Aurora Investment Trust plc
Annual Report 31 December 2022
Company No. 03300814
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Annual Report Contents 1
Contents
Strategic Report
Financial and Performance Highlights 3
Chair’s Statement 4
Investment Policy and Results
7
Top Holdings
11
Portfolio Analysis
12
Statement from the CIO of the Investment Manager 13
Investment Management Review and Outlook
14
Phoenix UK Fund Track Record 24
Report under Section 172 of the Companies Act 2006
26
Other Strategic Report Information
30
Governance
Directors, Investment Manager and Advisers 35
Directors’ Report 38
Corporate Governance Statement
45
Directors’ Remuneration Report
53
Statement of Directors’ Responsibilities 58
Audit Committee Report
60
Independent Auditor’s Report
64
Financial Statements
Income Statement 73
Statement of Financial Position
74
Statement of Changes in Equity 75
Cash Flow Statement
77
Notes to the Financial Statements 78
Alternative Performance Measures
97
Glossary 98
Notice of Meeting 100
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2 Annual Report Strategic Report
Strategic Report
2 Annual Report Strategic Report
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Annual Report Strategic Report continued 3
Strategic Report
Objective
To provide shareholders with long-term
returns through capital and income
growth by investing predominantly in
aportfolio of UK listed companies.
Policy
Phoenix Asset Management Partners
Limited (“Phoenix”) was appointed as
Investment Manager on 28 January 2016.
Phoenix currently seeks to achieve the
Company’s Objective by investing,
primarily, in a portfolio of UK listed
equities.
The portfolio will remain relatively
concentrated. The exact number of
individual holdings will vary over time but
typically the portfolio will consist of
15to20 holdings.
The Investment Policy of the Company
can be found on page 7.
Benchmark
Performance is benchmarked against the
FTSE All-Share Index (total return),
representing the overall UK market.
Dividend
The Board proposes to pay a final
dividend of 2.97p per ordinary share
(2021: 1.84p) to be paid on 4 July 2023 to
shareholders who appear on the register
as at 9 June 2023, with an ex-dividend
date of 8 June 2023.
Annual General Meeting (“AGM”)
The AGM of the Company will be held at
25 Southampton Buildings, London
WC2A1AL on 27 June 2023 at 2 p.m.
There will be no Investment Manager
presentation at the AGM. Instead, there
will be a separate Investment Manager
presentation and Q&A event at 4 p.m. on
10 October 2023 at the Queen Elizabeth II
Centre, Broad Sanctuary, Westminster,
London SW1P 3EE.
Financial and
Performance
Highlights
The chart above shows the Company’s NAV performance (total return) compared to the FTSE All-Share Index
(total return) since Phoenix became the Investment Manager.
Performance
FTSE All-Share Index
Aurora Net asset value (NAV) per Ordinary Share
80
90
100
110
120
130
140
150
160
170
180
Dec-2022Jan-2022Jan-2021Jan-2020Jan-2019Jan-2018Jan-2017Jan-2016
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4 Annual Report Strategic Report continued
This is my first statement as Chair of your Company, since I succeeded Lord Howard
Flight on 28 June 2022. I would like to thank Lord Flight and The Honourable James
Nelson for their service to the Company during their tenure, following their retirement
at last year’s AGM.
Performance
2022 was a difficult year, with concerns over inflation and the war in Ukraine causing
significant market turbulence. The Company’s Net Asset Value (“NAV”) Total Return*
for the year ended 31 December 2022, on a non-IFRS basis, was –17.4% (2021:
+17.1%) and the share price total return* was –16.3% (2021: +13.5%). Over the same
period the Company’s benchmark FTSE All-Share Index (total return) increased by
0.3% (2021: 18.3%), predominantly due to the c.25% weighting in energy and mining
stocks which performed strongly after the Russian invasion. The Mid Cap index is less
exposed to those sectors, and saw a fall of 20% for the year.
The strongest contributor to the Company’s performance was the inflation hedge, put
in place in 2021 and sold early in 2022, while the weakest contributor was Barratt
Developments, where the proceeds from the inflation hedge were invested. We
recognise that this was a disappointing performance for shareholders, but
concentrated portfolios of undervalued holdings are not immune to short or medium
term market volatility. The Board remains confident that the investment approach
followed by the Investment Manager will lead to long term outperformance for
shareholders.
Your Investment Manager, Phoenix Asset Management Partners Limited (“Phoenix”),
has provided a full description of the development and financial performance of the
portfolio over the year in the Investment Manager’s Review on pages 14 to 23.
The Investment Manager and Performance Fees
2022 was the seventh year of Phoenix’s management of the Company’s portfolio,
which began in January 2016. Throughout that time, Phoenix continued to employ
afocused and patient investment approach.
Phoenix receives no annual management fee, which is a unique aspect of the
Company. Instead it is solely remunerated from an annual performance fee, equal to
one third of the outperformance of the Company’s NAV against its benchmark, the
FTSE All-Share Index (total return).
The performance fee is paid by issuance of the Company’s ordinary shares, which are
subject to a fixed three-year clawback period. That means the issued shares will be
returned by the Investment Manager in the event that any outperformance versus the
index reverses on the third-year anniversary. If outperformance fully reverses, the
Investment Manager will receive nothing.
In the years ending 2019, 2020 and 2021 the Investment Manager was awarded
shares in settlement of a performance fee.
In 2022, instead of paying a performance fee, the Company clawed back 530,311
shares from Phoenix, which were delivered to the Company and held in Treasury at
the year end, but cancelled shortly after on 9 January 2023.
Chair’s
Statement
Lucy Walker
Chair
20 April 2023
*Alternative Performance Measure (see page 97).
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Annual Report Strategic Report continued 5
Strategic Report
Chair’s
Statement
Continued
Following this cancellation, the Company’s issued share capital is now 76,078,460
ordinary shares of 25p, each carrying one voting right. The Company does not hold any
ordinary shares in Treasury.
Share Premium/Discount
During 2022 the Company saw the discount of its share price to the underlying
NAVper share narrow from 7.6% at the end of 2021 to 4.4% at the end of 2022.
Onoccasions during the year, the shares traded at a small premium.
Closing the discount is one of the Board’s key objectives for 2023, and marketing
activities are considered a key part of the strategy. Phoenix along with Liberum, the
Company’s broker, and Frostrow Capital as investor relations and marketing adviser
continue to promote the Company proactively.
To assist with management of the discount and the liquidity of the Company’s shares,
resolutions to renew the Board’s powers to issue and buy back shares are included in
the Notice of Annual General Meeting beginning on page 100.
Growth of the Company
Growing the Company remains another key objective of the Board, with a
medium-term target of £250 million. This objective was set back during the year, with
the market capitalisation falling from £179 million in January 2022, to £148 million at
the year end. The only shares issued in the year were issued to Phoenix in relation to
the 2021 performance fee. Growing the company will only be possible with the
Company’s shares trading at a premium to NAV per share, and therefore the first
objective is to close the discount.
Annual General Meeting (“AGM”) and separate Investment Manager
presentation event
Historically the AGM included a presentation from the Investment Manager, however
this year the Board is instead introducing an Aurora Investor Event to be held at 4 p.m.
on 10 October 2023 at the Queen Elizabeth II Centre, Broad Sanctuary, Westminster,
London SW1P 3EE. This event is intended to be of interest to both existing and
prospective Aurora shareholders and will include multiple speakers from the
Investment Manager. It is intended for this event to be recorded and made available
afterwards on the Company’s website.
This year’s AGM will be held at the Company’s registered office, 25 Southampton
Buildings, London WC2A 1AL, on 27 June 2023 at 2 p.m. to consider the business set
out in the Notice of Meeting on pages 101 and 102, and will not include an Investment
Manager presentation.
With respect to the AGM, the Board strongly encourages shareholders to register
their votes online in advance of the meeting by visiting www.signalshares.com and
following the instructions on the site. Appointing a proxy online will not restrict
shareholders from attending the meeting in person should they wish to do so and will
ensure their votes are counted if they are not able to attend. Shareholders are invited
to send any questions they may have to the Company Secretary by email to
info@frostrow.com ahead of the meeting.
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6 Annual Report Strategic Report continued
The Board
As mentioned above, Lord Flight and The Honourable James Nelson retired from the
Board at the 2022 AGM. Two new non-executive Directors, Farah Buckley and Helen
Vaughan, were appointed on 8 September 2022. Unfortunately it was necessary for
Helen Vaughan to resign her appointment in February 2023 due to a conflict of interest
that arose post appointment. In line with other investment companies of a similar size
and taking into account the mix of skills and experience of the existing Board
members, the Board has decided not to recruit a fifth member for the time being.
Farah Buckley’s biography is set out on page 36.
Following these changes, Farah Buckley serves as Chair of the Audit Committee and
Lady Rachael Robathan chairs the Management Engagement Committee and the
Nomination & Remuneration Committee.
David Stevenson now represents the Company on the Board of Castelnau Group
Limited (“Castelnau”). This directorship is in the interest of the Company since it
provides access to, and a deeper understanding of, the Company’s investment in
Castelnau. As a result, the Board continues to consider David Stevenson as
independent.
Administration
2022 was a busy year administratively, with changes of Auditor (now BDO LLP),
Administrator and Company Secretary (now Frostrow Capital LLP) and Depositary and
Custodian (now Northern Trust Investor Services Ltd). The Board thanks our new
service providers for a smooth transition. Further information is included in the
Directors’ Report.
Dividend
The Board is recommending a final dividend of 2.97p (2021: 1.84p) per ordinary share,
to be paid on 4 July 2023 to shareholders who appear on the register as at 9 June
2023. The ex-dividend date is 8 June 2023. This dividend will be proposed at the
forthcoming AGM to be held on 27 June 2023. The Company’s dividend policy, which
is to distribute substantially all net revenue proceeds, remains unchanged and can be
found on page 7 of this Annual Report.
Outlook
Whilst Phoenix’s approach was not rewarded in 2022, market turbulence provides
opportunity. The portfolio was rotated into more attractive names, and in some cases,
companies that had been patiently followed for over a decade. These times, whilst
painful in the short run, are what provide foundations for a strong return in the long
run. Performance from the beginning of 2023 to the end of March saw the NAV return
+14.4% vs. the index +3.1%, demonstrating the potential for significant performance.
Lucy Walker
Chair
20 April 2023
Chair’s
Statement
Continued
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Annual Report Strategic Report continued 7
Strategic Report
The Company seeks to achieve its investment objective by investing predominantly in
a portfolio of UK listed companies. The Company may from time to time also invest in
companies listed outside the UK and unlisted securities. The investment policy is
subject to the following restrictions, all of which are at the time of investment:
• The maximum permitted investment in companies listed outside the UK at cost
price is 20% of the Company’s gross assets;
• The maximum permitted investment in unlisted securities at cost price is 10% of
the Company’s gross assets;
• There are no pre-defined maximum or minimum sector exposure levels but these
sector exposures are reported to and monitored by the Board in order to ensure
that adequate diversification is achieved;
• The Company’s policy is not to invest more than 15% of its gross assets in any one
underlying issuer (measured at the time of investment) including in respect of any
indirect exposure through Castelnau Group Limited (“Castelnau”);
• The Company may from time to time invest in other UK listed investment
companies, but the Company will not invest more than 10% in aggregate of the
gross assets of the Company in other listed closed-ended investment funds; and
• Save for Castelnau Group Limited, the Company will not invest in any other fund
managed by the Investment Manager.
While there is a comparable index for the purposes of measuring performance over
material periods, no attention is paid to the composition of this index when
constructing the portfolio and the composition of the portfolio is likely to vary
substantially from that of the index. The portfolio will be relatively concentrated. The
exact number of individual holdings will vary over time but typically the portfolio will
consist of holdings in 15 to 20 companies. The Company may use derivatives and
similar instruments for the purposes of capital preservation.
The Company does not currently intend to use gearing. However, if the Board did
decide to utilise gearing the aggregate borrowings of the company would be restricted
to 30% of the aggregate of the paid-up nominal capital plus the capital and revenue
reserves.
Any material change to the investment policy of the Company will only be made with
the approval of shareholders at a general meeting. In the event of a breach of the
Company’s investment policy, the Directors will announce through a Regulatory
Information Service the actions which will be taken to rectify the breach.
Dividend Policy
The Company does not have a fixed dividend policy. However, the Board expects to
distribute substantially all of the net revenue arising from the investment portfolio.
Accordingly, the Company is expected to pay an annual dividend that may vary each
year.
Borrowing Policy
The Company is not prohibited from incurring borrowings for working capital purposes,
however the Board has no current intention to utilise borrowings. Whilst the use of
borrowings should 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
Investment
policy and
results
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8 Annual Report Strategic Report continued
have the opposite effect where the underlying return is 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 NAV per Ordinary Share.
The Company has a policy not to invest more than 10% of its gross assets in other UK
listed investment companies. As a consequence of its investments, the Company may
therefore itself be indirectly exposed to gearing through the borrowings from time to
time of these underlying investment companies.
Purpose and Key Performance Indicators (“KPI’s”)
The Company’s purpose is encapsulated in its investment objective, which is to
provide shareholders with long-term returns through capital and income growth by
investing predominantly in a portfolio of UK listed companies. The Board measures the
Company’s success in attaining its objective by reference to KPIs as follows:
a. To make an absolute total return for shareholders on a long-term basis;
b. The Company’s Benchmark is the FTSE All-Share Index (total return), against which
the NAV total return is compared. After achieving the goal of making absolute
returns for shareholders, the next aim is to provide a better return from the
portfolio than from the market as measured by the Benchmark;
c. The Board seeks to ensure that the operating expenses of running the Company
as a proportion of NAV (the Ongoing Charges Ratio) are kept to a minimum; and
d. The discount/premium to NAV per share at which the Company’s shares trade is
also closely monitored in view of its effect on shareholder returns.
The Chair’s Statement on pages 4 to 6 incorporates a review of the highlights during
the year.
The Investment Management Review and Outlook on pages 14 to 23 gives details on
investments made during the year and how performance has been achieved.
Performance (KPIs a and b)
The Company’s performance in absolute terms and relative to the FTSE All-Share
Index (total return) benchmark since Phoenix was appointed as Investment Manager in
2016 is shown below:
Cumulative
since Year to Year to
28 January 2016 31 December 31 December
to 31 December 2022 2022 2021
% % %
NAV per Ordinary Share (total return)
1
43.2 (17.4) 17.1
Ordinary Share price (total return)
1
38.1 (16.3) 13.5
Benchmark (total return) 61.0 0.3 18.3
1
Alternative Performance Measures (“APMs”).
Ongoing charges (KPI c)
Phoenix does not earn an ongoing annual management fee, but instead is paid an
annual performance fee, only if the benchmark is outperformed, equal to one third of
Investment
policy and
results
Continued
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Annual Report Strategic Report continued 9
Strategic Report
the outperformance of the Company’s NAV against its FTSE All-Share Index (total
return) benchmark.
The Board monitors the Company’s other operating costs carefully. Based on the
Company’s average net assets for the year ended 31 December 2022, the Company’s
ongoing charges figure calculated in accordance with the Association of Investment
Companies (“AIC”) methodology was 0.45% (2021: 0.49%). Expenses are managed
with the intention of keeping costs down and as the size of the Company grows the
ongoing charge ratio should be expected to reduce.
Discount to NAV (KPI d)
The discount of the ordinary share price to the NAV per Ordinary Share is closely
monitored by the Board. The ordinary share price closed at a 4.4% discount to the
NAV per Ordinary Share as at 31 December 2022 (2021: 7.6% discount). During the
year ended 31 December 2022, the Company’s shares traded between a premium of
1.6% and a discount of 13.6% to NAV per share, with an average discount of 5.4%.
Revenue Result and Dividend
The Company’s revenue income after tax for the year ended 31 December 2022
showed improvement towards pre-COVID levels, at £2,263,000 (2021: £1,413,000).
The Board is recommending the payment of a final dividend of 2.97p per ordinary
share (2021: 1.84p per ordinary share). This dividend, if approved by shareholders, will
be paid on 4July 2023 to shareholders on the register as at 9 June 2023; the ordinary
shares will be marked ex-dividend on 8 June 2023. Inaccordance with International
Financial Reporting Standards this dividend is not reflected in the financial statements
for the year ended 31 December 2022.
Five Year Summary
Year end
Published Dividend per Year end
NAV per Ordinary Share in Ordinary Share
Ordinary Share respect of the year price (mid-market)
Year (pence)
1
(pence) (pence)
Year ended 31 December 2018 182.24 4.00 183.00
Year ended 31 December 2019 232.07 4.50 237.00
Year ended 31 December 2020 213.39 0.55 207.00
Year ended 31 December 2021 253.49 1.84 234.50
Year ended 31 December 2022 203.45 2.97 194.50
Investment
policy and
results
Continued
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10 Annual Report Strategic Report continued
Investment
policy and
results
Continued
Net Asset Value per Ordinary Share
The table below is a reconciliation between the NAV per Ordinary Share as at
31December 2022 announced on the London Stock Exchange on 3 January 2023 and
the NAV per Ordinary Share disclosed in these financial statements. The difference is
principally the result of amortising performance fees over the vesting period in
accordance with IFRS 2 - Share-based Payment, in these financial statements,
whereas the NAV as at 31 December 2022 published on 3January 2023 treated the
performance fees as earned on 31December 2022, in accordance with the
investment management agreement. The remaining reconciling balances related to
adjustment of the unquoted investment valuation and expenses, due to timing lag.
NAV per
NAV share
£’000 p
NAV as published on 3 January 2023 157,967 207.64
Reversal of performance fee clawback accounted for under
non-IFRS 2 approach
(4,240) (5.57)
Add back performance fee clawback accounted for under
IFRS 2
1,385 1.82
Year end adjustments on unquoted investment valuation
and expenses
(334) (0.44)
NAV as disclosed in these financial statements 154,778 203.45
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Annual Report Strategic Report continued 11
Strategic Report
Date Average
Holding Percentage of first cost per Share Market
Company Sector in Company Valuation of net assets purchase share* price capitalisation
£’000 % Million
Frasers Group plc Retail 5,114,011 36,309 23.5 Jan-16 £3.07 £7.10 £3.390
Barratt Developments plc Construction 5,866,312 23,278 15.0 Nov-18 £4.87 £3.97 £3,957
Castelnau Group Limited# Financial 24,563,184 16,212 10.5 Oct-21 £1.00 £0.66 £127
Ryanair Holdings Plc Leisure 928,600 10,060 6.5 May-19 €8.34 €12.21 €13,903
easyJet Plc Leisure 2,975,768 9,659 6.2 Sep-16 £6.86 £3.25 £2,461
Lloyds Banking Group plc Financial 19,618,000 8,909 5.8 Jan-16 £0.62 £0.45 £30,551
Netflix Inc Technology &
Entertainment 33,500 8,212 5.3 Apr-22 $164.00 $294.86 $129,554
Hotel Chocolat Group plc Food &
Beverage 3,876,800 5,932 3.8 Jul-22 £1.33 £1.53 £214
Bellway Plc Construction 306,940 5,855 3.8 Jan-16 £21.47 £19.08 £2,356
RHI Magnesita N.V. Materials 260,970 5,757 3.7 Jan-20 £33.55 £22.06 £1,046
Other holdings (less than 3%) 19,045 12.3
Total holdings 149,226 96.4
Other current assets 5,552 3.6
Net assets 154,778 100.0
* Average net cost including sales.
# Castelnau is a multi-sector financial holding company, listed on the Specialist Fund Segment of the London Stock Exchange. Castelnau is also managed by Phoenix
and its value is excluded from the Company’s net assets when calculating performance fees earned by Phoenix to avoid double charging.
Top Holdings
as at 31 December 2022
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12 Annual Report Strategic Report continued
Portfolio Analysis
as at 31 December 2022
Percentage of Net
Sector Assets
%
Retail 23.5
Financial* 20.8
Construction 19.4
Leisure 15.6
Technology & Entertainment 5.3
Food & Beverage 4.3
Materials 3.7
Industrials 2.1
Insurance 1.7
Other current assets and liabilities 3.6
Total 100.0
* Castelnau is included in the Financial classification as it is a multi-sector financial holding company.
23.5
20.8
19.4
15.6
5.3
4.3
1.7
3.7
2.1
3.6
Other current assets
and liabilities
Insurance
Industrials
Materials
Food & Beverage
Retail
Financial
Construction
Leisure
Technology &
Entertainment
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Annual Report Strategic Report continued 13
Strategic Report
2022 was the year that the clawback process did its work and reversed the
performance fee earned in 2019. Although I imagine you appreciate the fairness of this
act, I know you would have preferred that we delivered the performance instead. 2022
was a difficult year for our portfolio to outperform with outsized gains in the energy
sector triggered by the war, but those effects will wear off in time and the extreme
under valuation of the portfolio should result in the sort of outperformance that is
deserving of performance fees.
Instead of a portfolio that trades at intrinsic value and a great run of recent
performance that would lead you to think you had the right people looking after your
money we instead have for you a portfolio trading at 40% of what we think it is worth
and ask for your patience which we believe will be well rewarded in future
performance.
The UK market seems to be getting incrementally cheaper with each wave of
negativity that has hit since Brexit. History tells us that these effects are transitory
even if they can persist for long periods of time. We had negative interest rates for so
long that some thought they would be here forever, and the UK has been cheap for so
long now that you hear some who think it is also going to be a permanent attribute.
We don’t profess to make forecasts about the near term however we do expect
fundamentals to reassert themselves in the long run and the wonderful value that we
are accumulating in these times of cheapness will turn into the sort of excellent
long-term returns that make this approach to investing so worthwhile.
Gary Channon
Chief Investment Officer
Phoenix Asset Management Partners
20 April 2023
Statement from
the Chief
Investment
Officer of the
Investment
Manager
Gary Channon
Chief Investment Officer Phoenix
Asset Management Partners
20 April 2023
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14 Annual Report Strategic Report continued
During the year, the NAV per share fell by 17.4% and the share price by 16.3%. The
FTSE All-Share Index rose by 0.3% over the same period. Since Phoenix began
managing the Company’s portfolio on 27 January 2016 to 31 December 2022, the
Company’s NAV per share total return was 43.2% versus 61.0% for the FTSE All-Share
Index. Net assets at year-end were £158million (2021: £194 million).
The underperformance in 2022 ensured that no performance fee was payable. As a
reminder, if a performance fee is payable, it is paid by way of the issuance of ordinary
shares, which are subject to a fixed three-year clawback period. If the outperformance
versus the index reverses on the third-year anniversary, some or all the issued shares
will be returned, and if outperformance fully reverses, Phoenix will receive nothing.
On 31 December 2022, a clawback test for the year ending 31 December 2019 was
carried out and, due to underperformance in 2022, the clawback was triggered in full.
The 530,311 shares awarded to Phoenix for the 2019 fee have been returned to the
Company and the NAV per share increased by 1.66p as a result.
Following a review and dialogue with advisers, prompted by ourselves and the Board,
we agreed that accounting for the clawback in the daily NAVs better represents the
economic impact of the clawback and is more informative to investors.
The impact of the fully clawed back 2019 fee and the 2020 & 2021 fees, which would
be clawed back if the underperformance as at 31 December 2022 continued, but
which have yet to be subject to the final three-year clawback test, was to increase the
NAV by 5.44p per share in total.
2023 has started positively as the market looks towards inflation, and therefore
interest rates, falling. As of 28 February 2023, the NAV has risen 16.8% for the year,
with the FTSE All-Share Index rising 6.1%.
Performance Review
From a performance perspective, 2022 was dominated by concerns over higher
inflation and the impact of higher interest rates. The war in Ukraine was also a
significant factor as it led to an increase in commodity prices, which added to the
existing inflationary forces.
The first half of the year saw falls across the portfolio, with the NAV down 16.6%
versus 4.6% for the benchmark at 30 June 2022.
The year ended slightly weaker with the portfolio down 17.4% whilst the Index
recovered to end the year up 0.3%. Within the second half of the year, Q3 was weak
as the NAV fell a further 9.7% before a 9.5% recovery in Q4.
It has been a tough year in which to beat the UK indices. The main UK indices have,
unusually (from a global perspective), returned a positive performance in 2022, largely
owing to the weighting in energy and miners, whose prices jumped in response to the
elevated profit opportunity that followed Russia’s invasion of Ukraine. Between them,
those sectors make up c.25% of the market and they are up 42% and 23%
respectively in 2022. We do not have any ownership in those areas.
The Mid Cap Index, which has a lower exposure to those sectors and is more
domestically focused, fell 20% in the year.
The 17.4% decline in Aurora was after a positive 6.5% contribution from a hedge
against inflation, through put options on a short sterling future contract, which was
disclosed in detail in the Company’s last annual report. The biggest contributor to our
decline was Barratt Developments where we re-invested the proceeds of that
Investment
Management
Review and
Outlook
Steve Tatters
Director
Phoenix Asset Management
Partners
20 April 2023
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Annual Report Strategic Report continued 15
Strategic Report
hedge, it was down 41% in 2022, which results in a –5.4% effect on the return.
Castelnau Group contributed a –4.3% effect after it declined by 35%.
The other stocks to make negative contributions of over 2% were Randall & Quilter
and easyJet, which were down 3% and 2.8% respectively.
Last year’s biggest riser, Frasers Group, the Company’s biggest holding, fell 8% in
2022 (having risen 71% in 2021). When combined with its large weight, this had a
–1.5% effect on the Company for the year.
The best performer in the portfolio in 2022 was Netflix, rising 50% from when we
purchased it and making a +1.3% contribution to the overall performance.
Activity Review
In the June 2022 monthly factsheet, we highlighted the valuation opportunities
afforded by the fall in the NAV during the half year. This piece was titled “Christmas in
Valueland”.
Please refer to the June factsheet on our website for the full details, but it highlighted
the counter intuitive thinking of value investors as bad fundamental news can often
provide good investment opportunities. The essence of “Valueland” is the ability to
buy the future for less, and it follows that the less you pay the higher the return you
will enjoy in the future.
Those “Valueland” type opportunities persisted for much of the year and even after
recent positive performance valuations remain at an historically attractive level.
We took advantage of the opportunity set and instigated four new holdings. We
reported in detail during the year on two; AO World and Netflix, a third, Hotel
Chocolat recently went over 3% and we will be formally introducing it in the next
monthly factsheet. A fourth, Wayfair, remains below our 3% disclosure level and will
be introduced when it exceeds that 3% threshold.
The investments in Netflix and Wayfair are outside our historic focus on UK listed
equities, but if they sit within our circle of competence, they are investable, and the
Company’s mandate allows up to 20% of the portfolio to consist of non-UK holdings.
Ryanair for example is another member of the portfolio from outside the UK. When we
stray outside of the UK, it is to multinational businesses where we think we bring
some initial knowledge and insight. Unilever is listed in the UK and Proctor & Gamble
in the US, but the expertise required to understand one is highly applicable to the
other.
The rationale behind the purchase of Netflix was also outlined in the June factsheet,
and it is repeated below:
Rather than cover the story of Netflix, which you probably know and has been covered
well elsewhere, including in founder Reed Hasting’s book collaboration with Erin
Meyer called “No Rules Rule”, which is written up in the Phoenix Reading Room, we
thought we should explain why we have invested in it.
Long-term holders will remember that we have owned media production broadcast
businesses before, initially Carlton Communications and then, following its merger
with Granada, ITV. At the time of that merger in 2003 the competition and media
regulators decided that ITV would have too much power, and so restricted their ability
to change their business and capped their prices and advertiser contracts at 2003
levels. This hobbled them in a changing world. They tried something called ITV Digital,
Investment
Management
Review and
Outlook
Continued
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which was a failure, but even in 2008 when this was reviewed by Ofcom, they were
still thought to need restrictions. In that report streaming, though mentioned, was not
expected to be significant. What they called Broadband TV, or internet TV, was held
back because only two thirds of households had access to the internet at the time.
The internet itself was underestimated because they said it didn’t allow the same
ability to target audiences the way broadcast TV did.
We sold our ITV and our WPP viewing that the world was changing fast in a way that
undermined both those businesses. All this time later, ITV trades 40% below where
we sold it and whenever we have reconsidered it as an investment, for example in
2018 when Carolyn McCall moved there from easyJet, the fear of Netflix has
undermined its attractiveness. A show like The Crown would have been a natural for
ITV before the emergence of Netflix.
Now, 43% of UK households subscribe to Netflix, streaming services are in 59% of
households and Netflix dominates the Top 10 list of most enjoyed titles watched
according to Kantar. ITV finally got together with the BBC, and in 2017 created
something called BritBox to compete. Currently Netflix has 100 times more
subscribers.
What has been playing out in the UK has been going on everywhere at different paces
and in different ways. Streaming is a superior way of receiving media content.
Toyoung people who have grown up with it, the idea of scheduled linear timed
broadcasting is quaint, anachronistic, and not the way they tend to consume media
unless it’s a live broadcast. Around 300 million households around the world now
utilise a streaming service and we think over the next 10 years that could grow to
arange of numbers averaging about 1 billion. Netflix, as the first and biggest, we
expect to lose share as others get up and running, but they will have a smaller share
of a much bigger market. Their growth trajectory will be different to newcomers
because they have reached points of deep penetration in many markets. The
pandemic has distorted numbers and made trends harder to discern, but it seems
reasonable to assume that lockdown had a positive impact upon them and so the end
of lockdown should be negative. They entered the lockdown with 167m subscribers
and have emerged with 220m. Netflix is not just the UK’s no.1; it is the World’s.
Whilst many focus on Netflix versus Disney, we think the real pain points will be with
the likes of ITV and their ilk around the world.
Netflix has built this business whilst charging for it. ITV is free. ITV doesn’t have churn
numbers because it is free, and advertisers pay for it. This dynamic gives Netflix a
great opportunity to vary its business model to reduce subscription price as a point of
friction. Netflix is already the streaming service that consumers say is their favourite
and would be the last one they cancel. As Netflix experiments with the advertiser
funded model that has served Google, YouTube, Facebook and most of the world’s
commercial broadcasters well, we believe it will increase its competitive advantage.
Netflix has a founder led culture that is always adapting and evolving, using trial and
error combined with a good understanding of data to develop. We see this in many
successful businesses and so when we consider the management team and culture
at Netflix, we think it will outcompete its rivals.
There are many scenarios you can model at Netflix. Our base one gives a value of well
over $500, and our downside stress test comes out around $200. We have now
invested 3% of the portfolio at an average price of $211.49 and, given that it represents
a new area for us, we will restrict ourselves there until we believe we have developed
our expertise further. In the past, that cap has taken years not months to lift.
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In January 2023, Phoenix Asset Management Partners, through Castelnau Group
Limited, launched an offer for Dignity PLC in conjunction with Sir Peter Wood. For full
details of that Offer, please refer to the Castelnau Group website
www.castelnaugroup.com.
Outlook
In the year-end factsheet for the Company published in January 2023, Gary Channon,
Phoenix CIO, outlined some thoughts to shareholders on inflation and the general
outlook for the year ahead. It is repeated below, as those thoughts remain relevant
today:
Inflation
Given the significant contribution of the inflation hedge to our recent performance, it is
worth commenting on our current thoughts and why we were happy to take it off and
not extend it.
There seems to be some general misunderstanding as to whether inflation is
controllable or not, which at times draws upon the 1970s as an example. However, it
is important when considering that period to understand that the prevailing view of
politicians and policy makers at the time was that inflation could not be controlled with
interest rates or money supply. The way in which governments sought to control
inflation was through government intervention in prices and wages.
In the UK we had the National Board for Prices and Incomes, which was set up in
1965 and through which the government attempted to impose controls on prices and
wages through direct legal constraint and coercion. Periods of wage freezes were
imposed, where no businesses could raise pay, followed by mandated pay rise levels
set by the government. This even extended to dividends. All these measures seem
unworkable today and they were even then. Much mental and legal resource was
spent trying to operate around them and huge misallocations of capital were caused
by those distortions, but their ultimate undoing was that they failed to work. Inflation
took off and labour represented by unions went on strike bringing the UK to a
standstill. (Plus ça change, plus c’est la même chose!)
Some lessons of history are learned because they result in a change that works, and
so it was with inflation. We learned that inflation could be controlled by the setting of
interest rates and paying attention to the money supply and that, even better, if you
gave this as a mandate to an independent central bank, then it would gain real
credibility in the pricing of long-term obligations from the government.
The lesson of history that you cannot control inflation by imposing below market wage
settlements looks like it is about to be relearned in the UK.
We were worried about inflation in 2021, because we saw the huge growth in money
supply caused by the pandemic interventions, which were funded by effectively
printing money. Because “quantitative easing”, as it became known, worked so well
in the Global Financial Crisis of 2008, it was assumed not to cause inflation. But the
big difference then was that the money printing occurred as the banking system
shrank and the overall effect on money supply was minimal. With COVID-19 there was
no offsetting shrinkage. To make matters worse, the interruption to the world trading
system that COVID-19 caused meant that supply could not respond to all the extra
money in the system and so price rises were the inevitable outcome.
Investment
Management
Review and
Outlook
Continued
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To throw fuel to the fire, the invasion of Ukraine, accompanied by a restriction on the
supply of Russian energy, caused a surge in oil and gas prices which quickly feeds into
all prices.
The key central banks all have a clear policy objective of controlling inflation, and this
hiccup has undermined their credibility, which they are acting quickly to regain. They
have the tools and there is no reason not to expect them to succeed. Money supply
has already stopped rising and has even been declining in the US for the first time in
decades. It is a reasonable assumption that long term inflation will be around the goals
set for central banks (UK is 2.0%), and that in focusing on restoring their credibility
they will tend towards undershooting that level.
2023 will be the year of transition and given the unsustainably elevated level of energy
prices (i.e. they are at such a high level that the excess profits incentivise increased
supply, whereas elevated prices reduce demand and incentivise alternatives), it is
highly possible that inflation could be negative before the year is out.
Once central banks can see the trajectory is on target, we will see where peak
interest rates are, and also whether a greater recession is needed, albeit that is the
ultimate effect of raising rates to restrain inflationary pressures.
Outlook
You know us better than to expect a forecast for 2023, but we do want to share a
thinking framework for someone with, or thinking of, making a long-term investment
in equities and then in particular with our investment philosophy.
For all the talk about inflation, interest rates and wars, the most important factor for
considering an investment in equities is the underlying economic miracle engine that
has been running now for some 300 years. Whatever you call it, industrialisation, or
capitalism, starting in the UK a force has been at work that has raised the productive
output of the world at a rate faster than population growth. In the previous 1,000 years
this did not happen.
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The effects of this machine can be seen in the world GDP figures adjusted for
inflation. The first column of GDP data in the table below shows the figures adjusted
for inflation, but when we are thinking about where corporate profits come from, it is
actual dollars which the next column shows. Corporate profits have averaged between
8% and 10% of GDP over that period and so the final column is an estimate of their
size using a 9% estimate.
The forces of that progress are identifiable and measurable. The number of people
involved and the output per person are the two simple factors of the output result.
Innovations in ways of working and innovation in the technologies involved, combined
with trade, drove that output. But by far the biggest absolute driver has been the
increase in the number of people joining the system. Even without any innovation,
newly industrialising countries can just adopt methods and technologies already
discovered.
Investment
Management
Review and
Outlook
Continued
World World
(2015$) change (Current$) change Profit Pool
1961 $11,316,399,618,088 $1,448,625,354,543 $130,376,281,909
1971 $18,866,906,740,753 67% $3,310,780,486,001 129% $297,970,243,740
1981 $26,824,107,597,640 42% $11,727,633,651,775 254% $1,055,487,028,660
1991 $36,481,847,683,018 36% $23,763,555,781,581 103% $2,138,720,020,342
2001 $49,318,791,162,402 35% $33,623,959,264,594 41% $3,026,156,333,813
2011 $67,008,015,715,948 36% $73,857,648,457,527 120% $6,647,188,361,177
2021 $86,852,662,217,901 30% $96,513,077,364,368 31% $8,686,176,962,793
Source: World Bank national accounts data, and OECD National Accounts data files, Phoenix
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The effects of this machine can be seen in the world GDP figures adjusted for
inflation. The first column of GDP data in the table below shows the figures adjusted:
Throughout those decades interest rates went up and down, inflation came and went
and so did wars, but none of it derailed this relentless machine.
Increasing output at a rate faster than population growth raises the standard of living
and that has also happened at a relentless pace. The best way to show it is with the
GDP per capita, see table below:
World GDP per Capita
Year Value Change
1961 $3,683
1971 $5,007 36%
1981 $5,933 18%
1991 $6,778 14%
2001 $7,921 17%
2011 $9,500 20%
2021 $11,010 16%
Source: World Bank national accounts data, and OECD National Accounts data files
As citizens get wealthier they consume differently, and the business opportunities to
satisfy that consumption grows. This is the basis of the economic system in which we
participate, from which our businesses derive their profits and therefore, ultimately
where the returns and values of our businesses come from.
This is the strong and compelling case for equities over the long term, as a participator
in that great wealth generating machine and as a protection against any inflation that
accompanies that progress.
World GDP had just passed $30 trillion when we started Phoenix in 1998 and it most
likely will have passed $100 trillion now. The pool of corporate profits has more than
tripled in that period and a holder of one of the world indices would have achieved
something similar to that on their investment.
The Case for the Value Investing Approach
If the index-based approach can give such good returns for the long-term investor, then
why contemplate a value-based approach?
There are two key edges that a value-based approach has over a pure index tracking
one, which should mean that all value managers can outperform the index, even after
fees, if they do them.
1. Avoid bubbles of over valuation
2. Take advantage of troughs of under valuation
Both go against basic human instincts and are the primary reason why the average
investor underperforms.
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Avoiding bubbles. As we have discussed previously, markets have in the past few
years become dominated by a euphoric interest in technology related businesses.
Many of them look like great businesses and are highly profitable, but in a run
reminiscent of the Go-Go Years rally of the 1960s, which focused on the Nifty Fifty of
forever stocks, the valuation put on businesses with great prospects reached highly
elevated levels.
A value-based approach keeps you out of such manias and protects you from the
fallout seen already in 2022. We had none of those in the portfolio.
Buying Value in a Trough. As we have discussed previously, the layers of negative
forces prevailing in the stock market, especially in the UK, have created significant
undervaluation opportunities. It has been our focus to make the most of this
opportunity. Although straightforward in principle, buying cheap but declining and out
of favour stocks is always uncomfortable when you are doing it, because they usually
keep declining and looking like mistakes.
We save ourselves from the human side of that by sticking to our approach, making
rational value-based judgements, in the knowledge that, in the long run, it is the
underlying cash generation of a business that ends up determining its value and
long-term investment returns. We pay no attention to timing but if we invest in
undervalued securities, that are themselves making high returns on the capital
retained within them, then time works for us. Value builds and, ultimately, returns
follow.
The result of applying that edge, since we started in 1998, is that we had a 12-fold
return whilst those world indices and profit pool tripled.
UK House Prices
Given our large exposure to UK housebuilding, and that this is again a much-discussed
topic, we thought we should say something on house prices.
Those familiar with our investment rationale will know that the movement in house
prices does not matter much for value and, counter-intuitively, the outcome that
produces the most cash for shareholders is one of continual house price decline. The
reason being that declining prices, in essence, release capital currently tied up in land,
because the replacement cost of land falls as house prices fall. Because the cost of
building houses does not decline, land prices always take a disproportionate hit which
releases a lot of capital. (e.g. in 2009 a 9% fall in house prices was accompanied by
a40% fall in land prices).
We restate that reasoning so it is clear that we don’t have an endowment bias (i.e. the
cognitive bias you get when you already own something to favour thinking that
supports that ownership) that leads us towards optimistic house price expectations.
Ultimately, we think house prices reflect the forces of supply and demand. Rising
mortgage rates have an impact on the area of demand that comes from buyers of
ahouse with a mortgage, but demand occupancy is a function of the supply of
households and most households are not formed with a mortgaged purchase; they
start as a rental decision. A shortage of supply of housing means that occupancy of
property is high and that landlords can expect a tenant. Higher rates mean that
landlords will either have to raise rents or lower the price at which they are willing to
buy properties. In 2022 private rents rose 11% in the UK and 15% in London. Like
Investment
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Outlook
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higher energy prices, they end up taking up a larger proportion of household budgets
and for some it will mean that a household does not get formed, e.g. young people
will continue to live at home longer.
The price at which landlords are willing to bid will be impacted by their cost of funds.
Though the overall yield on UK residential property is still at or above the long-term
risk-free rate. On top of that, rents rise with inflation and so, from a purely asset
pricing point of view, the pricing still looks attractive.
House prices adjust very slowly in the UK. Many choose not to move when they don’t
get their desired price and so transaction volumes decline. In 1989 -1995, when the
last period of overbuilding caused a bursting bubble in the UK, it took 5 years for
prices to fall 9% and, with inflation included, that resulted in a fall of 23% in real
terms. (1989 was the last year in which the UK built more houses than households
formed!)
That bubble was accompanied by over building and lots of poor lending. Following the
financial crisis in 2008, the UK mortgage market has changed considerably, and new
regulations have restricted lending to those passing affordability tests, which include
rises in interest rates. That is not to say that a rise in unemployment will not cause
some to find their mortgage unaffordable, but the UK regulator has already guided the
lenders to seek all possible ways to help borrowers, including pausing capital
repayments rather than have someone lose their home. Repossessions have never
been a significant factor in the UK house market, even in past bubbles, and that looks
even likelier to be the case again.
More likely is a period of adjustment to new mortgage rates and rental prices,
adecline in prices from lower expectations of value by agents, sellers and buyers,
before the forces of supply and demand assert themselves to leave residential
property in the UK still expensive.
We have used many methods to estimate the level of undersupply of housing in the
UK and the best approximate figure we have is around 5% or 1.5 million homes, not
evenly distributed and most extreme in London. The latest changes and government
backdowns on planning policy show that there is no likely path in the medium term to
fix this. Even the political will, that we have seen from both parties in the past
20years to raise housing output, it has not overcome the underlying local resistance
to new housing.
China
Given the way we view the world, the most significant recent news has been the
re-opening of the Chinese economy from COVID-19. In the short run, it will help
alleviate inflationary pressures, but in the long term, the forces we talked about earlier
are what matters. China aspires to have an economy like the US, but even if it
managed to raise its GDP per capita to the level of the UK, that alone would add
$47trillion to the $100 trillion world economy. However, China’s relationship with the
US and Europe (including the UK) has changed; there is a wariness about China’s
intentions, and this is causing restrictions to trade in crucial areas like semiconductors.
Military and political rivalries are concerning, but a student of history cannot help but
notice how much innovation and economic progress has been made in the
competition for power between nations (see Paul Kennedy’s 1987 book The Rise and
Fall of Great Powers for a great illustration of this over 500 years). There is no military
victory route available and so the best way for China (and India) to build their power to
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Continued
match the size of their nations, is economic progress towards conversion with the
West, and in doing so the standard of living of the whole world will rise substantially.
And as previously said, the best way for a long-term saver to participate in that is by
owning commercial enterprises.
Conclusion
All that grandiose macro context does not help you pick stocks. Companies succeed
and fail in much more dramatic fashion than countries. We have a portfolio of strong
businesses, and so in tough times they get relatively stronger and that shows when
conditions improve. We see that happening across the portfolio, where companies
with strong management teams are outcompeting their competitors and creating
great long term future value. Unfortunately, our external scorecard is based upon the
value that the market puts on those businesses, and currently that is low. We believe
we have added considerable long-term value to the portfolio in this period and that will
start showing up in returns in the coming years.
Steve Tatters
Director
Phoenix Asset Management Partners
20 April 2023
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Value of £1,000 invested
in the Phoenix UK Fund at
launch to 31 December 2022
Phoenix UK Fund Track Record
The investment strategy followed by the Phoenix UK Fund is the same as that followed by the Company*
Phoenix UK Fund (Net)
FTSE All-Share Index (total return)*
£
31 December
500
1,500
2,500
3,500
4,500
5,500
6,500
7,500
8,500
2022202120202019201820172016201520142013201220112010200920082007200620052004200320022001200019991998
Source: Phoenix. All figures shown are net of fees and do not account for an investor’s tax position. The FTSE All-Share Index is shown with dividends re-invested. The
Fund’s inception date is May 1998.
* Whilst the investment strategy is the same in all material respects, the portfolio holdings will not necessarily be the same and investors in the Company will have no
exposure to the investment performance of the Phoenix UK Fund. For illustrative purposes only, not a recommendation to buy or sell shares in the Fund.
Pastperformance is not a reliable indicator of future performance.
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Phoenix UK Fund Track Record
Investment NAV
Return NAV Return FTSE All-Share Per Share
Year (Gross) (Net) Index (A Class)
% % % £
1998 (8 mths) 17.6 14.4 (3.3) 1,143.71
1999 (1.3) (4.6) 24.3 1,090.75
2000 24.7 23.0 (5.8) 1,341.46
2001 31.7 26.0 (13.1) 1,690.09
2002 (17.8) (20.1) (22.6) 1,349.64
2003 51.5 49.8 20.9 2,021.24
2004 14.1 11.2 12.8 2,247.26
2005 1.4 0.3 22.0 2,254.99
2006 9.5 8.3 16.8 2,442.90
2007 3.4 2.3 5.3 2,498.40
2008 (39.5) (40.2) (29.9) 1,494.31
2009 62.8 59.7 30.2 2,386.48
2010 1.1 0.0 14.7 2,386.37
2011 3.0 1.9 (3.2) 2,430.75
2012 48.3 42.2 12.5 3,456.27
2013 40.5 31.3 20.9 4,539.47
2014 1.9 0.1 1.2 4,544.25
2015 20.1 14.7 0.9 5,211.13
2016 9.1 7.6 16.8 5,605.58
2017 21.5 16.3 13.1 6,518.69
2018 (13.6) (14.7) (9.5) 5,558.97
2019 30.3 27.7 19.1 7,098.36
2020 (3.9) (4.9) (9.7) 6,748.66
2021 23.4 18.7 18.3 8,011.17
2022 (16.7) (17.4) 0.2 6,619.32
Cumulative 1,098.0 561.9 233.3 n/a
Annualised Returns 10.6 8.0 5.0 n/a
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26 Annual Report Strategic Report continued
Directors’ duty to promote the success of the Company
Section 172 of the Companies Act 2006 requires the Directors to seek to promote the
success of the company for the benefit of its members as a whole, having regard to
the likely consequences of any decision in the long term, the need to foster the
company’s business relationships with suppliers and others, the impact of the
company’s operations on the community and the environment, the desirability of the
company maintaining a reputation for high standards of business conduct, and the
need to act fairly as between members of the company.
The Board seeks to understand the views of the Company’s shareholders and their
interests, and those of its other key stakeholders, and to consider these, together with
the other matters set out in section 172, in Board discussions and decision-making.
The Board keeps engagement mechanisms under review so that they remain effective
and in fulfilling their duties the Directors carefully consider the likely consequences of
their actions over the long-term.
The following describes how the Directors have had regard to the views of the
Company’s stakeholders in their decision-making.
Shareholders
The Investment Manager regularly meets the largest shareholders and beneficial
owners and reports back to the Board on those meetings. Liberum Capital Limited
(“Liberum”), the Company’s corporate broker, and Frostrow Capital LLP (“Frostrow”),
in its capacity as the Company’s investor relations & marketing adviser, also meet with
investors and seek to understand their views, which they relay to the Board.
Additionally, the Company Chair is available to meet with investors on request.
Through these interactions and other communications the Board and the Investment
Manager seek to promote a supportive investor base of long-term investors.
The Board communicates with investors twice a year via the Annual Report and
Half-yearly Report and more frequently via the Company’s website which hosts
various information, including news reports, video presentations by the Investment
Manager and monthly factsheets. Additionally, the NAV per share is announced daily
via a regulatory information service.
The Company encourages all shareholders to attend the Company’s AGM, at which
the Directors are available in person to meet with shareholders and to answer their
questions. Historically the AGM included a presentation from the Investment
Manager, however, this year the Board is instead introducing a separate Investment
Manager presentation and Q&A event at 4 p.m. on 10 October 2023 at the Queen
Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE. This event is
intended to be of interest to both existing and prospective Aurora shareholders and
will include multiple speakers from the Investment Manager. It is intended for this
event to be recorded and made available afterwards on the Company’s website.
The Notice of Meeting on pages 101 and 102 sets out the business of the AGM and
each resolution is explained in Explanatory Notes to the Resolutions, which follow the
Notice, starting on page 107. Separate resolutions are proposed for each substantive
issue. The Company Chair, and where relevant, each Committee Chair, welcomes
engagement with the Company’s shareholders (and the Company’s other key
stakeholders) on significant issues raised by them at the AGM or at other times.
Details of the votes cast on each resolution will be announced via a regulatory
information service shortly after the AGM and published on the Company’s website.
Report under
Section 172 of
the Companies
Act 2006
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At each of its regular meetings the Board tracks shareholder changes and monitors the
evolving shareholder profile. A list of the largest shareholders in the Company can be
found on page 43.
Shareholders have generally been supportive through the year and nothing arose from
the shareholder interactions requiring a substantive decision to be made. However,
related to this topic, the Board has decided to participate in a retail focus group
initiative aimed at further understanding retail shareholders.
Other stakeholders
As an externally managed investment company, the Company has no employees and
all operational activities are outsourced to third party service providers. These include
the Investment Manager, the Company Secretary and Administrator, the Registrar, the
Depositary, the Custodian, lawyers and financial advisers. The Board has identified
these service providers to be key stakeholders in the Company, together with its
shareholders and investee companies. The Board is aware of the need to foster the
Company’s relationships with its key stakeholders through its stakeholder
management activities.
As part of the Board and stakeholder evaluation processes that are undertaken
annually, the Board reviews its engagement mechanisms to ensure they remain
effective.
In fulfilling their duties, the Directors carefully consider the likely consequences, for
stakeholders and otherwise, of their actions over the long term.
During the Board’s quarterly meetings the Directors consider and are mindful of:
i. the Company’s investment objective and policy;
ii. the main trends and factors likely to affect the future development,
performance and financial position of the Company;
iii. the Company’s key performance indicators;
iv. the Company’s peers;
v. the Company’s overall strategy; and
vi. the Company’s core values, which are integrity, accountability, transparency
and commitment.
The Investment Manager is the most fundamental service provider to the Company’s
long-term success, and the Board provides oversight and challenge to the Investment
Manager at all Board meetings to ensure that the portfolio is managed in line with the
Company’s published investment policy.
A description of key service providers’ roles together with the terms of their
engagement can be found on pages 42 to 44. The Management Engagement
Committee, on behalf of the Board, reviews the performance and terms of
engagement of each of the Company’s key service providers annually to ensure each
remains competitive and to consider the quality of the services they provide.
Environmental, Social and Governance (‘ESG’) Matters
The Board expects good standards of business sustainability to be maintained,
especially with respect to ESG, at the companies in which the Company invests and
Report under
Section 172 of
the Companies
Act 2006
Continued
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28 Annual Report Strategic Report continued
Report under
Section 172 of
the Companies
Act 2006
Continued
satisfies itself that the Investment Manager consistently and proactively engages with
them on this basis.
All shareholdings are voted at listed company meetings worldwide where practicable
in accordance with the Investment Manager’s own corporate governance policies.
Further details of the Investment Manager’s approach to ESG within its investment
framework can be found on its website at www.phoenixassetmanagement.com.
Monitoring of Key Decisions and the outcome of those decisions
The Board meets at least quarterly and at such other times as deemed appropriate.
During these meetings, the Board considers reports from the Investment Manager on
the Company’s portfolio, its investment activity and sector diversification. In addition,
the Investment Manager provides an overview of engagement with the investee
companies and with potential investee companies. The Board debates the Company’s
portfolio and notable acquisitions or disposals at each of its meetings and challenges
stock selection where deemed appropriate. In between meetings, the Investment
Manager and Board maintain contact through which they consider investment ideas,
market outlook, any strategies under consideration for adjusting the Company’s
portfolio in line with the Company’s investment policy and other initiatives.
The Board receives reports from Frostrow, in its capacities as Company Secretary,
Administrator and Investor Relations & Marketing Adviser, respectively on the latest
governance, legal and investment trust sector issues, the Company’s management
accounts and, together with Liberum, the Company’s corporate stockbroker, on the
Company’s shareholder base, including changes thereto. The Depositary also provides
oversight reports and Liberum also reports on performance relative to the Company’s
peers and the market liquidity of the Company’s shares. Contact with shareholders by
the Investment Manager, Frostrow and Liberum is also relayed to the Board who
consider these discussions at their quarterly meetings.
As mentioned above, the Board decided to participate in a retail focus group initiative
aimed at further understanding retail shareholders. During the year, the Board
reviewed the performance and terms of engagement of each of its key service
providers, which included a review of their control reports and policies, such as
whistleblowing, anti-bribery, anti-money laundering and corruption, cyber security, data
protection policies and each entity’s business continuity arrangements to ensure they
were in place and were adequate. This was a particularly active area of consideration
in the year and decisions were taken, and have been implemented, to change the
Company Secretary and Administrator, to Frostrow, the Depositary and Custodian, to
Northern Trust, and the Auditor, to BDO.
In accordance with the Company’s Investment Management Agreement, the Board
agreed during the year to issue shares to the Investment Manager in respect of the
performance fee earned for the year to 31 December 2021.
As part of the Board’s succession plan, the Board worked with independent search
consultant Trust Associates, to search for and appoint two new Board members to
replace Lord Flight and the Honourable James Nelson who stepped down from the
Board at the Company’s AGM on 28 June 2022.
Other decisions included recommending the payment of a final dividend in respect of
the year ended 31 December 2021, which was paid on 1 July 2022, in accordance
with the Company’s dividend policy to distribute substantially all the Company’s
revenue to shareholders by way of a dividend. It was also paid to satisfy the
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Annual Report Strategic Report continued 29
Strategic Report
investment trust status requirement that no less than 15% of the Company’s
qualifying revenue must be retained each year.
Boardroom Diversity
The Board supports the principle of Boardroom diversity, and the Board currently
comprises four non-executive Directors of which three are female and one male.
OneDirector is from a minority ethnic background. The Board considers its
composition, including the balance of skills, knowledge, diversity (including gender
and ethnicity) and experience, amongst other factors on an annual basis and when
appointing new Directors. The Board has considered the requirements under the
FCA’s Listing Rule 9.8.6R (10) in relation to target reporting, and has provided full
details in the Corporate Governance Statement section on page 47. Summary
biographical details of the Directors are set out on pages 35 and 36.
Stewardship code
The Board and the Investment Manager support and have a strong commitment to the
FRC’s UK Stewardship Code, the latest version of which was effective from 1January
2020. It is endorsed by the AIC and sets out principles of effective stewardship by
institutional investors. Whilst the Investment Manager is not a formal signatory to the
Stewardship Code, it has chosen to adhere to the 12 principles as closely as possible.
Further details of the Investment Manager’s approach to the Stewardship code can be
found on the Investment Manager’s website at
www.phoenixassetmanagement.com.
Modern slavery disclosure
Due to the nature of the Company’s business, being a company that does not have
employees and does not offer goods or services to consumers, the Board considers
that the Company falls outside of the scope of the Modern Slavery Act 2015 and is not
required to issue a slavery and human trafficking statement. The Board considers the
Company’s supply chains, dealing predominately with professional advisers and
service providers in the financial service industry, to be low risk in thismatter.
Anti-bribery and corruption
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 and corruption and is
committed to acting professionally, fairly and with integrity in all its business dealings
and relationships wherever it operates. The Company’s policy and the procedures that
implement it are designed to support that commitment. The Board has made enquiries
of its third-party service providers to ensure they have procedures and policies in
place.
Criminal Finances Act 2017
The Company maintains a zero-tolerance policy towards the provision of illegal
services, including the facilitation of tax evasion. The Company has received
assurances from the Company’s main service providers and suppliers that they
maintain a zero-tolerance policy towards the provision of illegal services, including the
facilitation of tax evasion.
Report under
Section 172 of
the Companies
Act 2006
Continued
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30 Annual Report Strategic Report continued
Principal Risks and Risk Management
The Board is responsible for the identification, evaluation and management of the risks
facing the Company. Risk is a key element of all the Board’s deliberations. Additionally,
the Board has delegated to the Audit Committee the formal regular review of these
risks, together with their mitigation and the discerning of emerging risks, on its behalf.
This process accords with the UK Corporate Governance Code and the FRC’s
Guidance on Risk Management, Internal Control and Related Financial and Business
Reporting.
The Audit Committee and the Board has 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 and liquidity.
The Board’s policy on risk management has not materially changed during the course
of the reporting period and up to the date of this report. In particular, the Board
undertakes a review of the performance of the Company and scrutinises and
challenges notable transactions at each quarterly Board meeting.
The Audit Committee maintains a framework of the key risks and the policies and
processes in place to monitor, manage and mitigate them where possible. This risk
map is reviewed regularly by the Audit Committee, as set out in the Audit Committee
Report starting on page 60.
The Audit Committee and the Board consider that the risks summarised below are the
principal risks currently facing the Company. It is not an exhaustive list of all risks
faced by the Company.
Principal Risks and Uncertainties
Geopolitical and economic risks
The Company and its portfolio are at risk from changes in economic and market
conditions such as from rising interest rates; high inflation; recession; local and global
politics; and disruptive local and global events. These can disrupt trade and supply
chains and cause increased market volatility, which could substantially and adversely
affect the Company’s prospects and the market prices of its investments. Rising
interest rates, high inflation and the threat of recession are all contemporary areas of
concern, together with the war in Ukraine and the related sanctions that have been
imposed.
The opportunity for the Board to mitigate such macro risks is somewhat limited. The
Board and the Investment Manager monitor and discuss the macroeconomic
environment at each Board meeting, along with potential impacts. The Investment
Manager also provides a detailed update on the investments at each meeting,
including, inter alia, developments in relation to the macro environment and trends.
Mitigating factors include the experience and expertise of the Investment Manager,
that the Company’s portfolio, although concentrated, is diversified across a range of
sectors, and that the Company has no leverage and a net cash balance. The sanctions
in relation to the war in Ukraine are not expected to have any direct impact on the
Company, but the Board will continue to monitor developments closely.
Investment objective and strategy
The Company’s investment objective is to provide shareholders with long-term returns
through capital and income growth by investing predominantly in a portfolio of UK
Other Strategic
Report
Information
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Annual Report Strategic Report continued 31
Strategic Report
Other Strategic
Report
Information
listed companies. It is not assured that the objective will be met or that it will continue
to meet investors’ needs. Poor performance or the investment objective losing its
attractiveness to shareholders could result in reputational damage and a widening
discount.
The Board reviews performance at every Board meeting and challenges the
Investment Manager on stock selection and diversification.
The Board also seeks to understand shareholder sentiment with respect to the
investment objective and the strategy being followed with the help of the Company’s
Investment Manager, corporate broker and investor relations & marketing adviser.
Shareholders are provided with an opportunity to vote on the Company’s continuation
every three years. The continuation vote provides a gauge of the attractiveness of the
Company to its shareholders. The most recent continuation vote took place at the
Company’s AGM on 28 June 2022 and was successfully passed with overwhelming
support from shareholders (100% voted in favour).
Risks related to the Investment Manager
The Company’s success is closely dependent on the performance of the Investment
Manager. In addition to the performance of the portfolio, the Company is also exposed
to any potential loss of key personnel from, and the reputation of, the Investment
Manager.
The Investment Manager has a well-defined investment strategy, a proven process
and an extensive track record. The performance and the terms of engagement of the
Investment Manager are reviewed annually by the Management Engagement
Committee on behalf of the Board, in addition to the Board’s ongoing communications,
monitoring and challenge. The Investment Manager also reports regularly to the Board
on personnel changes and other developments.
Service Provider Transition Risk
Although this has abated somewhat since the dates of the transitions, during the
course of the year the Board recognised the risks posed by the transition of a number
of the Company’s service providers: Auditor; Company Secretary and Administrator;
Depositary and Custodian.
Care was taken to minimise the risk through hand-over protocols, communication and
parallel running where possible. The Board continues to monitor the new providers and
plans to conduct a 360º review of all the providers and their interaction later in the
year.
Operational Risks
Also related to the service provider transition, operational risks are considered to be at
a heightened level until the new providers have been in place sufficiently long to prove
themselves. These incorporate, amongst other things, the potential for errors or
irregularities in published information, cyber risks, business continuity risks, and
regulatory risks.
The Audit Committee has received internal controls reports from the relevant service
providers, where available, and has satisfied itself that adequate controls and
procedures are in place to limit any impact on the Company’s operations, particularly
with regard to a financial loss. It has also satisfied itself that they have appropriate
Continued
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32 Annual Report Strategic Report continued
business continuity plans in place. The performance of service providers is reviewed
annually by the Management Engagement Committee. Each service provider’s
contract defines their duties and responsibilities and has safeguards in place including
provisions for termination in the event of a breach or under certain circumstances.
Discount risk
The Board specifically recognises the risk that the price of the Company’s shares may
not reflect their underlying net asset value, which could compromise shareholders’
returns.
The Board, along with its advisers and the Investment Manager, monitors any discount
closely and seeks to enhance share price performance through effective marketing.
The Board also seeks authority from shareholders each year to buy back shares and
will consider doing so if a discount becomes excessive and persistent.
ESG
The Board recognises the risks posed by environmental, social and governance
(“ESG”) factors, particularly with respect to portfolio risks and potential reputational
risk should the Company not meet investor expectations in relation to ESG.
Investment companies are currently exempt from reporting under the Task Force on
Climate-Related Financial Disclosures (“TCFD”) and the Company has not voluntarily
adopted the requirements, but considers ESG factors that might affect portfolio
companies to be an emerging risk area for the Company. The Board and Investment
Manager also recognise the potential opportunity afforded by attention to the wider
climate change agenda. ESG risk assessment is embedded in the Investment
Manager’s due diligence and decision-making process when investing in new
companies and monitored thereafter.
Financial Risks
The Company is exposed to liquidity risk and credit risk arising from the use of
counterparties. If a counterparty were to fail it could adversely affect the Company
through either delay in settlement or loss of assets. The most significant counterparty
to which the Company is exposed is the Depositary, which is responsible for the
safekeeping of the Company’s custodial assets.
Further details on the Company’s financial risks are included in Note 12 to the financial
statements starting on page 92.
The Board reviews the services provided by the Depositary and the internal controls
report of the Custodian to ensure that the security of the Company’s custodial assets
is maintained. The Investment Manager is responsible for undertaking reviews of the
credit worthiness of the counterparties that it uses.
Viability Statement
In accordance with the UK Corporate Governance Code, the Directors have carefully
assessed the Company’s position and prospects as well as the principal risks and have
formed a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the next five financial years to
31December 2027.
Other Strategic
Report
Information
Continued
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Annual Report Strategic Report continued 33
Strategic Report
The Board has chosen a five-year horizon in view of the long-term nature and outlook
adopted by the Investment Manager when making investment decisions.
After making enquiries, the Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence and meet its liabilities as
they fall due for at least five years to 31 December 2027. A continuation vote, as
required by the Company’s Articles, was held on 28 June 2022 and passed with
overwhelming support from shareholders. The next vote is expected to take place at
the Company’s AGM in 2025. The Board and the Company’s advisers will continue to
work closely with shareholders and are confident that the next vote will successfully
pass.
In reaching this conclusion, the Directors have considered each of the principal risks
and uncertainties set out above as well as the following assumptions in assessing the
Company’s viability:
• there will continue to be demand for investment trusts;
• the Board and Investment Manager will continue to adopt a long-term view when
making investments;
• the Company invests principally in the securities of UK listed companies to which
investors will wish to continue to have exposure; and
• regulation will not increase to a level that makes running the Company
uneconomical.
Factors including high inflation, the conflict in Ukraine and any tail risks from the
COVID-19 pandemic were also incorporated into the key assumptions. As part of this
process the Board considered the impact of severe but plausible scenarios, including
the impact of significant market movements, on the Company’s liquidity and solvency,
its income and expenses profile and the non-utilisation of gearing as an instrument as
permitted by the Company’s investment policy. A significant proportion of the
Company’s investments comprise readily realisable securities which could, if
necessary, be sold to meet the Company’s cash requirements.
The Company’s plan to expand by the issue of new share capital is kept under close
and ongoing review by the Board. Portfolio changes and market developments are also
discussed at quarterly Board meetings.
The internal control framework of the Company is subject to formal review on at least
an annual basis. The Audit Committee considered the operational resilience of the
Company’s service providers, and thereby the operational viability of the Company. The
Committee is reassured that all key service providers were operating effectively and to
their normal high service standards.
Outlook
The outlook for the Company is discussed in the Chairman’s Statement on page 6, and
the Investment Manager’s Review on pages 17 to 23.
This Strategic Report was approved by the Board on 20 April 2023.
Farah Buckley
Director
Other Strategic
Report
Information
Continued
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34 Annual Report Governance
Governance
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Annual Report Governance continued 35
Governance
Directors
Lucy Walker
Company Chair
Lucy Walker joined the Board on 2 December 2019 and became Chair of the Company
on 28 June 2022. She is a founder, chair, board director and adviser in investment
management, technology and not-for-profit organisations. She is founder of AM
Insights, afund data platform that lets financial professionals understand their funds
on the go. She is also a director of Henderson International Income Trust plc and the
independent member of the audit and risk committee at SportsAid. She is a former
fund researcher and fund manager at Sarasin & Partners LLP and HSBC Global Asset
Management Limited.
Lady Rachael Robathan
Chair of the Management Engagement Committee and the Nomination &
Remuneration Committee
Lady Robathan joined the Board on 2 December 2019 and served as Audit Committee
chair from then until 8 September 2022, when she became chair of the Management
Engagement Committee and the Nomination & Remuneration Committee.
She was the Leader of Westminster City Council until the elections in May 2022 since
when she has been the Leader of the Opposition. First elected in 2010, she held the
Finance, Property and Housing Cabinet portfolios before becoming Leader. Prior to
this, she worked for 20 years in emerging market investment management at Invesco
and AIB Govett before joining Pictet as part of the UK based Family Office team.
Inaddition, she has been a Director of the National Lottery Community Fund since
June 2015 and is a member of its Remuneration Committee and its Audit & Risk
Committee. She is also a Trustee of Westminster Almshouses Foundation, a sheltered
housing charity, a Director of The Knightsbridge Neighbourhood Forum Limited and
until May 2022 was a Trustee of The Royal Parks and remains a member of the
Investment Committee.
David Stevenson
David Stevenson joined the Board as a non-executive Director on 2 February 2016.
He is a columnist for the Financial Times, Citywire and Money Week and author of
anumber of books on investment matters. He is the chairman of Secured Income
Fund Plc and a non-executive director of Gresham House Energy Storage Fund Plc and
Castelnau Group Limited (Guernsey). He is also a director of ETF Stream Limited and
Stockmarkets Digest Limited. He was the founding director of Rocket Science Group
Holdings Limited and of AltFi Limited, which is now part of ETFStream.com. He has
also been a strategy consultant to a number of asset management firms and
investment banks.
Directors,
Investment
Manager, Other
Service
Providers and
Advisers
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36 Annual Report Governance continued
Farah Buckley
Chair of the Audit Committee
Farah Buckley joined the Board as a non-executive Director on 8 September 2022 and
became chair of the Audit Committee on 27 February 2023.
She has spent over 20 years in financial services across audit, mergers & acquisitions
and private equity and brings extensive experience of growth, innovation and strategy
with a particular focus on technology and ESG.
She is a non-executive director of Caledonia Investments plc, an independent
non-executive director at Lloyds of London managing agent Apollo Syndicate
Management Limited, where she is Chair of the Remuneration and Nominations
Committee, and is an adviser to technology start-up Grafterr. Previous positions
include head of investment solutions at Hermes GPE, a global private equity investor,
and head of UK at Adveq, a Swiss private equity investment firm. She also worked at
boutique corporate finance house McQueen, where she was involved with numerous
deals within the retail, consumer and leisure sectors. She is a chartered accountant,
having qualified with Deloitte. Throughout her career she has a been a member of
committees, including the BVCA (British Private Equity & Venture Capital Association),
the Global Thinkers Forum and Arts for India charity.
Alternative Investment Fund Manager (“AIFM”) and Investment
Manager
Phoenix Asset Management Partners Limited
64-66 Glentham Road
London SW13 9JJ
Telephone: 0208 600 0100
The Company’s Investment manager is Phoenix Asset Management Partners Limited
(“Phoenix”). Phoenix is a specialist fund management company, founded in 1998.
Itmanages the Phoenix UK Fund, which it has managed since 1998, and other
segregated accounts following the same strategy. It has been the Company’s
Investment Manager since 28 January 2016.
Phoenix is a focused and patient investor, aiming to buy a relatively small number of
great businesses, with a high return on capital, pricing power and strong prospects, at
attractive prices and which it expects to hold for very long periods.
Phoenix defines risk as being the potential for a permanent loss of capital, rather than
share price volatility. They see permanent loss of capital as a function of an
insufficiently thorough understanding of a business and the potential threats it faces.
An ongoing monitoring and research programme for every stock in the portfolio seeks
to mitigate this risk.
Although the portfolio is concentrated, Phoenix pay attention to the fundamental
business risks across the holdings, ensuring sufficient diversification and avoiding
duplication and doubling up.
Directors,
Investment
Manager, Other
Service
Providers and
Advisers
Continued
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Annual Report Governance continued 37
GovernanceGovernance
Other Service Providers and Advisers
Website Address: www.aurorainvestmenttrust.com
Registered Number – 03300814
A MEMBER OF THE ASSOCIATION OF INVESTMENT COMPANIES
Company Secretary,
Administrator, Investor
Relations & Marketing
Adviser and Registered
Office
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
Depositary & Custodian
Northern Trust Investor Services Ltd
50 Bank Street
London E14 5NT
Stockbroker
Liberum Capital Limited
25 Ropemaker Street
London EC2Y 9LY
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Directors,
Investment
Manager, Other
Service
Providers and
Advisers
Continued
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Directors’ Report
By Order of the Board
Frostrow Capital LLP
Company Secretary
20 April 2023
38 Annual Report Governance continued
The Directors present their report and Financial statements for the year ended
31December 2022.
Strategic Report
The Directors’ Report should be read in conjunction with the Strategic Report on
pages 2 to 33, including the Principal Risks and Uncertainties faced by the Company.
Corporate Governance
The Corporate Governance Statement on pages 45 to 52 forms part of this report.
Legal and Taxation Status
The Company was incorporated and registered in England and Wales on 10 January
1997 as a public limited company, registered number 03300814. It is an investment
company as defined by section 833 of the Companies Act 2006 and operates as an
investment trust within the meaning of the Corporation Tax Act 2010 (CTA) and the
Investment Trusts (Approved Company) (Tax) Regulations 2011. HM Revenue &
Customs has approved the Company’s status as an investment trust and, in the
opinion of the Directors, the Company has conducted its affairs so as to enable it to
maintain such approval.
The Board and Re-Election of Directors
The Directors of the Company are listed on pages 35 and 36. Lucy Walker, Lady
Rachael Robathan and David Stevenson served throughout the year to 31 December
2022. Lord Flight and The Hon. James Nelson served on the Board from the start of
the year until their retirement at the Company’s AGM on 28 June 2022. Helen
Vaughan and Farah Buckley were both appointed on 8 September 2022. Helen
Vaughan subsequently resigned from the Board of the Company on 27 February 2023
due to a conflict of interest. All Directors are non-executive. In accordance with the
AIC Corporate Governance Code, the entire Board is subject to annual re-election.
Accordingly, resolutions will be put to shareholders to re-elect Lucy Walker, Lady
Rachael Robathan and David Stevenson and to elect Farah Buckley at the Company’s
forthcoming AGM.
The report on Corporate Governance starting on page 45 contains a description of the
Board’s method of operation, its work during the year and that of its Committees and
of how its performance has been evaluated.
Director’s Indemnities and Insurance
Subject to the provisions of the Companies Act 2006 and certain provisions contained
in the deeds of indemnity issued by the Company, the Company will indemnify each of
the Directors against all liabilities which each director may suffer or incur arising out of
or in connection with any claim made or proceedings taken against them, or any
application made under sections 661(3), 661(4) or 1157 of the Companies Act 2006 by
them, on the grounds of their negligence, default, breach of duty or breach of trust, in
relation to the Company or any Associated Company. The indemnities would provide
financial support from the Company after the level of cover provided by the Company’s
Directors’ and Officer insurance policy has been fully utilised.
A policy of insurance against Directors’ and Officers’ liabilities is maintained by the
Company.
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Annual Report Governance continued 39
Governance
Disclosure of information to the auditor
The Directors are listed on pages 35 and 36. The Directors confirm that:
• to the best of each Director’s knowledge and belief, there is no relevant audit
information of which the Company’s auditor is unaware; and
• the Directors have taken all the steps that they ought to have taken as Directors to
make themselves aware of any relevant audit information and to establish that the
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.
Continuation of the Company
The Company’s articles require that a continuation vote is held every three years.
Acontinuation vote was put to shareholders, and passed, on 28 June 2022. Therefore,
the next resolution to approve the continuation of the Company as an investment trust
will be put to shareholders at the AGM to be held in 2025.
Share Capital
The Company’s share capital comprises ordinary shares. There are no other classes of
share. Shares contractually issued to the Investment Manager in lieu of the
Investment Manager’s fees are subject to a three-year lock in period during which the
Investment Manager cannot sell the shares awarded to them. Aside from this, no
special restrictions or obligations apply to any of the Company’s shares. Shareholders
have equal rights with regards to distributions of all kinds in proportion to their
shareholdings. Final dividends are payable subject to approval by shareholders at
general meetings or AGMs; interim dividends can be declared by the Directors and do
not require shareholder approval.
Purchases of the Company’s own ordinary shares may be carried out if the relevant
sanction is given by shareholders. Resolutions at general meetings may be carried by
a show of hands or by poll. Each shareholder present in person or by proxy at a
shareholder’s meeting has one vote, or by poll, each shareholder present in person or
by proxy has one vote for every ordinary share held.
During the year the Company issued to the Investment Manager, 69,738 ordinary
shares at a price of 254.37 pence per share on 31 January 2022 and 19,358 ordinary
shares at a price of 226.40 pence per share on 11 May 2022 (2021: 1,061,130 ordinary
shares at a price of 200.43 pence per share and 229,802 ordinary shares at a price of
230.07 pence per share). These issues during the year were to settle performance
fees earned by the Investment Manager from the Company’s outperformance against
its benchmark in the year to 31 December 2021 pursuant to the terms of the
Company’s Investment Management Agreement with Phoenix Asset Management
Partners Limited and as such are subject to a 36-month lock-in following the date of
issue and afixed three-year clawback period. Further details on the Investment
Manager’s performance fees are disclosed in Note 4, starting on page 88.
The three-year clawback period in relation to the performance fee for the year ended
31 December 2019 ended on 31 December 2022 and this resulted in an entitlement
as at 31 December 2022 to claw back 530,311 shares from the Investment Manager.
These shares were delivered to the Company and were cancelled on 9 January 2023.
Following this cancellation there were 76,078,460 ordinary shares in issue. The
number of ordinary shares with voting rights was also 76,078,460 after the claw back.
Directors’ Report
Continued
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40 Annual Report Governance continued
No performance fee has been earned for the year ended 31 December 2022.
The total ordinary shares that have been issued to the Company’s Investment
Manager since their appointment in 2016 to date, net of the claw back, is 1,380,028.
Discount and Premium Control
The Board aims for the ordinary share price over the long-term to reflect the level and
movement of the Net Asset Value per Ordinary Share. Means by which it is hoped this
can be achieved are as follows:
(i) The Company will use clear and transparent communication that seeks to
attract new and existing investors to invest and keep investing in the
Company.
(ii) Execution of the investment strategy as communicated and the delivery of
excellent long-term investment returns in excess of most peers and the
benchmark.
(iii) The Board intends the Company may buy back its ordinary shares when the
discount to Net Asset Value per Ordinary Share is persistent and it considers
that a share buyback represents the best use of shareholders’ funds.
(iv) The Board intends to issue ordinary shares when the Company’s ordinary
shares trade at a premium to the then prevailing Net Asset Value per Ordinary
Share at a time when, in the opinion of the Board, a further issue of ordinary
shares is in the best interest of shareholders.
Holding Shares in Treasury
The Board monitors on an ongoing basis whether ordinary shares should be
repurchased and, if so, whether they should be held in Treasury or whether they can
and should be sold from Treasury. Any sales of ordinary shares from Treasury are made
at prices not less than the latest available NAV per Ordinary Share at the time of sale.
On 31 December 2022, the clawback period on restricted shares issued to the
Investment Manager in relation to the performance period ended 31 December 2019
ended. 100% of the 530,311 restricted shares originally issued to the Investment
Manager were returned to the Company. These were held in Treasury as at
31December 2022 (2021: nil), but subsequently cancelled on 9 January 2023.
Investment Management Agreement
The Company entered into an Investment Management Agreement with Phoenix on
28 January 2016.
Phoenix does not earn an ongoing annual management fee. Rather, it is paid an annual
performance fee equal to one third of the outperformance of the Company’s NAV per
Ordinary Share total return (including dividends and adjusted for the impact of share
buybacks and the issue of new ordinary shares) over the FTSE All-Share Index (total
return) for each financial year. The Company’s NAV per Ordinary Share return is based on
the weighted number of the ordinary shares in issue and NAV over the relevant period.
The total annual performance fee is capped at 4% per annum of the NAV of the
Company at the end of the relevant financial year, in the event that the NAV per
Ordinary Share has increased in absolute terms over the period, and 2% in the event
that the NAV per Ordinary Share has decreased in absolute terms over the period.
Directors’ Report
Continued
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Annual Report Governance continued 41
Governance
Anyoutperformance that exceeds these caps will be carried forward and only paid if
the Company outperforms, and the annual cap is not exceeded, in subsequent years.
The performance fee is subject to a high-water mark so that no performance fee will
be payable in any year until all underperformance of the Company’s NAV since the last
performance fee was payable has been made up. The performance fee will also be
subject to a clawback if over a rolling period of three years following the end of the last
financial year for which a performance fee was payable the Company underperforms.
Specifically, Phoenix must return a number of shares the value of which equals the
difference between the calculated Performance Fee and the Performance Fee that
would have been earned had the relevant performance period included the lock-in
period.
The performance fee will be paid to Phoenix in ordinary shares (issued at the NAV per
Ordinary Share on the date of issue) and such ordinary shares must be retained by
Phoenix for a minimum period of three years from the date of issue. No performance
fee was earned in the year ended 31 December 2022 (2021:£720,000). Further details
on the performance fees are disclosed in Note4, starting on page88.
Continuing Appointment of the Investment Manager
The Management Engagement Committee has reviewed the position of the
Investment Manager and recommended to the Board that the Phoenix Investment
Management Agreement should be continued. The process of evaluation is described
in the report on Corporate Governance. Having taken into account the long-term
performance of Phoenix, the prospects for the Company and the recommendations of
the Management Engagement Committee, the Board has concluded that continuing
the appointment of Phoenix as Investment Manager on the terms outlined above is in
the best long-term interests of shareholders.
Alternative Investment Fund Managers’ Regulation (“UK AIFMD”)
The Company is classified as an Alternative Investment Fund under UK AIFMD and is
therefore required to have an Alternative Investment Fund Manager (AIFM). Because of
the scale of its overall funds under management, Phoenix is classed as a full-scope
AIFM. This brings the Company into the full scope of UK AIFMD, requiring inter alia the
appointment of a Depositary. 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,
www.phoenixassetmanagement.com, in a document labeled MIFIDPRU Disclosure
that can be found in the Information section, or are available on request from the AIFM.
Company Secretary, Administrator and Investor Relations &
Marketing Adviser
Frostrow Capital LLP provides the Company with all of the usual and necessary
services of an administrator and company secretary and also serves as the Company’s
investor relations & marketing adviser, under an administration and distribution
agreement dated 28September 2022. Under that agreement, which is terminable on
six months notice, Frostrow is entitled to a periodic fee equal to 17.5 basis points per
annum of the Company’s market capitalisation up to (but not including) £150 million
plus 15 basis points per annum on that part of the Company’s market capitalisation in
excess of £150 million.
Directors’ Report
Continued
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42 Annual Report Governance continued
Prior to Frostrow’s appointment, Sanne Fund Services (UK) Limited had been the
company secretary and administrator to the Company. It received a fee of one-twelfth
of £40,000 plus one-twelfth of 0.075% of the Company’s net assets at the end of
each calendar month on net assets up to £100 million and one-twelfth of 0.025% of
net assets thereafter, subject to a minimum fee of £6,500 per month, plus VAT.
Depositary and Custodian
Since 28 September 2022 the positions of Depositary and Custodian to the Company
has been held by Northern Trust Investor Services Ltd. Prior to this these positions
were held by BNP Paribas Securities Services (“BNP”).
Banking
The Company cash balances were held with Northern Trust at 31 December 2022 and
with BNP at 31December 2021. At 31 December 2022 the gross external borrowings
of the Company were £nil (2021: £nil).
Leverage (under UK AIFMD)
The AIFM is required to set a limit as a percentage of net assets for the Company
utilising methods prescribed under UK AIFMD. These methods are known as the gross
method and the commitment method. Under both methods the AIFM has set a
maximum limit of leverage for the Company of 15,000%. This equates to 150x leverage.
The Company’s leverage under each of these methods at its year end is shown below:
Gross method Commitment method
Maximum leverage limit 15,000% 15,000%
Actual leverage at 31 December 2022 94.7% 98.1%
Disclosure Required By Listing Rule 9.8.4
The above rule requires listed companies to report certain information in a single
identifiable section of their annual financial reports. The Company confirms that, other
than the allotment of equity securities (LR 9.8.4(7)) detailed on page90, there is no
information to report under this rule for the year ended 31December 2022.
Retail Distribution of Investment Company Shares
The Company has concluded that the distribution of its ordinary shares, being ordinary
shares in an investment trust, is not restricted as a result of the FCA rules determining
which investment products can be promoted to ordinary retail investors. The Company
conducts its affairs so that there is no bar to a financial adviser recommending the
Company’s ordinary shares to ordinary retail investors when the adviser deems it
appropriate.
Market Information
The Company’s shares are listed on the London Stock Exchange. The market price is
shown daily in the Financial Times. The NAV per Ordinary Share is calculated daily and
released daily to the London Stock Exchange and monthly to the AIC. The Company
subscribes to the website www.trustnet.com, which compares the Company’s
performance to that of its peer group.
Directors’ Report
Continued
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Annual Report Governance continued 43
Governance
Substantial Interests in Share Capital
The Company was aware of the following substantial interests of 3% or more in the
voting rights of the Company as at 31 December 2022 (percentages adjusted for the
claw back of performance fee explained on page 39) and 31 March 2023.
31 March 2023 31 December 2022
Number of % of issued Number of % of issued
Ordinary share Ordinary share
Shareholder shares capital shares capital
Rothschild Wealth
Management 11,068,677 14.5 11,321,189 14.9
RBC Brewin Dolphin 5,948,195 7. 8 6,390,462 8.4
Phoenix Asset Management
Partners 5,418,939 7. 1 4,438,628 5.8
Hargreaves Lansdown 4,064,184 5.3 3,995,507 5.3
Raymond James Investment
Services 3,749,430 4.9 3,759,507 4.9
Interactive Investor 3,439,266 4.5 3,411,620 4.5
Ravenscroft 2,640,293 3.5 2,681,313 3.5
Pictet & Cie, Luxembourg 2,514,231 3.3 2,259,826 3.0
Canaccord Genuity Wealth
Management 2,173,000 2.9 2,744,834 3.6
Evelyn Partners 1,304,166 1. 7 2,604,166 3.4
Greenhouse Gas Emissions
As an Investment Company with no physical assets, property, employees or
operations of its own, the Company does not provide goods or services in the normal
course of its business and nor does it have customers. In consequence, the Company
has no direct 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 (“SECR”). The Company
consumed less than 40,000 kWh of energy during the year and is therefore exempt
from having to report against SECR.
Going Concern
The financial statements have been prepared on the going concern basis. The
Directors have a reasonable expectation, after making enquiries, that the Company
has adequate resources to continue in existence for at least 12 months from the date
of approval of this Annual Report. In reaching this conclusion, the Directors have
considered the liquidity of the Company’s portfolio of investments as well as its latest
financial position and forecast of income and expenses.
As at 31 December 2022, the Company held £5,348,000 (2021: £7,664,000) in cash,
£146,356,000 (2021: £183,237,000) in quoted investments and £2,871,000 (2021:
£3,400,000) in an unquoted investment. The total operating expenses for the year
ended 31 December 2022 were £777,000 (2021: £862,000). It is estimated that 32.2%
of the Company’s latest portfolio could be liquidated in a non-market impacting way
within 7 days, using 25% of historic three-month average daily volume. This approach
is considered conservative as it does not include the Company’s ability to access
liquidity through block trades.
Directors’ Report
Continued
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44 Annual Report Governance continued
The management has assessed the Company’s going concern status under stress
scenarios, which incorporated key assumptions such as significant falls in the
Company’s investment portfolio and investment income. The scenario tests also
factored in high inflation, existing and potential further risks arising from the conflict in
Ukraine, and any tail risks from the COVID-19 pandemic as well as Brexit. A prolonged
and deep market decline could lead to falling investment values or interruptions to
cash flow, however the Company currently has more than sufficient liquidity to meet
any liabilities when they fall due in the foreseeable future. The Board is keeping the
development of external risk factors under close scrutiny and does not believe that
these will have any impact on the Company’s going concern status.
At the date of approval of this Annual Report, based on the aggregate of investments
and cash held, the Board notes that the Company’s cash balance and investments
held are well in excess of the estimated level of liabilities, and the Company has
substantial operating expenses cover.
Annual General Meeting
The Company’s Annual General Meeting (“AGM”) will be held at 25 Southampton
Buildings, London WC2A 1AL on 27 June 2023 at 2 p.m.
The business of the meeting is summarised in some detail in the Explanatory Notes to
the Resolutions on pages 107 to 109 of this Annual Report.
The AGM resolutions include the following items of special business:
Resolution 10 (ordinary resolution) Authority to allot shares.
Resolution 11 (special resolution) Authority to disapply pre-emption rights.
Resolution 12 (special resolution) Authority to repurchase shares.
Resolution 13 (special resolution) Authority to hold General Meetings (other than the
AGM) on at least 14 clear days’ notice.
The full text of the resolutions can be found in the Notice of AGM beginning on
page101.
The Board considers that the proposed resolutions are in the best interests of the
shareholders as a whole. Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of the resolutions to be proposed at the
forthcoming AGM, as the Directors intend to do in respect of their own beneficial
holdings.
By order of the Board
Frostrow Capital LLP
Company Secretary
20 April 2023
Directors’ Report
Continued
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Annual Report Governance continued 45
Governance
Introduction
The Board is committed to maintaining and demonstrating high standards of corporate
governance. The Board has considered the Association of Investment Companies’ Code
of Corporate Governance (the “AIC Code”); the AIC Code addresses the principles and
provisions set out in the UK Corporate Governance Code (the “UK Code”) as well as
setting out additional provisions on issues that are of specific relevance to investment
companies, including the Company.
The Board considers that reporting against the AIC Code, which has been endorsed by
the Financial Reporting Council, provides more relevant information to shareholders.
The AIC Code is available on the AIC website (www.theaic.co.uk) and 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 Company has complied with the AIC Code and the relevant provisions of the
UKCode, except as set out below. The Board considers that the following provisions
are not relevant to the position of the Company, being an externally managed
investment company with no employees. The Company has therefore not reported
further in respect of these provisions.
• Senior Independent Director – Being small in number, the Board has decided not to
nominate a Senior Independent Director.
• Executive Directors – The UK Code includes provisions relating to the role of the
chief executive and executive Directors’ remuneration, the Board considers these
provisions are not relevant to the Company as it does not have any employees and,
as such, it does not have any executive board members.
• Internal Audit function – The UK Code includes provisions for an internal audit
function. For reasons set out in the AIC Code, the Board considers these
provisions are not relevant to the Company as it is an externally managed
investment company. In particular, all of the Company’s day-to-day management
and administrative functions are outsourced to third parties. As a result, the
Company has no internal operations.
Evaluation of Board performance
An externally facilitated Board evaluation exercise was undertaken in 2021, which
culminated in the execution of a succession plan during 2022. During the year, Lord
Flight and The Hon. James Nelson retired from the Board at the Company’s AGM on
28 June 2022. At this juncture Lucy Walker assumed the role of Company Chair and
Lady Rachael Robathan became Chair of the Management Engagement and
Nomination & Remuneration Committees. Later in the year, on 8 September 2022,
two new Directors, Farah Buckley and Helen Vaughan were appointed to the Board.
Helen Vaughan subsequently resigned from the Board after the year end on
27February 2023. Given the quantum of Board changes in the year the Nomination &
Remuneration Committee resolved that the next evaluation exercise will be conducted
late in 2023 when the new roles had bedded down and the new Director will have
been in place for sufficient time to contribute to the evaluation. The 2021 review
included an analysis of the Board’s effectiveness as a whole, the effectiveness of
individual directors and the effectiveness of each Committee, together with strategic
issues, management of risk, the quality of meetings and the composition of the
Board. The latter incorporated consideration of qualifications, skills and experience,
diversity, relationships, engagement with the Investment Manager, governance
matters and the performance of the Chair and the chairs of Committees. Not
withstanding that a formal evaluation exercise did not take place in 2022, the overall
Corporate
Governance
Statement
The Corporate Governance
Statement forms part of the
Directors’ Report
20 April 2023
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46 Annual Report Governance continued
effectiveness of the Board and its Committees was considered early in the year and
anumber of priorities were agreed for the year ahead, including the refreshment of
the Board and shareholder engagement initiatives.
Re-election or Election at the forthcoming AGM
Having considered the appointment of each Board member individually, the Board
regards each to have invaluable experience, knowledge and commitment both within
and outside meetings and strongly recommends that shareholders vote in favour of
each Board member’s re-election or election at the forthcoming AGM.
Independence
The Board has noted the inference of the provisions in the AIC Code that Non-Executive
Directors who sit on the board of other companies managed by the same manager
should be presumed not to be independent. The Board have further noted that,
MrStevenson, as the Company’s nominated representative on the Board of Castelnau
Group Limited, would fall within this definition. However, it is the Board’s assessment
that the provisions in place to manage actual or potential situational conflicts of interest
are sufficiently robust and all of the Directors undertake to always promote the success
of the Company. The Board has concluded that Mr Stevenson continues to demonstrate
independence of character and judgement. His skills and experience have added
significantly to the strength of the Board and his continued service is invaluable to the
long-term success of the Company. The Directors have a broad range of relevant
experience to meet the Company’s requirements as can be seen from their biographies
on pages 35 and 36. In accordance with the Company’s Conflicts of Interest policy (see
page 50), Mr Stevenson will recuse himself from any decisions relating to Castelnau.
The Board believes that during the period ended 31 December 2022 its composition
was appropriate for the Company’s nature and size. All of the Directors are considered
independent of the Investment Manager and are able to allocate sufficient time to the
Company to discharge their responsibilities effectively.
Balance of Skills and Diversity
As described on the previous page under “Evaluation of Board performance”, the
Nomination & Remuneration Committee, on behalf of the Board, conducts areview of
its strengths and weaknesses with the aim of ensuring that there is available a good
balance of attributes that are useful to the direction of the Company, in addition to the
skills and commitment of the Investment Manager.
The Company’s policy on diversity is that the Board should be comprised of directors
who collectively display the necessary balance of professional skills, experience,
length of service and industry knowledge and that appointments to the Board should
be made on merit, against objective criteria, including diversity in its broadest sense.
The objective of the policy is to have a broad range of approaches, backgrounds, skills,
knowledge and experience represented on the Board. The Board believes that this will
make the Board more effective in promoting the long-term sustainable success of
theCompany and generating value for its shareholders by ensuring there is a breadth
of perspectives among the Directors and the capacity to challenge needed to support
good decision-making.
The Board confirms that its members are highly experienced, both generally and in
respect of the direction of an investment trust company, and that the backgrounds and
seniority of the Directors provide the Board with a high overall level of independence.
Corporate
Governance
Statement
Continued
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Annual Report Governance continued 47
Governance
The Board has noted the FCA’s new Listing Rules which require companies to report
against the following diversity targets using prescribed tables:
(a) At least 40% of individuals on the board are women;
(b) At least one of the senior board positions is held by a woman; and
(c) At least one individual on the board is from a minority ethnic background.
The following tables set out the Company’s positions against these targets in
compliance with the rules. Being an externally managed investment company, the
Company does not have the roles of CEO or CFO, nor has the Board appointed
asenior independent director, and therefore, as allowed by the rules, it does not need
to report against target (b) above as it is not applicable. Accordingly, for both tables,
the right hand column, which relates to target (b), is deliberately left blank and other
columns related specifically to executive management have been excluded in entirety.
Each Director volunteered how they wished to be included in the tables.
The Board has chosen to align its diversity reporting reference date with the
Company’s financial year end and proposes to maintain this alignment for future
reporting periods.
(a) Table for reporting on gender identity or sex
Number of
senior
positions on
Number of the board
board Percentage of (CEO, CFO,
As at 31 December 2022 members the board SID and Chair)
Men 1 20
Women 4 80
Not specified/prefer not to say – –
(b) Table for reporting on ethnic background
Number of
senior
positions on
Number of the board
board Percentage of (CEO, CFO,
As at 31 December 2022 members the board SID and Chair)
White British or other White (including
minority-white groups) 4 80
Mixed/Multiple Ethnic Groups – –
Asian/Asian British 1 20
Black/African/Caribbean/Black British – –
Other ethnic group, including Arab – –
Not specified/prefer not to say – –
As explained on page 38 the number of Directors on the Board has reduced to four
since the year end and as at the date of this report the ratios of women to men and of
white british to other ethnic backgrounds have each changed to 75:25.
Corporate
Governance
Statement
Continued
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48 Annual Report Governance continued
Policy with regard to tenure and reappointment
The Directors recognise that independence is not a function of length of service and
that experience is an important attribute within the Board. The Board has noted the
implication of the provisions in the UK Corporate Governance Code that Non-executive
Directors who have served for more than nine years should be presumed not to be
independent. The AIC does not believe that this presumption is appropriate for
investment companies and therefore does not recommend that long-serving directors
be prevented from forming part of the independent majority of an investment trust
board. Accordingly, the Directors may decide to recommend a director with more than
nine years’ service for re-election. In accordance with the AIC Code of Corporate
Governance, Directors stand for re-election annually. The performance of each Director
is appraised by the Nomination & Remuneration Committee annually. The Directors
have appointment letters which do not state any specific term. Notwithstanding the
forgoing, the tenure of each independent non-executive Director, including the Chair, is
not ordinarily expected to exceed nine years.
How the Board operates
The Company does not have any employees. The Board has contractually delegated
the Company’s operations to external agencies, including the Investment Manager for
the management of the Company’s investment portfolio, the depositary (which
includes responsibility for the safeguarding of the Company’s assets), the registrar and
the administrator and company secretary. Each of these contracts was entered into
after full and proper consideration of the quality and cost of services offered, including
the financial control systems in operation in so far as they relate to the affairs of the
Company. The Board reviews these contracts annually.
The Board does not undertake any executive function but is responsible to
shareholders for the overall strategy and performance of the Company. It reviews and
evaluates all aspects of the Company’s performance and all functions performed by
the service providers. The Board has a culture of open and inclusive debate on all
issues and aims to conduct itself responsibly, ethically and fairly in its dealings with
shareholders, service providers and other stakeholders.
A formal schedule of matters reserved for the board has been established covering
strategy; structure and capital; investment objective, policy and limits; gearing;
dividend and corporate governance policy; performance; key contracts; risk; financial
reporting and board membership. This is reviewed annually to ensure compliance with
latest regulatory requirements and best market practice.
A procedure has been adopted for Directors, in the furtherance of their duties, to take
independent professional advice at the expense of the Company.
Division of Responsibility
The AIC Corporate Governance Code requires the Board to agree the responsibilities
of the Chair, Board and Committees and to set them out in writing and make them
publicly available.
Role of the Board
• To set the parameters for monitoring the investment strategy and investment
policy;
• To review the Company’s investment performance;
Corporate
Governance
Statement
Continued
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Annual Report Governance continued 49
Governance
• To consider all strategic policy matters, including share issuance and buy backs,
discount/premium management, corporate governance matters, dividends, gearing
and oversight of the Company’s activities;
• To promote the long-term success of the Company and generate value for
shareholders;
• To establish the Company’s purpose, values and strategy, and satisfy itself that
these and its culture are aligned;
• To ensure the necessary resources are in place for the Company to meet its
objective;
• To establish key performance indicators and to measure performance against
them;
• To establish a framework of prudent and effective controls, which enable risk to be
assessed and managed; and
• To ensure effective engagement with and encourage participation from
shareholders and other stakeholders.
Role of the Chair of the Board
• To provide leadership to the Board;
• To promote high standards of governance;
• To ensure the Board is provided with sufficient information to enable it to discharge
its duties;
• To ensure each Board member’s views are considered and appropriate action
taken;
• To ensure each Committee has the support required to fulfil its duties;
• To ensure the Board assesses and improves its performance, following the advice
of the Nomination & Remuneration Committee;
• To oversee the induction of new Directors and the development of existing
Directors;
• To remain independent of the Investment Manager, whilst providing effective
support, challenge and advice;
• To support other service providers;
• To ensure the Board as a whole has a clear understanding of the views of
shareholders;
• To ensure regular engagement with each service provider; and
• To keep up to date with key developments.
Role of Committees
Audit Committee
• To consider the Company’s risk management;
• To consider the internal control reports of each of the Company’s key service
providers;
• To consider the need for an internal audit;
• To review the Half-yearly and the Annual Report and financial statements and
recommend them to the Board for approval;
• To agree the scope of the external Auditor’s work;
• To approve the remuneration of the external Auditor;
• To consider the external Auditors’ appointment/re-appointment and the Auditor’s
independence and objectivity; and
• To manage the audit tender process.
Management Engagement Committee
• To consider the terms of engagement and continued appointment of the
Investment Manager; and
• To consider the terms of appointment of each of the Company’s service providers
and the continued appointment of each.
Corporate
Governance
Statement
Continued
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50 Annual Report Governance continued
Nomination & Remuneration Committee
• To consider succession planning arrangements;
• To oversee the Board’s appraisal process;
• To consider the engagement of an external board evaluation agency or recruitment
consultant and agree their fees;
• To consider Board appointments/re-appointments;
• To oversee the recruitment process of additional Board members; and
• To consider the Board’s remuneration.
Conflicts of Interest
As required by law, a Director must avoid a situation where they have an interest that
conflicts with the Company’s interests. The Company’s Articles of Association permit
the Directors 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 dealing with conflicted matters is as follows:
• Any Board member so conflicted must recuse themself from the decisions
involving the relevant conflict. As stated earlier, Mr Stevenson will recuse himself
from decisions concerning Castelnau Group Limited;
• 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 decisions the Directors must act in a way they consider, in good faith, will
be most likely to promote the Company’s long-term success and be in the best
interest of the Company’s shareholders.
The Directors have declared any potential conflicts of interest to the Company. These
are entered into the Company’s conflicts of interest register, 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.
Attendance at Board meetings
The Board holds at least four meetings a year. During the year ended 31 December
2022 there were five regular meetings of the Board. Additional ad hoc Board and
committee meetings were held as required for administrative purposes. Directors’
attendance of all meetings is set out below.
Management Ad Hoc
Board Audit Engagement Nomination & Board and
(scheduled) Committee Committee Remuneration Committees
Type and number of
meetings 5 4 1 3 4
Lucy Walker 5 4 1 3 3
Lady Rachael Robathan 5 4 1 3 3
David Stevenson 5 4 1 3 3
Helen Vaughan
1
2 2 1 1 1
Farah Buckley
2
2 2 1 1 1
Lord Flight
3
3 2 – 1 1
The Hon. James Nelson
2
3 2 – 1 1
1
Appointed on 8 September 2022 and resigned from the Board on 27 February 2023.
2
Appointed on 8 September 2022.
3
Resigned from the Board on 28 June 2022.
Corporate
Governance
Statement
Continued
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Annual Report Governance continued 51
Governance
Board Committees
The Board has formed three committees: the Audit Committee, the Management
Engagement Committee and the Nomination & Remuneration Committee. The role,
responsibilities and activities during the year of the Audit Committee are detailed in its
report on pages 60 to 63. Those of the Management Engagement Committee and the
Nomination & Remuneration Committee are shown below.
The Board considers that all of the Directors are independent and so may be members
of each Committee. The main purpose of the Committees in the context of the
Company’s structure is that their existence ensures time is set aside on a formal basis
to cover certain important issues of governance, without those issues obscuring the
flow of general Board business. Each Committee has a separate chair, as detailed
under the separate headings below. The Committees have formal terms of reference,
which are available to shareholders upon request from the Company’s registered
office and can be viewed via the Company’s website at
www.aurorainvestmenttrust.com.
Management Engagement Committee
The Management Engagement Committee considers issues related to the
engagement of the Investment Manager and other service providers, making
recommendations as appropriate to the Board. The Committee considers whether
amounts paid to service providers are appropriate, with particular reference to those
contracted to the Company on a continuing basis, including the Investment Manager,
and whether those contracts should be maintained. Lady Rachael Robathan chairs the
Management Engagement Committee and all of the Directors are members.
The criteria which are taken into consideration when reviewing the performance of the
Investment Manager are as follows:
• The performance of the Company;
• Commitment to the investment trust business generally and to the
Company in particular;
• Investment management skills and experience, track record, use of gearing,
knowledge of currency issues and other investment-related considerations;
• General management skills – understanding of administrative and financial
issues and working relationship with the Administrator/Company Secretary;
• Shareholder relations – consciousness of and commitment to shareholders
and share price awareness; and
• Reasonableness of the Investment Management Agreement – fees, notice
period and duties.
The Management Engagement Committee is also responsible for reviewing the
remuneration and services of the Company’s other service providers.
The Committee met once in 2022 and considered the appraisal of the Investment
Manager and other key service providers.
The Committee concluded that the continued appointment of each of the service
providers, including the Investment Manager, was in the best interest of shareholders.
Nomination & Remuneration Committee
The Nomination & Remuneration Committee has been established to identify and
interview candidates for vacancies on the Board, consider the Board’s remuneration
and undertake Board appraisals. It is established as a principle that this process should
be led by independent Directors. Lady Rachael Robathan chairs the Committee and all
of the Directors are members. The Committee meets at least annually.
Corporate
Governance
Statement
Continued
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52 Annual Report Governance continued
During the year the Committee considered a number of items of business including:
1. Matters arising from the last Board appraisal;
2. Board fees; and
3. The Board recruitment process, which was conducted with assistance from
Trust Associates, an independent search consultant.
Internal Controls and Risk Management
The Board has delegated the review of the effectiveness of the Company’s risk
management and system of internal controls to the Audit Committee, as set out in the
Audit Committee Report on pages 60 to 63. The Board recognises its ultimate
responsibility for the Company’s system of internal controls and accordingly receives
and considers reports from the Audit Committee. The system of internal controls is
designed to manage rather than eliminate the risk of errors and irregularities, so it can
provide only reasonable assurance against material misstatement or loss. The Board
has undertaken a robust review of the Company’s risk management and internal
control framework, which covers financial, operational and compliance controls.
As an externally managed investment company, the Board has contractually delegated
to external agencies the services the Company requires to operate. The Board
continuously monitors the performance of all the principal service providers with a
formal evaluation process being undertaken each year. The Audit Committee, on behalf
of the Board, reviews internal controls reports and key policies (including measures
taken to mitigate cyber risks and disaster recovery procedures) put in place by its
principal service providers.
The Administrator reports separately in writing to the Board concerning risks and
internal control matters within its purview, including internal financial control
procedures, compliance with investment trust rules and secretarial matters,
highlighting any changes that have occurred. Additional ad hoc reports are received as
required and Directors have access at all times to the advice and services of the
Corporate Company Secretary, which is responsible to the Board for ensuring that
Board procedures are followed and applicable rules and regulations are complied with.
Contact with the Investment Manager and the Administrator enables the Board to
monitor the Company’s progress towards its objectives and encompasses an analysis
of the risks involved.
The Board believes that the existing arrangements represent an appropriate control
framework and has concluded that the Company’s risk management and internal
control systems are adequate to meet the needs of the Company.
The Directors’ statement of responsibilities in respect of the accounts is on pages58
and 59, a statement of going concern is on pages 43 and 44, and the report of the
independent auditor is on pages 64 to 71.
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 are set out in the Strategic Report.
By order of the Board
Frostrow Capital LLP
Company Secretary
20 April 2023
Corporate
Governance
Statement
Continued
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Annual Report Governance continued 53
Governance
This Remuneration Report has been prepared in accordance with the requirements of
the Large and Medium-sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013.
Ordinary resolutions for the approval of the Directors’ Remuneration Policy (which
must be put to shareholders at least every three years and is binding) and the annual
Remuneration Policy Implementation Report (which must be put to shareholders every
year and is an advisory vote) will be put to shareholders at this year’s Annual General
Meeting.
The law requires the Company’s Auditor to audit certain disclosures provided in this
report. Where disclosures have been audited, they are indicated as such and the
Auditor’s opinion is included in their report to shareholders on pages 64 to 71.
Directors’ Remuneration Policy
It is the policy of the Board and the Nomination & Remuneration Committee that the
remuneration of non-executive Directors should be fair and should reflect experience,
time commitment and work involved, responsibilities and potential liabilities of the Board
as a whole. The non-executive Directors’ fees are determined within the maximum limit
set out in the Company’s Articles of Association, which currently stands at £250,000 per
year.
The Directors are not eligible for bonuses, pension benefits, share benefits, share
options, long-term incentive schemes or other benefits and fees are not linked to
Director’s individual or collective performance.
There are no arrangements in place with respect to compensation for loss of office (for
whatever reason) or recruitment incentive remuneration and Directors have no
entitlement to any such payments.
No Director has waived or agreed to waive any emoluments from the Company.
Directors are entitled to be reimbursed for any reasonable expenses properly incurred by
them in connection with the performance of their duties and attendance at board,
general and committee meetings.
The Directors’ fees are subject to regular review by the Nomination & Remuneration
Committee having regard to the above factors, the rate of inflation and fee trends in the
investment company sector. Notwithstanding the above, the Company’s Articles also
provide that additional discretionary payments can be made for services which in the
opinion of the Board are outside the scope of the ordinary duties of a Director. Any such
payment would reflect the Board’s assessment of the value to the Company of such
services. The above principles also apply to any new appointments.
The above Directors’ Remuneration Policy is the same in all material respects as that
approved by shareholders in 2020 and it is intended to take effect immediately upon its
approval by shareholders. The Company has no employees and consequently has no
policy on the remuneration of employees. The Board will consider, where raised,
shareholders’ views on Directors’ remuneration.
The Directors do not have service contracts. Directors are appointed under letters of
appointment, copies of which are available for inspection at the registered office of the
Company. These do not state any specific term. In accordance with the AIC Corporate
Governance Code all of the Directors put themselves forward for annual re-election.
Directors’
Remuneration
Report
Lady Rachael Robathan
Chair of the Nomination &
Remuneration Committee
20 April 2023
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54 Annual Report Governance continued
Remuneration Policy Implementation Report
The Nomination & Remuneration Committee considers the framework for the
remuneration of the Directors on an annual basis. It reviews the ongoing
appropriateness of the Company’s remuneration policy and the individual
remuneration of the Directors by reference to the activities and particular complexities
of the Company and in comparison with other companies of a similar structure and
size, also taking into account the inflationary environment. No remuneration
consultants were appointed during the year (2021: none). During its latest review, in
November 2022, the Committee decided to continue the practice adopted in recent
years of incrementing the fees by the annual increase in the Consumer Price Index.
Except that, the fee level for the Company Chair (the Chair of the Company absenting
herself from the room for this discussion) was considered to be behind that of peers
and to not be commensurate with the duties involved. Consequently, the Committee
resolved to increase the Company Chair fee by an additional amount.
Accordingly, with effect from 1 January 2023 the Directors’ fees increased to: £44,200
per annum for the Company Chair; £33,260 per annum for the Audit Committee Chair;
and £28,500 per annum for the other Directors. No additional discretionary payments
were made in the year, nor in the previous year.
No payments were made to former Directors.
Performance
The chart below shows the performance of the Company’s ordinary shares, with
dividends reinvested, compared with that of the FTSE All-Share Index (total return),
which is the Company’s Benchmark, over the past 10 years.
FTSE All-Share Index (total return)
Aurora share price plus dividends reinvested
75
100
125
150
175
200
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Directors’
Remuneration
Report
Continued
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Annual Report Governance continued 55
Governance
Relative importance of spend on pay
The table below shows the proportion of the Company’s income spent on pay.
Year to Year to Change
31 December 31 December Favourable/
2022 2021 (unfavourable)
£’000 £’000 £’000
Revenue income 3,117 2,305 812
Spend on Directors’ fees 136 137 1
Other expenses 630 725 95
Dividends paid to Shareholders 1,409 420 989
The information in the table above is required by the Regulations with the exception of
other expenses, which have been included to show the total operating expenses of
the Company.
Single Total Figure of Remuneration for The Year (Audited)
The fees and expenses paid to the Directors who served during the years ended
31December 2022 and 31 December 2021 were as follows:
31 December 2022 31 December 2021
Percent
Taxable Taxable change
Fees expenses
1
Total Fees expenses
1
Total in fees
£ £ £ £ £ £ %
Lucy Walker
2
34,133 – 34,133 25,964 – 25,964 31.5
Lady Rachael Robathan
3
28,675 – 28,675 28,700 – 28,700 (0.1)
David Stevenson 25,800 183 25,983 24,600 – 24,600 4.9
Helen Vaughan
4
9,479 889 10,368 – – – n/a
Farah Buckley
5
8,124 26 8,150 – – – n/a
Lord Flight
6
17,264 – 17,264 33,800 – 33,800 (48.9)
The Hon. James Nelson
6
12,582 – 12,582 24,600 – 24,600 (48.9)
Total 136,057 1,098 137,155 137,664 – 137,664
1
Taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending
Board and Committee meetings in London. These are reimbursed by the Company and, under HMRC Rules,
are subject to tax and National Insurance and therefore are treated as a benefit in kind within this table.
2
Appointed as Chair of the Company on the retirement of Lord Flight on 28 June 2022.
3
Stepped down from being Chair of the Audit Committee on 8 September 2022.
4
Appointed as a non-executive Director and Chair of the Audit Committee on 8 September 2022, and
resigned from the Board on 27 February 2023.
5
Appointed as a non-executive Director on 8 September 2022 and chair of the Audit Committee on
27February 2023.
6
Resigned from the Board on 28 June 2022.
None of the fees referred to above were paid to any third-party in respect of services
provided by the Directors.
Directors’
Remuneration
Report
Continued
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56 Annual Report Governance continued
Changes in Directors’ Remuneration
2023 2022 2021 2020 2019
Fee Level % Fee % Fee % Fee % Fee
Director (projected) Change Level Change Level Change Level Change Level
Lucy Walker
1
44,200 29.5 34,133 31.5 25,964 6.0 24,500 1,141.8 1,973
Lady Rachael Robathan
2
28,500 –0.6 28,675 –0.1 28,700 0.7 28,500 1,138.6 2,301
David Stevenson 28,500 10.5 25,800 4.9 24,600 0.4 24,500 2.1 24,000
Helen Vaughan
3
n/a – 9,479 – n/a – n/a – n/a
Farah Buckley
4
32,500 300.0 8,124 – n/a – n/a – n/a
Lord Flight
5
n/a – 17,264 -48.9 33,800 0.9 33,500 1.5 33,000
The Hon. James Nelson
6
n/a – 12,582 -48.9 24,600 0.4 24,500 2.1 24,000
1
Appointed as a non-executive Director on 2 December 2019. Appointed Deputy Chair of the Board on
19October 2021. Succeeded Lord Flight as Chair of the Company on 28 June 2022.
2
Appointed as Audit Committee Chair on 2 December 2019. Stepped down from being Chair of the Audit
Committee on 8 September 2022.
3
Appointed as Audit Committee Chair on 8 September 2022. Stepped down from the Board on 27 February
2023.
4
Appointed as a non-executive Director on 8 September 2022. Appointed as Audit Committee Chair on
27February 2023.
5
Chairman of the Company until his retirement on 28 June 2022.
6
Non-executive Director until his retirement on 28 June 2022.
Directors’ Shareholdings (audited)
The Directors’ shareholdings in the Company were:
Ordinary shares of 25p each
as at 31 December
2022 2021
Lucy Walker 12,000 12,000
Lady Rachael Robathan 9,584 –
David Stevenson 18,266 18,266
Helen Vaughan – –
Farah Buckley – –
No changes have been notified to the date of this report.
There are no requirements or formal guidelines in effect for Directors to hold shares in
the Company, although the Board welcomes such holdings. The interests of each
Director includes the interests of connected persons of which the Company is aware.
Connected persons are persons closely associated as defined in the Market Abuse
Regulation.
Statement of shareholder voting
The Company is committed to ongoing shareholder dialogue and takes an active
interest in voting outcomes. Where there are substantial votes against resolutions in
relation to Directors’ remuneration, the reasons for any such vote will be sought and
any actions in response will be detailed in future Directors’ Remuneration Reports.
Directors’
Remuneration
Report
Continued
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Annual Report Governance continued 57
The voting on the last occasions at which the Remuneration Policy Implementation
Report and the Directors’ Remuneration Policy were put to shareholders is set out
below.
Total
Votes Votes Votes Votes
Resolution For % Against % Cast Withheld
Approval on 28 June 2022 of the Remuneration
Policy Implementation Report for the year ended
31 December 2021 30,754,032 99.99 3,992 0.01 30,758,024 24,310
Approval on 18 June 2020 of the Directors’
Renumeration Policy 18,058,233 99.97 5,127 0.03 18,063,360 4,721
Lady Rachel Robathan
Chair of the Nomination & Remuneration Committee
20 April 2023
Governance
Directors’
Remuneration
Report
Continued
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58 Annual Report Governance continued
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial
year. Under that law the Directors have prepared the financial statements in
accordance with UK-adopted International Accounting Standards and in accordance
with those parts of the Companies Act 2006 that apply to those companies reporting
under UK-adopted International Accounting Standards.
Under company law, Directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period. In preparing the financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted International Accounting Standards have
been followed, subject to any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
Under applicable law and regulations, the Directors are responsible for preparing
aStrategic Report, a Directors’ Report, a Corporate Governance Statement and a
Directors’ Remuneration Report which comply with that law and those regulations.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and enable
them to ensure that the financial statements and the Remuneration Report 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 have delegated responsibility to the Investment Manager for the
maintenance and integrity of the Company’s page of the Investment Manager’s
website.
Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Statement of
Directors’
Responsibilities
for the Annual
Report
Farah Buckley
Director
20 April 2023
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Annual Report Governance continued 59
Governance
Directors’ confirmations
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 position and performance, business model and
strategy. Each of the Directors, whose names and functions are listed on pages 35
and 36 confirm that, to the best of their knowledge:
• the Company’s financial statements, which have been prepared in accordance with
UK-adopted international accounting standards and in accordance with those parts
of the Companies Act 2006 that apply to those companies reporting under
UK-adopted international accounting standards, give a true and fair view of the
assets, liabilities, financial position and loss of the Company; and
• the Strategic Report includes a fair review of the development and performance of
the business and the position of the Company, together with a description of the
principal risks and uncertainties that it faces.
For and on behalf of the Board
Farah Buckley
Director
20 April 2023
Statement of
Directors’
Responsibilities
for the Annual
Report
Continued
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60 Annual Report Governance continued
I am pleased to present the Audit Committee’s report to shareholders for the year
ended 31December 2022.
Composition
All of the Directors are members of the Committee.
In accordance with the UK Code, the Chair of the Board should not be a member.
However, the AIC Code permits the Chair to be a member of, but not chair, the
Committee if they were independent on appointment – which the Company Chair was
and in the Board’s view continues to be. In view of the size of the Board, the Directors
feel it is appropriate for her to continue as a member, so that the Committee can
continue to benefit from her experience and knowledge.
The members of the Committee consider that they have the requisite skills and
experience to fulfil the responsibilities of the Committee. The Committee as a whole
has competence relevant to the sector.
Role and Responsibilities
The Committee’s principal functions are:
• to monitor the integrity of the Company’s annual and half-year financial statements
and any announcements relating to the Company’s financial performance and to
challenge judgements and assumptions made in their construction;
• to review the internal controls and risk management systems of the Company and
its third-party service providers;
• to make recommendations to the Board regarding the appointment,
re-appointment or removal of the external Auditor, and to be responsible for
leading an audit tender process at least once every 10 years;
• to have primary responsibility for the Company’s relationship with the external
Auditor, including reviewing the external Auditor’s independence and objectivity as
well as the effectiveness of the external audit process;
• to agree the scope of the external Auditor’s work and to approve their
remuneration; and
• to develop and implement policy on the engagement of the external Auditor to
supply non-audit services and to review and approve any non-audit work to be
carried out by the external Auditor.
Meetings
The Committee meets formally at least twice a year. There were four Committee
meetings during the year ended 31 December 2022. Inaddition, the Committee Chair
met the audit partner for a private discussion on the audit process and was pleased to
conclude that the auditors had nothing significant to bring to her attention.
Committee evaluation
The Committee’s activities fell within the scope of the review of Board effectiveness
performed during the year as mentioned on page 45.
Audit
Committee
Report
Farah Buckley
Chair of the
Audit Committee
20 April 2023
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Annual Report Governance continued 61
Governance
Work of the Audit Committee
During the year ended 31 December 2022 the Committee:
• Reviewed the Audit Committee terms of reference and the Company’s accounting
policies;
• Reviewed and recommended to the Board for Approval the Annual Report and
financial statements for the year to 31 December 2021;
• reviewed and recommended to the Board for Approval the Half-yearly Report for
the six months to 30 June 2022;
• In relation to the financial statements, agreed the valuations of the Company’s
portfolio of investments and considered significant accounting matters including
going concern;
• Considered the Company’s exposure to illiquid investments;
• Met with the external auditor without management present;
• Conducted an audit tender exercise, culminating in the appointment of BDO LLP
as the Company’s external auditor;
• Reviewed and approved the audit plan with respect to the 31 December 2022 year
end audit;
• Discussed and approved the audit fee;
• Reviewed the Company’s key risks and internal controls, including reviewing the
internal control reports of its key service providers; and
• Assessed whether there was a need for an internal audit function.
Internal Controls and Risk Management
The Board has overall responsibility for risk management and for the review of the
internal controls of the Company.
The Audit Committee, on behalf of the Board, reviews the key business, operational,
compliance and financial risks facing the Company. In arriving at its judgement of what
risks the Company faces, the Committee and the Board have considered the
Company’s operations in light of the following factors:
• the nature of the Company, with all management functions outsourced to third
party service providers;
• the nature and extent of risks which it regards as acceptable for the Company to
bear within its overall investment objective;
• the likelihood of such risks crystallising; and
• the Company’s ability to reduce the likelihood and impact of such risk.
A summary of the principal risks facing the Company is provided in the Strategic
Report on pages 30 to 32.
Against this background, a risk matrix has been developed which covers the key risks
the Company faces, the likelihood of their occurrence and their potential impact, how
these risks are monitored and the mitigating controls in place.
The Board has delegated to the Audit Committee responsibility for the review and
maintenance of the risk matrix and it reviews, in detail, the risk matrix each time it
meets, bearing in mind emerging risks and any changes to the Company, its
environment or service providers since the last review. Any significant changes to the
risk matrix are discussed with the whole Board.
There were no changes to the Company’s risk management processes during the year
and no significant failings or weaknesses were identified from the Committee’s most
recent risk review.
Audit
Committee
Report
Continued
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62 Annual Report Governance continued
The Committee reviews internal controls reports from its principal service providers on
an annual basis. The Committee is satisfied that appropriate systems have been in
place for the year under review and up to the date of approval of this report.
Financial statements and significant accounting matters
The Audit Committee considered the following significant accounting issues in relation
to the Company’s financial statements for the year ended 31 December 2022:
Performance Fee and clawback provisions
The Company awarded shares to the Investment Manager in settlement of
performance fees earned over the years ended 31 December 2019, 31 December
2020 and 31 December 2021 and has since clawed back those shares issued in
respect of the 2019 performance fee. The claw back has been treated as having
occurred as at 31 December 2022. The shares clawed back were delivered to the
Company and cancelled shortly after the year end. Performance fees have been
accounted for under IFRS 2 Share-based Payment in the Company’s financial
statements on the basis of accounting advice sought last year. This varies from the
treatment used for the purpose of the unaudited net asset values released daily by the
Company because the Board believes that for that purpose recognising performance
fee charges and subsequent clawback on a liability basis i.e. divergent from IFRS 2,
better represents the related economic impacts and is more informative to investors.
Valuation of investments
The Company holds most of its assets in quoted investments. The valuation of these
investments is the most material matter in the production of the financial statements.
The Audit Committee reviewed the procedures in place for ensuring accurate valuation
of investments and discussed the valuation of the Company’s investments at the year
end with the Investment Manager and the Administrator. The results of the audit in
this area were discussed with the external auditor and there were no significant
issues arising from this.
The Company holds a small proportion of the portfolio in an unquoted company,
Phoenix SG. The valuation of this investment is based on a proportionate share of the
investment’s NAV. The Investment Manager provided valuation recommendations for
the investment in the unquoted company held at the year end and it was discussed
and approved by the Audit Committee. The Company’s unquoted investment in
Phoenix SG Limited is valued by the Investment Manager, but independently reviewed
by Kroll Advisory Ltd.
Going concern
The Audit Committee reviewed the Company’s financial resources and concluded that
it is appropriate for the Company’s financial statements to be prepared on a going
concern basis as described in the Directors’ Report.
Audit
Committee
Report
Continued
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Annual Report Governance continued 63
External Auditor
The Audit Committee conducted a competitive audit tender exercise during the course
of the year. Presentations were received from two audit firms and following due
consideration the Committee recommended to the Board that BDO LLP (“BDO”) be
appointed. The Board duly resolved to appoint BDO and Grant Thornton UK LLP
resigned as the Company’s auditor. Grant Thornton provided a statement explaining
the reasons for its resignation which was posted to shareholders in accordance the
Companies Act 2006.
Chris Meyrick was the audit partner for the financial year under review and he has
confirmed BDO LLP’s willingness to continue to act as Auditor to the Company for the
forthcoming financial year. The appointment of BDO will be put to shareholders at the
forthcoming AGM.
Conclusion with respect to the Annual Report and financial
statements
The Audit Committee has concluded that the Annual Report for the year ended
31December 2022, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Company’s position
and performance, business model, strategy and performance. The Audit Committee
has reported its conclusions to the Board of Directors. The Audit Committee reached
this conclusion through a process of review of the document and enquiries to the
various parties involved in the production of the annual report.
Provision of non-audit services
The Audit Committee has put in place a non-audit service policy to ensure that the
auditor’s independence and objectivity are not impaired. The Company has appointed
Ernst & Young to provide tax compliance services. No non-audit work was performed for
the Company by the auditor during the year ended 31 December 2022 and the
Committee has no current plans to seek any non-audit services from the auditor.
Effectiveness of external audit
The Audit Committee is responsible for reviewing the effectiveness of the external
audit process. The Audit Committee received a presentation of the audit plan from the
external auditor prior to the commencement of the audit and a presentation of the
results of the audit following completion of the main audit testing.
Farah Buckley
Chair of the Audit Committee
20 April 2023
Governance
Audit
Committee
Report
Continued
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64 Annual Report Governance continued
Independent
Auditor’s Report
to the Members
of Aurora
Investment
Trust plc
Chris Meyrick
Senior Statutory Auditor
for and on behalf of
BDO LLP
Statutory Auditor,
Chartered Accountants
London
20 April 2023
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31 December
2022 and of its loss for the year then ended;
• have been properly prepared in accordance with UK adopted international
accounting standards; and
• have been prepared in accordance with the requirements of the Companies
Act2006.
We have audited the financial statements of Aurora Investment Trust plc (the
‘Company’) for the year ended 31 December 2022 which comprise the Income
Statement, the Statement of Financial Position, the Statement of Changes in Equity,
the Cash Flow Statement, and notes to the financial statements, including a summary
of significant accounting policies. The financial reporting framework that has been
applied in their preparation is applicable law and UK adopted international accounting
standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(ISAs (UK)) and applicable law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion. Our audit opinion is consistent with
the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the
Board of Directors on 20 September 2022 to audit the financial statements for the
year ended 31 December 2022 and subsequent financial periods, subject to
shareholder approval. 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. The non-audit services prohibited by that standard were not provided to
the Company.
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 the appropriateness of the Directors’ method of assessing the going
concern in light of market volatility and the present uncertainties in economic
recovery created by the ongoing geo-political issues by reviewing the information
used by the Directors in completing their assessment;
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Annual Report Governance continued 65
Governance
• Assessing the appropriateness of the Directors’ assumptions and judgements
made in their base case and stress tested forecasts including consideration of the
available cash resources relative to forecast expenditure and commitments; and
• Challenging the Directors’ assumptions and judgements made in their forecasts by
performing an independent analysis of the liquidity of the portfolio.
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 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.
Overview
2022
Key audit matters
Valuation and Ownership of listed and 
unlisted investments
Materiality Company financial statements as a whole:
£1.5million based on 1% of net assets as at 31/12/2022
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company’s system of internal control, and assessing the
risks of material misstatement in the financial statements. We also addressed the risk
of management override of internal controls, including assessing whether there was
evidence of bias by the Directors that may have represented a risk of material
misstatement.
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, including 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, and we do not
provide a separate opinion on these matters.
Independent
Auditor’s Report
Continued
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66 Annual Report Governance continued
How the scope of our audit addressed the key
Key audit matter audit matter
We responded to this matter by testing the
valuation and ownership of the whole
portfolio of listed and unlisted investments.
In respect of the listed investments, we
have:
• Obtained direct confirmation from the
custodian regarding the existence and
ownership of all listed investments held
at the balance sheet date.
• Confirmed the year end bid price used
by agreeing to externally quoted prices.
• Recalculated the valuation by multiplying
the number of shares held per the
statement obtained from the custodian
by the valuation per share.
• Assessed if there were contra indicators
such as liquidity considerations, that
would suggest bid price is not the most
appropriate indication of fair value by
considering the realisation period for
individual holdings.
In respect of the unlisted investment, we
have:
• Obtained direct confirmation from the
fund administrator of Phoenix S.G. Ltd.
as to the Company’s equity holding
percentage.
• Considered the appropriateness of the
approach taken to determine the fair
value of Phoenix S.G. Ltd under the
applicable accounting standards.
• Reviewed unaudited financial
statements for Phoenix S.G. and the
independent valuation report provided
by management’s expert, challenged the
financial information and valuation
reports by stress testing the inputs used
in the valuation, and performed our
assessment of independence and
objectivity of management’s expert.
Key observations:
Based on our procedures performed we did
not identify any matters to suggest that the
valuation or ownership of listed or unlisted
equity investments were materially
misstated.
The investment portfolio at
the year-end comprised of
listed Equity investments and
one unlisted Equity
investment held at fair value
through profit or loss.
There is a risk that the prices
used for the listed
investments held by the
Company are not reflective of
fair value and the risk that
errors made in the recording
of investment holdings result
in the incorrect reflection of
investments owned by the
Company.
Determining the fair value of
unlisted investments
(£2.9million) can involve
significant judgement and
estimate.
Therefore we considered the
valuation and ownership of
listed investments to be the
most significant audit area as
the listed investments also
represent the most significant
balance in the financial
statements and underpin the
principal activity of the entity.
For these reasons and the
materiality of the balance in
relation to the financial
statements as a whole, we
considered this to be a key
audit matter.
Valuation and
ownership of listed
and unlisted
investments
(Note 1(c) and Note
2 to the financial
statements)
Independent
Auditor’s Report
Continued
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Annual Report Governance continued 67
Governance
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements. We consider materiality to be the magnitude
by which misstatements, including omissions, could influence the economic decisions
of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance materiality, to
determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial
statements as a whole and performance materiality as follows:
Company Financial Statements
2022
Materiality £1.5million.
Basis for determining materiality 1% of net assets
Rationale for the benchmark applied
As an investment trust, the net asset value
is the key measure of performance for
users of the financial statements.
Performance materiality £1.05million.
Basis for determining performance
70% of materiality
materiality
We also considered the aggregation effect
of planned nature of testing and the overall
size and complexity of the entity.
Rationale for the percentage applied The level of performance materiality
for performance materiality applied was set after having considered
anumber of factors including the expected
total value of known and likely
misstatements and the level of
transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of £75,000. We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative grounds.
Independent
Auditor’s Report
Continued
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68 Annual Report Governance continued
Other information
The directors are responsible for the other information. The other information
comprises the information included in the Annual Report other than the financial
statements and our auditor’s report thereon. 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.
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 pages 43 and 44;
and
• The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and
why the period is appropriate set out on pages 32 and 33.
Going concern and
longer-term
viability
• Directors’ statement on fair, balanced and understandable set
out on page 59;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 30;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control
systems set out on page 52; and
• The section describing the work of the audit committee set
out on page 61.
Other Code
provisions
Independent
Auditor’s Report
Continued
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Annual Report Governance continued 69
Governance
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the
course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to
report on certain opinions and matters as described below.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, 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 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.
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.
Strategic report
and Directors’
report
In our opinion, the part of the Directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Directors’
remuneration
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
• the financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with
the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Matters on which
we are required to
report by
exception
Independent
Auditor’s Report
Continued
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70 Annual Report Governance continued
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.
Extent to which the audit was 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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining and understanding of the Company’s policies and procedures regarding
compliance with laws and regulations.
• We considered the significant laws and regulations to be Companies Act 2006, the
FCA listing and DTR rules, the principles of the AIC Code of Corporate
Governance, industry practice represented by the AIC SORP, the applicable
accounting framework, and qualification as an Investment Trust under UK tax
legislation as any non-compliance of this would lead to the Company losing various
deductions and exemptions from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to underlying supporting
documentation; Enquiries of management and those charged with governance
relating to the existence of any non-compliance with laws and regulations;
• Reviewing minutes of meeting of those charged with governance throughout the
period for instances of non-compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust compliance to check that
the Company was meeting its requirements to retain their Investment Trust Status.
Fraud
We assessed the susceptibility of the financial statements to material misstatement,
including fraud and considered the fraud risk areas to be revenue recognition and
management override of controls.
Independent
Auditor’s Report
Continued
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Annual Report Governance continued 71
Governance
Our procedures included:
• agreement of the financial statement disclosures to underlying supporting
documentation;
• obtaining an understanding of the control environment in monitoring compliance
with laws and regulations;
• enquiries of management and those charged with governance regarding known or
suspected instances of non-compliance with laws and regulation and fraud within
the Company and its operations. We corroborated our enquiries through our review
of board minutes for the year, reviewing correspondence with the relevant
authorities and other evidence gathered during the course of the audit;
• testing the appropriateness of a sample of journal entries in the general ledger by
agreeing to supporting documentation and adjustments made in the preparation of
the financial statements, and reviewing and assessing the accounting estimates
for potential bias;
• the procedures set out in the Key Audit matters section above.
We also communicated relevant identified laws and regulations and potential fraud
risks to all engagement team members who were all deemed to have appropriate
competence and capabilities and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement 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 deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed 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 are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
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.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP Statutory Auditor
55 Baker Street
London
W1U 7EU
20 April 2023
BDO LLP is a limited liability partnership registered in England and Wales (with
registered number OC305127)
Independent
Auditor’s Report
Continued
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72 Annual Report Financial Statements
Financial
Statements
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Annual Report Financial Statements continued 73
Financial Statements
Year ended Year ended
31 December 2022 31 December 2021
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
2 (Losses)/gains on – (40,410) (40,410) – 30,038 30,038
investments
Losses on currency – (17) (17) – (3) (3)
3 Income 3,117 – 3,117 2,305 – 2,305
Total (loss)/income 3,117 (40,427) (37,310) 2,305 30,035 32,340
4 Investment – 2,746 2,746 – (720) (720)
management
performance fee
clawback/(charge)
4 Other expenses (777) – (777) (862) – (862)
(Loss)/profit before 2,340 (37,681) (35,341) 1,443 29,315 30,758
tax
5 Ta x (77) – (77) (30) – (30)
(Loss)/profit 2,263 (37,681) (35,418) 1,413 29,315 30,728
for the year
7 (Losses)/earnings
per share –
basic and diluted 2.95p (49.20)p (46.25)p 1.85p 38.44p 40.29p
The total column represents the Income Statement of the Company, prepared in
accordance with International Financial Reporting Standards (“IFRSs”) as adopted by
the United Kingdom.
The revenue and capital columns, including the revenue and capital earnings per
ordinary share data, are supplementary information prepared under guidance
published by the AIC.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the period.
The Company does not have any other comprehensive income. Therefore, no separate
Statement of Comprehensive Income has been presented.
The notes on pages 78 to 96 form part of these accounts.
Income Statement
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74 Annual Report Financial Statements continued
31 December 31 December
2022 2021
Notes
£’000 £’000
NON-CURRENT ASSETS
2 Investments held at fair value through profit or loss 149,227 186,637
CURRENT ASSETS
Trade and other receivables 310 222
Cash and cash equivalents 5,348 7,664
5,658 7,886
TOTAL ASSETS 154,885 194,523
CURRENT LIABILITIES:
4 Investment management performance fee payable – (174)
Other payable (107) (156)
(107) (330)
NET ASSETS 154,778 194,193
EQUITY
8 Called up share capital 19,152 19,130
Capital redemption reserve 179 179
Share premium account 111,166 110,984
Treasury shares (133) –
8 Other reserve (2,877) (1,271)
8 Capital reserve 24,421 63,155
Revenue reserve 2,870 2,016
TOTAL EQUITY 154,778 194,193
8 Number of Ordinary Shares in issue 76,078,460 76,519,675
9 NAV per Ordinary Share 203.45p 253.78p
The notes on pages 78 to 96 form part of these accounts.
Statement of Financial Position
Approved by the Board of
Directors on 20 April 2023 and
signed on its behalf by:
Farah Buckley
Company no. 03300814
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Annual Report Financial Statements continued 75
Financial Statements
Called up Capital Share Treasury Other Capital Revenue Total
share redemption premium shares reserve reserve reserve
capital reserve account
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Opening equity 19,130 179 110,984 – (1,271) 63,155 2,016 194,193
(Loss)/income for the year – – – – – (37,681) 2,263 (35,418)
4 Performance fee clawback in relation
to performance year 2019 (crystalised)
– – – (133) – (1,053) – (1,186)
4 Performance fee clawback in relation
to performance year 2020 and 2021
– – – – (1,385) – – (1,385)
6 Dividends paid – – – – – – (1,409) (1,409)
8 Issue of new Ordinary Shares 22 – 199 – (221) – – –
Ordinary Share issue costs – – (17) – – – – (17)
Closing equity 19,152 179 111,166 (133) (2,877) 24,421 2,870 154,778
The notes on pages 78 to 96 form part of these accounts.
Statement of Changes in Equity
Year to 31 December 2022
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76 Annual Report Financial Statements continued
Called up Capital Share Other Revenue Total
share redemption premium reserve Capital reserve
capital reserve account reserve
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000
Opening equity 18,776 179 108,438 665 33,840 1,023 162,921
Profit for the year – – – – 29,315 1,413 30,728
4 Performance fee charge for the year – – – 720 – – 720
6 Dividends paid – – – – – (420) (420)
8 Issue of new Ordinary Shares 354 – 2,599 (2,656) – – 297
Ordinary Share issue costs – – (53) – – – (53)
Closing equity 19,130 179 110,984 (1,271) 63,155 2,016 194,193
The notes on pages 78 to 96 form part of these accounts.
Statement of Changes in Equity
Year to 31 December 2021
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Annual Report Financial Statements continued 77
Financial Statements
Restated*
Year to Year to
31 December 31 December
Note 2022 2021
£’000 £’000
Net cash inflow from operating activities 10 2,126 1,493
Investing activities
Payments to acquire non-current asset investments 2 (47,454) (45,142)
Receipts on disposal of non-current asset investments 2 44,455 46,437
Net cash (outflow)/inflow from investing activities (2,999) 1,295
Financing activities
Proceeds from issues of new Ordinary Shares 8 – 297
Ordinary Share issue costs (17) (53)
Dividends paid 6 (1,409) (420)
Net cash outflow from financing activities (1,426) (176)
(Decrease)/increase in cash and cash equivalents (2,299) 2,612
Cash and cash equivalents at beginning of year 7,664 5,055
Losses on currency (17) (3)
CASH AND CASH EQUIVALENTS AT END OF YEAR 5,348 7,664
* Restatement of presentation only. Refer to Note 1L for further details.
The notes on pages 78 to 96 form part of these accounts.
Cash Flow Statement
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78 Annual Report Financial Statements continued
1. Reporting entity
Aurora Investment Trust plc is a closed-ended investment company, registered in
England and Wales on 10 January 1997 with Company number 03300814. The
Company’s registered office is 25 Southampton Buildings, London WC2A 1AL.
Details of the Directors, Investment Manager and Advisers can be found on pages35
to 37.
Basis of Accounting
The financial statements of the Company have been prepared in accordance with
UK-adopted International Accounting Standards and the applicable legal requirements
of the Companies Act 2006.
The annual financial statements have also been prepared in accordance with the AIC
SORP for the financial statements of investment trust companies and venture capital
trusts, except to any extent where it is not consistent with the requirements of IFRS.
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the AIC, supplementary information which
analyses the Income Statement between items of a revenue and capital nature has
been prepared alongside the Income Statement.
The functional currency of the Company is Sterling because this is the currency of the
primary economic environment in which the Company operates. The financial
statements are presented in Sterling rounded to the nearest thousand, except where
otherwise indicated.
Going concern
The financial statements have been prepared on the going concern basis. The
Directors have a reasonable expectation, after making enquiries, that the Company
has adequate resources to continue in existence for at least 12 months from the date
of approval of this Annual Report.
In reaching this conclusion, the Directors have considered the liquidity of the
Company’s portfolio of investments as well as its latest financial positions and forecast
on income and expenses.
As at 31 December 2022, the Company held £5,348,000 (2021: £7,664,000) in cash,
£146,356,000 (2021: £183,237,000) in quoted investments and £2,871,000 (2021:
£3,400,000) in an unquoted investment. The total operating expenses for the year
ended 31 December 2022 were £777,000 (2021: £862,000). It is estimated that 32.2%
of the Company’s latest portfolio could be liquidated in a non-market impacting way
within 7 days, using 25% of historic three-month average daily volume. This approach
is considered conservative as it does not include the Company’s ability to access
liquidity through block trades.
The management has assessed the Company’s going concern status under stress
scenarios, which incorporated key assumptions such as significant falls in the
Company’s investment portfolio and investment income. The scenario tests also
factored in high inflation, existing and potential further risks arising from the conflict in
Ukraine, and any tail risks from the COVID-19 pandemic as well as Brexit. A prolonged
and deep market decline could lead to falling investment values or interruptions to
cash flow, however the Company currently has more than sufficient liquidity to meet
any liabilities when they fall due in the foreseeable future. The Board is keeping the
Notes to the
Financial
Statements
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Annual Report Financial Statements continued 79
Financial Statements
development of external risk factors under close scrutiny and does not believe that
these will any impact on the Company’s going concern status.
At the date of approval of this Annual Report, based on the aggregate of investments
and cash held, the Board notes that the Company’s cash balance and investments
held are well in excess of the estimated level of liabilities, and the Company has
substantial operating expenses cover.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment
being an investment business in accordance with its Investment Objective and Policy.
Significant accounting policies
The accounting policies adopted are described below:
a. Accounting Convention
The accounts are prepared under the historical cost basis, except for the measurement
at fair value of investments and measurement of performance fees awarded.
b. Adoption of new IFRS standards
New standards, interpretations and amendments adopted from 1 January
2022
A number of new standards and amendments to standards are effective for the annual
periods beginning after 1 January 2022. None of these had a significant effect on the
measurement of the amounts recognised in the financial statements of the Company.
New standards and amendments issued but not yet effective
The relevant new and amended standards and interpretations that are issued, but not
yet effective, up to the date of issuance of the Company’s financial statements are
disclosed below. These standards are not expected to have a material impact on the
entity in future reporting periods and on foreseeable future transactions.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify
the requirements for classifying liabilities as current or non-current. The amendments are
effective for annual reporting periods beginning on or after 1 January 2024.
Definition of Accounting Estimates – Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a
definition of ‘accounting estimates’. The amendments are effective for annual reporting
periods beginning on or after 1 January 2023.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice
Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement
2 Making Materiality Judgements. The amendments to IAS 1 are applicable for annual
periods beginning on or after 1 January 2023.
Notes to the
Financial
Statements
Continued
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80 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
1. Reporting entity continued
c. Investments
Investments held at fair value through profit or loss are initially recognised at fair value,
being the consideration given excluding transaction or other dealing costs associated
with the investment. After initial recognition, investments are measured at fair value
through profit or loss. Gains or losses on investments measured at fair value through
profit or loss are included in the Statement of Comprehensive Income as a capital
item and transaction costs on acquisition or disposal of investments are also included
in the capital column of the Statement of Comprehensive Income. For investments
that are actively traded in organised financial markets, fair value is determined by
reference to stock exchange quoted market bid prices at the close of business on the
yearend date. All purchases and sales of investments are recognised on the trade
date, i.e. the date that the Company commits to purchase or sell an asset.
Unquoted investments are measured at fair value, which is determined by the
Directors in accordance with the International Private Equity and Venture Capital
valuation guidelines and IFRS 9. Valuation reports provided by the Investment Manager
of the unquoted investments are used to calculate the fair value where there is
evidence that the valuation is derived using fair value principles that are consistent
with the Company’s accounting policies and valuation methods. Such valuation reports
may be adjusted to take account of changes or events to the reporting date, or other
facts and circumstances which might impact the underlying value.
d. Income from Investments
Investment income from the Company’s investment portfolio is accounted for on the
basis of ex-dividend dates. Income from fixed interest shares and securities is
accounted for on an accruals basis using the effective interest method. Special
Dividends are assessed on their individual merits and are credited to the capital
column of the Statement of Comprehensive Income if the substance of the payment
is a return of capital; with this exception all investment income is taken to the revenue
column of the Statement of Comprehensive Income.
e. Share Capital and Reserves
The share capital represents the nominal value of equity shares.
The share premium account represents the accumulated premium paid for shares
issued above their nominal value less issue expenses.
The capital redemption reserve arises when shares are bought back by the Company or
returned by the Investment Manager under the performance fee clawback arrangement,
and subsequently cancelled, at which point an amount equal to the par value of the
shares is transferred from share capital to this reserve. This reserve is not distributable.
Other reserve represents the combination of the share-based payment expenses in
relation to performance fees, and the restricted shares issued in settlement of
performance fees that are still within the lock-in period.
The capital reserve represents realised and unrealised capital and exchange gains and
losses on the disposal and revaluation of investments and of foreign currency items. In
addition, performance fee costs are allocated to the capital reserve. The amount within
the capital reserve less unrealised gains (those on investments not readily convertible
to cash) is available for distribution. The realised gains within the capital reserve
amounted to £42,863,000 as at 31 December 2022 (2021: £15,234,000). The
Company has no intention to make distributions out of its capital reserve.
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Annual Report Financial Statements continued 81
Financial Statements
The revenue reserve represents the surplus of accumulated revenue profits being the
excess of income derived from holding investments less the costs associated with
running the Company. This reserve may be distributed by way of dividends, if positive.
f. Expenses
All expenses are accounted for on an accruals basis and charged through the revenue
column of the Income Statement except the following:
• expenses that are incidental to the acquisition or disposal of an investment are
charged to the capital column of the Income Statement; and
• expenses are charged to the capital column of the Income Statement where a
connection with the maintenance or enhancement of the value of the investments
can be demonstrated. In this respect the performance fees have been charged to
the Income Statement in line with the Board’s expected long-term returns, in the
form of capital gains, from the Company’s portfolio.
g. Share-based Payment
The Company’s Investment Manager does not receive an on-going investment
management fee and instead receives a performance fee if performance criteria are
satisfied. The performance fee is settled by issuance of the Company’s Ordinary
Shares and therefore recognised as an equity settled share-based payment in
accordance with IFRS 2.
The cost of share-based payments is recognised as an expense in the capital column
of the Income Statement with a corresponding increase in equity reserve (Other
Reserve). The share-based payment expenses are recognised over the period in which
vesting conditions are fulfilled. No expense is recognised for awards that do not
ultimately vest. Awards where vesting is conditional upon a market or non-vesting
condition are treated as vesting irrespective of whether or not the market or
non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
h. Taxation
Current income tax assets and/or liabilities comprise those claims from or obligations
to fiscal authorities relating to the current or prior reporting period that are unpaid at
the year end date.
Deferred income taxes are calculated using the liability method on temporary timing
differences. Deferred tax is generally provided on the difference between the carrying
amounts of assets and liabilities and their tax bases. In addition, tax losses available to
be carried forward as well as other income tax credits are assessed for recognition as
deferred tax assets. Deferred tax assets and liabilities are calculated, without
discounting, at tax rates that are expected to apply at their respective period of
realisation, provided they are enacted or substantively enacted at the year end date.
Deferred tax liabilities are always provided for in full. Deferred tax assets are
recognised to the extent that it is probable that they will be able to be offset against
future taxable income.
Changes in deferred tax assets or liabilities are recognised as a component of tax
expense in the Income Statement, except where they relate to items that are charged
or credited directly to equity.
Notes to the
Financial
Statements
Continued
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82 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
1. Reporting entity continued
i. Foreign Currency
The currency of the primary economic environment in which the Company operates
(the functional currency) is pounds sterling (“sterling”), which is also the
presentational currency of the Company.
Transactions involving currencies other than sterling are recorded at the exchange rate
ruling on the transaction date. At each year end date, monetary items and non-
monetary assets and liabilities denominated in foreign currencies are retranslated at
the closing rates of exchange. Such exchange differences are included in the Income
Statement and allocated to capital if of a capital nature or to revenue if of a revenue
nature. Exchange differences allocated to capital are taken to gains on disposal or
investment holding losses, as appropriate.
j. Cash and Cash Equivalents
Cash and Cash Equivalents comprise cash held at bank and are measured at
amortised cost.
k. Dividends Payable
Dividends payable to equity shareholders are recognised in the Statement of Changes in
Equity when they are paid or have been approved by shareholders in the case of afinal
dividend. Interim dividends payable are recognised in the period in which they are paid.
l. Critical Judgements, Estimations or Assumptions
The Directors have reviewed matters requiring judgements, estimations or
assumptions. The preparation of the financial statements requires management to
make judgements, estimations or assumptions that affect the amounts reported for
assets and liabilities as at the year end date and the amounts reported for revenue and
expenses during the year. However, the nature of the estimation means that actual
outcomes could differ from those estimates.
Performance fees
The performance fee is calculated on Company’s NAV outperformance against its
benchmark. No performance fee is earned by the Investment Manager in the current
financial year. The Company issued 89,096 ordinary shares during the year in
settlement for fees earned in relation to the year ended 31 December 2021 (2021:
1,290,932 ordinary shares in relation to the year ended 31 December 2020). These
issued ordinary shares are subject to a fixed three-year clawback period. If the
outperformance versus the index reverses on the third-year anniversary, subject to
theBoard’s discretion, the shares will be returned and cancelled by the Company.
In measuring the performance fee, the Board has made judgements in relation to the
service period, which it considers to be four years (being the current year of service
plus the further three year period which is the clawback period). The Board has made
the judgement that the performance fee contains a non-market based performance
condition as the hurdle is based on the outperformance of the Company’s NAV against
its benchmark.
However, as the performance fee is calculated as a fixed amount which is settled by
avariable number of shares. The cumulative charge over the four year period will
equate to either the amount calculated at the end of the first year where the
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Annual Report Financial Statements continued 83
Financial Statements
performance of the Investment Manager remains on target, or a lower amount where
it is considered that the clawback will take effect. This is as a result of the performance
fee charge being adjusted during the service period, which is a requirement of IFRS 2
where there is anon-market based performance condition.
The performance fee is recognised on a straight line basis in the Income Statement
and is based on the outcome of the performance fee calculation as stated in the
Investment Management Agreement. This amount excludes the projection of whether
the clawback may occur at the end of the performance period. Clawbacks are adjusted
based on the management’s expectation in terms of the number of restricted shares
that will ultimately vest at each reporting date, and if applicable, credited back to the
Income Statement.
The Board has considered it necessary to make certain judgements in relation to the
recognition and measurement of the performance fee, which it considers are
reasonable and supportable. However, it is acknowledged that if alternative
judgements were made, for accounting purposes, the measurement of the
performance fee charge to the income statement may be significantly different in
timing within the four-year service period.
As at 31 December 2022, performance fees earned in financial years 2020 and 2021
are estimated to be in 100% clawback, resulting in reversal of £1,384,700 cumulatively
charged in the Company’s Income Statements for the years ended 31December 2021
and 31 December 2020.
Cash Flow Statement (presentation for comparative period restated)
In preparing the Company’s Cash Flow Statement for the year ended 31 December
2022, the Directors have made the judgment that purchases and sales of investments
form part of the Company’s investing activities, on the basis that these activities are
intended for the achievement of longer-term shareholder returns, consistent with the
Company’s investment objective.
The Company has re-assessed the previous classification of purchases and sales of
investments as operating activities in the Company’s Cash Flow Statement for the
year ended 31 December 2021. After careful consideration, the Board has concluded
on changing the accounting policy to better reflect the nature of investment activities
and classify purchases and sales of investments as investing activities. As a result, the
presentation of Cash flow Statement for the year ended 31 December 2021 has been
restated with ‘Payments to acquire non-current asset investments’ and ‘Receipts on
disposal of non-current asset investments’ being presented under investing activities
instead of operating activities. This change has no impact on net assets or income in
either the current or the prior year.
Valuation of Unquoted Investments
The Company has an investment in Phoenix SG Limited (“Phoenix SG”), which is
unquoted and classified as a Level 3 investment under the fair value hierarchy. Its fair
value as at 31 December 2022 is £2,871,000 or 1.9% of NAV (2021: £3,400,000 or
1.8% of NAV).
Phoenix SG is valued in accordance with the Company’s accounting policy set out in
1c, using the reported NAV provided by the investment’s underlying fund manager.
Inmaking the judgment that this valuation method is appropriate, the Board has
considered additional information, including an independent valuation review report
produced by Kroll Advisory Ltd, and published financial statements. Whilst the Board
considers the methodologies and assumptions adopted in the valuation of unquoted
Notes to the
Financial
Statements
Continued
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84 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
investments to be supportable, reasonable and robust, because of the inherent
uncertainty of valuation, the values used may differ significantly from the values that
would have been used had a ready market for the investment existed.
A 10% reduction of the unquoted valuation would have a negative impact of £287,000
on the Company’s NAV as at 31 December 2022 (2021: £340,000) and a 10% increase
of the unquoted valuation would have the exact opposite impact.
2. Investments held at Fair Value Through Profit or Loss
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Listed securities 146,356 183,237
Unquoted securities 2,871 3,400
Total non-current investments held at fair value
through profit or loss
149,227 186,637
Movements during the year:
Opening balance of investments, at cost 137,996 137,273
Additions, at cost 47,454 45,142
Disposals – proceeds received or receivable* (44,454) (46,437)
– realised profits 29,419 2,018
– at cost (15,035) (44,419)
Cost of investments held at fair value through profit
or loss at 31 December
170,415 137,996
Revaluation of investments to market value:
Opening balance 48,641 20,621
Unrealised (losses)/gains (69,829) 28,020
Balance at 31 December (21,188) 48,641
Market value of non-current investments held at fair
value through profit or loss at 31 December
149,227 186,637
* 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.
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Annual Report Financial Statements continued 85
Financial Statements
Gains/(losses) on investments
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Realised gains on disposal of investments 29,419 2,018
Movement in unrealised (losses)/gains on investments held (69,829) 28,020
Total (losses)/gains on investments (40,410) 30,038
Realised gains on disposal of investments include £31,433,000 (2021: £nil) gains from
the sale of the Company’s put options on a short sterling future contract in February
2022. The options were purchased as a hedge against inflation and the details were
disclosed in the Investment Management Review and Outlook section of the
Company’s Annual Report and Financial Statement for the year ended 31 December
2021.
Transaction costs on investment purchases and sales for the year ended 31 December
2022 are disclosed as shown in the following table.
Transaction costs
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Transaction costs on purchases of investments 145 123
Transaction costs on sales of investments 38 21
Total transaction costs included in gains or losses on
investments at fair value through profit or loss
183 144
3. Income
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Income from investments:
UK dividends 2,762 2,196
Overseas dividends 332 109
Other income:
Deposit interest 23 –
Total income 3,117 2,305
Notes to the
Financial
Statements
Continued
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86 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
4. Investment Management Performance Fees and Other Expenses
Year ended 31 December 2022 Year ended 31 December 2021
Revenue* Capital Total Revenue* Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management
performance fee
(clawback)/charge
– (2,746) (2,746) – 720 720
Administration fees 187 – 187 161 – 161
Depositary and Custody fees 60 – 60 64 – 64
Registrar’s fees 43 – 43 49 – 49
Directors’ fees 136 – 136 137 – 137
Audit fees* 64 – 64 109 – 109
Printing 18 – 18 30 – 30
Broker’s fees 48 – 48 48 – 48
Professional fees 47 – 47 39 – 39
Public relation fees 71 – 71 90 – 90
Consultancy fees 32 – 32 82 – 82
Miscellaneous expenses 71 – 71 53 – 53
Total other expenses 777 (2,746) (1,969) 862 720 1,582
* All expenses include any relevant irrecoverable VAT. The amounts excluding VAT paid or accrued for the audit
of the Company are £53,000 (2021: £90,000). The year ended 31 December 2021 charge includes prior
year’s overrun costs of £25,000 excluding VAT.
Investment Management Performance Fees
The Company’s Investment Manager does not earn an ongoing annual management
fee, but will be paid an annual performance fee equal to one third of any
outperformance of the Company’s NAV per Ordinary Share total return (including
dividends and adjusted for the impact of share buybacks and the issue of new shares)
over the FTSE All-Share Index (total return) for each financial year.
The total annual performance fee is capped at 4% per annum of the NAV of the
Company at the end of the relevant financial year, in the event that the NAV per
Ordinary Share has increased in absolute terms over the period, and 2% in the event
that the NAV per Ordinary Share has decreased in absolute terms over the period. Any
outperformance that exceeds these caps will be carried forward and only paid if the
Company outperforms, and the annual cap is not exceeded, in subsequent years.
The performance fee is subject to a high-water mark so that no fee will be payable in
any following year until all underperformance of the Company’s NAV since the last
performance fee was paid has been made up.
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Annual Report Financial Statements continued 87
Financial Statements
Performance fees are settled by issuance of the Company’s ordinary shares. Such
ordinary shares are issued at the NAV per Ordinary Share on the date of issue, so that
the then current value of the ordinary shares equates in terms of NAV to the
performance fees calculated at the end of the first relevant financial period.
Any part of the performance fee that relates to the performance of Phoenix SG will be
accrued but will not be paid until such time as the Company’s investment in Phoenix
SG has been realised or is capable of realisation. The position will be reviewed at that
time by reference to the realised proceeds of sale or the fully realisable value of
Phoenix SG as compared to the original cost of acquisition.
Performance fees are calculated annually and if earned, by way of share issuance by
the Company, 80% is settled shortly after the year end date and the remaining 20%
issettled upon approval of the Company’s Annual Report. Shares issued to the
Investment Manager are subject to a 3-year clawback period, during which the
Investment Manager is not entitled to sell, pledge or transfer the shares, but is
entitled to dividends and voting rights. If the Company’s NAV underperforms its
benchmark index on a total return basis, shares issued to the Investment Manager will
be proportionally or entirely clawed back and cancelled by the Company.
Share-based Payment
The performance fee arrangement is recognised as an equity settled share-based
payment under IFRS 2, and the related expenses are charged or credited in the
Income Statement on a straight-line basis over a vesting period of 4 years (1 year of
performance fee calculation period followed by 3 years of clawback period). At the end
each reporting period, the Company reviews cumulative total returns between the
Company’s NAV and its benchmark index, in relation to each performance year in
which a performance fee was earned and adjusts the cumulative charges of
share-based payment expenses accordingly.
No performance fee has been earned during the performance year ended
31December 2022.
The clawback period for the performance fee earned during the year ended
31December 2019 ended on 31 December 2022. The Company’s cumulative NAV
total return underperformed that of the benchmark index over the vesting period. As
aresult, the full £1,361,000 performance fee earned during the year ended
31December 2019 has been reversed and the 530,311 restricted shares originally
issued in settlement of the performance fee earned were returned by the Investment
Manager to the Company. These shares were placed in treasury as at 31 December
2022 and subsequently cancelled on 9 January 2023.
The clawback period for fees earned during the year ended 31 December 2020 and
31December 2021 will end on 21 December 2023 and 31 December 2024,
respectively. As at 31 December 2022, the Company’s cumulative NAV total
returnsfor both performance periods underperformed that of the benchmark index.
Asaresult, expenses previously recognised in the Company’s Income Statement
(£720,000 during the year ended 31 December 2021 and £655,000 during the year
ended 31 December 2020) have fully been reversed.
A total of £2,746,000 clawback credit has been recognised in the Company’s Income
Statement for the year ended 31 December 2022.
Notes to the
Financial
Statements
Continued
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88 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
4. Investment Management Performance Fees and Other Expenses
continued
Share-based Payment Sensitivity Analysis
Performance fee period 31 December 31 December
2020 2021
End date for clawback period 31 December 31 December
2023 2024
As at 31 December 2022 % %
Company cumulative NAV returns (8.9) (5.2)
Cumulative index returns 7. 1 18.7
Underperformance (14.9) (20.1)
Impact on the Company’s loss after tax for the year ended 31 December 2022, if the
Company’s underperformance improved by:
31 December 31 December
In relation to performance fee period 2020 2021
Percentage £’000 £’000
5% nil nil
10% nil nil
15% (30) nil
20% (1,709) nil
5. Taxation
Year to 31 December 2022 Year to 31 December 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Corporation tax – – – – – –
Overseas withholding tax 77 – 77 30 – 30
Tax charge in respect of the
current year
77 – 77 30 – 30
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Annual Report Financial Statements continued 89
Financial Statements
Current taxation
The taxation charge for the year is different from the standard rate of corporation tax in
the UK of 19% (2021:19%). The differences are explained below:
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Total (loss)/income before tax (35,341) 30,758
Theoretical tax at UK corporation tax rate of 19.0%
(2021: 19.0%)
(6,715) 5,844
Effects of:
Capital losses/(gains) that are not taxable 7,678 (5,707)
UK dividends which are not taxable (525) (417)
Overseas withholding tax 77 30
Overseas dividends that are not taxable (63) (21)
Unutilised excess management expenses (375) 301
Tax charge in respect of the current year 77 30
Due to the Company’s status as an investment trust and its intention to continue
meeting the conditions required to maintain its status in the foreseeable future, the
Company has not provided deferred tax on any capital gains and losses arising on the
revaluation or disposal of investments.
Deferred Tax
The Company has £12,385,000 (2021: £13,015,000) in respect of excess unutilised
management expenses, equivalent to a potential tax saving of £3,096,000 (2021:
£3,088,000) at the prospective tax rate of 25% (2021: 25%) and £1,491,000 (2021:
£1,491,000) in respect of loan interest, equivalent to a potential tax saving of
£373,000 (2021: £373,000) at the prospective tax rate of 25% (2021: 25%).
These amounts are available to offset future taxable revenue. A deferred tax asset has
not been recognised in respect of these expenses and will be recoverable only to the
extent that the Company has sufficient future taxable revenue.
6. Ordinary Dividends
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Dividends reflected in the financial statements:
Final dividend paid for the year ended 31 December 2021
at 1.84p per share (2020: 0.55p)
1,409 420
Dividends not reflected in the financial statements:
Final dividend recommended by the Board for the year
ended 31 December 2022 at 2.97p per share (2021: 1.84p) 2,263 1,409
Notes to the
Financial
Statements
Continued
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90 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
7. Earnings Per Share
Earnings per share are based on the loss of £35,418,000 (2021: profit of £30,728,000)
attributable to the weighted average of 76,592,940 (2021: 76,253,921) ordinary shares
of 25p in issue during the year.
Supplementary information is provided as follows: revenue earnings per share are
based on the revenue profit of £2,263,000 (2021: profit of £1,413,000); capital
earnings per share are based on the net capital loss of £37,681,000 (2021: profit of
£29,315,000), attributable to the weighted average of 76,592,940 (2021: 76,253,921)
ordinary voting shares of25p. There is no difference between the weighted average
Ordinary diluted and undiluted number of shares. There is no difference between basic
and diluted earnings per share as there are no dilutive instruments.
8. Share Capital and Reserves
At At
31 December 31 December
2022 2021
Allotted, called up and fully paid (Number) 76,608,771 76,519,675
Ordinary Shares of 25p (£’000) 19,152 19,130
At 31 December 2022, the Company had 76,608,771 (2021: 76,519,675) ordinary
shares in issue. The number of voting shares at 31 December 2022 was 76,078,460,
being the number of ordinary shares in issue less the number of shares held in
treasury (2021: 76,519,675).
Movement on share capital during the period
On 7 February 2022, in settlement for 80% of the performance fees earned during the
year ended 31 December 2021, a total of 69,738 restricted ordinary shares were
issued to the Investment Manager at the prevailing NAV of 254.37p per share.
The remaining 20% of the performance fees earned were settled via a further
issuance of 19,358 restricted ordinary shares at the prevailing NAV of 226.40p per
share on 5 May 2022.
The total value of share issuances in relation to performance fees during the year
ended 31 December 2022 was £221,000 (2021: £2,656,000). These issuances were
non-cash transactions and therefore excluded from the cash flows from financing
activities in the Company’s Cash Flow Statement.
The Company did not purchase any of its own shares during the year ended
31December 2022 or 31 December 2021.
Treasury shares
On 31 December 2022, the clawback period on restricted shares issued to the
Investment Manager in relation to the performance period ended 31 December 2019
ended. All of the 530,311 shares originally issued to the Investment Manager were
returned to the Company and held in Treasury (2021: no shares were held in Treasury).
These shares were subsequently cancelled on 9 January 2023 reducing the shares in
issue to 76,078,460.
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Annual Report Financial Statements continued 91
Financial Statements
Other Reserve
The other reserve balance represents the combination of the cumulative share-based
payment expenses in relation to performance fees, and the restricted shares issued in
settlement of performance fees that are still within the lock-in period.
As at 31 December 2022, cumulative share-based payment expenses included in this
reserve is £nil (2021: £1,385,000).
9. Net Assets Per Ordinary Share
The figure for Net Assets per Ordinary Share is based on £154,778,000 (2021:
£194,193,000) divided by 76,078,460 (2021: 76,519,675) voting ordinary shares in
issue, being the number of ordinary shares in issue less the number of shares held in
treasury (Note 8) at 31 December 2022.
10. Reconciliation of Net Cash Flow from Operating Activities
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
(Loss)/profit after tax (35,418) 30,728
Losses/(gains) on investments 40,427 (30,035)
(Increase)/decrease in other receivables (88) 36
(Decrease)/increase in other payables (49) 41
Investment management fee (clawback)/charge (2,746) 723
Net cash inflow operating activities 2,126 1,493
11. Transactions with Related Parties and Investment Manager
Details of the management, administration and secretarial contracts can be found in
the Directors’ Report.
There were no transactions with directors other than disclosed in the Directors’
Remuneration Report and no fees payable to the Directors were outstanding as at
31December 2022.
Phoenix Asset Management Partners Limited (“Phoenix”), the Company’s AIFM and
Investment Manager, and Castelnau Group Limited (“Castelnau”) are considered as
related parties under the Listing Rules. Details of transactions with Phoenix can be
found in Note 4 beginning on page 86.
As at 31 December 2022, the Company held 13.3% (2021: 13.3%) of the issued share
capital in Castelnau, there have been no transactions with Castelnau during the year and
there were no other balances outstanding with Castelnau as at 31 December 2022.
Notes to the
Financial
Statements
Continued
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92 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
12. Financial Instruments
Investments are carried in the balance sheet at fair value. For other financial assets
and financial liabilities, the balance sheet value is considered to be a reasonable
approximation of fair value.
Financial assets
The Company’s financial assets may include equity investments, fixed interest
securities, short-term receivables and cash balances. The currency and cash-flow
profile of those financial assets was:
2022 2021
Non- Non-
Interest interest Interest interest
bearing bearing Total bearing bearing Total
£’000 £’000 £’000 £’000 £’000 £’000
Non-current equity investments
at fair value through profit or loss:
£ sterling denominated security
holdings
– 128,638 128,638 – 174,726 174,726
€ euro denominated security
holdings
– 10,060 10,060 – 11,911 11,911
$ usd denominated security
holdings
– 10,529 10,529 – – –
– 149,227 149,227 – 186,637 186,637
Cash at bank:
Floating rate – £ sterling 5,250 – 5,250 – 7,561 7,561
Floating rate – € euro 98 – 98 – 103 103
5,348 – 5,348 – 7,664 7,664
Current assets:
Receivables – 310 310 – 222 222
5,348 149,537 154,885 – 194,523 194,523
Cash at bank of £5,348,000 (2021: £7,663,798) is held by the Company’s Depositary,
Northern Trust Investor Services Ltd.
Financial liabilities
The Company finances its investment activities through its ordinary share capital and
reserves. It has discontinued the use of borrowing for such purposes. The Company’s
financial liabilities comprise short-term trade payables. Foreign currency balances are
stated in the accounts in sterling at the exchange rate as at the Balance Sheet date.
There were no short-term trade payables (other than accrued expenses).
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Annual Report Financial Statements continued 93
Financial Statements
Fair Value Hierarchy
Under IFRS13 investment companies are required to disclose the fair value hierarchy
that classifies financial instruments measured at fair value at one of three levels
according to the relative reliability of the inputs used to estimate the fair values.
Classification Input
Level 1 Valued using quoted prices in active markets for identical assets
Level 2 Valued by reference to valuation techniques using observable inputs
other than quoted prices included within Level 1
Level 3 Valued by reference to valuation techniques using inputs that are
not based on observable market data
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.
Year to Year to
31 December 31 December
Classification 2022 2021
£’000 £’000
Level 1 146,356 183,237
Level 2 – –
Level 3 2,871 3,400
Total non-current investments held at ‘FVTPL’ 149,227 186,637
There were no transfers between levels during the year.
The movement on the Level 3 unquoted investments during the year is shown below:
Year to Year to
31 December 31 December
2022 2021
£’000 £’000
Opening balance 3,400 8,066
Disposals during the year – (4,523)
Unrealised (losses)/gains at year end (529) (143)
Closing balance 2,871 3,400
The Level 3 unquoted investment balance represents the Company’s investment in
Phoenix SG Limited (“Phoenix SG”). The fair value estimate is based on the
attributable proportion of the reported net asset value of the Level 3 investment
derived from the fair value of the underlying investments. Valuation reports provided
by the fund manager are used to calculate fair value where there is evidence that the
valuation is derived using fair value principles that are consistent with the Company’s
accounting policies and valuation methods. Such valuation reports may be adjusted to
take account of changes or events to the reporting date, or other facts and
circumstances which might impact the underlying value such as any issues being
highlighted or emphasised in Phoenix SG’s audited financial statements.
Notes to the
Financial
Statements
Continued
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94 Annual Report Financial Statements continued
Notes to the
Financial
Statements
Continued
12. Financial Instruments continued
Fair Value Hierarchy continued
The total fair value attributable to the Company’s investment in Phoenix SG as of
31December 2022 is £2,871,000 (2021: £3,400,000). The Company held 9.4% (2021:
10.3%) of the share capital of Phoenix SG.
Risk Analysis
The general risk analysis undertaken by the Board and its overall policy approach to
risk management are set out in the Strategic Report. Issues associated with portfolio
distribution and concentration risk are discussed in the Investment Policy section of
the Strategic Report. This note, which is incorporated in accordance with accounting
standard IFRS7, examines in greater detail the identification, measurement and
management of risks potentially affecting the value of financial instruments and how
those risks potentially affect the performance and financial position of the Company.
The risks concerned are categorised as follows:
a. Potential Market Risks, which are principally:
i. Currency Risk
ii. Interest Rate Risk and
iii. Other Price Risk.
b. Liquidity Risk
c. Credit Risk
Each is considered in turn below:
A (i) Currency Risk
The portfolio as at 31 December 2022 was invested predominantly in sterling
denominated securities and there was no material currency risk arising from the
possibility of afallin the value of sterling impacting upon the value of investments or
income.
The Company had no foreign currency borrowings at 31 December 2022 or
31December 2021.
The Company does not hedge its currency exposures currently, but under its
investment policy and restrictions, derivative or similar financial instruments can be
employed if considered necessary for the purpose of capital preservation.
Currency sensitivity
The table below shows the impact on the Company’s profit after taxation for the year
ended and net assets as at 31 December 2022, if sterling had strengthened/weakened
by 10% against Euro and USD.
2022 2021
£’000 £’000
Euro (923)/1,129 (1,201)/1,323
USD (957)/1,170 n/a
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Annual Report Financial Statements continued 95
Financial Statements
A (ii) Interest Rate Risk
The Company did not hold fixed interest securities at 31 December 2022 or
31December 2021.
With the exception of cash, no interest rate risks arise in respect of any current asset.
All cash held as a current asset is sterling denominated, earning interest at the bank’s
or custodian’s variable interest rates.
The Company had no borrowings at 31 December 2022 or 31 December 2021.
A (iii) Other Price Risk
The principal price risk for the Company is the price volatility of shares that are owned
by the Company. As described in the Investment Manager’s Review, the Company
spreads its investments across different sectors and geographies, but as shown by
the Portfolio Analysis in the Business Review, the Company may maintain relatively
strong concentrations in particular sectors selected by the Investment Manager.
The Board manages these risks through the use of investment limits and guidelines as
set out in the Company’s investment policy and restrictions, and monitors the risks
through regular financial and compliance reports provided by the Company’s key
service providers.
The effect on the portfolio of a 10.0% increase or decrease in market prices would
have resulted in an increase or decrease of £14,923,000 (2021: £18,664,000) in the
investments held at fair value through profit or loss at the period end, which is
equivalent to 9.6% (2021: 9.6%) in the net assets attributable to equity holders. This
analysis assumes that all other variables remain constant.
B Liquidity Risk
Liquidity Risk is considered to be small, because most of the portfolio is invested in
readily realisable securities. As a consequence, cash flow risks are also considered to
be immaterial. The Investment Manager estimates that, under normal market
conditions and without causing excessive disturbance to the prices of the securities
concerned, 46.6% of the portfolio could be liquidated in a non-market impacting way
within 7 days, based on 25% of average daily volume. This is conservative as it does
not include the ability to access liquidity through block trades.
C Credit Risk
The Company invests in quoted and unquoted equities in line with its investment
objective and policy. The Company’s investments are held by Northern Trust Investor
Services Ltd (“the Depositary”), which is a large and reputable international banking
institution. The Company’s normal practice is to remain fully invested at most times
and not to hold large quantities of cash. At 31 December 2022, cash at bank
comprised £5,348,000 (2021: £7,664,000) held by the Depository.
Credit Risk arising on transactions with brokers relates to transactions awaiting
settlement. This risk is considered to be very low because transactions are almost
always undertaken on a delivery versus payment basis with member firms of the
London Stock Exchange.
Notes to the
Financial
Statements
Continued
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96 Annual Report Financial Statements continued
12. Financial Instruments continued
D Capital management policies and procedures
The Company’s capital management objectives are:
• to ensure the Company’s ability to continue as a going concern; and
• to provide an adequate return to shareholders
by pursuing investment policies commensurate with the level of risk.
The Company considers its capital to be issued share capital and reserves, and monitors
capital on the basis of the carrying amount of equity, less cash and cash equivalents as
presented on the face of the statement of financial position.
The Company sets the amount of capital in proportion to its overall financing structure,
i.e. equity and financial liabilities. The Company does not currently intend to use
gearing, but as set out in its investment objective and policy, borrowings of up to 30%
of the aggregate of the paid-up nominal capital plus the capital and revenue reserves
are permitted.
The Company manages the capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders (within the statutory limits applying to
investment trusts), return capital to shareholders, issue new shares, or sell assets.
13. Post Year End Events
On 31 December 2022, the clawback period on restricted shares issued to the
Investment Manager in relation to the performance period ended 31 December 2019
ended. All of the 530,311 restricted shares originally issued to the Investment
Manager were returned to the Company and held in Treasury. These shares were
subsequently cancelled on 9 January 2023.
Notes to the
Financial
Statements
Continued
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Annual Report Financial Statements continued 97
Financial Statements
An APM is 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. Definitions of these APMs together with how
these measures have been calculated follow:
Discount (APM)
The amount, expressed as a percentage, by which the share price is less that the NAV
per Ordinary Share.
As at As at
31 December 31 December
2022 2021
NAV per Ordinary Share a 203.45 253.78
Share price b 194.50 234.50
Discount (b÷a)-1 (4.4)% (7.6)%
Ongoing charges (APM)
A measure of the regular, recurring annual costs of running an investment company,
expressed as a percentage of average net assets. The measure is calculated by
expressing the regular expenses of the year as a percentage of the average net assets
during the year.
As at As at
31 December 31 December
2022 2021
£’000 £’000
Average NAV a 173,184 175,216
Annualised expenses b 777 862
Ongoing charges figure b÷a 0.45% 0.49%
Total returns (APM)
A measure of performance that includes both income and capital returns. This takes
into account capital gains and reinvestment of dividends paid out by the Company on
its ordinary shares on the ex-dividend date.
31 December 2022 31 December 2021
Share Share
Year ended 31 December NAV price NAV price
Opening at 1 January a 253.78p 234.50p 216.93p 207.00p
Closing at 31 December b 203.45p 194.50p 253.78p 234.50p
Price movement (b÷a)–1 c (19.8)% (17.1)% 17.0% 13.3%
Dividend reinvestment d 0.7% 0.8% 0.1% 0.2%
Total return (c+d) (19.1)% (16.3)% 17.1% 13.5%
Alternative
Performance
Measures
(‘APMs’)
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98 Annual Report Financial Statements continued
AIC Association of Investment Companies.
Alternative Investment An investment vehicle under UK AIFMD. (see below)
Fund or “AIF” and the Company is classified as an AIF.
Alternative Investment A directive agreed by the European Parliament and the
Fund Managers Council of the EU and transposed into UK legislation, the
Regulations UK AIFMD classifies certain investment vehicles, including
(“UK AIFMD”) investment companies, as Alternative Investment Funds
(“AIFs”) and requires them to appoint an Alternative
Investment Fund Manager (“AIFM”) and depositary to
manage and oversee the operations of the investment
vehicle. The Board of the Company retains responsibility for
strategy, operations and compliance and the Directors
retain a fiduciary duty to shareholders.
Annual General A meeting held once a year which shareholders can attend
Meeting or AGM and where they can vote on resolutions put forward at the
meeting and ask directors questions about the company in
which they are invested.
Alternative See definitions of each APM on page 97.
Performance
Measures (‘APMs’)
Articles The Company’s Articles of Association adopted on 10 June
2019.
Company Secretary or Frostrow Capital LLP.
Administrator
Custodian An entity that is appointed to safeguard a company’s assets.
Discount The amount, expressed as a percentage, by which the
share price is less than the net asset value per share.
Depositary Certain AIFs must appoint depositaries under the
requirements of UK AIFMD. A depositary’s duties include,
interalia, safekeeping of the Company’s assets and cash
monitoring. Under UK AIFMD the depositary is appointed
under a strict liability regime.
Dividend Income receivable from an investment in shares.
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 The independent body that regulates the financial services
Authority or “FCA” industry in the UK.
Index A basket of stocks which is considered to replicate
aparticular stock market or sector.
Investment company A company formed to invest in a diversified portfolio of
assets.
Investment Manager Phoenix Asset Management Partners Limited.
Glossary
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Annual Report Financial Statements continued 99
Financial Statements
Investment Trust An investment company based in the UK which meets
certain tax conditions that enable it to be exempt from
UKcorporation tax on its capital gains. The Company is an
investment trust.
Leverage An alternative word for “Gearing”. Under UK AIFMD,
leverage is any method by which the exposure of an AIF is
increased through borrowing of cash or securities or
leverage embedded in derivative positions. Under UK
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.
Liquidity The extent to which investments can be sold at short
notice.
Net assets An investment company’s assets less its liabilities.
Net asset value The Company’s daily published unaudited net assets
per Ordinary divided by the number of ordinary shares in issue
Share (NAV) (excluding any shares held in treasury). This takes into
account any accrued performance fees.
Ordinary Shares The Company’s ordinary shares in issue.
Portfolio A collection of different investments held in order to deliver
returns to shareholders and to spread risk.
Share buyback A purchase of a company’s own shares. Shares can either
be bought back for cancellation or held in treasury.
Share price The price of a share as determined by a relevant stock
market.
Treasury shares A company’s own shares which are available to be sold by
thecompany to raise funds.
Volatility A measure of how much a share moves up and down in
price over a period of time.
Glossary
Continued
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100 Annual Report Notice of Meeting
Notice of Meeting
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Annual Report Notice of Meeting continued 101
Notice of Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any matter referred to in this document or as to the
action you should take, you are recommended to seek your own financial advice
immediately from an independent financial adviser who is authorised under the
Financial Services and Markets Act 2000 (as amended) (“FSMA”) if you are in the
United Kingdom, or from another appropriately authorised independent financial
adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares, please send
this document at once to the purchaser or transferee or to the bank, stockbroker
or other agent through whom or by whom the sale or transfer was made, for
delivery to the purchaser or transferee. However, the distribution of this
document in jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this document comes should
inform themselves about and observe those restrictions. Any failure to comply
with any of those restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Notice is hereby given that the Annual General Meeting of Aurora Investment
Trust plc will be held at 25 Southampton Buildings, London WC2A 1AL on
27June 2023 at 2 p.m.
The AGM is being called for the following purposes:
To consider, and if thought fit to pass, the following resolutions, of which resolutions 1
to 10 inclusive will be proposed as ordinary resolutions and resolutions 11 to 13 will be
proposed as special resolutions.
ORDINARY RESOLUTIONS
1. To receive the Annual Report for the year ended 31 December 2022, including the
financial statements and the directors’ and auditor’s reports thereon.
2. To approve a final dividend of 2.97 pence per share in respect of the year ended
31December 2022.
3. To approve the Directors’ Remuneration Policy.
4. To approve the Remuneration Policy Implementation Report.
5. To re-elect Lucy Walker as a director of the Company.
6. To re-elect Lady Rachael Robathan as a director of the Company.
7. To re-elect David Stevenson as a director of the Company.
8. To elect Farah Buckley as a director of the Company.
9. To re-appoint BDO as auditor to the Company and to authorise the Audit
Committee to fix the auditor’s remuneration.
10. THAT in addition to any pre-existing power to allot or grant rights to subscribe for or
convert any securities into ordinary shares in the Company the directors be and are
hereby generally and unconditionally authorised, pursuant to and in accordance with
section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the
Company to allot ordinary shares in the Company up to a maximum of 20% of the
issued share capital in the Company as at the date of passing this resolution. This
authority shall expire (unless previously varied, revoked or renewed by the Company
in general meeting) 15 months after the date of the passing of this resolution or at
the conclusion of the next Annual General Meeting of the Company after the
passing of this resolution, whichever should first occur, save that the Company may
before such expiry make an offer or enter into an agreement which would or might
require relevant securities to be allotted after such expiry and the directors may allot
relevant securities in pursuance of such an offer or enter into an agreement as if the
authority conferred hereby had not expired.
Frostrow Capital LLP
Company Secretary
Registered Office:
25 Southampton Buildings
London WC2A 1AL
20 April 2023
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102 Annual Report Notice of Meeting continued
SPECIAL RESOLUTIONS
11. THAT, subject to the passing of resolution 10, and in addition to all existing powers,
the directors be and are hereby empowered, pursuant to section 570 of the Act, to
allot equity securities (as defined in section 560 of the Act) for cash either pursuant
to the authority conferred by resolution 10 or by way of a sale of treasury shares,
as if section 561 of the Act did not apply to any such allotment or sale, provided
that this power:
a. shall expire (unless previously varied, revoked or renewed by the Company in
general meeting) 15 months from the passing of this resolution, or at the
conclusion of the next Annual General Meeting of the Company after the passing
of this resolution, whichever is earlier, save that the Company may before such
expiry make an agreement which would or might require relevant securities to be
allotted after such expiry and the directors may allot equity securities (including by
way of sale of treasury shares) as if such expiry had not occurred; and
b. shall be limited to the allotment of equity securities up to a maximum of 20% of
the issued share capital of the Company as at the date of passing this resolution.
12. THAT, in substitution for any pre-existing authority that will have expired on the
date hereof, but without prejudice to the exercise of such authority prior to the
date hereof, 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
ordinary shares of 25p each in the capital of the Company (“ordinary shares”)
provided that:
a. the maximum aggregate number of ordinary shares hereby authorised to be
purchased shall be 14.99% of the issued share capital of the Company at the date
of passing this resolution;
b. the minimum price which may be paid for an ordinary share is 25p;
c. the maximum price which may be paid for an ordinary share is an amount equal to
105% of the average of the middle market quotations for an ordinary share taken
from the Daily Official List of the UK Listing Authority for the 5 business days
immediately preceding the day on which the ordinary share is purchased; and
d. unless varied, revoked or renewed the authority hereby conferred shall expire at
the conclusion of the Annual General Meeting of the Company in 2023 or, if earlier,
on the expiry of 15 months from the passing of this resolution, save that the
Company may at any time prior to such expiry, enter into a contract or contracts to
purchase ordinary shares under such authority which would or might be completed
or executed wholly or partly after the expiration of such authority and may make a
purchase of ordinary shares pursuant to any such contract or contracts as if the
authority conferred hereby had not expired.
13. THAT the period of notice required for general meetings of the Company (other
than Annual General Meetings) shall be not less than 14 days.
By order of the Board
For and on behalf of Frostrow Capital LLP
Company Secretary
25 Southampton Buildings
London WC2A 1AL
20 April 2023
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Annual Report Notice of Meeting continued 103
Notice of Meeting
Notes
1. Proxies
Members are entitled to appoint a proxy to exercise all or any of their rights to attend,
speak and vote on their behalf at the meeting. A member may appoint more than one
proxy provided that each proxy is appointed to exercise the rights attached to a
different share or shares held by that member. A proxy need not be a member of the
Company, but must attend the meeting for your votes to be counted. Appointing the
Chair of the AGM as your proxy will ensure that your votes are cast in accordance with
your wishes.
2. Voting by proxy
Hard copy forms of proxy have not been included with this notice. Members are
strongly urged to vote electronically, by logging onto www.signalshares.com and
following the instructions. However, you can request a hard copy proxy form directly
from our Registrar, Link Group, via telephone on +44 (0) 371 664 0300 or via email at:
shareholderenquiries@linkgroup.co.uk. To be valid, the form of proxy, together with the
power of attorney or other authority (if any) under which it is signed or a notarially
certified or office copy of the same, must be completed and returned to the office of
the Company’s registrar, Link Group, PXS 1, Central Square, 29 Wellington Street,
Leeds LS1 4DL, not later than 2 p.m. on 23June 2023. In the case of a member that
is a company, the instrument appointing a proxy must be executed under its seal or
signed on its behalf by a duly authorised officer or attorney or other person authorised
to sign. Any power of attorney or other authority under which the instrument is signed
(or a certified copy of it) must be included with the instrument.
Members who wish to change their proxy instructions should submit a new proxy
appointment using the methods set out above. Note that the cut-off time for receipt of
proxy appointments (see above) also applies in relation to amended instructions; any
amended proxy appointment received after the relevant cut-off time will be
disregarded. If a member submits more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of proxies will take
precedence. CREST members may register votes by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out below.
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 2 p.m. on 23June 2023 in order to
be considered valid. Before you can appoint a proxy via this process, you will need to
have agreed to Proxymity’s associated terms and conditions. It is important that you
read these carefully as you will be bound by them and they will govern the electronic
appointment of your proxy.
Appointing a proxy will not prevent a member from attending the meeting and voting
in person. If you have appointed a proxy and attend the meeting in person, your
proxy’s appointment will automatically be terminated.
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104 Annual Report Notice of Meeting continued
3. Revoking instructions
In order to revoke a proxy instruction, members will need to inform the Company.
Members should send a signed hard copy notice clearly stating their intention to
revoke a proxy appointment to Link Group, PXS 1, Central Square, 29 Wellington
Street, Leeds LS1 4DL.
In the case of a member that is a company, the revocation notice must be executed
under its common seal or signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other authority under which
the revocation notice is signed (or a duly certified copy of such power of attorney)
must be included with the revocation notice. If a member attempts to revoke their
proxy appointment but the revocation is received after the time for receipt of proxy
appointments then, subject to paragraph 2, the proxy appointment will remain valid.
4. Right to attend and vote
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the
Company specifies that in order to have the right to attend and vote at the meeting (and
also for the purpose of determining how many votes a person entitled to attend and
vote may cast), a person must be entered on the register of members of the Company
at close of business on 23 June 2023 or, in the event of any adjournment, at close of
business on the date which is two business days before the day of the adjourned
meeting. Changes to entries on the register of members after this time shall be
disregarded in determining the rights of any person to attend or vote at the meeting.
5. Corporate members
Any corporation which is a shareholder can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a shareholder
provided that they do not do so in relation to the same shares.
6. Nominated persons
Any person to whom this notice is sent who is a person nominated under section 146
of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may
have a right, under an agreement between him/her and the member by whom he/ she
was nominated, to be appointed (or to have someone else appointed) as a proxy for
the meeting. If a Nominated Person has no such proxy appointment right or does not
wish to exercise it, he/she may have a right, under such an agreement, to give
instructions to the member as to the exercise of voting rights.
The statement of the above rights of the members in relation to the appointment of
proxies does not apply to Nominated Persons. Those rights can only be exercised by
shareholders of the Company.
7. Total number of shares and voting rights
As at 19 April 2023 (being the last practicable business day prior to the publication of
this notice) the Company’s issued share capital consists of 76,078,460 ordinary
shares, carrying one vote each. No shares were held in treasury. The total available
voting rights in the Company as at that date are 76,078,460.
8. Website
Further information regarding the meeting which the Company is required by
section311A of the Companies Act 2006 to publish on a website in advance of the
meeting can be accessed at www.aurorainvestmenttrust.com.
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Annual Report Notice of Meeting continued 105
Notice of Meeting
9. Joint Shareholders
In the case of joint holders, the vote of the senior holder who tenders a vote whether
in person or by proxy shall be accepted to the exclusion of the votes of the other joint
holders and, for this purpose, seniority will be determined by the order in which the
names stand in the register of members of the Company in respect of the relevant
joint holding.
10. CREST Shareholders
Shareholders who hold their shares electronically may submit their votes through
CREST, by submitting the appropriate and authenticated CREST message so as to be
received by the Company’s registrar by not later than 48 hours before the start of the
meeting. Instructions on how to vote through CREST can be found by accessing the
following website: euroclear.com. Shareholders are advised that CREST and the
internet are the only methods by which completed proxies can be submitted
electronically.
If you are a CREST system user (including a CREST personal member) you can appoint
one or more proxies or give an instruction to a proxy by having an appropriate CREST
message transmitted. To appoint one or more proxies or to give an instruction to a
proxy (whether previously appointed or otherwise) via the CREST system, CREST
messages must be received by Link Group (ID number RA10) not later than 48hours
before the start of the meeting. For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp generated by the CREST system) from
which Link Group is able to retrieve the message. CREST personal members or other
CREST sponsored members should contact their CREST sponsor for assistance with
appointing proxies via CREST. For further information on CREST procedures,
limitations and system timings please refer to the CREST manual. The Company may
treat as invalid a proxy appointment sent by CREST in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
11. Withheld votes and votes at discretion
A vote withheld is not a vote in law, which means that the vote will not be counted in
the calculation of votes for or against the resolutions. If no voting indication is given,
aproxy may vote or abstain from voting at their discretion. A proxy may vote (or
abstain from voting) as they think fit in relation to any other matter that is put before
the meeting.
12. Questions
Any member attending the AGM has the right to ask questions. The Company must
cause to be answered any such question relating to the business being dealt with at
the AGM but no such answer need be given if: (a) to do so would interfere unduly with
the preparation for the AGM or involve the disclosure of confidential information;
(b)the answer has already been given on a website in the form of an answer to a
question; or (c) it is undesirable in the interests of the Company or the good order of
the AGM that the question be answered.
Questions may be tendered ahead of the meeting, by email to: ARR@frostrow.com, or
by writing to the Company Secretary at the Company’s Registered address, which is
set out on page 37.
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106 Annual Report Notice of Meeting continued
13. Website statements from Shareholders
Under section 527 of the Companies Act 2006, members meeting the threshold
requirements set out in that section have the right to require the Company to publish
on a website a statement setting out any matter relating to:
(i) the audit of the Company’s accounts (including the Auditor’s report and the
conduct of the audit) that are laid before the meeting; or
(ii) any circumstance connected with an Auditor of the Company ceasing to hold
office since the previous meeting at which annual accounts and reports were
laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the members requesting any such website publication
to pay its expenses in complying with sections 527 or 528 of the Companies
Act2006. Where the Company is required to place a statement on a website under
section 527 of the Companies Act 2006, it must forward the statement to the
Company’s Auditor not later than the time when it makes the statement available on
the website. The business which may be dealt with at the meeting includes any
statement that the Company has been required under section 527 of the Companies
Act 2006 to publish on a website.
14. Shareholder resolutions
Under sections 338 and 338A of the Companies Act 2006, members meeting the
threshold requirements in those sections have the right to require the Company:
(i) to give, to members of the Company entitled to receive notice of the meeting,
notice of a resolution which may properly be moved and is intended to be
moved at the meeting; and/or
(ii) to include in the business to be dealt with at the meeting any matter (other
than a proposed resolution) which may be properly included in the business.
A resolution may properly be moved or a matter may properly be included in the
business unless:
(a) (in the case of a resolution only) it would, if passed, be ineffective (whether by
reason of inconsistency with any enactment or the Company’s constitution or
otherwise);
(b) it is defamatory of any person; or
(c) it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic form, and must identify the
resolution of which notice is to be given or the matter to be included in the business,
must be authorised by the person or persons making it, must be received by the
Company not later than 16 May 2023, being the date six clear weeks before the
meeting, and (in the case of a matter to be included in the business only) must be
accompanied by a statement setting out the grounds for the request.
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Annual Report Notice of Meeting continued 107
Notice of Meeting
Explanatory Notes to the Resolutions
Resolution 1 – To receive the Annual Report
The principal purpose for an annual general meeting is for members to formally
receive the Company’s annual report and financial statements. The Annual Report for
the year ended 31 December 2022, incorporating the financial statements and this
Notice of Meeting, will be presented at the AGM and shareholders will have the
opportunity to ask questions relating to it.
Resolution 2 – Dividend
The Board has recommended the payment of a final dividend to shareholders in
respect of the year ended 31 December 2022 of 2.97 pence per share in accordance
with the Company’s Dividend Policy and as required for maintaining investment trust
status. Itis necessary for shareholders to approve a final dividend before it is paid.
Resolution 3 – Directors’ Remuneration Policy
It is mandatory for listed companies to put their Directors’ Remuneration Policy to
abinding shareholder vote at least every three years. The Directors’ Remuneration
Policy is set out on page 53 of this Annual Report.
Resolution 4 – Remuneration Policy Implementation Report
It is mandatory for listed companies to put their report on the implementation of the
remuneration policy to an advisory shareholder vote every year. The Remuneration
Policy Implementation Report is set out on page 54 of this Annual Report.
Resolutions 5 to 8 – Re-election and Election of Directors
Resolutions 5 to 8 deal with the re-election and election of the Directors. Biographies
of each of the Directors can be found on pages 35 and 36 of this Annual Report.
Specific reasons why (in the Board’s opinion) each Directors’ contribution is, and
continues to be, important to the Company’s long-term sustainable success are as
follows:
Lucy Walker
Lucy brings deep investment management experience, enabling her to engage with
the Investment Manager on portfolio and strategy, as well as a first-hand
understanding of the Company’s investor base.
Lady Rachael Robathan
Rachael has over 20 years’ experience as an investment manager as well as a broad
range of skills from her leadership of a major Local Authority and other Board roles.
David Stevenson
David has extensive fintech and financial services experience and as an investment
columnist for over 20 years has a deep understanding of the Company’s investor base.
He spends a vast amount of time talking to investors, both professional and private,
about funds and asset allocation. He is additionally a very experienced fund non-
executive director and chair.
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108 Annual Report Notice of Meeting continued
Farah Buckley
Farah has over 20 years’ experience in financial services across audit, mergers and
acquisition and private equity. She has a deep understanding of investment
performance, ESG and technology which broadens and complements the other
Directors in their oversight of the investment activities of the Company, benefitting the
activities of the Board and the Company.
Resolution 9 – Re-appointment of Auditor and the determination of their
remuneration
Resolution 9 is for the re-appointment of BDO LLP as the Company’s independent
Auditor to hold office until the next AGM of the Company and also authorises the
AuditCommittee to set their remuneration. Following the implementation of the
Competition and Markets Authority order on Statutory Audit Services, only the
AuditCommittee may negotiate and agree the terms of the Auditor’s service agreement.
Resolutions 10 and 11 – Issue of Shares
Ordinary Resolution 10 in the Notice of Annual General Meeting is to renew the
authority to allot new ordinary shares up to an aggregate of 20% of the Company’s
existing issued share capital at the date of the Annual General Meeting. This authority
(if granted) will expire on the date of the next Annual General Meeting or after a period
of 15 months from the date of the passing of the resolution, whichever is earlier. This
means that the authority will have to be renewed at the next Annual General Meeting
unless previously renewed.
When shares are to be allotted, Section 551 of the Companies Act 2006 (the “Act”)
provides that existing shareholders have pre-emption rights and that the new shares
must be offered first to such shareholders in proportion to their existing holding of
shares. However, shareholders can, by special resolution, authorise the Directors to
allot shares otherwise than by a pro rata issue to existing shareholders. Special
Resolution 11 will, if passed, give the Directors power to allot (and/or sell from
treasury) for cash equity securities up to the equivalent of 20% of the Company’s
existing share capital, as if Section 551 of the Act does not apply. This is the same
nominal amount of share capital that the Directors are seeking the authority to allot
pursuant to Resolution 10. This authority will also expire on the date of the next Annual
General Meeting or after a period of 15 months, whichever is earlier. This authority will
not be used in connection with a rights issue by the Company.
The Directors intend to use the authority given by Resolutions 10 and 11 to allot
shares and disapply pre-emption rights only in circumstances where this will be clearly
beneficial to shareholders as a whole. The issue proceeds would be available for
investment in line with the Company’s investment policy. No issue of shares will be
made which would effectively alter the control of the Company without the prior
approval of shareholders in general meeting.
Resolution 12 – Share Repurchases
The principal aim of a share buy-back facility is to enhance shareholder value by
acquiring shares at a discount to net asset value, as and when the Directors consider
this to be appropriate. The purchase of shares when they are trading at a discount to
net asset value per share should result in an increase in the net asset value per share
for the remaining shareholders. This authority, if conferred, will only be exercised if to
do so would result in an increase in the net asset value per share for the remaining
shareholders and if it is considered to be in the best interests of shareholders
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Annual Report Notice of Meeting continued 109
Notice of Meeting
generally. Any purchase of shares will be made within guidelines established from
time to time by the Board.
Under the current Listing Rules, the maximum price that may be paid on the exercise
of this authority must not exceed the higher of (i) 105% of the average of the middle
market quotations for the shares over the five business days immediately preceding
the date of purchase and (ii) the higher of the last independent trade and the highest
current independent bid on the trading venue where the purchase is carried out. The
minimum price which may be paid is 1 penny per share.
Special Resolution 12 in the Notice of Annual General Meeting seeks to renew the
authority to purchase in the market a maximum of 14.99% of shares in issue
(amounting to 11,952,000 shares at the date of this Annual Report). The authority
(ifgranted) will expire on the date of the next Annual General Meeting or after a period
of 15 months from the date of passing of the resolution, whichever is earlier. This
means in effect that the authority will have to be renewed at the next Annual General
Meeting or earlier if the authority has been exhausted.
Resolution 13 – General Meetings
Special Resolution 13 seeks shareholder approval for the Company to hold General
Meetings (other than the AGM) on 14 clear days’ notice, which is the minimum notice
period permitted by the Companies Act 2006. This is a routine resolution necessitated
by the EU Shareholder Rights Directive, which has been transcribed into UK law.
The Company will only use this shorter notice period where it is merited by the
purpose of the meeting and will endeavour to give at least 14 working days’ notice if
possible.
Recommendation
The Board considers that the resolutions relating to the above items are in the best
interests of shareholders as a whole. Accordingly, the Board unanimously
recommends to shareholders that they vote in favour of the above resolutions, as the
Directors intend to do in respect of their own beneficial holdings totalling
39,850shares.
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