CQS Natural
Resour
ces Gr
o
wth
and Income PL
C
Annual Report
30 June 2022
FY 2022 - Highlights
Pr
oviding
shar
eholders with capital gr
owth
and inc
ome pr
edominantl
y fr
om a portf
olio of
mining and r
esour
c
e equities and of mining,
r
esour
c
e and industrial fix
ed income
securities.
+20.6%
Net asset v
alue
T
otal r
eturn
+14.7%
Shar
e pric
e
T
otal r
eturn
+1.0%
Composite benchmark
T
otal r
eturn
+17.1%
Net asset v
alue
Capital r
eturn
+9.0%
Shar
e pric
e
Capital r
eturn
3.2%
Dividend yield
C
QS Natural Resour
c
es Gr
owth and Income PL
C
Our Objective
T
o pr
ovide shar
eholders
with capital gr
owth and
inc
ome pr
edominantl
y
fr
om a portf
olio of mining
and r
esour
ce equities
and of mining, r
esour
ce
and industrial fix
ed
inter
est securities.
Contents
4
Why
Invest?
Strategic Report
5
Financial
Highlights
6
Chairman’
s
Statement
7
Investment Manager’
s Review
9
T
op T
en Larges
t Holdings
11
Classific
ation of Investment P
ortfolio
11
Classific
ation by Sector
11
Classific
ation by Stock Mark
et Quotation
12
Investment
P
ortfolio
17
Strategic
Re
view
20
Envir
onmental, Social and Governance (“ESG”)
Statement
22
Stak
eholder Inter
ests (s. 172 stat
ement)
Dir
ectors’ Reports and Gov
ernance Reports
24
Boar
d of Director
s and Investment Manager
26
Dir
ectors
Report
30
Statement of Dir
ectors
’ Responsibilities
31
Statement of Corpor
ate Gov
ernance
34
Report of the Audit Committee
36
Dir
ectors
’ Remuneration Report
Auditor’
s Report
38
Independent Auditor’
s Report to the Members
of CQS Natural Resour
ces Gr
owth and Income
P
LC
Financial Statements
43
Statement of Compr
ehensive Income
44
Balance
Sheet
45
Statement of Changes in Equity
46
Cash Flow St
atement
47
Notes to the Financial Stat
ements
General Inf
ormation and Annual General Meeting
61
Glos
sary of T
erms and Definitions
62
Notice of Annual General Meeting
65
Report of the UK Investment Adviser Relating t
o
Matters under the Alt
ernative Inves
tment Fund
Managers
’ Directive
67
Corporate
Inf
ormation
4
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Why Inves
t?
Investment objectiv
e
T
o provide shar
eholders with capital gr
owth and income pr
edominantly fr
om a portfolio of mining and r
esource equities and of mining, r
esourc
e
and industrial fixed int
erest securities.
Investment appr
oach
The Company activel
y invests in gl
obal energy and mining companies, with a f
ocus on total return, but it also pays a healthy dividend. The
fle
xible mandate allows the Company t
o shift its portfolio weighting between ener
gy and mining, with the aim of maximising r
eturns depending
on the point in the cycl
e, whilst pr
oviding relativ
e value opportunities.
The closed end structur
e is well suited to all
owing the investment management team to focus on the bes
t returns pr
ofile, rather than liquidity
as is the case with ETF’
s. The nature of this focus r
esults in the Company holding a large pr
oportion in names that fall just bel
ow major index or
ETF inclusion, adding additional upside potential should they bec
ome included. The portfolio is inves
ted mostly in pr
oducers, with str
ong
earnings pr
ofiles and mark
et caps around £300m t
o £2bn, although also below and abo
ve this range. The majority of holdings ar
e listed in
North America or Austr
alia.
Investment Management T
eam
The managers have c
onsiderabl
e experience in the sector
. Keith Watson, having studied applied physics, has f
ocused on resour
ces since 1992,
whilst Robert Crayf
ourd, a geologis
t, has invested in the sect
or since 2004. Ian Francis has many y
ears of experienc
e in investing in the
high-yield fixed inter
est sector
.
The Investment Pr
ocess
The investment pr
ocess invol
ves l
ever
aging the macr
o understanding fr
om being at CQS, a $17.7bn asset manager
, supporting commodity
alloc
ation decisions with hundr
eds of meetings a year with r
espective companies, as well as ext
ensive historic
al knowledge on assets gl
obally
,
steering the bottom up s
tock picking. This all
ows them to pick the most attr
active names that fit in to the macr
o overlay
.
Benchmark Index
W
e aim over the medium term to outperform our benchmark inde
x Composite index of 80 per cent EMIX Gl
obal Mining Index (st
erling adjusted)
and 20 per cent Cr
edit Suisse High Yield Index (sterling adjus
ted). Our portfolio and performanc
e will diver
ge from the r
eturns obtained simply
by investing in the inde
x. Over the past y
ear to 30 June 2022, the Company’
s net asset value has outperf
ormed the benchmark by 19.6% and
over five y
ears it has outperformed by 9.5%.
Gearing
W
e selectively empl
oy gearing with the aim of enhancing returns. The Company utilises a gearing f
acility of £25 million from Scotiabank.
Dividend
The Boar
d considers that the dividend policy is v
ery attractive t
o shar
eholders and ther
efore pr
ovides an el
ement of shar
e price st
ability
. The
mix of fixed inter
est securities and gr
owth stocks enables us to meet our c
ommitment to pay regular quarterl
y dividends in addition to capital
gr
owth.
The Company curr
ently pays quart
erly dividends which this y
ear have totall
ed 5.6p per share, equalling the pr
evious year
.
A member of the Association of Inves
tment Companies.
5
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Financial Highlights
Strategic Report
Financial Highlights
Total Return
*
Year to
30 June 2022
Year to
30 June 2021
Period
1 July 2017
to 30 June 2022
Net asset value
20.6%
83.1%
90.1%
Ordinary share price
14.7%
109.6%
107.8%
Composite index
1.0%
27.5%
80.6%
EMIX Global Mining Index (sterling adjusted)
1.2%
32.5%
99.8%
Credit Suisse High Yield Index (sterling adjusted)
0.0%
3.5%
17.9%
Capital Values
30 June 2022
30 June 2021
% change period
Net asset value per share (pence)
201.94p
172.40p
17.13%
Ordinary share price (mid market) (pence)
175.00p
160.50p
9.03%
Revenue and Dividends
30 June 2022
30 June 2021
% change period
Revenue earnings per ordinary share
5.2p
3.1p
66.45%
Dividends per ordinary share
5.6p
5.6p
-%
Dividend Yield
*
3.2%
3.5%
Discount
*
(difference between share price and fully diluted net asset value)
13.3%
6.9%
Gearing
*
Gearing provided by bank loan
8.1%
11.4%
Ongoing charges
*
(as a percentage of average shareholders’ funds)
1.7%
1.8%
Period’s Highs/Lows
Year to
30 June 2022
High
Year to
30 June 2022
Low
Net asset value per share (pence)
253.42p
154.90p
Ordinary share price (mid market) (pence)
230.50p
128.25p
Discount
23.67%
0.95%
Dividend History
Rate
xd date
Record date
Payment date
Fourth interim 2022
1.82p
28 July 2022
29 July 2022
26 August 2022
Third interim 2022
1.26p
28 April 2022
29 April 2022
27 May 2022
Second interim 2022
1.26p
27 January 2022
28 January 2022
25 February 2022
First interim 2022
1.26p
28 October 2021
29 October 2021
30 November 2021
Total for year ending 2022
5.60p
Fourth interim 2021
1.82p
29 July 2021
30 July 2021
31 August 2021
Third interim 2021
1.26p
29 April 2021
30 April 2021
28 May 2021
Second interim 2021
1.26p
21 January 2021
22 January 2021
26 February 2021
First interim 2021
1.26p
22 October 2020
23 October 2020
30 November 2020
Total for year ending 2021
5.60p
* A glos
sary of the terms, including alternative perf
ormance measures, used can be f
ound on page 61.
An alternative perf
ormance measur
e is a financial measure of historical or futur
e financial performance, financial position, or c
ash flows, other than a financial
measure defined or specified in the applic
able financial reporting fr
amework.
6
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Chairman’
s Statement
Chairman’
s Statement
Highlights
Net asset value tot
al return of +20.6%
Ordinary shar
e price total r
eturn of +14.7%
Dividend yield of 3.2%
Overview
This is my first r
eport as Chairman of your Company and I would firstl
y
like to thank my pr
edecessor
, Richard Prick
ett, for his wise counsel,
ex
cell
ent leadership and commitment t
o the Company over his tenur
e.
When we last wr
ote to Shareholder
s in early March of this y
ear the
invasion of Ukraine by Rus
sian for
ces had just begun and
this together with inflation fear
s and supply chain issues emer
ging
fr
om the pandemic wer
e pushing the prices of many commodities to
high le
vels. Since then, inflationary f
ears have continued, and
markets ar
e now concerned ov
er the fear of a global r
ecession as
inter
est rates rise. As ener
gy commodities such as oil and gas
continued to be s
tr
ong, we saw industrial metals such as ir
on ore,
copper and st
eel give up most of their gains on sl
owdown fears.
Although the Company was not immune to these falls, the i
nve
stm
ent
managers made a timel
y switch in earl
y 2022 by substantiall
y re
duc
ing
copper weightings and incr
easing the exposur
e to ener
gy names. The
r
esult was that the Company managed to have a positive t
otal return
for the firs
t six months of 2022, which is to be commended in the face
of such a volatil
e market.
Shar
eholder and NA
V r
eturns for the year to 30 June 2022 wer
e
positive and substantiall
y ahead of our benchmark index. The
Investment Managers Re
view on pages 7 to 8 provides a good
summary of the factor
s influencing their decisions and both the team
and the Boar
d believe ther
e is a good prospect of further gr
owth in
natural r
esources mark
ets.
The Boar
d
Paul Cahill was appointed as a Dir
ector of the Company on 23 June
2022 after the Boar
d utilised an external sear
ch consultant to sel
ect
and r
eview appr
opriate candidates. Paul brings a wealth of
experience in the natur
al resour
ce sector to our deliberations.
Investment, Shar
e Performanc
e and Discount
The NA
V total r
eturn to 30 June 2022 was a positive r
eturn of 20.6%
whic
h c
ompar
es to an increase in the composit
e benchmark of 1.0%.
The Company’
s shares also had a positiv
e r
eturn with the share price
rising fr
om 160.5p as at 30 June 2021 to 175.0p at the end of June this
year
. With dividends reinves
ted this r
esults in a total return of 14.7%.
The discount between NA
V and the share pric
e widened during the
year as at 30 June 2022, the Company’
s shar
es wer
e trading at a
discount of 13.3%.
Dividends and Income
Income and dividends have al
ways been a focus of the Company and
ar
e now 2.8 times the amount paid per shar
e in 2004.
The Boar
d considers that the dividend policy is v
ery attractive t
o
shar
eholders and ther
efore pr
ovides an el
ement of shar
e price
stability especiall
y whilst other companies have been for
ced to cut
dividends. Ther
efor
e, for the year to 30 June 2022, we decided t
o
contin
ue to pa
y quarte
rly dividends this year tot
alling 5.6p per shar
e,
equalling the pr
evious year
.
Since the Manager is f
ocused on generating both capit
al gr
owth and
income fr
om the portfolio, the dividend may not always be c
omplet
ely
cov
er
ed by income. One of the benefits of having a cl
osed ended
structur
e is that, in those circumstanc
es, the Board is abl
e to use
distributabl
e reserves to meet any shortf
all.
In the year to 30 June 2022 earnings per shar
e were 5.16p which was
significantl
y better than the figur
e from 2021 which was 3.10p per shar
e.
This meant that 0.44p of dividends wer
e cover
ed by the Company’
s
distributabl
e reserves.
The yield on the Company’
s shares was 3.2% as at 30 June 2022.
Gearing
As at 30 June 2022 the gearing was 8.1% and the amount drawdown
under the Scotiabank f
acility was £17 million. The facility amount is
£25 million and runs until September 2023.
Annual General Meeting
The business of the AGM is summarised in the Dir
ectors
’ Report on
pages 62 to 63. The AGM will be held at One Fl
eet Street Place,
London, EC4M 7WS at 11.00am on Thursday 15 December 2022. The
Boar
d r
ecommends that shar
eholders vote in fav
our of all resolutions
as each of the Dir
ectors intends t
o do in r
espect of their own shares.
Outlook
The economic and political envir
onment is particularly uncert
ain at
pr
esent and unlikel
y to become les
s so in the immediate future.
Gr
owth pr
ospects have been stymied as many major economies that
do not have the benefit of a str
ong domestic energy pr
oduction sector
ar
e having to pay much incr
eased prices to secur
e ener
gy supply
.
Y
our Company has benefitted this year with some well-timed sector
adjustments fr
om our investment managers and at the time of
writing the portfolio is e
xposed primarily t
o the ener
gy sector which
we believe is well plac
ed. With inflation still high we have also
maintained our investment in the pr
ecious metals sector which
should affor
d a degree of pr
otection from v
olatile markets.
I look f
orward to seeing Shar
eholders at the forthcoming Annual
General Meeting.
Helen Gr
een
Chair
31 October 2022
7
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Investment Manager’
s Review
Strategic Report
Inves
tment Manager’
s Re
view
Summary
The overall NA
V total r
eturn for the year to 30th June 2022 was a
positive 20.6% which compar
es to an incr
ease in the composite
benchmark of 1.0%. The composite benchmark is made up of an 80%
weighting to the EMIX Gl
obal Mining Index which r
eturned 1.2% and a
20% weighting to the Cr
edit Suisse High Yield Index which ended the
financial year unchanged.
When we last r
eported to Shareholder
s in the early part of 2022, we
advised that the first six months of the Company’
s financial year to
30 June 2022 had seen a backdr
op of rec
overing ec
onomic growth
coupl
ed with supply constraints. This sus
tained strong c
ommodity
price momentum and Company perf
ormance with r
eturns rising
15.2% over the interim period t
o end-December
. Russia’
s subsequent
invasion of Ukraine has played a piv
otal rol
e on markets and
Company r
eturns. Driving further str
ong impetus to price rises of
ener
gy
, which repr
esents the most significant Company exposur
e,
r
eturns r
ose nearly 33% in the Mar
ch quarter
.
Since then, howe
ver
, the quantum of energy pric
e moves acr
oss the
ener
gy compl
ex has been such that the knock-on effect of br
oader
demand destruction has become a dominant driv
er of investor
sentiment. Notwithstanding ongoing geopolitical risks, the situation
has been further complicat
ed by the start of a rat
e tightening cycle as
central banks att
empt to quell rising inflation. Against this back
drop,
the Company r
eturned a mor
e modest 4.8% gain in the second half of
the year to the end of June.
Behind these figur
es the composition of perf
ormance has changed
significantl
y
. Str
ong gains by metals exposed t
o ener
gy transition
such as copper together with lithium and r
ar
e earth metal miners in
the first half of the year latt
erly shifted mor
e in fav
our of traditional
sour
ces of ener
gy
. Since the start of cal
endar 2022, and despite the
pull-back fr
om r
ecent peaks, the str
ongest commodities pric
e gains
wer
e all in the energy sector
. At the time of writing crude prices ar
e
up 14% year-to-date whil
e gas prices in Eur
ope, the US and Asia ar
e
up 80%, 79% and 31% r
espectivel
y
. Still mor
e impr
essive is the huge
250% rise in pr
eviousl
y shunned thermal coal pric
es as r
egions have
scrambl
ed for ener
gy in any form. As a stor
e of energy
, battery grade
lithium prices have r
emained str
ong too, with Asian prices mor
e than
doubling in the cal
endar year-to-date. This contrasts with indus
trial
metals such as copper whose pric
e has fallen almost 25% o
ver the
same timeframe.
Markets at the mer
cy of energy
Since the end of June acc
ess to ener
gy is having wider r
eper
cussions.
While spot pric
es have attracted much attention, ener
gy and power
price rises 1 and 2 year
s ahead have risen just as dr
amaticall
y
. In
addition, the immediate pain of higher prices is being spr
ead out,
particularly f
or domestic consumers. As a r
esult, inflation pressur
es
ar
e set to r
emain “higher for longer”; a message no
w echoed in
central bank policy
.
While ener
gy transition policies ar
e adapting to a mor
e realistic pac
e
of change and accepting the need t
o use fossil fuels, a supply
r
esponse will take time t
o deliver
. Meaningful gas supply is not
expected until 2024 when new pr
ojects in Qatar and Australia begin to
come on str
eam. In the crude oil sector commer
cial producer
s
r
emain focus
sed on shar
eholder returns and, in the fac
e of mooted
windfall tax
es, are unders
tandabl
y r
eluctant to inves
t in growth.
OPEC, led by Saudi Ar
abia, r
emains disciplined in pursuing mar
gin
rather than market shar
e. Output from Rus
sia, the next larges
t crude
oil pr
oducer behind the US, appears chall
enged by technical
difficulties and r
ecent data show
ed pr
oduction declines ar
e being
experienced fr
om the region. The pr
ospect of a wind-down of
inventory sal
es from the US Strategic P
etroleum Reserv
e should also
r
emove a f
actor which has weighed on oil prices. Oil is curr
ently one
of the cheapest forms of ener
gy trading at ar
ound one sixth the level
of natural gas on an ener
gy equivalent basis. Expansion in coal
pr
oduction is also taking time with rising Mongolian output
dependent on compl
etion of rail infrastructur
e connecting it to China
expected lat
er next year
.
Against continued suppl
y side restr
aint, the primary mechanism for
r
ebalancing the ener
gy market is via a sl
owdown in aggregate
demand. Reminiscent of the 1970’
s, the extreme mo
ves in ener
gy
prices have mor
e rec
ently started to hobbl
e growth e
xpectations with
monetary policy tightening acting as a further drag.
Nations self-sufficient in ener
gy supplies, particularly the US and
other petr
o-economies including Saudi Arabia and e
ven Russia ar
e
significantl
y better placed t
o withstand the r
esultant pres
sures. This
contras
ts sharply with the “hav
e not” ener
gy importers, most notably
Eur
ope but also ke
y Asian economies, which f
ace a self-r
einfor
cing
inflationary spiral of worsening balanc
e of payments weighing on
ex
change rates, fuelling a need f
or even firmer action on monetary
policy
. In such an envir
onment, the most ener
gy poor economies are
likel
y to bear the brunt of the slowdown and risk of r
ecession.
Further e
xchange rate weaknes
s remains a risk among these nations
as they compet
e for a shrinking piec
e of the pie. The UK is a prime
case in point, with the gov
ernment’
s rec
ent mini budget seemingly a
first st
ep down this path. Notably ex
change rates have acted as a
tailwind f
or shareholders: s
terling weak
ened 12% against the US
dollar in the financial year to end-June and has slipped another 8%
since.
Ener
gy bias still pref
erred
Despite slo
wer gr
owth the energy sector c
ontinues to offer s
trong
r
eturn pr
ospects and r
epresenting over 60% of Company as
sets
ener
gy exposur
e is still pref
erred ov
er mor
e discr
etionary industrial
miners for the time being. Indeed, a br
oad theme of the rec
ent
r
eporting season was earnings misses fr
om miners, whose earnings
ar
e being squeezed by significant cos
t pressur
es against a backdr
op
of softer r
evenue guidance. As an illustration Rio Tint
o, whose
earnings ar
e dominated by ir
on ore, flagged 15% cos
t inflation in the
Pilbara r
egion and also cut their dividend, a move foll
owed by Angl
o
American. In contr
ast, energy company r
esults have generall
y
ex
ceeded e
xpectations, been abl
e to absorb cos
t incr
eases and
pr
ovided positive guidanc
e.
A similar situation is evident with coal mining equities many of which
may be able t
o sustain e
xtr
emely attr
active fr
ee cash flow to support
a longer period of str
ong dividends. As an exampl
e, coal produc
er
Thungela r
ecentl
y announced a quarterly dividend of 302p per shar
e,
equival
ent to the price at which the position was initiat
ed in 2021.
Despite r
erating to nearly £16 at the time of writing, the shar
es still
offer a pr
ospective dividend yield of appro
ximately 20%.
At almost 7 % of assets at the time of writing, the lar
gest individual
Company position is a holding in Pr
ecision Drilling. The investment is
highly gear
ed to the increase in E&P activity as oil and gas pr
oducers
seek to r
eplace output from depl
eting wells to simply maintain
pr
oduction rates. Importantl
y
, rising rig deployments and utilisation
ar
e beginning to feed thr
ough to rig lease r
ates and earnings would
benefit further should commer
cial producer
s shift tack and seek to
gr
ow pr
oduction.
The Fund is also positioned indir
ectly in other ener
gy activity related
sectors, notabl
y crude and gas shipping which repr
esented
8
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Investment Manager’
s Review
Inves
tment Manager’
s Re
view
(c
ontinued)
appr
oximatel
y 10% of NAV at the end of June. Limited ne
w vessel
builds ar
e acting to cons
train capacity whil
e ship values have risen
sharply with rising c
onstruction costs. T
ransportation needed to
deliver ener
gy to regions in deficit is beginning to benefit chart
er
rates driving a subst
antial r
e-rating of the sector
. Having traded at a
significant discount t
o the value of ves
sels last year stocks now st
and
on r
easonable pr
emiums to their upgraded values. This r
erating has
r
ecentl
y been accompanied by some M&A activity and crude shipper
Eur
onav, the lar
gest holding in this sector
, is currentl
y in the proces
s
of being acquir
ed by competitor F
rontline.
Cl
ean ener
gy delivering
Despite the rush for tr
aditional energy the most notabl
e single
contributor to r
eturns over the year t
o end-June was Sigma Lithium
whose shar
e price doubl
ed in the financial year to end-June year and
which has risen another 80% since. Despite this, Sigma r
emains very
attractivel
y valued.
Elsewher
e the energy crisis has also spurr
ed a sea change in
sentiment to similarly shunned nucl
ear power as governments
r
ecognise the benefits of a mor
e balanced power generation mix.
Japan’
s announcement to acc
elerate its r
estart pr
ogramme alongside
much impr
oved l
ocal community backing, China’
s accel
erated r
eactor
build out and the US investment in domestic
ally sourc
ed fuel typify
the shift in per
ceptions towar
ds this sector
. With much improved
confidence in fuel demand and a r
equirement f
or higher prices to
incentivise a significant incr
ease in output needed to addr
ess the
supply deficit pr
ojected towar
ds the end of this decade, this clean
ener
gy sector which r
epresented some 7% of as
sets, r
emains
extr
emely well placed t
o deliver further gains.
Portf
olio insuranc
e pr
emium, via gold equities, still
cheap
Given incr
eased economic sensitivity to monetary policy
, central
banks fac
e a balancing act in their r
esponse to tame inflation.
Potentiall
y refl
ecting this, pr
ospective mid-singl
e digit inter
est rates
r
emain below the l
evels neces
sary to quell inflation which ar
e
running at nearly doubl
e this level. As a r
esult, the risk of more
ingrained inflation or even s
tagflation has risen markedly
.
Centr
ed ar
ound ener
gy security
, geopolitical tensions r
emain high
and international r
elations are especially s
trained with Russia and
the Middle Eas
t. Signs of a US-China détente during the r
ecent
economic sl
owdown, have r
eceded after US r
epresentative Nancy
Pelosi agit
ated relations with her visit to T
aiwan. US sanctions on Iran
further aggravates incr
easingly fragil
e Middle East and Chinese
r
elations. Such a situation raises the risk of centr
al bank policy
misst
eps. Gold r
emains a useful diversifier f
or investors, especiall
y
those in the UK wher
e the sterling denominated pric
e has latterly
performed well.
Based on spot prices, gold equities trade at some of the l
owest
historical P/NA
V valuations and continues to off
er cheap portfolio
insurance agains
t such risks and further fiat depr
eciation. F
or this
r
eason the F
und r
etains a healthy exposur
e to pr
ecious metals
equities which account
ed for around nearl
y 17% of assets at the end
of June.
Exposur
e to base metals remains at hist
oricall
y low
levels
Stymied by r
egional lock
downs resulting fr
om a zero-co
vid stance
China is also contending with pr
oblems in its ov
er-le
veraged pr
operty
devel
opment sector which has also experienced a mor
e protracted
decline. This together with has rising cos
ts, which have mor
e recentl
y
pr
essur
ed dividends from the main pr
oducers, has meant that ther
e
is little support f
or iron or
e developers and pr
oducers and the F
und
continues to av
oid exposur
e to this sector
.
F
or the reasons outlined above ther
e has been considerabl
e
de-emphasis in the Fund’
s base metal exposur
e, particularly copper
exposur
e, which currentl
y stands at a modest 8% of assets. Whil
e we
believe limited mine de
velopment fr
om this sector will pr
esent very
attractive opportunities to add back t
o positions in the futur
e, in the
absence of a mor
e positive backdr
op for demand, relativ
e valuations
need to be significantl
y more attractive t
o justify a shift back into
these equities.
Outlook
The Portfolio’
s switch in emphasis towar
ds traditional forms of
ener
gy and a subsequent move away fr
om industrial miners has
pr
oved timel
y
. Encompassing oil, gas, coal, cl
ean energy sector
s and
shipping, overall ener
gy exposur
e now exc
eeds 60%. This is clearl
y
r
eflect
ed by changes in the Company’
s top holdings with First
Quantum r
eplaced by Pr
ecision Drilling and Sigma Lithium coming in
second.
The outlook f
or sustained shareholder r
eturns from this sector
, as
evidenced by impr
oving dividend pay-outs fr
om a number of holdings
r
emains supportive for inv
estors. At the time of writing r
eturns have
risen another 14% since the end of June despite some deterior
ation
in br
oader demand which high ener
gy prices have br
ought about.
Ian Fr
ancis, Keith Watson, Rob Crayf
ourd
New City Investment Manager
s
31 October 2022
9
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
T
op T
en Larges
t Holdings
Strategic Report
T
op T
en Lar
gest Holdings
Valuation
30 June 2021
£’000
Purchases
£’000
Sales
£’000
Appreciation/
(depreciation)
£’000
Valuation
30 June 2022
£’000
Precision Drilling
2,704
3,498
-
4,499
10,701
US and Canadian land driller of shale oil and gas.
Operationally and financially geared to increased activity
by North American shale producers. Utilisation rates of
rigs are already high, so further activity should see higher
rates.
West African Resources
6,282
-
-
1,807
8,089
The company has transitioned into a gold producer having
brought its Sanbrado discovery in Burkina Faso into
production under budget and on schedule.
Sigma Lithium Resources
6,961
-
(10,689)
11,250
7,522
Soon to be lithium producer in Brazil for the electric
vehicle industry. The Company has offtake agreements
with major global battery manufacturers.
Diamondback Energy
-
6,253
-
394
6,647
Large US shale oil producer focused in the Permian basin
in Texas. High quality acreage and management, with a
solid balance sheet, well placed to benefit from tighter
energy conditions. Strong capital returns program.
BW LPG
3,247
1,628
-
1,466
6,341
A large propane shipper. Propane, produced as a
by-product in US shale production is super cooled and
shipped globally. Much of this propane ends up in Asia.
The arbitrage between this pricing drives day rates, whilst
the company has a strong dividend policy.
REA Holding
(note 1)
4,492
-
-
1,314
5,806
The company cultivates oil palms and produces crude oil
palm and other palm products. The group’s core
plantations are located in Indonesia.
NexGen Energy
4,387
1,518
-
(129)
5,776
The Company is a uranium exploration and development
company with a portfolio of projects that span the
Athabasca Basin in Saskatchewan, Canada.
Vermilion Energy
-
4,947
-
509
5,456
European and Canadian oil and gas producer. With
sizeable European gas exposure, the company is well
placed to benefit from current tight gas market in Europe
due to the loss of Russian gas, with significant scope for
growth and dividends.
Lynas Corporation
3,098
1,163
(1,482)
2,148
4,927
Rare Earths producer with a mine in Australia and
process facility in Malaysia. Rare earths are used in super
magnets, key for EV’s and wind turbines as well as broad
consumer products.
Euronav
(note 2)
4,847
968
(649)
(263)
4,903
The world’s largest independent crude oil tanker company
Top ten investments
36,018
19,975
(12,820)
22,995
66,168
Note 1 - Includes REA Holdings 9% pr
eferenc
e shares valued at £5,024,000, REA Financ
e 8.75% 31/08/2025 ** valued at £496,000, R.E.A.
Holdings valued at £252,000 and REA Holdings warrants*** valued at £34,000 v
alue of REA holding updated above.
Note 2 - Includes Eur
onav valued at £4,429,000 and Euronav Lux
embourg SA 6.25% 14/06/26 ** valued at £474,000.
** Denotes a Level 2 security
*** Denotes a Level 3 security
10
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
T
op T
en Largest Holdings
T
op T
en Lar
gest Holdings
(c
ontinued)
Pr
ecision Drilling
Pr
ecision Drilling owns a fl
eet of land rigs for oil and gas shal
e, in the
US, Canada and Middle Eas
t. They ar
e well placed to benefit fr
om
tightening fundamentals in the rig mark
et, as pr
oducer activity picks
up due to str
onger energy pricing. Despite a c
autious stance fr
om
E&P’
s re adding pr
oduction in North America, the rig market is
alr
eady tight, seeing str
ong day rates for Pr
ecision. Any further
tightening fr
om here should support higher day rates and an
accel
erated pay down of their debt. Beyond this the c
ompany will
focus on capit
al returns.
W
est African Resour
ces
W
est African Resourc
es has de-risked significantly sinc
e bringing its
cor
e mine into production. The gr
oup is unhedged and with a low cos
t
of pr
oduction will allow r
apid payback on its pr
oject debt. The group
r
ecentl
y acquired some neighbouring expl
oration properties fr
om
B2Gold. With 1.1 Moz of r
esour
ce within trucking dist
ance of the new
Sanbrado mine, the acquisition has significant potential t
o add
shar
eholder value. The gr
oup is benefitting from impr
oved liquidity
and we believe the gr
oup’
s produc
er status can deliv
er further
r
erating r
elative to peers.
Sigma Lithium Resour
ces
Sigma Lithium Resour
ces is dev
eloping a lithium mine in Br
azil, with
a very high grade pr
oduct and scope for material e
xpansion. This
pr
oduct will be very suitabl
e for the electric vehicl
e industry
. Sigma
Lithium has a strategic allianc
e with Mitsui, for offtake of its pr
oduct,
adding support thr
ough financing of the mine. First pr
oduction will be
in mid 2022, whilst its ESG focus and hydr
o power sour
ce of energy
,
will pr
ovide the best envir
onmental credentials in the indus
try
. It is
listed in Canada, but l
ooking to add a further listing on the US Nasdaq
ex
change.
Diamondback Ener
gy
Diamondback Ener
gy is a lar
ge US oil shale pr
oducer
, in the Permian
basin, in T
exas. They have high quality acr
eage and management, so
ar
e well placed to benefit fr
om current s
tronger ener
gy pricing. The
implied oil price of $60/bbl is materiall
y below curr
ent spot markets.
BW LPG
BW LPG is the worlds lar
gest independent LPG shipper
,
pr
edominantly sending pr
opane from the US and Middl
e East to Asia.
Pr
opane is a by-pr
oduct of shale pr
oduction, so benefits from
incr
eased activity in the US. Naptha switching at r
efiners and
displacing wood for pr
opane as fuel in the likes of India ar
e major
drivers of demand gr
owth. The company has a str
ong capital r
eturns
policy
, primarily thr
ough dividends.
REA Holdings
W
e believe REA is a leading c
ontributor to r
esponsible palm oil
pr
oduction globall
y
. REA has a commitment to pr
oduce sust
ainably
and has also r
eceived RSPO c
ertification. Foll
owing substantial cost
cutting measur
es the gr
oup is well placed to benefit fr
om the rec
ent
r
ecov
ery in the crude palm oil price.
NexGen Ener
gy
NexGen Ener
gy’
s tier 1 uranium development as
set in the established
Athabasca Basin uranium mining dis
trict in Saskatchewan, Canada
has the potential to be the l
owest c
ost uranium mine globall
y
. Given
the low pr
oduction cost and scalabl
e output the Rook I deposit has
significant str
ategic value with potential t
o influence mark
et pricing,
as evident fr
om the recent f
easibility study
. As a zero c
arbon sour
ce of
ener
gy
, civil nuclear power generation and henc
e uranium, may gain
further traction in global ener
gy mix.
V
ermilion Energy
Eur
opean and Canadian oil and gas pr
oducer
. With sizeable Eur
opean
gas exposur
e, the company is well placed to benefit fr
om current
tight gas market in Eur
ope due to the loss of Rus
sian gas, with
significant scope f
or growth and dividends.
L
ynas Corporation
Rar
e earths pr
oducer with a mine in Austr
alia and proces
s facility in
Malaysia. Rar
e earths ar
e used in super magnets, ke
y for EV’
s and
wind turbines as well as br
oad consumer products.
Eur
onav NV
Crude oil shipper
, with one of the largest fl
eets of the biggest class of
V
ery Large Crude Carrier (‘VL
CC’) ships. They are a k
ey beneficiary of
trade war r
elated disruptions as it for
ces longer shipping r
outes and
incr
eases day rates. Similarl
y
which, if OPEC remo
ves restrict
ed
pr
oduction quotas, or Iran and V
enezuela ever see operations
impr
ove, this would l
ead to a further impro
vement in day rat
es.
Str
ong cash generation fr
om current day r
ates should r
esult in a
sizeable dividend as e
videnced by str
ong prior payout ratios. Its
curr
ent valuation is ar
ound 0.8x P/NAV, which means it could
accr
etively sell a ves
sel and buy back stock.
11
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Classification of Inv
estment Portf
olio
Strategic Report
Classification of Inv
estment Portf
olio
2022 % of total inves
tments
2021 % of total inves
tments
Classification by Stock Mark
et Quotation
Classification by Sector
2022 % of total inves
tments
Unquoted
Eur
ope
UK
US
Australia
Canada
2021 % of total inves
tments
Unquoted
Eur
ope
UK
US
Australia
Canada
Oil & Gas
Gold
Shipping
Copper
Lithium
Coal
Uranium
Pref
erence Shar
es
Rare Earth
Other
Oil & Gas
Gold
Shipping
Copper
Lithium
Uranium
Pref
erence Shar
es
Base Metals
Zinc
Fixed Inter
est Securities
Other
12
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Investment P
ortfolio
Inves
tment Portf
olio
Company
Sector
Valuation
£’000
Total Investments
%
Precision Drilling
Oil & Gas
10,701
7.3
West African Resources
Gold
8,089
5.5
Sigma Lithium Resources
Lithium
7,522
5.1
Diamondback Energy
Oil & Gas
6,647
4.5
BW LPG
Shipping
6,341
4.3
REA Holding (note 1)
Palm Oil
5,806
4.0
NexGen Energy
Uranium
5,776
3.9
Vermilion Energy
Oil & Gas
5,456
3.7
Lynas Corporation
Rare Earth
4,927
3.4
Euronav (note 2)
Shipping
4,903
3.3
Top ten investments
66,168
45.0
Talon Metals
Nickel
4,144
2.8
Diversified Gas & Oil
Oil & Gas
4,113
2.8
Foran Mining
Copper
3,552
2.4
Emerald Resources
Gold
3,252
2.2
EOG Resources
Oil & Gas
3,101
2.1
Ero Copper
Copper
2,867
2.0
First Quantum Minerals
Copper
2,730
1.9
Ascendant Resources
Zinc
2,708
1.9
Transocean
Oil & Gas
2,564
1.8
Thungela Resources
Coal
2,324
1.6
Top twenty investments
97,523
66.5
Peabody Energy
Coal
2,282
1.6
Galena Mining
Base Metals
2,244
1.5
Whitehaven Coal
Coal
2,148
1.5
Firefinch
***
Lithium
1,891
1.3
Peyto Exploration & Development
Oil & Gas
1,843
1.3
Pioneer Natural Resources
Oil & Gas
1,837
1.3
2020 Bulkers
Shipping
1,759
1.2
Fortuna Silver Mines
Silver
1,645
1.1
Central Asia Metals
Copper
1,637
1.1
Leo Lithium
Lithium
1,607
1.1
Top thirty investments
116,416
79.5
MAG Silver
Silver
1,501
1.0
Adventus Mining
Copper
1,501
1.0
Pure Gold Mining
Gold
1,495
1.0
Goodbulk
**
Shipping
1,455
1.0
New Hope
Coal
1,408
1.0
PetroTal Corp
Oil & Gas
1,394
1.0
Calidus
Gold
1,212
0.8
13
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Investment Portf
olio
Strategic Report
Company
Sector
Valuation
£’000
Total Investments
%
Metals X
Base Metals
1,169
0.8
Ur-Energy
Uranium
1,146
0.8
Coronado Global Resources
Coal
1,091
0.7
Top forty investments
129,788
88.6
Calibre Mining
Gold
1,062
0.7
Frontline
Oil & Gas
1,028
0.7
Red 5
Gold
977
0.7
Sabina Gold & Silver
Gold
904
0.6
Base Resources
Mineral Sands
898
0.6
Fission Uranium
Uranium
808
0.6
Oceanagold
Gold
761
0.5
Palladium One Mining
Platinum
754
0.5
Trevali Mining
Zinc
718
0.5
Integra Resources
Gold
676
0.5
Top fifty investments
138,374
94.5
Westgold Resources
Gold
665
0.5
Fenix Resources
Iron
623
0.4
Americas Gold and Silver
Silver
603
0.4
Odyssey Energy
Oil & Gas
599
0.4
Vintage Energy
Oil & Gas
576
0.4
Capstone Copper
Copper
471
0.3
Platinum Gold
Platinum
464
0.3
Gold Resource
Gold
419
0.3
Oklo Resources
Gold
403
0.3
Stavely Minerals
Gold
389
0.3
Top sixty investments
143,586
98.1
Castile Resources Property
Gold
361
0.2
Tharisa
Platinum
358
0.2
Peregrine Gold
Gold
317
0.2
Los Andes Copper
Copper
288
0.2
Denison Mines
Uranium
250
0.2
Nico Resources
Oil & Gas
234
0.2
Bluestone Resources
Gold
204
0.1
Galiano Gold
Gold
146
0.1
NT Rig Holdco PTE 7.5% 31/12/23
***
Finance
112
0.1
Winsome Resources
Lithium
110
0.1
Top seventy investments
145,966
99.7
Other investments
407
0.3
Total
146,373
100.0
Notes to the Inves
tment Portf
olio ar
e on page 9.
14
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Investment P
ortfolio
Principal Risks and Uncertainties and Mitigation
Risks ar
e inher
ent in the investment pr
ocess, but it is important that
their natur
e and magnitude ar
e underst
ood so that risks can be
identified and contr
olled to the ext
ent possible. The Boar
d has
established a detail
ed framework to manage the ke
y risks to which
the business is e
xposed with associated policies and pr
ocesses
devised to mitigate those risks.
Principal risks and mitigations ar
e discussed r
egularly at Boar
d
meetings and the summarized conclusions of such a meeting held on
6 October 2022 ar
e set out below
.
Risk
Description
Controls
Investment and
Strategy Risk
The Boar
d is r
esponsible f
or deciding the investment
strategy t
o fulfil the Company’
s objectives and
monitoring the performanc
e of the Investment Manager
.
Inappr
opriate strat
egy
, including country and sector
alloc
ation, stock sel
ection and the use of gearing, could
lead t
o poor r
eturns for shar
eholders.
T
o manage this risk the Board r
equires the Investment
Manager to pr
ovide an explanation of significant stock
selection decisions and the r
ationale f
or the composition
of the investment portf
olio at each Board meeting, when
gearing le
vels ar
e also review
ed. The Boar
d monitors
the spr
ead of investments to ensur
e that it is adequate
to minimise the risk associat
ed with particular countries
or factor
s specific to particular sectors. The Investment
Manager also pr
ovides the Boar
d and shareholders
with monthly f
actsheets which include an investment
commentary
.
Market risk
leading to a l
oss
of share v
alue
The Company’
s assets consis
t principally of lis
ted fixed
inter
est securities and equities. Its greates
t risks ar
e
consequentl
y market relat
ed, with exposur
e to
movements in the pric
es of the Company’
s investments
and the los
s that the Company might suffer thr
ough
holding investments in the f
ace of negative market
movements.
The Boar
d r
elies upon the r
esearch capabilities of the
Investment Manager to build a portf
olio, utilising
diversific
ation, to mitigate mark
et risk.
The Boar
d monitors the impl
ementation of the investment
strategy and r
eviews the performanc
e of the portfolio on
an ongoing basis. The Investment Manager pr
ovides a
detail
ed pr
esentation on a quarterl
y basis which recor
ds
both r
ealised and unr
ealised gains and los
ses.
The Company’
s share pric
e discount to NAV is discus
sed
with the Investment Manager and Br
oker on a r
egular
basis with a view to taking action if c
onsider
ed appropriate.
The Investment Manager and Br
oker hold r
egular
shar
eholder meetings thr
ough which invest
or sentiment
can be asses
sed.
Sector Risk
The lar
gest part of the Company’
s assets consist of
equity-r
elated investments in c
ompanies, usually
mid and small cap companies, with a wide r
ange of
commodity exposur
es. The prices of the underl
ying
commodities ar
e often volatile and the c
ompanies can
be loc
ated in countries at risk of politic
al instability
.
The liquidity in the shar
es of the investee c
ompanies
is often r
estricted, meaning that it can be difficult to
buy or sell volumes of shar
es at the quoted price. The
Boar
d seeks to mitigate this risk thr
ough the proc
esses
described in the paragraph abov
e on Investment and
Strategy Risk. In addition, the cl
osed-ended structure
of the Company is an essential part of the Boar
d’
s
management of this risk, ensuring that parts of the
portfolio do not have t
o be sold to raise liquidity to fund
r
edemptions at short notice.
Political risk
Political de
velopments c
ould affect the environment in
which the Company operates and negativel
y impact the
value of the Company’
s investments and/or demand f
or its
shar
es. The conflict in Ukraine is having a major impact on
the global ec
onomy and has incr
eased volatility in the
natural r
esources sect
or
.
Political de
velopments ar
e closel
y monitored and
consider
ed by the Board. The Boar
d has a regular dial
ogue
with the Investment Manager to as
sess the impact of
geopolitical ev
ents and to evaluat
e both the risks and
opportunities that emer
ge.
Financial risk
The Company’
s investment activities expose it t
o a variety of
financial risks that include market pric
e risk, for
eign
curr
ency risk, inter
est rate risk, liquidity risk and cr
edit risk.
Further det
ails of these risks and the ways in which they
ar
e managed ar
e disclosed in notes of the financial
statements.
Inves
tment Portf
olio
(continued)
15
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Investment Portf
olio
Strategic Report
Risk
Description
Controls
Market Demand
Demand for shar
es in the Company declines due to
failur
e to meet investors
’ objectives.
The Investment Manager r
egularly meets with invest
ors to
discuss their objectives and some of those meetings ar
e
attended by the Chair of the Boar
d. The Board also r
eceives
fr
equent feedback fr
om the Company’
s Brok
er on their
interactions with inves
tors.
The Boar
d monitors the shar
e price and any signs of
demand r
eduction ar
e discussed so that appr
opriate action
can be tak
en.
Periodicall
y the Board holds a strat
egy meeting at which
the investment objectives and s
trategy are discus
sed.
Key person risk
Performanc
e of the Company may be negatively affect
ed
by a change in the fund management team.
Ther
e ar
e thr
ee fund managers who are r
esponsible for day
to day portfolio management which r
educes the risk of any
one fund manager’
s departure.
Furthermor
e an Investment Committee at the Inv
estment
Manager oversees k
ey stock sel
ection and could support the
Company in the event of a period of change.
The Management Engagement Committee of the Company
formall
y reviews the perf
ormance of the Investment
Manager annually
.
Dividend and
earnings risk
The earnings that underpin the amount of dividends
declar
ed and futur
e dividend gr
owth are generated by the
Company’
s underlying portf
olio.
One or mor
e of the foll
owing factors could adv
ersely
affect the Company’
s earnings and, thereby
, its ability to
declar
e a dividend:
A contraction of av
ailable inv
estment opportunities
suitabl
e for the Company
, given its investment
objective and its policy
.
The persistenc
e of adverse market conditions or
government interv
ention during a macro-economic
crisis r
esulting in cuts to dividend income.
Adverse changes to the t
ax tr
eatments applicabl
e to
the Company’
s str
eam of investment and dividend
income.
This risk is heightened by the ongoing economic impact
of the conflict in Ukraine.
The Boar
d has engaged with CQS, the Investment Manager
,
to manage the Company’
s portfolio and ther
efor
e depends
upon the Investment Manager to c
onstruct an appropriate
portfolio that will pr
oduce income all
owing the Company to
meet its dividend tar
get.
The Boar
d monitors the impl
ementation of the investment
strategy
, r
eviewing the performance of the Inves
tment
Manager on an ongoing basis and r
eceiving a f
ormal
pr
esentation fr
om the Investment Manager on a quarterly
basis.
The Boar
d r
eceives and r
eviews detail
ed income for
ecasts
pr
epar
ed by the Investment Manager and Adminis
trator at
each Boar
d meeting and when the quarterl
y dividends ar
e
declar
ed.
Gearing risk
The impact of a fall in the value of the underl
ying
investments on the NA
V of the Company’
s shares could
be exacerbat
ed by the Company’s l
evel of gearing. It
could also r
esult in a breach of l
oan cov
enants.
Gearing le
vels and complianc
e with loan covenants ar
e
monitor
ed by the Administrator and the Investment
Manager on a monthly basis.
The Boar
d r
eviews c
ompliance with the gearing l
evels and
loan c
ovenant c
ompliance at regular Boar
d meetings.
The Boar
d sets the gearing limits. Gearing will not ex
ceed
25% of Shar
eholders
’ funds at the time of borrowing.
Regulatory risk
A br
each of regulatory rul
es could lead to a suspension
of the Company’
s stock ex
change listing or financial
penalties.
The Company Secr
etary monitors the Company’
s
compliance with the Lis
ting Rules of the UK Listing
Authority
. Compliance with the Listing Rul
es is review
ed by
the Dir
ectors at each Boar
d meeting and the Board
r
eceives a quart
erly r
eport from the Inv
estment Manager’
s
Compliance Officer
.
16
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Investment P
ortfolio
Risk
Description
Controls
Operational risk
The Company r
elies upon the services pr
ovided by third
parties and is r
eliant on the internal contr
ol systems of
the Investment Manager and the Company’
s other
service pr
oviders.
F
ailures at these thir
d parties could adversely impact the
security and maintenance of, inter alia, the Company’
s
assets, dealing and settl
ement procedur
es, and
accounting r
ecor
ds .
The operating effectiv
eness of third party servic
e pr
oviders
is r
egularly t
ested and monitor
ed and report
ed on at each
Boar
d meeting. The Audit Committee r
eceives ISAE 3402
r
eports on the description of contr
ols placed in operation,
their design and operating effectiv
eness on BNP’
s Fund
Administration and Gl
obal and Local Custody services.
The Investment Manager deliver
s a risk based internal
audit plan which cov
ers diff
er
ent ar
eas of its operations
that ar
e subject to internal audit, including fr
ont, middle
and infrastructur
e audits. Any areas of c
oncern r
elevant t
o
the Company ar
e discussed with the Audit Committee.
Cyber risk
Cyber risk has pr
eviousl
y been monitor
ed as an element
of operational risk, but, given the heightened risk t
o
information security as cyber criminals bec
ome mor
e
sophisticated, and incr
easing relianc
e on electr
onic
communication and s
torage of data, the Board no
w
consider cyber risk and data security as a principal risk
in its own right.
Due to the structur
e of our business model, all cyber risk
r
ests with our service pr
oviders. Our service pr
oviders ar
e
highly r
egulated entities, neverthel
ess we have incr
eased
monitoring and r
equest annual confirmations that cyber
risk is appr
opriatel
y contr
olled, and no significant incidents
impacting the Company have occurr
ed.
Emer
ging risks
During Boar
d discussions on principal risks and unc
ertainties, the
Boar
d consider
ed any risks that were not an immediate thr
eat but
could arise in the l
onger term and have signific
ant impact on the
ability of the Company to continue to meet its objectiv
es. Focus ar
eas
have been the continued rise of inflation and the ongoing c
onflict in
Ukraine. The Boar
d regularl
y discusses these matter
s with the
Investment Manager
, and rec
eives feedback based on the Investment
Manager’
s resear
ch, and discussions with Shar
eholders and the
Br
oker
. The Board discus
sions include longer term impacts of climate
change on the Company’
s portfolio and r
eturns. The Investment
Manager’
s ESG policy has been updated foll
owing CQS becoming a
signatory of the UK Stewar
dship Code. The Board will c
ontinue to
asses
s these emer
ging risks on a r
egular basis.
Inves
tment Portf
olio
(continued)
17
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Strategic Review
Str
ategic Report
Strategic Re
view
Intr
oduction
The Company operates under the guidelines f
or UK-listed Companies
Annual Reports in accor
dance with The Companies Act 2006. This
St
rateg
ic
Revi
ew i
s designed to pro
vide information primarily about the
Co
mp
an
y’
s b
us
in
es
s and r
esults for the year ended 30 June 2022. It
should be r
ead in conjunction with the Chairman’
s Statement on
page 6, and
the Investment Manager’
s Review on pages 7 to 8, which
give a d
etail
ed re
view of the investment activities f
or the year and look
to the futur
e.
This year
, we also discuss our appr
oach to our stak
eholder
r
esponsibilities and the Boar
d’
s re
view of the Company’
s purpose,
cultur
e and values during the year f
or the first time, and in more
detail, on pages 22 and 23. W
e also discuss our approach t
o people,
social and governanc
e matters and the envir
onment in the Director
s’
Report on page 20.
Business Model
The business model of the Company is described in mor
e detail below
.
Investment Objectiv
e
The Company seeks to pr
ovide shareholders with c
apital growth and
income pr
edominantly fr
om a portfolio of mining and resour
ce equities
and of mining, r
esour
ce and industrial fix
ed interes
t securities.
Investment P
olicy
The Company invests pr
edominantly in mining and r
esource equities
and mining, r
esour
ce and industrial fix
ed interes
t securities
(including, but not limited to, pr
efer
ence shar
es, loan stocks and
corporat
e bonds, which may be convertibl
e and/or redeemabl
e). The
Company may invest in c
ompanies r
egar
dless of country
, sector or
size and the Company’
s portfolio is cons
tructed without r
eferenc
e to
the composition of any st
ock market inde
x or benchmark. Exposur
e
to higher yielding securities may also be obtained by inves
ting in
other sectors, including cl
osed-end investment companies and
open-ended coll
ective investment schemes.
The Company may
, but is not obliged to, invest in derivatives, financial
instruments, money mark
et instruments and currencies f
or the
purpose of efficient portfolio management.
The Company may acquir
e securities that ar
e unquoted at the time of
investment but which ar
e about to be, or are immediat
ely c
onvertible
at the option of the Company into securities which ar
e, listed or
traded on a stock e
xchange, and may continue to hold securities that
cease to be quoted or lis
ted if the Investment Manager considers this
appr
opriate. In addition, the Company may invest up t
o 10 per cent of
its gr
oss as
sets in other securities that ar
e unlisted or unquoted at
the time of investment.
The Company will not invest mor
e than 15 per cent in aggr
egate of
the value of its total as
sets (measured at the time of investment) in
other investment trusts or inv
estment companies which are lis
ted on
the Official List ex
cept that this res
triction does not apply to
investments in other inves
tment trusts or investment companies
which themsel
ves have published investment policies to inves
t no
mor
e than 15 per cent of their tot
al assets in other inves
tment trusts
or investment c
ompanies which ar
e listed on the Official Lis
t.
The Company may borr
ow up to 25 per cent of shar
eholders
’ funds
(measur
ed at the time of drawdown).
The Investment Manager e
xpects that the Company will normally be
fully inv
ested. Howe
ver
, during periods in which changes in economic
cir
cumstanc
es, market c
onditions or other factors so warrant, the
Company may r
educe its e
xposur
e to securities and incr
ease its
position in cash, money mark
et instruments and derivative
instruments in or
der to seek protection fr
om stock market f
alls.
The Company’
s performance in meeting its objectiv
es is measur
ed
against ke
y performance indicator
s (‘KPIs
’) as set out on pages 4 and
5. The primary KPI against which shar
eholders
’ r
eturns ar
e measured
is a composite benchmark weight
ed 80 per cent to the EMIX Gl
obal
Mining Index (st
erling adjusted) and 20 per c
ent to the Cr
edit Suisse
High Yield Index (st
erling adjusted).
Viability Statement
In accor
dance with the pr
ovisions of the AIC Code, the Director
s have
asses
sed the viability of the Company over a period l
onger than the
12 months r
equir
ed by the ‘Going Concern’ pr
ovision. The Board
conducted this viability r
eview for a period of thr
ee years, such
timeframe being deemed most appr
opriate to the cycl
es within which
the Company’
s investee c
ompanies operate and the sector
s of the
economy in which the portf
olio is conc
entrated. The Boar
d continues
to consider that this period also r
eflects the l
ong term objectives of
the Company
, being a Company with no fixed life, whilst t
aking into
account the impact of unc
ertainties in the markets.
As discussed thr
oughout the Strategic Review and this Annual Report
as a whole, the Dir
ectors monitor and discus
s any effects of the
conflict in Ukraine, inflation rises and any l
ongstanding implications
of the Covid-19 pandemic on the Company’
s investment s
trategy
,
outlook and financial position. This monitoring has c
onsiderably
informed the Dir
ectors
’ viability assessment and st
atement this year
.
However
, the Dir
ectors do not e
xpect there to be any significant
change to the curr
ent principal risks facing the Company
.
Furthermor
e, the Direct
ors do not envisage any change in strategy
which would pr
event the Company from oper
ating over the thr
ee year
period.
This is based on the assumption that ther
e are no significant changes
in market c
onditions or the tax and r
egulatory environment that c
ould
not r
easonably hav
e been for
eseen. The Board also c
onsiders the
annual continuation vot
e should not be a factor t
o affect the thr
ee
year period given the ongoing support of major shar
eholders.
In making this statement the Boar
d: (i) consider
ed the continuation
vote to be pr
oposed at the Annual General Meeting which the Boar
d
considers will be v
oted in fav
our of by shareholders; and (ii) carried
out a r
obust asses
sment of the principal risks facing the Company
.
These risks and their mitigations ar
e set out on pages 14 to 16. The
principal risks identified as most r
elevant to the as
sessment of the
viability of the Company wer
e those relating to a futur
e macro-ev
ent
likel
y to have a material impact on the financial position of the
Company and the potential under-performanc
e of the portfolio and its
effect on the ability to pay dividends. When as
sessing these risks the
Dir
ectors have c
onsidered the risks and uncert
ainties facing the
Company in sever
e but reasonabl
e scenarios, taking into acc
ount the
contr
ols in place and mitigating actions that could be tak
en.
18
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Strategic Re
view
When considering the risk of under-perf
ormance, the Boar
d carried
out a series of str
ess tests and detail
ed financial modelling including
in particular the effects of any subst
antial future falls in inv
estment
value on the ability to r
e-pay and re-negotiate borr
owings, potential
br
eaches of loan c
ovenants and the maint
enance of dividend
payments. The Company has a loan f
acility in place to pro
vide gearing
until September 2023. The Boar
d believes that the Company will be
able t
o r
enew the facility at that time. Should the f
acility not be able to
be r
efinanced the Boar
d believes any outstanding amount c
an be
r
epaid in an or
derly f
ashion through liquidating investments without
significant inves
tor detriment.
The Boar
d consider
ed the Company’
s portfolio and concluded that the
diverse natur
e of investments held gives st
ability and liquidity along
with fle
xibility to be able to r
eact positively to mark
et and political
for
ces outside of the Boar
d’
s contr
ol.
The Boar
d also consider
ed the impact of potential regulat
ory change
and the contr
ols in place surrounding signific
ant third party pr
oviders,
including the fund manager
.
The Boar
d also noted the liquidity risk in the portfolio wher
e the
per
centage of Le
vel 1 listed inv
estments held at the year end was
83.4%.
The Scotiabank l
oan had expir
ed on 17 September 2021 but new
terms have been agr
eed for a further two years until 17 Sept
ember
2023.
Based on the Company’
s proc
esses for monitoring inves
tment
r
evenue and c
osts, with the use of fr
equent rev
enue for
ecasts, and
the Investment Manager’
s compliance with the investment objectiv
e
and policies, the Dir
ectors have c
oncluded that there is a r
easonable
expectation that the Company will be abl
e to continue in operation
and meet its liabilities as they fall due f
or a period of three year
s fr
om
the date of appr
oval of this Report.
Perf
ormance Measur
ement and
Key Perf
ormance Indicators (“KPI’
s”)
The Boar
d uses a number of performanc
e measur
es to assess the
Company’
s succes
s in meeting its objectives. The tables and data on
page 5 show how the Company has performed agains
t those KPIs,
and a glos
sary of terms and alternative perf
ormance measures is
included on page 61. The KPI’
s used to measur
e pr
ogr
ess and
performanc
e over time, and which ar
e com
parab
le
to
th
ose r
epor
ted
by other investment trusts ar
e as foll
ows:
Investment P
erformanc
e
T
o assess investment perf
ormance, the Board monit
ors the net asset
value (NA
V) performance of the or
dinary shares r
elative to that of its
benchmark index. The Company inves
ts principally in equity-r
elated
investments in c
ompanies, usually mid and small c
ap companies, with
a wide range of commodity e
xposures as well as a number of fix
ed
inter
est securities. After investigation the Boar
d has concluded that
ther
e ar
e no indices trul
y repr
esentative of the Company’
s diversified
small and mid-cap commodities equity f
ocus or its high-yielding
securities portfolio. It has ther
efor
e chosen an approximat
e composite
pr
oxy
, being 80 per cent of the EMIX Gl
obal Mining Index (st
erling
adjusted) and 20 per c
ent of the Cr
edit Suisse High Yield Inde
x
(sterling adjust
ed). Given that onl
y a very small pr
oportion of the
Company’
s portfolio overlaps with the c
omposite benchmark,
Shar
eholders should expect a signific
ant degree of conver
gence away
fr
om the benchmark r
eturn.
The performanc
e of the NA
V and composite benchmark ar
e shown in
the graphs on page 4 with statis
tics also shown on page 5.
NA
V and Share Price P
erformance
Net Asset V
alue T
otal Return and
Share Pric
e T
otal Return v Composite Index
0
50
100
150
200
250
300
CQS Natural Resour
ces Growth
and Income pl
c net asset value t
otal r
eturn
Composite Index
total r
eturn
CQS Natural Resour
ces Growth
and Income pl
c share pric
e total r
eturn
Jun
22
Mar
22
Dec
21
Sep
21
Jun
21
Mar
21
Dec
20
Sep
20
Jun
20
Mar
20
Dec
19
Sep
19
Jun
19
Mar
19
Dec
18
Sep
18
Jun
18
Mar
18
Dec
17
Sep
17
Jun
17
Sourc
e: BNP Paribas S.A., Jersey Branch
Dividends per share
The Boar
d curr
ently int
ends to at l
east maintain the l
evel of dividend
paid by the Company in r
ecent year
s in futur
e years. The continuing
ability of the Company to do so is monitor
ed on a quarterly basis.
During the year under r
eview dividends per share t
otalling 5.60
pence per shar
e were declar
ed (2021: 5.60 pence).
Ongoing charges
The ongoing char
ges ar
e a measur
e of the total expenses incurr
ed
by the Company expr
essed as a per
centage of the av
erage
shar
eholders
’ funds over the year
. The Board r
egularly r
eviews the
ongoing char
ges and monitors all Company e
xpenses. F
or the year
under r
eview ongoing char
ges were 1.7% (2021: 1.8%).
These KPIs fall within the definition of “
Alternative Perf
ormance
Measur
es” (APMs) under guidance is
sued by the Eur
opean Securities
and Markets Authority (ESMA) and additional inf
ormation explaining
how these ar
e calculated is set out in the Gl
ossary on page 61.
The Dir
ectors have c
arefully sel
ected these KPIs as in their view these
combine to pr
ovide the most appr
opriate measures of perf
ormance,
both in terms of managing the business and pr
esentation to
shar
eholders and stak
eholders. The Board is satisfied that
performanc
e against each measur
e has been satisfactory in the
conte
xt of the events in the financial year
. Further information
r
egar
ding forwar
d looking asses
sments for the KPIs can be found in
the Chairman’
s Statement and Investment Manager’
s Review
.
F
uture Pr
ospects
The Chairman’
s Statement on page 6 and the Investment Manager’
s
Review on pages 7 to 8 include a r
eview of devel
opments during the
year as well as inf
ormation on investment activity within the
Company’
s portfolio and the fact
ors likely to aff
ect the future
performanc
e of the Company
.
Strategic Re
view
(continued)
19
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Strategic Review
Str
ategic Report
Social, Community
, Employee Responsibilities
and Envir
onmental Policy
The Dir
ectors r
ecognise that their first duty is to act in the bes
t financial
inter
ests of the Company’
s shareholders and to achie
ve good financial
r
eturns against acc
eptable l
evels of risk, in ac
cor
dance with the
objectives of the Company
.
In asking the Company’
s Investment Manager to deliver agains
t these
objectives, the Dir
ectors have also r
equested that the Investment
Manager take int
o acc
ount the br
oader social, ethical and envir
onmental
issues of all companies within the Company’
s portfolio, acknowl
edging
that companies f
ailing to manage these issues adequat
ely run a l
ong
term risk to the sust
ainability of their businesses.
Mor
e specificall
y
, to acces
s capital the
y now expect c
ompanies to
demonstrate ethic
al conduct, effective management of their
stak
eholder relationships, r
esponsible management and mitigation
of social and envir
onmental impacts, as well as due r
egard f
or wider
societal issues. The Inv
estment Manager is incr
easingly expected t
o
engage with investee c
ompanies around these themes, in line with
the expectations of the UK St
ewar
dship Code.
The Company’
s Investment Manager
, CQS (UK) LLP, has in turn stated
that they view envir
onmental, social and governance (“ESG”) f
actors
as a key driv
er of financing costs, valuations and performanc
e, while
also being capabl
e of acting as a lever to shape and influenc
e the
world for gener
ations to come. The int
egration and asses
sment of
ESG factor
s is a crucial part of this commitment, and a key f
actor in
their decision-making. Thr
ough embedding ESG into the investment
pr
oces
s the Investment Manager seeks to enhanc
e their ability to
identify value, investment opportunities and, critic
ally
, to generate the
best possibl
e returns f
or their clients. CQS (UK) LLP as signatory to
the internationally r
ecognised Principl
es for Responsible Inves
tment
(“PRI”), fully supporting all of the PRIs.
As an investment trust with its curr
ent structur
e the Company has no
dir
ect social, community
, employ
ee or envir
onmental r
esponsibilities
of its own.
Modern Slavery Act 2015
As an investment vehicl
e the Company does not provide goods or
services in the normal cour
se of business and does not have customers.
Accor
dingly
, the Direct
ors consider that the Company does not fall
within the scope of the Modern Slavery Act 2015 and is not, ther
efor
e,
obliged to make a slav
ery and human trafficking statement.
Boar
d Diversity
Details of the Dir
ectors of the Company on 30 June 2022, all of whom
(with the ex
ception of Paul Cahill) held offic
e throughout the year ar
e
set out on page 24.
The Boar
d consists of thr
ee male Dir
ectors and two femal
e Director
s,
which r
epr
esents a gender diversity r
atio of 40% and means
composition of the Boar
d already ex
ceeds the expectations of Lor
d
Davies
s ‘Women on Boar
ds’ r
eview
.
The Boar
d acknowl
edges that diversity in the Boar
droom and the
workplace is also an incr
easingly important ar
ea of focus today for
UK business, and also a k
ey theme of the lates
t update of the Code.
Whilst the curr
ent composition of the Board, which is s
tabl
e, is very
diverse in terms of e
xperience and backgr
ound, it is not ethnically
diverse. The Boar
d is committed to k
eeping this under review when
considering futur
e board appointments, whilst al
ways basing any
r
ecruitment on merit. The Company has no dir
ectly empl
oyed staff,
however
, the Boar
d is kept inf
ormed of and monitors diversity based
policies at each of its principal thir
d party advisors.
By or
der of the Boar
d
Helen Gr
een
Chair
31 October 2022
20
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Envir
onmental, Social and Governance (“ESG”) Statement
Envir
onmental, Social and Gov
ernance (“ESG”) St
atement
Intr
oduction
CQS Natural Resour
ces Growth and Inc
ome plc (“the Company”) is a UK
listed inves
tment company whose objective is to pr
ovide shareholders
with capital gr
owth and income fr
om a portfolio of mining and resour
ce
equities and mining, r
esour
ce, industrial and other fix
ed interes
t
securities. The Company has appointed CQS (UK) LLP (“CQS”) as its
investment manager
. The Board of Dir
ectors confirms that the
Company places the highest r
egard t
o ESG factor
s in the investment
decision making pr
oces
s and this focus plays a k
ey rol
e in the execution
of its investment str
ategy
. The Board r
ecognises the importance to
society and shar
eholders the need to inves
t in companies that are
envir
onmentall
y and socially r
esponsible with cl
ear governance
structur
es. The Board believes the int
egration of ESG factors in the
investment pr
ocess pr
ovides enhanced financial r
eturns for
shar
eholders thr
ough deeper
, more inf
ormed investment decisions.
The Boar
d has r
eviewed and agr
eed the ESG approach adopted by
CQS and a summary of this appr
oach is set out below
.
C
QS Responsible Investment P
olicy incorporating
our ESG Statement
CQS is committed to oper
ating in a responsibl
e manner embedding
str
ong and clear governanc
e, and conducting our busines
s in a
sustainabl
e way
. In our rol
e as an investment manager
, we view ESG
factor
s as key drivers influencing financing c
osts, risk asses
sment
valuations and performanc
e, while also acting as a le
ver to shape and
influence the world f
or generations to come.
The asses
sment, integration and engagement of ESG f
actors is a
crucial part of the Responsible Inv
estment commitment acr
oss the
CQS investment platf
orm, both in public and privately held companies,
and a key f
actor in our decision-making. By embedding Responsible
Investment into our inv
estment proces
s we enhance our ability to
identify value, investment opportunity
, risk and, criticall
y
, to generate
the best possibl
e returns and outc
omes for our clients.
Our ESG pr
oces
s specificall
y looks at ESG f
actors through int
egration
in our sector r
esearch pr
ocess, including modelling and internal ratings
with ESG methodologies applied to both public and priv
ate debt.
Methodologies include anal
ysing the relative importanc
e and risk
posed by any identified ESG issue. Resear
ch notes are s
tor
ed in
acces
sible form and av
ailable f
or use across the F
ront Offic
e. Discussion
and debate is encour
aged during the ESG internal anal
ysis, both
within the CQS Resear
ch team and with Portf
olio Managers.
Portfolio Manager
s are r
equired to consider (t
o an appr
opriate degree
having r
egar
d to their investment s
trategy) ESG risks as part of their
investment decision making. This includes, but is not limited t
o
Environmental: Climate Change, W
ater Str
ess, Biodiversity and Land
Use, T
oxic Emissions and W
aste and Envir
onment Opportunities
and other r
ele
vant sust
ainability risks or opportunities
Social: Labour management, Health and Safety
, Privacy and Data
Security
, Stakeholder Opposition and Social Opportunities, Diversity
and r
ele
vant sust
ainability risks.
Governanc
e: Corporate Gov
ernance and Corporate Behaviour
including Ethics, Corruption, Instability
, Diversity and Remuneration.
Five-Stage ESG Inves
tment Proc
ess
Envir
onmental, Social and Governanc
e (ESG) Policy applies to all strategies acr
oss the CQS platf
orm
1
2
3
4
5
Incorporate
Evaluate
Decide
Engage
Monitor
Incorporation of thir
d-
party ESG metrics and
data into CQS’ syst
ems
Evaluation of ESG
factor
s in our sector
r
esear
ch pr
ocess
includes modelling,
analysis, internal
ratings and deplo
yment
into our fr
ont office
systems. W
e
demonstrate t
o
companies whom we
r
esear
ch that CQS is
serious about ESG
Portfolio Manager
s
consider r
esearch
analysis as part of
investment decision
making
Changing corporat
e
behaviour towar
ds
identified ESG risks and
issues may invol
ve pr
oxy
voting, influence or
contr
ol positions, and
ultimately making a
decision to not trade,
change exposur
e or exit
a position altogether
Periodic r
esearch
r
e-asses
sments
A watching brief acr
oss
news wir
es for developing
ESG considerations
W
eekly propriet
ary
fund-le
vel ESG risk
r
eporting for our portf
olio
management and
r
esear
ch teams
Standar
ds and Codes
CQS is a signatory to and/or supporter of the f
ollowing:
United Nations: Principles f
or Responsible Investment (“UN PRI”)
T
ask For
ce on Climate-Related Financial Disclosur
es (“TCFD”)
CDP (“CDP”, formerl
y Carbon Disclosure Pr
oject)
Standards Boar
d for Alternative Inves
tments (“SBAI”, formerl
y HFSB)
Climate Action 100+
UK stewar
dship code
21
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Environment
al, Social and Governance (“ESG”) Statement
Strategic Report
Specific Statement fr
om the CQS Inves
tment
Managers with r
egard to the Company
Natural r
esources c
ompanies are exposed to ESG risk giv
en the
natur
e of their business. Companies that demonstr
ate social value
cr
eation and good governanc
e – thr
ough responsible and activ
e ESG
management – go some way in mitigating that risk. Mor
eover
, they
ar
e mor
e likel
y to attract capital which will diff
er
entiate them from
their peers on a r
elative valuation basis, a trend that w
e expect to
continue today and o
ver the long t
erm.
It is our r
esponsibility to effectiv
ely analyse and monitor inv
estee
companies
’ financial and non¬financial (ESG) performance. ESG
disclosur
e is an important consideration when anal
ysing investment
opportunities and we ar
e committed to evol
ving our approach in support
of our ESG principles. W
e foll
ow the CQS firm-wide five-st
age ESG
investment integr
ation proces
s but ar
e also guided by the foll
owing
principals which have been agr
eed with the Board of the Company
.
to engage dir
ectly in dialogue with companies t
o understand their
ESG appr
oach, their ambition and disclosur
e, and to table ques
tions
or concerns;
to specifically question Human Rights including Indigenous P
eoples;
to use internal and thir
d party data and ratings pro
viders;
to vote at shar
eholder meetings; and
only as a las
t r
esort, ex
clude companies from our inves
tment universe.
At the time of writing 64% of the Company’
s portfolio is co
ver
ed by
MSCI for their ESG rating servic
e. MSCI have a minimum 65% threshold
befor
e we are abl
e to pro
vide a meaningful MSCI ESG rating for the
portfolio. W
e monitor this closel
y and engage to try and increase the
per
centage of the portf
olio cover
ed.
Company Specific Example : In the ne
xt section, we highlight one of our
r
ecent engagements that we hav
e had with a portfolio c
ompany to
pr
ovide a flavour of how active engagement c
an cr
eate positive
outcomes.
Portf
olio Exampl
e
Global Copper Company
MSCI ESG Rating BBB
The Investment Manager believ
es that copper is the pref
erred metal of the gr
een economy
. The Fund has an inv
estment in a company that o
wns
and operates a gl
obal portfolio of copper assets. T
ogether with CQS’
s ESG team the Investment Manager identified a number of issues that the
y
addr
essed with c
ompany management over a number of meetings. The details of the engagement ar
e set out below and we belie
ve that the
implement
ation of pr
oposed changes will allow the c
ompany to improv
e its MSCI ESG rating and attract new shar
eholders.
Identified Issues
Engagement Objectives
E, S or G
Progress
A Coal Fired Power Plant as the
main source of power at a new
major operation.
Better understand management’s
decision-making process during
planning of construction.
E
The company provided additional disclosure that
gave context to acquisition of the asset, decisions
made by prior ownership, and suitability of other
power sources at the time of construction.
The Company has now outlined plans to convert half
the power to renewables by 2025 and fully convert to
a mixture of natural gas and renewables by 2030.
The conversion is expected to be funded by cash flow.
All future brownfield projects will be 100%
powered by renewable energy.
While environmental measures
such as emissions, energy
usage, and water stress are
tracked annually, there are no
set targets to reduce them from
current or historical levels.
Requesting the company set
TCFD-aligned emissions targets,
as well as energy usage, and water
stress which are standardized to
output to allow for growing
production volumes.
E
In January 2022, the company formally published
absolute emissions reduction targets of 30%
reduction by 2025 and 50% by 2030. Their plans for
all future brownfield projects to use renewable energy,
as well as initiatives within mining operations such
as trolley assist to reduce fuel usage, will help them
to achieve this.
They now send their head of ESG to investor
conferences, another sign that they are taking this
very seriously.
Company does not incorporate
ESG objectives into incentive
based compensation for
management.
Using the targets mentioned in
point (2) as a first step in
incorporating ESG goals into
incentive compensation.
G
Now decarbonisation targets have been set, a next
step is to incorporate these targets into executive
remuneration.
Board Structure has been
highlighted by MSCI as needing
additional independence.
Conduct additional diligence of the
board concerns with MSCI, and if
needed suggesting the company
consider adding board seats for
independent directors and
consideration of term limits.
G
Conversations with MSCI led us to believe that Board
concerns were formulaic regarding age and tenor,
and did not warrant a request to the company to
change board composition. We have alerted the
Company to MSCI’s standards, so they can better
consider future board decisions.
22
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Strategic Report
Stak
eholder Inter
ests (s. 172 statement)
Stakeholder Inter
ests (s. 172 s
tatement)
Stakeholder
Activity or mitigation in year
Shareholders
the Board oper
ates an investment strategy designed t
o deliver outperformance ov
er the medium to longer
term, based on exposur
e to valuabl
e commodity mark
ets;
shareholder
s’ rights ar
e protect
ed under the Company’
s Articles of As
sociation which requir
e any proposal
that may materially change those rights t
o be subject to prior approv
al by a majority of shar
eholders in
general meeting; and
shareholder
s are given opportunities to att
end meetings with the Boar
d and also to attend, ask questions
and vote at the Annual General Meeting of the Company
.
Suppliers
The Board regularly evaluates the performance of its key panel of third party professional service providers.
Community & Environment
The Board’s appointed investment manager is committed to integrating environmental, social and
governance themes into both its research engagement and investment activities. CQS is also a signatory to
the Principles for Responsible Investment. These areas are further discussed on page 20.
Other
Stakeholders
the Board seeks t
o maintain the highest lev
els of corporat
e governanc
e through complianc
e with the
principles and pr
ovisions of both the AIC Code and, to the maximum ext
ent practicabl
e, the UK Code; and
the Board is c
ommitted to responding pr
omptly and transpar
ently to any r
eputational or r
egulatory matter
that might arise affecting the Company
, its future pr
ospects or its investment activities.
The Boar
d r
egularly r
eviews its r
esponsibilities vis-à-vis section 172
of the Companies Act 2006, in conjunction with the Company Secr
etary
.
The key ar
eas, being only those r
elevant t
o the Company as a listed
investment trust, ar
e applied to all r
elevant boar
d decision-making:
(a)
the likel
y consequences of any decision in the longer t
erm;
(b)
the need to fost
er the company’
s business relationships with
suppliers, customer
s and others;
(c)
the impact of the Company’
s operations on the community and
the envir
onment;
(d)
the desirability of the Company maintaining a r
eputation for
high standar
ds of business conduct; and
(e)
the need to act fairly between member
s of the Company
.
As a listed inves
tment trust, the Director
s consider the f
ollowing as
supporting its appr
oach to those ke
y areas of these statut
ory
r
esponsibilities:
Principal decisions
Set out below is the principal decision t
aken during the year which
the Boar
d considers hav
e had the gr
eatest impact on the Company’
s
long term suc
cess. The Boar
d considers the factor
s outlined under
section 172 and the wider inter
ests of stakeholder
s as a whole in all
decisions it takes on behalf of the Company
.
Decision
Stakeholder interests
Review of
Dividend policy
The Boar
d r
ecognises the importanc
e
Shar
eholders place on the Company’
s dividend
policy and is cognisant of the need to ensur
e the
viability of the dividend. It was agr
eed it was in the
best inter
ests of the Company and Shareholder
s to
maintain the dividend in the year under r
eview
.
Relations with Shar
eholders
The Dir
ectors plac
e a gr
eat deal of importance on c
ommunication
with shar
eholders. The Annual Report and Financial Statements ar
e
widely dis
tributed to other parties who have an int
er
est in the
Company’
s performance. Shar
eholders and investor
s may obtain up
to date inf
ormation on the Company thr
ough the Investment
Manager’
s website. The Company r
esponds to letters fr
om
shar
eholders on a wide range of is
sues.
A r
egular dialogue is maintained with the Company’
s institutional
shar
eholders and with private client as
set managers. Refer
ence to
significant holdings in the Company’
s ordinary shar
es can be found
under “Substantial Inter
ests in the Company’
s Shares” on page 26.
The Notice of the Annual General Meeting (‘
AGM’) included within the
Annual Report and Accounts is sent out at l
east 20 working days in
advance of the A
GM. All shar
eholders have the opportunity t
o put
questions to the Boar
d or Investment Manager
, either formally at the
Company’
s AGM or subsequent to the meeting when teas and c
offees
will be offer
ed to shareholder
s if the meeting is not closed due to
pandemic r
estrictions. The Company Secr
etary is available to answ
er
general shar
eholder queries at any time throughout the year
.
Purpose, V
alues and Culture
The Boar
d and the Investment Manager hav
e taken time during the
year to c
onsider the expectations of the Code in the new ar
eas of
corporat
e purpose, values and cultur
e. Whilst of the opinion that the
Code’
s requir
ements in these areas appl
y more stringentl
y to
pr
emium listed c
ompanies with their own operations, rather than
investment c
ompanies with limited operations, the Boar
d have
identified the foll
owing for each on behalf of the Company:
Purpose
– The Company’
s purpose is defined as the Board working
collaborativ
ely with the Inv
estment Manager to deliver its agr
eed
investment appr
oach within its chosen natural resour
ce and mining
sectors of the gl
obal economy to generate capit
al gr
owth and income
for inves
tors, whilst cognisant of its r
egulatory
, stak
eholder and
societal r
esponsibilities.
23
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Stakeholder Int
eres
ts (s. 172 statement)
Strategic Report
V
alues
– Given the Company’
s status as a listed investment trus
t, and
lack of dir
ect emplo
yees, the Company’
s values ar
e essentially those
of the Boar
d and its interactions with its k
ey third party advisers, which
ar
e defined by trust, rigor
ous review, and f
oresight amongst other
s.
Culture
– The Boar
d emphasises open collaboration between dir
ectors
and the Company’
s third party adviser
s to cr
eate an environment
conducive t
o effect decision-making. This also f
acilitates prompt and
appr
opriate r
esponse to material issues by the Boar
d. Where neces
sary
,
the Boar
d challenges t
o ensur
e that performanc
e is maintained on
behalf of investor
s and stakeholders.
Emplo
yees, Social, Human Rights and
Envir
onmental Matters
As a UK listed inves
tment trust, the Company has no direct empl
oyees
and accor
dingly it has no dir
ect social or community impact and very
limited envir
onmental impact from its operations. Ne
verthel
ess, the
Boar
d determines that given the pr
ofile of the natural r
esourc
e sectors
that the investment str
ategy focuses on, it is important that the
Investment Manager monitor
s performance acr
oss these areas,
specificall
y including human rights and health and safety perf
ormance,
in finalising investment decisions. The inves
tment portfolio is also
incr
easingly f
ocusing on low gr
eenhouse gas businesses, c
ommodities
and solutions.
Disclosur
e and transpar
ency rules
Other information r
equired to be discl
osed pursuant to the Disclosur
e
Guidance and T
ranspar
ency Rules has been placed in the Dir
ectors
Report on pages 30 to 37 because it is inf
ormation which refer
s to
events that have t
aken place during the course of the y
ear
.
By or
der of the Boar
d
Helen Gr
een
Chair
31 October 2022
24
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Boar
d of Directors and Inv
estment Manager
Boar
d of Dir
ectors and Inves
tment Manager
All of the Dir
ectors ar
e non-executiv
e and all ar
e consider
ed by the Board to be independent of the Inv
estment Manager
. The Board fulfils the
function of the Audit, Nomination and Management Engagement Committees.
Helen Gr
een
Dir
ector and Chair of the Boar
d
Length of service:
7 year
s – appointed a Director on 1 September
2015 and appointed Chair of the Boar
d on 1 April 2022.
Experience:
Hel
en is a Chartered Ac
countant and a direct
or of Saffery
Cham
pness
, in Gu
ernse
y
. She joined Saffery Champness in London in
1984, r
eloc
ating to Guernsey in 2000.
Committee membership:
Management Engagement Committee,
Nomination Committee
Remuneration:
£33,000 per annum
All other public company dir
ectorships:
abr
dn China Investment Company Limited
JPMor
gan Global Cor
e Real Assets Limited
Landor
e Resour
ces Limited
Shared Dir
ectorships with any other T
rust Director
s:
None
Shareholding in Company:
5,500 or
dinary shares
Paul Cahill
Dir
ector
Length of service:
0 year
s – appointed a Director on 23 June 2022.
Experience:
Paul is Chairman of the Advisory Boar
d of Bacchus
Capital Advisers (an independent inves
tment and merchant banking
platform f
ocused on metals and mining); a non-executive dir
ector of
ASX-listed Ir
onbark Zinc Limited; and a Senior Adviser
, Mineral
Resour
ces f
or Mitsubishi Corporation. Paul has o
ver 30 years of
experience in the natur
al resour
ces sector
, most of which with the
Anglo Americ
an Gr
oup in various senior r
oles including Gr
oup Head
of Business Dev
elopment.
Committee membership:
Audit Committee, Management
Engagement Committee, Nomination Committee
Remuneration:
£25,000 per annum
All other public company dir
ectorships:
Ir
onbark Zinc Limited
Shared Dir
ectorships with any other T
rust Director
s:
None
Shareholding in Company:
None
Car
ole Cabl
e
Dir
ector
Length of service:
5 year
s – appointed a Director on 1 October 2017.
Experience:
Car
ole is a partner and co-head of the Ener
gy and
Resour
ces division at Brunswick Gr
oup LLP, where she advises
clients in the mining and oil/gas sector
. Carol
e has had a 25 year
car
eer connected to the mining and commodities sect
or
, initially on
the sell side at JP Mor
gan and Cr
edit Suisse. Car
ole is also a
non-ex
ecutive dir
ector of Nyrstar NV, the gl
obal mining and multi
metals business, and the Chair of W
omen in Mining UK.
Committee membership:
Audit Committee, Management
Engagement Committee, Nomination Committee
Remuneration:
£25,000 per annum
All other public company dir
ectorships:
Nyrstar N.V
.
Shared Dir
ectorships with any other T
rust Director
s:
None
Shareholding in Company:
None
Christopher Casey
Dir
ector and Chair of the Audit Committee
Length of service:
5 year
s – appointed a Director on 1 October 2017;
appointed Chair of the Audit Committee on 1 April 2022.
Experience:
Christ
opher is curr
ently Chairman of European Small
er
Companies T
rust PL
C, and a dir
ector of Black Rock North American
Income T
rust PL
C, Mobius Investment T
rust plc, and Lif
e Settlement
Assets PL
C. Christopher was a KPMG partner until 2010. Since then
he has carried out a number of non-ex
ecutive board r
oles including
chairman of China Pol
ymetallic Mining Ltd.
Committee membership:
Audit Committee – Chair
, Management
Engagement Committee, Nomination Committee
Remuneration:
£28,500 per annum
All other public company dir
ectorships:
Eur
opean Smaller Companies T
rust plc
BlackRock North American Income T
rust Plc
Mobius Investment T
rust plc
Life Settl
ement Assets PLC
Shared Dir
ectorships with any other T
rust Director
s:
None
Shareholding in Company:
6,500 or
dinary
Alun Evans
Dir
ector
Length of service:
8 year
s – appointed a Director on 26 September 2014.
Experience:
Alun has work
ed in the investment management industry
for nearl
y 40 years. He began his car
eer at Capel-Cure Myers mo
ving
to Carr Sheppar
ds Crosthwaite in 1990, wher
e he became an ex
ecutive
dir
ector in 1998. He joined Cheviot in 2009 as Busines
s Devel
opment
Dir
ector
, from which he r
etired in August 2017.
Committee membership:
Audit Committee; Management Engagement
Committee; Nomination Committee
Remuneration:
£25,000 per annum
All other public company dir
ectorships:
None
Shared Dir
ectorships with any other T
rust Director
s:
None
Shareholding in Company:
10,540 or
dinary shares
25
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Board of Dir
ectors and Investment Manager
Dir
ectors’ Report and Governanc
e Reports
Investment Manager
CQS Cayman Limited Partnership (“CQS”) was appoint
ed as the
Company’
s Investment Manager in 2007 and with the agr
eement of the
Boar
d, since then the function has been del
egated to CQS (UK) LLP,
trading as NCIM.
NCIM, is part of the CQS Gr
oup, a global div
ersified asset manager
,
running multiple s
trategies with, as at 31 August 2022, as
sets of
US$17.7 billion under management.
With effect fr
om 19 May 2019, the Company entered int
o a new
investment management agr
eement to appoint CQS (UK) LLP as its
Investment Manager
. The pre
vious investment management agr
eement
with CQS was terminated.
Ian Fr
ancis, Keith Watson and Rob Crayf
ourd have day-to-day
r
esponsibility for managing the Company’
s portfolio.
Ian Fr
ancis joined the NCIM team in 2007. He has over 40 years
investment e
xperience, primaril
y in the fixed inter
est and conv
ertible
spher
es, and his car
eer has included Collins Stewart, W
est LB
Panmur
e, James Capel and Hoare Govett.
Keith W
atson joined the NCIM team in 2013 from Mirabaud Securities
wher
e he was a Senior Natural Resour
ce Analyst. Prior t
o Mirabaud,
Keith was Dir
ector of Mining Resear
ch at Evolution Securities.
Pr
evious to this, he was a top-r
anked business services anal
yst at
Dr
esdner Kleinw
ort W
asserstein, Commerzbank and Cr
edit Suisse/
BZW
. Keith began his career in 1992 as a portf
olio manager and
r
esear
ch analys
t at Scottish Amicabl
e Investment Managers. Keith
has a BSc (Hons) in Applied Physics fr
om Durham University
.
Robert Crayfour
d joined the NCIM team in 2011. He holds a BSc in
Geologic
al Sciences fr
om the University of Leeds and is a CF
A holder
with over 13 year
s’ e
xperience, having pr
eviously work
ed for the
Universities Super Annuation Scheme and HSBC Gl
obal Asset
Management wher
e he focused on the r
esourc
e sector
.
Alternative Inves
tment Fund Managers Dir
ective
(AIFMD)
The Company has appointed CQS (UK) LLP, a subsidiary of CQS, as the
Company’
s alternative investment fund manager (“
AIFM”). The AIFM
has r
eceived its appr
oval fr
om the FCA to act as AIFM of the Company
.
A r
equir
ement of the AIFMD is for the Company to appoint a
depositary
, which will oversee the cust
ody and cash arrangements
and other AIFMD r
equir
ed depositary r
esponsibilities. The Board
appointed BNP Paribas on 15 September 2020 t
o act as the
Company’
s depositary
.
As part of the pr
oces
s the investment management agr
eement was
updated and builds in the r
egulatory requir
ements arising as a result
of the appointment of the AIFM.
Further AIFMD discl
osures ar
e shown on page 65.
The Dir
ectors pr
esent their Annual Report and the audited financial
statements f
or the year ended 30 June 2022. The financial statements
have been pr
epared in acc
ordance with United Kingdom Ac
counting
Standar
ds, including Financial Reporting Standard 102, and the
r
ele
vant pr
ovisions of the Companies Act, 2006.
Corporate Gov
ernance
The Statement of Corporat
e Governanc
e is set out on pages 31 to 33
and forms part of this Report.
Principal Activity and Status
The Company is r
egister
ed as a public limited company in terms of the
Companies Act 2006 (number: 02978531). It is an investment c
ompany
as defined by Section 833 of the Companies Act 2006. It carries on the
business of an inves
tment trust and has been appr
oved under Sections
1158 and 1159 of the Corporation T
ax Act 2010 by HM Revenue and
Customs as such, subject to c
ontinuing to meet eligibility requir
ements.
The Dir
ectors ar
e of the opinion that the Company has conducted its
affairs in a manner c
ompliant with the conditions for continued
appr
oval and intends t
o continue to do so.
The Company has a pr
emium listing on the London Stock Ex
change,
within the Financial Services sector
, and is identified by the TIDM or
ticker symbol ‘CYN’. The Company’
s ISIN is GB0000353929 and
SEDOL is 0035392.
As an investment c
ompany that is managed and marketed in the
United Kingdom, the Company is an Alternative Inv
estment F
und
(“
AIF”) falling within the scope of, and subject to, the r
equirements
of the Alternative Inves
tment Fund Managers Dir
ective (“
AIFMD”).
Further det
ails are pr
ovided in the AIFMD Disclosur
es on page 65.
The Company’
s shares ar
e eligible f
or inclusion in a New Individual
Savings Account (NISA). The Company is a member of the As
sociation
of Investment Companies (‘
AIC’).
26
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Dir
ectors
’ Report
Dir
ectors
’ Report
Results and Dividends
Details of the Company’
s r
esults and dividends paid ar
e shown on
page 37 of this Report.
Dividend Policy
Subject to market c
onditions and the Company’
s performanc
e, financial
position and financial outlook, it is the Dir
ectors
’ intention to pay an
attractive l
evel of dividend income to Shar
eholders on a quarterly basis.
The Company intends to continue t
o pay all dividends as interim
dividends. A r
esolution to appr
ove this dividend policy will be proposed
at the Annual General Meeting (‘
AGM’).
Dir
ectors
Biographical details of the Dir
ectors, all of whom ar
e non-executive,
can be found on page 24.
Mr R Prickett r
esigned from the Boar
d effective on the 31 Mar
ch 2022
with Mrs H Gr
een assuming the position of Chair of the Board and
Mr C Casey taking ov
er the role of Audit Chair
. Mr P Cahill was
subsequently appointed t
o the Board on 23 June 2022 foll
owing an
extensiv
e r
ecruitment pr
ocess undertaken using an independent
r
ecruitment agency
.
As explained in mor
e detail under Corporate Governanc
e on pages 31
to 33, the Boar
d has agreed that all Dir
ectors will retir
e annually
.
Mrs H Gr
een, Ms C Cable, Mr P Cahill, Mr C Casey
, Mr A Evans, will
r
etir
e at the Annual General Meeting and, being eligibl
e, offer
themsel
ves for r
e-election f
or a further year
.
The Dir
ectors believ
e that each of the Directors brings a signific
ant
range of business, financial and management skills and e
xperience
to the Company and enabl
e the Boar
d to pr
ovide effective str
ategic
leader
ship and pr
oper guidance of the Company
. The Board c
onfirms
that, foll
owing the annual evaluation proc
ess set out in the Corporate
Governanc
e Statement on page 31 the perf
ormance of each of these
Dir
ectors c
ontinues to be effectiv
e and demonstrates commitment to
the r
ole. The Boar
d theref
ore believ
es that it is in the inter
ests of
shar
eholders that these Dir
ectors are r
e-elected.
None of the Dir
ectors is entitl
ed to compensation for l
oss of office on
the takeo
ver of the Company
. None of the Director
s has a service
contract with the Company
.
The Dir
ectors e
xer
cise the powers conf
erred by the Company’
s Articles
of Association and UK Company Law to manage the Company’
s
inter
est for the benefit of shar
eholders and stakeholders. F
urther
information r
egarding the pr
oposed changes to those authorities this
year can be f
ound on page 30.
Dir
ectors and Officers Insur
ance
The Company has a Dir
ectors and Offic
ers insuranc
e policy in respect
of liabilities that may attach to them in their capacity as Dir
ectors of
the Company
. This cov
ers any liabilities that may arise to a thir
d party
for negligenc
e, default or br
each of trust or duty
. This policy has been
in for
ce thr
oughout the year under r
eview and remains in plac
e as at
the date of this r
eport. For mor
e information see note 4.
Conflicts of Inter
est
The Boar
d has a pr
ocedur
e for identifying, r
eporting and addressing
conflicts of inter
est, or potential conflicts. It c
onsiders that the
pr
ocedur
e has worked effectiv
ely during the y
ear under review and
intends to continue t
o review all notified situations on an annual basis.
Dir
ectors’ Remuneration P
olicy and Report
The Dir
ectors
’ Remuneration Report is set out on pages 36 and 37. An
advisory or
dinary r
esolution to appr
ove the r
eport will be put to
shar
eholders at the Company’
s AGM. The Company is also requir
ed
to put the Dir
ectors
’ Remuneration Policy to a binding shar
eholder
vote on a triennial basis. The Remuneration P
olicy was approved by
shar
eholders at the AGM held in 2021 and will c
ontinue to apply for
the next financial year t
o 30 June 2023.
Dir
ectors’ r
esponsibilities
The Dir
ectors
’ r
esponsibilities in pr
eparing these financial statements
ar
e stated on page 30.
Capital Structur
e
As at 30 June 2022 ther
e wer
e 66,888,509 ordinary shar
es of 25 pence
each in issue. The or
dinary shares give shar
eholders the entitlement
to all of the capital gr
owth in the Company’
s net assets and to all the
Company’
s income that is r
esolved to be dis
tributed.
Substantial Inter
ests in the Company’
s Shares
In accor
dance with the FC
A
s Disclosure and T
ransparency Rul
e
5.1.2R as at 30 June 2022, the Company had r
eceived the f
ollowing
notifications of inter
ests in 3% or more of the v
oting rights attached to
the Company’
s issued shar
e capital.
The Company has not been advised of any changes to these notified
inter
ests between 30 June 2022 and the date of this report.
Substantial Inter
ests
Ordinary shares
Number held
% held
Hargreaves Lansdown
Asset Mgt
14,672,409
21.94
Interactive Investor
11,121,210
16.63
A J Bell Securities
6,004,616
8.98
Charles Stanley
4,164,232
6.23
Armstrong Investments
4,125,000
6.17
HSDL, stockbrokers
2,238,319
3.35
Barclays Smart Investor
2,143,139
3.20
27
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Direct
ors’ Report
Dir
ectors’ Report and Governanc
e Reports
Management and Management F
ees
As part of its strategy f
or achieving its objectives, the Boar
d has
delegat
ed the management of the investment portf
olio to CQS (UK) LLP,
trading as New City Inves
tment Managers (NCIM), with Ian F
rancis,
Keith W
atson and Rob Crayfour
d as the portfolio manager
s.
The Boar
d keeps under r
eview the appr
opriateness of the Inv
estment
Manager’
s appointment. In doing so the Management Engagement
Committee consider
s the investment perf
ormance of the Company
and the capability and r
esources of the Inv
estment Manager to deliver
satisfactory inv
estment performance. It also consider
s the length of the
notice period of the inves
tment management contract and the f
ees
payabl
e to the Investment Manager
, together with the standar
d of the
other services pr
ovided. The Direct
ors ar
e satisfied with the Investment
Manager’
s ability to deliver satisfact
ory investment performance, and
the quality of other services pr
ovided. It is theref
ore their opinion that
the continuing appointment of the Inves
tment Manager on the terms
agr
eed is in the inter
ests of shareholders as a whol
e.
Since 3 April 2018 the Company’
s annual management fee has been
1.2 per cent on net assets up t
o £150 million; 1.1 per cent on net
assets abov
e £150 million and up to £200 million; 1.0 per cent on net
assets abov
e £200 million and up to £250 million; and, 0.9 per cent on
net assets abov
e £250 million.
The administration of the Company has been del
egated to BNP
Paribas S.A., Jersey Branch. Equiniti act as the Company’
s share
r
egistrar
.
Change of Contr
ol
Ther
e ar
e no agr
eements which the Company is party to that might
be affected by a change of c
ontrol of the Company
.
Exer
cise of V
oting Powers
The Investment Manager
, in the absence of explicit ins
truction fr
om the
Boar
d, is empower
ed to exer
cise discretion in the use of the Company’
s
voting rights in r
espect of investee companies. The underl
ying aim of
ex
er
cising such voting rights is to protect the r
eturn from an inv
estment.
Principal risks
The key risks f
aced by the Company are set out in the Str
ategic Review
on pages 14 to 16. The Boar
d and Audit Committee regularl
y review
the Company’
s emerging and principal risks and c
onsider related
changes in the Company’
s risk profil
e.
Since 2004, shar
eholders have been given the opportunity to vot
e on
an Or
dinary Resolution to continue the Company as an inv
estment
trust at each Annual General Meeting of the Company
.
Such a r
esolution has been pr
oposed as Resolution 11 within the
notice of Annual General Meeting on pages 62 t
o 63. The Dir
ectors
r
ecommend that shar
eholders vote in fav
our of continuation, as they
intend to do so in r
espect of their own beneficial shareholdings.
Discussions with the Company’
s significant shareholders also
suggest their support for the c
ontinuation vote, as in pre
vious years. If
the r
esolution is not passed, the Boar
d will put forwar
d proposals to
liquidate, open-end or otherwise r
econstruct the Company
.
After making enquiries of the Company’
s Investment Manager
, and
having consider
ed the Company’
s investment objective, natur
e of the
investment portf
olio and expenditure pr
ojections, the Director
s
consider that the Company has adequate r
esourc
es to continue in
operational exis
tence f
or the foreseeabl
e future. F
or this reason, and
in light of the Company’
s long term inves
tment recor
d, the Director
s
ar
e satisfied that it is appr
opriate to adopt the going c
oncern basis in
pr
eparing the acc
ounts, notwithstanding that the Company is subject
to an annual continuation v
ote as described above.
In forming this opinion, the Dir
ectors spent considerabl
e time during
the financial year
, together with the Investment Manager
, reviewing
the conflict in Ukraine, inflation rises and any l
ongstanding
implications of the Covid-19 pandemic f
or the Company’
s financial
position, liquidity
, investment strategy and dividend policy
. The
Investment Manager also k
ept the Board r
egularly updated as to the
implications for the portf
olio investee companies wher
e these had
been disclosed.
These r
egular r
eviews est
ablished that the global pandemic now has
a r
educed impact on the Company’
s portfolio of investee c
ompanies,
many of which have now r
estarted pr
oduction after previous
r
estrictions. The Company’
s dividend income streams hav
e improved
over the last 12 months and the Boar
d believes that the Company is
well placed to withs
tand the wider economic effects of the Ukraine
conflict and any ongoing eff
ects of the pandemic. The Boar
d wer
e
ther
efor
e comfortabl
e to declare the f
ourth quarterly interim dividend
payment, to be drawn fr
om the Company’
s strong r
eserves, and also
firmly f
eel it is appropriate to adopt the going c
oncern basis as at 30
June 2022.
The Company has r
enewed its unsecur
ed loan facility with Sc
otiabank
Eur
ope Plc (“Sc
otiabank”) for a further two years f
ollowing its e
xpiry
on the 17 September 2021.
28
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Dir
ectors
’ Report
Financial Statements
The Dir
ectors
’ r
esponsibilities r
egar
ding the financial statements and
safeguar
ding of assets ar
e set out on page 30.
Str
eamlined Energy and Carbon Reporting
The Company is categorised as a l
ower energy user under the HMRC
Envir
onmental Reporting Guidelines Mar
ch 2019 and is therefor
e not
r
equir
ed to mak
e the detail
ed disclosur
es of energy and c
arbon
information set out within the guidelines. The Company’
s energy and
carbon information is ther
efor
e not disclosed in this r
eport.
Global Gr
eenhouse Gas Emissions
The Company has no gr
eenhouse gas emissions to r
eport from its
operations for the y
ear ended 30 June 2022 (as per the prior year),
nor does it have r
esponsibility for any other emissions pr
oducing
sour
ces under the Companies Act 2006 (Strat
egic Report and
Dir
ectors
’ Reports) Regulations 2013 (including those within the
underlying inv
estment portfolio). The Company’
s approach with
r
egar
d to the envir
onmental standar
ds and performance of invest
ee
companies is discussed in mor
e detail in the section headed
Stewar
dship Code on page 32.
Listing Rul
e 9.8.4
Listing Rul
e 9.8.4 r
equir
es the Company to include certain information
in a single identifiabl
e section of the Annual Report or a cros
s-r
efer
ence
tabl
e indicating wher
e the information is set out. The Dir
ectors
confirm that ther
e were no discl
osures to be made in this r
egard.
Annual General Meeting
The Notice of the Annual General Meeting is c
ontained on pages 62
to 64.
Continuation V
ote
The Dir
ectors ar
e requir
ed to propose an Or
dinary Resolution at the
forthc
oming Annual General Meeting that the Company shall continue
in being an investment trust. Ac
cordingl
y
, the Direct
ors ar
e proposing
Resolution 11, as an Or
dinary Resolution.
Resolutions r
elating to the foll
owing items of special business will
also be pr
oposed at the forthc
oming AGM.
Dir
ectors’ Authority to All
ot Shares
The Dir
ectors ar
e seeking authority to allot shar
es. Resolution 12 will,
if passed, authorise the Dir
ectors to allot ne
w shar
es up to an
aggr
egate nominal amount of £1,672,000 per annum being 10 per
cent of the total is
sued shares as at the date of the Notic
e of the
Annual General Meeting.
In r
esponse to the shar
eholder vote at the 2021 AGM, the Boar
d clarifies
and r
econfirms that it would not, under any or
dinary circums
tance,
seek to issue shar
es at a discount to net asset v
alue per share. In the
unlikel
y circumstanc
e that the Directors c
onsider such an action to be
in the inter
ests of shareholders, it w
ould seek a specific enabling, or
ratifying, authority to do so fr
om shareholders.
Authority to disappl
y pre-emption rights
Resolution 13, which is a Special Resolution, will, if passed, r
enew
the Dir
ectors
’ existing authority t
o make all
otments of shares or sell
shar
es fr
om tr
easury for cash without first off
ering them to existing
holders in pr
oportion to their existing holdings.
Resolution 13 authorises the Dir
ectors to all
ot new ordinary shar
es
for cash or t
o sell shares held by the Company in tr
easury
, otherwise
than to exis
ting shar
eholders on a pr
o rata basis up to an aggr
egate
nominal amount of £836,100 which is equival
ent to 3,344,405 or
dinary
shar
es and r
epr
esents 5% of the Company’s or
dinary share c
apital as
at the date of the Notice of Annual Gener
al Meeting.
These authorities will continue in eff
ect until the conclusion of the
Annual General Meeting in 2023. The Dir
ectors do not have any
immediate plans to is
sue further or
dinary shar
es in the Company
.
Dir
ectors’ Authority to Buy Back Shar
es
The Company did not pur
chase any shar
es for c
ancellation during
the year
.
Resolution 14, as set out in the notice of the Annual General Meeting,
seeks r
enewal of the Company’
s authority to pur
chase its own shares.
The r
enewed authority to mak
e market purchases will be in r
espect
of 10,026,525 or
dinary shar
es being appr
oximately 14.99 per c
ent of
the issued or
dinary shares of the Company in is
sue as at the date of
the Annual General Meeting.
The price paid f
or the shar
es will not be les
s than the nominal value
of 25p per shar
e nor mor
e than the higher of (i) 105 per cent of the
average middl
e market quotations tak
en fr
om and cal
culated by
r
efer
ence to the London Stock Ex
change Daily Official List for the fiv
e
business days immediatel
y preceding the day on which the Or
dinary
Shar
e is contract
ed to be pur
chased or (ii) the price of the last
independent trade or (iii) the highest curr
ent independent bid. This
power will onl
y be ex
er
cised if, in the opinion of the Directors, a
pur
chase would r
esult in an increase in net asset v
alue per shar
e and
be in the inter
ests of the shareholders as a whol
e. Any shares
pur
chased under this authority will be cancell
ed immediately on
compl
etion of the purchase or held in tr
easury
. The Directors hav
e no
curr
ent intention of utilising this authority
. This authority will expire at
the conclusion of the Annual General Meeting of the Company in 2023.
Notice of Meeting
Resolution 15, which is a Special Resolution, will be pr
oposed to
authorise the Dir
ectors to c
all general meetings of the Company
(other than Annual General Meetings), on 14 cl
ear days
’ notice.
The Company will also need to meet the Companies Act 2006
r
equir
ements for el
ectronic voting bef
ore it may call a general
meeting on 14 clear days
’ notice. The Director
s confirm that, in the
event that a general meeting is c
alled, they will give as much notic
e
as is practicabl
e and will only utilise the authority granted by
Resolution 15 in limited and time sensitive cir
cumstances.
Dir
ectors
’ Report
(continued)
29
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Direct
ors’ Report
Dir
ectors’ Report and Governanc
e Reports
Recommendation
Y
our Board consider
s the passing of the resolutions to be pr
oposed at
the Annual General Meeting is likel
y to promot
e the succ
ess of the
Company for the benefit of its members as a whol
e and are in the
best inter
ests of the Company and its shareholder
s as a whole.
Accor
dingly
, the Direct
ors unanimously r
ecommend that
shar
eholders should vote in f
avour of the resolutions, as the
y intend
to do in r
espect of their own beneficial shareholdings.
Disclosur
e of Information to the Auditor
As r
equir
ed by Section 418 of the Companies Act 2006 each of the
Dir
ectors who held offic
e at the date of appr
oval of this Direct
ors’
Report confirm that, so f
ar as each of the Dir
ectors is awar
e, there is
no r
ele
vant inf
ormation of which the Company’
s auditors ar
e unaware
and the Dir
ectors have t
aken all the steps that they ought to hav
e
taken as Dir
ectors to mak
e themselves awar
e of any rel
evant audit
information and to es
tablish that the Company’
s auditors are awar
e of
that information.
Independent Auditors
The Auditor
, BDO LLP is willing to continue in office as the Auditor
and a r
esolution to r
eappoint BDO LLP and authorise the Directors t
o
determine the Auditor’
s remuneration f
or the ensuing year
, will be
pr
oposed at the Annual General Meeting.
By Or
der of the Boar
d
Helen Gr
een
Chair
31 October 2022
30
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Stat
ement of Direct
ors’ Responsibilities
Statement of Dir
ectors
’ Responsibilities
The Dir
ectors ar
e responsibl
e for preparing the Annual Report and the
financial statements in ac
cordanc
e with applicable law and r
egulation.
Company Law r
equir
es the Dir
ectors to prepar
e financial statements
for each financial year
. Under that law the Dir
ectors have pr
epared
the financial statements in ac
cordanc
e with United Kingdom
Generall
y Accept
ed Accounting Practice (Unit
ed Kingdom Acc
ounting
Standar
ds, comprising FRS 102 “The Financial Reporting Standard
applicabl
e in the UK and Republic of Ireland”, and applicabl
e law).
Under Company Law the Dir
ectors must not appr
ove the financial
statements unl
ess they ar
e satisfied that they give a true and fair view
of the state of aff
airs of the Company and of the profit or l
oss of the
Company for that year
. In pr
eparing the financial statements, the
Dir
ectors ar
e requir
ed to:
select suitabl
e accounting policies and then apply them c
onsistently;
state whether applic
able Unit
ed Kingdom Acc
ounting Standar
ds,
comprising FRS 102, have been f
ollowed, subject to any material
departur
es disclosed and e
xplained in the financial statements;
make judgements and ac
counting estimat
es that ar
e r
easonable
and prudent;
prepar
e the financial statements on the going c
oncern basis unless
it is inappr
opriate to pr
esume that the Company will continue in
business; and
prepar
e a direct
ors’ r
eport, a strategic r
eport and a director
s’
r
emuneration r
eport which comply with the r
equirements of the
Companies Act 2006.
The Dir
ectors ar
e responsibl
e for safeguar
ding the assets of the
Company and hence f
or taking r
easonable steps f
or the prevention
and detection of fraud and other irr
egularities.
The Dir
ectors ar
e also responsibl
e for keeping adequate ac
counting
r
ecor
ds that are sufficient to show and e
xplain the Company’
s
transactions and disclose with r
easonable ac
curacy at any time the
financial position of the Company and enable them t
o ensur
e that the
financial statements and the Dir
ectors
’ Remuneration Report compl
y
with the Companies Act 2006.The Dir
ectors ar
e responsibl
e for the
maintenance and integrity of the Company’
s website. Legislation in
the UK governing the pr
eparation and dissemination of financial
statements may diff
er from l
egislation in other jurisdictions.
W
ebsite publication
The dir
ectors ar
e responsibl
e for ensuring the annual report and the
financial statements ar
e made available on a w
ebsite. Financial
statements ar
e published on the Company’
s website in accor
dance
with legislation in the UK go
verning the pr
eparation and
dissemination of financial st
atements, which may vary fr
om
legislation in other jurisdictions. The maint
enance and integrity of the
Company’
s website is the r
esponsibility of the directors. The
Dir
ectors
’ r
esponsibility also extends t
o the ongoing integrity of the
financial statements c
ontained therein.
Dir
ectors’ c
onfirmations
The Annual Report includes a fair r
eview of the devel
opment and
performanc
e of the business and the financial position of the
Company
, together with a description of the principal risks and
uncertainties that the
y fac
e.
The Dir
ectors c
onsider that the annual r
eport and acc
ounts, taken
as a whole, is f
air
, balanced and underst
andable and pro
vides the
information nec
essary f
or shar
eholders to assess the Company’
s
position and performanc
e, business model and str
ategy
.
In the case of each Dir
ector in office at the date the Dir
ector’
s Report
is appr
oved:
so far as the Dir
ector is aware, ther
e is no rel
evant audit
information of which the Company’
s auditors are unawar
e; and
they have tak
en all the steps that they ought to have tak
en as a
Dir
ector in or
der to make themsel
ves aware of any r
elevant audit
information and to es
tablish that the Company’
s auditors are awar
e
of that information
On behalf of the Boar
d
Helen Gr
een
Chair
31 October 2022
31
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Statement of Corporate Go
vernance
Directors
’ Report and Governance Reports
Statement of Corpor
ate Go
vernanc
e
Intr
oduction
The UK Listing Authority r
equires all listed c
ompanies to describe how
they have c
omplied with the principles of the UK Corpor
ate Governance
Code published in 2018 (“the UK Code”), which is availabl
e on the
Financial Reporting Council
s website:
www
.frc.or
g.uk
. The UK Code
cov
ers in particular the annual r
eappointment of Directors, Boar
d
diversity
, external e
valuation, the Boar
d’
s r
esponsibilities in relation
to risk, and a cl
ear explanation of busines
s model and strategy
.
The Association of Inves
tment Companies also published a Code of
Corporate Gov
ernance (“
AIC Code”), in F
ebruary 2019, and a Corporate
Governanc
e Guide for Inv
estment Companies (“
AIC Guide”) which are
availabl
e on the AIC’
s website: www
.theaic.co.uk. The AIC Code, as
explained by the AIC Guide, addr
esses all of the principles set out in
Section 1 of the UK Governanc
e Code, as well as setting out additional
principles and r
ecommendations on issues that ar
e of specific
r
ele
vance t
o investment companies.
The Company has r
eported performanc
e against the 2018 version of
the Code and the 2019 version of the AIC Code, which c
onsiderabl
y
focus boar
d’
s governance consider
ations on their company’
s purpose,
cultur
e, values, peopl
e wher
e applicable, diversity and the int
egration
of each of these thematic principles.
Statement of Compliance
The Boar
d has consider
ed the principles and r
ecommendations of
both the UK Code and the AIC Code and believes that the Company
has complied with the applicabl
e provisions thr
oughout the year
under r
eview and up to the dat
e of this r
eport ex
cept as below
.
The UK Code includes pr
ovisions r
elating to:
The rol
e of the chief executiv
e;
Executive dir
ectors
’ remuneration, including f
ormation of a separate
boar
d committee and appointment of a r
emuneration consultant;
The need for an internal audit function, including c
ontrols
framework; and
The appointment of a Senior Independent Direct
or
.
As the AIC Code acknowledges in setting out additional pr
ovisions
r
ele
vant to the indus
try
, the above ex
ceptions ar
e not believed to be
auto
mati
cally rel
evant to externall
y managed investment companies.
The
di
rec
tors
, having regularl
y revie
wed the Company’
s compliance,
are ther
efor
e
c
omfortabl
e that the Company applies in full with both
the UK C
ode and
the AIC Code. This r
eport further describes how this
compliance is achie
ved.
The Boar
d
The Chair is r
esponsible f
or the leadership of the Boar
d and ensuring
its effectivenes
s on all aspects of its rol
e. Given the size and composition
of the Boar
d it is not felt nec
essary to appoint a Senior Independent
Dir
ector
. All Director
s, ar
e consider
ed by the Board to be independent
of the Investment Manager
. Each of the Direct
ors is independent in
character and judgement and, ther
e are no r
elationships, or
cir
cumstanc
es which the Boar
d considers lik
ely to affect the
judgement of the independent Dir
ectors.
New Dir
ectors rec
eive an induction from the Company Secr
etary in
good time after joining the Boar
d, and all Directors r
eceive other
r
ele
vant training as nec
essary on an ongoing basis.
The Boar
d takes the vie
w that independence is not c
ompr
omised by
length of t
enur
e and that experienc
e and continuity can add signific
antly
to the Boar
d’
s str
ength.
During the year ended 30 June 2022 the Boar
d met seven times. In
addition, ther
e wer
e four Audit Committee meetings, two Management
Engagement Committee meetings, and two Nomination Committee
meetings. Between meetings the Boar
d maintains regular cont
act
with the Investment Manager
. T
wo additional meetings were held
wher
e a committee was f
ormed for the signing of loan documents
and signing of the accounts.
Dir
ectors have att
ended Board and Committee meetings during the
year ended 30 June 2022 as foll
ows (with their eligibility to attend the
meeting in brackets).
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
Board
Meeting
R Pricket
1
1(1)
1(1)
2(3)
Helen Green
2
3 (3)
2(2)
2(2)
7(7)
C Cable
4 (4)
2(2)
2(2)
7(7)
P Cahill
3*
C Casey
4(4)
2(2)
2(2)
7(7)
A Evans
4(4)
2(2)
2(2)
6(7)
1
Retired 31 Mar
ch 2022.
2
Appointed as Chair 31 Mar
ch 2022.
3
Appointed to the Boar
d 23 June 2022.
4
Appointed as Chair of the Audit Committee 31 Mar
ch 2022.
*
Attended as a spectator
.
The Boar
d has a schedule of matt
ers r
eserved to it for decision and the
r
equir
ement for Boar
d appro
val on these matters is c
ommunicated
dir
ectly t
o the senior staff of the Inves
tment Manager
. Such matters
include strategy
, borr
owings, treasury and dividend policy
. Full and
timely inf
ormation is provided to the Boar
d to enable the Dir
ectors to
function effectivel
y and to discharge their r
esponsibilities. The Board
also r
eviews the financial st
atements, performanc
e and revenue budgets.
The Boar
d has put in place nec
essary pr
ocedures t
o conduct, on an
annual basis, an appraisal of the Chairman of the Boar
d as well as
a performanc
e evaluation of the Boar
d as a whole, the individual
Dir
ectors and the Boar
d Committees. This was conducted thr
ough a
questionnair
e and discussions based assessment pr
ocess. The
Chairman r
egularly r
eviews and agr
ees with each Director their
training and devel
opment needs. The annual evaluation of the Boar
d and
the Dir
ectors has been c
omplet
ed and the Dir
ectors hav
e concluded
that the Boar
d continues to function eff
ectively and individuall
y
.
The Boar
d has r
eviewed the Chairman’
s and Director
s
’ other
commitments and is satisfied that the Chairman and other Dir
ectors
ar
e capabl
e of devoting sufficient time to the Company
.
Ther
e is an agr
eed pr
ocedure f
or Directors to t
ake independent
pr
ofes
sional advice if nec
essary and at the Company’
s expense.
This is in addition to the acc
ess which every Dir
ector has to the advice
and services of the Company Secr
etary
, BNP Paribas S.A., Jersey
Branch, which is r
esponsible to the Boar
d for ensuring that Board
pr
ocedur
es are f
ollow
ed and that applicabl
e rules and regulations ar
e
complied with.
The Boar
d has r
eviewed the Company’
s internal contr
ols and principal
risks and uncertainties. These ar
e described in the Strategic Report
on pages 14 to 16.
32
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Stat
ement of Corporate Gov
ernance
Committees of the Boar
d
The Boar
d has thr
ee principal committees: the Audit Committ
ee, the
Management Engagement Committee and the Nomination Committee.
The terms of r
eferenc
e for these committees ar
e available via the
Company Secr
etary
.
A separate r
emuneration committee has not been est
ablished as the
Boar
d consists of onl
y five non-executiv
e directors. The whol
e Board
is r
esponsible f
or setting directors
’ fees in accor
dance with the
Remuneration Policy set out on page 36, which is subject to periodic
shar
eholder appr
oval.
Audit Committee
The Audit Committee comprises all dir
ectors, with the ex
ception of
the Chair of the Boar
d, and is Chair
ed by Christopher Case
y
. Further
details ar
e provided in the Report of the Audit Committee on pages 34
and 35.
Management Engagement Committee
A separate Management Engagement Committee, which is chair
ed by
Mrs Gr
een and comprises the full Board, has been es
tablished. The
Management Engagement Committee annually r
eviews matters
concerning the management c
ontract which exists between the
Company and the Investment Manager
. Details of the Management
Agr
eement ar
e shown in note 3 to the financial s
tatements.
Nomination Committee
The Nomination Committee is chair
ed by Mrs Green and c
omprises
the full Boar
d. Possibl
e new Direct
ors ar
e identified against the
r
equir
ements of the Company’
s business and the need to have a
balanced Boar
d. The T
erms of Refer
ence of the Nomination Committee
ar
e availabl
e on r
equest. External search c
onsultants may be used to
assist in the appointment of new Dir
ectors.
Every Dir
ector is entitled to r
eceive appr
opriate training as deemed
necessary
. A Direct
or appointed during the year is requir
ed, under the
pr
ovisions of the Company’
s Articles of Association, to r
etire and seek
election by shar
eholders at the next Annual General Meeting. In 2011,
the Boar
d decided that all Dir
ectors would r
etire annuall
y and, if
appr
opriate, seek r
e-election.
Stewar
dship Code
The Financial Reporting Council (“FRC”) published “The UK Stewar
dship
Code” (“Code”) for institutional shar
eholders in September 2012. The
purpose of the Code is to enhance the quality of engagement between
institutional invest
ors and companies to help impr
ove long-term r
eturns
to shar
eholders and the efficient exer
cise of governance r
esponsibilities.
The FRC is encouraging ins
titutional investor
s to make a statement of
their commitment to the Code. The Boar
d has delegated r
esponsibility
for activel
y monitoring the activities of investee c
ompanies to the
Investment Manager
. The Investment Manager is r
esponsible for
r
eviewing, on a r
egular basis, the annual reports, cir
culars and other
publications pr
oduced by the investee c
ompanies, and for attending
company meetings. This includes envir
onmental, social and governance
matters, as further discus
sed on page 20. The Investment Manager
,
in the absence of explicit ins
truction from the Boar
d, is empowered to
use discr
etion in the ex
ercise of the Company’
s voting rights.
The Investment Manager’
s policy is to assess each voting opportunity
individually and to v
ote only in cases wher
e it is believed that the
Company’
s best inter
ests need to be prot
ected. The Boar
d has
r
eviewed, and endor
ses, the Investment Manager’
s Statement of
Compliance with the Code, which appears on the Inv
estment
Manager’
s website, at www
.ncim.co.uk.
The Boar
d r
eceives r
eports from the Inv
estment Manager on the
ex
er
cise by the Investment Manager of the Company’
s voting rights.
Bribery Pr
evention
The Boar
d confirms it has zer
o toleranc
e to bribery and corruption in
its business activities and tak
e its responsibility to pr
event bribery
very seriousl
y
.
Criminal Finances Act 2017
In line with the r
equir
ements of The Criminal Finances Act 2017, the
Dir
ectors c
onfirm that the Company has a commitment to zer
o
tol
erance t
owar
ds the criminal facilitation of tax evasion.
Principal decisions
The principal decisions set out on page 22 outlines decisions taken
during the year which the Boar
d considers have the gr
eatest impact
on the Company’
s long term suc
ces
s. The Boar
d considers the f
actors
outlined under section 172 and the wider inter
ests of stakeholder
s as
a whole in all decisions it t
akes on behalf of the Company
.
Review of Dividend P
olicy
The Boar
d r
ecognises the importanc
e Shareholders plac
e on the
Company’
s dividend policy and is cognisant of the need to ensur
e the
viability of the dividend. It was agr
eed it was in the best inter
ests of
the Company and Shar
eholders to maintain the dividend in the y
ear
under r
eview
.
Relations with Shar
eholders
The Dir
ectors plac
e a gr
eat deal of importance on c
ommunication
with shar
eholders. The Annual Report and Financial Statements
ar
e widely dis
tributed to other parties who have an int
er
est in the
Company’
s performance. Shar
eholders and investor
s may obtain up
to date inf
ormation on the Company thr
ough the Investment Manager’
s
website. The Company r
esponds to letters fr
om shareholder
s on a
wide range of issues.
A r
egular dialogue is maintained with the Company’
s institutional
shar
eholders and with private client as
set managers. Refer
ence to
significant holdings in the Company’
s ordinary shar
es can be found
under “Substantial Inter
ests in the Company’
s Shares” on page 26.
The Notice of the Annual General Meeting (‘
AGM’) included within the
Annual Report and Accounts is sent out at l
east 20 working days in
advance of the meeting. All shar
eholders have the opportunity to put
questions to the Boar
d or Investment Manager
, either formally at the
Company’
s AGM or subsequent to the meeting when teas and c
offees
will be offer
ed to shareholder
s if the meeting is not closed due to
pandemic r
estrictions. The Company Secr
etary is available to answ
er
general shar
eholder queries at any time throughout the year
.
Statement of Corpor
ate Go
vernanc
e
(continued)
33
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Statement of Corporate Go
vernance
Directors
’ Report and Governance Reports
Purpose, V
alues and Culture
The Boar
d and the Investment Manager hav
e taken time during the
year to c
onsider the expectations of the Code in the new ar
eas of
corporat
e purpose, values and cultur
e. Whilst of the opinion that the
Code’
s requir
ements in these areas appl
y more stringentl
y to
pr
emium listed c
ompanies with their own operations, rather than
investment c
ompanies with limited operations, the Boar
d have
identified the foll
owing for each on behalf of the Company:
Purpose
– The Company’
s purpose is defined as the Board working
collaborativ
ely with the Inv
estment Manager to deliver its agr
eed
investment appr
oach within its chosen natural resour
ce and mining
sectors of the ec
onomy to generate c
apital growth and inc
ome for
investor
s, whilst cognisant of its regulat
ory
, stakeholder and
societal r
esponsibilities.
V
alues
– Given the Company’
s status as a listed investment trus
t, and
lack of dir
ect emplo
yees, the Company’
s values ar
e essentially those
of the Boar
d and its interactions with its k
ey third party advisers, which
ar
e defined by trust, rigor
ous review, and f
oresight amongst other
s.
Culture
– The Boar
d emphasises open collaboration between dir
ectors
and the Company’
s third party adviser
s to cr
eate an environment
conducive t
o effect decision-making. This also f
acilitates prompt and
appr
opriate r
esponse to material issues by the Boar
d. Where
necessary
, the Boar
d challenges to ensur
e that performance is
maintained on behalf of invest
ors and st
akeholders.
Emplo
yees, Social, Human Rights and
Envir
onmental Matters
As a UK listed inves
tment trust, the Company has no direct empl
oyees
and accor
dingly it has no dir
ect social or community impact and very
limited envir
onmental impact from its operations. Ne
verthel
ess, the
Boar
d determines that given the pr
ofile of the natural r
esourc
e
sectors that the inves
tment strategy focuses on, it is important that
the Investment Manager monitor
s performance acr
oss these areas,
specificall
y including human rights and health and safety perf
ormance,
in finalising investment decisions. The inves
tment portfolio is also
incr
easingly f
ocusing on low gr
eenhouse gas businesses, c
ommodities
and solutions.
Disclosur
e and transpar
ency rules
Other information r
equired to be discl
osed pursuant to the Disclosur
e
Guidance and T
ranspar
ency Rules has been placed in the Dir
ectors
Report on pages 26 to 28 because it is inf
ormation which refer
s to
events that have t
aken place during the course of the y
ear
.
By Or
der of the Boar
d
Helen Gr
een
Chair
31 October 2022
34
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Report of the Audit Committee
Report of the Audit Committee
Composition of the Audit Committee
An Audit Committee has been established with writt
en terms of
r
efer
ence and comprises f
our non-ex
ecutive Director
s, Mr C Casey
(Chair), Ms C Cable, Mr P Cahill and Mr A Ev
ans. The Audit
Committee members have r
ecent and r
elevant financial e
xperience,
and the Audit Committee as a whol
e has competenc
e rele
vant to the
sector in which the Company operates. The t
erms of r
efer
ence of the
Audit Committee ar
e reviewed and r
eassessed f
or their adequacy on
an annual basis and ar
e disclosed on the Company’
s website. Further
copies ar
e available on r
equest.
Role of the Audit Committ
ee
A summary of the Committee’
s main audit r
eview functions is
shown below:
to r
eview and monitor the internal contr
ol systems and risk
management systems on which the Company is r
eliant;
to consider annuall
y whether there is a need for the Company t
o
have its own internal audit function;
to monitor the integrity of the Half Y
ear Report and Annual Report
of the Company by r
eviewing, and chall
enging where neces
sary
, the
actions and judgements of the Investment Manager
and Administrator
s;
to meet with the external Audit
or
, BDO LLP (“BDO”) to re
view their
pr
oposed audit pr
ogramme of work and their findings. The Boar
d
shall also use this as an opportunity to asses
s the effectiveness of
the audit pr
oces
s;
to devel
op and implement the policy on the engagement of the
external Audit
or to supply non-audit servic
es;
to r
eview an annual statement fr
om the Investment Manager and
Administrator det
ailing the arrangements in place wher
eby the
staff of the Inves
tment Manager and of the Administrator may
, in
confidence, esc
alate concerns about possibl
e improprieties in
matters of financial r
eporting or other matters;
to make r
ecommendations in r
elation to the appointment of the
external Audit
or and to appr
ove the remuner
ation and terms of
engagement of the external Audit
or; and,
to monitor and r
eview annually the external Audit
or’s independenc
e,
objectivity
, effectiveness, r
esourc
es and qualification.
Half Y
ear Report and Annual Report
The Boar
d of Dir
ectors ar
e responsibl
e for pr
eparing the Half Y
ear
Repor
t and An
nual Rep
ort. The Audit Committee advises the Boar
d on
th
e
form and c
ontent of the Annual Report and Financial Statements,
any
issues which may arise and any specific ar
eas which requir
e
judgement.
Auditor
As part of its r
eview of the sc
ope and r
esults of the audit, during the
year the Audit Committee c
onsider
ed and appr
oved BDO’
s plan for the
audit of the financial statements f
or the year ended 30 June 2022. At
the conclusion of the audit BDO did not highlight any issues t
o the Audit
Committee which would cause it t
o qualify its audit r
eport. BDO issued
an unqualified audit r
eport which is included on pages 38 to 42.
It has been agr
eed that all non-audit work to be carried out by BDO
must be appr
oved in advance by the Audit Committee and any special
pr
ojects must also be appr
oved in advance. KPMG pr
ovided tax
services f
or the Company during the year
, independently of BDO as
the Auditor
.
As part of the r
eview of auditor independenc
e and effectiveness, BDO
has confirmed that it is independent of the Company and has complied
with r
ele
vant auditing st
andar
ds. In evaluating BDO, the Audit
Committee has tak
en into consider
ation the standing, skills and
experience of the firm and the audit t
eam. The Audit Committee, from
dir
ect observation and enquiry of the Inves
tment Manager and
Administrator
, is satisfied that BDO pr
ovides effectiv
e independent
challenge in c
arrying out its responsibilities.
F
ollowing prof
essional guidelines, the audit partner rot
ates after five
years. The audit partner is in his firs
t year of appointment.
Significant issues c
onsider
ed regar
ding the Annual
Report and Financial Statements
During the year
, the Audit Committee consider
ed a number of
significant issues and ar
eas of key audit risk in r
espect of the Annual
Report and Financial Statements. The Audit Committee r
eviewed the
external audit plan and c
oncluded that the appropriate ar
eas of audit
risk r
ele
vant to the Company had been identified by the Auditor
. The
Committee also discussed the audit pr
ocedur
es and plan with the
Auditor and that suitabl
e control pr
ocedur
es had been put in place to
obtain r
easonable assuranc
e that the financial statements as a whole
would be fr
ee of material misstatements. The tabl
e below sets out
the key ar
eas of risk identified and also explains how these wer
e
addr
essed.
Significant issue
How the issue was addr
essed
The accuracy of the
valuation of the
investment
portfolio
Listed inves
tments are valued using st
ock
ex
change prices pr
ovided by third party
pricing vendors. Unquoted or illiquid
investments, if any
, ar
e valued by the
Dir
ectors based on r
ecommendations fr
om
the CQS V
aluation Committee. The Board
r
eviews detail
ed portfolio valuations at each
of its Boar
d meetings and r
eceives
confirmation fr
om the Administrator that the
pricing basis is appr
opriate, in line with
r
ele
vant acc
ounting standards as adopt
ed by
the Company and that the carrying values ar
e
materially c
orrect. The Boar
d also relies on
the Administrator’
s contr
ols which ar
e
documented in an annual internal contr
ols
r
eport which is r
eviewed by the Audit
Committee.
35
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Report of the Audit Committee
Dir
ectors’ Report and Go
vernance Reports
Significant issue
How the issue was addr
essed
The risk of
misappr
opriation
of assets and
unsecur
ed
ownership of
investments
The Depositary is r
esponsible for the financial
instruments held in its custody
. The
Depositary r
eports to the Committee twice a
year
. The Committee re
views r
eports from its
service pr
oviders on key c
ontrols ov
er the
assets of the Company and will tak
e action to
addr
ess any significant is
sues that are
identified in these r
eports, which may include
dir
ect discussions with r
epresentativ
es of the
r
ele
vant service pr
oviders to obt
ain mor
e
detail
ed information surr
ounding any matters
of concern and gaining as
surance that
appr
opriate r
emediation action has been
taken. Any signific
ant issues are r
eported by
the Manager to the Committee. The Manager
has put in place pr
ocedures t
o ensure that
investments c
an only be made to the e
xtent
that the appr
opriate contr
actual and legal
arrangements ar
e in place to pr
otect the
Company’
s assets. The Depositary is
r
esponsible f
or financial restitution f
or the
los
s of financial instruments held in cust
ody
.
The risk that
income is
overstate
d,
incompl
ete or
inaccurat
e thr
ough
failur
e to rec
ognise
pr
oper income
entitlements or t
o
apply the
appr
opriate
accounting
tr
eatment for
r
ecognition of
income
The Boar
d r
eviews inc
ome for
ecasts,
including special dividends, and r
eceives
explanations fr
om the Manager for any
variations or significant mo
vements fr
om
pr
evious for
ecasts and prior year figur
es. The
Committee also r
eviews the facts and
cir
cumstanc
es of all special dividends to
determine the r
evenue/capital tr
eatment. The
Committee also r
eviews an ISAE 3402 Report
fr
om the Company’
s Administrator and
Custodian, BNP Paribas SA. These r
eports
include information on the c
ontr
ol pr
ocesses
in place to ensur
e the accurate r
ecor
ding of
income, and any ex
ceptions ar
e highlighted to
the Committee and will be investigat
ed
further to ensur
e that appropriate
r
emediation action has been taken wher
e
r
ele
vant.
The risk that the
Company’
s
continuation vot
e is
not passed at the
AGM in December
2022.
The Company’
s Brok
er and Investment
Manager meet with institutional holders on a
r
egular basis and have r
eceived no indication
that these investor
s will vote against
continuation. Appr
oximatel
y 50.9% of the
Company’
s shares ar
e held through e
xecution
only platf
orms; the Board and the Br
oker
have r
eceived no indication that these
investor
s will vote against continuation.
Internal Contr
ols
The Boar
d is ultimatel
y r
esponsible f
or the Company’
s system of
internal contr
ol and for r
eviewing its effectivenes
s. F
ollowing
publication of the Financial Reporting Council
’s “Int
ernal Control:
Revised Guidance f
or Directors on the Combined Code” (the “FRC
guidance”) the Boar
d confirms that there is an ongoing pr
ocess f
or
identifying, evaluating and managing the signific
ant risks fac
ed by the
Company
. This pr
oces
s has been in place f
or the year under r
eview
and up to the date of appr
oval of this Annual Report and is r
egularly
r
eviewed by the Boar
d and accor
ds with the FRC Guidance.
The key c
omponents designed to provide eff
ective internal contr
ol are
outlined below:
BNP Paribas S.A., Jersey Br
anch as Company Secretary and
Administrator t
ogether with the Investment Manager pr
epares
for
ecasts and management acc
ounts which allow the Board t
o
asses
s the Company’
s activities and re
view its performanc
e;
the Board and Inv
estment Manager have agreed cl
early defined
investment criteria, specified l
evels of authority and exposur
e
limits. Reports on these issues, including perf
ormance st
atistics
and investment valuations, ar
e regularl
y submitted to the Boar
d
and ther
e ar
e meetings with the Investment Manager as appr
opriate;
as a matter of course the Inv
estment Manager’
s compliance
department continuall
y reviews the Inves
tment Manager’s
operations and r
eports to the Board on a quarterl
y basis;
written agr
eements are in place which specific
ally define the r
oles
and r
esponsibilities of the Investment Manager
, Administrator and
other thir
d party service pr
oviders;
the Board has c
onsidered the need for an int
ernal audit function
but, because of the complianc
e and internal control sys
tems in
place at the Inves
tment Manager and the Administrator
, has
decided to place r
eliance on the Investment Manager’
s and the
Administrator’
s systems and their internal audit pr
ocedures.
The Audit Committee has established a set of ongoing pr
ocesses
designed to meet the particular needs of the Company in managing
the risks to which it is exposed. The pr
ocess is one wher
eby the
Investment Manager has identified the k
ey risks to which the
Company is exposed, and r
ecorded them on a risk matrix t
ogether
with the contr
ols employed to mitigat
e these risks. A residual risk
rating has been applied to each risk. The Audit Committee is
r
esponsible f
or reviewing the risk matrix and as
sociated contr
ols
befor
e rec
ommending to the Boar
d for consideration and appr
oval,
challenging the Inv
estment Manager’
s assumptions to ensure a
r
obust internal risk management pr
ocess.
The Audit Committee formall
y review
ed the updated risk matrix
during the year and will continue t
o do so on an annual basis. Regular
reports will be pr
ovided to the Audit Committee highlighting mat
erial
changes
to risk ratings.
During the year
, the Audit Committee also discussed and r
eviewed
the internal contr
ols frameworks in place at the Inv
estment Manager
and the Administrator
. Discussions f
ocused on thr
ee lines of defenc
e:
assuranc
es at operational level; int
ernal over
sight; and independent
objective assur
ance. The Audit Committee c
oncluded that these
frameworks wer
e appropriat
e for the identific
ation, asses
sment,
management and monitoring of financial and r
egulatory risks,
with particular r
egar
d to the pr
otection of the interes
ts of the
Company’
s shareholder
s.
Internal contr
ol systems ar
e designed to meet the Company’
s particular
needs and the risks to which it is exposed. Ac
cordingl
y
, the internal
contr
ol systems ar
e designed to manage rather than eliminate the
risk of failur
e to achieve business objectiv
es and by their nature can
only pr
ovide r
easonable and not absolut
e assuranc
e against
mis-statement and l
oss.
Christopher Casey
Chair of the Audit Committee
31 October 2022
36
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Director
s’ Report and Governance Reports
Dir
ectors
’ Remuneration Report
Dir
ectors
’ Remuneration Report
The Boar
d pr
esents the Dir
ectors
’ Remuneration Report f
or the year
ended 30 June 2022 which has been pr
epar
ed in acc
or
dance with
sections 420-422 of the Companies Act 2006.
Statement by the Chair
The r
emuneration of the Dir
ectors has been set in order t
o attract
individuals of a calibr
e appropriate to the futur
e devel
opment of the
Company
. The Company’
s policy on Direct
ors
’ remuner
ation, together
with details of the r
emuneration of each Director
, is shown below
.
An or
dinary r
esolution for the appr
oval of this Report will be put to
the members at the forthc
oming Annual General Meeting.
Remuneration Committee
The full Boar
d acts as the Remuneration Committee whose Chair is
the Chair of the Company
. The determination of the Dir
ectors
’ fees is
a matter dealt with by the whol
e Boar
d.
Dir
ectors’ Remuneration P
olicy
The Boar
d’
s policy is that the remuner
ation of Directors should r
eflect
the experience of the Boar
d as a whole, be f
air and comparable to
that of other r
ele
vant inves
tment trusts that ar
e similar in size and
have similar investment objectiv
es and structures. F
urthermore, the
le
vel of r
emuneration should be sufficient to attract and r
etain the
Dir
ectors needed to o
versee properl
y the Company and to refl
ect the
specific cir
cumstanc
es of the Company
, the duties and responsibilities
of the Dir
ectors and the value and amount of time c
ommitted to the
Company’
s affairs.
The fees f
or the non-executive Dir
ectors ar
e determined within the
limits set out in the Company’
s Articles of As
sociation. The pr
esent limit
is £175,000 per annum in aggr
egate and the appr
oval of shareholder
s in
a general meeting would be r
equired to further incr
ease this limit. At
the pr
evailing l
evel of Dir
ectors
’ fees the aggr
egate amount paid to the
Company’
s Direct
ors during the year to 30 June 2022 was £130,951.92.
Non-ex
ecutive Dir
ectors ar
e not eligible f
or bonuses, pension benefits,
shar
e options, long¬term inc
entive schemes or other benefits. It is
the Boar
d’
s policy that Direct
ors do not have servic
e contracts, but
new Dir
ectors are pr
ovided with a lett
er of appointment which ar
e
kept on the Company Secr
etary’
s system.
The terms of Dir
ectors
’ appointments and the Company’
s Articles of
Association pr
ovide that Direct
ors should r
etire and be subject to
election at the fir
st Annual General Meeting after their appointment.
Dir
ectors ar
e obliged to retir
e by rot
ation, and to offer themsel
ves f
or
r
e-election by shar
eholders at leas
t every three y
ears after that. Any
Dir
ector who has served on the Boar
d for mor
e than nine years will
offer himself f
or re-election annuall
y
. However
, the Board has agr
eed
that all Dir
ectors will r
etire annuall
y and, if appropriate, seek r
e-election.
Ther
e is no notice period and no pr
ovision for compensation upon
early termination of appointment.
Director
Date of Initial
Appointment
Due date
for Re-election
R Prickett
30 November 2006
n/a
C Cable
1 October 2017
AGM 2022
P Cahill
23 June 2022
AGM 2022
C Casey
1 October 2017
AGM 2022
A Evans
26 September 2014
AGM 2022
H Green
1 September 2015
AGM 2022
Annual Report on Dir
ectors’ Remuneration
Dir
ectors
’ Emoluments (audited)
The Dir
ectors who served in the y
ear received the f
ollowing fees:
2022
£’000
2021
£’000
R Prickett
2, 4
24
32
C Cable
25
24
P Cahill
5
1
n/a
C Casey
1
26
24
H Green
3
30
27
A Evans
25
24
Totals
131
131
The amounts paid by the Company to the Dir
ectors were f
or services
as non-ex
ecutive Dir
ectors ex
cluding expenses.
1
Chair of the Audit Committee.
2
F
ees paid to Eur
opean Sales Company Ltd.
3
F
ees paid to Saffery Champnes
s Management International Limited.
4
Retired fr
om the Board 31 Mar
ch 2022.
5
Appointed to the Boar
d 23 June 2022.
F
or the year ended 30 June 2022, the annual remuneration pay
able
was as foll
ows:
£
Chair
33,000
Chair of the Audit Committee
28,500
Director
25,000
2020
£’000
2021
£’000
%
Increase
2022
£’000
%
Increase
125
131
4.8
131
The Committee has agr
eed that no changes will be made to the
Boar
d’
s remuner
ation with effect from 1 Jul
y 2022.
37
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Direct
ors’ Remuneration Report
Dir
ectors’ Report and Gov
ernance Reports
Relative Importanc
e of Spend on Pay
The tabl
e below sets out, in r
espect of the financial year ended
30 June 2022 and the pr
eceding financial year:
a)
the remuneration paid t
o the Dir
ectors; and
b)
the distribution made to shar
eholders by way of dividend.
Year ended
30 June 2022
£
Year ended
30 June 2021
£
%
Change
Total remuneration
131,000
131,000
Dividend
3,746,000
3,746,000
Dir
ectors’ Inter
ests (audited)
Biographies of the Dir
ectors are sho
wn on page 24. The inter
ests (all
of which wer
e beneficial) of the Directors who held offic
e at the
year-end in the shar
es of the Company were as f
ollows: All of the
Dir
ectors holdings ar
e beneficial. No changes to these holdings have
been r
eported up to the date of this r
eport.
Ordinary shares
2022
Ordinary shares
2021
C Cable
P Cahill
n/a
C Casey
6,500
6,500
A Evans
10,540
10,540
H Green
5,500
5,500
Company Perf
ormance
The Boar
d is r
esponsible f
or the Company’
s investment strategy and
performanc
e, although the management of the Company’
s investment
portfolio is del
egated to the Investment Manager thr
ough the
investment management agr
eement, as ref
erred to in the Dir
ectors
Report on page 25.
The foll
owing graph compar
es for the fiv
e years to 30 June 2022 the
shar
e price tot
al r
eturn (assuming all dividends ar
e reinves
ted) to
or
dinary shar
eholders compar
ed to the total shar
eholder return on a
notional investment made up of shar
es of the same kinds and number
as those by r
efer
ence to which a composit
e index, weighted as t
o
80 per
cent EMIX Global Mining Inde
x (sterling adjusted) and
20 percent Cr
edit Suisse High Yield Index (s
terling adjusted), is
cal
culat
ed. This composite inde
x was chosen as it repr
esents a
comparabl
e mix of mining and resour
ce equities and fixed inter
est
securities.
0
50
100
150
200
250
300
CQS Natural Resour
ces Growth
and Income pl
c net asset value t
otal r
eturn
Composite Index
total r
eturn
CQS Natural Resour
ces Growth
and Income pl
c share pric
e total r
eturn
Jun
22
Mar
22
Dec
21
Sep
21
Jun
21
Mar
21
Dec
20
Sep
20
Jun
20
Mar
20
Dec
19
Sep
19
Jun
19
Mar
19
Dec
18
Sep
18
Jun
18
Mar
18
Dec
17
Sep
17
Jun
17
Sourc
e: BNP Paribas S.A., Jersey Branch.
V
oting at Annual General Meeting
In accor
dance with the Companies Act 2006, the Company is r
equired
to seek shar
eholder approval of its r
emuneration policy on a triennial
basis. An or
dinary r
esolution for the appr
oval of the r
emuneration
policy was appr
oved by shar
eholders at the AGM held on 9 December
2021, with 99.48% of votes cas
t (including votes cast at the Chair’
s
discr
etion) in favour and 0.39% v
otes cast against. It is the Boar
d’
s
intention that the r
emuneration policy will be put forwar
d for appro
val
at the next Annual General Meeting schedul
ed to take plac
e on the
15 December 2022.
The Dir
ectors
’ Remuneration r
eport was last approv
ed by
shar
eholders at the AGM held on 14 Dec
ember 2021 with 98.38% of
the votes cas
t (including votes cast at the Chair’
s discretion) in fav
our
and 1.62% votes cas
t against.
An or
dinary r
esolution for the appr
oval of the Annual Report on
Dir
ectors
’ Remuneration will be put to an advisory shar
eholder vote
at the forthc
oming AGM.
Appr
oval
The Dir
ectors
’ Remuneration Report on pages 36 to 37 was appr
oved
by the Boar
d of Dir
ectors and signed on its behalf on 31 October 2022.
Helen Gr
een
Chair
38
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Auditor’
s Report
Independent Auditor’
s Report to the Members of CQS Natural Resour
ces Growth and Inc
ome PLC
Independent Auditor’
s Report to the Members
of C
QS Natural Resour
c
es Gr
owth and Income PL
C
Opinion on the financial statements
In our opinion the financial statements:
give a true and fair view of the s
tate of the Company’
s affairs as at
30 June 2022 and of its pr
ofit for the year then ended;
have been pr
operly prepar
ed in accor
dance with United Kingdom
Generall
y Accept
ed Accounting Practice; and
have been pr
epared in acc
ordance with the r
equirements of the
Companies Act 2006.
W
e have audited the financial statements of CQS Natural Resour
ces
Gr
owth and Income pl
c (the ‘Company’) for the year ended 30 June
2022 which comprise the Statement of Compr
ehensive Income, the
Balance Sheet, the Statement of Changes in Equity
, the Cash Flo
w
Statement and notes t
o the financial statements, including a
summary of significant acc
ounting policies. The financial reporting
framework that has been applied in their pr
eparation is applicabl
e
law and United Kingdom Acc
ounting Standards, including Financial
Reporting Standar
d 102 The Financial Reporting Standard applicabl
e
in the UK and Republic of Ir
eland (United Kingdom Generall
y
Accept
ed Accounting Practice).
Basis for opinion
W
e conducted our audit in accor
dance with International Standar
ds on
Auditing (UK) (ISAs) (UK)) and applicabl
e law. Our r
esponsibilities
under those standar
ds are further described in the Auditor’
s
r
esponsibilities for the audit of the financial st
atements section of our
r
eport. W
e believe that the audit evidence we hav
e obtained is
sufficient and appr
opriate to pr
ovide a basis for our opinion. Our audit
opinion is consist
ent with the additional r
eport to the audit committ
ee.
Independence
F
ollowing the rec
ommendation of the Audit Committee, we were
appointed by the Boar
d of Directors on 23 May 2017 t
o audit the
financial statements f
or the year ended 30 June 2017 and subsequent
financial years. In r
espect of the year ended 30 June 2022 we wer
e
r
eappointed as auditor by the members of the Company at the annual
general meeting held on 14 December 2021. The period of t
otal
uninterrupted engagement including r
etenders and r
eappointments is
six years, c
overing the y
ears ending 30 June 2017 to 30 June 2022. W
e
r
emain independent of the Company in acc
or
dance with the ethical
r
equir
ements that ar
e rele
vant to our audit of the financial statements
in the UK, including the FRC’
s Ethical Standar
d as applied to listed
public inter
est entities, and we have fulfilled our other ethic
al
r
esponsibilities in acc
or
dance with these r
equirements. The non-audit
services pr
ohibited by that standar
d were not pr
ovided to the Company
.
Conclusions r
elating to going concern
In auditing the financial statements, we hav
e concluded that the
Dir
ectors
’ use of the going concern basis of ac
counting in the
pr
eparation of the financial stat
ements is appropriate. Our ev
aluation
of the Dir
ectors
’ asses
sment of the Company’
s ability to continue to
adopt the going concern basis of ac
counting included:
Evaluating the appr
opriateness of the Direct
ors’ method of
asses
sing the going concern in light of mark
et volatility and the
pr
esent uncertainties in ec
onomic recov
ery created by the Covid-19
pandemic and geo-political unr
est by re
viewing the information
used by the Dir
ectors in c
ompleting their as
sessment including the
liquidity of the investment portf
olio;
Challenging management’
s assumptions and judgements made by
performing an independent liquidity anal
ysis of the investment
portfolio; and
Assessing whether the Company c
an meet its short-term
obligations using management’
s for
ecasted expenditur
e as a base;
Corrobor
ating key inputs into management’
s asses
sment to sour
ce
documentation;
Challenging management’
s assessment of the lik
elihood of the
continuation vot
e passing by c
onsidering, specificall
y:
o
Historic r
ecord on the annual v
ote and the percent
age by which it
passed r
ecently (98.5% in the prior year) as w
ell as r
elative
stability of the shar
eholder regist
er;
o
Continued performance of the c
ompany relative to benchmark
and pr
evious year
s in which the vote had pas
sed; and
o
Correspondenc
e with the company’
s brok
er which refer
ences
their discussions with major shar
eholders and the vote is likel
y
to pass.
Assessing the r
easonability of the 12-month period cover
ed by
management’
s re
view in conjunction with the e
xpected upcoming
continuation vot
e; and
Reviewed the appr
opriateness of disclosur
es in the financial
statements.
Based on the work we have perf
ormed, we have not identified any
material uncertainties r
elating to events or c
onditions that,
individually or c
ollectively
, may cast signific
ant doubt on the
Company’
s ability to continue as a going conc
ern for a period of at
leas
t twel
ve months from when the financial s
tatements ar
e
authorised for is
sue.
In r
elation to the Company’
s r
eporting on how it has applied the UK
Corporate Gov
ernance Code, we have nothing material to add or draw
attention to in r
elation to the Direct
ors
’ statement in the financial
statements about whether the Dir
ectors consider
ed it appropriat
e to
adopt the going concern basis of ac
counting.
Our r
esponsibilities and the r
esponsibilities of the Dir
ectors with
r
espect to going conc
ern are described in the r
elevant sections of this
r
eport.
Overview
2022
2021
Key audit matters
V
aluation and ownership of investments
Revenue Rec
ognition
Materiality
Company financial statements as a whol
e
£1,350,000 (2021: £1,150,000) based on 1% (2021: 1%) of net assets
39
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Independent Auditor’
s Report
Auditor’
s Report
An overvie
w of the scope of our audit
Our audit was scoped by obtaining an under
standing of the Company
and its envir
onment, including the Company’
s system of internal
contr
ol, and assessing the risks of material mis
statement in the
financial statements. W
e also addr
essed the risk of management
override of internal c
ontrols, including asses
sing whether there was
evidence of bias by the Dir
ectors that may have r
epresented a risk of
material miss
tatement.
Key audit matters
Key audit matters ar
e those matters that, in our pr
ofessional
judgement, wer
e of most significance in our audit of the financial
statements of the curr
ent period and include the most significant
asses
sed risks of material miss
tatement (whether or not due to
fraud) that we identified, including those which had the gr
eatest effect
on: the overall audit s
trategy
, the alloc
ation of r
esour
ces in the audit,
and dir
ecting the efforts of the engagement team. These matt
ers
wer
e addressed in the c
ontext of our audit of the financial s
tatements
as a whole, and in f
orming our opinion thereon, and we do not pr
ovide
a separate opinion on these matter
s.
Key audit matter
How the scope of our audit addr
essed the key audit matter
V
aluation and ownership of investments
Note 1(d) and note 9
W
e consider the valuation and ownership of
investments (note 9) t
o be the most significant
audit ar
ea as investments r
epresent the mos
t
significant balance in the financial s
tatements
and underpin the principal activity of the
Company
.
The valuation of investments is a k
ey accounting
estimate wher
e there is an inher
ent risk of
management override arising fr
om the
investment valuations. The risk is r
educed for the
quoted investments which ar
e valued by the
administrator
. However
, the le
vel 2 and l
evel 3
valuations ar
e prepar
ed by CQS (UK) LLP, who
r
eceive a f
ee based on the net asset value of the
Company incr
easing the risk of management
override. F
urthermore, the valuation of l
evel 2
and le
vel 3 inves
tments is subject to the
Investment Manager’
s judgement.
In r
espect of each of the quoted investment v
aluations (£144,030k) of total investment
portfolio) we hav
e:
Checked the year end v
aluation to externally quot
ed prices fr
om independent sources.
Considered c
ontra indicators of value which sugges
t that the year-end price is not the
most appr
opriate indication of fair value such as pot
ential liquidity issues;
Confirmed the investment holdings to independentl
y receiv
ed third party confirmation
fr
om the custodian; and
Recal
culated the investment v
alue as at year end by multiplying the independently
confirmed holdings with ext
ernal bid prices.
In r
espect of each of the fixed inc
ome and pr
eferenc
e share valuations (£1,875k) of the
total inves
tment portfolio) we hav
e:
Checked the year end v
aluation to ext
ernally quot
ed prices fr
om independent
sour
ces;
Considered c
ontra indicators of value which sugges
t that the year-end price is not the
most appr
opriate indication of fair value such as pot
ential liquidity issues;
Considered the impact on the v
aluation of any non-performance of the investment
and/or defaults on inter
est payments; and
Confirmed the investment holdings to independentl
y receiv
ed third party confirmation
fr
om the custodian.
In r
espect of each of the derivative (W
arrant) investments (£468k) of the t
otal investment
portfolio we hav
e:
Challenged whether the v
aluation methodology was the most appr
opriate in the
cir
cumstanc
es under the International Private Equity and V
entur
e Capital V
aluation
(“IPEV”) Guidelines;
Confirmed the investment holdings to independentl
y receiv
ed third party confirmation
fr
om the custodian; and
Recal
culated the investment v
alue as at year end for arithmetic accuracy
.
Key observations
Based on our pr
ocedur
es performed we did not identify any matters t
o suggest that the
valuation and ownership of inv
estments was not appr
opriate.
40
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Auditor’
s Report
Independent Auditor’
s Report
Our application of materiality
W
e apply the concept of mat
eriality both in planning and performing our audit, and in ev
aluating the effect of misstat
ements. W
e consider
materiality to be the magnitude by which mis
statements, including omis
sions, could influence the economic decisions of r
easonable users that
ar
e taken on the basis of the financial s
tatements.
In or
der to r
educe to an appr
opriately l
ow lev
el the pr
obability that any misst
atements ex
ceed materiality
, we use a lower materiality l
evel,
performanc
e materiality
, to determine the extent of t
esting needed. Importantl
y
, misstatements bel
ow these lev
els will not necessaril
y be
evaluated as immat
erial as we also tak
e acc
ount of the natur
e of identified misst
atements, and the particular circumstanc
es of their occurrenc
e,
when evaluating their eff
ect on the financial statements as a whole.
Based on our pr
ofes
sional judgement, we determined materiality f
or the financial statements as a whole and perf
ormance materiality as foll
ows:
Company financial statements
2022
2021
Materiality
£1,350,000
£1,150,000
Basis for determining materiality
1% of Net Assets
Rationale f
or the benchmark applied
As an inv
estment trust, the net as
set value is the key measur
e of performance for user
s of
the financial statements.
Performanc
e materiality
£1,012,500
£862,500
Basis for determining perf
ormance materiality
75% of materiality
Rationale f
or performance materiality
Number of unadjusted audit diff
er
ences in prior year
.
Number of accounts subject t
o estimation.
Specific materiality
W
e also determined that for those items impacting Revenue r
eturn befor
e tax, a misstatement of l
ess than materiality for the financial
statements as a whol
e, specific materiality
, could influence the economic decisions of users as it is a measur
e of the Company’
s performance of
income generat
ed fr
om its investments after e
xpenses. As a result, we determined mat
eriality for these items t
o be £138,000 (2021: £217,500),
based on 5% of total e
xpenditur
e (2021: 10% Revenue r
eturn befor
e tax). We further applied a perf
ormance materiality lev
el of 75% (2021: 75%)
of specific materiality to ensur
e that the risk of errors e
xceeding specific materiality was appr
opriately mitigated.
Reporting thr
eshold
W
e agreed with the Audit Committee that we would r
eport to them all individual audit differ
ences in ex
ces
s of £67,500 (2021: £57,500). W
e also
agr
eed to r
eport differenc
es below this thr
eshold that, in our view, warranted r
eporting on qualitative gr
ounds.
Other information
The dir
ectors ar
e responsibl
e for the other information. The other inf
ormation comprises the inf
ormation included in the Annual Report other
than the financial statements and our audit
or’
s report ther
eon. Our opinion on the financial statements does not c
over the other inf
ormation
and, ex
cept to the e
xtent otherwise explicitly s
tated in our r
eport, we do not expr
ess any f
orm of assurance conclusion ther
eon. Our
r
esponsibility is to r
ead the other information and, in doing so, consider whether the other information is mat
erially inc
onsistent with the
financial statements, or our knowl
edge obtained in the course of the audit, or otherwise appears t
o be materially misst
ated. If we identify such
material inconsis
tencies or appar
ent material misstatements, we ar
e requir
ed to determine whether this gives rise to a mat
erial misstatement
in the financial statements themsel
ves. If, based on the work we have perf
ormed, we conclude that ther
e is a material miss
tatement of this
other information, we ar
e requir
ed to r
eport that fact.
W
e have nothing to report in this r
egard.
Independent Auditor’
s Report
(continued)
41
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Independent Auditor’
s Report
Auditor’
s Report
Corporate gov
ernance statement
The Listing Rul
es r
equir
e us to review the Dir
ectors
’ statement in r
elation to going concern, l
onger-term viability and that part of the Corporate
Governanc
e Statement r
elating to the Company’
s compliance with the pr
ovisions of the UK Corporate Governanc
e Code specified for our re
view.
Based on the work undertak
en as part of our audit, we have concluded that each of the f
ollowing el
ements of the Corporate Gov
ernance
Statement is materiall
y consistent with the financial stat
ements, or our knowledge obtained during the audit.
Going conc
ern and longer-term viability
The Direct
ors’ s
tatement with regar
ds to the appropriat
eness of adopting the going c
oncern
basis of accounting and any mat
erial uncertainties identified set out on page 18; and
The Direct
ors’ e
xplanation as to their assessment of the Company’
s prospects, the period this
asses
sment cov
ers and why the period is appr
opriate set out on page 18.
Other Code pro
visions
Direct
ors
’ statement on f
air
, balanced and understandabl
e set out on page 31;
Board’
s confirmation that it has carried out a r
obust assessment of the emer
ging and
principal risks set out on page 28;
The section of the annual report that describes the r
eview of effectiv
eness of risk
management and internal contr
ol systems set out on page 35; and
The section describing the work of the audit committee set out on page 35.
Other Companies Act 2006 r
eporting
Based on the r
esponsibilities described below and our w
ork performed during the c
ourse of the audit, we ar
e requir
ed by the Companies Act 2006
and ISAs (UK) to r
eport on certain opinions and matters as described bel
ow
.
Strategic r
eport and Directors
’ report
In our opinion, based on the work undertaken in the cour
se of the audit:
the information given in the Str
ategic r
eport and the Directors
’ report for the financial y
ear
for which the financial st
atements are pr
epared is consis
tent with the financial stat
ements;
and
the Strategic r
eport and the Director
s
’ report have been pr
epared in ac
cordanc
e with
applicabl
e legal requir
ements.
In the light of the knowledge and under
standing of the Company and its environment obt
ained
in the course of the audit, we hav
e not identified material misstatements in the s
trategic r
eport
or the Dir
ectors
’ r
eport.
Direct
ors’ r
emuneration
In our opinion, the part of the Dir
ectors
’ r
emuneration r
eport to be audited has been properl
y
pr
epar
ed in acc
or
dance with the Companies Act 2006.
Matters on which we ar
e requir
ed to
report by e
xception
W
e have nothing to report in r
espect of the follo
wing matters in r
elation to which the
Companies Act 2006 r
equir
es us to r
eport to you if, in our opinion:
adequate acc
ounting r
ecor
ds have not been kept, or r
eturns adequate for our audit have not
been r
eceived fr
om branches not visited by us; or
the financial statements and the part of the Dir
ectors
’ remuneration r
eport to be audited ar
e
not in agr
eement with the acc
ounting r
ecor
ds and returns; or
certain discl
osures of Dir
ectors
’ remuneration specified by law ar
e not made; or
we have not r
eceived all the information and e
xplanations we requir
e for our audit.
42
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Auditor’
s Report
Independent Auditor’
s Report
Responsibilities of Dir
ectors
As explained mor
e fully in the Statement of Dir
ectors
Responsibilities, the Dir
ectors ar
e responsibl
e for the prepar
ation of
the financial statements and f
or being satisfied that they give a true
and fair view, and f
or such internal contr
ol as the Dir
ectors determine
is necessary t
o enable the prepar
ation of financial statements that
ar
e fr
ee fr
om material misstatement, whether due to fr
aud or error
.
In pr
eparing the financial statements, the Dir
ectors ar
e responsibl
e
for as
sessing the Company’
s ability to continue as a going concern,
disclosing, as applic
able, matt
ers r
elated to going concern and using
the going concern basis of ac
counting unles
s the Dir
ectors either
intend to liquidate the Company or t
o cease operations, or hav
e no
r
ealistic alternative but t
o do so.
Auditor’
s responsibilities f
or the audit of the financial
statements
Our objectives ar
e to obtain reasonabl
e assurance about whether the
financial statements as a whol
e are fr
ee from material mis
statement,
whether due to fraud or err
or
, and to issue an audit
or’
s report that
includes our opinion. Reasonable as
surance is a high le
vel of
assuranc
e but is not a guarantee that an audit conducted in
accor
dance with ISAs (UK) will always det
ect a material misstatement
when it exists. Mis
statements can arise fr
om fraud or error and ar
e
consider
ed material if, individually or in the aggr
egate, they could
r
easonably be e
xpected to influence the economic decisions of users
taken on the basis of these financial s
tatements.
Extent to which the audit was capabl
e of detecting
irr
egularities, including fraud
Irr
egularities, including fraud, ar
e instances of non-complianc
e with
laws and r
egulations. W
e design procedur
es in line with our
r
esponsibilities, outlined above, to det
ect material misstatements in
r
espect of irr
egularities, including fraud. The ext
ent to which our
pr
ocedur
es are capabl
e of detecting irregularities, including fr
aud is
detail
ed below:
W
e gained an understanding of the legal and r
egulatory framework
applicabl
e to the Company and the industry in which it operates and
consider
ed the risk of acts by the Company which were c
ontrary to
applicabl
e laws and regulations, including fraud. These included but
wer
e not limited to be the Companies Act 2006, sections 1158 and
1159 of the Corporation T
ax Act, the UK Listing rules, the D
TR rules,
the applicabl
e accounting framework, V
A
T and other tax legislation.
Our pr
ocedur
es included:
agreement of the financial s
tatement disclosur
es to underlying
supporting documentation;
enquiries of management and those charged with go
vernance
r
elating to the exis
tence of any non-c
ompliance with laws and
r
egulations;
re
view of minutes of Board meetings thr
oughout the period for any
instanc
es of non-compliance with laws and r
egulations;
obtaining an underst
anding of the contr
ol environment in
monitoring complianc
e with laws and regulations; and
re
viewing the calculation in r
elation to Investment T
rust
compliance t
o check that the Company was meeting its
r
equir
ements to r
etain its Investment T
rust Status.
W
e assessed the susceptibility of the financial st
atement to material
misst
atement including fraud and c
onsider
ed the fraud risk ar
ea to
be management override of c
ontr
ols including the risk of bias in the
judgements and assumptions made in the valuation of inv
estments.
Our audit appr
oach included a blend of subs
tantive tes
ting, predictive
analytics and r
e-performance, which is well-plac
ed to detect error
s
arising fr
om inappr
opriate journals or other transactions which c
ould
be indicative of material fr
aud or management override. Our
pr
ocedur
es included:
Reviewing the general l
edger for lar
ge or unusual journals outside
of expectations and judgements made in the pr
eparation of the
financial statements;
Reviewing estimates and judgements, including those applied in
r
elation to the r
ecoverability of l
ong outstanding debtors and in
r
elation to the valuation of unquoted inv
estments and warrants to
asses
s their appr
opriateness and the e
xistence of any systematic
bias; Reviewing the unadjust
ed audit differ
ences for indic
ations of
bias or deliberate mis
statement.
Agreement of the financial s
tatement disclosur
es to underlying
supporting documentation;
Enquiry of the Administrator
, Alternative Inves
tment F
und Manager
(AIFM) and those Char
ged With Governanc
e r
egarding any known
or suspected non-complianc
e with applicable laws and r
egulations;
T
esting of journal postings made during the year to supporting
documentation to identify potential management o
verride of
contr
ols;
Review of minutes or Boar
d meeting minutes throughout the
period for known or suspect
ed instanc
es of fraud; and
Obtaining an underst
anding of the contr
ol environment in
monitoring complianc
e with laws and regulations.
Our audit pr
ocedur
es were designed to r
espond to risks of material
misst
atement in the financial stat
ements, r
ecognising that the risk of
not detecting a material mis
statement due t
o fraud is higher than the
risk of not detecting one r
esulting from err
or
, as fraud may invol
ve
deliberate c
oncealment by
, for exampl
e, for
gery
, misrepr
esentations
or thr
ough collusion. Ther
e are inher
ent limitations in the audit
pr
ocedur
es performed and the further r
emoved non-c
ompliance with
laws and r
egulations is fr
om the events and tr
ansactions r
eflect
ed in
the financial statements, the l
ess likel
y we are to bec
ome awar
e of it.
A further description of our r
esponsibilities is availabl
e on the
Financial Reporting Council
s website at: www
.frc.or
g.uk/
auditorsr
esponsibilities. This description forms part of our auditor’
s
r
eport.
Use of our r
eport
This r
eport is made solel
y to the Company’
s members, as a body
, in
accor
dance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertak
en so that we might stat
e to the
Company’
s members those matters we ar
e requir
ed to state t
o them
in an auditor’
s r
eport and for no other purpose. T
o the fullest e
xtent
permitted by law, we do not acc
ept or assume responsibility t
o
anyone other than the Company and the Company’
s members as a
body
, for our audit work, for this r
eport, or for the opinions we have
formed.
Chris Meyrick (Senior Statutory Auditor)
F
or and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
31 October 2022
BDO LLP is a limited liability partnership r
egister
ed in England and
W
ales (with regis
tered number OC305127).
Independent Auditor’
s Report
(continued)
43
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Statement of Compr
ehensive Income
Financial Statements
Statement of Compr
ehensive Inc
ome
Year ended 30 June 2022
Year ended 30 June 2021
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments held at fair value
through profit or loss
9
21,435
21,435
52,048
52,048
Exchange gains/(losses)
70
70
(25)
(25)
Income
2
4,765
4,765
3,080
3,080
Investment management fee
3
(405)
(1,214)
(1,619)
(285)
(854)
(1,139)
Other expenses
4
(626)
(626)
(563)
(563)
Net return before finance costs and
taxation
3,734
20,291
24,025
2,232
51,169
53,401
Interest payable and similar charges
5
(83)
(241)
(324)
(51)
(152)
(203)
Net return on ordinary activities
before taxation
3,651
20,050
23,701
2,181
51,017
53,198
Tax on ordinary activities
6
(202)
(202)
(110)
(110)
Net return attributable to equity
shareholders
3,449
20,050
23,499
2,071
51,017
53,088
Return per ordinary share (pence)
8
5.16p
29.98p
35.14p
3.10p
76.27p
79.37p
The ‘total
’ column of this statement r
epresents the Company’
s profit and los
s account, pr
epared in acc
or
dance with UK GAAP
.
All r
evenue and c
apital items in this st
atement derive fr
om continuing operations.
A statement of other c
omprehensive inc
ome is not pr
esented as all gains and los
ses of the Company have been refl
ected in the above Statement
of Compr
ehensive Income.
The accompanying not
es are an integral part of the financial s
tatements.
44
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Balance Sheet
Balanc
e Sheet
Notes
As at
30 June 2022
£’000
As at
30 June 2021
£’000
Fixed assets
Investments at fair value through profit or loss
9
146,373
129,353
Current assets
Debtors
10
103
475
Cash at bank
6,111
2,887
6,214
3,362
Creditors: amounts falling due within one year
11
(515)
(1,396)
Loan: amount falling due within one year
12
-
(16,000)
Current liabilities
(515)
(17,396)
Creditors: amounts falling due after more than one year
Loan: amount falling due after one year
(17,000)
-
Net assets
135,072
115,319
Capital and reserves
Called-up share capital
13
16,722
16,722
Special distributable reserve
28,571
28,868
Share premium
4,851
4,851
Capital reserve
84,928
64,878
Revenue reserve
Equity shareholders’ funds
135,072
115,319
Net asset value per share
14
201.94p
172.40p
Company number: 02978531
These financial statements on pages 43 t
o 60 wer
e approved by the Boar
d of Direct
ors and authorised f
or issue on 31 October 2022 and wer
e
signed on its behalf by:
Helen Gr
een
Chair
The accompanying not
es are an integral part of the financial s
tatements.
45
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Statement of Changes in Equity
Financial Statements
Statement of Changes in Equity
F
or the year ended 30 June 2022
Notes
Share
Capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 30 June 2021
16,722
4,851
28,868
64,878
115,319
Return on ordinary activities after
taxation
20,050
3,449
23,499
Dividends paid
7
(297)
(3,449)
(3,746)
Balance at 30 June 2022
16,722
4,851
28,571
84,928
135,072
F
or the year ended 30 June 2021
Notes
Share
Capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
Balance at 30 June 2020
16,722
4,851
30,386
13,861
157
65,977
Return on ordinary activities after
taxation
51,017
2,071
53,088
Dividends paid
7
(1,518)
(2,228)
(3,746)
Balance at 30 June 2021
16,722
4,851
28,868
64,878
115,319
The special distributabl
e reserve and the r
evenue r
eserve repr
esents the amount of the Company’
s reserves distribut
able by way of dividend.
The accompanying not
es are an integral part of the financial s
tatements.
46
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Cash Flow St
atement
Cash Fl
ow Statement
Notes
Year ended
30 June 2022
£’000
Year ended
30 June 2021
£’000
Operating activities
Investment income received
4,559
3,022
Deposit interest received
4
Investment management fees paid
(1,438)
(1,138)
Other payments
(695)
(428)
Net cash inflow from operating activities
2,430
1,456
Investing activities
Purchases of investments
(64,641)
(20,484)
Disposals of investments
68,425
20,862
Net cash inflow from investing activities
3,784
378
Financing activities
Equity dividends paid
(3,746)
(3,746)
Loan funding
12
1,000
4,000
Loan interest
(314)
(203)
Net cash (outflow)/inflow from financing activities
(3,060)
51
Increase in net cash
3,154
1,885
Reconciliation of net cash flow movement to movement in net cash
Increase in cash in the year
3,154
1,885
Exchange gains/(losses)
70
(25)
Movement in net cash in the year
3,224
1,860
Opening cash at 1 July
2,887
1,027
Closing cash at 30 June
6,111
2,887
The accompanying not
es are an integral part of the financial s
tatements.
47
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
Notes to the Financial Statements
for the y
ear ended 30 June 2022
1
Ac
counting policies
CQS Natural Resour
ces Growth and Inc
ome PLC is a public company limit
ed by shar
es, it was incorporated in acc
or
dance with the Laws of England
and W
ales, details of the r
egistered offic
e are included on page 67.
A summary of the principal accounting policies adopt
ed is set out below
.
(a) Basis of acc
ounting
The financial statements hav
e been pr
epared in acc
or
dance with Financial Reporting Standar
d 102 and the Statement of Recommended Pr
actice
(SORP) for “Financial Stat
ements of Investment T
rust Companies and Ventur
e Capital T
rusts” issued by the Association of Inv
estment Companies
dated April 2021. They have also been pr
epared on a going c
oncern basis and on the assumption that appr
oval as an investment trust will c
ontinue
to be granted.
The Dir
ectors have, at the time of appr
oving the financial stat
ements, a r
easonable e
xpectation that the Company has adequate resour
ces to
continue in operational e
xistence for at l
east twel
ve months from the date of appr
oval of these financial stat
ements. Further det
ail is included in
the Dir
ectors
’ Report on page 27.
(b) Financial assets
All financial assets ar
e initially r
ecognised at fair value net of transactions c
osts incurred. All financial as
sets ar
e r
ecor
ded at the date on which
the Company became party to the c
ontractual r
equirements of the financial asset. Subsequentl
y
, they ar
e measured at fair v
alue thr
ough pr
ofit
or los
s.
Cash and cash equival
ents
Cash comprises cash in hand and demand deposits. Cash equiv
alents are short-t
erm, highly liquid inv
estments that ar
e readil
y convertible to
known amounts of cash and that ar
e subject to insignificant risk of change in value.
(c) Financial liabilities
All financial liabilities ar
e initially r
ecognised at fair v
alue net of transaction cos
ts incurred. All financial liabilities ar
e recor
ded on the date on
which the Company becomes party to the c
ontractual requir
ements of the financial liability
.
Non-derivative financial liabilities such as l
oan equivalents, trade and other payabl
es with fixed and determinabl
e payments and not quoted in
an active market, ar
e initially r
ecognised at fair value (which is equiv
alent to cost) plus tr
ansaction costs that are dir
ectly attributabl
e to the
acquisition and ar
e subsequently c
arried at amortised cost. Bank l
oans are r
ecognised at cost, being the f
air value of the consideration r
eceived.
Any issue cos
ts will be charged in the year in which they ar
e incurred. The amounts f
alling due for repayment within one y
ear are included under
“Loan: amount falling due within one year” in the St
atement of Financial Position and amounts falling due after one year ar
e included under “Loan:
amount falling due after mor
e than one year” in the Statement of Financial Position.
(d) Fixed asset inv
estments
Financial assets which comprise equity shar
es, convertibl
e bonds and fixed income securities, ar
e classified as held at fair value thr
ough profit
or los
s as the financial assets ar
e managed and their performance ev
aluated on a fair value basis in acc
ordance with the Company’
s investment
strategy and this is also the basis on which inf
ormation about investments is pr
ovided internall
y to the Board.
Pur
chases or sales of financial as
sets are r
ecognised/derec
ognised on the date the Company trades the investments. On initial r
ecognition
investments ar
e classified as fair value thr
ough profit or l
oss with any r
esultant gain or los
s, including any gain or loss arising fr
om a change in
ex
change rates, r
ecognised in the Statement of Compr
ehensive Income. F
or listed securities this is either the bid price or last tr
aded price,
depending on the convention of the e
xchange on which the investment is listed, adjus
ted or accrued. Financial assets which ar
e not listed or
wher
e trading in the securities of an inves
tee company is suspended ar
e valued at the Boar
d’
s estimate of fair v
alue in accor
dance with
International Private Equity and V
entur
e Capital (IPEV) valuation guidanc
e.
Unquoted financial assets ar
e valued by the Dir
ectors on the basis of all the inf
ormation available to them at the time of valuation. This includes
a r
eview of the financial and trading inf
ormation of the Company
, covenant c
ompliance, ability to pay the inter
est due and cash held. F
or
convertibl
e bonds this also includes consideration of their discounted c
ash flows and underlying equity v
alue based on information pr
ovided by
the Investment Manager
.
(e) Income
Dividends r
eceivabl
e on equity shares ar
e rec
ognised as income on the date that the r
elated investments ar
e marked ex-dividend. Dividends
r
eceivabl
e on equity shares wher
e no ex-dividend date is quoted ar
e recognised as inc
ome when the Company’
s right to receiv
e payment is
established.
Fixed inter
est r
eturns on non-equity shares ar
e recognised on a time apportioned basis so as, if material, t
o r
eflect the effective inter
est rate on
those instruments. Any differ
ence between acquisition cos
t and maturity value is recognised as r
evenue ov
er the life of the security using the
effective yield basis of c
alculating amortisation. Other r
eturns on non-equity shar
es ar
e r
ecognised when the right to the r
eturn is established.
The fixed r
eturn on a debt security is rec
ognised on a time apportioned basis so as to r
eflect the effective int
erest rat
e on each such security
.
Income fr
om deposit interes
t and underwriting commis
sion is r
ecognised on an accruals basis.
48
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
(f) T
axation
The char
ge for taxation is based on net r
evenue f
or the year
. The tax effect of differ
ent items of income/gain and e
xpenditur
e/los
s is allocated
between capital and r
evenue on the same basis as the particular item to which it r
elates.
Deferr
ed tax balances ar
e recognised in r
espect of all timing differ
ences that have originated but not r
eversed by the balance sheet date, e
xcept:
the rec
ognition of deferred t
ax assets is limited to the extent that it is pr
obable that they will be r
ecover
ed against the r
eversal of deferr
ed tax
liabilities or other futur
e taxabl
e pr
ofits; and
any deferr
ed tax balances ar
e rever
sed if and when all conditions f
or r
etaining associated tax allo
wances have been met.
Deferr
ed tax balances ar
e not recognised in r
espect of permanent differ
ences.
Deferr
ed income tax is determined using tax r
ates and laws that have been enacted or subs
tantively enacted by the r
eporting date. Because the
Company intends each year to qualify as an inv
estment trust under Chapt
er 4 of Part 24 of the Corporation T
ax Act 2010 (pre
viously S842 of the
Income and Corporation T
axes Act 1988), no pr
ovision is made for def
err
ed taxation in r
espect of the capital gains that have been r
ealised, or
ar
e expected in the futur
e to be r
ealised, on the sale of fix
ed asset investments.
(g) Expenses
All expenses ar
e accounted f
or on an accruals basis. Expenses are char
ged through the Stat
ement of Compr
ehensive Income as a re
venue item
ex
cept the f
ollowing which are char
ged to capital:
expenses which ar
e incidental to the disposal of an investment ar
e deducted from the disposal pr
oceeds of the investment; and
the Company charges 75 per c
ent of investment management fees to c
apital, in line with the Board’
s expected l
ong term return in the f
orm of
capital gains and inc
ome r
espectivel
y from the investment portf
olio of the Company
. This split has been reasses
sed annually and remains
appr
opriate. F
or further details ref
er to note 3.
(h) Dividend payments
Dividends paid by the Company on its shar
es ar
e r
ecognised in the financial statements in the period in which they ar
e paid and are shown in
the Statement of Changes in Equity
.
(i) F
oreign curr
ency
T
ransactions denominated in for
eign currencies ar
e rec
orded in the loc
al curr
ency at actual exchange rates at the dat
e of the transaction.
Overseas as
sets and liabilities denominated in for
eign currencies at the y
ear end are r
eported at the rates of ex
change pr
evailing at the y
ear
end. Instruments held at fair v
alue are translated at the r
ate pr
evailing at the time the fair value is det
ermined. Any gain or los
s arising fr
om a
change in ex
change rates subsequent to the dat
e of a transaction and befor
e the settlement dat
e is included as an ex
change gain or loss in
capital r
eserves. The functional currency of the Company
, being its statut
ory r
eporting curr
ency
, is sterling.
(j) Finance c
osts
Finance cos
ts are acc
ounted for on an ac
cruals basis. Finance costs of debt, insof
ar as they r
elate to the financing of the Company’
s investments
or to financing activities aimed at maintaining or enhancing the value of the Company’
s investments, ar
e allocated between r
evenue and capital
in accor
dance with the Boar
d’
s expected long-term split of r
eturns, in the form of income and c
apital gains r
espectively
, from the Company’
s
investment portf
olio. For further details r
efer to note 5.
(k) Reserves
(a)
Shar
e capital – r
epresents the nominal v
alue of authorised and allocat
ed, called-up and fully paid shar
es issued. The r
eserve is non
distributabl
e.
(b)
Share pr
emium – the surplus of net proc
eeds r
eceived from the is
suance of new shares o
ver their par value is credit
ed to this acc
ount and
the r
elated issue c
osts are deducted fr
om this account. The r
eserve is non-distributabl
e.
(c)
Capital r
eserve – The following ar
e account
ed for in this r
eserve:
gains and losses on the r
ealisation of investments;
realised and unr
ealised exchange diff
erences on transactions of a c
apital nature;
capitalised expenses and financ
e costs, t
ogether with the r
elated taxation effect; and
increases and decr
eases in the valuation of investments held. The r
eserve is non-distributabl
e.
(d)
Special distributable r
eserve – cr
eated from the Court canc
ellation of the share pr
emium account which had arisen fr
om premiums paid at
launch. Availabl
e as distributable pr
ofits.
(e)
Revenue reserv
e – the net pr
ofit/(loss) arising in the r
evenue column of the Statement of Compr
ehensive Income is added to or
deducted fr
om this reserve. A
vailabl
e for paying dividends.
(l) Single segment
al r
eporting
The company is engaged in a Singl
e Segment of business, being investment business, c
onsequently no business segmental anal
ysis is provided.
49
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
(m) Critical acc
ounting estimates and judgements
The pr
eparation of the financial stat
ements necessarily r
equires the e
xercise of judgement both in applic
ation of accounting policies which ar
e
set out above and in the sel
ection of assumptions used in the calculation of es
timates. These estimates and judgements ar
e r
eviewed on an
ongoing basis and ar
e continuall
y evaluated based on historical e
xperience and other factors.
However
, actual r
esults may differ fr
om these estimates. The only signific
ant accounting estimate and judgement is the valuation of the unquot
ed
and le
vel 2 inves
tments which is described in note 1(d) above.
The main judgements and estimates used in cal
culating the price of the W
arrants are:
Firstl
y
, the derivative valuation model used to v
alue the warrants. The Inves
tment Manager has select
ed the Black Scholes Model t
o value the
unlisted warrants as this is a widel
y accepted warr
ant valuation model to use.
Secondl
y
, the inputs into the Black-Scholes model as outlined bel
ow
.
F
or any unlisted securities the time to maturity to estimate the his
toric volatility r
equired in the cal
culations underpinning the Black Scholes Pricing
Model is used. The volatility of the underl
ying equity is obtained, and if this is not availabl
e or is not refl
ective, due to a lack of liquidity etc., then
the Company will look to use the v
olatility of the parent company or an appr
opriate pro
xy
.
F
or any securities with a maturity greater than 1 year the 90 day V
olatility is used and for any securities with a maturity l
ess than 1 year the 60 days
V
olatility is used. These have been deemed appropriate periods t
o use, as often using the time to e
xpiry has captur
ed market or firm events that
have artificiall
y inflated the volatility which has in turn inflated the v
aluation. If the period used still yields an unr
eflective l
evel of volatility
, then
the volatility period used is overridden. When appr
opriate to ext
end the period the time to maturity is used, up to a maximum of 400 days, which
is in line with Bloomber
g’
s option and warrant valuation model assumptions.
In determining the risk fr
ee rate, the swap price discount curv
e is used for the r
elevant curr
ency which is derived fr
om data retriev
ed fr
om Bloomber
g.
The swap curve in the W
arrant Currency is deemed an appr
opriate method for appr
oximating the yield curve f
or the foll
owing reasons:
There is sufficient liquidity and depth of pricing t
o provide r
eliable valuations f
or the Swap curves f
or the points and curr
encies that the
Company curr
ently r
equires.
Using Swaps allows f
or the same discount rate methodology t
o be used acr
oss the range of maturities of the W
arrant portfolio, wher
eas
using other instruments to c
onstruct a yield curve would typic
ally be more limit
ed acr
oss diff
erent tenors. This is r
elev
ant the curr
ent
portfolio as ther
e is a wide range of time-to-maturities.
Using Swaps allows f
or the same discount rate methodology t
o be used acr
oss diff
erent curr
encies, which is applicable to the Company’
s
curr
ent portfolio which c
ontain W
arrants listed and traded in a r
ange of curr
encies.
2 Income
2022
£’000
2021
£’000
Income from investments
*
UK dividend income
160
176
Preference share dividend income
492
169
Overseas dividend income
3,751
2,102
Overseas fixed interest
358
633
4,761
3,080
Other income
Deposit interest
4
4
Total income
4,765
3,080
Total income comprises:
Dividends
4,403
2,447
Fixed interest securities
358
633
Deposit interest
4
4,765
3,080
*
All investment income arises on inv
estments valued at fair value thr
ough profit or los
s.
Other income on financial assets not v
alued at fair value thr
ough profit or l
oss.
50
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
3
Inves
tment Management F
ees
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Investment management fee
405
1,214
1,619
285
854
1,139
The Company’
s Investment Manager is CQS which in turn has del
egated this function to NCIM. The contract between the Company and CQS
may be terminated by either party giving not l
ess than six months
’ notice of termination.
The Company’
s annual management fee is 1.2 per cent on net as
sets up to £150m; 1.1 per cent on net assets abov
e £150m and up to £200m; 1.0
per cent on net assets abo
ve £200m and up to £250m; and, 0.9 per cent on net assets abo
ve £250m.
The balance due to CQS f
or management fees at the year end was £296,000 (2021: £115,000) as per the Investment Management Agr
eement.
Investment management f
ees have been allocated 75% to c
apital and 25% to re
venue (2021: 75% capital, and 25% r
evenue).
4
Other Expenses (including irr
ecover
able V
A
T)
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Secretarial and administration fees
141
141
124
124
Directors’ fees
131
131
131
131
Employer’s National Insurance contributions
3
3
2
2
Auditor remuneration: – fees payable for the audit
ofthe annual accounts
65
65
35
35
Tax advisor remuneration for tax services
10
10
10
10
Directors’ and Officers’ liability insurance
11
11
7
7
Registrar fees
19
19
19
19
Custody fees
32
32
38
38
Depositary fees
50
50
46
46
Promotional activities
40
40
34
34
Stock exchange fees
22
22
18
18
Advisory and legal fees
76
76
76
76
Irrecoverable VAT
18
18
Other
26
26
5
5
626
626
563
563
No pension contributions wer
e payable in r
espect of any of the Director
s.
The Company does not have any emplo
yees.
5
Inter
est Payabl
e
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Interest on bank loan
83
241
324
51
152
203
Inter
est payable on the bank l
oan has been allocated 75% to capit
al and 25% to rev
enue (2021: 75% capital, and 25% r
evenue).
51
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
6
T
ax on Ordinary Activities
2022
Revenue
£’000
2022
Capital
£’000
2022
Total
£’000
2021
Revenue
£’000
2021
Capital
£’000
2021
Total
£’000
Corporation tax
(163)
(163)
Overseas taxation
365
365
110
110
202
202
110
110
Reconciliation of T
ax Charge
The tax asses
sed for the year is the curr
ent standar
d rate of corporation t
ax in the UK. A reconciliation of the tot
al tax char
ge is set out below:
2022
Total
£’000
2021
Total
£’000
Return on ordinary activities before taxation
23,701
53,198
Corporation tax at 19% (2021: 19%)
4,503
10,108
Effects of:
Non taxable income
(837)
(465)
Non taxable gains
(4,073)
(9,889)
Overseas withholding tax
365
110
Excess management expenses (deferred tax not recognised)
420
241
Non taxable exchange(gains)/losses
(13)
5
Corporation tax
(163)
Current year tax charge
202
110
Due to the Company’
s status as an Inves
tment Trus
t, and the intention to c
ontinue meeting the conditions r
equired to obt
ain appr
oval in the
for
eseeable futur
e, the Company has not provided f
or deferred t
ax on capital gains and l
osses arising on the re
valuation or disposal of investments.
At 30 June 2022 the Company had surplus management expenses of £11,440,000 (2021: £9,508,000) on which no def
err
ed tax asset has been
r
ecognised.
7 Dividends
2022
Revenue
£’000
2021
Revenue
£’000
Amounts recognised as distributions to equity holders in the year:
Fourth interim dividend for the year ended 30 June 2021 of 1.82p (2020 – 1.82p) per ordinary share
1,217
1,217
First interim dividend for the year ended 30 June 2022 of 1.26p (2021 – 1.26p) per ordinary share
843
843
Second interim dividend for the year ended 30 June 2022 of 1.26p (2021 – 1.26p) per ordinary share
843
843
Third interim dividend for the year ended 30 June 2022 of 1.26p (2021 – 1.26p) per ordinary share
843
843
3,746
3,746
Amounts relating to the year but not paid at the year end:
Fourth interim dividend for the year ended 30 June 2022 of 1.82p (2021 – 1.82p) per ordinary share
1,217
1,217
In accor
dance with FRS 102 the fourth int
erim dividend has not been included as a liability in these accounts and will be r
ecognised in the
period in which it is paid.
52
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
8
Return per Or
dinary Share
Return per or
dinary shar
e attributabl
e to shar
eholders refl
ects the overall performanc
e of the Company in the year
.
Year ended
30 June 2022
£’000
Year ended
30 June 2021
£’000
Revenue return
3,449
2,071
Capital return
20,050
51,017
Total return
23,499
53,088
Number
Number
Weighted average number of ordinary shares in issue
66,888,509
66,888,509
Revenue return per ordinary share (pence)
5.16
3.10
Capital return per ordinary share (pence)
29.98
76.27
Total return per ordinary share (pence)
35.14
79.37
F
or the years ended 30 June 2022 and 30 June 2021 there was no dilution t
o the r
evenue r
eturn per ordinary shar
e. Additionally
, for the year
ended 30 June 2022 and 30 June 2021 ther
e was no dilution to the capital r
eturn per ordinary shar
e.
9
Inves
tments
2022
£’000
2021
£’000
Equity shares
139,005
115,513
Fixed income securities
1,875
7,770
Preference shares
5,024
5,652
Warrants
469
418
146,373
129,353
Included above ar
e unquoted investments of value £60,000 (2021: £53,000).
The Company does not intend to acquir
e securities that are unquoted or unlis
ted at the time of investment with the e
xception of securities
which, at the time of acquisition, ar
e intending to list on a s
tock exchange or securities which ar
e convertible int
o quoted securities. However
,
the Company may continue to hold securities that c
ease to be quoted or listed if the Investment Manager c
onsiders this to be appropriate.
All investments ar
e designated fair value thr
ough profit or l
oss at initial rec
ognition, therefor
e all gains and losses arise on inv
estments
designated at fair v
alue through pr
ofit or loss.
FRS 102 The Financial Reporting Standar
d Applicable in the UK and Republic of Ir
eland requir
es an analysis of investments valued at f
air value
based on the r
eliability and significance of inf
ormation used to measure their f
air value. The level is det
ermined by the low
est (that is the l
east
r
eliable or independentl
y observable) l
evel of input that is significant to the f
air value measur
ement for the individual investment in its entir
ety
as foll
ows:
l
Level 1 – inv
estments quoted in an active market;
l
Level 2 –
investments whose fair value is based dir
ectly on observabl
e current market pric
es or indirectl
y being derived fr
om market
prices; and
l
Level 3 –
investments whose fair value is determined using a v
aluation technique based on assumptions that are not support
ed by
observabl
e curr
ent market pric
es or based on observable market dat
a.
If the market value of the Le
vel 3 investments fell by 5 per c
ent, the impact on the pr
ofit or loss and the net asset v
alue would have been negative
£0.12 million (2021: negative £0.01 million). If the value of the Lev
el 3 investments rose by the same amount, the eff
ect would have been equal
and opposite. 5% has been sel
ected as this l
evel of change is c
onsider
ed to be reasonabl
e based on observations of current mark
et conditions.
53
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
As at 30 June 2022
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities
135,599
1,455
1,891
138,945
Quoted preference shares
5,024
5,024
Quoted bonds
1,763
112
1,875
Quoted warrants
47
47
Unquoted equities
60
60
Unquoted warrants
422
422
Total
140,670
3,218
2,485
146,373
As at 30 June 2021
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets at fair value through profit or loss
Quoted equities
114,313
1,147
115,460
Quoted preference shares
5,652
5,652
Quoted bonds
7,770
7,770
Quoted warrants
72
62
134
Unquoted equities
53
53
Unquoted warrants
284
284
Total
120,037
8,979
337
129,353
In line with the r
evised SORP issued in April 2021, the pr
esentations of gains and los
ses arising from disposals of investments and gains and
los
ses on r
evaluation of investments have now been c
ombined. Please see Accounting P
olicies note 1(a) on page 47.
The company r
eceived £68,289,000 (2021: £20,862,000) fr
om investments sold in the year
. The book cost of these investments when they w
er
e
pur
chased was £64,590,000 (2021: £15,090,000).
The Level 3 inves
tments at the year end, along with the r
espective valuation methods utilised ar
e as follo
ws:
The fair value of Le
vel 3 financial assets has been determined by r
eferenc
e to valuation techniques described in note 1(d) of these financial
statements. Judgement has been e
xercised in each of these v
aluations in determining the most appropriate v
aluation methodology and inputs
into the valuation models used.
All other le
vel 3 securities have been pric
ed at nil, in the absence of any indicators of higher value. Ther
e are normal v
oting rights attached to all
le
vel 3 equity holdings which ar
e directl
y proportionate to the % holding in the c
ompany
. The respective inter
ests in these holdings ar
e detailed above.
These securities ar
e priced using ev
aluated prices fr
om a third party v
endor
, together with a price comparison made t
o secondary and tertiary
evaluated thir
d party sourc
es. Evaluated prices ar
e in turn based on a variety of sourc
es, including br
oker quotes and benchmarks. As a r
esult
these investments ar
e disclosed as Level 2 – r
ecognising that the fair v
alues of these investments ar
e not as visible as quoted equity inv
estments
and their higher inher
ent pricing risk. Howev
er
, this does not mean that the fair values shown in the portfolio v
aluation ar
e not achievabl
e at
point of sale.
The gains and los
ses included in the above t
able hav
e all been r
ecognised within gains/(l
osses) on investments in the Statement of Compr
ehensive
Income on page 43. The Dir
ectors believe that the use of r
easonable possibl
e alternative assumptions f
or its Level 3 holdings would not r
esult in
a valuation significantl
y different fr
om the valuation included in these financial stat
ements.
Gains/(losses) on investments
2022
£’000
2021
£’000
Realised gains on sale
31,722
4,878
Unrealised (losses)/gains on investments
(10,287)
47,170
Gains on investments
21,435
52,048
During the year the Company incurr
ed transaction costs on the pur
chases of £65,000 (2021: £14,000) and transaction costs on sal
es of £58,000
(2021: £15,000).
54
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
10
Debtors
2022
£’000
2021
£’000
Amounts due from brokers
136
Prepayments and accrued income
69
175
Overseas tax recoverable
22
153
VAT recoverable
12
11
103
475
11
Cr
editors: Amounts F
alling Due Within One Y
ear
2022
£’000
2021
£’000
Amounts due to brokers
52
897
Corporation tax
163
Other creditors
463
336
515
1,396
Included within other cr
editors is £296,000 (2021: £115,000) due to CQS in r
espect of management fees.
12
Bank Loan F
acility
2022
£’000
2021
£’000
Bank loan facility
17,000
16,000
The Company has an unsecur
ed loan f
acility with Scotiabank Europe Pl
c (“Scotiabank”). The facility expir
ed on 17 September 2021 and has been
r
enewed for a further tw
o years e
xpiring on the 17 September 2023.
As at the year end the unsecur
ed loan facility had a limit of £25 million of which £17 million was drawn down at the y
ear end, £12 million at a
rate of 2.39% fix
ed until 19 September 2022 and £5 million at a rate of 2.64% fixed until 26 September 2022.
At the date this Report was appr
oved £17 million was drawn down under this facility at a r
ate of 3.14% fixed until 20 December 2022.
During the year the co
venants of the l
oan facility have been met. The f
ollowing ar
e the covenants for the f
acility:
the borr
ower shall not permit the adjusted as
set coverage to be l
ess than 3.5 to 1;
the borr
ower shall not permit the net asset v
alue to be less than £45,000,000; and
the loan f
acility is rolled o
ver every thr
ee months and can be canc
elled at any time.
55
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
13
Shar
e Capital
2022
Shares
2022
£’000
Allotted, called up and fully-paid
Total issued ordinary shares of 25p each as at 1 July 2021
66,888,509
16,722
Total issued ordinary shares of 25p each
as at 30 June 2022
66,888,509
16,722
Capital management policies and pr
ocedures
The Company’
s capital management objectives ar
e:
to ensur
e that the Company will be able to continue as a going c
oncern; and
t
o maximise the capital r
eturn to its equity shareholder
s through an appr
opriate balance of equity capital and debt. The Boar
d normally seeks
to limit gearing to 25% of net as
sets, maximum gearing during the course of the y
ear was 15.7% and was 8.1% at 30 June 2022.
The Boar
d monitors and r
eviews the br
oad structur
e of the Company’
s capital on an ongoing basis. This re
view includes the natur
e and planned
le
vel of gearing, which tak
es account of the Investment Manager’
s views on the market, and the extent t
o which revenue in e
xcess of that which
is r
equir
ed to be distributed should be r
etained. The Company has no externall
y imposed capital r
equir
ements.
The capital of the Company is managed in ac
cor
dance with its investment policy detail
ed in the Strategic Review on page 17.
14
Net Asset V
alue per Or
dinary Share
The net asset value per or
dinary share is based on net as
sets of £135,072,000 (2021: £115,319,000) and on 66,888,509 (2021: 66,888,509) ordinary
shar
es, being the number of or
dinary shar
es in issue at the year end.
15
Financial Instruments
The Company’
s financial instruments comprise its inves
tment portfolio, cash balances, bank f
acilities and debtors and cr
editors that arise dir
ectly
fr
om its operations. As an inves
tment trust the Company holds a portfolio of financial as
sets in pursuit of its investment objective. The Company
can mak
e use of fle
xible borr
owings for short term purposes t
o achieve impro
ved perf
ormance in rising mark
ets and to seek to enhanc
e the
r
eturns to shar
eholders, when consider
ed appr
opriate by the Inves
tment Manager
. The downside risk of borrowings may be r
educed by raising
the le
vel of cash balanc
es held.
Financial assets designated at f
air value through pr
ofit or loss (see note 9) ar
e held at fair value. F
or listed securities trading activ
ely
, fair value
is consider
ed to be equivalent t
o the most availabl
e recent bid pric
e. Where listed securities ar
e not trading activel
y
, multiple br
oker quotes ar
e
r
efer
encing to estimate f
air value. F
or unlisted securities, this is determined by the Boar
d using valuation techniques based on unobservabl
e inputs.
The fair value of other r
eceivabl
es cash and cash equival
ent and other payabl
es is repr
esented by their carrying value in the Balance Sheet shown
on page 44. These ar
e short term financial assets and liabilities whose c
arrying value appro
ximate fair v
alue.
The main risks that the Company fac
es arising fr
om its financial instruments ar
e:
(i)
market price risk, being the risk that the value of inv
estment holdings will fluctuate as a result of changes in mark
et prices caused by factor
s
other than inter
est rate or curr
ency rate mo
vements;
(ii)
interes
t rate risk, being the risk that the future c
ash flows of a financial ins
trument will fluctuate because of changes in mark
et interest r
ates;
(iii)
for
eign curr
ency risk, being the risk that the value of investment holdings, inv
estment purchases, inves
tment sales and income will fluctuate
because of mov
ements in curr
ency rates;
(iv)
credit risk, being the risk that a count
erparty to a financial instrument will f
ail to discharge an obligation or commitment that it has ent
er
ed
into with the Company; and
(v)
liquidity risk, being the risk that the bank may demand r
e-payment of a loan or that the Company may not be abl
e to quickly liquidate
its investments.
56
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
2022
£’000
2021
£’000
Financial assets
Investment portfolio
146,373
129,353
Cash at bank and on deposit
6,111
2,887
Amounts due from brokers
136
Accrued income
53
164
Other debtors
50
175
Financial liabilities
Loan
17,000
16,000
Amounts due to brokers
52
897
Other creditors
463
336
Market price risk
Market pric
e risk arises mainly fr
om uncertainty about futur
e prices of financial instruments held. It r
epresents the potential l
oss the Company
might suffer thr
ough holding market positions in the fac
e of price movements. T
o mitigate the risk the Board’
s investment strategy is t
o select
investments f
or their fundamental value. Stock selection is ther
efor
e based on disciplined accounting, market and sect
or analysis, with the
emphasis on long term inv
estments. An appropriate spr
ead of investments is held in the portfolio in or
der to r
educe both the st
atistical risk and
the risk arising fr
om factor
s specific to a country or sector
. The Investment Manager actively monit
ors mark
et prices thr
oughout the year and
r
eports to the Boar
d, which meets regularl
y in or
der to consider inv
estment str
ategy
.
Investment and portf
olio performance ar
e discussed in more detail in the Inv
estment Manager’
s Review and further information on the investment
portfolio is set out on pages 12 to 13.
If the investment portf
olio valuation fell by 5% at 30 June 2022 (5 per cent 2021), the impact on the pr
ofit or loss and the net as
set value would
have been negative £7.3 million (2021: negative £6.5 million). If the inv
estment portfolio valuation r
ose by 5 per cent the impact would have been
equal and opposite. The cal
culations are based on the portfolio v
aluation as at the respective balance sheet dat
es and are not r
epresentative of
the year as a whol
e, and may not be r
eflectiv
e of future market c
onditions.
5% sensitivity has been select
ed as this le
vel of change is consider
ed to be r
easonable based on observ
ations of current market c
onditions.
Inter
est rate risk
Financial assets
Bond yields and their prices ar
e determined by market per
ception as to the appr
opriate l
evel of yields given the ec
onomic background. Key
determinants include economic gr
owth prospects, inflation, the Go
vernment’
s fiscal position, short term inter
est rates and int
ernational market
comparisons. The Inves
tment Manager takes all these f
actors into acc
ount when making any investment decisions as well as considering the
financial standing of the potential inv
estee c
ompany
.
Returns fr
om bonds ar
e fixed at the time of pur
chase, as the fixed coupon payments ar
e known, as are the final r
edemption proceeds.
Consequentially
, if a bond is held until its r
edemption date, the total r
eturn achieved is unalter
ed from its pur
chase date. However
, over the lif
e
of a bond the market pric
e at any given time will depend on the mark
et envir
onment at that time. Ther
efor
e, a bond sold befor
e its redemption
date is likel
y to have a differ
ent price to its pur
chase level and a pr
ofit or loss may be incurr
ed.
The Company’
s exposur
e to floating inter
est rates gives rise to c
ash flow int
er
est rat
e risk and its exposur
e to fixed inter
est rates gives rise to
fair value int
erest rate risk. Int
erest rat
e risk on fixed rat
e interest ins
truments is consider
ed to be part of market price risk as discl
osed above.
If the bank base rate had incr
eased by 0.5 per cent, the impact on the pr
ofit or los
s would have been a l
oss of £54,000 (2021: £66,000). If the
bank base rate had decr
eased by 0.5 per cent, the impact on the pr
ofit or los
s would have been equal and opposite. The c
alculations are based
on borr
owings as at the r
espective balance sheet dates and ar
e not repr
esentative of the year as a whole.
Floating rat
e
When the Company r
etains cash balanc
es they ar
e held in floating rate deposit ac
counts. The benchmark rat
e which determines the inter
est
payments r
eceived on c
ash balances is the bank base rate for the r
elev
ant curr
ency for each deposit.
Financial liabilities
The Company may utilise the bank facility to meet any liabilities due. The Company has borr
owed in sterling at a variabl
e rate based on the UK
bank base rate. The Boar
d sets borrowing limits to ensur
e gearing le
vels ar
e appropriate to mark
et conditions and re
views these on a r
egular basis.
57
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
Fixed rat
e
The Company holds fixed inter
est investments and has fix
ed interest liabilities. The fix
ed interes
t liabilities ar
e disclosed in note 12.
2022
£’000
2022
Weighted
average
interest
rate(%)
*
2022
Weighted
average
period for
which the
rate is
fixed
(years)
2021
£’000
2021
Weighted
average
interest
rate(%)
*
2021
Weighted
average
period for
which the
rate is
fixed
(years)
Assets:
Fixed income and convertible securities
1,875
7.5
2.0
7,770
8.4
5.0
* The “weighted average inter
est rate” is based on the curr
ent yield of each asset, weighted by their market value.
F
oreign curr
ency risk
The Company invests in ov
erseas securities and may hold for
eign curr
ency cash balances which giv
e rise to currency risks. The Company does
not hedge its curr
ency exposur
e and as a result the mov
ement of exchange rates between pounds s
terling and the other currencies in which
the Company’
s investments ar
e denominated may have a material effect, unf
avourable or f
avourable, on the r
eturns otherwise experienced on
the investments made by the Company
. Although the Investment Manager may seek to manage all or part of the Company’
s foreign e
xchange
exposur
e, there is no as
surance that this c
an be performed eff
ectively
. For
eign currency exposur
e at 30 June 2022 was as foll
ows:
30 June 2022
Investments
£’000
Cash
£’000
Net
current
assets
£’000
Total
£’000
Sensitivity
Impact
5%
£’000
Sensitivity
Impact
-5%
£’000
Canadian Dollar
60,651
(28)
60,623
3,031
(3,031)
US Dollar
21,767
141
85
21,993
1,100
(1,100)
Australian Dollar
35,404
3
35,407
1,770
(1,770)
Norwegian Krone
10,582
10,582
529
(529)
European Euro
3,732
111
3,843
192
(192)
Brazilian Real
16
16
1
(1)
132,136
160
168
132,464
6,623
(6,623)
30 June 2021
Investments
£’000
Cash
£’000
Net
current
assets
£’000
Total
£’000
Sensitivity
Impact
5%
£’000
Sensitivity
Impact
-5%
£’000
Canadian Dollar
64,221
5
4
64,230
3,212
(3,212)
US Dollar
12,877
59
197
13,133
657
(657)
Australian Dollar
30,310
815
(795)
30,330
1,517
(1,517)
Norwegian Krone
7,530
70
7,600
380
(380)
European Euro
3,752
21
115
3,888
194
(194)
Brazilian Real
5
5
118,690
975
(479)
119,186
5,960
(5,960)
58
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
If the value of the curr
encies had strengthened against the pound in the portf
olio by 5 per cent, the impact on the profit or l
oss and the net asset
value would have been negativ
e £6.6 million (2021: negative £6.0 million). If the value of s
terling had str
engthened by the same amount the
effect would hav
e been equal and opposite. The cal
culations are based on the portf
olio valuation, cash balanc
es and net curr
ent assets/
(liabilities) as at the r
espective balance sheet dat
es and ar
e not r
epresentative of the y
ear as a whole, and may not be r
eflective of futur
e market
conditions.
5% sensitivity has been select
ed as this le
vel of change is consider
ed to be r
easonable based on observ
ations of current market c
onditions.
The Investment Manager does not intend t
o hedge the Company’
s for
eign currency exposur
e at the present time.
Cr
edit risk
Cr
edit risk is the risk that a counterparty t
o a financial instrument will fail t
o discharge an obligation or commitment that it has enter
ed into with
the Company
. The Investment Manager has in plac
e a monitoring pr
ocedure in r
espect of counterparty risk which is r
eviewed on an ongoing basis.
The carrying amounts of financial assets bes
t repr
esent the maximum credit risk exposur
e at the balance sheet date.
At the r
eporting date, the Company’
s financial assets e
xposed to cr
edit risk amounted to the follo
wing:
2022
£’000
2021
£’000
Fixed interest investments
1,875
7,770
Cash and cash equivalents
6,111
2,887
Balances due from brokers
136
Interest, dividends and other receivables
103
339
8,089
11,132
As at 30 June 2022 and as at 31 October 2022 ther
e were no debtors that w
er
e past due.
Cr
edit risk arising on transactions with br
okers r
elates to transactions awaiting settlement. Risk r
elating to unsettled tr
ansactions is consider
ed
to be small due to the short settl
ement period involv
ed and the high cr
edit quality of the br
oker
s used. The Boar
d monitors the quality of servic
e
pr
ovided by the br
okers used to further mitigate this risk.
The cash held by the Company and all the assets of the Company which ar
e traded on a r
ecognised exchange ar
e held by BNP Paribas, the Company’
s
custodian. Bankruptcy or insol
vency of the custodian may c
ause the Company’s rights with r
espect to securities held by the custodian to be
delayed or limited. The Boar
d monitors the Company’
s risk by re
viewing the custodian’
s internal contr
ol reports. Should the cr
edit quality or the
financial position of BNP Paribas deteriorat
e significantl
y the Investment Manager will move the cash holdings to another bank.
BNP Paribas is rated A+ by St
andar
d & Poor’
s (04/2022), AA- by Fitch (09/2022) and Aa3 rated by Moody’
s (07/2022).
Ther
e wer
e no significant concentrations of cr
edit risk to counterparties as at 30 June 2022 and as at 30 June 2021. No individual inv
estment
ex
ceeded 7.3 per c
ent of net assets as at 30 June 2022 (2021: 8.2 per c
ent).
As at 30 June 2022, for equity inves
tments repr
esenting >1% of the total investments, the Company held 3 per cent or mor
e of issued shar
e capital
of the foll
owing companies:
Value per CQS
£’000
Percentage
held
REA Holdings 9% 31/12/49
5,024
6.84%
Galena Mining
2,244
5.20%
Ascendant Resources Inc
1,826
14.53%
Adventus Mining
1,501
3.90%
59
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notes to the Financial Statements
Financial Stat
ements
Liquidity risk
The Company’
s liquidity risk is managed on an ongoing basis by the Investment Manager in acc
ordance with policies and pr
ocedur
es in place as
described in the Dir
ectors
’ Report. The Company’
s overall liquidity risks ar
e monitored on a quart
erly basis by the Board. The Company maint
ains
sufficient cash and r
eadily r
ealisable securities t
o pay acc
ounts payabl
e and accrued e
xpenses.
The contractual maturities of the financial liabilities at each Balanc
e Sheet date, based on the earliest date on which payment can be r
equired,
wer
e as follows:
30 June 2022
Three months
or less
£’000
More than three
months but less
than one year
£’000
More than
one year
£’000
Total
£’000
Current liabilities
515
515
Loan
17,000
17,000
515
17,000
17,515
30 June 2021
Three months
or less
£’000
More than three
months but less
than one year
£’000
More than
one year
£’000
Total
£’000
Current liabilities
1,233
163
1,396
Loan
16,000
16,000
17,233
163
17,396
16
Net debt r
econciliation
As at
30 June 2021
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 June 2022
£’000
Cash and cash equivalents
2,887
70
3,154
6,111
Bank loan repayable within one year
(16,000)
-
(1,000)
(17,000)
(13,113)
70
2,154
(10,889)
As at
30 June 2020
£’000
Currency
differences
£’000
Cash flows
£’000
As at
30 June 2021
£’000
Cash and cash equivalents
1,027
(25)
1,885
2,887
Bank loan repayable within one year
(12,000)
-
(4,000)
(16,000)
(10,973)
(25)
(2,115)
(13,113)
60
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
Financial Statements
Notes to the Financial Stat
ements
Notes to the Financial Statements
(c
ontinued)
17
Related Party T
ransactions
The foll
owing are consider
ed relat
ed parties: the Boar
d of Dir
ectors (‘the Board’) and CQS/New City Inv
estment Managers (‘the Inv
estment Manager’).
Details of the fee arr
angement with the Investment Manager is included within the Director
s’ Report under the heading Management and
Management F
ees and is disclosed in note 3.
Ther
e ar
e no other transactions with the Boar
d other than aggregated r
emuneration for servic
es as Dir
ectors as discl
osed in the Directors
Remuneration Report on pages 36 and 37, and as set out in the note 4 to the ac
counts. The beneficial interes
ts of the Directors in the or
dinary
shar
es of the Company ar
e disclosed on page 37.
The balance due to Dir
ectors for f
ees at the year end was £10,000 (2021: £16,000).
18
Pos
t Balance Sheet Ev
ents
The Boar
d has evaluated subsequent e
vents for the Company thr
ough to 31 October 2022, the date the financial s
tatements wer
e available t
o be
issued, and has concluded that the mat
erial events listed belo
w do not r
equir
e adjustment of the financial statements.
Dividend declaration
The fourth interim dividend of 1.82 penc
e per share was announced on 13 Jul
y 2022 and paid on 26 August 2022 to Shareholder
s on the register
on 29 July 2022, having an e
x-dividend date of 28 July 2022.
61
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Glos
sary of T
erms and Definitions
General Information and Annual General Meeting
Gl
ossary of T
erms and Definitions
Gearing
T
otal assets (as belo
w) les
s all cash (including UK T
reasury Stock) divided by shar
eholders
’ funds.
Asset Cover
The value of a company’
s net assets availabl
e to r
epay a certain security
. Asset co
ver is usually expr
essed as a
multiple and c
alculated by dividing the net assets availabl
e by the amount requir
ed to repay the specific security
.
Discount/Pr
emium
The amount by which the market price per shar
e of an investment trust is l
ower or higher than the net asset value
per shar
e. The discount or pr
emium is normally expr
essed as a per
centage of the net asset value per shar
e.
Dividend Cover
Earnings per shar
e (per the r
evenue c
olumn) divided by dividends per share expr
essed as a ratio.
Dividend Yield
The annual dividend expres
sed as a percent
age of the shar
e price.
Net Asset V
alue or NAV
The value of total as
sets less liabilities. Liabilities f
or this purpose included curr
ent and long-t
erm liabilities.
T
o calculate the net as
set value per Or
dinary share the net asset v
alue is divided by the number of shares in issue.
Ongoing Charges Ratio
A measure of all oper
ating costs incurr
ed in the reporting period, c
alculated as a per
centage of average net
assets in that year
. Operating cos
ts ex
clude costs suff
ered within underl
ying investee funds, costs of buying
and selling investments, inter
est costs, t
axation and the costs of buying back or issuing or
dinary shares.
Price/Earnings Ratio
The r
atio is calculated by dividing the middl
e-market price per shar
e by the earnings per share.
The cal
culation assumes no change in earnings but in practice the multipl
e r
eflects the s
tock market’
s view of
a company’
s prospects and pr
ofit growth potential.
Prior Charges
The name given to all borr
owings including debentures, l
oan and short term loans and over
drafts that ar
e to be
used for inves
tment purposes, recipr
ocal for
eign curr
ency loans, currency f
acilities to the extent that they ar
e
drawn down, index-link
ed securities, and all types of pref
er
ence or pref
erred capital and the inc
ome shares of
split capital trusts, irr
espective of the time until r
epayment.
Redemption Yield
The measur
e of the annualised total r
eturn on the current price of a security up t
o the date of its repayment.
The cal
culation is based on aggregated income and c
apital returns, no acc
ount being taken of taxation.
T
otal Assets
T
otal assets l
ess current liabilities (e
xcluding prior char
ges as defined above).
T
otal Return
The shar
e total r
eturn invol
ves r
einvesting the net dividend in the month that the share pric
e goes xd. The NAV
tota
l r
eturn invol
ves investing the same net dividend in the NA
V of the trust on the date to which that dividend
was earned, eg quarter end, half year or year end dat
e.
62
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
General Information and Annual Gener
al Meeting
Notice of Annual General Meeting
Notic
e of Annual General Meeting
Notice is her
eby given that the 27th Annual General Meeting of CQS Natural Resour
ces Growth and Inc
ome PLC will be held at One Fl
eet Place,
London EC4M 7WS on 15 December 2022 at 11.00am to c
onsider the following r
esolutions.
Or
dinary Business
As or
dinary business, to c
onsider and, if thought fit, pass the
foll
owing resolutions which will be pr
oposed as Ordinary Resolutions:
1.
T
o receiv
e and adopt the Dir
ectors
’ r
eport and financial statements
for the year ended 30 June 2022, t
ogether with the auditor’
s report
ther
eon.
2.
T
o approve the Company’
s Dividend Policy
.
3.
T
o approve the Dir
ectors
’ Remuneration Report for the year ended
30 June 2022.
4.
T
o re-el
ect Mrs H F Gr
een , who retir
es annually
, as a Director
.
5.
T
o re-el
ect Mrs C Cabl
e, who r
etires annually
, as a Dir
ector
.
6.
T
o re-el
ect Mr P R Cahill, who r
etir
es annually
, as a Dir
ector
.
7.
T
o re-el
ect Mr C M Casey
, who retir
es annually
, as a Director
.
8.
T
o re-el
ect Mr A G Evans, who r
etires annuall
y
, as a Director
.
9.
T
o re-appoint BDO LLP as Independent Auditor of the Company
.
10.
T
o authorise the Directors t
o determine their remuneration.
Special Business
As special business, to c
onsider and if thought fit, pass the following
r
esolutions, which will be pr
oposed as Or
dinary Resolutions:
11.
That the Company continues as an inves
tment trust pursuant to
the undertaking given by the Boar
d in 2003.
12.
That, in substitution for any e
xisting authority
, but without prejudic
e
to the ex
ercise of any such authorisation prior to the date of this
r
esolution, the Dir
ectors of the Company be and the
y ar
e her
eby
generall
y and unconditionall
y authorised, in accor
dance with
Section 551 of the Companies Act 2006 (“the Act”), to allot shar
es
in the Company and to grant rights to subscribe f
or or to convert
any security into shar
es in the Company (together being “rel
evant
securities”), up to an aggr
egate nominal amount of £1,672,000,
such authorisation to expir
e at the conclusion of the next annual
general meeting of the Company to be held in 2023, unl
ess
pr
eviousl
y r
evok
ed, varied or renewed by the Company in gener
al
meeting, save that the Company may
, at any time prior to the
expiry of such authorisation, mak
e an offer or enter int
o an
agr
eement which would or might r
equire r
elevant securities to be
allotted or gr
anted after the expiry of such authority and the
Dir
ectors of the Company may all
ot or grant rel
evant securities in
pursuance of such an off
er or agreement as if such authorisation
had not expir
ed.
As special business, to c
onsider and if thought fit, pass the following
r
esolutions which will be pr
oposed as Special Resolutions:
13.
That, subject to the passing of r
esolution 12 above, and in
substitution for any e
xisting power but without prejudic
e to the
ex
er
cise of any such power prior to the date of this resolution, the
Dir
ectors of the Company be and they ar
e hereby empo
wer
ed, in
accor
dance with Sections 570 and 573 of the Companies Act 2006
(the ‘
Act’), to allot equity securities (as defined in Section 560 of
the Act) either pursuant to the authorisation under Section 551 of
the Act conf
err
ed on the Dir
ectors of the Company by such
r
esolution number
ed 12, or by way of a sale of tr
easury shares, in
each case for c
ash, as if Section 561(1) of the Act did not apply to
any such allotment:
(i)
other than pursuant to sub-paragraph (ii) bel
ow, up to an
aggr
egate nominal amount of £836,100 (r
epresenting
appr
oximatel
y 5 per cent of the pr
esent issued shar
e capital of
the Company); or
(ii)
in connection with an offer of equity securities open for
accept
ance for a period fixed by the Dir
ectors of the Company
to the holders of or
dinary shares in the shar
e capital of the
Company on a fixed r
ecor
d date in pr
oportion (or as nearly as
practicabl
e) to their respective holdings of or
dinary shares (but
subject to such ex
clusions or other arrangements as the
Dir
ectors of the Company may c
onsider neces
sary or expedient
to deal with any l
egal pr
oblems under or r
esulting from the
application or appar
ent application of the laws of any territory
or the r
equir
ements of any r
egulatory body or any stock
ex
change in any territory or in c
onnection with fractional
entitlements or otherwise howsoe
ver);
such power to e
xpir
e at the conclusion of the ne
xt annual general
meeting of the Company to be held in 2023 unl
ess pr
eviously
r
evok
ed, varied or renewed by the Company in gener
al meeting,
save that the Company may
, at any time prior to the expiry of
such power
, make an offer or enter int
o an agr
eement which
would or might r
equire equity securities to be all
otted after the
expiry of such power and the Dir
ectors of the Company may allot
equity securities in pursuance of such an off
er or agreement as
if such power had not expir
ed.
14.
That, in substitution for any e
xisting authority but without prejudic
e
to the ex
ercise of any such authority prior to the date of this
r
esolution, the Company be and is her
eby authorised in acc
or
dance
with Section 701 of the Companies Act 2006 (the “
Act”) to make
market pur
chases (within the meaning of Section 693 of the Act) of
or
dinary shar
es of 25p each in the capital of the Company and t
o
cancel or hold in tr
easury such shares pr
ovided that:
(i)
the maximum number of ordinary shar
es hereby authorised to
be pur
chased shall be 14.99 per cent of the is
sued shar
e capital
of the Company as at the date of the passing of this r
esolution;
(ii)
the minimum price which may be paid for an or
dinary share
is 25p;
63
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Notice of Annual General Meeting
General Inf
ormation and Annual General Meeting
(iii)
the maximum price (exclusiv
e of expenses) which may be paid
for an or
dinary share shall not be mor
e than the higher of (i) 5
per cent abov
e the average of the middl
e market quotations for
an or
dinary shar
e on the London Stock Ex
change Daily Official
List for the fiv
e business days immediately pr
eceding the date
on which any such pur
chase is made and (ii) the higher of the
last independent trade and the highest curr
ent bid on the
London Stock Exchange;
(iv)
the authority hereby conf
erred shall expir
e on 31 December
2023 or
, if earlier
, at the conclusion of the Annual General
Meeting of the Company to be held in 2023 unl
ess such
authority is r
enewed, varied or r
evoked by the Company in
general meeting prior to such time; and
(v)
the Company may make a c
ontract to pur
chase ordinary
shar
es under the authority her
eby conf
erred prior to the expiry
of such authority which will or may be ex
ecuted wholl
y or
partly after the e
xpiration of such authority and may make a
pur
chase of or
dinary shar
es pursuant to any such contract.
15.
That, a general meeting other than an Annual General Meeting
may be call
ed on not less than 14 cl
ear days
’ notice.
BNP Paribas S.A., Jersey Br
anch
Secr
etary
10 Har
ewood Av
enue
London, NW1 6AA
31 October 2022
Notes
1.
Information about this meeting is availabl
e from the Inves
tment
Manager’
s website
www
.ncim.co.uk/city-natural-r
esources-high-
yield-trust/
2.
A member entitled t
o attend and vote at the A
GM is entitled t
o
appoint one or mor
e pr
oxies to att
end, speak and vote in his stead.
Wher
e mor
e than one pr
oxy is appointed, each pro
xy must be
appointed to e
xer
cise the rights attached to a differ
ent Share or
Shar
es. A pr
oxy need not be a member of the Company
. It is hoped
that by the date of the AGM r
estrictions due to Covid-19 will have
eased. However
, should this not be the case the AGM may hav
e to
be held as a closed meeting. In this ev
entuality shareholders, their
pr
oxies and c
orporate r
epresentativ
es will not be admitted to the
meeting and it is r
ecommended that shar
eholders exer
cise their
votes by means of r
egistering them with the Company’
s regis
trar
ahead of the meeting, online or by compl
eting paper proxy f
orms,
and appoint the Chair of the meeting as their pr
oxy
.
3.
A form of pr
oxy is enclosed f
or use at the above meeting.
Completion and r
eturn of the form of pr
oxy will not pre
vent a
member fr
om attending the meeting and voting in person. T
o be
effective, the f
orm of pro
xy
, duly ex
ecuted, must be lodged at the
addr
ess shown on the f
orm of proxy not lat
er than 48 hours
(ex
cluding non-working days) befor
e the time of the meeting.
4.
The right to vote at the meeting is det
ermined by r
efer
ence to the
Company’
s regis
ter of Members as at 6.30 pm on 13 Dec
ember
2022. Changes to entries on the r
egister after that time should be
disr
egar
ded in determining the rights of any member to attend
and vote at the meeting.
5.
As at 9.00 am on 31 October 2022, the Company’
s issued shar
e
capital c
omprised 66,888,509 or
dinary shar
es of 25 pence each.
Each or
dinary shar
e carries the right to one v
ote at a general meeting
of the Company
, and therefor
e, the total number of voting rights in
the Company as at 9.00 am on 31 October 2022 is 66,888,509.
6.
As a member
, you have the right to put questions at the meeting
r
elating to the business being dealt with at the meeting.
7.
Any person to whom this notic
e is sent who is a person nominated
under section 146 of the Companies Act 2006 to enjoy inf
ormation
rights (a “Nominated Person”) may
, under an agr
eement between
them and the member by whom they wer
e nominated, have a right
to be appointed (or to hav
e someone else appointed) as a pr
oxy for
the meeting. If a Nominated Person has no
such pr
oxy appointment
right or does not wish to ex
ercise it, they may
, under any such
agr
eement, have a right to give ins
tructions to the member as to
the ex
er
cise of voting rights.
8.
The statement of the rights of member
s in r
elation to the
appointment of pr
oxies in notes 2 and 3 abo
ve does not apply to
Nominated Persons. The rights described in these par
agraphs can
only be e
xercised by member
s of the Company
.
9.
CREST members who wish to appoint a pr
oxy or pr
oxies by
utilising the CREST electr
onic pro
xy appointment service may do
so for the meeting and any adjournment(s) ther
eof by utilising the
pr
ocedur
es described in the CREST Manual which can be viewed
at www
.eurocl
ear
.com. CREST personal members or other CREST
sponsor
ed members, and those CREST members who hav
e
appointed a voting servic
e pr
ovider(s), should r
efer to their CREST
sponsor or voting service pr
ovider(s), who will be able t
o take the
appr
opriate action on their behalf
.
10.
In or
der for a pro
xy appointment made by means of CREST to be
valid, the appr
opriate CREST message (a “CREST Pr
oxy Ins
truction”)
must be pr
operly authenticated in ac
cor
dance with Eur
oclear UK
& Ir
eland Limited’
s (“EUI”) specifications and must c
ontain the
information r
equired f
or such instructions, as described in the
CREST Manual. The message must be tr
ansmitted so as to be
r
eceived by the is
suer’
s agent (ID-RA19) by the latest time f
or the
r
eceipt of pr
oxy appointments specified in note 3 above. F
or this
purpose, the time of r
eceipt will be tak
en to be the time (as
determined by the timestamp applied t
o the message by the
CREST Applications Host) fr
om which the issuer’
s agent is able to
r
etrieve the mes
sage by enquiry to CREST in the manner prescribed
by CREST
.
64
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
General Information and Annual Gener
al Meeting
Notice of Annual General Meeting
11.
CREST members and, wher
e applicable, their CREST sponsors or
voting service pr
oviders should note that EUI does not mak
e
availabl
e special pr
ocedur
es in CREST for any particular messages.
Normal system timings and limitations will ther
efor
e apply in r
elation
to the input of CREST Pr
oxy Instructions. It is the r
esponsibility of
the CREST member concerned t
o take (or
, if the CREST member is
a CREST personal member or sponsor
ed member or has appointed
a voting service pr
ovider(s), to pr
ocure that his CREST sponsor or
voting service pr
ovider(s) take(s)) such action as shall be nec
essary
to ensur
e that a message is transmitted by means of the CREST
system by any particular time. In this c
onnection, CREST members
and, wher
e applicabl
e, their CREST sponsors or voting service
pr
oviders ar
e ref
erred, in particular
, to those sections of the CREST
Manual concerning pr
actical limitations of the CREST system
and timings.
12.
The Company may treat as inv
alid a CREST Pr
oxy Instruction in the
cir
cumstanc
es set out in Regulation 35(5)(a) of the Uncertificat
ed
Securities Regulations 2001 (as amended).
Institutional invest
ors may be able to appoint a pr
oxy electr
onically
via the Pr
oxymity platf
orm, a proces
s which has been agreed by
the Company and appr
oved by the Regis
trar
. Further information
r
egar
ding Pr
oxymity can be found on www
.proxymity
.io. Pro
xies
must be lodged by 11 am. on T
uesday 13 December 2022 in order
to be consider
ed valid. Befor
e appointing a pro
xy via this proces
s
investor
s will need to have agreed to Pr
oxymity’
s associated terms
and conditions. It is important to r
ead these car
efully as investor
s
will be bound by them and they will govern the el
ectronic
appointment of pr
oxies.
13.
No Dir
ector has a service contract with the Company but c
opies
of Dir
ectors
’ lett
ers of appointment will, if possibl
e, be available
inspection for at l
east 15 minutes prior to the meeting and during
the meeting.
14.
Under section 338 of the Companies Act 2006, members may
r
equir
e the Company to give, to member
s of the Company entitled
to r
eceive this notice of meeting, notice of a r
esolution which may
pr
operly be mo
ved and is intended to be mo
ved at the meeting.
Under Section 338A of that Act, members may r
equest the Company
to include in the business t
o be dealt with at the meeting any
matter (other than a pr
oposed resolution) which may pr
operly be
included in the business.
15.
It is possibl
e that, pursuant to reques
ts made by members of the
Company under Section 527 of the Companies Act 2006, the
Company may be r
equir
ed to publish on a website a s
tatement
setting out any matter r
elating to: (i) the audit of the Company’
s
accounts (including the audit
or’s r
eport and the conduct of the
audit) that ar
e to be laid befor
e the meeting or (ii) any circums
tances
connected with an auditor of the Company c
easing to hold office
since the pr
evious meeting at which annual accounts and r
eports
wer
e laid in accor
dance with Section 437 of the Companies Act
2006. The Company may not r
equir
e the members r
equesting any
such website publication t
o pay its expenses in c
omplying with
Sections 527 or 528 of the Companies Act 2006. Wher
e the
Company is r
equir
ed to place a s
tatement on a websit
e under
Section 527 of the Companies Act 2006, it must forwar
d the
statement t
o the Company’
s auditor not later than the time when
it makes the st
atement available on the website. The busines
s
which may be dealt with at the meeting includes any statement
that the Company has been r
equir
ed under Section 527 of the
Companies Act 2006 to publish on a website.
16.
In acc
or
dance with Section 311A of the Companies Act 2006, the
contents of this notic
e of meeting, details of the total number of
shar
es in r
espect of which members ar
e entitled to ex
ercise voting
rights at the AGM and, if applicabl
e, any members
’ statements,
members
’ resolutions or member
s
’ matters of business r
eceived
by the Company after the date of this notice will be av
ailable on
the Company’
s website www
.ncim.co.uk.
17.
Y
ou may not use any electr
onic address pr
ovided either in this
Notice of Meeting or any r
elated documents (including the Form of
Pr
oxy) to c
ommunicate with the Company for any purposes other
than those expr
essly st
ated.
Notic
e of Annual General Meeting
(continued)
65
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Report of the UK Investment Adviser
General Inf
ormation and Annual General Meeting
Report of the UK Inves
tment Adviser Relating to Matters
under the Alternative Inv
estment F
und Managers
’ Dir
ective
City Natural Resour
ces Gr
owth and Inc
ome PL
C
F
or the year ended 30 June 2022
Risk management systems
The Company’
s Annual Report and Pre-inv
estment Discl
osur
e
Document sets out the risks to which the Company is exposed. The
UK Investment Manager empl
oys risk management disciplines which
monitor the Company’
s portfolio and to quantify and manage the
associated mark
et and other risks. A permanent independent
department has been established by the UK Inves
tment Manager to
perform the risk management function. The risk management and
performanc
e analysis t
eam (“RMP
A
”) is led by the Chief Risk Offic
er
and is functionally and hier
ar
chicall
y separate from the oper
ating
units of the portfolio managers of the Company
.
RMP
A is a dedicated contr
ol function over the operating units of the
Investment Manager and is not invol
ved in the performanc
e activities
of the Company
. RMP
A has designed, documented and implemented
effective risk management policies, pr
ocesses and pr
ocedur
es in
or
der to identify
, quantify
, analyse, monitor
, r
eport on and manage all
material risks r
elevant to the Company’
s investment strat
egy
. The
systems include thir
d party vendor applications such as T
radar
,
Sungar
d F
r
ont Ar
ena and MSCI Risk Metrics, compl
emented with a
number of pr
oprietary applications.
Material changes to information r
equir
ed to be made
availabl
e to investors of the Company
No material changes.
Assets of the Company subject to special
arrangements arising fr
om their illiquid nature
Ther
e ar
e no assets of the Company which ar
e subject to special
arrangements arising fr
om their illiquid nature.
Remuneration
The AIFM has adopted a r
emuneration policy which meets the
r
equir
ements of the Dir
ective and has been in place for the curr
ent
financial year of the Company
. The variable r
emuneration period of
the AIFM ended on 31 December 2021 and ther
efor
e coincides with
the financial year of the Company
.
The r
emuneration pr
ocess is over
seen by the remuneration committ
ee
(comprised pr
edominately of independent non-ex
ecutive parties).
An internal working gr
oup encompassing senior management is
r
esponsible f
or gathering rel
evant inf
ormation (both quantitative and
qualitative) to e
valuate the perf
ormance (both short and long term) of
individuals, teams and the AIFM as a whol
e, against ext
ernal market
benchmarks and to utilise this to dev
elop pr
oposals for fixed and
variabl
e r
emuneration f
or all staff
. The r
emuneration committ
ee r
eceives
these pr
oposals and the supporting information and is r
esponsible for
independently r
eviewing and scrutinising the pr
oposals and evidence
pr
ovided in line with the AIFM’
s stated objectives and devel
oping its
final r
ecommendations f
or delivery to the go
verning body of the AIFM
and other entities associated with the AIFM.
The variabl
e r
emuneration of all st
aff in ex
ces
s of a thr
eshold, which
includes those individuals categorised as r
emuneration code staff
(“code st
aff”), is subject to the follo
wing:
deferr
ed payment of up to 50% of the variable r
emuneration for a
period of 3 years,
deferr
ed remuneration is link
ed to funds managed by the AIFM,
the breaching of c
ertain covenants may l
ead to forfeitur
e of
deferr
ed remuneration, and
a claw-back pro
vision of deferred r
emuneration in certain
cir
cumstanc
es including futur
e performanc
e issues by the individuals.
The below inf
ormation provides the tot
al r
emuneration paid by the
AIFM (and any delegat
es) for the year ending, Dec
ember 31, 2021
This has been pr
esented in line with the information av
ailable to the
Company
. Ther
e is no alloc
ation made by the AIFM to each AIF and as
such the disclosur
e refl
ects the remuneration paid to individuals who
ar
e partly or full
y involv
ed in the AIF, as well as staff of any delegate
to which the firm has del
egated portfolio management and/or risk
management r
esponsibilities in r
elation to the AIF
.
Of the total AIFM r
emuneration paid of $92.9m for the year ending
December 31, 2021 to 248 individuals (full time equiv
alent), $34.5m
has been paid as fixed r
emuneration determined based upon the FC
A
guidance with the r
emainder being paid as variable r
emuneration.
The AIFM has asses
sed the members of staff whom it det
ermines to
be code st
aff in line with AIFMD as r
eflect
ed in SYSC 19b.3.4R. Senior
management and staff engaged in the c
ontr
ol functions ar
e identified
based upon their r
oles and r
esponsibilities within the AIFM and the
delegat
es. With r
espect to investment pr
ofessionals, in det
ermining
whether such staff ar
e code staff, due c
onsideration is tak
en of the
alloc
ated capital and tr
ading limits that apply to the funds managed and
whether the individuals r
eport into and seek consent f
or investment
decisions fr
om others who ar
e themselves c
ode staff
. There ar
e 16.6
individuals (full time equival
ent) who meet this definition and these
individuals have coll
ectively been compensat
ed $45.1m.
Not all individuals ar
e dir
ectly r
emunerated by the AIFM due to the
structur
e of the AIFM entity
, however in the inter
ests of meeting the
underlying r
equirement of this discl
osure all staff inv
olved have been
asses
sed as if dir
ectly r
emunerated by the AIFM.
66
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
ANNUAL REPORT 30 JUNE 2022
This page is intentionall
y left blank
67
ANNUAL REPORT 30 JUNE 2022
CQS NA
TURAL RESOURCES GROWTH AND INCOME PLC
Corporate Inf
ormation
General Information and Annual Gener
al Meeting
Corporate Inf
ormation
Register
ed Number
02978531
Register
ed in England & Wal
es
Register
ed Office
10 Har
ewood Av
enue
London
NW1 6AA
Dir
ectors
Helen Gr
een (Chairman)
Car
ole Cabl
e
Paul R Cahill
Christopher M Casey (Chair
, Audit Committee)
Alun G Evans
Investment Manager
C
QS (UK) LLP
4th Floor
One Strand
London WC2N 5HR
Secr
etary and Administrat
or
BNP Paribas S.A, Jersey Br
anch
IFC 1
The Esplanade
St Helier
Jersey
JE1 5BP
Solicitors
Dentons UK and Middle Eas
t LLP
One Fleet Plac
e
London EC4M 7WS
Financial Adviser and Corporate Br
oker
finnCap
1 Bartholomew Cl
ose
London
EC1A 7BL
Bankers
BNP Paribas
10 Har
ewood Av
enue
London NW1 6AA
Scotiabank
201 Bishopsgate
London EC2M 3NS
Custodian and Depositary
BNP Paribas
10 Har
ewood Av
enue
London NW1 6AA
Auditor
BDO LLP
55 Baker Str
eet
London W1U 7EU
T
ax Advisor
KPMG LLP
20 Castl
e Str
eet
Edinbur
gh EH1 2EG
AIFM
C
QS (UK) LLP
4th Floor
One Strand
London WC2N 5HR
Registrar
s
Equiniti
Aspect House
Spencer Road, Lancing
W
est Sussex BN99 6DA
Shar
eholder helpline UK: 0371 384 2030
**
Shar
eholder helpline over
seas: +44 121 415 7047
Shar
eholder Information
Net Asset V
alue/Share Price
The net asset value of the Company’
s ordinary shar
es may be
obtained by contacting CQS on 0207 201 6900 or by email at
clientservice@cqsm.com
or alt
ernatively by visiting the Company’
s
web site at
www
.ncim.co.uk
.
W
ebsite
www
.ncim.co.uk
**
Calls from outside the UK will be char
ged at international rates. Other telephone
pro
vider costs may vary
. Lines open 8.30am to 5.30pm, Monday to F
riday
.
CQS Natural
Resour
ces Gr
owth
and Income PL
C