CC JAPAN INCOME & GROWTH
TRUST PLC
ANNUAL REPORT AND ACCOUNTS
FOR THE YEAR ENDED 31 OCTOBER 2023
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”) 17
STAKEHOLDER ENGAGEMENT 20
HOLDINGS IN PORTFOLIO 23
TOP TEN SECTORS 25
TOP TEN CONTRACTS FOR DIFFERENCE 25
GOVERNANCE
DIRECTORS’ REPORT 26
CORPORATE GOVERNANCE 31
DIRECTORS’ REMUNERATION IMPLEMENTATION
REPORT 37
REPORT OF THE AUDIT AND RISK COMMITTEE 41
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 44
INDEPENDENT AUDITOR’S REPORT 45
FINANCIAL STATEMENTS
INCOME STATEMENT 51
STATEMENT OF FINANCIAL POSITION 52
STATEMENT OF CHANGES IN EQUITY 53
STATEMENT OF CASH FLOWS 54
NOTES TO THE ACCOUNTS 55
Page
OTHER INFORMATION
GLOSSARY AND ALTERNATIVE PERFORMANCE
MEASURES (“APMS”) 72
THE SECURITIES FINANCING TRANSACTIONS
REGULATION (UNAUDITED) 77
COMPANY INFORMATION 79
NOTICE OF ANNUAL GENERAL MEETING 80
FORM OF PROXY 86
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2 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
2023
As at
31 October
2022
Net assets (millions) £235.1m £203.6m
Net asset value (“NAV”) per Ordinary Share (“Share”)
1
174.5p 151.1p
Share price 162.5p 138.8p
Share price discount to NAV
2
6.9% 8.1%
Transferable Subscription Share price n/a 0.53p
Ongoing charges
2
1.06% 1.06%
Gearing (net)
2
21.2% 20.9%
1 Measured on a cum income basis.
2 ThisisanAlternativePerformanceMeasure(“APM”).DefinitionsofAPMsusedinthisreport,togetherwithhowthesemeasureshavebeencalculated,
are disclosed on pages 72 to 76 of this report.
PERFORMANCE SUMMARY
For the year to
31 October
2023
% change
1
For the year to
31 October
2022
% change
1
NAV ex-income total return per Share
2
+19.3% -6.3%
NAV cum-income total return per Share
2
+18.9% -5.9%
Share price total return
2
+20.9% -7.1%
Tokyo Stock Exchange Price Index ("TOPIX") total return +12.0% -9.5%
Revenue return per Share 5.37p 5.14p
Dividends per share:
First interim dividend 1.55p 1.40p
Second interim dividend 3.75p 3.50p
Total dividends per Share for the year 5.30p 4.90p
1 Total returns are stated in sterling, including dividends reinvested.
2 These are APMs.
Source: Chikara Investments LLP – The Company’s Factsheet October 2023.
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CCJI ANNUAL PERFORMANCE SUMMARY
Year to October unless
otherwise stated
Launch to
Oct 2016* 2017 2018 2019 2020 2021 2022 2023
Share price (p) 122.40 152.00 153.00 150.00 119.50 154.00 138.75 162.50
Share price total return (%) +23.5 +27.2 +2.8 +0.7 -17.3 +32.7 -7.1 +20.9
NAV per Share (p) 123.90 146.00 148.60 158.90 136.80 165.40 151.09 174.50
NAV (cum-income) total
return per Share (%) +24.9 +20.7 +4.1 +9.9 -11.1 +24.3 -5.9 +18.9
TOPIX Index total return
in sterling (%) +32.7 +10.1 -0.4 +7.2 +0.3 +11.9 -9.5 +12.0
Revenue return per Share
(Undiluted) (p) 3.60 4.06 4.55 5.26 5.04 4.75 5.14 5.37
Dividends per Share (p) 3.00 3.45 3.75 4.50 4.60 4.75 4.90 5.30**
* Period from the Company’s launch on 15 December 2015 to 31 October 2016.
** Includes second interim dividend of 3.75p for the year ended 31 October 2023.
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)
CCJI NAV cum income returns
CCJI Dividend reinvested Share Price returns
Dec-21
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Oct-23
90
100
110
120
130
140
150
160
170
180
190
200
210
220
230
CCJI TOTAL NAV AND SHARE PRICE RETURN SINCE INCEPTION
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1.00p
2.00p
3.00p
4.00p
5.00p
6.00p
2016
2017 2018 2019 2020 2022 2023
Total Dividends per share
3.00p
3.45p
3.75p
4.50p
4.60p
4.75p
4.90p
5.30p
2021
DIVIDEND PERFORMANCE SINCE INCEPTION
YE Oct 2019
YE Oct 2020
YE Oct 2021
YE Oct 2022 YE Oct 2023 5 Years to
Oct 2023
(cumulative)
CCJI NAV Total Return
Topix Total Return
9.90%
7.20%
-11.10%
-5.90%
-9.50%
0.30%
24.30%
18.90%
12.00%
35.80%
21.80%
11.90%
-20.0%
-10.0%
0.0%
10.0%
20.0%
30.0%
40.0%
COMPARISON OF NAV TOTAL RETURN PERFORMANCE OF THE COMPANY TO TOPIX TOTAL RETURN
OVER 5 YEARS
INVESTMENT OBJECTIVE, FINANCIAL INFORMATION AND
PERFORMANCE SUMMARY
continued
CC Japan Income & Growth Trust plc 5
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CHAIRMAN’S STATEMENT
Performance Review
I am delighted to report a year of strong performance
to 31 October 2023. The Net Asset Value (“NAV”)
total return of the Company which includes income,
increased by 18.9% in sterling terms. The Share price,
again measured by total return, rose 20.9%. This
representssignificantoutperformanceagainsttheTOPIX
Total Return Index, which rose 12.0% in sterling terms
during the year.
SincelaunchinDecember2015untiltherecentfinancial
year end, the Company’s NAV total return, including
dividend distributions, recorded a 117.4% increase,
continuing to outperform the sterling adjusted TOPIX
total return index, which rose 77.0%. Over the same
period, the Share price total return in sterling has
doubled. An aggregate of 30.5 pence of dividends per
Share has been paid to Ordinary Shareholders since
inception. Our long-term track record and relative
performance against the AIC Japan investment trust peer
group remains robust. This underscores the validity of
our investment mandate which seeks dividend income
combined with capital growth.
Our investment manager, Richard Aston, has had to
navigate another challenging year with an uncertain
geopolitical situation, not least the fallout from wars
on two fronts. Nevertheless, the Japanese stock market
has rebounded after a lacklustre calendar year in 2022
with the Topix rising 21.9% in local currency terms in
thefirst10monthsof2023.Thishasbeenoffsetbythe
weakness of the yen which has fallen by 13.6% against
the US dollar over the same period and 14.0% against
sterling.Thisreflectsthecontinuingdisparitybetween
the ongoing accommodative monetary policy by the
Bank of Japan (“BOJ”) as distinct from rising interest
rates and tighter policy agendas pursued by most other
Central Banks, including the Federal Reserve in the
United States.
Richard Aston and his team have handled the market
volatility with great discipline by retaining focus
within the scope of the investment mandate which
seekstotalreturn.Theyhaveidentifiedandcaptured
opportunities arising from the post Covid reopening of
the Japanese domestic economy with adroit portfolio
positioningnotablybybeingoverweightinfinancialsas
the sector recovered. The team had a notable success
with Socionext participating in a Japanese IPO for the
firsttime.Ourmanager’saimistofindcompanies
withsolidgrowthprospects,improvingcashflowand
dividends. They deservedly picked up the Citywire award
in November 2023 for best performing Japanese equity
investment trust.
Change of investment manager name
On1August2023,CouplandCardiffAssetManagement
LLP, the Company’s Alternative Investment Fund
Manager (“AIFM”) announced that they were changing
their name to Chikara Investments LLP (“Chikara”). There
are no plans at present to change the name of this
Company. Chikara is broadening their product range
with the arrival of the well-regarded Emerging Markets
team from Stewart Investors. It is hoped that this will
raisebothChikaraandyourCompany’sprofile.
Growing the Company
Although the Ordinary Share price discount to NAV
has narrowed slightly to 6.9% at the year end (31
October 2022: 8.1%) we are not able to issue any more
shares until we regain our premium rating. The Board
continues to monitor the share price rating and the
levelofdiscountandhastheflexibilitytobuyback
shares through the authority renewed by Shareholder
Resolution at the Annual General Meeting (“AGM”).
As I reported in the interim statement, it was
unfortunate that The Transferable Subscription Shares
(“TSS”) expired worthless on the last business day of
February 2023. Indeed, we might have raised up to £40
million with a little more time. It is ironic that within
a fairly short period the TSS would have been “in the
money” with the Ordinary shares comfortably cresting
the Subscription price of £1.61. The scheme is unlikely to
be repeated in the near future.
Other options to grow the company include merger and
acquisitiongivenamarkedpickupinactivityreflectingan
increased trend of consolidation within the investment
trust industry not least the Japanese sectors. The Board
remains alert to any opportunities that could arise which
could be incremental to our market capitalisation.
The investment trust industry continues to face
regulatory pressures. The PRIIPS and Key Information
Document (“KID”) cost disclosure requirements give
a misleading reading by including transactional and
financeexpenses,integraltooperations,ratherthan
just ongoing costs (i.e., investment management fees)
and compare unfavourably with the disclosure required
by open ended funds. There is ongoing scrutiny of
this problem by the FCA but so far little traction to
resolve the issue despite pressure from the industry
and Association of Investment Companies (“AIC”).
Although investment trusts are not directly in the scope
of the new Consumer Duty regulations, there may
be unintended consequences potentially deterring
investor appetite not only on the basis of fallacious cost
comparisons but also mitigating against those trusts
tradingatsignificantdiscounts.
The Board continues to invest in various marketing
initiativestoraisetheprofileoftheCompanybyway
of webinars hosted by third parties and continue to
update our website, which you can visit at:
https:// ccjapanincomeandgrowthtrust.com.
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Our Broker and Investment Manager organise
regular schedules of meetings with wealth managers,
institutions and platforms, besides major Shareholders,
whichcontinuetoraisetheprofileandawarenessofour
differentiatedtotalreturnmandate.
Income and Dividends
For the year to 31 October 2023, the revenue return
increased by 4.5% to 5.37p per Ordinary Share. The
underlying trend of Japanese dividend growth remains
intact despite the weakness of the yen. We translate
dividend income into sterling on receipt. In accordance
with our investment policy we do not hedge currency.
We are maintaining our policy of paying a second
interimdividendinsubstitutionforafinaldividend.
Therefore, on the 19 January 2024, the Board declared
a second interim dividend of 3.75p per Ordinary Share,
making a full year distribution of 5.30p per Ordinary
Share and representing an 8.2% increase over last year.
This will be paid on 1 March 2024 to those Shareholders
on the register as at 2 February 2024 with an ex-date of
1 February 2024.
While the Board is committed to growing the dividend,
it considers it prudent to continue to build the revenue
reserve which now represents 40% of this year’s
distribution after the payment of the second interim
dividend. As we have previously reminded Shareholders,
the Company has a Special Reserve of £64.7 million
available for distribution in circumstances where there is
an unforeseen revenue shortfall.
This is the eighth year of dividend increase for the
Company with the annual dividend increasing by 76.7%
since launch in December 2015. We currently pay a
dividend yield of around 3% out of covered income.
Investors looking for equity income can continue to look
to Japan.
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 80 and 81. The Board encourages
Shareholders to attend and participate in the Company’s
forthcoming AGM on 5 March 2024 at 12 noon at the
officesof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@apexfs.group. 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 82 to 85. 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
Despite decent returns over the last decade, the
Japanese equity market remains undervalued. The
earnings yield dwarfs the negative return from cash.
The Government and The Tokyo Stock Exchange are
committedtocleaningupcapitalinefficienciesand
boosting returns on equity. Companies are being forced
to change their behaviour. TOPIX listed companies are
still sitting on considerable amounts of cash estimated
at the yen equivalent of over US $1 trillion. This should
steadily be reduced through increasing shareholder
distributions, share buy backs, management buyouts
(“MBOs”) and private equity deals. The recent
rationalisation of cross holdings and subsidiaries by
theinfluentialToyotagroupandthegatheringpace
ofMBOsexecutedatsignificantpremiumstoexisting
share prices are examples.Thedriveforefficiency
iscomplementedbyPMKishida‘seffortstomobilise
a shift in the mountain of household savings and
domestic institutional funds into income generating
assets including equities. The recent doubling of NISA
allowances, Japans equivalent of the UK ISA, is one
such initiative to encourage savings into the stock
market. It remains to be seen whether the inevitable
but gradual steps towards normalisation of monetary
policyasacorollaryofinflationservetostimulateequity
investmentflows.Fornow,BOJmonetarypolicyremains
uniquely accommodating compared to other major
Central Banks.
DeflationinJapanhasatlastgivenwaytosomeinflation.
Wage growth should help the consumer. Tourism is
picking up. Reshoring manufacturing capacity has seen
a recovery in capital expenditure. The weakness of the
yen is an export opportunity. Forecasts for corporate
earnings growth are healthy with an estimated growth
of at least 7.5% for both 2024 and 2025. These virtuous
developmentswillbenefitfurtherfromanyrecoveryof
the world economy and improvement in global political
tensions. TherisksofwideningconflictintheMiddle
East quite apart from tensions over Taiwan and Korea
are apparent. The recent earthquake also reminds us
that Japan is susceptible to natural disasters. That aside,
most commentators believe that the USA is heading for
a soft landing rather than a deep recession. World equity
markets tend to take a lead from the policy actions of
the US Federal Reserve, but Japanese equities now stand
out on their own merits. Our mandate is well placed to
CHAIRMAN’S STATEMENT
continued
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
continue to provide solid total returns and the Board
haseveryconfidenceinRichardAstonandtheteamat
Chikara to keep producing them.
Board Composition
Following a search carried out by Cornforth Consulting,
we are pleased to welcome John Charlton–Jones to the
Board. John was appointed as a Director on 1 October
2023. John has had a 36-year career as a Japanese
equities’ stockbroker recently retiring from CLSA where
he headed up the institutional sales desk in London.
John possesses a formidable knowledge of many facets
of Japan and will stand for election at this year’s AGM.
Peter Wolton retired from the Board on 10 October
2023 after serving as Senior Independent Director
since launch. On behalf of the Board and Shareholders,
I would like to thank Peter for his valuable service,
supportandcontributionsoverthefirst8yearsofthe
Company’s life.
As the remaining founder Director, I am retiring at this
year’s AGM and June Aitken will succeed me as Chair.
I am sure that the Company will be in sound hands
under her stewardship, supported by an experienced
and professional Board. Craig Cleland will take over
from June as the Senior Independent Director. The
Board will initially revert to its original complement of
four directors.
One summer’s day back in 2015, conversations with
RichardCardiffinaWiltshirepub,ledtothecreation
oftheCompany.CouplandCardiff,asChikara were
then,hadastutelyidentifiedaverydifferentinvestment
approach to Japan targeting the potential of total return-
growth with income – which still presents a compelling
proposition.WewerethefirstJapaneseinvestment
trust to launch for 25 years. It is gratifying to have been
part of the project. Our original Shareholders are now
enjoying more than a 5% yield on their book cost. I
would like to thank all those involved, particularly the
Boardmemberspastandpresent,foralltheirefforts
and support. Hopefully, this is just the beginning of a
new dawn for a Japanese market renaissance.
Harry Wells
Chairman
24 January 2024
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Performance Review
The Net Asset Value cum-income of the CC Japan Income
& Growth Trust rose by 18.9% in sterling terms in the
twelve-month period to 31 October 2023. The Topix
Total Return Index recorded a rise of 19.8% in yen
terms,butthesterlingreturnswerenegativelyaffected
by the 8.1% depreciation of the yen against the British
Pound with the exchange rate falling from Y170.5/GBP
to Y184.4/GBP. This performance continues the strong
record of total return since inception.
It is not unusual for global developments to have a
significantimpactontheJapaneseeconomyandits
stock market, and this has been particularly evident
during the last twelve months. Over this period, the
Japanese economy has been less synchronised with
its overseas counterparts than in recent years, due
to the later removal of the domestic Covid advisory
procedures at the end of January 2023 and the lifting
of restrictions on international visitors in May 2023.
However, the investment landscape for all assets has
been dominated by the post pandemic re-emergence of
inflationandassociatedresponsefromCentralBanks
around the world. Rising political tensions globally as
well as environmental concerns and the development
of new technologies have also featured as prominent
investmentconsiderations,affectingtheperformance
of individual companies and the dynamics of whole
industries, and we anticipate that each of these will
continue to be relevant going forward.
The Japanese equity market performed strongly in
the twelve months to the end of October 2023. The
portfolio was able to improve on the market’s overall
performance. The standout performer has been the
holding in Socionext in which a holding was established
duringthecompany’sInitialPublicOfferinginOctober
2022. For a number of years, we have been unable to
identify attractive investment opportunities suitable
for this mandate in an increasingly buoyant new
listings market in Japan. However, Socionext, which
was formed through the merger of system LSI (large-
scale integration) businesses of leading Japanese
semiconductor manufacturers, Fujitsu and Panasonic,
listed on the Tokyo Stock Exchange Prime Market
withthegrowthpotentialandthefinancialattributes
required by the investment process. The newly listed
shares performed well as the company exceeded initial
operational performance expectations and its system
on a chip (SoC) technology platform became increasingly
appreciatedforitspotentialintheareaofArtificial
Intelligence (AI).
April 2023 saw the retirement as Governor of the
Bank of Japan of Haruhiko Kuroda, the architect of the
experimental easy monetary policy that has made an
importantcontributiontotamingdeflationinJapan.
Before his departure, in December 2022 he announced
thefirstsignsofareversaloftheprogressivelyeasier
policies introduced over the last 10 years. By expanding
the range of yields tolerated under the policy known
as Yield Curve Control (YCC), he paved the way for his
successor, Kazuo Ueda, to steadily adjust monetary
policy towards more normal conditions. This has had
a favourable impact on the share price performance
ofcompaniesinthefinancialindustry.Leadingbanks
Sumitomo Mitsui Financial Group and Mitsubishi UFJ
Financial Group, which have been long standing holdings
in the portfolio on the basis of the steadily improving
business performance and returns to shareholders,
receivedasignificantboosttotheirshareprices.Other
financialcompanystockssuchasSBIHoldings(broad
rangeoffinancialservices)andJACCS(consumercredit)
also performed strongly.
Despite the uncertain economic outlook, some of
the top performing sectors over the past twelve
monthshaveincludedcyclicalbeneficiariessuchas
iron and steel, marine transportation, construction
and automobiles. These are industries where this
portfolio has little exposure as the key attributes of the
investment strategy – long-term growth and consistent
returns to shareholders – are not evident in their past
performance, or likely in the future under current
operating conditions. While it can be frustrating at times
to observe share price rallies in the sectors in which the
exposure in the Company is low or non-existent, it is
an integral discipline of the process that we believe is
important in generating the long-term track record of
dividend progression and total return.
At an individual stock level, it is disappointing to
have experienced the underperformance of Dip
(internet job recruitment services) and Carta Holdings
(internet advertising). While both companies have
reiterated their commitment to shareholders through
consistent dividends and share buybacks, it is apparent
that corporate spending on business services has
temporarily weakened as consumer facing companies
contemplate strategies to pass on higher costs. These
two companies remain leaders in their sector and can
be expected to recover as corporate Japan adapts to the
endofdeflation.
Portfolio Positioning
We believe there is a growing recognition of the
importance of compound returns in Japan and, with this,
increasing opportunities for investment as corporate
management identify strategies to enhance corporate
value.Wecontinuetofocusonthosethatofferthe
prospect of long-term business growth, accompanied
by rising returns to shareholders, as opposed to those
wherethebenefitfromone-offcapitaleventssuchas
asset disposal or large share buyback will reap only
short-term reward.
Changing corporate attitudes and equity market
volatility continue to create many new and interesting
INVESTMENT MANAGER’S REPORT
CC Japan Income & Growth Trust plc 9
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
investment candidates for us. For example, over the
past twelve months new holdings have been established
in JACCS, En-Japan and Mani, three quite diverse
companies.
JACCSisanaffiliateofJapan’s largest bank Mitsubishi
UFJ Financial Group. It is well established as one of
the leading consumer credit companies in Japan
offeringrevolvingcredit,rentguaranteesandpayment
settlements amongst a range of services which have
been successfully expanding in selective countries
around Asia. Their most recent Mid-term Plan highlights
the management’s intent to optimize these growth
opportunities,financialsoundnessandreturnsto
shareholders through stable and continuous dividend
payments.
En-Japan,whichprovidesonlinerecruitmentandstaffing
services, has announced an interesting investment
planforareasofthelabourmarketthatwillbenefit
from Prime Minister Kishida’s initiative to improve job
mobility. This will limit the potential for short-term
earnings growth, but investors will be compensated
for their patience by a stable dividend until the rapid
growth anticipated by these new business opportunities
isreflectedinacommensurateriseinthedistributionto
shareholders.
Mani is a global high precision manufacturer of
niche medical equipment used in surgical and dental
procedures. The company has been extremely
successful in establishing its products as the premium
devices in parts of Asia and is seeking to replicate this
furtherwithIndiaandNorthAmericaofferingstrong
potential markets. Complementing the anticipated
growth and healthy balance sheet is an attractive
dividend distribution policy.
The prospect of rising interest rates has lowered the
appeal of real estate investment trusts (“REITS”) and
the weighting in these specialist investment products
hasbeenreducedtozeroforthefirsttimesincethe
Trust was established with the disposal of Industrial and
Infrastructure REIT and Star Asia REIT. The holding in
Intagewassoldfollowingapartialtakeoverofferfrom
NTT DoCoMo, Japan’s leading mobile phone operator.
Other disposals have included Fujitec and TRE Holdings
where progress towards each company’s business
objectives has been disappointing.
Outlook
We believe the prospects for Japanese equities remain
favourable following a year of strong performance. The
emergenceofinflationinJapanisanewdynamicfor
companies and investors to address. The consequences
are likely to lead to many potentially positive responses
over the medium term. Central to this will be the
effortsthatPrimeMinisterKishidawillmakewithhis
key policy initiatives to increase job mobility and wage
levels, and also to double the income generated from
the vast pool of personal savings. Of particular note is
the revamped Nippon Individual Saving Account (NISA)
programme which will be relaunched at the beginning of
2024,offeringmoreflexibilityininvestmentapproach,
the potential for larger annual savings amounts and a
perpetual tax exemption period. Given the emergence
ofinflationandrisinglifespans,thisnewsystem
corresponds to the growing need for individuals to take
morefinancialresponsibilitythroughbetterlong-term
management of retirement savings.
Bearing that in mind, it seems more than just a
coincidence that in early 2023, the Tokyo Stock
Exchange announced major initiatives to support the
considerable progress in corporate governance seen
in Japan since the Stewardship Code and Corporate
GovernanceCodewerefirstintroducedin2014and
2015respectively.Theneedforidentificationofthe
relevant cost of capital for each business and requiring
managementeffortsconsistentwithanimprovement
in corporate value is becoming widely acknowledged.
Indeed, this is already being cited by companies seeking
toimprovecapitalefficiencies,forexample,byreducing
cross-shareholdings or raising shareholder returns.
We believe that the ongoing progress in corporate
governance reform has been instrumental for the
strong performance of the Japanese equity market not
only over the last twelve months, but really over the
last decade. We believe that these improvements in
corporate focus will continue in the coming years and
willbereflectedinfavourabletotalreturnsforboth
domestic and international investors.
Richard Aston
Chikara Investments LLP
24 January 2024
10 CC Japan Income & Growth Trust plc
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
10 CC Japan Income & Growth Trust plc
TOP TEN HOLDINGS
Mitsubishi UFJ Financial Group Inc 7.0%
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
financialservicesgroupswithestablishedoperations
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.
Sumitomo Mitsui Financial Group Inc 6.7%
Sumitomo Mitsui Financial Group was established
through the merger of Sumitomo Bank and Sakura bank
in2001.ItisoneofJapan’sleadingfinancialgroups
offeringservicessuchascommercialbanking,leasing,
securities,consumerfinanceandassetmanagement.
The company targets continued growth in shareholder
value by promoting disciplined investment and alliances,
soundfinancesandprogressiveshareholderreturns.
Nippon Telegraph & Telephone Corp 4.3%
NTT provides a broad range of telecommunication and
business services in Japan and increasingly overseas. As
wellasbenefitingfromthefocusondataservicesand
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.
Itochu Corp 4.1%
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
efficiencyandappropriatecashallocationincluding
increasing returns to shareholders in the form of
dividend and share buybacks.
Shin-Etsu Chemical Co Ltd 3.8%
Shin-Etsu Chemical is a manufacturer with top global
market share in PVC, semiconductor silicon wafers and a
number of other semiconductor related and functional
materials. The company established a global production
base and developed a list of top tier international
customers, which has allowed it to generate a strong
track record of growth despite underlying volatility in
individual markets. The company has, in recent years,
given greater attention to shareholder returns within
their capital policy, giving emphasis on stability and
progression.
SBI Holdings Inc 3.5%
SBIHoldingsisaholdingcompanythatoffersinnovative
financialservicesinareassuchassecuritiesbroking,
banking, insurance and asset management. As a group
itfocusesspecificallyonorganicgrowthineachofits
businesses whilst maintaining a high return on equity
(RoE) to generate value for shareholders.
Sompo Holdings Inc 3.5%
SompoHoldingsisafinancialholdingcompanywhich
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
diversificationalongsideinitiativestoimprovecorporate
andcapitalefficiency,andimproveshareholderreturns.
Hitachi Ltd 3.4%
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
efficiencyandimprovingshareholderreturns.
Softbank Corp 3.4%
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 e-commerce leader Yahoo Japan, online
fashion retailer Zozo, social network Line and electronic
payment service PayPay.
Noevir Holding Corp 3.1%
Noevir is a leading domestic manufacturer of cosmetics,
specialising in skincare and makeup products, as well as
OTC pharmaceuticals and health foods. The company
focusesonspecificcategoriesintheJapanesemarket
where it continues to gain market share and seeks
incremental growth from markets overseas and duty-
free sales. It aims to deliver a stable and continuous
dividend as the primary source of return to their
shareholders and has increased the annual distribution
for the last 12 consecutive years.
CC Japan Income & Growth Trust plc 11
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
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
differenceorequityswapsforgearingandefficient
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.
TheCompanywillhavetheflexibilitytoinvestupto10
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
onlycontractsfordifferenceorequityswapsthathave
theeffectofgearingtheCompany’sportfoliotoseek
to enhance performance. The aggregate of borrowings
andlongonlycontractsfordifferenceandequityswap
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
TheCompany’srevenuereturnaftertaxforthefinancial
year amounted to £7,241,000 (2022: £6,930,000). In
August 2023, the Company paid an interim dividend of
1.55p (2022: 1.40p) per Ordinary Share. On 19 January
2024, the Directors declared a second interim dividend
for the year ended 31 October 2023 of 3.75p (2022:
3.50p) per Ordinary Share, which will be paid on 1 March
2024 to Shareholders on the register at 2 February 2024.
Therefore,thetotaldividendinrespectofthefinancial
year to 31 October 2023 will be 5.30p (2022: 4.90p) per
Ordinary Share.
The Company made a capital gain after tax of
£31,099,000 (2022: loss of £19,818,000). The total return,
including income, after tax for the year was a gain of
£38,340,000 (2022: loss of £12,888,000).
The Company’s Purpose, Values and Culture
The primary focus of the Company is to provide
Shareholders with dividend income combined with
capital growth, mainly through investment in equities
listed or quoted in Japan. The Investment Manager
identifiescompanieswhichareundervalued,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
Chikara Investments LLP, who have the 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 a
well-definedinvestmentstrategyandprocesswhich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 the provision of services.
To ensure that the Company’s purpose, values,
strategy and culture are aligned, the Board comprises
independent Non-Executive Directors, who together
bring a wide range of knowledge, skills and experience.
The Board members contribute to a transparent
cultureensuringeffectiveoversight,criticalsupport
and challenge to the Investment Manager, and all other
third-party suppliers. For more information on the
Board’s engagement with Stakeholders, please refer to
the Company’s section 172 statement on pages 20 to 22.
Key performance indicators (“KPIs”)
The Board measures the Company’s success in attaining
its investment objective by reference to the following
KPIs:
INVESTMENT POLICY, RESULTS AND OTHER INFORMATION
12 CC Japan Income & Growth Trust plc
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(i) Long-term capital growth
The Board considers the Company’s Net Asset Value
(“NAV”)totalreturnfigurestobethebestindicatorof
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
2023 increased by 18.9% (2022: -5.9%) in sterling terms,
and the NAV total return from the Company’s inception
in December 2015 to 31 October 2023 increased by
117.4%.
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
The Company’s revenue return per Ordinary Share,
based on the weighted average number of shares in
issue during the year, was 5.37p (2022: 5.14p). The
Company’s proposed total dividend payable in respect
of the year ended 31 October 2023, including an interim
dividend of 1.55p per Ordinary Share paid on 4 August
2023 and a second interim dividend of 3.75p payable on
1 March 2024 is 5.30p (2022: 4.90p) 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 6.9% discount to
the NAV as at 31 October 2023 (2022: 8.1% discount).
(iv) Control of the level of ongoing charges
The Board monitors the Company’s operating costs
carefully.GrowingthesizeoftheCompanyoffers
manybenefits,asnotalloftheCompany’soperating
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 2023, the
Company’songoingchargesfigurecalculatedin
accordance with the AIC methodology was 1.06% (2022:
1.06%).
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
offergoodsorservicestoconsumersanddeals
predominantly with professional advisers and service
providersinthefinancialservicesindustry.Assuchthe
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 17 to 19.
Employees
The Company has no employees. As at 31 October
2023,theCompanyhadfiveDirectors,comprising
three males (60%) and two females (40%). On 1 October
2023, John Charlton-Jones joined the Board, bringing
with him additional experience and skills. Peter Wolton,
having served on the Board since launch in December
2015, stepped down as a Non-Executive Director on
10 October 2023. Biographical details can be found on
pages 31 and 32. As part of the recruitment process,
the Board was, and continues to be, mindful of the
Company’s policy on diversity which is contained in the
Corporate Governance statement (see pages 33 and 34).
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 2028 (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 16.
TheBoardhaschosenafive-yearperiodtoassessthe
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
isunlikelytochangesignificantlyoverthisperiod.
INVESTMENT POLICY, RESULTS AND OTHER INFORMATION
continued
CC Japan Income & Growth Trust plc 13
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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
16 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 securities which can be readily
realised and could, if necessary, be sold to meet 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 that can be realised 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. Based 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.
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
higherlevelsofglobalinflationarehavingonportfolio
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 14.
Outlook
The outlook for the Company is discussed in the
Chairman’s Statement on pages 5 to 7.
Strategic Report
The Strategic Report set out on pages 2 to 25 of this
Annual Report was approved by the Board of Directors
on 24 January 2024.
14 CC Japan Income & Growth Trust plc
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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
andoverseetheeffectivenessofinternalcontrolsand
processes.
The risk management register and associated risk
heatmapprovideavisualreflectionoftheCompany’s
identifiedprincipalandemergingrisks.Thesefallinto
threecategories:strategicandbusinessrisk,financial
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 geopolitical risk following
the outbreak of war in Gaza and Israel, in addition to the
ongoingconflictintheUkraine,andthepoliticaltension
between the US and China.
Highlevelsofinflationglobally,continueduncertainty
concerning the level of interest rates and the threat of
recession have led to investors being more risk averse
and generally shunning equities. In this scenario,
Japan with its exceptionally low interest rates has
outperformed most global markets, but the weakness of
the Japanese yen against the British pound has impacted
the Company’s revenue receipts.
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 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 14 to 16.
The Company’s ability to operate as a going concern and
the Company’s longer-term viability can be found on
pages 12 and 13.
RISK AND RISK MANAGEMENT
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 Company’s Share price may
notalwaysreflectunderlyingnet
asset value.
TheInvestmentManagerhasawell-defined
investment strategy 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, and receives reports
on the composition of the portfolio, any recent
sales and purchases, and expectations of dividend
income.
The Management Engagement Committee Reviews
the appointment of the investment manager on an
annual basis.
The Board monitors the share price discount to
NAV and has authority to buy back shares.
CC Japan Income & Growth Trust plc 15
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CC Japan Income & Growth Trust plc 15
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
substantially and adversely
affecttheCompany’sprospects.
In addition to changing
economic factors such as
interest rates, foreign exchange
rates and employment,
unpredictable factors such as
natural disasters, earthquakes
and diplomatic events may
impact market risk.
The Directors acknowledge that market risk is
inherent in the investment process. The Company
maintainsadiversifiedportfolioofquoted
investments.
The Board reviews the impact of economic
indicators on the portfolio with the Investment
Manager at every Board meeting.
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 in normal
circumstances.
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.
The Company’s policy is not to hedge against any
foreign currency movements. Income received
from investee companies is translated into sterling
on receipt.
Geopolitical Risk
Warandconflictcanimpact
investorconfidenceand
threaten global economic
growth.
Geopolitical instability in the
region may increase volatility,
reduce economic growth, and
affecttheprospectsofthe
companies in the portfolio.
The Board discusses the impact of geopolitics on
the portfolio with the Investment Manager at every
Board meeting.
The increased geopolitical tension between the US
and China is both an opportunity and a threat for
Japan.
The portfolio is comprised of listed, liquid,
realisable securities, which could be sold in the
eventofasignificantdeteriorationinglobal
political stability.
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.
The Manager’s emphasis on companies which can
pay sustainable dividends has helped alleviate the
impact.
16 CC Japan Income & Growth Trust plc
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16 CC Japan Income & Growth Trust plc
Principal Risks Mitigation Movement During the Year
Excess leverage
The Company uses 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.
The gearing is achieved using derivatives in the
formofContractsforDifference(CFDs).Further
informationonfinancialinstrumentsandriskcan
be found in note 16 to the Financial Statements
beginning on page 64.
Cyber Risk/Fraud
Cybercrime or fraud could
impact any of the Company’s
service providers; the
Investment Manager, the
Depositary or the Administrator.
Business interruption could
mean service providers are
unable to meet their contractual
obligations or that information is
late, misleading or inaccurate.
Increasing geopolitical
turbulence and the use of
artificialintelligencehas
increased the risk from cyber
crime.
The Board has appointed an experienced
independent professional 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.
TheBoardmonitorscybersecurityandcertification
of service providers.
ESG and Climate Change
Shareholders expectations
are increasingly focused on
sustainability and ESG factors.
Potential reputational damage
from non-compliance with
regulations or incorrect
disclosures could arise.
Climate change leads to
additional costs and risks for
portfolio companies. These risks
include operating conditions and
reporting obligations.
TheCompanycouldsufferas
a 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 Investment Manager’s approach is to include
ESG factors for consideration in the investment
process, such as climate change, where they are
relevant and may have a material impact on stock
performance.
Examples of responsible engagement are detailed
on page 19 of the Annual Report.
Chikara Investments 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 is also a signatory to
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.
RISK AND RISK MANAGEMENT
continued
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CC Japan Income & Growth Trust plc 17
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE
(“ESG”)
The Board believes that ESG related issues can
affectboththeperformanceandsustainabilityof
an investment portfolio and that ESG factors can
be potential indicators of management quality and
operational performance. Companies with strong,
sustainableprofileswill,itbelieves,havegreater
potential to grow and survive in all market conditions.
The Investment Manager is responsible for engagement
onESGmattersandhasastructured,yetflexible
approach to incorporating ESG into the investment
process. Its fundamental, hands-on research approach
allows it to integrate seamlessly its responsible investing
effortsalongsidetheCompany’sinvestmentstrategy
inaneffectivemanner,whichtheBoardbelieveswill
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:
Environmental: Pollution, site management /
consideration, greenhouse gas emissions, climate
change, habitat protection, recycling, water.
Social: Human/employee rights, working conditions,
healthandsafety,firm-employeerelations,child/
forcedlabour,conflictzones.
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
issuesareconsideredalongsidefinancialandstrategic
issues during assessment and engagement with
companies. The ESG risks are qualitative factors rather
thanquantitativeinputsinafinancialmodel.
The investment team conducts its own research which
is complemented by data and research of third parties.
Chikara Investments LLP (“Chikara”) 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
controversialweaponsbutdoesnotspecificallyexclude
investment in industries or individual companies on
standardised ESG factors.
Engagement and Stewardship
A key component of the ESG process is engagement. The
InvestmentManagerdedicatesasignificantamountof
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.
The team at Chikara conducts over 300 meetings and
callsayearwiththemanagementofmanydifferent
companies. Engagement serves three main purposes as
it relates to ESG:
1. Due Diligence – engaging with companies,
conducting due diligence, and understanding
potential risks and opportunities relating to the
investment.
2. Education – through engagement with companies,
sharing best practices and providing insights into the
ESG practices of peers (e.g., disclosures, targets, and
benchmarking).
3. Action – engaging with companies to encourage
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
is a signatory to the Japan Stewardship Code and its
statement of commitment is set out on its website:
https://www.chikarainvestments.com/japan-
stewardship-code
UK Stewardship Code: The Investment Manager
is a signatory to the UK Stewardship Code and its
18 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
APPROACH TO ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”)
continued
statement of compliance with the Code can be found
on its website: https://www.chikarainvestments.com/
stewardship-code
Principles of Responsible Investment (“PRI”): Chikara
became a signatory to the UN-supported Principles for
Responsible Investment (“PRI”) on 6 December 2018.
The PRI is 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itsfiduciary
responsibilities. The Principles can be found here:
https://www.unpri.org/pri/what-are-the-principles-for-
responsible-investment. The Investment Manager also
commitstoevaluatetheeffectivenessandimprovethe
content of the Principles over time. It believes this will
improveitsabilitytomeetcommitmentstobeneficiaries
as well as better align its investment activities with the
broader interests of society. Chikara reports annually to
thePRIonthefirm’sresponsibleinvestmentinitiatives,
activities and achievements and seeks to meet the
standards expected by the PRI in doing so.
Voting Record*
97.7%
1.7%
0.6%
For (97.7%)
* We vote on 100% of our investor company meetings.
Abstain (1.7%) Against (0.6%)
CC Japan Income & Growth Trust plc 19
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
EXAMPLES OF ENGAGEMENT
Company 1 – Online fashion retailer
We have established an open dialogue with Japan’s leading online fashion retailer on
a number of subjects important to our investment decision over recent years. We, and
management, are conscious of problems encountered by a number of its international
peers regarding working conditions for employees. The management of the Japanese
company are aware of the associated operational and reputational risks and have
established adequate procedures to ensure that working conditions for its employees satisfy
appropriate standards of safety and wellbeing. We are particularly impressed by the ‘hands
on’ involvement of the CFO in this. On other topics we believe the company is achieving high
standards with its operational and capital goals and are pleased to see that the company has
recentlyraiseditspayouttargetsforshareholdersfurthertoensuregreaterefficiency.
Company 2 – Internet infrastructure company
We continue to discuss potential value creating initiatives with the management of Japan’s
leading internet infrastructure company. We believe that the current business structure
and devolved relationship with its subsidiaries detracts from the performance of its most
successful operations and has resulted in unnecessary compliance and operating risks.
This has resulted in a sharp valuation discount of the share price. We believe that rationale
of our consistent message is increasingly being considered by senior management and
progress is being made with the recent introduction of some centralised functions and group
management initiatives. This is only the start. The recent Tokyo Stock Exchange initiatives to
enhancecorporatevaluestrengthenourpositionandwearehopefulthatfurtheraffirmative
action by the company will be recognised by investors and encourage management to
pursue further positive change.
Company 3 – Automaker
We continue to maintain an open and regular dialogue with a leading automaker on a wide
variety of relevant stakeholder topics. We believe it is crucial for the Company’s management
to strike the right balance between shareholder value creation and sustainability. While
we have been happy to support a number of management initiatives and vote accordingly
in AGM proposals, we also emphasise the need for visible progress. We are consequently
encouraged in the increased levels of disclosure on environmental issues which has
included a dedicated presentation of the company’s stance and objectives. This can be
used to measure progress in coming years. There has also been an acknowledgement
of the capital inefficienciesofitsextensiveandexcessivegroupcross-shareholdingsand
duringtheyearwehaveseemthefirststepstoreducethese. We will continue to express
our views to management on both of these issues and also other relevant topics to this
particular industry.
20 CC Japan Income & Growth Trust plc
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20 CC Japan Income & Growth Trust plc
This section of the Annual Report covers the Board’s considerations and activities in discharging their duties under
s.172(1)oftheCompaniesAct2006,inpromotingthesuccessoftheCompanyforthebenefitofitsmembersasawhole.
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,
theCompanydoesnothaveanyemployees;ratheritemploysexternalsupplierstofulfilarangeoffunctions,including
investment management, secretarial, administration, public and investor relations, corporate broking, depositary and
banking services, etc. All these service providers, who are stakeholders in the Company themselves, help the Board to
fulfilitsresponsibilitytoengagewiththeShareholdersandotherstakeholders.
TheBoardhasidentifiedthemajorstakeholdersintheCompany’sbusiness.OnanongoingbasistheBoardmonitors
both potential and actual impacts of the decisions it makes in respect of the Company upon those major stakeholders
identified.
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Shareholders The Board place great importance
on maintaining an open dialogue
with Shareholders. 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 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.
A fundamental consideration of the
Board is whether the investment
objective of the Company is continuing
to meet shareholder expectations.
The principal forum for communicating with
Shareholders 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.
At each board meeting the Directors are provided
with an analysis of the Shareholder register.
The Board reports formally to Shareholders twice a
year by way of the Annual and Half Yearly 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 Investment
Manager’s website, including a Key Information
Document (‘KID’), portfolio disclosures, terms of
reference and the Company’s share price.
The Chairman and Directors are available to meet
with Shareholders on request. Shareholders wishing
to contact the Board may do so by writing to the
Company Secretary (ukfundcosec@apexfs.group).
During the year the Company’s Broker and
Investment Manager held regular discussions with
larger Shareholders.
The Company’s strategy is validated on a triennial
basis, with the last continuation vote held 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 2023
year of 5.30p per Ordinary Share, an increase of
8.2% on last year’s full year distribution of 4.90p per
Ordinary Share; paid out of income received. The
dividend has risen every year since inception.
STAKEHOLDER ENGAGEMENT
CC Japan Income & Growth Trust plc 21
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CC Japan Income & Growth Trust plc 21
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Key stakeholders Why it is important to engage Engagement and Key Board Decisions
Investment
Manager
Chikara 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 year, the Board received regular reports
from the team at Chikara who are responsible for
marketing the Company.
As AIFM to the Company, Chikara’s Chief Compliance
Officerattendsboardmeetingsandreportson
compliance processes and controls.
The Management Engagement Committee met
during the year and unanimously endorsed
the continued appointment of the Company’s
Investment Manager.
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
Company Secretary, Administrator and Depositary,
and Broker.
The continued appointment of all service providers is
reviewed by the Board on an annual basis to ensure
that the Company continues to receive high quality
service at a competitive cost.
The Board receives annual internal control reports
from all service providers. The Board also seeks
annual assurance from its service providers as
regards governance, including whistleblowing,
prevention of tax evasion and anti-bribery policy and
cyber security procedures.
Apex Listed Companies Services (UK) Limited which
provides administrative and company secretarial
services to the Company has been integrating new
systems during the year under review following
changes to their corporate ownership. The Board
continues to work closely with the Company
Secretary to ensure a high standard of service is
maintained.
Following a competitive tender, the Board appointed
a new Auditor to the Company, Johnston Carmichael
LLP who have provided independent audit services
totheCompanyforthefirsttimethisyear.
22 CC Japan Income & Growth Trust plc
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
22 CC Japan Income & Growth Trust plc
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
therulesandregulationsaffectingthe
investment company sector.
The Investment Manager, Chikara,
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 Association of Investment Company
(“AIC”) members, 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 17 to 19. 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
effortsintermsofESGintegration,activeownership,
investor collaboration and transparency.
The Investment Manager is a listed signatory to
the UK Stewardship Code 2020 and the Japan
Stewardship Code. Further information on Chikara’s
approach to the principles and guidance of the
2020 Japan Stewardship Code can be found on their
website: https://www.chikarainvestments.com/
legal-disclosures.
The Board reviewed the governance engagement
reports and discussed the voting record with the
Investment Manager.
During the year, the Chairman engaged with the AIC
with respect to the duplication of ongoing costs in
the investment trust industry.
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reflecttheBoard’sbelief
that the long-term sustainable success of the Company is linked directly to its key stakeholders.
For and on behalf of the Board
Harry Wells
Chairman of the Board
24 January 2024
STAKEHOLDER ENGAGEMENT
continued
CC Japan Income & Growth Trust plc 23
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CC Japan Income & Growth Trust plc 23
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
HOLDINGS IN PORTFOLIO
AS AT 31 OCTOBER 2023
Company Sector
Market value
£’000
% of net
assets
Mitsubishi UFJ Financial Group Inc Banks 16,426 7.0
Sumitomo Mitsui Financial Group Inc Banks 15,716 6.7
Nippon Telegraph & Telephone Corp Information & Communications 10,226 4.3
Itochu Corp Wholesale 9,658 4.1
Shin-Etsu Chemical Co Ltd Chemicals 8,865 3.8
SBI Holdings Inc Securities & Commodities 8,171 3.5
Sompo Holdings Inc Insurance 8,147 3.5
Hitachi Ltd Electrical Appliances 8,000 3.4
Softbank Corp Information & Communications 7,936 3.4
Noevir Holding Corp Chemicals 7,306 3.1
Tokio Marine Holdings Inc Insurance 7,102 3.0
Mitsubishi Corp Wholesale 6,819 2.9
DIP Corp Services 6,467 2.8
Socionext Inc Electrical Appliances 6,434 2.7
Jaccs Co Ltd Other Financing Business 5,880 2.5
Mani Inc Precision Instruments 5,537 2.4
Are Holdings Inc Nonferrous Metals 5,451 2.3
Nippon Gas Co Ltd Retail Trade 5,213 2.2
Tokyo Electron Ltd Electrical Appliances 4,834 2.1
Denso Corp Transport Equipment 4,671 2.0
Nissan Chemical Corp Chemicals 4,647 2.0
Orix Corp Other Financing Business 4,437 1.9
Zozo Inc Retail Trade 4,433 1.9
Nippon Parking Development Co Ltd Real Estate 4,388 1.9
Japan Securities Finance Co Other Financing Business 4,342 1.8
Nintendo Co Ltd Other Products 4,235 1.8
Tokyo Ohka Kogyo Co Ltd Chemicals 4,224 1.8
Nitto Denko Corp Chemicals 4,219 1.8
Kao Corp Chemicals 4,039 1.7
Kyocera Corp Electrical Appliances 4,016 1.7
24 CC Japan Income & Growth Trust plc
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24 CC Japan Income & Growth Trust plc
Company Sector
Market value
£’000
% of net
assets
En-Japan Inc Services 3,942 1.6
Nippon Pillar Packing Co Ltd Machinery 3,744 1.6
Technopro Holdings Inc Services 3,517 1.5
Open House Group Co Ltd Real Estate 3,349 1.4
Murata Manufacturing Co Ltd Electrical Appliances 3,229 1.4
Carta Holdings Inc Information & Communications 3,225 1.4
Nareru Group Inc Construction 2,489 1.1
GMO Internet Group Inc Information & Communications 2,377 1.0
Shoei Co Ltd Other Products 2,330 0.9
Aoyama Zaisan Networks Co Ltd Real Estate 1,946 0.8
Total holdings 231,987 98.7
Other net assets 3,131 1.3
Net asset value 235,118 100.0
HOLDINGS IN PORTFOLIO
continued
CC Japan Income & Growth Trust plc 25
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 25
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Sector
% of
net assets
Chemicals 14.2
Banks 13.7
Electrical Appliances 11.3
Information & Communications 10.1
Wholesale 7.0
Insurance 6.5
Other Financing Business 6.2
Services 5.9
Securities & Commodities 4.5
Real Estate 4.1
Top Ten 83.5
Other Sectors* 15.2
Other net assets 1.3
Total 100.0
* Other Sectors comprise of 7 sectors, which individually, is less than 4.1% each of the net assets.
TOP TEN CONTRACTS FOR DIFFERENCE (“CFDs”)
AS AT 31 OCTOBER 2023
Company Sector
Absolute
value
£’000
Absolute
value as a
% of
net assets
Market
value
£’000
Mitsubishi UFJ Financial Group Inc Banks 3,285 1.4 4
Sumitomo Mitsui Financial Group Inc Banks 3,143 1.3 (46)
Nippon Telegraph & Telephone Corp Information & Communications 2,045 0.9 31
Itochu Corp Wholesale 1,932 0.8 73
Shin-Etsu Chemical Co Ltd Chemicals 1,773 0.8 68
SBI Holdings Inc Securities & Commodities 1,634 0.7 51
Sompo Holdings Inc Insurance 1,629 0.7 59
Hitachi Ltd Electrical Appliances 1,600 0.7 101
Softbank Corp Information & Communications 1,587 0.7 27
Noevir Holding Co Chemicals 1,461 0.6 (14)
Top Ten CFDs 20,089 8.6 354
Other CFDs 26,308 11.1 (319)
Total CFDs 46,397 19.7 35
The Strategic Report set out on pages 2 to 25 of this Annual Report was approved by the Board of Directors on
24January 2024.
TOP TEN SECTORS
AS AT 31 OCTOBER 2023
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26 CC Japan Income & Growth Trust plc
The Directors present their report and accounts for the
year ended 31 October 2023.
Strategic report
The Directors’ Report should be read in conjunction with
the Strategic Report on pages 2 to 25.
Corporate governance
The Corporate Governance Statement on pages 31 to 36
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
Companyconductsitsaffairstomeettherequirements
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 2023 and intends to continue to
do so.
Management
Chikara has been appointed as the Company’s
Investment Manager and Alternative Investment Fund
Manager (the “Investment Manager” or the “AIFM”).
Chikara 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
confirmsthisallocationremainsconsistentwiththeir
expectations of future returns from the portfolio.
Management engagement
The Board carefully reviewed the Investment Manager’s
appointmentduringtheyear.TheDirectorsaresatisfied
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 Chikara as its Alternative Investment Fund
Manager (“AIFM”). The AIFM must ensure that an annual
report containing certain information on the Company is
madeavailabletoinvestorsforeachfinancialyear.The
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
2022. These disclosures are available on the AIFM’s
website https://www.chikarainvestments.com/aifm-
remuneration-disclosure) 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 2023 120% 119%
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
each year.
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
standing to the credit of the share premium account
DIRECTORS’ REPORT
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CC Japan Income & Growth Trust plc 27
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
of the Company immediately following completion of
thefirstissueofOrdinaryShareson15December2015
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 1.55p
per Ordinary Share in June 2023 which was paid on 4
August 2023. On 19 January 2024, the Directors declared
a second interim dividend in respect of the year ended
31 October 2023 of 3.75p per Ordinary Share, which,
will be paid on 1 March 2024, to Shareholders on the
register at 2 February 2024.
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 2024.
During the year ended 31 October 2023, 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
OrdinaryShares.Resolutionstothiseffectwillbeputto
Shareholders at the Annual General Meeting.
Any Ordinary Share issues will be issued at a premium to
(cum income) Net Asset Value.
No shares were issued or bought back during the year.
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
Sharesquicklyandcosteffectively,therebyimproving
liquidity and providing the Company with additional
flexibilityinthemanagementofitscapitalbase.No
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
firstofferedproratatoexistingShareholders.
No Ordinary Shares were bought back during the year
ended 31 October 2023 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
significantdiscounttotheirprevailingNAV.Totheextent
thattheOrdinarySharestradeatasignificantdiscount
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
pursuanttotenderoffersmadeonappropriateterms.
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
mid-marketvaluesoftheOrdinarySharesforthefive
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,
whichshouldhavetheeffectofincreasingtheNAVper
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
TheCompanyhasnofixedlifebut,pursuanttothe
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
daysproposalswillbeputforwardtotheeffectthatthe
Company be wound up, liquidated, reconstructed or
unitised.
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Market information
The Company’s share capital is admitted to the premium
listingsegmentoftheOfficialListoftheFinancial
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 £3,180,000 (2022: £1,903,000) of the
overdraft facility was utilised on the Japanese yen bank
account.
Derivatives
TheCompanymayuselongonlycontractsfordifference
orequityswapsforgearingandefficient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 2023, the Company held contracts for
differencewithanabsoluteexposureof£46,397,000
(2022: £39,926,000).
Financial instruments
ThefinancialinstrumentsoftheCompanygenerate
liquidity risk, credit risk and market risk. An explanation
of these risks and how they are managed; and the policy
andpracticewithregardtofinancialinstrumentsare
containedinnote16ofthefinancialstatements.
Depositary and custodian
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
trustee and depositary of the Company is Northern Trust
Investor Services Limited (“NTISL”). NTISL is a company
established in England and Wales and is authorised by
the FCA to be a trustee and depositary.
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.
Capital structure and voting rights
Atthefinancialyearend,theCompany’sissuedshare
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.
Significant Shareholders
As at 31 October 2023, the Directors have been formally
notifiedofthefollowingshareholdingscomprising3%
or more of the issued share capital of the Company in
accordance with DTR 5 (The Disclosure and Guidance
Transparency Directive):
SignificantShareholders Holding %
1607 Capital Partners LLC 18,782,448 13.94
Rathbone Investment
Management Ltd 13,404,704 9.95
Christ Church College,
Oxford University 8,706,850 6.46
Close Asset Management
Limited 6,778,757 5.03
City of London Investment
Management Company
Limited 6,589,431 4.89
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
Sincetheyearend,theCompanyhasbeennotifiedof
one change to the above shareholdings, being 1607
Capital Partners LLC, who have sold 1,356,512 Ordinary
Shares, resulting in a holding of 12.93% 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.
DIRECTORS’ REPORT continued
CC Japan Income & Growth Trust plc 29
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CC Japan Income & Growth Trust plc 29
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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 Company’s 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
is for the period assessed by the Directors, being
the period to 31 January 2025, which is at least 12
monthsfromthedatethefinancialstatementswere
authorised for issue. This assessment took account of
war in Ukraine and the Middle East; and the increase in
geopolitical tension between the US and China. These
uncertaintieshaveshakenmarketconfidenceatatime
whenhighinterestratesandinflationarypressures
worldwide have reduced global economic growth. The
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tothefinancialstatements.
The Directors have also considered the liquidity of the
Company’s portfolio of investments as well as its cash
position,income,andexpenseflows.TheCompany’s
net assets as at 31 October 2023 were £235.1 million
(2022: £203.6 million). As at 31 October 2023, the
Company held approximately £232.0 million in quoted
investments (2022: £199.6 million) and had cash of
£0.34 million (2022: £1.4 million). The total expenses
(excludingfinancecostsandtaxation)fortheyearended
31 October 2023 were £2.4 million (2022: £2.3 million),
which represented approximately 1.06% (2022: 1.06%)
of average net assets during the year. At the date of
approval of this report, based on the aggregate net
assets 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 of the
investmentsorinterruptionstocashflow.However,the
Companycurrentlyhasmorethansufficientliquidity
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
everythreeyearsandaresolutiontothateffectwaslast
approved at the AGM on 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 require 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.
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
office.
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
reportconfirmsthat:
(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.
Thisconfirmationisgivenandshouldbeinterpreted
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 Johnston Carmichael
LLP as the Company’s auditor will be put forward at the
forthcoming Annual General Meeting.
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Future trends
Detailsofthemaintrendsandfactorslikelytoaffect
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.Furtherdetailsastotherisksaffecting
the Company are set out in the ‘Principal and Emerging
Risks and Uncertainties’ on pages 14 to 16.
Annual General Meeting
The Company’s forthcoming AGM will be held at 12 noon
on 5 March 2024. The Notice of the AGM can be found
on pages 80 to 81 of this Annual Report and downloaded
from the website.
By order of the Board
Sinead van Duuren
For and on behalf of
Apex Listed Companies Services (UK) Limited
Company Secretary
24 January 2024
DIRECTORS’ REPORT continued
CC Japan Income & Growth Trust plc 31
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 31
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 out additional Provisions on issues that are of
specific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.
Duringthefinancialyearended31October2023,the
Company 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 a 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
Asat31October2023,theCompanyhadfiveNon-
Executive Directors including the Chairman, comprising
three male (60%) and two female (40%) directors. On
1 October 2023, John Charlton-Jones joined the Board,
bringing with him additional experience and skills.
Biographical details can be found on pages 31 and 32. 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 33
and 34).
On 10 October 2023, Peter Wolton retired as a Non-
Executive Director of the Company, having served on the
Board since launch in December 2015.
June Aitken, who joined the Board in February 2022, is
the Senior Independent Director, having been appointed
to succeed Peter Wolton on 10 October 2023. 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 31
October 2023 its composition was appropriate for an
investment company of the Company’s nature, meeting
both gender and ethnic diversity guidelines. Further
information can be found on pages 33 and 34.
AlloftheDirectorsareabletoallocatesufficienttimetothe
Companytodischargetheirresponsibilitieseffectively.
The Directors have a broad range of relevant experience
to meet the Company’s requirements and their
biographies are given below:
Harry Wells (Chairman)
Appointed on 10 November 2015
Harry has 48 years’ experience of investment markets,
primarily as an institutional stockbroker specialising
intheAsiaPacificregion,basedinLondon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)
Appointed on 3 September 2018
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, a Non-Executive Director
of Finsbury Growth & Income Trust plc and a Non-
CORPORATE GOVERNANCE
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Executive Director of European Assets Trust plc.
Katewas formerly a Non-Executive Director and Senior
Independent Director of Schroder Oriental Income Fund
Ltd. 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.
June Aitken (Senior Independent Director)
Appointed on 1 February 2022
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, BBGI Global Infrastructure S.A., and
Schroder Income Growth Fund plc.
June was previously on the board of HSBC Bank Japan,
AquariusFund,anAsianfixedincomefund,Australian
Securities Exchange listed Emerging Markets Masters
Fund and the Asian Masters Fund Limited, Erudine
HoldingsLtd,afinancialsoftwareconsultancyfirm
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)
Appointed on 1 February 2022
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
managementfirminLondonbusinesswithafocuson
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.
John Charlton-Jones (Director)
Appointed on 1 October 2023
John has 36 years of experience working with
institutions who invest in the Japanese stock market,
asastockbrokerworkingfirstforJamesCapel/HSBC,
and then for CLSA (UK) Limited, in both cases becoming
Managing Director of Japan equity sales across UK/
Europeforover15years.Duringthistime,hespentfive
years living in Tokyo. John holds a degree in History from
Cambridge University. He is also a Trustee of the Daiwa
Anglo-Japanese Foundation.
Responsibilities of the Chairman, the Board, and
its Committees
The Chairman leads the Board and is responsible for
itsoveralleffectivenessindirectingtheaffairsofthe
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.
TheBoardrecognisesthebenefitstotheCompany
of having longer serving Directors together with
progressive refreshment of the Board. The Board does
not believe that length of service in itself necessarily
disqualifiesaDirectorfromactingindependently.
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 of when the Board members will reach their
ninth anniversary.
Following the disclosure within the previous Annual
Report of Peter Wolton’s planned retirement on
10October 2023, the Board began a recruitment process
and engaged the services of recruitment specialists,
Cornforth Consulting Ltd. Cornforth Consulting Ltd
is independent of both the Company and individual
directors. Following an extensive search and thorough
interview and selection process, the Nomination
Committee recommended John Charlton-Jones’
appointment to the Board. The Board subsequently
appointedJohnCharlton-Joneswitheffectfrom1
October 2023. June Aitken, who joined the Board in
February 2022, was appointed to succeed Peter Wolton
as Senior Independent Director on 10 October 2023.
As disclosed within the previous Annual Report and in
the Company’s announcement via the London Stock
Exchange on 19 July 2023, the Chairman will retire at
the AGM in March 2024, having served since launch.
In accordance with the Board’s succession plan, the
CORPORATE GOVERNANCE continued
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CC Japan Income & Growth Trust plc 33
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
process to appoint a new Chair of the Company was led
by Peter Wolton (then Senior Independent Director).
June Aitken, having the requisite skills and experience
for the role, was appointed by the Board to succeed
Harry Wells as the next Chair of the Company, subject to
her re-election as a Director at the Companys AGM on 5
March 2024.
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.
ApolicyofinsuranceagainstDirectors’andOfficers’
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 41 to 43 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 Senior Independent Director, June
Aitken. The Nomination Committee is responsible for
identifyingandproposingcandidatesfortheofficeof
Director of the Company. The Nomination Committee
also considers and reviews remuneration payable to
the Directors and makes recommendations regarding
Directors’ 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 31 and 32. 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
combinationofpeopleforensuringeffectiveoversight
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 more recent FTSE Women Leaders
review and the Parker 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 takes account of the FCA’s listing rule
(LR9.8.6R (9)(a)) concerning public disclosures on
whether a company has met the following targets on
board diversity:
a) at least 40% of individuals on the board are women;
b) atleastoneoftheseniorboardpositions(defined
by the FCA as either the chair, senior independent
director,chiefexecutiveorchieffinancialofficer)is
held by a woman; and
c) at least one individual on the board is from a
minority ethnic background.
As at 31 October 2023, the Board meets the criteria of all
three targets as a) 40% of the Board are women, b) the
role of Senior Independent Director is held by a woman,
and c) one Board member is from a minority ethnic
background.
The below tables set out the diversity data required
under LR 9.8.6R(10) as at 31 October 2023. As an
externally managed investment company, the Board
employsnoexecutivestaff,andthereforedoesnothave
achiefexecutiveofficer(CEO)orachieffinancialofficer
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34 CC Japan Income & Growth Trust plc
(CFO), both of which are deemed senior board positions
bytheFCA.AlthoughnotdefinedassuchunderLR9.8.6R
(9)(a), the Board considers the Chair of the Audit and
Risk Committee to be a senior board position, given
the nature of the Company as an investment trust, the
importance of the position and the time it commands.
The following information has been provided by each
Director. There have been no changes since 31 October
2023.
Board Diversity as at 31 October 2023
Gender
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board
Men 3 60% 1
1
Women 2 40% 1
2
Prefer not to say
Ethnic background
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% 1
1
Asian/Asian British 1 20% 1
2
Prefer not to say
1 Harry Wells is Chairman of the Board.
2 June Aitken is Senior Independent Director.
Meeting attendance
The number of formal meetings of the Board and Committees held during the year ended 31 October 2023 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 3 1 2
Harry Wells 4 3 1 2
Kate Cornish-Bowden 4 3 1 2
June Aitken 4 3 1 2
Craig Cleland 4 3 1 2
John Charlton-Jones* 1 1 1
Peter Wolton** 4 3 1 2
* John Charlton-Jones was appointed on 1 October 2023 and has attended all meetings since his appointment.
** Peter Wolton retired from the Board on 10 October 2023.
Several other ad hoc Board and Committee meetings were held during the year to deal with administrative matters,
board selection, market updates and approve documentation.
CORPORATE GOVERNANCE continued
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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. Following a competitive tender process,
the Board appointed Johnston Carmichael LLP as the
Company’s new Independent Auditor for the year
ending 31 October 2023, and subsequently approved by
Shareholders at the 2023 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
fulfilmentoftheirduties.
Conflicts of Interest
As required by law, a Director must avoid a situation
whereheorshehasaninterestthatconflictswith
the Company’s interests. The Company’s Articles of
Association provide the Directors authority to authorise
potentialconflictsofinterest.TheDirectorsareableto
impose limits or conditions when giving authorisation if
they think this is appropriate. The procedure observed
bytheBoardinconsideringdealingwithconflicted
matters is as follows:
• AnyBoardmembersoconflictedmustrecuse
themself from the discussion involving the relevant
conflict;
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.
TheDirectorshavedeclaredanypotentialconflicts
of interest to the Company. These are entered into
theCompany’sregisterofpotentialconflicts,which
is reviewed regularly by the Board. The Directors are
obliged to advise the Company Secretary as soon as they
becomeawareofanypotentialconflictsofinterest.
Internal control
The AIC Code requires the Board to review the
effectivenessoftheCompany’ssystemofinternal
controls. The Board recognises its ultimate responsibility
for the Company’s system of internal controls and for
monitoringitseffectiveness.Thesystemofinternal
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
identifiedriskmanagementcontrolsinthekeyareasof
strategicandbusinessrisk,financialrisk,operational
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
underreviewtheeffectivenessoftheinternalcontrol
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
TheDirectorsareresponsiblefortheinternalfinancial
control systems of the Company and for reviewing their
effectiveness.Theseaimtoensurethemaintenanceof
properaccountingrecords,thereliabilityofthefinancial
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
ontheeffectivenessofinternalfinancialcontrols.
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 Directors
andOfficers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.
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The Statement of Directors’ Responsibilities in respect
of the accounts is on page 44 and a Statement of Going
Concern is on page 29. The Report of the Independent
Auditor is on pages 45 to 50.
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
direct to the Audit and Risk Committee concerning the
internal controls applicable to the Investment Manager’s
dealing,investmentandgeneralofficeprocedures.
The Board reviews detailed management accounts from
the Administrator, including holdings in the portfolio,
transactions,andotheraspectsofthefinancialposition
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 the
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
effectivenessoftheCompany’sriskmanagementand
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.
Therearenosignificantfindingstoreportfromthe
review.
Principal and emerging risks
TheDirectorsconfirmthattheyhavecarriedouta
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
aprogrammeofmeetingswithsignificantShareholders
andreportsbacktotheBoardonitsfindings.The
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 https://www.chikarainvestments.com/
stewardship-code It is also a signatory to the Japan
Stewardship Code and has published its statement of
commitment to its principles on its website at https://
www.chikarainvestments.com/japan-stewardship-
code.
CORPORATE GOVERNANCE continued
CC Japan Income & Growth Trust plc 37
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 37
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.
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 5 March 2024.
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 45.
Remuneration Implementation
TheCompanycurrentlyhasfiveNon–Executive
Directors.
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
RPIandCPIandotherinflationarymeasures,thetime
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
financialyearto31October2023.
Directors’fees,witheffectfrom1November2022,were
payable at the rate of £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.
Following the year end, a review was undertaken and
after careful consideration the Board approved that,
witheffectfrom1November2023anincreasein
annual Directors’ fees was warranted to £42,750 for
the Chairman of the Company; £34,500 for the Chair of
the Audit and Risk Committee; £29,500 for the Senior
Independent Director and £28,500 per annum for the
other Board members.
The Board believes that the level of increase and
resultingfeesappropriatelyreflectsprevailingmarket
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.
TheDirectors’feesandtaxablebenefitsareshowninthe
table on page 38.
Directors’ service contracts
The Directors do not have service contracts with
the Company. The Directors are not entitled to
compensationonthelossofofficeandnopaymentwas
madetopastdirectorsforlossofoffice.TheDirectors
have appointment letters which do not provide for any
specificterm.InaccordancewithbestpracticetheBoard
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
beinspectedattheCompany’sregisteredoffice.
Directors’ indemnities
Subject to the provisions of the Companies Act 2006, the
Company may indemnify any person who is a Director,
secretaryorotherofficer(otherthananauditor)ofthe
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
office;andpurchaseandmaintaininsuranceforany
personwhoisaDirector,secretary,orotherofficer
(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
orofficer.
ApolicyofinsuranceagainstDirectors’andOfficers’
liabilities is maintained by the Company.
Director search and selection fees
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 John Charlton–
Jones to the Board. The Board subsequently appointed
JohnCharlton–Joneswitheffectfrom1October2023.
Director’s search and selection fees of £23,000 including
expenses were incurred during the year.
38 CC Japan Income & Growth Trust plc
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38 CC Japan Income & Growth Trust plc
Performance
The following chart shows the performance of the Company’s share price by comparison to the TOPIX Index since
inception, on a total return basis. The Board deems the TOPIX Index to be the most appropriate comparator for
this report.
Directors’ emoluments for the year ended 31 October 2023 (audited)
The Directors who served during the year ended 31 October 2023 received the following remuneration for qualifying
services.
Fees and taxable benefits
Fees
Year ended
31October
2023
£
Taxable
benefits Total
Fees
Year ended
31October
2022
£
Harry Wells 40,500 40,500 39,000
Kate Cornish–Bowden 32,500 32,500 31,330
June Aitken* 27,000 27,000 19,250
Craig Cleland 27,000 27,000 19,250
John Charlton–Jones** 2,250 2,250
Peter Wolton*** 26,420 26,420 27,040
John Scott**** 10,267
Total 155,670 155,670 146,137
* June Aitken was appointed as Senior Independent Director on 10 October 2023.
** John Charlton-Jones was appointed on 1 October 2023.
*** Peter Wolton retired on 10 October 2023.
**** John Scott retired at the AGM in March 2022.
In addition to the above, the Company paid £1,000 (2022: £3,000) in expenses to the Directors. None of the above
fees werepaidtothirdparties.Therewerenotaxablebenefitsclaimedduringtheyearsended31October2023or31
October 2022.
0.0
20.0
40.0
60.0
80.0
100.0
120.0
Oct-15 Oct-16
Oct-17 Oct-18
Oct-19
Oct-20 Oct-23Oct-22
CCJI Share Price
Topix Index
Total Return (%)
Oct-21
DIRECTORS’ REMUNERATION IMPLEMENTATION REPORT
continued
CC Japan Income & Growth Trust plc 39
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 39
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
The current aggregate remuneration that can be paid to Directors under the Company’s Articles of Association is
£500,000 per annum, until otherwise determined by an Ordinary Resolution of the Company.
Annual Percentage Change in Directors’ Remuneration
%
change
2019 to
2020
%
change
2020 to
2021
%
change
2021 to
2022
%
change
2022 to
2023
Harry Wells 2.0 Nil 4.0 3.8
Kate Cornish-Bowden 15.5 6.4 4.1 3.7
June Aitken* N/A N/A N/A 3.8
Craig Cleland* N/A N/A N/A 3.8
John Charlton-Jones** N/A N/A N/A N/A
Peter Wolton*** 2.0 Nil 4.0 3.6
* Craig Cleland and June Aitken were appointed on 1 February 2022. June Aitken was appointed as Senior Independent Director on 10 October 2023.
** John Charlton-Jones was appointed on 1 October 2023.
*** Peter Wolton retired on 10 October 2023.
A non-binding ordinary resolution to approve the Directors’ Remuneration Implementation Report contained in the
Annual Report for the year ended 31 October 2022 was put forward at the Annual General Meeting held on 1 March
2023. The resolution was passed with proxies representing 99.99% of the shares voted in favour of the resolution.
The Directors’ Remuneration Policy was last put forward at the Annual General Meeting held 1 March 2023. The
resolution was passed with proxies representing 99.99% of the shares voted 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 2026.
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
2023
£’000
Year to
31 October
2022
£’000
Directors’ fees 156 146
Management fees and other expenses 2,430 2,297
Dividends paid and payable to Shareholders 7,140 6,602
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.
40 CC Japan Income & Growth Trust plc
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40 CC Japan Income & Growth Trust plc
Directors’ holdings (Audited)
The interests of the Directors in the Ordinary Shares of the Company as at 31 October 2023 and at 31 October 2022 were as
follows.Allshareholdingsarebeneficiallyowned.
Ordinary
Shares as at
31October
2023
Transferable
Subscription
Shares* as at
31 October
2023
Ordinary
Shares as at
31October
2022
Transferable
Subscription
Shares* as at
31October
2022
Harry Wells 40,000 40,000 58,000
Kate Cornish-Bowden 50,000 40,000 20,000
Craig Cleland 40,000 40,000
June Aitken 41,631 40,372
John Charlton-Jones** 12,185
* On 18 February 2021 Transferable Subscription Shares (“TSS”) were issued on a 1 for 5 basis to all Shareholders. The TSS expired worthless on the
last business day of February 2023.
** John Charlton-Jones was appointed on 1 October 2023.
DirectorsarenotspecificallyrequiredtoownsharesintheCompany.
Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and
Groups(AccountsandReports)(Amendment)Regulations2013,IconfirmthattheaboveReportonRemuneration
Implementation summarises, as applicable, for the year to 31 October 2023:
(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
24 January 2024
DIRECTORS’ REMUNERATION IMPLEMENTATION REPORT
continued
CC Japan Income & Growth Trust plc 41
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 41
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
The AIC Code recommends that boards should
establish audit committees consisting of at least three
independent Non-Executive Directors. The Board is
required to satisfy itself that at least one member of
the Audit and Risk Committee has recent and relevant
financialexperience.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
two times a year. The responsibilities of the committee
include:
Ensuring integrity, transparency and accuracy of the
financialreports.
Assisting in the preparation and review of the annual
and half year reports and accounts.
Considering the appointment, independence and
objectivity, and remuneration of the auditor.
• Consideringtheeffectivenessoftheannualaudit.
Reviewing the internal controls of the Company.
Reviewing the internal controls of the Company’s
service providers.
Reviewing the principal and emerging risks, and the
Company’s processes to mitigate risk.
Composition
All the Directors of the Board are members of the Audit
and Risk Committee, and each committee member
hasrecentandrelevantfinancialexperience.Following
the retirement of Peter Wolton from the Board, John
Charlton-Jones, the newly appointed Director joined the
Audit and Risk Committee. 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. Following Harry Wells’ retirement at the
AGM , June Aitken, as the successor Chair, will remain a
member of the Committee.
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
reviewofitseffectiveness.Furtherdetailsofthe
evaluation of the Committee can be found on page 35.
Internal controls and risk management
The Board has overall responsibility for the Company’s
risk management and systems of internal controls and
forreviewingtheireffectiveness.Incommonwithmost
investment trusts, investment management, accounting,
company secretarial, registrar and depositary services
havebeendelegatedtothirdparties.Theeffectiveness
of the internal controls is assessed on a continuing basis
and the Committee receives regular assurance reports
concerning any errors and omissions. The Company’s
Adminstrator and Company Secretary has been subject
to take over, twice, in the last two years and is now
provided by Apex Company Services (UK) Limited. The
Board has taken particular care to ensure that the
transition to new systems has not disrupted the service.
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
risk;andoverseetheeffectivenessofinternalcontrols
and processes. The risk management register and
associatedriskheatmapprovideavisualreflectionof
theCompany’sidentifiedprincipalandemergingrisks.
These fall into three categories: strategic and business
risk,financialandoperationalrisk,andregulatory
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.
Meetings
There have been three Audit and Risk Committee
meetings in the year ended 31 October 2023. Meeting
attendance is shown on page 34 of this Annual Report.
Financial statements and significant accounting
matters considered during the year
TheCommitteeconsideredthefollowingsignificant
accountingissuesinrelationtotheCompany’sfinancial
statements for the year ended 31 October 2023.
Valuation and existence of investments
The Company holds its assets in quoted investments,
derivatives and cash. The valuation and existence
of these investments is currently the most material
matterintheproductionofthefinancialstatements.
Investments 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
REPORT OF THE AUDIT AND RISK COMMITTEE
42 CC Japan Income & Growth Trust plc
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42 CC Japan Income & Growth Trust plc
in place for ensuring accurate valuation and existence
of investments. The Committee also receives and
reviewsanysignificant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.
Geopolitical Tension and Global Inflation
Highinflationandthethreatofeconomicslowdownhas
impacted equity markets across the world during the
year. Rising global interest rates, and both the US dollar
and British pound strengthening against the Japanese
yen have had an impact on dividend receipts from
Japan. During the year, the Board have paid particular
attention to the sensitivity of income received from
investee companies to volatility in the British pound/
Japanese yen foreign exchange rate. War in Ukraine and
the Middle East, and geopolitical tensions between the
USandChinahaveallshakeninvestorconfidencethis
year. Committee members have discussed the risk of
the political dispute over Taiwan and Korean peninsula
increasing, and the possible potential impact on the
Japanese market.
Calculation of management fees
Incorrect amounts may be paid to the Investment
Managerandrecognisedinthefinancialstatementsif
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.
S1158 of the Corporation Tax Act 2010
The Committee considers the reports produced by
theAdministratorconfirmingcompliancewiththe
investment trust qualifying rules.
Going concern and viability statements
HavingreviewedtheCompany’sfinancialposition,
liabilities, principal/emerging risks and uncertainties, the
Committee recommended to the Directors that it was
appropriatefortheDirectorstopreparethefinancial
statements on the going concern basis.
The Committee considered the appropriateness of
the assumptions used in the viability satement and is
confidentthatthesearesufficientlyrobust.TheGoing
concern assessment and viability statements can be
found on pages 12 and 29.
Audit tenure
The appointment of the auditor is reviewed annually
by the Committee and is subject to approval by
Shareholders. 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 provided this service for seven
years.Followingsignificantrisesinauditfeesacross
the industry, the Committee considered it prudent
to conduct a tender of audit services during the year.
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 LLP (“Johnston Carmichael”)
be appointed as the Company’s Auditor for the year
ending 31 October 2023. Shareholders approved the
appointment of Johnston Carmichael as the Company’s
Auditor at the AGM in March 2023.
Effectiveness of external audit
The Audit and Risk Committee is responsible for
reviewingtheeffectivenessoftheexternalauditprocess.
The Committee received a presentation of the audit
plan from the auditor prior to the commencement of
the 2023 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
andtheabilityoftheexternalauditortofulfilitsrole.
I spoke to Richard Sutherland, the partner at Johnston
Carmichael and his team during the year to discuss
feedback from the external audit and am pleased
toreportthatnosignificantissuesaroseduringthe
process.TheCommitteeissatisfiedthatJohnston
Carmichaelhasprovidedeffectiveindependent
challenge 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
accountingandpreparationofthefinancialstatements,
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 fee (excluding VAT) incurred during the year
amounted to £37,500 (2022: £49,500) plus an additional
£4,500 (excluding VAT) payable by Apex, the Company’s
Administrator for extra statutory audit work performed
REPORT OF THE AUDIT AND RISK COMMITTEE
continued
CC Japan Income & Growth Trust plc 43
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 43
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
by the auditor. The audit fee represents a decrease from
the prior year.
Auditor independence
The Committee considered the independence of the
auditor and the objectivity of the audit process and
issatisfiedthatJohnstonCarmichaelhasfulfilledits
obligations to shareholders and as independent auditor
to the Company for the year.
After due consideration, the Committee recommends
the re-appointment of Johnston Carmichael and
the proposal will be put forward to the Company’s
Shareholders at the 2024 AGM.
Conclusion with respect to the Annual Report
and financial statements
Following a thorough process of review, the Committee
has concluded that the Annual Report for the year ended
31 October 2023, 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
24 January 2024
44 CC Japan Income & Growth Trust plc
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44 CC Japan Income & Growth Trust plc
The Directors are responsible for preparing the Annual
Reportandthefinancialstatementsinaccordancewith
applicable laws and regulations.
CompanylawrequirestheDirectorstopreparefinancial
statementsforeachfinancialyear.Underthatlaw,
theDirectorshaveelectedtopreparethefinancial
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
notapprovethefinancialstatementsunlesstheyare
satisfiedthattheygiveatrueandfairviewofthestate
oftheCompany’saffairsasattheendoftheyearandof
thenetreturnfortheyear.Inpreparingthesefinancial
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
disclosedandexplainedinthefinancialstatements;
and
• preparethefinancialstatementsonagoingconcern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accountingrecordsthataresufficienttoshowand
explain the Company’s transactions and which disclose
withreasonableaccuracyatanytimethefinancial
position of the Company and enable them to ensure that
thefinancialstatementscomplywiththeCompaniesAct
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 Directors are also responsible for preparing
a Strategic Report, Director’s Report, Directors’
Remuneration Report and Corporate Governance
Statement that comply with applicable laws and
regulations.
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
thefinancialstatementssincebeinginitiallypresented
on the website. Legislation in the United Kingdom
governing the preparation and dissemination of
financialstatementsmaydifferfromlegislationinother
jurisdictions.
Directors’ confirmation statement
TheDirectorseachconfirmtothebestoftheir
knowledge that:
(a) thefinancialstatements,preparedinaccordance
with applicable accounting standards, give a true and
fairviewoftheassets,liabilities,financialposition
andprofitoftheCompany;and
(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
financialstatementstakenasawholeisfair,balanced
and understandable and provides the information
necessary for Shareholders to assess the Company’s
performance, business model and strategy.
For and on behalf of the Board
Harry Wells
Chairman
24 January 2024
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
CC Japan Income & Growth Trust plc 45
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 45
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Opinion
WehaveauditedthefinancialstatementsofCCJapan
Income & Growth Trust plc (“the Company”), for the year
ended 31 October 2023, which comprise the Income
Statement, the Statement of Financial Position, the
Statement of Changes in Equity, the Statement of Cash
Flows,andnotestothefinancialstatements,including
significantaccountingpolicies.
Thefinancialreportingframeworkthathasbeen
applied in their preparation is applicable law and United
Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).
Inouropinionthefinancialstatements:
give a true and fair view of the state of Company’s
affairsasat31October2023andofitsnetreturnfor
the year then ended;
have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
auditofthefinancialstatementssectionofourreport.
We are independent of the Company in accordance
with the ethical requirements that are relevant to our
auditofthefinancialstatementsintheUK,including
the FRC’s Ethical Standard, as applied to listed public
interestentities,andwehavefulfilledourotherethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained
issufficientandappropriatetoprovideabasisforour
opinion.
Our approach to the audit
Weplannedourauditbyfirstobtainingan
understanding of the Company and its environment,
including its key activities delegated by the Board to
relevant approved third-party service providers and the
controls over provision of those services.
We conducted our audit using information maintained
and provided by Chikara Investment LLP (the
“Investment Manager”), Apex Listed Companies
Services (UK) Limited (the “Company Secretary”, and
“Administrator”), Northern Trust Investor Services
Limited (the “Custodian” and the “Depositary”) and
Link Group (the “Registrar”) to whom the Company has
delegated the provision of services.
We tailored the scope of our audit taking into account
the types of investments within the Company, the
involvement of the Administrator, the accounting
processes and controls, and the industry in which the
Company operates.
Thescopeofourauditwasinfluencedbyourapplication
of materiality. We set certain quantitative thresholds
for materiality. These together with qualitative
considerations, helped us to determine the scope of
our audit and the nature, timing and extent of our audit
proceduresontheindividualfinancialstatementline
itemsanddisclosuresandintheevaluationoftheeffect
of misstatements, both individually and in aggregate on
thefinancialstatementsasawhole.
Key audit matters
Key audit matters are those matters that, in our
professionaljudgement,wereofmostsignificancein
ourauditofthefinancialstatementsofthecurrent
periodandincludethemostsignificantassessedrisks
of material misstatement (whether or not due to fraud)
thatweidentified. These matters included those which
hadthegreatesteffecton:theoverallauditstrategy;the
allocation of resources in the audit; and directing the
effortsoftheengagementteam.Thesematterswere
addressedinthecontextofourauditofthefinancial
statements as a whole, and in forming our opinion
thereon, we do not provide a separate opinion on these
matters.
We summarise below the key audit matters in arriving
at our audit opinion above, together with how our audit
addressed these matters and the results of our audit
work in relation to these matters.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CCJAPAN INCOME & GROWTH TRUST PLC
46 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
46 CC Japan Income & Growth Trust plc
Key audit matter How our audit addressed the key audit matter and our
conclusions
Valuation and ownership of investments
(as per pages 41 and 42 (Report of the Audit and Risk
Committee), page 56 (Accounting Policies) and Note 3.
As at 31 October 2023 the valuation of the level 1 equity
investment portfolio was £231.99m. The Company also
heldlevel2longContractsforDifference(‘CFDs’)at
year end which have been recognised separately within
the Statement of Financial position as amounts due
in respect of CFDs (£0.77m) and amounts payable in
respect of CFDs (£0.74m).
As the valuation of investments is the largest component
of the Company’s Statement of Financial Position,
accounting for 98.7% of net assets, and a key driver of
the Company’s total return this has been designated
asakeyauditmatter,beingoneofthemostsignificant
assessed risks of material misstatement due to fraud or
error.
There is a risk that investments held at fair value may
not be actively traded and the quoted prices may not be
reflectiveoftheirfairvalue(valuation).
Additionally, there is a risk that the investments
recorded as held by the Company may not represent
property of the Company (ownership).
We obtained and assessed controls reports provided by
the Administrator and the Custodian to evaluate the design
of the process and implementation of key controls.
We compared market prices and exchange rates applied
to all level 1 equity investments and all level 2 CFDs held at
31 October 2023 to an independent third-party source and
recalculated the investment valuations.
We obtained average trading volumes from an
independent third-party source for all investments held at
year as evidence of an active market.
We agreed the ownership of all equity investments and
CFDs held at year end to the independently received
custodian report and broker statement.
Fromourcompletionoftheseprocedures,weidentified
no material misstatements in relation to the valuation and
ownership of the investments.
Revenue recognition, including allocation of special
dividends as revenue or capital returns
(as per page 42 (Report of the Audit and Risk
Committee), page 56 (Accounting Policies) and Note 4.
The income from investments for the year to 31 October
2023 was £9.3m primarily consisting of dividends
received from equity investments.
Revenue-based performance metrics are often one of
the key performance indicators for stakeholders. The
investment income received by the Company during the
year directly impacts these metrics and the minimum
dividend required to be paid by the Company.
There is a risk that revenue is incomplete or inaccurate
through failure to recognise income entitlements or
failure to appropriately account for their treatment. It
has therefore been designated as a key audit matter
beingoneofthemostsignificantassessedrisksof
material misstatement due to fraud or error.
Additionally, judgement is required in determining the
allocation of special dividends as revenue or capital
returns in the Income Statement.
We obtained and assessed the controls reports provided
by the Administrator to evaluate the design of the process
and implementation of key controls.
Weconfirmedthatincomeisrecognisedinaccordance
with the AIC SORP by assessing the accounting policies.
We recalculated 100% of dividends due to the Company,
from equity holdings and CFDs, based on investment
holdings throughout the year and announcements made
by investee companies.
We agreed a sample of investment income recognised to
bank statements.
We assessed the completeness of the special dividend
population with reference to third party market data
and determined whether special dividends recognised
were revenue or capital in nature with reference to the
underlying commercial circumstances of the dividend
payments.
Fromourcompletionoftheseprocedures,weidentifiedno
material misstatements in relation to revenue recognition,
including allocation of special dividends as revenue or
capital returns.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CCJAPAN INCOME & GROWTH TRUST PLC continued
CC Japan Income & Growth Trust plc 47
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 47
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Our application of materiality
Wedefinematerialityasthemagnitudeofmisstatementinthefinancialstatementsthatmakesitprobablethatthe
economicdecisionsofareasonablyknowledgeablepersonwouldbechangedorinfluenced.Weusematerialityin
determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure Value
Materiality for the financial statements as a whole – we have set materiality as 1% of net
assets as we believe that net assets is the primary performance measure used by investors
and is the key driver of shareholder value. We determined the measurement percentage
to be commensurate with the risk and complexity of the audit and the Company’s listed
status.
£2.35m
Performance materiality – performance materiality represents amounts set by the
auditoratlessthanmaterialityforthefinancialstatementsasawhole,toreducetoan
appropriately low level the probability that the aggregate of uncorrected and undetected
misstatementsexceedsmaterialityforthefinancialstatementsasawhole.
In setting this we consider the Company’s overall control environment and any experience
of the audit that indicates a lower risk of material misstatements. Based on our judgement
ofthesefactors,wehavesetperformancematerialityat50%ofouroverallfinancial
statementmaterialityasthisisourfirstyearasauditor.
£1.18m
Specific materiality – recognising that there are transactions and balances of a lesser
amountwhichcouldinfluencetheunderstandingofusersofthefinancialstatementswe
calculate a lower level of materiality for testing such areas.
Specifically,giventheimportanceofthedistinctionbetweenrevenueandcapitalforthe
Company, we applied a separate testing threshold for the revenue column of the Income
Statement set at the higher of 5% of the revenue net return on ordinary activities before
taxation and our Audit Committee Reporting Threshold.
Wehavealsosetaseparatespecificmaterialityinrespectofrelatedpartytransactionsand
Directors’ remuneration.
We used our judgement in setting these thresholds and considered our experience and
industrybenchmarksforspecificmateriality.
£0.41m
Audit Committee reporting threshold – we agreed with the Audit and Risk Committee that
wewouldreporttothemalldifferencesinexcessof5%ofoverallmaterialityinaddition
tootheridentifiedmisstatementsthatwarrantedreportingonqualitativegrounds,inour
view. For example, an immaterial misstatement as a result of fraud.
£0.12m
During the course of the audit, we reassessed initial
materiality and found no reason to alter the basis of
calculation used at year end.
Conclusions relating to going concern
Inauditingthefinancialstatements,wehaveconcluded
that the Directors’ use of the going concern basis of
accountinginthepreparationofthefinancialstatements
is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
Evaluating management’s method of assessing
going concern, including consideration of market
conditions and uncertainties;
Assessingandchallengingtheforecastcashflows
and associated sensitivity modelling, used by
the Directors in support of their going concern
assessment;
Obtaining and recalculating management’s
assessment of the Company’s ongoing maintenance
of investment trust status; and
Assessing the adequacy of the Company’s going
concern disclosures included in the Annual Report.
Based on the work we have performed, we have not
identifiedanymaterialuncertaintiesrelatingtoevents
or conditions that, individually or collectively, may cast
significantdoubtontheCompany’sabilitytocontinueas
a going concern for a period of at least twelve months
48 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
48 CC Japan Income & Growth Trust plc
fromwhenthefinancialstatementsareauthorisedfor
issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
totheDirectors’statementinthefinancialstatements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
Other information
The other information comprises the information
includedintheAnnualReportotherthanthefinancial
statements and our auditor’s report thereon. The
Directors are responsible for the other information
contained within the Annual Report. Our opinion on
thefinancialstatementsdoesnotcovertheother
information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materiallyinconsistentwiththefinancialstatements,
or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financialstatementsthemselves.If,basedonthework
we have performed, we conclude that there is a material
misstatement of this 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
Directors’Reportforthefinancialyearforwhichthe
financialstatementsarepreparedisconsistentwith
thefinancialstatements;and
The Strategic Report and the Directors’ Report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
theaudit,wehavenotidentifiedmaterialmisstatements
in the Strategic Report or the 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 by
the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
Thefinancialstatementsandthepartofthe
Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
Certain disclosures of Directors’ remuneration
specifiedbylawarenotmade;or
We have not received all the information and
explanations we require for our audit; or
A corporate governance statement has not been
prepared by the Company.
Corporate governance statement
The Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code
specifiedforourreview.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements
of the Corporate Governance Statement is materially
consistentwiththefinancialstatementsorour
knowledge obtained during the audit:
the Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identifiedsetoutonpage29;
the 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;
the Directors’ statement on fair, balanced and
understandable set out on page 44;
the Directors’ statement on whether it has a
reasonable expectation that the Company will be
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CCJAPAN INCOME & GROWTH TRUST PLC continued
CC Japan Income & Growth Trust plc 49
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 49
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
able to continue in operation and meets its liabilities
set out on page 29;
theBoard’sconfirmationthatithascarriedouta
robust assessment of the emerging and principal
risks set out on page 36;
the section of the Annual Report that describes the
reviewoftheeffectivenessofriskmanagementand
internal control systems set out on pages 35 and 36;
and
the section describing the work of the Audit and Risk
Committee set out on pages 41 to 43.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 44, the Directors are
responsibleforthepreparationofthefinancial
statementsandforbeingsatisfiedthattheygivea
true and fair view, and for such internal control as
the Directors determine is necessary to enable the
preparationoffinancialstatementsthatarefreefrom
material misstatement, whether due to fraud or error.
Inpreparingthefinancialstatements,theDirectors
are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
aboutwhetherthefinancialstatementsasawhole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
theycouldreasonablybeexpectedtoinfluencethe
economic decisions of users taken on the basis of these
financialstatements.
A further description of our responsibilities for the audit
ofthefinancialstatementsislocatedontheFinancial
Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
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 material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below.
We assessed whether the engagement team collectively
had the appropriate competence and capabilities to
identify or recognise non-compliance with laws and
regulations by considering their experience, past
performance and support available.
All engagement team members were briefed on relevant
identifiedlawsandregulationsandpotentialfraud
risks at the planning stage of the audit. Engagement
team members were reminded to remain alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and the sector in which it operates, focusing
onthoseprovisionsthathadadirecteffectonthe
determination of material amounts and disclosures in
thefinancialstatements.Themostrelevantframeworks
weidentifiedinclude:
Companies Act 2006;
FCA listing and DTR rules;
The principles of the UK Corporate Governance Code
applied by the AIC Code of Corporate Governance
(the “AIC Code”);
Industry practice represented by the Statement of
Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital
Trusts (“the SORP”) issued in July 2022;
Financial Reporting Standard 102; and
TheCompany’squalificationasaninvestmenttrust
under section 1158 of the Corporation Tax Act 2010.
We gained an understanding of how the Company is
complying with these laws and regulations by making
enquiries of management and those charged with
governance. We corroborated these enquiries through
our review of relevant correspondence with regulatory
bodies and board meeting minutes.
We assessed the susceptibility of the Company’s
financialstatementstomaterialmisstatement,including
how fraud might occur, by meeting with management
50 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 14 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
50 CC Japan Income & Growth Trust plc
and those charged with governance to understand
where it was considered there was susceptibility to
fraud. This evaluation also considered how management
and those charged with governance were remunerated
and whether this provided an incentive for fraudulent
activity. We considered the overall control environment
and how management and those charged with
governance oversee the implementation and operation
ofcontrols.Weidentifiedaheightenedfraudriskin
relation to the completeness and allocation of special
dividends (audit procedures performed in response
to these risks are set out in the section on key audit
matters above) and management override (procedures
in response to this risk are included below).
In addition to the above, the following procedures were
performed to provide reasonable assurance that the
financialstatementswerefreeofmaterialfraudorerror:
Reviewing minutes of meetings of those charged
with governance for reference to: breaches of laws
and regulation or for any indication of any potential
litigation and claims; and events or conditions that
could indicate an incentive or pressure to commit
fraud or provide an opportunity to commit fraud;
Performing audit work procedures over the risk
of management override of controls, including
testing of journal entries and other adjustments
for appropriateness, recalculating the investment
management fee, evaluating the business rationale
ofsignificanttransactionsoutsidethenormalcourse
of business and reviewing judgements made by
management in their calculation of accounting
estimates for potential management bias;
Completion of appropriate checklists and use of our
experience to assess the Company’s compliance with
the Companies Act 2006 and the Listing Rules; and
Agreementofthefinancialstatementdisclosuresto
supporting documentation.
Our audit procedures were designed to respond to
theriskofmaterialmisstatementsinthefinancial
statements, recognising that 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 intentional concealment, forgery, collusion,
omission or misrepresentation. There are inherent
limitations in the audit procedures described above
and the further removed non-compliance with laws and
regulationsisfromtheeventsandtransactionsreflected
inthefinancialstatements,thelesslikelywewould
become aware of it.
Other matters which we are required to address
Following the recommendation of the Audit and Risk
Committee, we were appointed by the Board on 1 March
2023toauditthefinancialstatementsfortheyearended
31October2023andsubsequentfinancialperiods.The
period of our total uninterrupted engagement is one
year, covering the year ended 31 October 2023.
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 our
audit.
Our 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.
Richard Sutherland (Senior statutory auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Edinburgh, United Kingdom
24 January 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CCJAPAN INCOME & GROWTH TRUST PLC continued
CC Japan Income & Growth Trust plc 51
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 51
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Year ended
31 October 2023
Year ended
31 October 2022
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains/(losses) on investments 3 32,435 32,435 (18,118) (18,118)
Currency gains/(losses) 209 209 (209) (209)
Income 4 9,283 9,283 8,878 8,878
Investment management fee 5 (343) (1,372) (1,715) (327) (1,306) (1,633)
Other expenses 6 (715) (715) (664) (664)
Return on ordinary activities before finance
costs and taxation 8,225 31,272 39,497 7,887 (19,633) (11,746)
Finance costs 7 (63) (173) (236) (69) (185) (254)
Return on ordinary activities before taxation 8,162 31,099 39,261 7,818 (19,818) (12,000)
Taxation 8 (921) (921) (888) (888)
Return on ordinary activities after taxation 7,241 31,099 38,340 6,930 (19,818) (12,888)
Return per Ordinary Share - undiluted 13 5.37p 23.08p 28.45p 5.14p (14.71)p (9.57)p
Return per Ordinary Share - diluted 13 5.37p 23.08p 28.45p 4.29p (12.26)p (7.97)p
The total column of the Income Statement is the profit and loss account of the Company. All revenue and capital items
in the above statement derive from continuing operations.
Both the supplementary revenue and capital columns are both prepared under guidance from the Association of
Investment Companies. There is no other comprehensive income and therefore the return for the year is also the total
comprehensive income for the year. There was no dilution for the “Return per Ordinary Share - diluted” for the year
ended 31 October 2023 (31 October 2022: dilution was due to the issuance of 26,946,122 Subscription Shares issued
on 18 February 2021 and expired in February 2023).
The notes on pages 55 to 71 form part of these financial statements.
INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023
52 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
52 CC Japan Income & Growth Trust plc
Note
31 October
2023
£’000
31 October
2022
£’000
Fixed assets
Investments at fair value through profit or loss 3 231,987 199,642
Current assets
Cash and cash equivalents 340 1,413
Cash collateral in respect of Contracts for Difference (“CFDs”) 806 433
Amounts due in respect of CFDs 773 2,680
Other debtors 10 3,750 4,434
5,669 8,960
Creditors: amounts falling due within one year
Cash collateral in respect of CFDs (1,266)
Amounts payable in respect of CFDs (738) (2,780)
Other creditors 11 (534) (2,240)
(2,538) (5,020)
Net current assets 3,131 3,940
Total assets less current liabilities 235,118 203,582
Net assets 235,118 203,582
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 equity investments held at year end 3 24,636 5,841
– Other capital reserves 38,486 26,182
Revenue reserve 7,910 7,473
Total Shareholders’ funds 235,118 203,582
NAV per share – Ordinary Shares - undiluted (pence) 14 174.51p 151.10p
NAV per share – Ordinary Shares - diluted (pence) 14 174.51p 152.75p
Approved by the Board of Directors and authorised for issue on 24 January 2024 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 55 to 71 form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2023
CC Japan Income & Growth Trust plc 53
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 53
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
For the year ended 31 October 2023
Note
Share
capital
£’000
Share
premium
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at
1 November 2022 1,348 98,067 64,671 32,023 7,473 203,582
Return on ordinary
activities after taxation 31,099 7,241 38,340
Dividends paid 9 (6,804) (6,804)
Balance at
31 October 2023 1,348 98,067 64,671 63,122 7,910 235,118
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
The Company’s distributable reserves consist of the Special reserve, Revenue reserve and Capital reserve attributable
to realised profits.
The notes on pages 55 to 71 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023
54 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
54 CC Japan Income & Growth Trust plc
Year ended
31October
2023
£’000
Year ended
31October
2022
£’000
Operating activities cash flows
Return on ordinary activities before finance costs and taxation* 39,497 (11,746)
Adjustment for:
(Gains)/losses on equity investments (24,684) 18,106
Realised (gains)/losses on CFDs (7,656) 184
Movement in CFD balances 758 (646)
Increase in other debtors (500) (6)
Increase in other creditors 19 3
Tax withheld on overseas income (921) (888)
Net cash flow from operating activities 6,513 5,007
Investing activities cash flows
Purchases of equity investments (57,623) (43,572)
Proceeds from sales of equity investments 49,413 46,864
Realised gains/(losses) on CFDs 7,656 (184)
Net cash flow (used in)/from investing activities (554) 3,108
Financing activities cash flows
Equity dividends paid (6,804) (6,400)
Finance costs paid (228) (254)
Net cash used in financing activities (7,032) (6,654)
(Decrease)/increase in cash and cash equivalents (1,073) 1,461
Cash and cash equivalents at the beginning of the year 1,413 (48)
Cash and cash equivalents at the end of the year 340 1,413
* Inflow from dividends was £7,888,000 (2022: £8,038,000).
The notes on pages 55 to 71 form part of these financial statements.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2023
CC Japan Income & Growth Trust plc 55
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 55
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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
Chapter 4 of Part 24 of the Corporation Tax Act 2010.
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.
The Company’s shares were admitted to the Official List of the Financial Conduct Authority with a premium 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. The TSS
expired at the end of February 2023.
The Company’s registered office is 6th Floor, 125 London Wall, London EC2Y 5AS.
2. ACCOUNTING POLICIES
The principal accounting policies followed by the Company are set out below:
(a) Basis of accounting
The financial statements have been prepared in accordance with FRS 102 (“the Financial Reporting Standard
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
by the Association of Investment Companies in July 2022 and the Companies Act 2006. The financial statements
have been prepared on a historical cost basis except for the modification to a fair value basis for certain financial
instruments as specified in the accounting policies below.
They have also been prepared on the assumption that approval as an investment trust will continue to be granted.
As required by its Articles of Association, the Company’s continuation vote was passed at the AGM in 2022 and will
next put forward a vote for its continuation at the AGM in 2025.
The financial statements have been prepared on a going concern basis. In forming this opinion, the Directors have
considered any potential impact of war in Ukraine and the Middle East; and the increase in geopolitical tension
between the US and China, 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.
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, and expense flows. The Company’s net assets as at 31 October
2023 were £235.1 million (2022: £203.6 million). As at 31 October 2023, the Company held £232.0 million in
quoted investments (2022: £199.6 million) and had cash of £0.3 million (2022: £1.4 million overdraft). The total
expenses (excluding finance costs and taxation) for the year ended 31 October 2023 were £2.4 million (2022:
£2.3million), which represented approximately 1.06% (2022: 1.06%) 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 Company’s ability to continue as a going concern for the period assessed by the Directors, being the period to
31 January 2025 which is at least 12 months from the date the financial statements were authorised for issue.
The financial statements have been presented in sterling (£), which is also the functional currency as this is 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.
In preparing these financial statements the Directors have considered the impact of ESG and climate change risk as
an emerging risk as set out on page 16 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 prices for
investments in active markets at 31 October 2023 and therefore reflect market participants’ view of climate change risk.
NOTES TO THE ACCOUNTS
56 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
56 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
2. ACCOUNTING POLICIES continued
(b) Investments
As the Company’s business is investing in financial assets with a view to profiting from their total return in the form
of increases in fair value, financial assets are held at fair value through profit or loss in accordance with FRS 102
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.
Upon initial recognition, investments are classified by the Company as “at fair value through profit or loss”. They
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.
Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are
included in the capital column of the income statement within “gains on investments held at fair value”.
(c) Derivatives
Derivatives comprise Contracts for Difference (“CFD”), which are measured at fair value and valued by reference to
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
rates as at the date of the transaction. Assets and liabilities denominated in foreign currencies at the year end are
reported at the rates of exchange prevailing at the year end. Foreign exchange movements on investments and
derivatives are included in the Income Statement within gains on investments. Any other gain or loss is included as
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
dividend is being paid in substitution for the final dividend.
(g) Expenses
All expenses are accounted for on an accruals basis and are charged as follows:
the investment management fee is charged 20% to revenue and 80% to capital;
CFD finance costs are charged 20% to revenue and 80% to capital;
investment transactions costs are allocated to capital; and
other expenses are charged wholly to revenue.
CC Japan Income & Growth Trust plc 57
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 57
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
(h) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is
based on the taxable profit for the year. Taxable profit differs from net profit as reported in the income statement
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
rates that were applicable at the financial reporting date.
Where expenses are allocated between capital and revenue any tax relief in respect of the expenses is allocated
between capital and revenue returns on the marginal basis using the Company’s effective rate of corporation
taxation for the relevant accounting period.
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the
financial reporting date, where transactions or events that result in an obligation to pay more tax in the future or
right to pay less tax in the future have occurred at the financial reporting date. This is subject to deferred tax assets
only being recognised if it is considered more likely than not that there will be suitable profits from which the
future reversal of the timing differences can be deducted. Deferred tax assets and liabilities are measured at the
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, that of an
investment trust, as disclosed in note 1.
(k) Accounting estimates, judgements and assumptions
The preparation of financial statements requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements. Although these estimates are
based on management’s best knowledge of current facts, circumstances and, to some extent, future events and
actions, the Company’s actual results may ultimately differ from those estimates, possibly significantly.
There have not been any instances requiring any significant estimates or judgements in the year.
(l) Cash and cash equivalents
Cash comprises cash and demand deposits. Cash equivalents, include bank overdrafts, and short-term, highly
liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risks
of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for
investment or other purposes.
(m) Reserves
Capital reserves
Profits/(losses) from selling investments and changes in fair value arising upon the revaluation of investments that
remain in the portfolio are shown in the capital column of the Statement of Comprehensive Income and allocated
to the capital reserve. Capital reserves attributable to realised profits are distributable.
Special distributable reserve
As stated in the Company’s prospectus dated 13 November 2015, in order to increase the distributable reserves
available to facilitate the flexibility and source of future dividends, the Company resolved that, conditional upon
First Admission to listing on the London Stock Exchange and the approval of the Court, the net amount standing
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. This reserve is distributable.
Revenue reserves
The revenue reserve reflects all income and expenditure recognised in the revenue column of the income
statement and is distributable by way of dividends.
Share premium
The Company’s share premium is the excess of the issue price of the share over its nominal value on shares issued
subsequent to the First Issue. The share premium is not available for distribution.
58 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
58 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
3. INVESTMENTS
(a) Summary of valuation
As at
31 October 2023
£’000
As at
31 October 2022
£’000
Investments listed on a recognised overseas investment exchange 231,987 199,642
231,987 199,642
(b) Movements
During the year ended 31 October 2023
2023
£’000
2022
£’000
Book cost at the beginning of the year 193,801 193,643
Revaluation gains on non-derivative investments held at beginning of the year 5,841 26,628
Valuation at beginning of the year 199,642 220,271
Purchases at cost 55,890 45,505
Sales:
– proceeds (48,229) (48,028)
– gains on investment holdings sold during the year 5,889 2,681
Movements in revaluation gains/(losses) on investment held at year end 18,795 (20,787)
Valuation at end of the year 231,987 199,642
Book cost at end of the year 207,351 193,801
Revaluation gains on non-derivative investment held at year end 24,636 5,841
Valuation at end of the year 231,987 199,642
Transaction costs on investment purchases for the year ended 31 October 2023 amounted to £26,000 (2022: £17,000)
and on investment sales for the year amounted to £22,000 (2022: £19,000).
The Company received £48,229,000 (2022: £48,028,000) from investments sold during the year. The book cost of these
investments when they were purchased was £42,340,000 (2022: £45,347,000). 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.
(c) Gains/(Losses) on investments
Year ended
31 October 2023
£’000
Year ended
31 October 2022
£’000
Gains on non-derivative investment holdings sold during the year 5,889 2,681
Movements in revaluation gains/(losses) on investment held at year end 18,795 (20,787)
Other capital losses (40) (23)
Total gains/(losses) on non-derivative investments held at fair value 24,644 (18,129)
Realised gains/(losses) on CFD assets and liabilities 7,656 (184)
Unrealised gains on CFD assets and liabilities 135 195
Total gains/(losses) on investments held at fair value 32,435 (18,118)
CC Japan Income & Growth Trust plc 59
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 59
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
4. INCOME
Year ended
31 October 2023
£’000
Year ended
31 October 2022
£’000
Income from investments:
Overseas dividends 9,215 8,878
Deposit interest 68
Total 9,283 8,878
Overseas dividend income is translated into sterling on receipt.
5. INVESTMENT MANAGEMENT FEE
Year ended
31 October 2023
£’000
Year ended
31 October 2022
£’000
Fee:
20% charged to revenue 343 327
80% charged to capital 1,372 1,306
Total 1,715 1,633
The Company’s Investment Manager is Chikara Investments LLP. The Investment Manager is entitled to receive a
management fee payable monthly in arrears and is at the rate of one-twelfth of 0.75% of Net Asset Value per calendar
month. There is no performance fee payable to the Investment Manager.
6. OTHER EXPENSES
Year ended
31 October 2023
£’000
Year ended
31 October 2022
£’000
Secretarial services 48 48
Administration and other expenses 474 420
Auditor’s remuneration – statutory audit services 37* 50
Directors’ fees 156 146
Other expenses – Revenue 715 664
* This excludes an additional £4,500 (excluding VAT) payable by Apex, the Company’s Administrator for extra statutory audit work
performed by the auditor.
60 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
60 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
7. FINANCE COSTS
Year ended
31 October 2023
£’000
Year ended
31 October 2022
£’000
Interest paid – 100% charged to revenue 20 23
CFD finance cost and structuring fee – 20% charged to revenue 42 45
Structuring fees – 20% charged to revenue 1 1
63 69
CFD finance cost and structuring fee – 80% charged to capital 169 181
Structuring fees – 80% charged to capital 4 4
173 185
Total finance costs 236 254
8. TAXATION
Year ended 31 October 2023 Year ended 31 October 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(a) Analysis of tax charge in the year:
Overseas withholding tax 921 921 888 888
Total tax charge for the year (see note 8 (b)) 921 921 888 888
(b) Factors affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 23.00% (2022: 19.00%). The tax charge for the Company differs
from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The
differences are explained below:
Year ended 31 October 2023 Year ended 31 October 2022
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Total return before taxation 8,162 31,099 39,261 7,818 (19,818) (12,000)
Effective UK corporation tax at 23.00% (2022: 19.00%) 1,877 7,153 9,030 1,485 (3,765) (2,280)
Effects of:
Overseas withholding tax suffered 921 921 888 888
Non-taxable overseas dividends (2,119) (2,119) (1,687) (1,687)
Capital (gains)/losses not subject to tax (7,509) (7,509) 3,482 3,482
Finance costs not tax deductible 14 40 54 13 35 48
Movement in unutilised management expenses 228 316 544 189 248 437
Total tax charge for the year 921 921 888 888
The Company has an unrecognised deferred tax asset of £1,441,000 (2022: £1,218,000) based on the long-term
prospective corporation tax rate of 25% (2022: 25%). This asset has accumulated because deductible expenses
exceeded taxable income for the year ended 31 October 2023. 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.
CC Japan Income & Growth Trust plc 61
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
9. DIVIDEND
(i) Dividends paid during the financial year
Year ended
31 October 2023
£’000
Year ended
31 October 2022
£’000
Second Interim – year ended 31 October 2022 3.50p (2021: 3.35p) 4,716 4,514
Interim dividend – year ended 31 October 2023 1.55p (2022: 1.40p) 2,088 1,886
Total 6,804 6,400
(ii) The dividend relating to the year ended 31 October 2023, which is the basis on which the requirements of
Section 1159 of the Corporation Tax Act 2010 are considered is detailed below:
Year ended 31 October 2023 Year ended 31 October 2022
Pence per
Ordinary
Share
£’000
Pence per
Ordinary
Share
£’000
Interim dividend 1.55p 2,088 1.40p 1,886
Second interim dividend* 3.75p 5,052 3.50p 4,716
5.30p 7,140 4.90p 6,602
* Not included as a liability in the year ended 31 October 2023 accounts.
The Directors have declared a second interim dividend for the financial year ended 31 October 2023 of 3.75p per
Ordinary Share. The dividend will be paid on 1 March 2024 to Shareholders on the register at the close of business on
2February 2024.
10. OTHER DEBTORS
As at
31 October 2023
£’000
As at
31 October 2022
£’000
Accrued income 3,552 3,146
Sales for settlement 1,184
VAT receivable 128 62
Prepayments and other receivables 70 42
Total 3,750 4,434
11. OTHER CREDITORS
As at
31 October 2023
£’000
As at
31 October 2022
£’000
Amounts falling due within one year:
Purchases for future settlement 200 1,933
Accrued finance costs 15 7
Accrued expenses 319 300
Total 534 2,240
62 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
62 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
12. SHARE CAPITAL
Share capital represents the nominal value of shares that have been issued. The share premium includes any
premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted
from share premium.
As at 31 October 2023 As at 31 October 2022
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
24January 2024.
13. RETURN PER ORDINARY SHARE
Total return per Ordinary Share is based on the return on ordinary activities, including income, a profit for the year
after taxation of £38,340,000 (2022: loss of £12,888,000) and the weighted average number of Ordinary Shares-
undiluted in issue for the year to 31 October 2023 of 134,730,610 (2022: 134,730,610); Ordinary Shares-diluted in issue
for the year to 31 October 2023 of 134,730,610 (2022: 161,676,732). The Company’s Ordinary Shares-diluted in prior
year 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:
As at 31 October 2023 As at 31 October 2022
Revenue Capital Total Revenue Capital Total
Return per Ordinary
Share – undiluted 5.37p 23.08p 28.45p 5.14p (14.71)p (9.57)p
Return per Ordinary
Share – diluted* 5.37p 23.08p 28.45p 4.29p (12.26)p (7.97)p
* Diluted figures apply for the year to 31 Oct 2022 and assumed that all the TSS in issue were fully subscribed at the price of £1.61p
per TSS. The TSS expired on the last business day of February 2023 so there is no subsequent dilution.
CC Japan Income & Growth Trust plc 63
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 63
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
14. NET ASSET VALUE PER SHARE
Total Shareholders’ funds and the net asset value (“NAV”) per share attributable to the Ordinary Shareholders at the
year end calculated in accordance with the Articles of Association were as follows:
NAV per Ordinary Share – undiluted
As at
31 October 2023
As at
31 October 2022
Net Asset Value (£’000) 235,118 203,582
Ordinary Shares in issue 134,730,610 134,730,610
NAV per Ordinary Share – undiluted 174.51p 151.10p
NAV per Ordinary Share – diluted
As at
31 October 2023
As at
31 October 2022
Subscription shares issue 26,946,122
Proceeds from exercise of TSS (£’000) 43,383
Adjusted Net Asset Value for exercise of TSS (£’000) 235,118 246,954
Ordinary Shares – post exercise of TSS 134,730,610 161,676,732
NAV per Ordinary Share – diluted 174.51p 152.75p
As at the year end, there was no dilution effect on the NAV per share.
15. RELATED PARTY TRANSACTIONS
Transactions with the Investment Manager and the Alternative Investment Fund Manager (“AIFM”)
The Company provides additional information concerning its relationship with the Investment Manager and AIFM,
Chikara Investments LLP. The fees for the period are disclosed in note 5 and amounts outstanding at the year ended
31 October 2023 were £151,000 (2022: £134,000).
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
commissions paid to brokers. With effect from 3 January 2018, this practice has changed, as brokers subject to MiFID
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
for through a designated Research Payment Account (“RPA”) funded by direct research charges to the Investment
Manager’s clients; including the Company.
The research charge for the year 1 January 2023 to 31 December 2023, as agreed between the Investment Manager
and the Company, was US $34,000 (31 December 2022: US $34,000). The research charge for the year 1 January 2024
to 31 December 2024, as budgeted by the Investment Manager, is US $31,000.
Directors’ fees and shareholdings
The Directors’ fees and shareholdings are disclosed in the Directors’ Remuneration Implementation Report on pages
37 to 40 in this Annual Report.
64 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
64 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES
Risk Management Policies and Procedures
As an investment trust the Company invests in equities and equity related derivatives for the long term so as to secure
its investment objective stated on page 2. In pursuing its investment objective, the Company is exposed to a variety
of risks that could result in either a reduction in the Company’s net assets or a reduction of the profits available for
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
Economic conditions
Changes in economic conditions in Japan (for example, interest rates and rates of inflation, industry conditions,
competition, political events and other factors) and in the countries in which the Company’s investee companies
operate could substantially and adversely affect the Company’s prospects. The Company is subject to concentration
risk as it only invests in Japanese companies but has diversified investments across the different sectors in the
Japanese market.
Sectoral diversification
The Company has no limits on the amount it may invest in any sector. This may lead to the Company having significant
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
investments and consequently its NAV and may materially and adversely affect the performance of the Company and
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
securities and they may be more difficult to realise. However, the Company does not currently hold and has never held
any unquoted securities.
Management of market risk
The Company is invested in a diversified portfolio of investments. The Company’s investment policy states that no
single holding (including any derivative instrument) will represent more than 10% of the Company’s 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. A
maximum of 10% of the Company’s Gross Assets at the time of investment may be invested in unquoted or untraded
companies at time of investment.
The Investment Manager’s approach will in most cases achieve diversification across a number of sectors as shown in
the Holdings in Portfolio on pages 23 and 24.
(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.
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.
CC Japan Income & Growth Trust plc 65
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 65
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Foreign currency exposures
An analysis of the Company’s assets priced in yen are as follows:
As at
31 October 2023
£’000
As at
31 October 2022
£’000
Equity Investments: yen 231,987 199,642
Receivables (due from brokers, dividends, and other income receivable) 3,552 4,330
CFD: yen (absolute exposure) 35 (100)
Cash and cash equivalent: yen (3,640) (1,927)
Total 231,934 201,945
Foreign currency sensitivity
If the Japanese Yen had appreciated or depreciated by 10% as at 31 October 2023 (2022: 10%) then the value of the
portfolio as at that date would have increased or decreased as shown below.
Increase in
Fair Value
As at
31 October
2023
£’000
Decrease in
Fair Value
As at
31 October
2023
£’000
Increase in
Fair Value
As at
31 October
2022
£’000
Decrease in
Fair Value
As at
31 October
2022
£’000
Impact on capital return – increase/(decrease) 23,193 (23,193) 20,195 (20,195)
Return after taxation – increase/(decrease) 23,193 (23,193) 20,195 (20,195)
(c) Leverage risk
Derivative instruments
The Company may utilise long only CFDs or equity swaps for gearing and efficient portfolio management purposes.
Leverage may be generated through the use of CFDs or equity swaps. Such financial instruments inherently contain
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
is required to be paid in order to make such leveraged investments. As a result of any leverage employed by the
Company, small changes in the value of the underlying assets may cause a relatively large change in the Net Asset
Value of the Company. Many such financial instruments are subject to variation or other interim margin requirements,
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
cost of borrowing, it will have the opposite effect where the return on the Company’s underlying assets is rising at a
lower rate than the cost of borrowing or falling, further reducing the total return on the Ordinary Shares. As a result,
the use of borrowings by the Company may increase the volatility of the Net Asset Value per Ordinary Share. The
Company had no borrowings at the year end.
Any reduction in the value of the Company’s investments may lead to a correspondingly greater percentage reduction
in its Net Asset Value (which is likely to adversely affect the price of an Ordinary Share). Any reduction in the number
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
to reduce borrowings, which may give rise to a significant loss of value compared to the book value of the investments,
as well as a reduction in income from investments.
66 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
66 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
Management of leverage risk
The aggregate of borrowings and long only CFD and equity swap exposure will not exceed 25% 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% 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.
The Company’s level of gearing as at 31 October 2023 is disclosed in the Alternative Performance Measures section on
pages 72 to 76 of this Annual Report.
(d) Interest rate risk
The Company is exposed to interest rate risk specifically through its cash holdings and on positions within the CFD
portfolio. Interest rate movements may affect the level of income receivable from any cash at bank and on deposits.
The effect of interest rate changes on the earnings of the companies held within the portfolio may have a significant
impact on the valuation of the Company’s investments. Movements in interest rates will also have an impact on the
valuation of the CFD derivative contracts. Interest receivable on cash balances or paid on overdrafts is at fixed rate.
Management of interest rate risk
The possible effects on Fair Value and cash flows that could arise as a result of changes in interest rates are taken
into account when making investment decisions. Derivative contracts are not used to hedge against the exposure to
interest rate risk.
Interest income earned on deposits and paid on overdraft by the Company is primarily derived from fixed interest
rates, as such do not have a material exposure to interest rate risk.
The bank overdraft is an integral part of cash management and the Company has a legal right of offset and has the
intention to settle this at net.
Interest rate exposure
The exposure at 31 October 2023 of financial assets and liabilities to interest rate risk is shown by reference to floating
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.
As at
31 October 2023
due within
one year
£’000
As at
31 October 2022
due within
one year
£’000
Exposure to floating interest rates: CFD derivative contract – (absolute exposure) 46,397 39,926
Collateral paid in respect of CFDs 806 433
(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.
CC Japan Income & Growth Trust plc 67
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 67
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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
money subject to the rules of the Financial Conduct Authority (FCA’) and may be used by a custodian in the course
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
basis by the Investment Manager and/or the Board. The Fitch’s credit rating of Northern Trust is AA-.
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
it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in
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
entered into directly between counterparties generally do not benefit from such protections and expose the parties to
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 2023 was as follows:
As at
31 October 2023
3 months or less
£’000
As at
31 October 2022
3 months or less
£’000
Cash at bank 340 1,413
Amounts due in respect of CFDs 773 2,680
Collateral paid in respect of CFDs 806 433
Debtors 3,750 4,434
Total 5,669 8,960
None of the above assets or liabilities were impaired or past due but not impaired.
68 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
68 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
(f) Other Price Risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes
are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial
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 2023 on its equity investments was
£231,987,000 (2022: £199,631,000).
In addition, the Company’s gross market exposure to these price changes through its CFD portfolio was £46,397,000
through long positions (2022: £39,926,000).
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
such instruments permit a high degree of leverage. As a result, a relatively small movement in the price of a contract
may result in a profit or loss which is high in proportion to the value of the net exposures in the underlying CFD
positions. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent
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
therefore have the same volatility profile to the underlying stocks.
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 2023 were:
As at 31 October 2023 As at 31 October 2022
£’000
% of net
assets £’000
% of net
assets
CFDs – (absolute exposure) 46,397 19.73% 39,926 19.61%
CFDs – (net exposure) 46,397 19.73% 39,926 19.61%
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
A sector breakdown of the portfolio is contained in the Portfolio on page 25.
CC Japan Income & Growth Trust plc 69
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 69
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Other price risk sensitivity
The following table illustrates the sensitivity of the profit after taxation for the period to an increase or decrease of
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.
As at 31 October 2023 As at 31 October 2022
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) 27,835 (27,835) 23,967 (23,967)
Return after taxation – increase/(decrease) 27,835 (27,835) 23,967 (23,967)
(g) Liquidity Risk
The securities of small-to-medium-sized (by market capitalisation) companies may have a more limited secondary
market than the securities of larger companies. Accordingly, it may be more difficult to effect sales of such securities
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
The undiscounted gross cash outflows of the financial liabilities as at 31 October 2023, based on the earliest date on
which payment can be required, were as follows:
As at
31 October 2023
less than 3 months
£’000
As at
31 October 2022
less than 3 months
£’000
Amounts payable in respect of CFDs 2,004 2,780
Other payables 534 2,240
Total 2,538 5,020
The Company is exposed to liquidity risks from the leverage employed through exposure to long only CFD positions.
However, timely sale of trading positions can be impaired by many factors including decreased trading volume and
increased price volatility. As a result, the Company could experience difficulties in disposing of assets to satisfy liquidity
demands. Liquidity risk is minimised by holding sufficient liquid investments which can be readily realised to meet
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.
70 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
70 CC Japan Income & Growth Trust plc
NOTES TO THE ACCOUNTS
continued
16. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURES continued
(h) Fair Value Measurements of Financial Assets and Financial Liabilities
The financial assets and liabilities are either carried in the balance sheet at their Fair Value, or the balance sheet
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 56.
The table below sets out Fair Value measurements using Fair Value Hierarchy.
31 December 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Assets:
Equity investments 231,987 231,987
CFDs – Unrealised Fair Value gains 773 773
Liabilities:
CFDs – Unrealised Fair Value losses (738) (738)
Total 231,987 35 232,022
31 December 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Assets:
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
There were no transfers between levels during the year (2022: same).
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the
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 2023 (2022: nil).
CC Japan Income & Growth Trust plc 71
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 71
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
(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
Japan and by utilising the leverage effect of CFD.
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:
As a public company, the Company has to have a minimum share capital of £50,000.
In order to be able to pay dividends out of profits available for distribution by way of dividends, the Company has to
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 2023 comprises called up share capital and reserves totalling £235,118,000 (2022:
£203,582,000).
The Board regularly monitors, and has complied with, the externally imposed capital requirements.
17. DISTRIBUTABLE RESERVES
The Company’s distributable reserves consist of the Special reserve, Revenue reserve and Capital reserve attributable
to realised profits. As at 31 October 2023 the total Capital reserve distributable is 38,486,000 (2022: £26,182,000), total
Capital reserve not distributable is £24,636,000 (2022: £5,841,000).
Special reserve: As stated in the Company’s prospectus dated 13 November 2015, in order to increase the distributable
reserves available to facilitate the flexibility and source of future dividends, the Company resolved that, conditional
upon First Admission to listing on the London Stock Exchange and the approval of the Court, the net amount standing
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
effective on 23 March 2016 and an amount of £64,671,250 was transferred to the above Special reserve at that time.
The Special reserve is distributable.
18. POST BALANCE SHEET EVENTS
There were no post balance sheet events other than those already disclosed in this report.
72 CC Japan Income & Growth Trust plc
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72 CC Japan Income & Growth Trust plc
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES
Administrator The Company’s administrator, the current such administrator being Apex
Listed Companies Services (UK) Limited (which acquired Sanne Group).
AIC Association of Investment Companies
Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the
Company is classified as an AIF.
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
(Withdrawal) Act 2018, as amended by The Alternative Investment Fund
Managers (Amendment etc.) (EU Exit) Regulations 2019.
Alternative Performance Measure or
“APM”
A financial measure of historical or future financial performance, financial
position, or cash flows, other than a financial measure defined or
specified in the applicable financial reporting framework.
Annual General Meeting or “AGM” A meeting held once a year, which Shareholders are entitled to attend,
and where they can vote on resolutions to be put forward at the meeting
and ask Directors questions about the Company.
Absolute exposure The absolute difference between the Company’s long positions and short
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
Subscription Share for every five existing Ordinary Shares.
Cum-dividend A dividend that has been declared but not yet paid out.
CFD or Contract for Difference A financial instrument, which provides exposure to an underlying equity
with the provider financing the cost to the buyer with the buyer receiving
the difference of any gain or paying for any loss.
Custodian An entity that is appointed to hold and safeguard a company’s assets.
Depositary Certain AIFs must appoint depositaries under the requirements of AIFMD.
A depositary’s duties include, inter alia, safekeeping of the Company’s
assets and cash monitoring. Under AIFMD the depositary is appointed
under a strict liability regime. The Company’s Depositary is Northern
Trust Investor Services Limited.
Diluted NAV per Ordinary Share Diluted NAV per Ordinary Share calculates a Company’s NAV if all
subscriptions shares were converted.
Dividend Income receivable from an investment in shares.
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 73
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Discount (APM) The amount, expressed as a percentage, by which the share price is less
than the NAV per Ordinary Share.
As at 31 October 2023 Page
NAV per Ordinary Share (pence) a 2 174.5
Share price (pence) b 2 162.5
Discount (b÷a)-1 6.9%
As at 31 October 2022 Page
NAV per Ordinary Share (pence) a 2 151.1
Share price (pence) b 2 138.8
Discount (b÷a)-1 8.1%
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” The independent body that regulates the financial services industry in the
UK.
Gearing (APM) A way to magnify income and capital returns, but which can also magnify
losses. The Company may be geared through the CFDs and if utilised, the
overdraft facility, with The Northern Trust Company.
As at 31 October 2023 Page £’000
CFD notional market value* a n/a 46,397
Non-base cash borrowings** b n/a 3,380
NAV c 235,118
Gearing (net) ((a+b)/c) 21.2%
As at 31 October 2022 Page £’000
CFD notional market value* a n/a 39,926
Non-base cash borrowings** b n/a 2,652
NAV c 203,582
Gearing (net) ((a+b)/c) 20.9%
* CFD positions in underlying asset value.
** Non-base cash borrowings represents borrowings in Yen.
Gross assets (APM) The Company’s total assets including any leverage amount.
Index A basket of stocks which is considered to replicate a particular stock
market or sector.
74 CC Japan Income & Growth Trust plc
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74 CC Japan Income & Growth Trust plc
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (“APM”)
continued
Gross market exposure The Company’s total exposure investment value in the financial market
prices.
Gross underlying notional exposure The company’s total exposure value on the underlying asset of its
derivatives.
Investment company A company formed to invest in a diversified portfolio of assets.
Investment trust A closed end investment company which is based in the United Kingdom
(“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) Under the Alternative Investment Fund Managers Directive (“AIFMD”),
leverage is any method by which the exposure of an Alternative
Investment Fund (“AIF”) is increased through borrowing of cash or
securities or leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed
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
positions are offset against each other.
Under both methods the AIFM has set current maximum limits of
leverage for the Company of 200%.
As at 31 October 2023
Gross
£’000
Commitment
£’000
Security market value a 231,987 231,987
CFD notional market value b 46,397 46,397
Cash and cash equivalents* c 3,841 321
NAV d 235,118 235,118
Leverage (a+b+c)/d 120% 119%
As at 31 October 2022
Gross
£’000
Commitment
£’000
Security market value a 199,642 199,642
CFD notional market value b 39,926 39,926
Cash and cash equivalents* c 2,676 1,098
NAV d 203,582 203,582
Leverage (a+b+c)/d 119% 118%
* Cash and cash equivalents represent gross overdraft and net overdraft with Northern Trust.
CC Japan Income & Growth Trust plc 75
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Market liquidity The extent to which investments can be bought or sold at short notice.
Net assets An investment company’s assets less its liabilities.
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 The difference between the Company’s long positions and short
positions.
Ordinary Shares The Company’s Ordinary Shares in issue.
Ongoing charges (APM) A measure, expressed as a percentage of average NAV, of the regular,
recurring annual costs of running an investment company.
Year end 31 October 2023 Page
Average NAV a n/a 228,765,739
Annualised expenses b 39 2,430,000
Ongoing charges (b÷a) 1.06%
Year end 31 October 2022 Page
Average NAV a n/a 217,165,791
Annualised expenses b 39 2,297,000
Ongoing charges (b÷a) 1.06%
Portfolio A composition of different investment holdings constructed and held in
order to deliver returns to Shareholders and to spread risk.
Share Premium to Net Asset Value (APM) The amount, expressed as a percentage, by which the share price is more
than the Net Asset Value per share.
Share buyback A purchase by a company of its own shares. Shares can either be bought
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 Price 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 (TSS) The transferable subscription shares in the capital of the Company as a
Bonus Issue.
76 CC Japan Income & Growth Trust plc
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
76 CC Japan Income & Growth Trust plc
Treasury shares A company’s own shares held in Treasury account by the company but
which are available to be resold in the market.
Total return (APM) A measure of performance that takes into account both income and
capital returns.
Year end 31 October 2023 Page Share price NAV
Opening at 1 November 2022 (in pence) a 2 138.8 151.1
Closing at 31 October 2023 (in pence) b 2 162.5 174.5
Price movement (b÷a)-1 c n/a 17.1% 15.5%
Dividend reinvestment d n/a 3.8% 3.4%
Total return (c+d) 20.9% 18.9%
Year end 31 October 2022 Page Share price Cum-income
NAV
Opening at 1 November 2021 (in pence) a 2 154.0 136.8
Closing at 31 October 2022 (in pence) b 2 138.8 151.1
Price movement (b÷a)-1 c n/a -9.9% 10.4%
Dividend reinvestment* d n/a 2.8% -16.3%
Total return (c+d) -7.1% -5.9%
* The dividend reinvestment is calculated on the assumption that dividends paid out by the Company are reinvested into the shares
of the Company at NAV at the ex-dividend date.
Volatility A measure of how much a market share price, currency or other
instrument moves up and down in price over a period of time.
GLOSSARY AND ALTERNATIVE PERFORMANCE MEASURES (“APM”)
continued
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
THE SECURITIES FINANCING TRANSACTIONS REGULATION
(UNAUDITED)
The Securities Financing Transactions Regulation (“SFTR”) came into effect on 12 January 2016. Article 13 requires
information to be provided as to the use of securities financing transactions (SFTs) and total return swaps (TRS).
A Securities Financing Transaction (“SFT”) is defined as per Article 3 (11) of the SFTR as:
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.
As at 31 October 2023 the Company held the following types of SFTs: None (2022: None)
As at 31 October 2023 the Company held the following types of Total Return Swaps: Contracts for Difference (2022:
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 2023 (2022: 0%).
GLOBAL DATA:
Type of Asset
Absolute Amount
£’000
Proportion of AUM
%
Security lending Nil Nil
Repo Nil Nil
Total return swap (CFDs) 46,397 16.7%
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 460
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 46,362
1 Macquarie Bank Limited
78 CC Japan Income & Growth Trust plc
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78 CC Japan Income & Growth Trust plc
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 High JPY <1 Day >1 yr UK Bilateral
Macquarie Bank
Limited Cash High JPY <1 Day >1 yr Australia 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 460
SAFEKEEPING – Collateral Granted:
The proportion of collateral held in segregated accounts, in pooled accounts or any other accounts is 0%.
RETURN/COSTS:
Type of Asset
Cost
£’000
Absolute
Returns
£’000
% overall
returns of
Transaction Type
Alternative Investment Fund:
Total Return Swaps (212) 7,691 100
Manager of the Alternative Investment Fund:
Third parties: Nil Nil Nil
THE SECURITIES FINANCING TRANSACTIONS REGULATION
(UNAUDITED) continued
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 79
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
COMPANY INFORMATION
DIRECTORS
Harry Wells (Chairman)
Kate Cornish-Bowden (Audit Chair)
June Aitken
Craig Cleland
John Charlton-Jones
BROKER
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
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
Stephenson Harwood LLP
1 Finsbury Circus,
London
EC2M 7SH
INVESTMENT MANAGER
Chikara Investments LLP (formerly Coupland Cardiff
Asset Management LLP)
31-32 St James’s Street
London
SW1A 1HD
Website – www.chikarainvestments.com
REGISTERED OFFICE*
6th Floor, 125 London Wall
London
EC2Y 5AS
COMPANY SECRETARY AND ADMINISTRATOR
Apex Listed Companies Services (UK) Limited
6th Floor, 125 London Wall
London
EC2Y 5AS
Website – www.apexgroup.com
AUDITOR
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
* Registered in England no. 9845783
COMPANY SECURITY INFORMATION AND IDENTIFICATION CODES
WEBSITE www.ccjapanincomeandgrowthtrust.com
ISIN GB00BYSRMH16 (Ordinary Shares) / GB00BM90B010 (Subscription Shares)
SEDOL BYSRMH1 (Ordinary Shares) / BM90B01 (Subscription Shares)
BLOOMBERG TICKER CCJI LDN (Ordinary Shares) / CCJS LDN (Subscription Shares)
LEGAL ENTITY IDENTIFIER (LEI) 549 300 FZANMYIORK 1K98
GLOBAL INTERMEDIARY IDENTIFICATION NUMBER (GIIN) 6 HEK HT – 99 999 –SL – 826
80 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
80 CC Japan Income & Growth Trust plc
Notice is hereby given that the Annual General Meeting of CC Japan Income & Growth Trust plc will be held on 5 March
2024 at 12 noon at the offices of Stephenson Harwood LLP, at 1 Finsbury Circus, London EC2M 7SH, United Kingdom
for the following purposes:
To consider and if thought fit pass the following resolutions of which resolutions 1 to 10 will be proposed as ordinary
resolutions and resolutions 11 to 13 will be proposed as special resolutions.
Ordinary resolutions
1. To receive the Company’s Annual Report and Accounts for the year ended 31 October 2023, with the reports of the
Directors and auditors thereon.
2. To approve the Directors’ Remuneration Implementation Report included in the Annual Report for the year ended
31 October 2023.
3. To re-elect June Aitken as a Director of the Company.
4. To re-elect Kate Cornish-Bowden as a Director of the Company.
5. To re-elect Craig Cleland as a Director of the Company.
6. To elect John Charlton–Jones as a Director of the Company.
7. To authorise the Directors to declare and pay dividends on a semi-annual basis.
8. To re-appoint Johnston Carmichael LLP as Independent Auditor to the Company.
9. To authorise the Directors to fix the remuneration of the auditors until the conclusion of the next Annual General
Meeting of the Company.
10. That the Directors be and are hereby generally and unconditionally authorised (in substitution for all subsisting
authorities to the extent unused) to exercise all powers of the Company to allot relevant securities (as defined in
section 551 of the Companies Act 2006) up to an aggregate nominal amount equal to £134,730.61 PROVIDED THAT
the Directors may not allot relevant securities of an aggregate nominal amount more than 10% of the nominal
value of the issued Ordinary Share capital (excluding Treasury Shares) at the date of the Annual General Meeting
and that this authority shall expire (unless previously varied, revoked or renewed by the Company in general
meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, on the
expiry of 15 months from the passing of this resolution (the “section 551 period”) but so that the Directors may, at
any time prior to the expiry of the section 551 period, make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of the section 551 period and the Directors may allot relevant
securities in the pursuance of such an offer or agreement as if the authority granted by this resolution had not
expired.
Special resolutions
11. That, subject to the passing of resolution 10, in substitution for any existing power under section 570 of the
Companies Act 2006 but without prejudice to the exercise of any such power prior to the date hereof, the Directors
be and are hereby empowered, pursuant to section 570 of that Act, to allot and make offers or agreements to
allot equity securities (as defined in section 560 of that Act) and/or sell equity securities held as Treasury shares
pursuant to section 573 of that Act, in each case for cash pursuant to the authority and for the period of the
authority conferred by resolution 10, up to an aggregate nominal amount of £134,730.61 as if section 561(1) of that
Act did not apply to such allotment (subject to a maximum of 10% of the aggregate nominal value of the issued
Ordinary Share capital at the date of this resolution).
12. That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the
Companies Act 2006 (“the Act”) to make market purchases (within the meaning of section 693(4) of the Act) of its
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);
NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
(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
higher of (i) 5 per cent above the average of the middle market quotations for the Ordinary Shares for the five
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;
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company
in 2025 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.
13. That a general meeting of the Company other than an Annual General Meeting may be called on not less than
14 days’ notice, provided that this authority shall expire at the conclusion of the Company’s next Annual General
Meeting after the date of the passing of this resolution.
Registered Office: By order of the Board
6th Floor Sinead van Duuren
125 London Wall For and on behalf of
London EC2Y 5AS Apex Listed Companies Services (UK) Limited
Company Secretary
24 January 2024
82 CC Japan Income & Growth Trust plc
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Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
82 CC Japan Income & Growth Trust plc
Website address
1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006,
is available from https://ccjapanincomeandgrowthtrust.com/
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
1 March 2024 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
3. Pursuant to Section 324 of the Companies Act 2006, a member entitled to attend and vote at the meeting may
appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different
shares held by him. A proxy need not be a member of the Company.
If Shareholders are not attending the AGM, Shareholders are strongly urged to appoint the Chairman as their proxy
to vote on their behalf.
Section 324 does not apply to persons nominated to receive information rights pursuant to Section 146 of the
Companies Act 2006. Persons nominated to receive information rights under Section 146 of the Companies Act
2006 have been sent this notice of meeting and are hereby informed, in accordance with Section 149(2) of the
Companies Act 2006, that they may have the right under an agreement with the registered member by whom
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
appointed by more than one member, but such members have given different voting instructions, the proxy may,
on a show of hands, vote both “for” and “against” in order to reflect the different voting instructions.
On a poll, all or any of the voting rights of the member may be exercised by one or more duly appointed proxies.
However, where a member appoints more than one proxy, Section 285(4) of the Companies Act does not authorise
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.
As soon as practicable following the meeting, the results of the voting will be announced via a regulatory
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
Section 323 of the Companies Act provided they do not do so in relation to the same shares.
NOTES TO NOTICE OF ANNUAL GENERAL MEETING
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STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
Receipt and termination of proxies
6. The Form of Proxy and any power of attorney (or a notarially certified copy or office copy thereof) under which it
is executed must be received by Link Group at 12 noon on 1 March 2024 in respect of the meeting. Any Forms of
Proxy received before such time will be deemed to have been received at such time. In the case of an adjournment,
the Form of Proxy must be received by Link Group no later than 48 hours before the rescheduled meeting. We
strongly urge you to appoint the Chairman of the meeting as your proxy. On completing the Form of Proxy, sign it
and return it to Link Group at the address shown on the Form of Proxy in the envelope provided. As postage has
been pre-paid no stamp is required.
A member may terminate a proxy’s authority at any time before the commencement of the AGM. Termination must
be provided in writing and submitted to the Company’s Registrar. In accordance with the Company’s Articles of
Association, in determining the time for delivery of proxies, no account shall be taken of any part of a day that is not
a working day.
Alternatively, you may appoint a proxy or proxies electronically by visiting https://www.signalshares.com/. You
will need to register using your investor code and follow the instructions on how to vote. Proxies submitted via
www.signalshares.com for the AGM must be transmitted so as to be received by the Company’s Registrar, Link
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 1 March 2024 in order to
be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned
meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read these carefully as you will be bound by them and they will
govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may
be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy
vote.
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
& International Limited’s specifications and must contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or
an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted
so as to be received by the Company’s agent (ID: RA10) by the latest time(s) for receipt of proxy appointments
specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined
by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able
to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of
instructions to a proxy’s 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 & International 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.
84 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
84 CC Japan Income & Growth Trust plc
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of
the Uncertificated Securities Regulations 2001.
All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are
to be transmitted through CREST, must be lodged at 12 noon on 1 March 2024 in respect of the meeting. Any
such messages received before such time will be deemed to have been received at such time. In the case of an
adjournment, all messages must be lodged with Link Group no later than 48 hours before the rescheduled meeting.
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the
proxy will vote as they think fit or, at their discretion, withhold from voting.
Nominated Persons
8. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information
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
9. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the
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
confidential information;
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@apexfs.group. Please note all questions should be submitted by close of business on 28
February 2024.
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.
NOTES TO NOTICE OF ANNUAL GENERAL MEETING
continued
CC Japan Income & Growth Trust plc 85
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
CC Japan Income & Growth Trust plc 85
STRATEGIC REPORTGOVERNANCEFINANCIALSOTHER INFORMATION
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):
calling Link Group Shareholder helpline (lines are open from 9:00 a.m. to 5:30 p.m. Monday to Friday, excluding
public holidays in England and Wales) +44 371 664 0300 (calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate;
emailing Link Group at shareholderenquiries@linkgroup.co.uk; or
in writing to Link Group at Central Square, 29 Wellington Street, Leeds, LS1 4DL. You may not use any electronic
address provided either in this notice of 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.
86 CC Japan Income & Growth Trust plc
Job No: 50767 Proof Event: 15 Black Line Level: 7 Park Communications Ltd Alpine Way London E6 6LA
Customer: PraxisFM Project Title: CC Japan Annual Report 2023 T: 0207 055 6500 F: 020 7055 6600
86 CC Japan Income & Growth Trust plc
I/We .......................................................................................................................................................................................................
of ...........................................................................................................................................................................................................
(BLOCK CAPITALS PLEASE)
being (a) member(s) of CC Japan Income & Growth Trust plc appoint the Chairman of the meeting, or ...............................
(see note 1) ..........................................................................................................................................................................................
of ...........................................................................................................................................................................................................
as my/our proxy and, on a poll, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to
be held on 5 March 2024 at 12 noon and any adjournment thereof.
Please indicate with an ‘X’ in the spaces provided how you wish your votes to be cast on the resolutions specified.
Resolution For Against Withheld Discretionary
1. To receive and adopt the Annual Report and Accounts for the
year ended 31 October 2023
2. To approve the Directors’ remuneration implementation
report
3. To re-elect June Aitken as a Director
4. To re-elect Kate Cornish-Bowden as a Director of the
Company
5. To re-elect Craig Cleland as a Director of the Company
6. To elect John Charlton-Jones as a Director of the Company
7. To authorise the Directors to declare and pay dividends on a
semi-annual basis
8. To re-appoint Johnston Carmichael LLP as Independent
Auditor to the Company
9. To authorise the Directors to fix the remuneration of the
Independent Auditor
10. To give authority to allot new shares
11. To give authority to allot new shares free from pre-emption
rights
12. To give authority for the Company to purchase its own shares
13. To authorise calling general meetings (other than Annual
General Meetings) on 14 clear days’ notice
Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as he may think fit.
Signature ...................................................................................... Dated this .................. day of ...........................................2024
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.
2. If the appointer is a corporation this form must be completed under its common seal or under the hand of some officer or attorney duly authorised
in writing.
3. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.
4. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
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
proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
6. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power, must
reach the registrars of the Company, Link Group not less than forty-eight hours before the time appointed for holding the Annual General 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.
8. Any alteration of this form must be initialled. Your completed and signed proxy form should be posted, in the enclosed reply paid envelope, to the
Company’s Registrars, Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to arrive by 12 noon on 1March
2024.
CC JAPAN INCOME & GROWTH TRUST PLC
FORM OF PROXY