
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: Fidelity Project Title: FCSS Annual Report 2022 T: 0207 055 6500 F: 020 7055 6600
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Annual Report 2022
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
The Board determines the nature and extent of any risks it is
willing to take in order to achieve its strategic objectives. It is
responsible for the design, implementation and maintenance of
controls and procedures to safeguard the assets of the Company
although these tasks have been delegated on a day-to-day basis
to the Manager. The system extends to operational and
compliance controls and risk management. Clear lines of
accountability have been established between the Board and the
Manager. The Manager provides regular reports on controls and
compliance issues to the Audit and Risk Committee and the
Board. In carrying out its review, the Audit and Risk Committee
has regard to the activities of the Manager, the Manager’s
compliance and risk functions and the work carried out by the
Company’s Auditor and also includes consideration of internal
controls of similar reports issued by the other service providers.
The Board, assisted by the Manager, has undertaken a rigorous
risk and controls assessment. This process also assists in
identifying any new emerging risks and the action necessary to
mitigate their potential impact. The Board confirms that this is an
effective robust ongoing process in order to identify, evaluate and
manage the Company’s principal business and operational risks,
and that it has been in place throughout the year ended
31 March 2022 and up to the date of this report. This process is
in accordance with the FRC’s “Risk Management, Internal Control
and Related Financial Business Reporting” guidance.
The Board has reviewed the need for an internal audit function
and has determined that the systems and procedures employed
by the Manager, which are subject to inspection by the
Manager’s internal and external audit processes, provide
sufficient assurance that a sound system of internal controls is
maintained to safeguard shareholders’ investments and the
Company’s assets. An internal audit function, specific to the
Company, is therefore considered unnecessary. The Audit and
Risk Committee meets the Manager’s internal audit
representative at least once a year. It receives a summary of the
Manager’s externally audited internal controls report on an
annual basis.
Whistle-Blowing Procedure
Part of the Manager’s role in ensuring the provision of a good
service, pursuant to the Management Agreement, includes the
ability for employees of FIL Limited and each of its subsidiaries
(”FIL”) to raise concerns through a workplace concerns escalation
policy (“whistle-blowing procedure”). FIL has advised the Board
that it is committed to providing the highest level of service to its
customers and to applying the highest standards of quality,
honesty, integrity and probity. The aim of the policy is to encourage
employees and others working for FIL to assist the Company in
tackling fraud, corruption and other malpractice within the
organisation and in setting standards of ethical conduct. This policy
has been endorsed accordingly by the Board.
Bribery Act 2020
The Company is committed to carrying out business fairly,
honestly and openly. The Board recognises the benefits this has
to reputation and business confidence. The Board, the Manager,
the Manager’s employees and others acting on the Company’s
behalf, are expected to demonstrate high standards of behaviour
when conducting business.
The Board acknowledges its responsibility for the implementation
and oversight of the Company’s procedures for preventing
bribery, and the governance framework for training,
communication, monitoring, reporting and escalation of
compliance together with enforcing action as appropriate. The
Board has adopted a zero tolerance policy in this regard.
Criminal Finances Act 2017
The Company is subject to the Criminal Finances Act 2017 and
follows a zero tolerance policy to tax evasion and its facilitation.
The Directors are fully committed to complying with all legislation
and appropriate guidelines which are designed to prevent tax
evasion and the facilitation of tax evasion in the jurisdictions in
which the Company, its service providers, counterparties and
business partners operate.
Responsibility as an Institutional Shareholder
The Board has adopted the Manager’s Principles of Ownership
in relation to investments. These Principles include the pursuit of
an active investment policy through portfolio management
decisions, voting on resolutions at general meetings and
maintaining a continuing dialogue with the management of
investee companies. Fidelity International is a signatory to the UK
Stewardship Code which sets out the responsibilities of
institutional shareholders and agents. Further details of the
Manager’s Principles of Ownership and voting may be found at
www.fidelity.co.uk.
Relations with Shareholders
Communication with shareholders is given a high priority by the
Board and it liaises with the Manager and the Company’s Broker
who are in regular contact with the Company’s major institutional
investors to canvass shareholder opinion and to communicate its
views to shareholders. All Directors are made aware of
shareholders’ concerns and the Chairman, the Senior
Independent Director and, where appropriate, other Board
Directors, are available to meet with shareholders to discuss
strategy and governance. The Board regularly monitors the
shareholder profile of the Company and receives regular reports
from the Manager on meetings attended with shareholders and
any concerns raised in such meetings. The Board aims to provide
the maximum opportunity for dialogue between the Company
and shareholders. If any shareholder wishes to contact a
member of the Board directly, they should either email the
Company Secretary at investmenttrusts@fil.com or in writing at
FIL Investments International, Beech Gate, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT2 6RP. The Company Secretary
will attend to any enquiries promptly and ensure that they are
directed to the Chairman, the Senior Independent Director or the
Board as a whole, as appropriate.
The Board encourages all shareholders to attend the Company’s
AGM on 20 July 2022 at which they will have the opportunity to
meet and address questions to the Chairman, other members of
the Board, the Portfolio Manager and representatives of the
Manager.
Dale Nicholls, the Portfolio Manager, will be making a
presentation to shareholders highlighting the achievements and
challenges of the year past and the prospects for the year to
come. For those shareholders who would prefer not to attend in