
8SRQLQLWLDOUHFRJQLWLRQLQYHVWPHQWVDUHFODVVLȴHGE\WKH&RPSDQ\DVȊDWIDLUYDOXHWKURXJKSURȴWRUORVVȋ7KH\
are recognised on the date they are traded and are measured initially at fair value, which is taken to be their
transaction price, excluding expenses incidental to purchases which are expensed to capital on acquisition.
Subsequently investments are revalued at fair value which is the bid market price for listed investments over the
time until they are sold, any unrealised gains/losses are included in the fair value of the investments.
&KDQJHVLQWKHIDLUYDOXHRILQYHVWPHQWVKHOGDWIDLUYDOXHWKURXJKSURȴWRUORVVDQGJDLQVRUORVVHVRQGLVSRVDODUH
included in the capital column of the income statement within “gains on investments held at fair value”.
(c) Derivatives
'HULYDWLYHVFRPSULVH&RQWUDFWVIRU'L΍HUHQFHȊ&)'ȋZKLFKDUHPHDVXUHGDWIDLUYDOXHDQGYDOXHGE\UHIHUHQFHWR
the underlying market value of the corresponding security. CFDs are held for investment purposes. Where the fair
value is positive the CFD is presented as a current asset, and where the fair value is negative the CFD is presented
as a current liability. Gains or losses on these derivative transactions are recognised in the Income Statement.
They are recognised as capital and are shown in the capital column of the Income Statement if they are of a capital
nature and are recognised as revenue and shown in the revenue column of the Income Statement if they are
of a revenue nature. To the extent that any gains or losses are of a mixed revenue and capital nature, they are
apportioned between revenue and capital accordingly. The CFD balance is made up of transactions in relation to
the underlying equity held by the Company, with the risks embedded in the CFDs disclosed in Note 16.
(d) Foreign currency
Transactions denominated in foreign currencies including dividends are translated into sterling at actual exchange
UDWHVDVDWWKHGDWHRIWKHWUDQVDFWLRQ$VVHWVDQGOLDELOLWLHVGHQRPLQDWHGLQIRUHLJQFXUUHQFLHVDWWKH\HDUHQGDUH
reported at the rates of exchange prevailing at the year end. Foreign exchange movements on investments and
GHULYDWLYHVDUHLQFOXGHGLQWKHΖQFRPH6WDWHPHQWZLWKLQJDLQVRQLQYHVWPHQWV$Q\RWKHUJDLQRUORVVLVLQFOXGHGDV
an exchange gain or loss to capital or revenue in the Income Statement as appropriate.
(e) Income
Investment income has been accounted for on an ex-dividend basis or when the Company’s right to the income
is established. Special dividends are credited to capital or revenue in the Income Statement, according to the
circumstances surrounding the payment of the dividend. Overseas dividends are included gross of withholding tax
recoverable.
Interest receivable on deposits is accounted for on an accrual basis.
(f) Dividend payable
Interim dividends are recognised when the Company pays the dividend. Final dividends are recognised in the
period in which they are approved by the shareholders. This year, as was also the case last year, a second interim
GLYLGHQGLVEHLQJSDLGLQVXEVWLWXWLRQIRUWKHȴQDOGLYLGHQG
(g) Expenses
$OOH[SHQVHVDUHDFFRXQWHGIRURQDQDFFUXDOVEDVLVDQGDUHFKDUJHGDVIROORZV
the basic investment management fee is charged 20% to revenue and 80% to capital;
ȏ &)'ȴQDQFHFRVWVDUHFKDUJHGWRUHYHQXHDQGWRFDSLWDO
investment transactions costs are allocated to capital; and
other expenses are charged wholly to revenue.
66 CC Japan Income & Growth Trust plc66 CC Japan Income & Growth Trust plc
2. ACCOUNTING POLICIES continued
(h) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is
EDVHGRQWKHWD[DEOHSURȴWIRUWKH\HDU7D[DEOHSURȴWGL΍HUVIURPQHWSURȴWDVUHSRUWHGLQWKHLQFRPHVWDWHPHQW
because it excludes items of income or expenses that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax
UDWHVWKDWZHUHDSSOLFDEOHDWWKHȴQDQFLDOUHSRUWLQJGDWH
Where expenses are allocated between capital and revenue any tax relief in respect of the expenses is allocated
EHWZHHQFDSLWDODQGUHYHQXHUHWXUQVRQWKHPDUJLQDOEDVLVXVLQJWKH&RPSDQ\ȇVH΍HFWLYHUDWHRIFRUSRUDWLRQ
taxation for the relevant accounting period.
'HIHUUHGWD[DWLRQLVUHFRJQLVHGLQUHVSHFWRIDOOWLPLQJGL΍HUHQFHVWKDWKDYHRULJLQDWHGEXWQRWUHYHUVHGDWWKH
ȴQDQFLDOUHSRUWLQJGDWHZKHUHWUDQVDFWLRQVRUHYHQWVWKDWUHVXOWLQDQREOLJDWLRQWRSD\PRUHWD[LQWKHIXWXUHRU
ULJKWWRSD\OHVVWD[LQWKHIXWXUHKDYHRFFXUUHGDWWKHȴQDQFLDOUHSRUWLQJGDWH7KLVLVVXEMHFWWRGHIHUUHGWD[DVVHWV
RQO\EHLQJUHFRJQLVHGLILWLVFRQVLGHUHGPRUHOLNHO\WKDQQRWWKDWWKHUHZLOOEHVXLWDEOHSURȴWVIURPZKLFKWKH
IXWXUHUHYHUVDORIWKHWLPLQJGL΍HUHQFHVFDQEHGHGXFWHG'HIHUUHGWD[DVVHWVDQGOLDELOLWLHVDUHPHDVXUHGDWWKH
rates applicable to the legal jurisdictions in which they arise.
(i) Other receivables and other payables
Other receivables and other payables do not carry any interest and are short term in nature and are accordingly
stated at their nominal value.
(j) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being that of an
investment trust, as disclosed in note 1.
(k) Accounting estimates, judgements and assumptions
7KHSUHSDUDWLRQRIȴQDQFLDOVWDWHPHQWVUHTXLUHVWKH'LUHFWRUVWRPDNHHVWLPDWHVDQGDVVXPSWLRQVWKDWD΍HFWWKH
UHSRUWHGDPRXQWVRIDVVHWVDQGOLDELOLWLHVDWWKHGDWHRIWKHȴQDQFLDOVWDWHPHQWV$OWKRXJKWKHVHHVWLPDWHVDUH
based on management’s best knowledge of current facts, circumstances and, to some extent, future events and
DFWLRQVWKH&RPSDQ\ȇVDFWXDOUHVXOWVPD\XOWLPDWHO\GL΍HUIURPWKRVHHVWLPDWHVSRVVLEO\VLJQLȴFDQWO\
7KHUHKDYHQRWEHHQDQ\LQVWDQFHVUHTXLULQJDQ\VLJQLȴFDQWHVWLPDWHVRUMXGJHPHQWVLQWKH\HDU
O &DVKDQGFDVKHTXLYDOHQWV
Cash comprises cash and demand deposits. Cash equivalents, include bank overdrafts, and short-term, highly
OLTXLGLQYHVWPHQWVWKDWDUHUHDGLO\FRQYHUWLEOHWRNQRZQDPRXQWVRIFDVKDUHVXEMHFWWRLQVLJQLȴFDQWULVNV
of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for
investment or other purposes.
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 67
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 67
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
3. INVESTMENTS
(a) Summary of valuation
$VDW
31 October 2022
£’000
$VDW
31 October 2021
£’000
Investments listed on a recognised overseas investment exchange 199,642 220,271
199,642 220,271
(b) Movements
During the year ended 31 October 2022
2022
£’000
2021
£’000
Book cost at the beginning of the year 193,643 166,181
Revaluation gains on non-derivative investments held at beginning of the year 26,628 14,746
Valuation at beginning of the year 220,271 180,927
Purchases at cost 45,505 100,687
Sales:
– proceeds (48,028) (89,649)
– gains on investment holdings sold during the year 2,681 16,424
Movements in revaluation (losses)/gains on investment held at year end (20,787) 11,882
Valuation at end of the year 199,642 220,271
Book cost at end of the year 193,801 193,643
Revaluation gains on non-derivative investment held at year end 5,841 26,628
Valuation at end of the year 199,642 220,271
Transaction costs on investment purchases for the year ended 31 October 2022 amounted to £17,000 (2021: £46,000)
and on investment sales for the year amounted to £19,000 (2021: £39,000).
The Company received £48,028,000 (2021: £89,649,000) from investments sold during the year. The book cost of these
investments when they were purchased was £45,347,000 (2021: £73,225,000). These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
F/RVVHVJDLQVRQLQYHVWPHQWV
Year ended
31 October 2022
£’000
Year ended
31 October 2021
£’000
Gains on non-derivative investment holdings sold during the year 2,681 16,424
Movements in revaluation (losses)/gains on investment held at year end (20,787) 11,882
Other capital losses (23) (27)
7RWDOORVVHVJDLQVRQQRQGHULYDWLYHLQYHVWPHQWVKHOGDWIDLUYDOXH (18,129) 28,279
Realised (losses)/gains on CFD assets and liabilities (184) 9,434
Unrealised gains on CFD assets and liabilities 195 1,660
7RWDOORVVHVJDLQVRQLQYHVWPHQWVKHOGDWIDLUYDOXH (18,118) 39,373
68 CC Japan Income & Growth Trust plc68 CC Japan Income & Growth Trust plc
4. INCOME
Year ended
31 October 2022
£’000
Year ended
31 October 2021
£’000
Income from investments:
Overseas dividends 8,878 8,241
Total
8,878 8,241
Overseas dividend income is translated into sterling on receipt.
5. INVESTMENT MANAGEMENT FEE
Year ended
31 October 2022
£’000
Year ended
31 October 2021
£’000
Basic fee:
20% charged to revenue 327 318
80% charged to capital 1,306 1,273
Total 1,633 1,591
7KH&RPSDQ\ȇVΖQYHVWPHQW0DQDJHULV&RXSODQG&DUGL΍$VVHW0DQDJHPHQW//37KHΖQYHVWPHQW0DQDJHULVHQWLWOHGWR
UHFHLYHDPDQDJHPHQWIHHSD\DEOHPRQWKO\LQDUUHDUVDQGLVDWWKHUDWHRIRQHWZHOIWKRIRI1HW$VVHW9DOXHSHU
calendar month. There is no performance fee payable to the Investment Manager.
6. OTHER EXPENSES
Year ended
31 October 2022
£’000
Year ended
31 October 2021
£’000
Secretarial services 48 48
$GPLQLVWUDWLRQDQGRWKHUH[SHQVHV 420 416
$XGLWRUȇVUHPXQHUDWLRQȂVWDWXWRU\DXGLWVHUYLFHV 50 45
Directors’ fees 146 125
Other expenses – Revenue 664 634
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 69
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 69
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
7. FINANCE COSTS
Year ended
31 October 2022
£’000
Year ended
31 October 2021
£’000
Interest paid – 100% charged to revenue 23 21
&)'ȴQDQFHFRVWDQGVWUXFWXULQJIHHȂFKDUJHGWRUHYHQXH 45 39
Structuring fees – 20% charged to revenue 1 1
69 61
&)'ȴQDQFHFRVWDQGVWUXFWXULQJIHHȂFKDUJHGWRFDSLWDO 181 157
Structuring fees – 80% charged to capital 4 4
185 161
7RWDOȴQDQFHFRVWV 254 222
8. TAXATION
Year ended 31 October 2022 Year ended 31 October 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(a) Analysis of tax charge in the year:
Overseas withholding tax 888 888 824 824
Total tax charge for the year (see note 8 (b)) 888 888 824 824
E)DFWRUVD΍HFWLQJWKHWD[FKDUJHIRUWKH\HDU
7KHH΍HFWLYH8.FRUSRUDWLRQWD[UDWHIRUWKH\HDULV7KHWD[FKDUJHIRUWKH&RPSDQ\GL΍HUV
from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The
GL΍HUHQFHVDUHH[SODLQHGEHORZ
Year ended 31 October 2022 Year ended 31 October 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Total return before taxation 7,818 (19,818) (12,000) 7,228 38,673 45,901
(΍HFWLYH8.FRUSRUDWLRQWD[DW 1,485 (3,765) (2,280) 1,373 7,348 8,721
(΍HFWVRI
2YHUVHDVZLWKKROGLQJWD[VX΍HUHG 888 888 824 824
Non-taxable overseas dividends (1,687) (1,687) (1,566) (1,566)
Capital losses/(gains) not subject to tax 3,482 3,482 (7,620) (7,620)
Finance costs not tax deductible 13 35 48 12 31 43
Movement in unutilised management expenses 189 248 437 181 241 422
Total tax charge for the year 888 888 824 824
The Company has an unrecognised deferred tax asset of £1,218,000 (2021: £904,000) based on the long-term
prospective corporation tax rate of 25% (2021: 25%). This asset has accumulated because deductible expenses
exceeded taxable income for the year ended 31 October 2022. No asset has been recognised in the accounts because,
given the composition of the Company’s portfolio, it is unlikely that this asset will be utilised in the foreseeable future.
The Company has not provided for deferred tax on any tax losses.
70 CC Japan Income & Growth Trust plc70 CC Japan Income & Growth Trust plc
9. DIVIDEND
L'LYLGHQGVSDLGGXULQJWKHȴQDQFLDO\HDU
Year ended
31 October 2022
£’000
Year ended
31 October 2021
£’000
Second Interim - year ended 31 October 2021 3.35p (2020: 3.20p) 4,514 4,311
Interim dividend - year ended 31 October 2022 1.40p (2021: 1.40p) 1,886 1,886
Total 6,400 6,197
LL7KHGLYLGHQGUHODWLQJWRWKH\HDUHQGHG2FWREHUZKLFKLVWKHEDVLVRQZKLFKWKHUHTXLUHPHQWVRI
Section 1159 of the Corporation Tax Act 2010 are considered is detailed below:
Year ended 31 October 2022 Year ended 31 October 2021
Pence per
Ordinary
Share
£’000
Pence per
Ordinary
Share
£’000
Interim dividend 1.40p 1,886 1.40p 1,886
6HFRQGLQWHULPGLYLGHQG 3.50p 4,716 3.35p 4,513
4.90p 6,602 4.75p 6,399
 1RWLQFOXGHGDVDOLDELOLW\LQWKH\HDUHQGHG2FWREHUDFFRXQWV
7KH'LUHFWRUVKDYHGHFODUHGDVHFRQGLQWHULPGLYLGHQGIRUWKHȴQDQFLDO\HDUHQGHG2FWREHURI3.50 per Ordinary
Share. The dividend will be paid on 3 March 2023 to Shareholders on the register at the close of business on 3 February
2023.
10. OTHER DEBTORS
$VDW
31 October 2022
£’000
$VDW
31 October 2021
£’000
$FFUXHGLQFRPH 3,146 3,194
Sales for settlement 1,184 20
9$7UHFHLYDEOH 62 19
Prepayments and other receivables 42 31
Total 4,434 3,264
11. OTHER CREDITORS
$VDW
31 October 2022
£’000
$VDW
31 October 2021
£’000
Amounts falling due within one year:
Purchases for future settlement 1,933
$FFUXHGȴQDQFHFRVWV 77
$FFUXHGH[SHQVHV 300 297
Total 2,240 304
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 71
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 71
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
12. SHARE CAPITAL
Share capital represents the nominal value of shares that have been issued. The share premium includes any
SUHPLXPVUHFHLYHGRQLVVXHRIVKDUHFDSLWDO$Q\WUDQVDFWLRQFRVWVDVVRFLDWHGZLWKWKHLVVXLQJRIVKDUHVDUHGHGXFWHG
from share premium.
$VDW2FWREHU $VDW2FWREHU
No. of shares £’000 No. of shares £’000
Allotted, issued & fully paid:
Ordinary Shares of 1p
Opening balance 134,730,610 1,348 134,730,610 1,348
Closing balance 134,730,610 1,348 134,730,610 1,348
Since the year end, the Company has issued no Ordinary Shares, with 134,730,610 Ordinary Shares in issue as at
23 January 2023.
Transferable Subscription Shares
On at the year end and the date of this report, the Company had 26,946,122 TSS in issue at a Subscription Price of
£1.61. The TSS were issued as a free bonus to Shareholders on the basis of 1 Subscription Share for every 5 Ordinary
Shares owned. The TSS have a limited life but can be exercised by paying the Subscription Price of £1.61 for new
2UGLQDU\6KDUHVRQDTXDUWHUO\EDVLVRQWKHODVWEXVLQHVVGD\RI0D\$XJXVW1RYHPEHUDQG)HEUXDU\XSXQWLOWKHODVW
EXVLQHVVGD\RI)HEUXDU\ZKHUHXSRQWKH\H[SLUH$VRI2FWREHUQRQHRIWKH766KDYHEHHQH[HUFLVHG
13. RETURN PER ORDINARY SHARE
Total return per Ordinary Share is based on the return on ordinary activities, including income, a loss for the year after
WD[DWLRQRIeSURȴWRIeDQGWKHZHLJKWHGDYHUDJHQXPEHURI2UGLQDU\6KDUHVXQGLOXWHG
in issue for the year to 31 October 2022 of 134,730,610 (2021: 134,730,610); Ordinary Shares-diluted in issue for the
year to 31 October 2022 of 161,676,732 (2021: 134,730,610). The Company’s Ordinary Shares-diluted is due to the
26,946,122 Subscription Shares in issue for the year to 31 October 2022.
The returns per Ordinary Share were as follows:
$VDW2FWREHU $VDW2FWREHU
Revenue Capital Total Revenue Capital Total
Return per Ordinary
Share – undiluted 5.14p (14.71)p
(9.57)p 4.75p 28.70p 33.45p
Return per Ordinary
6KDUHȂGLOXWHG 4.29p (12.26)p
(7.97)p 3.96p 23.92p 27.88p
'LOXWHGDVVXPHVWKDWDOOWKH766LQLVVXHDUHIXOO\VXEVFULEHGIRUDWWKHSULFHRIeSSHU766
72 CC Japan Income & Growth Trust plc72 CC Japan Income & Growth Trust plc
14. NET ASSET VALUE PER SHARE
7RWDO6KDUHKROGHUVȇIXQGVDQGWKHQHWDVVHWYDOXHȊ1$9ȋSHUVKDUHDWWULEXWDEOHWRWKH2UGLQDU\6KDUHKROGHUVDWWKH
\HDUHQGFDOFXODWHGLQDFFRUGDQFHZLWKWKH$UWLFOHVRI$VVRFLDWLRQZHUHDVIROORZV
NAV per Ordinary Share – undiluted
$VDW
31 October 2022
$VDW
31 October 2021
1HW$VVHW9DOXHeȇ 203,582 222,870
Ordinary Shares in issue 134,730,610 134,730,610
NAV per Ordinary Share – undiluted 151.10p 165.42p
NAV per Ordinary Share – diluted
$VDW
31 October 2022
$VDW
31 October 2021
Subscription shares issue 26,946,122 26,946,122
Proceeds from exercise of TSS (£’000) 43,383 43,400
$GMXVWHG1HW$VVHW9DOXHIRUH[HUFLVHRI766eȇ 246,954 266,270
Ordinary Shares – post exercise of TSS 161,676,732 161,676,732
NAV per Ordinary Share – diluted 152.75p 164.68p
$VDWWKH\HDUHQGWKHUHZDVQRGLOXWLRQH΍HFWRQWKH1$9SHUVKDUH
15. RELATED PARTY TRANSACTIONS
Transactions with the Investment Manager and the Alternative Investment Fund Investment Manager (“AIFM”)
7KH&RPSDQ\SURYLGHVDGGLWLRQDOLQIRUPDWLRQFRQFHUQLQJLWVUHODWLRQVKLSZLWKWKHΖQYHVWPHQW0DQDJHUDQG$Ζ)0
&RXSODQG&DUGL΍$VVHW0DQDJHPHQW//37KHIHHVIRUWKHSHULRGDUHGLVFORVHGLQQRWHDQGDPRXQWVRXWVWDQGLQJDW
the year ended 31 October 2022 were £134,000 (2021: £141,000).
Research purchasing agreement
MiFID II treats investment research provided by brokers and independent research providers as a form of
“inducement” to investment managers and requires research to be paid separately from execution costs. In the
past, the costs of broker research were primarily borne by the Company as part of execution costs through dealing
FRPPLVVLRQVSDLGWREURNHUV:LWKH΍HFWIURP-DQXDU\WKLVSUDFWLFHKDVFKDQJHGDVEURNHUVVXEMHFWWR0L)Ζ'
II are now required to price, and charge for, research separately from execution costs. Equally, the rules require the
Investment Manager, as an investment Manager, to ensure that the research costs borne by the Company are paid
IRUWKURXJKDGHVLJQDWHG5HVHDUFK3D\PHQW$FFRXQWȊ53$ȋIXQGHGE\GLUHFWUHVHDUFKFKDUJHVWRWKHΖQYHVWPHQW
Manager’s clients; including the Company.
The research charge for the year 1 January 2022 to 31 December 2022, as agreed between the Investment Manager
and the Company, was £34,000 (31 December 2021: £28,000). The research charge for the year 1 January 2023 to
31 December 2023, as budgeted by the Investment Manager, is £28,000.
Directors’ fees and shareholdings
The Directors’ fees and shareholdings are disclosed in the Directors’ Remuneration Implementation Report on pages
43 to 47LQWKLV$QQXDO5HSRUW
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 73
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 73
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES
Risk Management Policies and Procedures
$VDQLQYHVWPHQWWUXVWWKH&RPSDQ\LQYHVWVLQHTXLWLHVDQGHTXLW\UHODWHGGHULYDWLYHVIRUWKHORQJWHUPVRDVWRVHFXUH
its investment objective stated on page 2. In pursuing its investment objective, the Company is exposed to a variety
RIULVNVWKDWFRXOGUHVXOWLQHLWKHUDUHGXFWLRQLQWKH&RPSDQ\ȇVQHWDVVHWVRUDUHGXFWLRQRIWKHSURȴWVDYDLODEOHIRU
dividends.
These risks, include market risk (comprising currency risk, interest rate risk, and other price risk), liquidity risk, and
credit risk, and the Directors’ approach to the management of them are set out follows.
The objectives, policies and processes for managing the risks, and the methods used to measure the risks, are set out
below.
(a) Market Risk Overview
Economic conditions
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competition, political and diplomatic events and other factors) and in the countries in which the Company’s investee
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FRQFHQWUDWLRQULVNDVLWRQO\LQYHVWVLQ-DSDQHVHFRPSDQLHVEXWKDVGLYHUVLȴHGLQYHVWPHQWVDFURVVWKHGL΍HUHQWVHFWRUV
in the Japanese market.
6HFWRUDOGLYHUVLȴFDWLRQ
7KH&RPSDQ\KDVQROLPLWVRQWKHDPRXQWLWPD\LQYHVWLQDQ\VHFWRU7KLVPD\OHDGWRWKH&RPSDQ\KDYLQJVLJQLȴFDQW
concentrated exposure to portfolio companies in certain business sectors from time to time.
Concentration of investments in any one sector may result in greater volatility in the value of the Company’s
LQYHVWPHQWVDQGFRQVHTXHQWO\LWV1$9DQGPD\PDWHULDOO\DQGDGYHUVHO\D΍HFWWKHSHUIRUPDQFHRIWKH&RPSDQ\DQG
returns to Shareholders.
Unquoted companies
The Company may invest in unquoted companies from time to time. Such investments, by their nature, involve a
higher degree of valuation and performance uncertainties and liquidity risks than investments in listed and quoted
VHFXULWLHVDQGWKH\PD\EHPRUHGLɝFXOWWRUHDOLVH+RZHYHUWKH&RPSDQ\GRHVQRWFXUUHQWO\KROGDQGKDVQHYHUKHOG
any unquoted securities.
Management of market risk
7KH&RPSDQ\LVLQYHVWHGLQDGLYHUVLȴHGSRUWIROLRRILQYHVWPHQWV7KH&RPSDQ\ȇVLQYHVWPHQWSROLF\VWDWHVWKDWQR
VLQJOHKROGLQJLQFOXGLQJDQ\GHULYDWLYHLQVWUXPHQWZLOOUHSUHVHQWPRUHWKDQRIWKH&RPSDQ\ȇV*URVV$VVHWVDW
the time of investment and, when fully invested, the portfolio is expected to have between 30 to 40 holdings although
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PD[LPXPRIRIWKH&RPSDQ\ȇV*URVV$VVHWVDWWKHWLPHRILQYHVWPHQWPD\EHLQYHVWHGLQXQTXRWHGRUXQWUDGHG
companies at time of investment.
7KHΖQYHVWPHQW0DQDJHUȇVDSSURDFKZLOOLQPRVWFDVHVDFKLHYHGLYHUVLȴFDWLRQDFURVVDQXPEHURIVHFWRUVDVVKRZQLQ
WKH+ROGLQJVLQ3RUWIROLRRQpages 29 and 30.
(b) Currency risk
The majority of the Company’s assets will be denominated in a currency other than sterling (predominantly in yen)
and changes in the exchange rate between sterling and yen may lead to a depreciation of the value of the Company’s
assets as expressed in sterling and may reduce the returns to the Company from its investments and, therefore,
negatively impact the level of dividends paid to shareholders.
74 CC Japan Income & Growth Trust plc74 CC Japan Income & Growth Trust plc
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
Management of currency risk
The Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency
exposure is regularly reported to the Board by the Investment Manager. The Company does not currently intend to
enter into any arrangements to hedge its underlying currency exposure to investment denominated in yen, although
the Investment Manager and the Board will keep this approach under regular review.
Foreign currency exposures
$QDQDO\VLVRIWKH&RPSDQ\ȇVDVVHWVDQGOLDELOLWLHVGHQRPLQDWHGLQ\HQDUHDVIROORZV
$VDW
31 October 2022
£’000
$VDW
31 October 2021
£’000
Equity Investments: Yen 199,642 220,271
Receivables (due from brokers, dividends, and other income receivable) 4,330 3,214
CFD: yen (fair value of open positions) (100) (295)
Cash and cash equivalent: yen (1,927) (3,360)
Total 201,945 219,830
Foreign currency sensitivity
If the Japanese Yen had appreciated or depreciated by 10% as at 31 October 2022 (2021: 10%) then the returns of the
company as at that date would have increased or decreased as shown below:
Increase in
Fair Value
$VDW
31 October
2022
£’000
Decrease in
Fair Value
$VDW
31 October
2022
£’000
Increase in
Fair Value
$VDW
31 October
2021
£’000
Decrease in
Fair Value
$VDW
31 October
2021
£’000
Impact on capital return – increase/(decrease) 20,195 (20,195) 21,983 (21,983)
Return after taxation – increase/(decrease) 20,195 (20,195) 21,983 (21,983)
:LWKLQWKHIRUHLJQFXUUHQF\H[SRVXUHVWDEOHWKH2FWREHUȴJXUHIRU&)'VZDVSUHYLRXVO\UHSRUWHGDV
£44,055,000 which represented the CFDs absolute exposure, rather than the fair value of open positions. The
corresponding foreign currency sensitivity was previously reported as +/- £26,418,000.
(c) Leverage risk
Derivative instruments
7KH&RPSDQ\PD\XWLOLVHORQJRQO\&)'VRUHTXLW\VZDSVIRUJHDULQJDQGHɝFLHQWSRUWIROLRPDQDJHPHQWSXUSRVHV
/HYHUDJHPD\EHJHQHUDWHGWKURXJKWKHXVHRI&)'VRUHTXLW\VZDSV6XFKȴQDQFLDOLQVWUXPHQWVLQKHUHQWO\FRQWDLQ
much greater leverage than a non-margined purchase of the underlying security or instrument. This is due to the fact
that, generally, only a very small portion (and in some cases none) of the value of the underlying security or instrument
LVUHTXLUHGWREHSDLGLQRUGHUWRPDNHVXFKOHYHUDJHGLQYHVWPHQWV$VDUHVXOWRIDQ\OHYHUDJHHPSOR\HGE\WKH
&RPSDQ\VPDOOFKDQJHVLQWKHYDOXHRIWKHXQGHUO\LQJDVVHWVPD\FDXVHDUHODWLYHO\ODUJHFKDQJHLQWKH1HW$VVHW
9DOXHRIWKH&RPSDQ\0DQ\VXFKȴQDQFLDOLQVWUXPHQWVDUHVXEMHFWWRYDULDWLRQRURWKHULQWHULPPDUJLQUHTXLUHPHQWV
which may force premature liquidation of investment positions.
Borrowing risks
The Company may use borrowings to seek to enhance investment returns. While the use of borrowings can enhance
the total return on the Ordinary Shares where the return on the Company’s underlying assets is rising and exceeds the
FRVWRIERUURZLQJLWZLOOKDYHWKHRSSRVLWHH΍HFWZKHUHWKHUHWXUQRQWKH&RPSDQ\ȇVXQGHUO\LQJDVVHWVLVULVLQJDWD
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 75
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 75
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
ORZHUUDWHWKDQWKHFRVWRIERUURZLQJRUIDOOLQJIXUWKHUUHGXFLQJWKHWRWDOUHWXUQRQWKH2UGLQDU\6KDUHV$VDUHVXOW
WKHXVHRIERUURZLQJVE\WKH&RPSDQ\PD\LQFUHDVHWKHYRODWLOLW\RIWKH1HW$VVHW9DOXHSHU2UGLQDU\6KDUH7KH
Company had no borrowings at the year end.
$Q\UHGXFWLRQLQWKHYDOXHRIWKH&RPSDQ\ȇVLQYHVWPHQWVPD\OHDGWRDFRUUHVSRQGLQJO\JUHDWHUSHUFHQWDJHUHGXFWLRQ
LQLWV1HW$VVHW9DOXHZKLFKLVOLNHO\WRDGYHUVHO\D΍HFWWKHSULFHRIDQ2UGLQDU\6KDUH$Q\UHGXFWLRQLQWKHQXPEHU
of Ordinary Shares in issue (for example, as a result of buy backs) will, in the absence of a corresponding reduction in
borrowings, result in an increase in the Company’s level of gearing.
To the extent that a fall in the value of the Company’s investments causes gearing to rise to a level that is not
consistent with the Company’s gearing policy or borrowing limits, the Company may have to sell investments in order
WRUHGXFHERUURZLQJVZKLFKPD\JLYHULVHWRDVLJQLȴFDQWORVVRIYDOXHFRPSDUHGWRWKHERRNYDOXHRIWKHLQYHVWPHQWV
as well as a reduction in income from investments.
Management of leverage risk
7KHDJJUHJDWHRIERUURZLQJVDQGORQJRQO\&)'DQGHTXLW\VZDSH[SRVXUHZLOOQRWH[FHHGRI1HW$VVHW9DOXHDW
the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate, although
WKH&RPSDQ\ȇVQRUPDOSROLF\ZLOOEHWRXWLOLVHDQGPDLQWDLQJHDULQJWRDORZHUOLPLWRIRI1HW$VVHW9DOXHDWWKH
time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate. It is expected
that any borrowings entered into will principally be denominated in Yen.
7KH&RPSDQ\ȇVOHYHORIJHDULQJDVDW2FWREHULVGLVFORVHGLQWKH$OWHUQDWLYH3HUIRUPDQFH0HDVXUHVVHFWLRQRQ
page 82RIWKLV$QQXDO5HSRUW
(d) Interest rate risk
7KH&RPSDQ\LVH[SRVHGWRLQWHUHVWUDWHULVNVSHFLȴFDOO\WKURXJKLWVFDVKKROGLQJVDQGRQSRVLWLRQVZLWKLQWKH&)'
SRUWIROLRΖQWHUHVWUDWHPRYHPHQWVPD\D΍HFWWKHOHYHORILQFRPHUHFHLYDEOHIURPDQ\FDVKDWEDQNDQGRQGHSRVLWV
7KHH΍HFWRILQWHUHVWUDWHFKDQJHVRQWKHHDUQLQJVRIWKHFRPSDQLHVKHOGZLWKLQWKHSRUWIROLRPD\KDYHDVLJQLȴFDQW
impact on the valuation of the Company’s investments. Movements in interest rates will also have an impact on the
YDOXDWLRQRIWKH&)'GHULYDWLYHFRQWUDFWVΖQWHUHVWUHFHLYDEOHRQFDVKEDODQFHVRUSDLGRQRYHUGUDIWVLVDWȴ[HGUDWH
Management of interest rate risk
7KHSRVVLEOHH΍HFWVRQ)DLU9DOXHDQGFDVKȵRZVWKDWFRXOGDULVHDVDUHVXOWRIFKDQJHVLQLQWHUHVWUDWHVDUHWDNHQ
into account when making investment decisions. Derivative contracts are not used to hedge against the exposure to
interest rate risk.
ΖQWHUHVWLQFRPHHDUQHGRQGHSRVLWVDQGSDLGRQRYHUGUDIWE\WKH&RPSDQ\LVSULPDULO\GHULYHGIURPȴ[HGLQWHUHVW
rates, as such do not have a material exposure to interest rate risk.
7KHEDQNRYHUGUDIWLVDQLQWHJUDOSDUWRIFDVKPDQDJHPHQWDQGWKH&RPSDQ\KDVDOHJDOULJKWRIR΍VHWDQGKDVWKH
intention to settle this at net.
Interest rate exposure
7KHH[SRVXUHDW2FWREHURIȴQDQFLDODVVHWVDQGOLDELOLWLHVWRLQWHUHVWUDWHULVNLVVKRZQE\UHIHUHQFHWRȵRDWLQJ
interest rates – when the interest rate is due to be reset. Due to the current low interest rate environment in Japan, no
sensitivity analysis is shown as the total impact will not be material.
$VDW
31 October 2022
due within
one year
£’000
$VDW
31 October 2021
due within
one year
£’000
([SRVXUHWRȵRDWLQJLQWHUHVWUDWHV&)'GHULYDWLYHFRQWUDFWȂDEVROXWHH[SRVXUH 39,926 44,055
Collateral paid in respect of CFDs 433
76 CC Japan Income & Growth Trust plc76 CC Japan Income & Growth Trust plc
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
(e) Credit risk
Credit risk is the possibility of a loss to the Company due to the failure of the counterparty to a transaction discharging
its obligations under that transaction.
Cash and other assets held by the Depositary
The cash and other assets held by the Depositary, or its sub-custodians are subject to counterparty credit risk as the
Company’s access to its cash could be delayed should the counterparties become insolvent or bankrupt.
Derivative instruments
The Company’s holdings in CFD contracts present counterparty credit risks, with the risk of the counter party (Morgan
Stanley & Co International plc) defaulting.
Management of credit risk
Cash and other assets held by the Depositary
Cash and other assets that are required to be held in custody will be held by the depositary or its sub-custodians. Cash
and other assets may not be treated as segregated assets and will therefore not be segregated from any custodian’s
own assets in the event of the insolvency of a custodian. Cash held with any custodian will not be treated as client
PRQH\VXEMHFWWRWKHUXOHVRIWKH)LQDQFLDO&RQGXFW$XWKRULW\Ȇ)&$ȇDQGPD\EHXVHGE\DFXVWRGLDQLQWKHFRXUVH
of its own business. The Company will therefore be subject to the creditworthiness of its custodians. In the event of
the insolvency of a custodian, the Company will rank as a general creditor in relation thereto and may not be able
to recover such cash in full, or at all. The Company has appointed Northern Trust Investor Services Limited as its
depositary. The credit rating of Northern Trust was reviewed at time of appointment and will be reviewed on a regular
EDVLVE\WKHΖQYHVWPHQW0DQDJHUDQGRUWKH%RDUG7KH)LWFKȇVFUHGLWUDWLQJRI1RUWKHUQ7UXVWLV$$
Derivative instruments
Where the Company utilises CFDs or equity swaps, it is likely to take a credit risk with regard to the parties with whom
LWWUDGHVDQGPD\DOVREHDUWKHULVNRIVHWWOHPHQWGHIDXOW7KHVHULVNVPD\GL΍HUPDWHULDOO\IURPWKRVHHQWDLOHGLQ
exchange-traded transactions that generally are backed by clearing organisation guarantees, daily marking-to-market
and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions
HQWHUHGLQWRGLUHFWO\EHWZHHQFRXQWHUSDUWLHVJHQHUDOO\GRQRWEHQHȴWIURPVXFKSURWHFWLRQVDQGH[SRVHWKHSDUWLHVWR
the risk of counterparty default. CFD contracts generally require variation margins and the counterparty credit risk is
monitored by the Investment Manager.
The Investment Manager monitors the Company’s exposure to its counterparties on a regular basis and the position is
reviewed by the Directors at Board meetings. Investment transactions are carried out with a number of brokers, whose
credit-standing is reviewed periodically by the Investment Manager, and limits are set on the amount that may be due
from any one broker.
In summary, the exposure to credit risk as at 31 October 2022 was as follows:
$VDW
31 October 2022
3 months or less
£’000
$VDW
31 October 2021
3 months or less
£’000
Cash at bank 1,413
$PRXQWVGXHLQUHVSHFWRI&)'V 2,680 443
Collateral paid in respect of CFDs 433
Debtors 4,434 3,264
Total 8,960 3,707
None of the above assets or liabilities were impaired or past due but not impaired.
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 77
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 77
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
(f) Other Price Risk
2WKHUSULFHULVNLVWKHULVNWKDWWKHIDLUYDOXHRUIXWXUHFDVKȵRZVRIDȴQDQFLDOLQVWUXPHQWZLOOȵXFWXDWHEHFDXVHRI
changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes
DUHFDXVHGE\IDFWRUVVSHFLȴFWRWKHLQGLYLGXDOȴQDQFLDOLQVWUXPHQWRULWVLVVXHURUIDFWRUVD΍HFWLQJVLPLODUȴQDQFLDO
instruments traded in the market.
The Company is exposed to market price risk arising from its equity investments and its exposure to the positions
within the CFD portfolio. The movements in the prices of these investments result in movements in the performance of
the Company.
The Company’s exposure to other changes in market prices at 31 October 2022 on its equity investments was
£199,631,000 (2021: £220,271,000).
In addition, the Company’s gross market exposure to these price changes through its CFD portfolio was £39,926,000
through long positions (2021: £44,055,000).
The Company uses CFDs, as part of its investment policy. These instruments can be highly volatile and potentially
expose investors to a higher risk of loss. The low initial margin deposits normally required to establish a position in
VXFKLQVWUXPHQWVSHUPLWDKLJKGHJUHHRIOHYHUDJH$VDUHVXOWDUHODWLYHO\VPDOOPRYHPHQWLQWKHSULFHRIDFRQWUDFW
PD\UHVXOWLQDSURȴWRUORVVZKLFKLVKLJKLQSURSRUWLRQWRWKHYDOXHRIWKHQHWH[SRVXUHVLQWKHXQGHUO\LQJ&)'
SRVLWLRQVΖQDGGLWLRQGDLO\OLPLWVRQSULFHȵXFWXDWLRQVDQGVSHFXODWLYHSRVLWLRQOLPLWVRQH[FKDQJHVPD\SUHYHQW
prompt liquidation of positions resulting in potentially greater losses.
The Company limits the gross market exposure, and therefore the leverage, of this strategy to approximately 200% of
the Company’s net assets. The CFDs utilised have a linear performance to referenced stocks quoted on exchanges and
WKHUHIRUHKDYHWKHVDPHYRODWLOLW\SURȴOHWRWKHXQGHUO\LQJVWRFNV
Market exposures to derivative contracts are disclosed below.
The Company’s exposure to CFDs is the aggregate of long CFD Positions. The gross and net market exposure is the
same as the Company does not hold Short CFD Positions.
Exposures are monitored daily by the Investment Manager. The Company’s Board also reviews exposures regularly.
The gross underlying notional exposures within the CFD portfolio as at 31 October 2022 were:
$VDW2FWREHU $VDW2FWREHU
£’000
% of net
assets £’000
% of net
assets
CFDs – (absolute exposure) 39,926 19.61% 44,055 19.77%
CFDs – (net exposure) 39,926 19.61% 44,055 19.77%
The Board of Directors manages the market price risks inherent in the investment portfolio by ensuring full and timely
access to relevant information from the Investment Manager. The Board meets regularly and at each meeting reviews
investment performance. The Board monitors the Investment Manager’s compliance with the Company’s objective.
Concentration of exposure to other price risk
$VHFWRUEUHDNGRZQRIWKHSRUWIROLRLVFRQWDLQHGLQWKH3RUWIROLRRQSDJH31.
Other price risk sensitivity
7KHIROORZLQJWDEOHLOOXVWUDWHVWKHVHQVLWLYLW\RIWKHSURȴWDIWHUWD[DWLRQIRUWKHSHULRGWRDQLQFUHDVHRUGHFUHDVHRI
10% in the fair values of the Company’s equities and CFDs. This level of change is considered to be reasonably possible
based on observation of current market conditions. The sensitivity analysis is based on the notional exposure of the
Company’s equities investments and long CFDs.
78 CC Japan Income & Growth Trust plc78 CC Japan Income & Growth Trust plc
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
$VDW2FWREHU $VDW2FWREHU
Increase in
Fair Value
£’000
Decrease in
Fair Value
£’000
Increase in
Fair Value
£’000
Decrease in
Fair Value
£’000
Impact on capital return – increase/(decrease) 23,967 (23,967) 26,462 (26,462)
Return after taxation – increase/(decrease) 23,967 (23,967) 26,462 (26,462)
J /LTXLGLW\5LVN
The securities of small-to-medium-sized (by market capitalisation) companies may have a more limited secondary
PDUNHWWKDQWKHVHFXULWLHVRIODUJHUFRPSDQLHV$FFRUGLQJO\LWPD\EHPRUHGLɝFXOWWRH΍HFWVDOHVRIVXFKVHFXULWLHV
at an advantageous time or without a substantial drop in price than securities of a company with a large market
capitalisation and broad trading market. In addition, securities of small-to-medium-sized companies may have greater
price volatility as they can be more vulnerable to adverse market factors such as unfavourable economic reports.
Management of liquidity risk
The Company’s Investment Manager monitors the liquidity of the Company’s portfolio on a regular basis.
Liquidity risk exposure
7KHXQGLVFRXQWHGJURVVFDVKRXWȵRZVRIWKHȴQDQFLDOOLDELOLWLHVDVDW2FWREHUEDVHGRQWKHHDUOLHVWGDWHRQ
which payment can be required, were as follows:
$VDW
31 October 2022
less than 3 months
£’000
$VDW
31 October 2021
less than 3 months
£’000
Bank overdraft 48
$PRXQWVSD\DEOHLQUHVSHFWRI&)'V 2,780 756
Other payables 2,240 304
Total 5,020 1,108
The Company is exposed to liquidity risks from the leverage employed through exposure to long only CFD positions.
+RZHYHUWLPHO\VDOHRIWUDGLQJSRVLWLRQVFDQEHLPSDLUHGE\PDQ\IDFWRUVLQFOXGLQJGHFUHDVHGWUDGLQJYROXPHDQG
LQFUHDVHGSULFHYRODWLOLW\$VDUHVXOWWKH&RPSDQ\FRXOGH[SHULHQFHGLɝFXOWLHVLQGLVSRVLQJRIDVVHWVWRVDWLVI\OLTXLGLW\
GHPDQGV/LTXLGLW\ULVNLVPLQLPLVHGE\KROGLQJVXɝFLHQWOLTXLGLQYHVWPHQWVZKLFKFDQEHUHDGLO\UHDOLVHGWRPHHW
liquidity demands. The Company’s liquidity risk is managed on a daily basis by the Investment Manager in accordance
with established policies and procedures in place.
(h) Fair Value Measurements of Financial Assets and Financial Liabilities
7KHȴQDQFLDODVVHWVDQGOLDELOLWLHVDUHHLWKHUFDUULHGLQWKHEDODQFHVKHHWDWWKHLU)DLU9DOXHRUWKHEDODQFHVKHHW
amount is a reasonable approximation of Fair Value (due from brokers, dividends receivable, accrued income, due to
brokers, accruals and cash and cash equivalents).
The valuation techniques for investments and derivatives used by the Company are explained in the accounting
policies notes 2 (b and c) on page 65.
7KHWDEOHEHORZVHWVRXW)DLU9DOXHPHDVXUHPHQWVXVLQJ)DLU9DOXH+LHUDUFK\
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 79
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 79
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
$VDW2FWREHU
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
$VVHWV
Equity investments 199,642 199,642
CFDs – Unrealised Fair Value gains 2,680 2,680
Liabilities:
CFDs – Unrealised Fair Value losses (2,780) (2,780)
Total 199,642 (100) 199,542
$VDW2FWREHU
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
$VVHWV
Equity investments 220,271 220,271
CFDs – Unrealised Fair Value gains 443 443
Liabilities:
CFDs – Unrealised Fair Value losses (738) (738)
Total 220,271 (295) 219,976
There were no transfers between levels during the year (2021: same).
&DWHJRULVDWLRQZLWKLQWKHKLHUDUFK\KDVEHHQGHWHUPLQHGRQWKHEDVLVRIWKHORZHVWOHYHOLQSXWWKDWLVVLJQLȴFDQWWRWKH
Fair Value measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets.
Level 2 – valued by reference to valuation techniques using observable inputs including quoted prices.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
There were no Level 3 investments as at 31 October 2022 (2021: nil).
(i) Capital Management Policies and Procedures
The Company’s capital management objectives are:
to ensure that the Company will be able to continue as a going concern; and
to provide dividend income combined with capital growth, mainly through investment in equities listed or quoted in
-DSDQDQGE\XWLOLVLQJWKHOHYHUDJHH΍HFWRI&)'
The key performance indicators are contained in the strategic report on pages 11 and 12.
The Company is subject to several externally imposed capital requirements:
Ȃ $VDSXEOLFFRPSDQ\WKH&RPSDQ\KDVWRKDYHDPLQLPXPVKDUHFDSLWDORIe
Ȃ ΖQRUGHUWREHDEOHWRSD\GLYLGHQGVRXWRISURȴWVDYDLODEOHIRUGLVWULEXWLRQE\ZD\RIGLYLGHQGVWKH&RPSDQ\KDVWR
be able to meet one of the two capital restriction tests imposed on investment companies by company law.
The Company’s capital at 31 October 2022 comprises called up share capital and reserves totalling £203,582,000 (2021:
£222,870,000).
The Board regularly monitors and has complied with the capital requirements.
80 CC Japan Income & Growth Trust plc80 CC Japan Income & Growth Trust plc
17. DISTRIBUTABLE RESERVES
The Company’s distributable reserves consist of the Special reserve, Revenue reserve and Capital reserve attributable
WRUHDOLVHGSURȴWV$VDW2FWREHUWKHWRWDO&DSLWDOUHVHUYHGLVWULEXWDEOHLVeeWRWDO
Capital reserve not distributable is £5,841,000 (2021: £26,628,000).
6SHFLDOUHVHUYH$VVWDWHGLQWKH&RPSDQ\ȇVSURVSHFWXVGDWHG1RYHPEHULQRUGHUWRLQFUHDVHWKHGLVWULEXWDEOH
UHVHUYHVDYDLODEOHWRIDFLOLWDWHWKHȵH[LELOLW\DQGVRXUFHRIIXWXUHGLYLGHQGVWKH&RPSDQ\UHVROYHGWKDWFRQGLWLRQDO
XSRQ)LUVW$GPLVVLRQWROLVWLQJRQWKH/RQGRQ6WRFN([FKDQJHDQGWKHDSSURYDORIWKH&RXUWWKHQHWDPRXQWVWDQGLQJ
to the credit of the share premium account of the Company immediately following completion of the First Issue be
cancelled and transferred to a special distributable reserve. Following approval by the Court, the cancellation became
H΍HFWLYHRQ0DUFKDQGDQDPRXQWRIeZDVWUDQVIHUUHGWRWKHDERYH6SHFLDOUHVHUYHDWWKDWWLPH
The Special reserve may be used to fund dividend payments.
18. SUBSEQUENT EVENTS
There were no post balance sheet events other than those already disclosed in this report.
NOTES TO THE ACCOUNTS
continued
CC Japan Income & Growth Trust plc 81
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 81
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES
Administrator The Company’s administrator, the current such administrator being
$SH[/LVWHG&RPSDQLHV6HUYLFHV8./LPLWHGIROORZLQJ6DQQH*URXSȇV
acquisition of the Funds division of PraxisIFM in December 2021 and
$SH[*URXSȇVVXEVHTXHQWDFTXLVLWLRQRI6DQQHLQ$XJXVW
AIC $VVRFLDWLRQRIΖQYHVWPHQW&RPSDQLHV
Alternative Investment Fund or “AIF” $QLQYHVWPHQWYHKLFOHXQGHU$Ζ)0'8QGHU$Ζ)0'VHHEHORZWKH
&RPSDQ\LVFODVVLȴHGDVDQ$Ζ)
Alternative Investment Fund Managers
Directive or “AIFMD”
The UK version of an European Union Directive which came into force on
22 July 2013 and which is part of UK law by virtue of the European Union
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Alternative Performance Measure or
“APM”
$ȴQDQFLDOPHDVXUHRIKLVWRULFDORUIXWXUHȴQDQFLDOSHUIRUPDQFHȴQDQFLDO
SRVLWLRQRUFDVKȵRZVRWKHUWKDQDȴQDQFLDOPHDVXUHGHȴQHGRU
VSHFLȴHGLQWKHDSSOLFDEOHȴQDQFLDOUHSRUWLQJIUDPHZRUN
Annual General Meeting or “AGM” $PHHWLQJKHOGRQFHD\HDUZKLFK6KDUHKROGHUVDUHHQWLWOHGWRDWWHQG
and where they can vote on resolutions to be put forward at the meeting
and ask Directors questions about the Company.
Absolute exposure 7KHDEVROXWHGL΍HUHQFHEHWZHHQWKH&RPSDQ\ȇVORQJSRVLWLRQVDQGVKRUW
positions.
Bonus Issue The distribution of subscription shares to qualifying Shareholders. In
this report pertinent to the issue to qualifying Shareholders of new
Transferable Subscription Shares on the basis of one new Transferable
6XEVFULSWLRQ6KDUHIRUHYHU\ȴYHH[LVWLQJ2UGLQDU\6KDUHV
Cum-dividend $GLYLGHQGWKDWKDVEHHQGHFODUHGEXWQRW\HWSDLGRXW
&)'RU&RQWUDFWIRU'L΍HUHQFH $ȴQDQFLDOLQVWUXPHQWZKLFKSURYLGHVH[SRVXUHWRDQXQGHUO\LQJHTXLW\
ZLWKWKHSURYLGHUȴQDQFLQJWKHFRVWWRWKHEX\HUZLWKWKHEX\HUUHFHLYLQJ
WKHGL΍HUHQFHRIDQ\JDLQRUSD\LQJIRUDQ\ORVV
Custodian $QHQWLW\WKDWLVDSSRLQWHGWRKROGDQGVDIHJXDUGDFRPSDQ\ȇVDVVHWV
Depositary &HUWDLQ$Ζ)VPXVWDSSRLQWGHSRVLWDULHVXQGHUWKHUHTXLUHPHQWVRI$Ζ)0'
$GHSRVLWDU\ȇVGXWLHVLQFOXGHLQWHUDOLDVDIHNHHSLQJRIWKH&RPSDQ\ȇV
DVVHWVDQGFDVKPRQLWRULQJ8QGHU$Ζ)0'WKHGHSRVLWDU\LVDSSRLQWHG
under a strict liability regime. The Company’s Depositary is Northern
7UXVWΖQYHVWRU6HUYLFHV/LPLWHGZLWKH΍HFWIURP1RYHPEHU
Diluted NAV per Ordinary Share 'LOXWHG1$9SHU2UGLQDU\6KDUHFDOFXODWHVD&RPSDQ\ȇV1$9LIDOO
subscriptions shares were converted.
Dividend Income receivable from an investment in shares.
Discount (APM) The amount, expressed as a percentage, by which the share price is less
WKDQWKH1$9SHU2UGLQDU\6KDUH
82 CC Japan Income & Growth Trust plc82 CC Japan Income & Growth Trust plc
$VDW2FWREHU Page
1$9SHU2UGLQDU\6KDUHSHQFH a 2 151.1
Share price (pence) b 2 138.8
Discount
(b÷a)-1 8.1%
$VDW2FWREHU Page
1$9SHU2UGLQDU\6KDUHSHQFH a 2 165.4
Share price (pence) b 2 154.0
Discount
(b÷a)-1 6.9%
Ex-dividend date
The date from which you are not entitled to receive a dividend which has
been declared and is due to be paid to shareholders.
Financial Conduct Authority or “FCA” 7KHLQGHSHQGHQWERG\WKDWUHJXODWHVWKHȴQDQFLDOVHUYLFHVLQGXVWU\LQWKH
UK.
Gearing (APM) $ZD\WRPDJQLI\LQFRPHDQGFDSLWDOUHWXUQVEXWZKLFKFDQDOVRPDJQLI\
losses. The Company may be geared through the CFDs and if utilised, the
overdraft facility, with The Northern Trust Company.
$VDW2FWREHU Page £’000
&)'QRWLRQDOPDUNHWYDOXH a n/a 39,926
1RQEDVHFDVKERUURZLQJV b n/a 2,652
1$9 c 203,582
Gearing (net)
DEF 20.9%
$VDW2FWREHU Page £’000
&)'QRWLRQDOPDUNHWYDOXH a n/a 44,055
1RQEDVHFDVKERUURZLQJV b n/a 2,914
1$9 c 222,870
Gearing (net)
DEF 21.1%
 &)'SRVLWLRQVLQXQGHUO\LQJDVVHWYDOXH
 1RQEDVHFDVKERUURZLQJVUHSUHVHQWVERUURZLQJVLQ<HQ
Gross assets (APM) The Company’s total assets including any leverage amount.
Index $EDVNHWRIVWRFNVZKLFKLVFRQVLGHUHGWRUHSOLFDWHDSDUWLFXODUVWRFN
market or sector.
Gross market exposure 7KH&RPSDQ\ȇVWRWDOH[SRVXUHLQYHVWPHQWYDOXHLQWKHȴQDQFLDOPDUNHW
prices.
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (“APM”)
continued
CC Japan Income & Growth Trust plc 83
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 83
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Gross underlying notional exposure The company’s total exposure value on the underlying asset of its
derivatives.
Investment company $FRPSDQ\IRUPHGWRLQYHVWLQDGLYHUVLȴHGSRUWIROLRRIDVVHWV
Investment trust $FORVHGHQGLQYHVWPHQWFRPSDQ\ZKLFKLVEDVHGLQWKH8QLWHG.LQJGRP
(“UK”) and which meets certain tax conditions which enables it to be
exempt from UK corporation tax on its capital gains. This Company is an
investment trust.
Leverage (APM) 8QGHUWKH$OWHUQDWLYHΖQYHVWPHQW)XQG0DQDJHUV'LUHFWLYHȊ$Ζ)0'ȋ
OHYHUDJHLVDQ\PHWKRGE\ZKLFKWKHH[SRVXUHRIDQ$OWHUQDWLYH
ΖQYHVWPHQW)XQGȊ$Ζ)ȋLVLQFUHDVHGWKURXJKERUURZLQJRIFDVKRU
securities or leverage embedded in derivative positions.
8QGHU$Ζ)0'OHYHUDJHLVEURDGO\VLPLODUWRJHDULQJEXWLVH[SUHVVHG
as a ratio between the assets (excluding borrowings) and the net assets
(after taking account of borrowing). Under the gross method, exposure
represents the sum of the Company’s positions after deduction of cash
balances, without taking account of any hedging or netting arrangements.
Under the commitment method, exposure is calculated without the
deduction of cash balances and after certain hedging and netting
SRVLWLRQVDUHR΍VHWDJDLQVWHDFKRWKHU
8QGHUERWKPHWKRGVWKH$Ζ)0KDVVHWFXUUHQWPD[LPXPOLPLWVRI
leverage for the Company of 200%.
$VDW2FWREHU
Gross
£’000
Commitment
£’000
Security market value a 199,642 199,642
CFD notional market value b 39,926 39,926
&DVKDQGFDVKHTXLYDOHQWV c 2,676 1,098
1$9 d 203,582 203,582
Leverage
DEFG 119% 118%
$VDW2FWREHU
Gross
£’000
Commitment
£’000
Security market value a 220,271 220,271
CFD notional market value b 44,055 44,055
&DVKDQGFDVKHTXLYDOHQWV c 3,338 45
1$9 d 222,870 222,870
Leverage
DEFG 120% 119%
 &DVKDQGFDVKHTXLYDOHQWVUHSUHVHQWJURVVRYHUGUDIWDQGQHWRYHUGUDIWZLWK1RUWKHUQ7UXVW.
0DUNHWOLTXLGLW\ The extent to which investments can be bought or sold at short notice.
Net assets $QLQYHVWPHQWFRPSDQ\ȇVDVVHWVOHVVLWVOLDELOLWLHV
84 CC Japan Income & Growth Trust plc84 CC Japan Income & Growth Trust plc
Net Asset Value (NAV) per Ordinary
Share
Net assets divided by the number of Ordinary Shares in issue (excluding
any shares held in treasury).
Net exposure 7KHGL΍HUHQFHEHWZHHQWKH&RPSDQ\ȇVORQJSRVLWLRQVDQGVKRUW
positions.
Ordinary Shares Ordinary shares of £0.01 each in the capital of the Company.
Ongoing charges (APM) $PHDVXUHH[SUHVVHGDVDSHUFHQWDJHRIDYHUDJH1$9RIWKHUHJXODU
recurring annual costs of running an investment company.
Year end 31 October 2022 Page
$YHUDJH1$9 a n/a 217,165,791
$QQXDOLVHGH[SHQVHV b 46 2,297,000
Ongoing charges
(b÷a) 1.06%
Year end 31 October 2021 Page
$YHUDJH1$9 a n/a 211,514,855
$QQXDOLVHGH[SHQVHV b 46 2,225,000
Ongoing charges
(b÷a) 1.05%
Portfolio
$FRPSRVLWLRQRIGL΍HUHQWLQYHVWPHQWKROGLQJVFRQVWUXFWHGDQGKHOGLQ
order to deliver returns to Shareholders and to spread risk.
Premium (APM) The amount, expressed as a percentage, by which the share price is more
WKDQWKH1HW$VVHW9DOXHSHUVKDUH
Share buyback $SXUFKDVHE\DFRPSDQ\RILWVRZQVKDUHV6KDUHVFDQHLWKHUEHERXJKW
back for cancellation or held in treasury.
Share price The price of a share as determined by buyers and sellers on the relevant
stock exchange.
Subscription Share Prices The price at which the Transferable Subscription Share Rights
are exercised in accordance with the terms and conditions of the
Transferable Subscription shares.
Transferable Subscription Share Rights The right conferred by each Transferable Subscription Share to subscribe
for one Ordinary Share as detailed in the prospectus.
Transferable Subscription Shares The transferable subscription shares in the capital of the Company as a
Bonus Issue.
Treasury shares $FRPSDQ\ȇVRZQVKDUHVKHOGLQ7UHDVXU\DFFRXQWE\WKHFRPSDQ\EXW
which are available to be resold in the market.
Total return (APM) $PHDVXUHRISHUIRUPDQFHWKDWWDNHVLQWRDFFRXQWERWKLQFRPHDQG
capital returns.
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (“APM”)
continued
CC Japan Income & Growth Trust plc 85
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 85
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Year end 31 October 2022 Page Share price 1$9
Opening at 1 November 2021 (in pence) a 2 154.0 165.4
Closing at 31 October 2022 (in pence) b 2 138.8 151.1
Price movement (b÷a)-1 c n/a -9.9% -8.7%
Dividend reinvestment d n/a 2.8% 2.8%
Total return
(c+d) -7.1% -5.9%
Year end 31 October 2021 Page Share price Cum-income
1$9
Opening at 1 November 2020 (in pence) a 2 119.5 136.8
Closing at 31 October 2021 (in pence) b 2 154.0 165.4
Price movement (b÷a)-1 c n/a 28.9% 20.9%
'LYLGHQGUHLQYHVWPHQW d n/a 3.8% 3.4%
Total return
(c+d) 32.7% 24.3%
 7KHGLYLGHQGUHLQYHVWPHQWLVFDOFXODWHGRQWKHDVVXPSWLRQWKDWGLYLGHQGVSDLGRXWE\WKH&RPSDQ\DUHUHLQYHVWHGLQWRWKHVKDUHV
RIWKH&RPSDQ\DW1$9DWWKHH[GLYLGHQGGDWH
Volatility $PHDVXUHRIKRZPXFKDVKDUHPRYHVXSDQGGRZQLQSULFHRYHUD
period of time.
86 CC Japan Income & Growth Trust plc86 CC Japan Income & Growth Trust plc
THE SECURITIES FINANCING TRANSACTIONS REGULATION
(UNAUDITED)
7KH6HFXULWLHV)LQDQFLQJ7UDQVDFWLRQV5HJXODWLRQȊ6)75ȋFDPHLQWRH΍HFWRQ-DQXDU\$UWLFOHUHTXLUHV
LQIRUPDWLRQWREHSURYLGHGDVWRWKHXVHRIVHFXULWLHVȴQDQFLQJWUDQVDFWLRQV6)7VDQGWRWDOUHWXUQVZDSV756
$6HFXULWLHV)LQDQFLQJ7UDQVDFWLRQȊ6)7ȋLVGHȴQHGDVSHU$UWLFOHRIWKH6)75DV
a repurchase transaction;
securities or commodities lending and securities or commodities borrowing;
a buy-sell back transaction or sell-buy back transaction; or
a margin lending transaction.
$VDW2FWREHUWKH&RPSDQ\KHOGWKHIROORZLQJW\SHVRI6)7V1RQH1RQH
$VDW2FWREHUWKH&RPSDQ\KHOGWKHIROORZLQJW\SHVRI7RWDO5HWXUQ6ZDSV&RQWUDFWVIRU'L΍HUHQFH
Same)
The amount of securities and commodities on loan as a proportion of total lendable assets (excluding cash and cash
equivalents) was 0% as at 31 October 2022 (2021: 0%).
GLOBAL DATA:
7\SHRI$VVHW
$EVROXWH$PRXQW
£’000
3URSRUWLRQRI$80
%
Security lending 00
Repo 00
Total return swap (CFDs)
39,926 16.6%
CONCENTRATION DATA:
The largest collateral issuer across all SFTs and Total Return Swaps is as follows:
Collateral Issuers
Volume of the
collateral securities and
commodities
£’000
1 JPY Cash Collateral 24
The top counterparties across all SFTs and Total Return Swaps is as follows:
Counterparty
Gross volume
of outstanding trades
£’000
1 Morgan Stanley & Co Intl Plc 40,026
1 Macquarie Bank Limited
CC Japan Income & Growth Trust plc 87
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 87
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
AGGREGATE TRANSACTION DATA:
Type of
collateral Quality Currency
Maturity
tenor
(collateral)
Maturity
tenor
(SFTs/Total
Return
Swaps)
Country of
counterparty
establishment
(not collateral)
Settlement
and clearing
Total Return Swap
Morgan Stanley & Co
Intl Plc Cash +LJK JPY <1 Day >1 yr UK Bilateral
Macquarie Bank
Limited Cash +LJK JPY <1 Day >1 yr $XVWUDOLD Bilateral
REUSE OF COLLATERAL:
The share of collateral that is reused is 0%, this is in comparison to the maximum of 0% as expressed in the
prospectus.
The cash collateral reinvestment returns to the company were 0.
SAFEKEEPING – Collateral Received:
Custodian Collateral assets safe-kept (£’000)
Northern Trust Global Services Limited 24
SAFEKEEPING – Collateral Granted:
The proportion of collateral held in segregated accounts, in pooled accounts or any other accounts is 0%.
5(7851&2676
7\SHRI$VVHW
Cost
£’000
$EVROXWH
Returns
£’000
% overall
returns of
Transaction Type
Alternative Investment Fund:
Total Return Swaps (227) (284) 100
Manager of the Alternative Investment Fund: 000
Third parties: 0 0 0
88 CC Japan Income & Growth Trust plc88 CC Japan Income & Growth Trust plc
COMPANY INFORMATION
DIRECTORS
+DUU\:HOOV&KDLUPDQ
.DWH&RUQLVK%RZGHQ$XGLW&KDLU
Peter Wolton
-XQH$LWNHQ
Craig Cleland
BROKER
3HHO+XQW//3
100 Liverpool Street
London
(&0$7
DEPOSITARY AND CUSTODIAN
Northern Trust Investor Services Limited
50 Bank Street
London
E14 5NT
REGISTRAR
Link Group
10th Floor Central Square
29 Wellington Street
Leeds
LS1 4DL
LEGAL ADVISER
6WHSKHQVRQ+DUZRRG//3
1 Finsbury Circus,
London
(&06+
INVESTMENT MANAGER
&RXSODQG&DUGL΍$VVHW0DQDJHPHQW//3
31-32 St James’s Street
London
6:$+'
Website – ZZZFRXSODQGFDUGL΍FRP
REGISTERED OFFICE*
6th Floor, 125 London Wall
London
(&<$6
COMPANY SECRETARY AND ADMINISTRATOR
$SH[/LVWHG&RPSDQLHV6HUYLFHV8./LPLWHG
6th Floor, 125 London Wall
London
(&<$6
Website – ZZZDSH[JURXSFRP
AUDITOR
Ernst & Young LLP
144 Morrison Street
Edinburgh
(+(;
 5HJLVWHUHGLQ(QJODQGQR
COMPANY SECURITY INFORMATION AND IDENTIFICATION CODES
WEBSITE www.ccjapanincomeandgrowthtrust.com
Ζ6Ζ1 *%%<650+2UGLQDU\6KDUHV*%%0%6XEVFULSWLRQ6KDUHV
6('2/ %<650+2UGLQDU\6KDUHV%0%6XEVFULSWLRQ6KDUHV
BLOOMBERG TICKER CCJI LDN (Ordinary Shares) / CCJS LDN (Subscription Shares)
/(*$/(17Ζ7<Ζ'(17Ζ)Ζ(5/(Ζ )=$10<Ζ25..
*/2%$/Ζ17(50('Ζ$5<Ζ'(17Ζ)Ζ&$7Ζ21180%(5*ΖΖ1 +(.+7ȂȂ6/Ȃ
CC Japan Income & Growth Trust plc 89
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 89
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
1RWLFHLVKHUHE\JLYHQWKDWWKH$QQXDO*HQHUDO0HHWLQJRI&&-DSDQΖQFRPH*URZWK7UXVWSOFZLOOEHKHOGRQb0DUFK
DWQRRQDWWKHRɝFHVRI6WHSKHQVRQ+DUZRRG//3DW)LQVEXU\&LUFXV/RQGRQ(&06+8QLWHG.LQJGRP
for the following purposes:
7RFRQVLGHUDQGLIWKRXJKWȴWSDVVWKHIROORZLQJUHVROXWLRQVRIZKLFKUHVROXWLRQVWR12 will be proposed as ordinary
resolutions and resolutions 13 to 15 will be proposed as special resolutions.
Ordinary resolutions
 7RUHFHLYHWKH&RPSDQ\ȇV$QQXDO5HSRUWDQG$FFRXQWVIRUWKH\HDUHQGHG2FWREHUZLWKWKHUHSRUWVRIWKH
Directors and auditors thereon.
 7RDSSURYHWKH'LUHFWRUVȇ5HPXQHUDWLRQΖPSOHPHQWDWLRQ5HSRUWLQFOXGHGLQWKH$QQXDO5HSRUWIRUWKH\HDUHQGHG
31 October 2022.
 7RDSSURYHWKH'LUHFWRUVȇ5HPXQHUDWLRQ3ROLF\5HSRUWLQFOXGHGLQWKH$QQXDO5HSRUW
4. To re-elect Kate Cornish-Bowden as a Director of the Company.
 7RUHHOHFW+DUU\:HOOVDVD'LUHFWRURIWKH&RPSDQ\
6. To re-elect Peter Wolton as a Director of the Company.
7. To re-elect-XQH$LWNHQDVD'LUHFWRURIWKH&RPSDQ\
8. To re-elect Craig Cleland as a Director of the Company.
9. To authorise the Directors to declare and pay dividends on a semi-annual basis.
10. 7RDSSRLQW-RKQVWRQ&DUPLFKDHO//3DVDXGLWRUVWRWKH&RPSDQ\WRKROGRɝFHIURPWKHFRQFOXVLRQRIWKLVPHHWLQJ
7RDXWKRULVHWKH'LUHFWRUVWRȴ[WKHUHPXQHUDWLRQRIWKHDXGLWRUVXQWLOWKHFRQFOXVLRQRIWKHQH[W$QQXDO*HQHUDO
Meeting of the Company.
12. That the Directors be and are hereby generally and unconditionally authorised (in substitution for all subsisting
DXWKRULWLHVWRWKHH[WHQWXQXVHGWRH[HUFLVHDOOSRZHUVRIWKH&RPSDQ\WRDOORWUHOHYDQWVHFXULWLHVDVGHȴQHGLQ
VHFWLRQRIWKH&RPSDQLHV$FWXSWRDQDJJUHJDWHQRPLQDODPRXQWHTXDOWRe3529Ζ'('7+$7
the Directors may not allot relevant securities of an aggregate nominal amount more than 10% of the nominal
YDOXHRIWKHLVVXHG2UGLQDU\6KDUHFDSLWDOH[FOXGLQJ7UHDVXU\6KDUHVDWWKHGDWHRIWKH$QQXDO*HQHUDO0HHWLQJ
and that this authority shall expire (unless previously varied, revoked or renewed by the Company in general
PHHWLQJDWWKHFRQFOXVLRQRIWKH$QQXDO*HQHUDO0HHWLQJRIWKH&RPSDQ\WREHKHOGLQRULIHDUOLHURQWKH
expiry of 15 months from the passing of this resolution (the “section 551 period”) but so that the Directors may, at
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relevant securities to be allotted after the expiry of the section 551 period and the Directors may allot relevant
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expired.
Special resolutions
13. That, subject to the passing of resolution 12, in substitution for any existing power under section 570 of the
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DOORWHTXLW\VHFXULWLHVDVGHȴQHGLQVHFWLRQRIWKDW$FWDQGRUVHOOHTXLW\VHFXULWLHVKHOGDV7UHDVXU\VKDUHV
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authority conferred by resolution 12, up to an aggregate nominal amount of £134,730.61 as if section 561(1) of that
$FWGLGQRWDSSO\WRVXFKDOORWPHQWVXEMHFWWRDPD[LPXPRIRIWKHDJJUHJDWHQRPLQDOYDOXHRIWKHLVVXHG
Ordinary Share capital at the date of this resolution).
NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
90 CC Japan Income & Growth Trust plc90 CC Japan Income & Growth Trust plc
14. That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the
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Ordinary Shares of 1p each, provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 20,196,118
(representing 14.99 per cent of the Company’s issued Ordinary Share capital (excluding shares held in
Treasury) at the date of the notice of this meeting);
(b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1p;
(c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the
KLJKHURILSHUFHQWDERYHWKHDYHUDJHRIWKHPLGGOHPDUNHWTXRWDWLRQVIRUWKH2UGLQDU\6KDUHVIRUWKHȴYH
business days immediately before the day on which it purchases that share and (ii) the higher of the price of
the last independent trade and the highest current independent bid for the Ordinary Shares;
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in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution, unless such authority is
renewed prior to such time; and
(e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior
to the expiry of such authority, which will or may be executed wholly or partly after the expiration of such
authority and may make a purchase of Ordinary Shares pursuant to any such contract.
7KDWDJHQHUDOPHHWLQJRIWKH&RPSDQ\RWKHUWKDQDQ$QQXDO*HQHUDO0HHWLQJPD\EHFDOOHGRQQRWOHVVWKDQ
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Meeting after the date of the passing of this resolution.
5HJLVWHUHG2ɝFH %\RUGHURIWKH%RDUG
6th Floor Ciara McKillop
125 London Wall For and on behalf of
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Company Secretary
23 January 2023
NOTICE OF ANNUAL GENERAL MEETING (“AGM”) continued
CC Japan Income & Growth Trust plc 91
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 91
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Website address
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is available from
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Entitlement to attend and vote
2. Only those holders of Ordinary Shares registered on the Company’s register of members at close of business on
27 February 2023 or, if this meeting is adjourned, at close of business on the day two days prior to the adjourned
meeting, shall be entitled to vote at the meeting.
Appointment of Proxies
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VKDUHVKHOGE\KLP$SUR[\QHHGQRWEHDPHPEHURIWKH&RPSDQ\
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to vote on their behalf.
Section 324 does not apply to persons nominated to receive information rights pursuant to Section 146 of the
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2006 have been sent this notice of meeting and are hereby informed, in accordance with Section 149(2) of the
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they are nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have
such right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the
member as to the exercise of voting rights.
Nominated persons should contact the registered member by whom they were nominated in respect of these
arrangements. The statement of rights of Shareholders in relation to the appointment of proxies does not apply to
nominated persons.
Proxies’ rights to vote
4. On a vote on a show of hands, each proxy has one vote.
If a proxy is appointed by more than one member and all such members have instructed the proxy to vote in the
same way, the proxy will only be entitled, on a show of hands, to vote “for” or “against” as applicable. If a proxy is
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On a poll, all or any of the voting rights of the member may be exercised by one or more duly appointed proxies.
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the exercise by the proxies taken together of more extensive voting rights than could be exercised by the member
in person.
Voting on the Resolution will be conducted by way of a poll.
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information service and also placed on the Company’s website.
Voting by corporate representatives
5. Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with
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NOTES TO NOTICE OF ANNUAL GENERAL MEETING
92 CC Japan Income & Growth Trust plc92 CC Japan Income & Growth Trust plc
Receipt and termination of proxies
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rescheduled meeting. We strongly urge you to appoint the Chairman of the meeting as your proxy. For those
Shareholders receiving hard copy reports, on FRPSOHWLQJWKH)RUPRI3UR[\VLJQLWDQGUHWXUQLWWR/LQN$VVHW
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stamp is required.
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a working day.
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KWWSVZZZVLJQDOVKDUHVFRP. You
will need to register using your investor code and follow the instructions on how to vote. Proxies submitted via
www.signalshares.comIRUWKH$*0PXVWEHWUDQVPLWWHGVRDVWREHUHFHLYHGE\WKH&RPSDQ\ȇV5HJLVWUDU/LQN
Group, no later than 48 hours before the time appointed for the meeting (excluding weekends and public holidays)
or any adjournment of the meeting. Proxies received after that date will not be valid.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a
process which has been agreed by the Company and approved by the Registrar. For further information regarding
Proxymity, please go to
www.proxymity.io. Your proxy must be lodged by 12.00 noon on 27 February 2023 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.
Appointment of Proxy through CREST
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service
may do so for the meeting to be held on the above date and any adjournment(s) thereof by using the procedures
described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST
message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland
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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
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meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied
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appointee through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear
UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of
the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting service 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
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NOTES TO NOTICE OF ANNUAL GENERAL MEETING
continued
CC Japan Income & Growth Trust plc 93
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 93
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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such messages received before such time will be deemed to have been received at such time. In the case of an
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meeting.
Nominated Persons
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rights:
You may have a right under an agreement between you and the member of the Company who has nominated
you to have information rights (Relevant Member) to be appointed or to have someone else appointed as a
proxy for the meeting.
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a
right under an agreement between you and the Relevant Member to give instructions to the Relevant Member
as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or,
perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding
any changes or queries relating to your personal details and your interest in the Company (including any
administrative matters). The only exception to this is where the Company expressly requests a response from
you.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy
information rights, you do not have a right to appoint any proxies under the procedures set out in the notes to the
form of proxy.
Questions at the Meeting
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business being dealt with at the meeting unless:
answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of
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the answer has already been given on a website in the form of an answer to a question; or
it is undesirable in the interests of the Company or the good order of the meeting that the question be
answered.
If Shareholders would like to ask any questions prior to the meeting, Shareholders are invited to submit their
questions to ukfundcosec@sannegroup.com. Please note all questions should be submitted by close of business on
27 February 2023.
Issued Shares and total voting rights
10. The total number of shares in the Company in respect of which members are entitled to exercise voting rights
is 134,730,610 Ordinary Shares of £0.01 each, of which 0 is held in treasury. The total number of voting rights in
relation to the Ordinary Shares in the Company is 134,730,610.
Communication
11. Except as provided above, members who have general queries about the meeting should use the following means
of communication (no other methods of communication will be accepted):
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excluding public holidays) +44 371 664 0300 (calls cost 12p per minute plus network extras); or
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meeting or in any related documents (including the Form of Proxy for this meeting) to communicate with the
Company for any purposes other than those expressly stated.
I/We .......................................................................................................................................................................................................
of ...........................................................................................................................................................................................................
%/2&.&$3Ζ7$/63/($6(
being (a) member(s) of CC Japan Income & Growth Trust plc appoint the Chairman of the meeting, or ...............................
(see note 1) ..........................................................................................................................................................................................
of ...........................................................................................................................................................................................................
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be held on 1 March 2023 at 12 noon and any adjournment thereof.
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Resolution For Against Withheld Discretionary
1. 7RUHFHLYHDQGDGRSWWKH$QQXDO5HSRUWDQG$FFRXQWVIRUWKH
year ended 31 October 2022
2. To approve the Directors’ remuneration implementation
report
3. To approve the Directors’ remuneration policy report
4. To re-elect Kate Cornish-Bowden as a Director
5. 7RUHHOHFW+DUU\:HOOVDVD'LUHFWRU
6. To re-elect Peter Wolton as a Director
7. To re-elect-XQH$LWNHQDVD'LUHFWRURIWKH&RPSDQ\
8. To re-elect Craig Cleland as a Director of the Company
9. To authorise the Directors to declare and pay dividends on a
semi-annual basis
10. To appoint Johnston Carmichael LLP as auditors to the
Company
11. 7RDXWKRULVHWKH'LUHFWRUVWRȴ[WKHUHPXQHUDWLRQRIWKH
auditors
12. To give authority to allot new shares
13. To give authority to allot new shares free from pre-emption
rights
14. To give authority for the Company to purchase its own shares
15. 7RDXWKRULVHFDOOLQJJHQHUDOPHHWLQJVRWKHUWKDQ$QQXDO
General Meetings) on 14 clear days’ notice
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Signature ...................................................................................... Dated this .................. day of ........................................... 2023
NOTES
1. If any other proxy is preferred, strike out the words “Chairman of the Meeting” and add the name and address of the proxy you wish to appoint and
initial the alteration. The proxy need not be a member.
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in writing.
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5. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to
which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the
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Meeting or adjournment as the case may be.
7. The completion of this form will not preclude a member from attending the Meeting and voting in person.
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4DL, so as to arrive before 12 noon on 27 February 2023.
CC JAPAN INCOME & GROWTH TRUST PLC
FORM OF PROXY
CC Japan Income & Growth Trust plc 95