ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE PERIOD FROM 31 AUGUST 2021
(INCORPORATION) TO 30 SEPTEMBER 2022
Real returns
andcapital
appreciation
Value creation
through
aorestation
Sustainable
timber supply
Combat climate
changeand
biodiversity loss
Access to
voluntary
carbon credits
Front cover image
Fordie Estate
The first fund to be accredited with the
Voluntary Carbon Market designation
ABOUT US
INVESTMENT OBJECTIVES
Foresight Sustainable Forestry Company Plc (“FSF”, the “Fund” or the
Company”) is the first and only UK listed investment trust focused
onUK forestry, aorestation and natural capital.
The Company raised £130 million at IPO
on 24 November 2021. Following a further
£45million equity raise in June2022
the Company has now raised a total
of£175million.
1
The Company has 172,056,075 Ordinary
Shares in issue, all of which are listed on the
Premium Segment ofthe Ocial List and
traded on the London Stock Exchange (“LSE”)
Main Market. FSF is managed by Foresight
Group LLP (the“Investment Manager
or“Foresight”).
Investing into the commercial aspects of UK forestry with the
added benefits of access to voluntary carbon credits, fighting
climate change and preventing biodiversity loss.
OUR PURPOSE
1. Before costs of IPO and June 2022 equity raise of £2.4 million and £0.8 million respectively.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 1
HIGHLIGHTS CONTENTS
Key Performance Indicators (“KPIs”)
AS AT 30 SEPTEMBER 2022
£180.6m
NET ASSET VALUE (“NAV”)
5.0%
TOTAL NAV RETURN SINCE IPO
105.0p
NAV PER SHARE
9,618 hectares
IN THE PORTFOLIO
c.26,000 tonnes
TIMBER IN 2022 HARVESTING PROGRAMME
3,917 hectares
TOTAL LAND IN AFFORESTATION DEVELOPMENT
c.514,000
TREES PLANTED IN 2022
£0.6m
VALUE ASCRIBED TO PROGRESS TOWARDS
CREATIONOF CARBON CREDITS
Strategic report
About us IFC
Investment objectives IFC
Highlights 1
Contents 1
Investment case 2
Geographic footprint 4
Chair’s statement 6
Period at a glance 10
Business model 12
Investment Manager’s report 14
Operational case study 23
Sustainability and ESG 29
Section 172 and stakeholders 36
Risk and risk management 40
Financial review 44
Governance
Chair’s introduction 49
Board of Directors 50
Fund Managers 52
Corporate governance statement 53
Report of the Audit Committee 57
Report of the Management
Engagement Committee 60
Report of the Nomination and
Remuneration Committee 62
Report of the Sustainability
&ESGCommittee 65
Directors’ remuneration report 67
Directors’ report 70
Directors’ responsibilities
statement 78
Financial statements
Independent auditor’s report 80
Income statement 88
Statement of financial position 89
Statement of changes in equity 90
Statement of cash flows 91
Notes to the audited
financial statements 92
Alternative performance
measures (“APMs”) 109
Company summary 110
Notice of Annual General Meeting 111
Glossary of terms 115
Advisers 116
2 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
The Company is targeting sustainable impact
throughinvestment in sustainably managed
commercial forestry and aorestation assets.
The Company will make
a direct contribution
to the twin fights of
climate change and
biodiversity loss
27
aorestation schemes
covering 3,917 hectares
c.514,000
trees planted
Identification of and
access to a proprietary
pipeline of directly
originated on and
o-market forestry
opportunities
c.860,000
hectares
4,500
specific properties
INVESTMENT CASE
Fight against
climate change and
biodiversity loss
Strong
pipeline
READ MORE
See pages 29 to 35
READ MORE
See page 16
The Company creates natural
capital alpha through its proprietary
sustainable forestry management
practices. The impact combines
sustainable financial returns with
natural capital services output,
including carbon sequestration,
biodiversity enhancements and local
socio-ecological benefits. This is
thefocus of the Company, supported
by its business model (read more
on pages 12 and 13). With this
approach, the Company is making
a direct contribution to mitigating
climate change and UK biodiversity
loss, which are at the core of the
Company’s values.
Statistics as at 30 September 2022.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 3
UK forestry has
negative correlations
to traditional and
alternative assets
(including UK power
prices) underpinned by
biological tree growth
which occurs regardless
of economic cycle
First UK-listed
Investment Trust focused on
natural capital
9,618
hectares managed
UK commercial
forestry has historically
outperformed the
Consumer Price Index
(“CPI”) on a long-term
basis. Until now, ithas
had high barriers
toentry
Outperformed and
uncorrelated to equities and
bonds since inception
17.5% FSF share price
out performance of
FTSEAllShare since IPO
UK commercial
forestry has strong
inflation-beating
characteristics for
both expected and
unexpected inflation
Target return delivered
once substantially invested
CPI+5%
Attractive
asset class
Inflation
protection
Portfolio
diversification
READ MORE
See pages 16 to 18
6
1
16
19
5
12
28
39
43
48
34
44
31
25
22
14
7
9
8
20
2
13
4
3
15
18
6
26
10
33
35
36
47
17
51
11
32
21
49
50
52
37
23
53
29
24
38
45
46
42
30
4 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
A diversified portfolio
of UK forestry and
aorestation assets
Map not to scale.
The exact position of assets may dier.
GEOGRAPHIC FOOTPRINT
27
Mountmill Burn
Located in the Scottish Borders,
the119-hectare property is an
aorestation asset. In July 2022,
theplanting of approximately
260,000trees was completed.
41
Pilanton Wood
Located in Dumfries & Galloway,
Scotland, the 79-hectare property
is an aorestation asset. Acquired
in July 2022, the property has a
small proportion of existing forestry,
including native broadleaves,
and a high proportion of the land
area is expected to be suitable for
inclusion in a woodland creation
scheme. Theacquisition extends the
Company’spresence in the region.
40
Chatto Craigs
Located near Galashiels in the Scottish
Borders, the 98-hectare property is
an aorestation asset. Acquired in
July2022, the property contains a mix
of existing forest and woodland and
land well suited for the establishment
of a productive woodland creation
scheme. The property is well located
in relation to sawmills and timber
processors and expands the Company’s
growing Scottish Bordersportfolio.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 5
1
Aberarder
2
Whiteburn
3
Shorthope
4
Coull
5
W&C
Central Scotland Portfolio
6
East Browncastle
7
Berrieswalls
8
Barkip
9
Over Auchentiber
10
Crofthead
11
Camps Woodlands
12
Derry Lodge
13
South Dairy
14
Bronnant
15
Waun Maenllyd
Donside Forestry Collection
16
Bogforlea
17
Harthills
18
Kirkwood
19
Tom Na Wan
20
Craigwell Wood
21
Auchensoul
22
Frongoch
23
Brynglas
24
Esgair Hir
25
Banc Farm
26
Upper Barr
27
Mountmill Burn
28
Nor Hill
29
Pistyll South
30
Maescastell
31
Cwmban Fawr Farm
32
Fordie Estate
33
Drumelzie
34
Lambs Craig
35
Glass Rigg
36
Rory Hill
37
Red Craig & Glen Burn
38
Burn of Bellyhack
39
Dove Hill
40
Chatto Craigs
41
Pilanton Wood
42
Coed Doethie
43
Droveroad Wood
44
Ness Bogie
45
Reams Hill
46
Brown Hill
47
Knock Fell
48
Windylaws
49
Liddel Water
50
Cheterknowes Wood
Acquisitions post-period end
51
Bogbain Wood
2
52
Glendyne Wood
3
53
Burnside
4
1. Including three properties acquired post-period end.
2. On 12 October 2022, the acquisition of a stocked UK forestry project, Bogbain Wood, was completed.
3. On 17 October 2022, the acquisition of an aorestation project, Glendyne Wood, was completed.
4. On 31 October 2022, the acquisition of an aorestation project, Burnside, was completed.
53
properties
1
Key:
Aorestation
Forestry
Mixed
6 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
As Shareholders have recognised,
FSF oers a unique proposition
amongst UK listed vehicles.
Richard Davidson
Chair
On behalf of the Board, I am pleased
to present the first Annual Report
of Foresight Sustainable Forestry
Company Plc for the period to
30September 2022, a period
which covers our IPO, follow-on
fundraisingand multiple forest and
land acquisitions.
As Shareholders have recognised,
FSF oers a unique proposition
amongst UK listed vehicles – an
investment into the commercial
aspects of UK forestry with the
added benefits of fighting climate
change and biodiversity loss
through new forestry planting.
This combination of attributes has
helped our share price move to and
retain a premium to NAV despite the
challenging stock market conditions
of2022.
The first period of trading has been
busy on many fronts. Here are
thehighlights:
Capital raising
Following the £130 million equity
raise which culminated in the
Company’s successful IPO on
24November 2021, a subsequent
issue raised £45 million at a price
of 107.0 pence per Share on
24June2022
1
. In market conditions
which have been and remain
challenging for the whole sector,
the Board and I are delighted with
our fundraising achieved to date
and have ambitions to raise more
equity when market conditions allow
and existing capital is substantially
deployed. After an initial dip to
below 90 pence in post-IPO trading,
our share price followed a steady
upwards trend to May 2022 and at its
peak reached 116 pence. Pleasingly,
despite discounts widening across
the investment trust sector, FSF
shares traded at a premium to NAV
from 14 April 2022 to period-end.
In August 2022, the Company
finalised the arrangement ofa
Revolving Credit Facility (“RCF”).
Atthetime of writing, no funds
have been drawn under the RCF
and therefore FSF currently has no
direct exposure to rising interest
rates. Whilst the RCF provides FSF
with access toflexible capital to
grow the portfolio, aprudent and
opportunistic approach will be
takento itsuse.
Acquisitions
FSF soon established itself in the UK
forestry market through acquisitions
from the seed asset portfolio.
The two seed asset transactions
occurred through the purchase of
Blackmead Forestry Limited (“BFL”)
and Blackmead Forestry II Limited
(“BFLII”) from Foresight Inheritance
Tax Fund. Concluding in March2022,
the transactions added 36properties
to the portfolio and utilised 87%
ofIPOproceeds.
The additional 14properties acquired
were mainly transacted through
theInvestment Manager’s successful
direct origination campaign. This
is an o-market and proprietary
process covering the sourcing
and negotiation of properties that
meet our aorestation criteria.
Thisapproach has proved highly
valuable to the Company and we
continue to seek aorestation
opportunities using thismethod.
At 30 September 2022, the total
portfolio covered 9,618 hectares
across 50 properties. The Investment
Manager continues to source an
attractive pipeline of investments
forthe Company.
CHAIR’S STATEMENT
1. Before costs of IPO and June 2022 equity raise of £2.4 million and £0.8 million respectively.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 7
One of our IPO objectives was to
invest between 40-50% of the
portfolio by value in aorestation
(new forestry planting) properties.
Aorestation assets by value now
stand at 40% of the portfolio,
a1,175hectare increase from
31March 2022. In addition to the
climate and biodiversity benefits of
new forestry planting, aorestation
investments can also boost NAV as
woodland creation schemes reach
key development milestones.
Forest operations
Having the correct tree species
mix and forest designs is a core
part of our investment strategy.
We believe it allows the Company
to successfully deliver a blend of
cash flows. Throughout the period,
approximately 514,000 trees have
been planted across two properties.
An estimated 6.4 million trees are
currently planned to be planted
over2023 and 2024 at 28 properties;
whichis expected to create
additional value for Shareholders
through land appreciation and
creation of voluntary carbon credits.
Due to their nature, commercial
timber assets allow the owner to
make an informed decision about
when to harvest. Timber is not a
perishable asset that has to be
cut in any one season and can be
left to grow in periods of price or
demandweakness.
Over the course of 2022, we have
seen a softening of timber prices
due to additional supply caused by
extreme weather events, such as
Storm Arwen, and sawmill destocking
driven by economic caution. As a
result, we have delayed harvesting
plans at a number of properties
to ensure we maximise value by
bringing the Company’s timber
to market when prices are more
favourable in the future. Despite
these partial delays, FSF harvested
approximately 26,000 tonnes of
sustainable timber in the period and,
over the next five years, we expect to
have in the region of 213,000 tonnes
of fully FSC and PEFC certified
timber available for harvest.
Key financials
In the period to 30 September2022,
the NAV per Ordinary Share increased
to 105.0 pence (31March2022:
104.2 pence). Overthe period since
IPO, ourNAV total return has been
5.0%. Thekey driver of this gain
was a 16.9% upwards revaluation
of our aorestation sites, driven by
rising prices for land suitable for
aorestation development, securing
of grants and planting permissions,
and the completion of planting.
Valuations for established forest
properties have remained relatively
muted during the period, reflecting
relative softness in the timber market.
The second half of the period has
seen substantial investment into
the aorestation assets as well as
getting new debt and equity capital
in place, and the related costs of
that. We are very encouraged that
the two aorestation properties
that were planted during the period
achieved a 42% valuation increase
(contributing strongly to the overall
uplift for aorestation assets) before
any consideration of the value of
voluntary carbon units.
With up to 25 further assets in the
aorestation development pipeline
due to reach the planted milestone
in the next two financial years, we
expect to see the hard work and
capital investment continue to deliver
development returns going forward.
Recognition of the value of voluntary
carbon credits in the Companys NAV
is also an exciting development.
8 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
CHAIR’S STATEMENT CONTINUED
Sustainability and
Environmental, Social
and Governance
In the sustainability and ESG
section of this report you will
find the environmental and
natural capital highlights that the
Company has achieved. We create
natural capital alpha through our
proprietary sustainable forestry
management practices. We balance
UK timber production, carbon
sequestration, biodiversity and
positive social impacts, amongst
other considerations, for each of
our aorestation sites. As well as
commercial trees, this will include the
planting of significant hectarage of
native broadleaf trees and reinstating
wetlands and reducing grazing
levels on large areas of open ground,
which increases positive carbon
impacts and creates additional
biodiverseecosystems.
Particular achievements during
the reporting period include
28,873 tCO
2
e of arboreal carbon
sequestration achieved and material
progress with the data collection
for establishing the ecology and
biodiversity baseline of the portfolio.
The launch of FSF’s Forestry Skills
Training Programme in Wales
has been a particularly notable
development. All four candidates on
the pilot scheme graduated from the
course and we look forward to the
scale-up and roll-out of the training
programme as part of a UK-wide
expansion plan to add valuable skills
in the rural communities where we
operate.
Awards
Recently we were delighted to
be awarded the Most Innovative
Sustainable Fund Launch at the
Investment Week Sustainable
Investment Awards. Thiswas
followed by the award of
Infrastructure Finance Initiative of
theYear at the National Sustainability
Awards. These awards recognise the
mix of our commercial model with
sustainability goals, which lies at the
heart of our investment approach.
Market outlook
Shareholders will know only too
well the backdrop of the last year,
featuring rising interest rates, falling
stock markets, global political
instability, anenergy crisis and
currency volatility. Despite these
significant headwinds, UK forest
property prices have exhibited
their historic low correlation to
other assets and have held up well.
Thisresilience may not always be
the case, particularly if other assets
were to continue to deflate in the
face of rising interest rates. However,
we would highlight the following
potential factors that may serve to
oset this risk:
The UK imports 80% of its timber
and therefore a weak GBP makes
domestic timber more competitive
Sanctions on Russian and
Belarusian timber will have an
additional benefit for UKgrowers
Historically there has been limited
debt involved in UK forestry
purchases due to its inheritance
tax protected status and it not
being a mainstream asset class
for banks, meaning less risk of a
debt-driven unwind of holdings
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 9
Sustainable timber remains a
product in a long-term demand
uptrend in the UK and globally
Government support for new
forestry planting across the UK
remains significant in both policy
and grant terms
New planting trends are largely
unaected by market volatility
The global decarbonisation
agenda continues to accelerate;
corporate net zero pledges are
becoming increasingly common
practice with many looking to
achieve this feat between 2030
and 2050
FSF is well placed to benefit from
a future increase in timber and
voluntary carbon credit prices and
remains focused on a significant
amount of new forestry planting.
Wewill continue to deploy our
capital advantageously.
Voluntary Carbon
Market designation
On 5 December 2022, the Company
announced that it had become the
first company to ocially receive
the LSE’s Voluntary Carbon Market
(“VCM) designation. I would like
to take this opportunity to reflect
on what is a material post-period
announcement, and that we believe
is a milestone for capital markets
andthe Company.
The VCM was launched by the LSE
on 10 October 2022 and has been
created to facilitate financing at
scaleinto projects that mitigate
climate change. The VCM designation
will be applied to funds or operating
companies that are admitted to
the LSE’s Main Market or AIM and
which are intent on investing into
climate change mitigation projects
that are expected to yield voluntary
carboncredits.
Annual General Meeting
We look forward to meeting
Shareholders at the Company’s
Annual General Meeting (“AGM”)
on23 February 2023 at 1:00pm.
Details of how Shareholders may
participate are set out in the Notice
of Annual General Meeting published
in this report.
Summary
I would like to thank the Fund
Managers, advisers, Shareholders
andother members of the Board
for contributing to what has been
a verybusy and successful period.
Weare proud of what we have
achieved so far and very much look
forward to continuing the growth
ofthe Company.
Richard Davidson
Chair
14 December 2022
August 2022
Delivered key IPO
objectiveof achieving a
40-50% portfolio allocation
to aorestation projects.
PERIOD AT A GLANCE
PERIOD FROM INCORPORATION TO 30 SEPTEMBER 2022
10 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
March 2022
Rapidly completed seed
asset portfolio transactions
four months after the
Company’s IPO and secured
36 properties at a cost of
£113 million (inclusive of
tax and other transaction
costs) and resulting in
the IPO proceeds being
substantially deployed.
June 2022
Successful placing
raised total gross
proceeds of £45million
with a further
38,002,022 new
Ordinary Shares issued.
This increased the
Company’s total equity
raised to £175 million.
The net proceeds of
the issue will be used to
acquire further assets
within the Company’s
imminent pipeline of
opportunities.
March 2022
Completed the planting of
approximately 250,000
saplings at the 150-hectare
property Banc Farm in
Carmarthenshire, Wales.
June 2022
Announced successful
full deployment of IPO
proceeds within eight
months of listing and
ahead of plan.
June 2022
Announced Interim results
As at 31 March 2022 the
Company’s unaudited
NAV was £135.5million.
Over the period, NAV per
Ordinary Share increased
to104.2pence.
November 2021
Listed on the Premium
Segment of the Main
Market of the London
Stock Exchange, raising
£130.0million.
The Company was the
first and is the only UK
listed investment trust
focused on UK forestry,
aorestation and natural
capital and was awarded
the LSE Green Economy
Mark at IPO.
March 2022
Company Half Year
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 11
August 2022
Completed planting
at Mountmill Burn, an
aorestation project
located in the Scottish
Borders, with c.260,000
trees planted. The planting
design also incorporated
rare and endangered tree
species, such as Black
Poplar and Holm Oak.
August 2022
Signed an agreement for
a three-year committed
£30 million RCF and
uncommitted accordion
facility of up to an
additional £30 million,
providing a flexible
source of funding
outside equityraising.
September 2022
Commenced Foresight
Sustainable Forestry
Skills Training
Programme pilot,
providing four motivated
and enthusiastic
candidates in Wales
with fully funded
three-weekly training
sessions which cover
the fundamentals
of forestry-related
activities.
September 2022
FSF wins Most
Innovative Fund Launch
at the Investment
Week Sustainable
InvestmentAwards.
September 2022
Company Full Year
12 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NON-CORE
<10% |
ESTABLISHED
FORESTRY
AFFORESTATION
<50% |
Risk-adjusted
returns and natural
capital alpha
BUSINESS MODEL
Target allocation (by value as % of Gross Asset Value)
Underpinned by
Risk management Strong governance
Read more about risk management on
pages 40 to43.
Read more about governance on
pages 48 to78.
Delivery of
natural capital
services
tosociety
1
Aunique
andleading
approach
Opportunistic
sales and
reinvestment
Tailored designs
and diversified
revenue streams
Potential for
biodiversity net gain
and other nature
positive credits
Voluntary carbon
trading strategy
from2030
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 13
Buy and hold
Manage on rotational basis for
timber revenues
Improve forests through
continual re-design,
investment and proactive
management
Continuous re-stocking
and replenishment
Hold, manage
and optimise,
integrating with
core assets
OR
Dispose and
recycle capital
into core assets
Acquire suitable land
Secure permits and grants
Plant and establish trees
Sell developed assets circa
years 5 – 10
Recycle capital into
new projects
Target allocation (by value as % of Gross Asset Value)
Underpinned by
Risk management Strong governance
Read more about risk management on
pages 40 to43.
Read more about governance on
pages 48 to78.
1. Examples include, but are not limited to, atmospheric carbon
sequestration, flood prevention and air purification.
ESTABLISHED
FORESTRY
Stable returns
and cashflow
generation
AFFORESTATION
Development returns
and securing
nature-based units
NON-CORE
Optimised and
managed or
disposed of to
recycle capital into
additional forestry or
aorestation assets
Outputs
Sustainable UK timber supply
Forestry skills training
Social and recreational services
Outputs
Community engagement
Natural capital services
1
Voluntary carbon units
Outputs
Jobs
Education
Recreation
Eco-tourism
Renewable energy
Capital for recycling
14 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Executive summary
In its first period, FSF, the London
Stock Exchange’s first listed natural
capital investment company,
delivered a particularly positive
performance during a year of such
significant political and financial
market volatility. During the period,
theCompany demonstrated the
success of its business model.
Thiswas clearly shown by valuation
uplifts, increase of NAV per share and
a total NAV return since IPO of5.0%.
In aggregate, the Company’s NAV
increased by £50.6million between
IPO on 24 November 2021 and
30September2022.
Thiswas predominantly due to FSF’s
successful £45million equity raise
in June2022 but also aided by a
£11.5million (up to 9.1%) valuation
gain of fixed assets in the period.
The NAV per share increase in the
period to 30September2022 has
been impacted by transaction costs
from the high volume of aorestation
acquisitions, the commencement of
development activities on multiple
aorestation properties, and costs
related to securing new equity
and debt capital. The benefits of
investing in development projects
and increasing the Company’s
available capital base for deployment
are becoming apparent in the very
strong valuation uplifts delivered
by the first two aorestation assets
where planting has been completed.
Robert Guest
Managing Director,
Foresight Group
Co-Lead, Foresight Sustainable
Forestry Company
Richard Kelly
Managing Director,
Foresight Group
Co-Lead, Foresight Sustainable
Forestry Company
INVESTMENT MANAGER’S REPORT
EXECUTIVE REVIEW
We are proud to have delivered our business
plan and financial performance targets for
the Company in the reported period.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 15
Successful aorestation development
and the securing of the related
voluntary carbon credits is a core
part of the Company’s business
model and the value recognition
received on the first two aorestation
properties validates this strategy.
Overall, we are proud to have
delivered on our business plan
and financial performance targets
for the Company in our first year.
Alongsidethis, the measurable
sustainability and ESG impacts
of FSF are increasing whilst the
regulatory risk management
frameworks and end markets
for voluntary carbon units,
naturepositive units and other
methods for quantified provision of
natural capital services are rapidly
emerging and taking shape.
Weare excited to keep progressing
our aorestation development
programme and project pipeline
and to deliver continued “natural
capital alpha” (the combination
of outperforming sustainable
financial returns with sustainable
timber production, carbon
sequestration, biodiversity and
positive social impacts, through
sustainable forestrymanagement
practices) forour Shareholders
intheCompany’s financial year.
Looking to the next year, we are
particularly excited to continue to
increase the Company’s exposure
to aorestation via new acquisitions
and to commence and complete tree
planting activities on the pipeline
of aorestation schemes within the
existing portfolio that are currently
indevelopment.
16 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Acquisitions
The pace of deployment has been
strong throughout the period.
Since inception, FSF has deployed
£133.3million into a portfolio
of 50forestry and aorestation
properties across the UK. In the
first six months since FSF’s IPO,
theinvestment focus was on
negotiating and completing the
acquisition of seed assets portfolio
to ensure IPO proceeds were rapidly
deployed to minimise the impact of
cash drag.
Looking forward to the next year,
theInvestment Managerwill be
looking to further enhance FSF’s
exposure to aorestation assets and
maintaining investment discipline as
we continue to search for high quality
assets to add to theportfolio.
Foresight sources deals and
acquisition opportunities via selling
agents, on-market bids, bilateral
deals and direct origination for both
established forestry and aorestation
assets. Approximately4,500
specific properties, extending over
c.860,000hectares, have been
identified as highly suitable for
aorestation and are specifically
targeted with our direct origination
system. TheCompany has full
priority rights over any acquisition
opportunities sourced from the
direct origination system and other
Foresight forestry opportunities that
are within the Company’s mandate in
accordance with the Prospectus.
In the next year, we expect to
increasingly deploy capital into
attractive forestry properties as
we approach FSF’s maximum
50% aorestation allocation.
Whilstforestry properties generally
oer lower returns than aorestation,
they play an important cash
generation role within the Fund.
Givenhow resilient FSF’s share
price has been during recent market
volatility, we expect to come back
to equity markets, conditions and
pipeline allowing, in 2023 to expand
FSF’s capital base.
INVESTMENT MANAGER’S REPORT CONTINUED
PORTFOLIO
Portfolio by area
Key:
Scotland – 82%
England – 6%
Wales – 12%
Key:
Aorestation – 45%
Established
forestry–55%
Portfolio by value
Key:
Scotland – 82%
England – 7%
Wales – 11%
Key:
Aorestation–40%
Established
forestry–56%
Non-forestry
assets–4%
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 17
80
120
40
0
160
£m
Portfolio valuation
Forestry
revaluation
Portfolio value
at acquisition
Aorestation
revaluation
Mixed
properties revaluation
Carbon
credits
Portfolio value at
30 September 22
£133.3m
£1.2m
£7.5m
£2.2m
£0.6m
£144.8m
In the build-up to that we will remain
focused on securing an attractiveand
well-developed pipeline that the
proceeds can be deployed into.
Portfolio
The primary acquisition strategy
in the latter part of the period was
to increase FSF’s allocation to
aorestation opportunities. Inour
IPO objectives, we stated that
aorestation properties would make
up (by value) between 40-50% of
the portfolio. We were delighted to
report in August2022 that FSF had
achieved this objective.
As at 30September2022, the
Company’s portfolio comprised
50 assets covering a total area of
9,618 hectares. An overview of
the portfolio is provided on pages
4and5 and the split of hectares by
country and by aorestation/forestry
is illustrated on page 16.
The portfolio’s allocation continues
to be weighted towards Scotland
(82% of FSF’s portfolio by land
area), which is the most forested of
the UK countries and the closest to
achieving its annual tree planting
targets. Deployment into Scottish
properties is also aided by the larger
property parcel sizes. Weexpect
deployment in 2023 to be weighted
towards Scottish properties.
Wales (12% of FSF’s portfolio by land
area) is the second largest country
allocation within FSF’s portfolio and
government targets for aorestation
in Wales are significant.
However, properties and parcel sizes
tend to be smaller than in Scotland,
particularly for aorestation
properties, which limits opportunities
to deploy at scale. Weare also
seeking opportunities in Northern
England to slightly increase the
allocation, but we note that this
is a relatively more challenging
regulatory environment with England
yet to fulfil its annual planting
targets. We expect 2023 deployment
into England to remain a relatively
low proportion of total deployment,
versus both Scotland and Wales.
18 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
INVESTMENT MANAGER’S REPORT CONTINUED
PORTFOLIO CONTINUED
Portfolio continued
Following the release of the Interim
Report, the Investment Manager
has carried out a detailed review
ofallocation to non-forestry
assets. Theinformation now
includes non-forestry assets as a
reporting metric in the portfolio
allocation calculation, as is
illustrated on page 16. Infuture,
theallocation to aorestation,
forestry and non-forestry assets
will be reported,monitored and
measuredon thisbasis.
Portfolio valuation
As at 30 September 2022, the
forestry portfolio held through
SPVsas described on page 110,
wasvalued at £144.8million.
SinceIPO, the portfolio delivered
avaluation gainof£11.5 million in
theperiod.
Aorestation properties delivered
gains of £7.5 million. The largest
percentage valuation increases
were from two planted aorestation
properties, MountmillBurn and
BancFarm.
Using Mountmill Burn as an example
of what occurs when development
milestones are reached, the property
was originally valued at £1.4million
at acquisition. At that time, Mountmill
Burn was an aorestation scheme
still in development and unplanted.
A year later, Mountmill Burn has
been fully planted and the saplings
are establishing well. Mountmill
Burn was valued in September
2022, as part of FSF’s portfolio
valuation, at £2.5million, an increase
of approximately £1.1million
equivalent to a 74% increase on a
year earlier. In addition, Mountmill
Burn has seena further £340k of
value ascribed to progress towards
creation of 19,466carbon credits to
the property’s valuation, taking total
returns delivered on Mountmill Burn
to £1.4million, an increase of 97%.
Both planted properties demonstrate
the capital appreciation potential of
aorestation sites once development
milestones are met. The Company
has a further 25 aorestation
properties as part of a series of
development activities which is
estimated to see the creation of
approximately 800,000 voluntary
carbon credits. Thisestimate takes
into consideration the verifier’s
20%buer to ensure that the
number of units oset or traded is
conservative versus the estimated
carbon actuallysequestered.
Aorestation properties remain the
engine room of performance and
the Company is looking to increase
the portfolio allocation to this asset
type in the coming year. Successful
aorestation development and the
securing of the related voluntary
carbon credits is a core part of the
Company’s business model and
the value recognition received on
the first two aorestation projects
validates this strategy.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 19
Standing forestry properties
delivered gains of £1.2million from
acquisition to 30September2022.
Valuations for established
forest properties have remained
relativelystable.
Mixed forestry and aorestation
properties, a category dominated
by the Fordie Estate, delivered an
18.4% increase from acquisitionto
30September2022, a £2.2million
uplift. TheFordieEstate
development, which includes an
aorestation scheme of material
scale, continuesto progress well.
Debt financing
As mentioned by the Chair, the
Company completed the arrangement
of a £30 million RCF and an
uncommitted accordion facility of
up to an additional £30million on
favourable margins. The RCF gives
FSF a committed source of flexible
funding outside equity raisings.
Once drawn, the facility is expected
to be paid down periodically
using the proceeds of subsequent
equityissues.
This enables FSF to make new
investments with certainty of funding
and on a timely basis, reducing
cash drag associated with holding
cashbalances.
Pleasingly, the interest margin
chargeable on the RCF is linked to
the Company’s sustainability and
ESG (“S & ESG”) performance,
with FSF incurring a premium or
discount to its margin based on its
performance against defined targets.
These S & ESG targets are:
A year-on-year increase in the
total number of hectares of land
acquired for carbon sequestering
activities (including aorestation,
peatland restoration and voluntary
carbon credit acquisition)
A year-on-year increase in
the total number of people
completing FSF’s Forestry Skills
TrainingProgramme
Performance against these targets
will be measured annually, withthe
interest cost of the RCF being
amended accordingly in the following
year. The lender is Virgin Money and
the interest margin can vary between
200 bps and 220 bps over SONIA
(Sterling Overnight Index Average),
depending on performance against
the Company’s S&ESG targets.
Since arranging the facility,
nodrawdowns of the RCF have
been made and the potential
utilisation of the facility will
be carefully considered by the
Investment Manager in the context
of rising interest rates and market
conditions. However, having the
RCF available gives the Company
significant manoeuvrability for
strategic purchases and enhances
growth prospects for the future.
Looking forward, we hope to
deploy the proceeds of the RCF
opportunistically into favourably
priced properties.
20 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
OPERATIONS
INVESTMENT MANAGER’S REPORT CONTINUED
Established forestry
Of the Company’s established
forestry, 3,495 hectares is stocked
and 48% is dedicated to native
broadleaves, rare and endangered
trees and open ground.
Planting
Excitingly, during FSF’s first year,
planting completion was reached
on two aorestation projects
(BancFarm and Mountmill Burn),
which has seen approximately
514,000trees planted and
establishing well.
The Company has also been
developing its other 26 properties
where aorestation activity is
possible. Sixteen sites have formally
completed planting designs and are
now busy gaining permits, grants and
admission to the Woodland Carbon
Code (“WCC) register. Theten other
aorestation properties are expected
to complete planting designs in the
first half of FY23.
The total portfolio will see the
development of 3,917 hectares and
6.4million trees are expected to be
planted throughout 2023 and 2024.
Current development plans see
52% of the total area dedicated to
commercial conifers, alongside 16%
of land area with native broadleaves,
rare and endangered trees, alongside
32% dedicated to open ground.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 21
Afforestation asset development progress
Twenty-seven aorestation properties and one mixed aorestation and forestry property were being developed at the
year-end date. The status of each property at the year end was asfollows:
Property name
Forest design
completed
Permits and grants
secured, admitted
to WCC register
Planting
completed
Final WCC
validation
completed
Trees fully
established
Banc Farm
Mountmill Burn
Upper Barr
Auchensoul
Cwmban Fawr Farm
Frongoch
Brynglas
Esgair Hir
Pistyll South
Ellenber Farm
Fordie
Rory Hill
Lamb Craigs
Maescastell
Red Craig & Glen Burn
Burn of Bellyhack
Dove Hill
Chatto Craigs
Pilanton Wood
Coed Doethie
Droveroad Wood
Ness Bogie
Reams Hill
Brown Hill
Knock Fell
Windylaws
Liddel Water
Chesterknowes Wood
22 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
INVESTMENT MANAGER’S REPORT CONTINUED
Harvesting
The Investment Manager took the
opportunity during the period to
commence harvesting at two forests
at good pricing levels. Two other
forests have proceeded as planned
this winter to clear up wind blow
from StormArwen. In total, this is
expected to yield c.26,000 tonnes
of timber harvesting. There will
also be a thinning operation carried
out at two sites in order to comply
with Statutory Plant Health Notices
(“SPHNs”); this is expected to yield
a further c.4,000tonnes of timber.
BothSPHNs that have been issued
are in relation to infected Larch.
Larch trees are known to be more
susceptible to the Phythopthora
Ramorum disease that is currently
prevalent, and, providedthe SPHN
felling is carried out, this poses
nofurther risk to the wider forests.
The timber from the Larch trees
harvested can still be sold in the
usual way to sawmills, sothere is
noloss in revenue associated with
the process.
However, timber pricing was
generally weaker during the
year. As a result of an increase
of timber supply following the
end of COVID-19 restrictions
and related timber demand
surge, andhigher-than-normal
timber supply inflows following
StormArwen in November2021,
plannedharvesting at ten
FSF properties of harvestable
age was postponed. Intotal,
c.100,000tonnesof timber within
the portfolio have reached maturity
and is in a five-to-ten-year optimum
harvestingwindow.
TheCompany has set aside sucient
working capital and forecast future
capital expenditure to provide the
Company with flexibility to adjust and
postpone the timing of commencing
harvesting on these sites.
TheCompany also enjoys significant
income from woodland creation
grants, which oset a large portion of
the capital expenditure invested into
planting aorestationsites.
The Company is well capitalised and
pursues a total return, rather than
a dividend yield strategy, providing
it with the ability to be flexible
with its harvesting programme,
whensupply and/or demand
variances indicate that it is beneficial
to do so. Thetimber will remain
“onthe stump” and continue to enjoy
biological growth until harvesting is
deemed beneficial to the Company’s
NAV. Aharvesting programme for
2023 that ensures maximum value is
captured for any of the Company’s
mature timber is being reviewed.
All relevant felling permits have
been secured and FSF is able to
mobilise at short notice when market
conditions improve.
Health and safety (“H&S”)
H&S is a priority for the Company.
Nonear misses or RIDDORs
(Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations)
have been reported since the
Company’s establishment.
The Company continues to invest
in enhancing its H&S reporting
processes. Atthe time of writing,
Quadriga, anH&S specialist adviser,
have been re-engaged to carry
outan H&S audit on a second forest
manager, following their review of
the first manager in the first half
ofthe financialyear.
Following the advice of the first
Quadriga report carried out during
the period, the H&S reporting
process has been expanded.
There is a flow of H&S information
from the forest managers to the
Company Directors on a monthly
basis. This allows any H&S incidents
to be discussed and appropriately
responded to. This information then
flows through to the Company Board
on a quarterly basis as part of the
Board report.
One initiative implemented by
FSF during period is introducing
the requirement for all operatives
to carry a lone working device
when working in the forest;
thusensuring they are always able
to contact someone in the event
of an emergency. Foresight Asset
Management continue to look at
ways to ensure FSF remain ahead of
the industry in relation to H&S and
will continue to work with E.J.Downs
Forestry and the forest managers in
order to doso. E.J. Downs Forestry
have significant experience in the
forestry management space and
advise FSF on silvicultural decisions.
FSC and PEFC accreditation
The Company aims to achieve
both the Forest Stewardship
Council (“FSC”) and Programme
for the Endorsement of
Forest Certification (“PEFC)
accreditation for each property
within 12months of acquisition.
Asat30September2022,
theCompany had received dual
accreditation for 30 properties.
OPERATIONS CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 23FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 23
Coull Woodlands (“Coull) is a
370-hectare, dual FSC and PEFC
certified commercial forestry project
in Aberdeenshire, Scotland. It is
a highly productive commercial
forestry asset, with a diverse age
profile due to the harvesting that
has been carried out on several
coupes of the first rotation. Coull
was purchased by FSF as part of
the initial seed asset transaction
inMarch2022.
Since acquisition, E.J.Downs
Forestry worked closely with
the underlying forest manager,
RTS, and the Foresight Asset
Management team to develop a plan
to remove weeds and replant these
compartments, continuing to use
Sitka Spruce as the main restock
crop. These reparative works have
been carried out to a high standard
and a minimal beat up
1
was required
of these new crops, once again
demonstrating the highly fertile
nature of the woodland.
The Long-Term Forest Plan
(LTFP ) outlines plans to continue
restructuring the forest, removing the
mature crops and restocking these
areas with Spruce. Themature pine
is well-thinned and of a generally
good quality for Scots Pine.
Near-term plans are for the removal
of approximately 4,500 tonnes of
timber in a single harvesting coupe,
crystallising some of the value
of these compartments. Ashas
previously been done at Coull, these
areas will be restocked with Sitka
Spruce as the main species alongside
a mix of NorwaySpruce and Scots
Pine to diversify the compartments.
In addition to the commercial
areas of Coull, there is also 34.5
hectares of mixed broadleaves
and open ground. Under the LTFP,
this ground will be maintained in
line with silvicultural best practice,
maximising the value add to
the site from an ecological and
amenity perspective in line with the
Investment Managers sustainable
investment strategy.
In general, Coull oers excellent
commercial and community value
providing high-quality timber
into the UK timber market in the
immediate term and re-stocking the
harvested areas with high-yielding
Spruce and Pine crops with the goal
of longer-term yields. Through these
restructuring works FSF believes
that the financial, community
and environmental valueof Coull
willflourish.
COULL WOODLANDS
ABERDEENSHIRE,
SCOTLAND
OPERATIONAL CASE STUDY
Investment overview
Property location
Aberdeenshire, Scotland
Asset type
Forestry
Project size
370 hectares
Acquisition date
March 2022
Coull
Woodlands
1. The process of counting and
replanting trees that have died
shortly after planting.
24 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
INVESTMENT MANAGER’S REPORT CONTINUED
OUR MARKETS
Voluntary Carbon Market
The Investment Manager has been
working in close collaboration with
the London Stock Exchange (LSE”)
in relation to their new Voluntary
Carbon Market (“VCM) designation.
This allows market participants to
easily identify listed investment
companies that are contributing
positively to the establishment
and scale-up of voluntary carbon
markets. FSF qualifies under all
of the criteria and is the first VCM
designated company on the LSE.
As part of this, FSF intends to give
investors the choice to receive cash
dividends from the net proceeds of
the sale of voluntary carbon credits,
or to elect to receive in-specie
voluntary carbon credit dividends.
If credits are received in-specie
they can be directly utilised by
the recipient for its own net zero
osetting or onward carbon trading
strategy. Thedesignation enables
investors to:
Secure a supply of voluntary
carbon credits for net zero
commitments or trading purposes
Hedge against the risk of rapidly
rising voluntary carbon credit
prices
Generate an attractive risk
adjusted return from otherwise
uninvested balance sheet cash,
with flexibility to adjust carbon
credit yield requirements in a
dailytraded manner
On the demand side, according
to Trove Research, at the end
of calendar Q32022 a total of
3,729companies globally had put
Science Based Target initiatives
(“SBTi”) in place, or had committed
to one. Positively, this represented a
142%increase from the commitment
levels in Q3 2021.
On the supply side, over the same
period, the number of new voluntary
carbon credits issued each quarter has
fallen for four consecutive quarters,
declining at a rate of 16% CAGR since
Q4 2021. It is unclear what has driven
this decline. In the same period, the
retirement of units decreased by 14%
CAGR but regained 9% from Q2 to
Q32022. The market surplus rose
by 2% to a new peak of 667 Mt in
Q3 2022. Foresight expects to see a
reducing surplus lifetime trend in 2023
as supply increasingly tightens.
As part of the process for ascribing
carbon unit value to the Banc Farm
and Mountmill Burn aorestation
properties, the Investment Manager
and the Company’s auditor have
reviewed evidence of completed
transactions for purchases of UK
voluntary carbon units, with the price
of pending issuance units (“PIUs”)
sold ranging between £14 and
£35percredit. Within the calendar
year, there is an upward pricing
trajectory in prices paid. It is worth
noting that the value of individual
carbon credits is influenced by the
location of the project (with those
close to populated areas attracting
a premium price), the status of the
carbon credit (with woodland carbon
units (WCUs”) that are capable of
retirement for osetting purposes
trading at a significant premium
over PIUs that have yet to mature
to become WCUs) and the project’s
specific co-benefits beyond just
carbon sequestration (with projects
that have strong nature positive
co-benefits, such as biodiversity,
trading at premiums). The outlook for
voluntary carbon markets remains
strong. Foresightis encouraged
by the level of new SBTi net zero
pledges made by companies in the
period. Whilstvoluntary carbon
prices are down from their January
peak, theannual pricing trend
remains positive. Foresight believes
that we are likely to see sustained
price volatility, an increasingly tight
supply and increasing prices for
nature-based voluntary carbon
credits over the coming years.
This view is supported by research
published by Boston Consulting
Group which forecasts that there
will be an insucient inventory of
voluntary carbon credits to meet
forecast demand by 2028.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 25
Outlook for supply, demand and available inventory of carbon offsets
1.0
-0.2
0.0
0.2
0.4
0.8
0.6
1.2
2
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Immediately following the end of the
reporting period (1October2022)
the WCC released a new financial
additionality test methodology which
aects a number of FSF’s assets. The
principle of additionality looks to test
that a positive carbon sequestration/
mitigation activity, development or
intervention would not have occurred
in the absence of the incentive
created by carbon credit revenues.
In other words, if the activity,
development or intervention would
likely happen anyway with or without
carbon credit revenues then a project
is not defined as an additional
contributor to net zero goals.
BancFarm and MountmillBurn
fall under the old regime and for
new pipeline assets the known
adjustments are being incorporated
into the prices oered. However,19of
FSF’s aorestation assets are
aected and Foresight is currently
evaluating the impact, which is most
likely to manifest itself in a reduction
in grants taken and/or allocation
to commercial forestry within
scheme designs in order to achieve
financialadditionality.
Foresight is also working closely
with industry body Confor and
other market participants to provide
constructive feedback to the WCC
regarding various aspects of the
methodology. Theconsultation is
ongoing, with the WCC already
having acknowledged some of
the points made and adjusting the
methodology accordingly, which has
a positive impact for the Company
and the wider aorestation market.
Further updates will be provided
once conclusions have been reached
and further analysis has been carried
out by Foresight regarding impacts.
26 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
UK timber market prices
Coniferous Spruce SawlogSoftwood
Small Roundwood
100
80
60
40
20
0
140
120
Sep
2016
Mar
2017
Sep
2017
Mar
2018
Sep
2018
Mar
2019
Sep
2019
Mar
2020
Sep
2020
Mar
2021
Sep
2021
Mar
2022
Sep
2022
£/per m
3
over bark
Source: https://cdn.forestresearch.gov.uk/2022/11/TPI_Sep_22.pdf
INVESTMENT MANAGER’S REPORT CONTINUED
Timber uses
Timber outputs are broken down into
three categories depending on the
top diameter:
Sawlog, with a top diameter of
18cm and above, is the primary
timber product and fetches the
highest price. This timber can be
used for construction and is often
used for fencing posts and other
home improvements
Small Roundwood, with a top
diameter between 6-14cm,
is sometimes referred to as
fencing wood. This is largely
used in fencing panels and pallet
construction. It is processed at
a separate mill to sawlog, that is
specifically designed to process
the smaller pieces of timber
Chipwood, with a minimum top
diameter of 6cm, is essentially too
small or not straight enough to be
processed in a saw or fencing mill.
This product is chipped, rather
than sawn, and used in pulp mills to
make paper products or biomass
plants, generating power and heat
UK timber market
After a period of unprecedented
demand and high timber pricing due
to COVID-19 during 2020 and 2021,
the combination of Storm Arwen
and the cost-of-living crisis have
left UK sawmills with excess stock
during 2022 and UK sawlog and
medium-sized roundwood prices
have fallen accordingly through
theyear.
Storm Arwen is estimated to have
brought forward early supply of
1million cubic metres of wind-blown
timber. However, in a country that
imports c.80% per annum, market
practitioners are generally of the
view that the impact will likely have
been fully absorbed by the market
byearly 2023.
Trees that were wind-blown before
reaching prime age for harvesting
will only result in a tighter UK timber
supply in futureyears.
Foresight understands that the high
inventory levels held as a result
of COVID-19 by the sawmills are
re-balancing as many UK forest
owners, like FSF, have chosen
to leave value ‘on the stump’,
bypostponing harvesting and
looking forward to how 2023 order
books shapeup.
As the financial implications of the
COVID-19 pandemic, the outbreak
of war in Ukraine and the recent
political and financial actions taken
by the Bank of England and the
UK Government take eect, most
forecasters are anticipating a slowing
of growth in the UK economy and a
period of shallow recession over the
nextyear.
OUR MARKETS CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 27
It is likely that such an economic
environment will result in decreased
demand for UK sustainable timber.
The construction products industry
currently continues to forecast
growth in overall demand during
2022 and 2023 in anticipation
that large warehouse and major
infrastructure construction projects
will go ahead but with downgrades
to the previous estimates, driven by
an expected slowdown in the private
housing and repair, maintenance
and improvement (“RM&I) markets.
The UK S&P Global Construction
Purchasing Managers Index (“PMI”)
has declined approximately 17% from
just prior to the Russian invasion
of Ukraine (February 2022) to
August2022.
However, a weak GBP makes
imported timber relatively less
attractive versus home-grown UK
timber and the government may
choose to boost its ‘build back
better’ eorts to oset recessionary
pressures, which may partially oset
reduced demand elsewhere.
The Investment Manager remains
of the view that the embedded
UK timber supply deficit and the
qualities of timber as a sustainable
material for construction and
other uses provides a significant
opportunity if the harvesting strategy
for the Company’s timber is pursued
in the correct manner.
European and
global timber market
Inflationary and economic
pressures in Europe are not
anticipated to increase demand
either, with the latest available
construction confidence indicators
reportingdecreases.
In China, new government rules
limiting gearing levels for housing
development have caused serious
debt servicing issues for major
property developers and unwanted
knock-on eects further down the
supply chain. Property makes up a
large part of the Chinese economy
and the debt restructuring required is
dramatic. This has had a substantial
negative eect on house prices and
construction in China, although the
underlying demand for new housing
still prevails and it seems likely that
the government will take action to
stabilise the situation and continue to
incentivise infrastructure projects as
part of that.
On the supply side there are forces
moving in the opposite direction,
mainly stemming from Russia’s war in
Ukraine, to create shortages of and
competition for material.
Russian, Belarusian and Ukrainian
timber is all now considered as
conflict timber by the FSC and PEFC.
With timber from those geographies
representing a significant amount of
global and European timber demand,
this creates an intense supply
shortage of certified timberglobally.
It is understood that volumes of both
certified and uncertified harvested
timber have increased elsewhere to
make up for some of the shortfall.
For instance, Finland is expected
to boost harvesting volumes by
3% for each of the next two years,
turning Finland’s forests into a net
carbon emitter. Another example
is Estonia, which has announced a
relaxation of its logging restrictions
on state-owned land, accounting for
roughly half of the country’s forests.
As a result, harvesting is expected to
increase. Further, satellite imagery
of Ukraine illustrates extensive
forest fire damage caused by the
conflict, further reducing European
supplies. This sort of drastic action
demonstrates the intensity of the
current shortages.
Image: courtesy of James Jones & Sons Ltd sawmills.
28 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
OUR MARKETS CONTINUED
INVESTMENT MANAGER’S REPORT CONTINUED
War in Ukraine impacts
on UK timber market
In the near term, it is forecast that
imports of Russian timber to the
UK will have fallen to near zero.
Woodpellets, plywood and sawn
softwood imports will be the most
impacted. According to Forest
Research, in 2017, imported Russian
wood pellets accounted for 4% of
totalUK imported wood pellets,
Russian plywood accounted for 8%
of total UK imported plywood and
Russian sawn softwood accounted for
7% of total UK sawn softwood imports.
We have now started to observe the
tightening supply of timber translate
through to imported timber prices,
with the TDUK Structural Timber
Imported Price Index increasing by
c.9% from immediately prior to the
Russian invasion to April2022.
The European energy crisis is also
having an impact. With Russia
materially reducing gas supplies
and Europe keen to quickly become
less reliant on Russian energy, parts
of Europe have warned of the risk
of rolling blackouts and energy
rationingthis winter. Europe is
already the largest consumer of
wood pellets, used for bioenergy
generation,globally.
Although there is not always uniform
consensus regarding the detailed
rules and regulations relating to
bioenergy generation, the current
status in Europe is that wood chips
and wood pellets are considered a
renewable energy resource. With the
combined eects of lower certified
timber supply and very high natural
gas prices, thevalue of chipwood,
smallroundwood and medium
roundwood is already experiencing
upward pricing pressures in the UK
and Foresight believes this is likely
to be sustained for at least the rest
of 2022 and the first half of 2023.
Further,over the medium and longer
term, the accelerated harvesting of
timber elsewhere is likely to reduce
overall supplies, and increase the
relative value of standing timber.
Strong relationships
with offtakers
Through the Investment Manager,
theBoard and its network of advisers,
FSF has existing relationships with
themajor timber and wood processors
in the UK. At two sites within the FSF
portfolio during the period, harvesting
agreements have been put in place.
The Company sells timber in both
standing (otaker arranges all
harvesting and haulage) and delivered
(FSF harvests and delivers to mill)
formats. The Company sells timber via
both tender sales and bilateral sales
processes, depending on site-specifics
and market conditions. The sales
arrangements made during the
period are a demonstration of strong
relationships between FSF and its
customers, who rely on it for supply
ofUK softwood timber.
Timber market conclusion
With the overall weaker UK and global
economic outlook, Foresight’s view
is that UK timber demand will reduce
in the short term. However,with
the eects of StormArwen now
largely absorbed by the market, mill
inventories re-balancing, weak GBP
making imports less attractive in
relative terms and material supply-side
issues as a result of the conflict in
Ukraine, the Investment Manager will
continue to explore opportunities to
achieve good value for the Company’s
timber stock in 2023. Giventhe
fundamental structural supply
shortages for timber in the UK and
globally, Foresight remains of the
view that the medium and long-term
prospects for UK forest owners
arestrong.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 29FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 29
SUSTAINABILITY AND ESG
The UK, and the world
more broadly, are in the
midst of both a climate
and a biodiversity crisis.
Meanwhile, the UK’s high reliance
on timber imports, with current
import levels constituting c.80%
of total national demand, is a
limiting factor in its ability to
adopt more sustainable building
and manufacturing practices.
Through anintegrated approach
to sustainable forest management,
FSFis uniquely placed to
meaningfully address all three
areasof concern.
A focus on enhancing commercial
productivity increases the
portfolio’scapacity for direct
sequestration of CO
2
, whilea
purposeful approach to nurturing
both natural habitat and species
diversity helps build resilience against
ever-changing and unpredictable
environmentalconditions.
Both are seen as key drivers of
portfolio value as the notions of
self-reliance and nature recovery
become ever-moreprevalent.
The FSF unaudited Interim Report
for 2022 clearly outlined the Fund’s
sustainability and ESG objectives.
Theseactasthe guiding principles
for everything the Fund hopes to
achieve in terms of its contribution
to both thenational and international
sustainability agenda.
Alongside regulated reporting
requirements, these objectives
provide the focus for the
sustainability and ESG data
presented within this report.
Astandalone Sustainability and
ESGReport, due to be released
in2023, will provide added detail
andcase studies of how these
objectives are being achieved.
Sustainability and ESG (“S & ESG”) objectives
To deliver and increase the supply of home-grown UK timber
toreduce the country’s reliance on imports.
To do so in a way that combines sustainable financial returns
with carbon sequestration, biodiversity gain and other positive
environmental and social impacts.
To be a sustainability leader in the UK forestry industry whilst
delivering both traditional commercial timber products and
innovative natural capitalservices.
30 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Sustainable Development Goals (“SDG”) impact reporting
Demonstrating FSF’s commitment to sustainability is the Company’s ability to report against the UN Sustainable
Development Goals (SDGs”). TheSDGs, which were adopted by all United Nations member states in 2015, comprise
the most urgent economic, social and environmental issues to be addressed for peace and prosperity for people and
the planet.
To be achieved by 2030, they recognise that ending poverty must go hand-in-hand with strategies that build
economic growth and address a range of social needs including education, health, social protection and job
opportunities, while tackling climate change and environmental protection. The following table represents the
Company’s contribution to the SDGs:
SUSTAINABILITY AND ESG CONTINUED
Timber
Goal SDG Target Contribution
12.2 Achieve the sustainable management
and ecient use of natural resources.
Number of tonnes of sustainably grown,
standingtimber.
Percentage of commercial forestry projects that
are dual FSC and PEFC certified within 12 months
ofacquisition.
0 tonnes
0 tonnes
39,503 tonnes
831,379 tonnes
(4,533) tonnes
866,349 tonnes
Opening
balance
New
acquisitions
HarvestedBiological
growth
Other
loss
Closing
balance
200
400
600
800
0
1,000
Thousand
tonnes
866,349
tonnes of standing commercial timber
100%
existing forestry dual FSC and PEFC certified
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 31
1. Oce for National Statistics, Woodland natural capital accounts, UK 2020.
2. Includes all permanent water courses and larger drains whether wholly inside the property boundaries or located on the
property boundary with a shared responsibility for watercourse management.
Environmental impact
Goal SDG Target Contribution
6.6 Protect and restore water-related
ecosystems, including mountains, forests,
wetlands, rivers, aquifers andlakes.
Number of kilometres of sustainably
managedwatercourses
Sustainably managed watercourses
285
2
kilometres of sustainably managed watercourses
Pollutant removals
5,875 kg
of SOx (SulphurDioxide)
293,770 kg
of pollutants removed from the atmosphere
35,253 kg
of PM10 (m10Particulate Matter)
17,626 kg
of PM2.5 (m2.5ParticulateMatter)
11,751 kg
of NH
3
(Ammonia)
217,390 kg
of Ground-level Ozone
2,938 kg
of NOx (NitrousOxide)
Key:
Ground-level Ozone
PM10
PM2.5
NH
3
SOx
NOx
Goal SDG Target Contribution
3.9 Substantially reduce the number
of deaths and illnesses from hazardous
chemicals and air, water and soil pollution
and contamination.
Number of tonnes of pollutants
1
removed from the
atmosphere, including:
NOx (Nitrous Oxide), SOx (Sulphur Dioxide), PM10
(m10 Particulate Matter), PM2.5 (m2.5 Particulate
Matter), Ground-level Ozone, NH
3
(Ammonia)
32 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
2. Site of Special Scientific Interest.
3. Special Area of Conservation.
Carbon removals
1
SUSTAINABILITY AND ESG CONTINUED
Sustainable Development Goals (“SDG”) impact reporting continued
Natural capital services
1. Based on estimates of terrestrial tree growth. Currently excludes sub-subterranean (e.g. soil) and understory sequestration profile.
Goal SDG Target Contribution
15.2 By 2020, promote the
implementation of sustainable
management of all types of forests, halt
deforestation, restore degraded forests
and substantiatlly increase aorestation
and reforestationglobally.
Number of hectares of sustainably managed forests
Of which:
Number of hectares that are long-term, mixed
broadleaf carbon sinks; and
Number of hectares that areSSSI/SAC
2,3
.
Biodiversity
Key:
Open ground – 64%
Commercial forestry – 30%
Native broadleaves/
long-term carbon sink – 6%
9,650
total hectarage of portfolio
(inc.forests andopen ground)
2,880 ha
of which total hectarage of sustainably
managed commercial forests
617 ha
of which total hectarage of
long-term, mixed broadleaf
carbonsinks
6,152 ha
of open ground
744 ha
of which total hectarage of SSSI
2
/SAC
3
Environmental impact continued
Goal SDG Target Contribution
13.3 Strengthen resilience and adaptive
capacity to climate-related hazards and
natural disasters in allcountries.
Total annual portfolio sequestration (tCO
2
e/annum)
Average annual sequestration per stocked ha
(tCO
2
e/stocked ha)
Average annual sequestration per gross ha
28,873 tCO
2
e
annual arboreal sequestration
achieved over the reporting
period within the portfolio
8 tCO
2
e / stocked ha
average annual arboreal
sequestration on a
per stocked ha basis
(commercial+non-commercial)
3 tCO
2
e / ha
average annual arboreal
sequestration per
grosshectare/ha
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 33
To be redrawn to fit space
Natural capital services continued
Carbon credits
Carbon credits generated:
PIUs held on balance 47,997
PIUs sold
PIUs pipeline 753,134
WCUs held on balance
WCUs sold
Total carbon credits held on balance 47,997
Total carbon credits sold
Biodiversity measurement and management
In accordance with the Prospectus, the Company seeks to preserve and proactively enhance natural
capital and biodiversity across its portfolio. As with all biodiversity management initiatives, the first step in
this process is to baseline the types and levels of biodiversity across the Company’s various forestry and
aorestation sites.
The Company has engaged SLR Consulting, a global leader in environmental advisory services, to conduct
this baselining work. The primary aim of the study is to provide a consistent biodiversity baseline across the
portfolio of forestry and aorestation sites for the purposes of future monitoring and assessment against
biodiversity standards. This may also include a predicted performance assessment, using habitat type, habitat
condition and other factors to generate an overall estimation on future biodiversity levels.
Work to complete the baselining surveys and predicted performance reviews are ongoing. The results from
these assessments and a more comprehensive update will be shared in 2023.
34 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
SUSTAINABILITY AND ESG CONTINUED
The Company recognises climate
change as one of the defining
challenges of our time and is
supportive of the framework
established by the Task Force on
Climate-related Financial Disclosures
(“TCFD”). TCFD creates a uniform
approach for organisations to report
on how they expect climate-related
risks and opportunities to impact
upon their business over time.
The Company has sought to
ensure that the consideration
of climate-related matters is
appropriately embedded throughout
its governance, strategy and
risk management processes.
The Company will provide a
comprehensive response to all 11
of the recommended disclosures
within the Sustainability and ESG
Report in 2023, but recognises that
its TCFD reporting will continue to
develop and be further enhanced
inthefuture.
For the purposes of this Annual
Report, the TCFD core metrics are
presented as a basis for comparison
against other asset classes and
peerfunds.
TCFD core metrics
The Company’s focus for
quantitative reporting of exposure
to climate-related risk is achieved
using the universally accepted core
metrics, as recommended by the
TCFD, including:
Weighted average carbon
intensity
Total carbon emissions
Carbon footprint
Carbon intensity
Exposure to carbon-related assets
In line with current FCA guidance,
the calculation of these metrics will
be performed using scope 1 and
scope 2 emissions only, with scope
3 emissions to be incorporated
in future reports. The Investment
Manager is currently working with
external consultants to better
understand and prepare to report
onscope 3 emissions.
In using these core metrics,
theCompany is not only able to
compare performance amongst
its own assets but against those
of its wider peer group, further
incentivising the decarbonisation of
the Company’s portfolio. Datadrawn
from the calculation of the core
metrics will be used as an aid to
driving decarbonisation across the
portfolio and to highlight carbon
hotspots in specific business
areas as a means of influencing
decision-making across the business.
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
(“TCFD”)
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 35
TCFD core metrics
Weighted average
carbon intensity
(tCO
2
e/£m revenue)
Total carbon
emissions (tCO
2
e)
Carbon footprint
(tCO
2
e/£m
invested)
Carbon intensity
(tCO
2
e/£m revenue)
Exposure to
carbon-related
assets (%)
The portfolio’s
measure of
carbon emissions
normalised by
revenues, expressed
in tonnes CO
2
e/£m
revenue
The absolute
greenhouse gas
emissions associated
with the portfolio,
expressed in tonnes
CO
2
e.
Total carbon
emissions for a
portfolio normalised
by the market value
of the portfolio,
expressed in tonnes
CO
2
e/£m invested
Volume of carbon
emissions per £m
of revenue (carbon
eciency of a
portfolio), expressed
in tonnes CO
2
e/£m
revenue
The amount or
percentage of
carbon-related
assets in the
portfolio, expressed
in £m or percentage
of the current
portfolio value
151.2 135.0 0.7 149.3
SFDR
The Sustainable Finance Disclosure
Regulation (SFDR) is a framework
designed to increase transparency
on sustainability reporting with
a view to facilitating sustainable
investment practices and to aid
the understanding of sustainability
credentials as published by funds
and/or companies.
FSF considers itself an Article 9 fund
and the SFDR Product Disclosure for
the Fund can be located at
fsfc.foresightgroup.eu.
Furthermore, as an Article 9 fund,
FSF is required to report on the 14
Principal Adverse Impact indicators
as prescribed in the Regulatory
Technical Standards. This table
can be found published on the
Company’s website alongside the
Annual Report.
EU Taxonomy
Under SFDR, Article 9 funds must
report on their level of alignment to
the EU Taxonomy for Sustainable
Activities (“EU Taxonomy”).
The aim of the EU Taxonomy is to
create security for investors, protect
private investors from greenwashing,
help companies to become more
climate-friendly, mitigate market
fragmentation and help move capital
to where it is most needed.
The Company has set the objective of
having all of its assets compliant with
the EU Taxonomy’s pre-determined
screening criteria. As such, based
on internal assessment, FSF believes
100% of its assets to be aligned to
the EU Taxonomy.
Calculation methodologies taken from TCFD website.
Absolute emissions
Scope 1
104.9
tCO
2
e
Scope 2
30.1
tCO
2
e
Scope 3
293.9
tCO
2
e
36 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
SECTION 172 AND STAKEHOLDERS
Section 172
The Directors consider that in
conducting the business of the
Company over the course of the
period they have complied with
Section 172(1) of the Companies Act
2006 (the “Act”) by fulfilling their
duty to promote the success of the
Company and to act in the way they
consider, in good faith, would be
most likely to promote the success
of the Company for the benefit of
the members as a whole, whilst
also considering the broad range
of stakeholders who interact with
and are impacted by theCompany’s
business, especially with regard to
major decisions.
Since the Company’s inception
in 2021, the Board has taken its
responsibilities towards all the
Company’s stakeholders as an
utmost consideration in every
scheduled Board meeting as well
as at the inaugural Management
Engagement Committee meeting
where relationships with all
the stakeholder groups were
consideredin detail.
The purpose of the Company is to act
as an investment vehicle to provide
financial returns to its Shareholders
over time. Investment vehicles are
long-term and are typically externally
managed, have no employees and
are overseen by an independent
non-executive Board of Directors.
The role of the Investment Manager
is particularly important in engaging
with stakeholders in the Company
and reporting on developments to
the Board.
COMMUNITY ENGAGEMENT
The Foresight Sustainable Forest Management
approach is applied across the Company’s
aorestation projects as well as its established forest
and woodland assets. Someadditional examples,
notalready highlighted in the Executive Summary
section above, are provided below of where this
approach has been pro-actively pursued during
the period, with a particular focus on community
engagement and our drive to unlock positive natural
capital service and societal benefits:
Consultation and engagement with local
communities has been carried out, at the
appropriate moment, as part of the design and
application stage of each of the Company’s
in-progress aorestation schemes.
Opportunities to enhance connectivity between
local communities and the Company’s forests and
woodlands (e.g. signposts, walking paths, mountain
bike trails, car parks, gates/styles, donations of
land) have been initiated as part of the design
process on the Company’s aorestation schemes.
The Company has sold and/or leased land that
isnot suitable for aorestation to local farmers.
The Company has provided root balls from
windthrown trees to contribute to bank revetment
works in the Comrie Flood Defence Project.
The Company has hosted a planting day at
BancFarm and Mountmill Burn for local school
children, educated them on the benefits of forestry
as well as providing the opportunity for the children
to plant their own trees.
In addition to the planting days, seed collection
days have been carried out at Upper Barr and
Fordie Estate. The Upper Barr event was attended
by members of the local community, while the
Fordie day was attended by members of the estate
sta and the Foresight team.
A business case has been successfully
demonstrated where one of the forests in the
Company’s portfolio has carried out thinning.
This harvesting site sits within a SSSI for igneous
rock formations and so asensitive approach
was preferred. Thesite manager engaged a
local contractor to drag the trees by horse to a
work-area, minimising ground disturbance and so
protecting the SSSI. The timber was subsequently
sawn and processed on-site and then sold.
Theproducts are highly specialised, bespoke timber
pieces that are used by local businesses.
Stakeholders
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 37
Role of the Board
The Board retains responsibility for
taking all decisions relating to the
Company’s corporate governance,
strategy and for monitoring the
performance of the Company’s
service providers. As laid out in the
Prospectus, the Investment Manager
has discretion over investment
decisions within the Investment
Policy; the Board has oversight
and ultimate control. The Board is
engaged with the activities of the
Company and all Board members
have relevant direct experience
for supporting the activities of the
Company, including substantial
experience on other listed and
non-listed entities.
The Board aims to ensure that the
Company operates in a transparent
manner where all parties are treated
with respect and provided with
the opportunity to oer practical
challenge and participate in positive
debate which is focused on the aim
of achieving the expectations of
Shareholders and other stakeholders
alike. The Board, with the assistance
of the Management Engagement
Committee, reviews the culture and
manner in which the Investment
Manager operates at its scheduled
meetings and through its annual
performance review. Regular
reporting and feedback from other
key service providers is also sought
and reviewed by the Management
Engagement Committee on an
annual basis.
The Board is conscious of the ways
it promotes the Company’s culture
and ensures that, as part of its
regular oversight, the integrity of the
Company’s aairs is central to the way
in which the Company’s activities are
managed and promoted. The Board
works closely with the Investment
Manager and the Company Secretary
in reviewing how stakeholder
issues are handled, ensuring good
governance and responsibility in
managing the Company’s aairs,
aswell as visibility and openness in
how these are conducted.
As the Company is externally
managed and has no employees,
the Board considers the key
stakeholders to be Shareholders,
local communities closely linked to
the portfolio, customers and agents
of the Company, including the
Investment Manager.
The Board is acutely aware of its
responsibilities to all the stakeholders
in the Company and has taken into
account the following:
The likely consequences of any
decision in the longterm
The need to foster and retain the
Company’s business relationships
with suppliers, customers
andothers
The impact of the Company’s
operations on the community and
the environment
The desirability of the Company
maintaining a reputation for high
standards of business conduct
The need to act fairly towards
and ensure equal treatment of
members of the Company
The Company regularly interacts
with a variety of stakeholders
important to its success and
strives to strike the right balance
between communication and direct
engagement and is entirely open
to contact with stakeholders where
there are issues to discuss.
As the Company grows, the Board
intends to continue visiting forestry
assets. The Board makes detailed
enquiries on the assets in the
portfolio and has periodic meetings
with key stakeholders on matters of
particular importance.
Understanding stakeholders’ views
influences the Company’s investment
strategy, including its focus on
acquiring and managing assets in a
way that promotes capital growth.
The Board is also mindful of how
Shareholders are aected by the
secondary market liquidity in the
Company’s shares and how the
shares are rated relative to its Net
Asset Value (“NAV”). The Board,
through the Company’s broker,
promotes secondary market interest
in the Company’s shares as part of its
ongoing commitment to existing and
future Shareholders.
38 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Engagement with Shareholders
As a public company listed on
the London Stock Exchange, the
Company is subject to the Listing
Rules and the Disclosure Guidance
and Transparency Rules. The Listing
Rules include a principle that a listed
company must ensure that it treats
all holders of the same class of shares
that are in the same position equally in
respect of the rights attaching to such
shares. Withthe assistance of regular
discussions with and the formal advice
from the Company’s legal counsel,
Company Secretary and corporate
broker, the Board abides by the Listing
Rules, as it does with other statutory
provisions. Likewise, the Board is
kept appraised of developments
incorporate governance guidance,
reporting standards and other
non-statutory provisions and does
itsbest to comply or explain why
itdoes not comply.
The Investment Manager has
developed relationships with key
Shareholders and prospective
investors. It is in regular contact
with investors and reports back
to the Board. During discussions,
Shareholders often ask for additional
information around certain aspects of
the Company. Where it isappropriate
to do so, the Investment Manager
will provide this detail. For example,
additional requests for information
have been made on ESG matters,
which are covered in more detail in
the Directors’ report, and on progress
with deployment andacquisitions.
The Company will continue to engage
with Shareholders in the future to
ensure that there is an understanding
of stakeholders’ views on investment
strategy, corporate developments,
governance and other issues such
as the importance of sustainable
income, asset enhancement potential
and ESG.
The Company has routine
engagement with Shareholders and
prospective investors through the
publication of interim and annual
accounts, the Annual General
Meeting (“AGM”) and regular news
and bi-annual NAV updates, all
published on the Company’s website.
SECTION 172 AND STAKEHOLDERS CONTINUED
KEY SERVICE PROVIDERS
INVESTMENT
MANAGER
LENDER
LOCAL
COMMUNITIES
AND THE
ENVIRONMENT
SHAREHOLDERS
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 39
Engagement with the
Investment Manager
The Investment Manager is
responsible for the implementation
of the investment strategy and the
day-to-day investment decisions,
including identifying assets for
acquisition. The Board engages
constructively with the Investment
Manager to ensure the expectations
of Shareholders are being met
and it is aware of the challenges
being faced, including meeting
the long-term objectives for the
Company’s growth.
The Board and the Investment
Manager maintain an ongoing,
open dialogue on key issues
facing the Company. This open
dialogue takes the form of regular
Board meetings and very regular
but more informal contact, as
appropriate, including additional ad
hocBoard and Committee meetings.
Thisensuresthat the Company and
the Investment Manager have aligned
interests to safeguard the Company’s
position and to try and ensure the
future success of the Company.
The Board regularly reviews the
Company’s performance against
its investment objectives and holds
an annual strategy review meeting
to ensure that the Company is
positioned well for the future delivery
of its objective for its Shareholders.
The Board receives presentations
from the Investment Manager at
every Board meeting to help it
to exercise eective oversight of
the Company’s strategy and the
performance of the Investment
Manager. The Board, through
the Management Engagement
Committee, reviews formally the
performance of the Investment
Manager, at least annually.
Engagement with lender
The Company has a Revolving Credit
Facility with Clydesdale Bank Plc
(“Clydesdale”). This facility is subject
to covenants and lender consent
may be required on certain business
decisions. The Investment Manager
is in regular contact with Clydesdale
to keep it appraised of ongoing
portfolio matters and general market
updates so that they have a full
understanding of the Company and
how it is performing.
Engagement with
key service providers
The Board seeks to maintain
constructive relationships with the
Company’s suppliers, either directly
or through the Investment Manager,
with regular communications
and meetings. The Management
Engagement Committee conducts
an annual review of the performance
and terms and conditions of the
Company’s main service providers to
ensure that they are performing their
responsibilities in line with Board
expectations and providing value
formoney.
Engagement with local
communities and the
environment
The Board and Investment
Managerare committed to investing
in a responsible manner and the
Investment Manager embeds the
requirements of Article 9 into its
investment decision-making process.
The Board also formally constituted
a Sustainability and ESG Committee
during the year, to focus on
embedding ESG into the Company’s
strategy and objectives. Further
detail on the work of this Committee
can be found on pages 65 and 66.
In 2021, the AIC launched an option
for individual investment company
ESG disclosures to be published
on its website. The Company has
complied with this request and
submitted a summary ESG strategy
and this is now publicly available
on the Company’s page on the
AICwebsite.
The Company was awarded the
London Stock Exchange’s Green
Economy Mark upon its IPO, which
recognises London-listed companies
and funds that derive more than
50% of their revenues from products
and services that are contributing
to environmental objectives such
as climate change mitigation and
adaptation, waste and pollution
reduction, and the circular economy.
The Company aims to maximise its
social and community contribution
to the markets in which it operates.
In partnership with Tilhill Forestry
Limited, the UK’s leading forest
management, timber harvesting
and landscaping company,
theCompany launched a Forestry
Skills Training Programme during
the year. Initiallyfocused in Wales,
theprogramme is targeted to extend
to Scotland and England in due
course. The initiative aims to directly
help rural farming communities adapt
to aorestation-related land use
change by providing local community
members with the skills, training,
qualifications and safety equipment
required to seek employment in the
forestry sector.
The Board is also committed to
ensuring that it operates in a
responsible and sustainable manner,
having regard for the Company’s
suppliers, local communities and the
environment. In order to achieve this,
the Board has placed ESG factors at
the heart of its investment objectives
to guide the way it operates.
40 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Risk is the potential for events to
occur that may result in damage,
liability or loss. Such occurrences
could adversely impact the
Company’s business model,
reputation or financial standing.
Alternatively, under a well-formed
risk management framework,
potential risks can be identified
in advance and can either be
mitigated or possibly converted
intoopportunities.
Pages 40 to 43 of this report detail
the principal risks that the Directors
consider are material. Given that the
Company delegates certain activities
to the Investment Manager, reliance
is also placed on the controls of
the Company’s service providers.
The purpose of the Company’s risk
management policies and procedures
is not to eliminate risk completely,
rather it is to reduce the likelihood
of occurrence and to ensure that the
Company is adequately prepared to
deal with risks so as to minimise their
impact should they materialise.
The Company’s risk register covers
seven main areas of risk:
Financial
Market
Forestry
Legal and regulatory
Operational
Economic
Investment
See more in the TCFD report on
pages 34 to 35.
Each of these areas, together
with the principal risks within that
category, are summarised in the
table below, followed by a detailed
discussion of the mitigating factors.
FSF has a comprehensive risk management framework
overseen by the Audit Committee, comprising the
Independent Non-Executive Directors.
RISK AND RISK MANAGEMENT
Risk Potential Impact Mitigation
Financial risks
Equity
The Company would be unable
to access sucient funding to
complete its operations.
The Company’s broker conducts, and will continue to
conduct, market research ahead of any funding rounds
to gauge demand from existing and newinvestors.
The Investment Manager and the Board have also set
budgets in such a way that a working capital buer is
held. These budgets include forecasts of timber and
grant income streams that are expected in the next 18
months.
Liquidity
The Company would be unable to
meet its financial obligations as
they fall due.
The Company has consistently held sucient cash
across its operating accounts to meet its working
capital needs throughout its first year of listing and will
continue to do so.
Cash flow forecasts are prepared on a quarterly basis
to assist in the ongoing analysis of daily cashflow.
The Company has put a Revolving Credit Facility
(“RCF”) in place which will provide another liquidity
option. The facility includes a payment-in-kind (“PIK”)
feature that enables interest to be rolled up, rather than
paid in cash.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 41
Risk Potential Impact Mitigation
Financial risks continued
Valuation
There is a risk of the valuations
being prepared incorrectly either by
the Investment Manager or Savills,
leading to a publicly stated NAV
that is not representative of the
value of the portfolio held through
the SPVs.
The probability of this risk occurring
is considered to be low, however
the impact would be significant if
it did.
Savills are highly experienced in forestry valuations and
valued over £1 billion of UK forestry assets in2021.
Savills uses the Royal Institute of Chartered Surveyors
(“RICS”) Red Book valuation approach to ensure
valuations are conducted using a consistent and well
recognised methodology.
The Savills valuation agreement leaves it with a liability
exposure of c.4% of the valuation figure and the
Company would have recourse up to that amount in the
event of a manifest error.
Market risks
Demand for
timber
A reduction in demand
fromthe purchasers of timber
would negatively impact the
Company’sprofitability.
The fundamental under-supply of standing timber
in the UK and globally in the context of strong
increasing demand reduces market risk for the sale of
the Company’s key product and revenue stream and
which aects the underlying asset values. Demand
over the medium to longterm has historically created
real terms pricing growth and, inthe context of a
global under-supply and increasing demand, this risk
is reduced if a medium to long-term investment view is
applied.
Demand for
carbon units
A reduction in demand from the
users of carbon credits would
negatively impact profitability.
The demand for carbon credit is expected to materially
increase in the run-up to 2030 and 2050, driving
carbon price increases. Decreases in prices paid and
issues with supply of volume of carbon credits are more
likely to be driven by regulatory challenges than by
overriding supply and demanddynamics.
Forestry risks
Reputational
The Company could be perceived
negatively in the market due to
resistance to change of land use in
the market generating negative PR.
During the due diligence phase of aorestation
investments, the Investment Manager commissions an
independent community risk assessment. Thiselement
of due diligence is intended to ensure that aorestation
only takes place in lower community risk areas, where
tree planting is considered unlikely to be contentious
and the expected likelihood of community resistance is
considered low.
The Investment Manager has launched its forestry skills
training programme that will directly enable rural farming
communities to adapt to aorestation-related land use
change, by providing local community members with
the skills, training, qualifications and safety equipment
required to commence in the work and jobs created by
the Company’s aorestation schemes.
The Investment Manager is engaging with industry
bodies such as Confor and Timber Development UK
topromote the merits of increased sustainable UK
timber supply.
42 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
RISK AND RISK MANAGEMENT CONTINUED
Risk Potential Impact Mitigation
Forestry risks continued
Harvesting
A reduction in timber prices may
delay the Company’s harvesting
andfelling programme.
Long-term o-take agreements
are rare in the UK forestry sector,
whichexposes the Company to
merchant risk.
Should merchant timber prices not be attractive at the
point of felling, the Investment Manager has the option to
delay felling until such time that timber prices recover.
The Investment Manager will continue to investigate
suitable o-take agreements that might become
attractive in future and will continue to cultivate
relationships with key o-takers.
Storm
damage
Particularly strong winds may
damage trees, or possibly uproot
them entirely, at the Company’s
assetsites.
The Company has taken out windblow insurance, where
appropriate, to cover possible storm damage.
Appropriate silvicultural management will also protect
against wind risk.
The Company’s diverse portfolio of forests across the UK
creates natural resilience.
Disease
Disease may infiltrate one or
multiple of the Company’s forests,
damaging the trees or otherwise
endangering the health of the
forest.
Whilst insurance against disease is not readily available
in the current insurance market, there are no known
diseases that would incapacitate a UK commercial conifer
forest with a focus on Sitka spruce.
Larch trees are known to be susceptible to a disease
called Phytophthora ramorum. However, the proportion
of larch in the Company’s forests is immaterial and any
issues are identified during the Investment Manager’s due
diligence process and are manageable post-acquisition.
The Company’s diverse portfolio of forests across the UK
creates natural resistance.
Legal and regulatory risks
Regulation
change
The Company is required to comply
with certain regulations, as a London
Stock Exchange listed entity.
A significant change in legal or
regulatory frameworks could impact
the ways in which the Company and/
or Foresight Group operates. Failure
to comply with emerging regulations
could result in a negative reputational
or financial impact on the Company.
The Company Secretary keeps on top of any changes
in regulation or legislation relevant to the Company and
provides an update on this to the Board on a quarterly
basis.
Foresight Group has close relationships with
industry-leading legal and governance professionals
whom it can seek advice from if required.
Operational risks
Supply chain
risk
Shortages of key materials
and resources required for the
Company’s sites could lead
to a delay in production and/
or development (inthe case of
aorestation sites). This has been
exacerbated by the Russian invasion
of Ukraine, which impacts the flow
of goods and commodities that are
important inthe global economy.
The Investment Manager, on behalf of the Company, is
placing orders for saplings up to 12months in advance
and aggregating orders across multiple aorestation
sites in one place.
The Company is a large player in the market with a
pipeline of multiple orders. When combined with
relationships, contractors are more likely toprioritise
the Company as a key client.
The Company has launched a forestry skills
training programme, which is directly increasing
the pool of qualified labour available to work on
theCompany’sportfolio.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 43
Risk Potential Impact Mitigation
Economic risks
Macroeconomic
changes
Changes in economic, technological,
political or regulatory environment,
as well as inflation and market
sentiment, can impact the returns
expected from the assets in the
Company’s portfolio.
Diversity of revenue streams is targeted where possible,
preventing over-concentration to specificrisks.
The Company invests in forestry markets that have
displayed long-term political regulatory stability.
The Investment Manager participates in industry forums
linked to the carbon markets and the relatedregulation.
In the current high inflation environment there is greater
uncertainty than previously.
Interest rates
The Company has some interest
rate exposure, through its own cash
deposits and bank funding (the
RCF) as well as those within the
projects themselves.
Interest rates have risen during
the period under review and are
forecast to rise further to combat
inflation.
The Company manages the cost of borrowing by using
fixed rate instruments and/or by overlaying interest
rate derivatives against the Company’s debtportfolio.
The Investment Manager ensures there is a sucient
margin between the expected rate of return on the
investment portfolio and the cost of any borrowing,
to ensure there is a buer before rising interest rates
become dilutive to overall NAV.
The Investment Manager undertakes interest rate
scenario analysis to inform the level of borrowing the
Company is comfortable taking.
Investment risks
Competitive
market
Increased competition for
appropriate investment
opportunities could lead to the
Company being unable to source
investments that satisfy its
investment criteria and meet its
return objectives.
The Investment Manager has to date observed
a significant annual opportunity deal flow and
demonstrated that it can compete for market share in
competitive bidding processes.
The Investment Manager’s strong relationships with a
large network of advisers, well-established reputation
and track record mean that there is scope for a high
number of bilateral transactions.
Following the success of the Investment Manager’s
direct origination campaigns, the number of properties
that have been included in scope of the campaign has
been increased to 4,500 specific properties, extending
over c.1 million hectares.
Financial
crime
There is a risk that the Company
could suer a detrimental impact
to its investment value caused
by fraud, legal consequences or
fines as the result of inadequate
Know Your Customer (KYC”) and
Anti-Money Laundering (“AML)
measures. Reputational damage
could be associated with the
outcome of such breaches.
KYC and AML diligence is a key foundation of the
Company’s investment and disposals reviewprocess.
Comprehensive desk-top studies are undertaken on
counterparties as appropriate and in line with Foresight
Group’s KYC and AML protocols, which are also used
on more complex counterparties orjurisdictions.
44 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Analysis of financial results
The financial statements of the Company from incorporation on 31 August 2021 to 30 September 2022 are set out on
pages 80 to 109.
The Company prepared the financial statements from the date of incorporation to 30 September 2022 in accordance
with the UK adopted International Accounting Standards as applicable to companies reporting under those standards.
The Company applies IFRS 10 Investment Entities: Amendments to IFRS 10, IFRS 12 and measures all their subsidiaries
that are themselves investment entities at fair value. The Company accounts for itsinterest in its wholly owned direct
subsidiary FSFC Holdings Limited as an investment at fair value through profit orloss in accordance with IFRS 13 Fair
Value Measurement.
The primary impact of this application, in comparison to consolidating subsidiaries, is that the cash balance before
taxes, the working capital balances and borrowings in the intermediate holding companies are presented as part of the
Company’s fair value of investments.
The Company’s intermediate holding companies provide services that relate to the Company’s investment activities
onbehalf of the parent which are incidental to the management of the portfolio.
The Company, its subsidiaries FSFC Holdings Limited and FSFC Holdings 2 Limited (together the “Group”),
holdinvestments in portfolio assets which intend to make distributions in the form of interest on loans and dividends
on equity as well as loan repayments and equity redemptions.
For more information on the basis of accounting and Company structure, please refer to the notes to the financial
statements starting on pages 92 to 108.
Net assets
The Net Asset Value (NAV”) at 30 September 2022 was £180.6 million and comprised £144.2 million portfolio
value of forestry and aorestation assets, with an additional £0.6 million carbon credit valuation, cash balances
of £36.3million. The cash balances are made up of £34.3million in the Company and £2.0 million in the project
companies, oset by £0.5 million of other net liabilities (£0.5million of other liabilities in the project companies).
TheGross Asset Value (“GAV”) is equal to the sum of the NAV and the outstanding debt as described in the
alternativeperformance measures table on page 109. The GAV as at 30September2022 was £180.6million.
1. Classified as the fair value of the underlying forestry assets held through the SPVs.
2. The carbon credit valuation noted is based on value ascribed to progress towards creation of carbon credits.
FINANCIAL REVIEW
Analysis of the Company’s net assets at 30 September 2022
As at
All amounts presented in £million (except as noted) 30 September 2022
Portfolio value (Red Book valuation)
1
144.2
Carbon credits valuation
2
0.6
Project companies’ cash 2.0
Project companies’ other net liabilities (0.5)
Investments at fair value through profit or loss 146.3
Company’s cash 34.3
Company’s other net liabilities
Net Asset Value 180.6
Number of shares 172.1
Net Asset Value per share (pence) 105.0
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 45
£130.0m
£10.9m
£180.6m
£(3.2m)
£45.0m
£(2.3m)
£(0.4m)
£0.6m
IPO
proceeds
75.6p
June equity
raise
26.2p
Fund
opex
(1.3)p
Net project
co outflows
(0.2)p
Asset
revalue
6.3p
Carbon
credits
0.3p
NAV: Sep 2022
105.0p
Capital
raise fees
(1.9)p
130
110
100
120
140
150
180
170
160
190
200
£m
Net Asset Value bridge
During the period the Company raised a total of £175.0 million (£130.0 million at IPO in November 2021 and
£45.0million inJune 2022). This was oset by cumulative capital raise fees of £3.2 million.
The £10.9 million fair value increase of the aorestation and forestry assets held by the Group has been oset
by operating costs of £2.7 million (£2.3 million of Fund operating costs for the Company, £0.4 million of project
companies’ outflows.)
The 36,116 carbon credits yet to be realised but attributed to the two underlying aorestation assets where planting has
completed have also beenvalued at £0.6 million, resulting in a Net Asset Value of £180.6 million at 30September2022.
Company performance
Profit and loss
The Company’s profit before tax for the period ending 30 September 2022 was £8.8 million (6.2 pence per share).
For the same period to 30 September 2022, the total return on investments was £11.0 million, which relates to
£0.9million of interest on the FSFC Holdings loan notes and £10.1 million net gains on investments at fair value.
Theinterest income is from the Company’s Shareholder loan to FSFC Holdings Limited. The net gain on investment
isgenerated by the net fair value movement on the Companys investment in FSFC Holdings Limited.
Operating expenses included in the income statement for the period were £2.2 million, in line with expectations.
Thesecomprise investment management fees of £1.1 million and £1.1 million of operating expenses. The details on
howthe investment management fees are charged are set out in note 5 to the financial statements.
Period from
incorporation on
31 August 2021 to
All amounts presented in £million (except as noted) 30 September 2022
Interest received on FSFC Holdings loan notes 0.9
Net gain on investments at fair value 10.1
Total return on investment 11.0
Operating expenses (2.2)
Profit before tax 8.8
Earnings per share (pence) 6.2p
NAV bridge since IPO
46 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
FINANCIAL REVIEW CONTINUED
Ongoing charges
The “ongoing charges” ratio is an indicator of the costs incurred in the day-to-day management of the Fund.
FSFusesthe AIC-recommended methodology for calculating this ratio, which is an annual figure.
The ongoing charges ratio percentage from incorporation on 31 August 2021 to 30 September 2022 was 1.4%.
Theongoing charges have been calculated, in accordance with AIC guidance, as annualised ongoing charges
i.e.excluding acquisition costs and other non-recurring items) divided by the average published unaudited Net Asset
Value in the period. The ongoing charges percentage has been calculated on the consolidated basis and therefore
takes into consideration the expenses of FSF Holdings as well as the Company.
The Investment Manager believed this to be competitive for the market in which FSF operates and the stage of
development and sizeof the Fund, demonstrating that management of the Fund is ecient with minimal expense
incurred in itsordinaryoperation.
Cash flow
The Company held cash balances at 30 September 2022 of £34.3million. This amount excludes cash held in
subsidiaries. The breakdown of the movements in cash during the period is shown below.
Cash flows of the Company for the period from incorporation on 31 August 2021
to 30 September 2022 (£million)
Period from
incorporation to
30 September 2022
Cash balance at incorporation
Gross proceeds from fundraising 175.0
Share issuance costs (3.2)
Investment in FSFC Holdings Limited (equity and loan notes) (136.2)
Group movements in working capital 0.9
Directors’ fees and expenses (0.1)
Investment management fees (1.1)
Administrative expenses (1.0)
Company’s cash balance at 30 September 2022 34.3
Cash flows of the Group for the period from incorporation on 31 August 2021
to 30 September 2022 (£million)
The Group is defined as the Company and its two intermediate holding companies. The cash flows for the Group of
£34.8 million include £0.5 million in FSF Holdings 2 Ltd.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 47
Portfolio valuation
Methodology
Savills Advisory Services Limited (“Savills”) is engaged by the Company to provide a fair value valuation of the
underlying forestry assets held through the SPVs in accordance with the Royal Institution of Chartered Surveyors
(“RICS”) Valuation – Global Standards July2017 (the “Red Book”).
The Red Book valuation is compliant with the UK adopted International Accounting Standards as part of the
International Valuation Standards which requires investment properties to be considered on the basis of fair value at
the balance sheet date. IFRS 13 outlines the principles for fair value measurement which Savills’ valuation is consistent
with. The Red Book valuations are undertaken on an asset-by-asset basis and will be completed semi-annually.
The fair value assessment of the assets has been completed by Savills on a comparable basis by looking at
transactions of similar assets. Aorestation land comparables include the rights to voluntary carbon unit creation.
However, the Red Book valuation approach is largely backward-looking and thus the Investment Manager is of the
view that the valuations are likely to be conservative in relation to the potential future value of the voluntary carbon
units that could be generated.
The Manager believes the Red Book valuation does not include any value in relation to progress in units (“PIUs”) as at
30September2022 and has therefore calculated an estimated value on the progress made on obtaining the rights to
PIUs as to date no PIUs have been authorised by the Woodland Trust.
The Red Book methodology considers a number of additional factors impacting the valuation. A reasonable view of
the potential for aorestation sites’ value uplift over time is considered rather than valuing the land in its current state.
Savills also consider the stage of each site within the forestry grant application process and may make reassessments
as to the value of a site when a new developmental milestone occurs. Additionally, as the assets under ownership are
located across the UK (Scotland, North England and Wales), theexternal valuer accounts for the potential dierences
in market interest and demand at the dierent locations. On a case-by-case basis Savills will also assess the extent of
damage suered by sites due to any extreme windblow incidents. Where damage is extensive, Savills will make prudent
adjustments to the value of the site, if it is evident that some of the aected timber may be challenging to recover.
WHAT’S IN THIS SECTION
Chair’s introduction 49
Board of Directors 50
Fund Managers 52
Corporate governance statement 53
Report of the Audit Committee 57
Report of the Management
EngagementCommittee 60
Report of the Nomination and
RemunerationCommittee 62
Report of the Sustainability
and ESG Committee 65
Directors’ remuneration report 67
Directors’ report 70
Directors’ responsibilities statement 78
GOVERNANCE
48 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 49
CHAIR’S INTRODUCTION
Good governance is at the heart
of the Board’s eorts to ensure
that the Company continues to
meet the expectations of its
Shareholders, as well as
implementing the strategy and
investment objectives established for
the Company. Corporate governance
has consistently been a focus on
matters such as engagement with
stakeholders, Board succession and
ESG issues.
The Board is committed to
maintaining a high-quality corporate
governance framework, meeting the
requirements of the AIC Code of
Corporate Governance (AIC Code”).
The following statement reports on
how the Board, supported by the
Committees that it has established,
has achieved this over the course of
the period.
The Board has considered the
Principles and Provisions of the
AIC Code, which addresses the
Principles and Provisions set out in
the UK Corporate Governance Code
(the “UK Code”), as well as setting
out additional Provisions on issues
that are of specific relevance to the
Company. The Board considers that
reporting against the Principles and
Provisions of the AIC Code provides
more relevant information to
Shareholders. The Company has
complied with the Principles and
Provisions of the AIC Code.
Richard Davidson
Chair
14 December 2022
The Board is committed to
maintaining a high-quality
governance framework.
Richard Davidson
Chair
50 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Josephine Bush
Non-Executive Director
Background
Josephine was a senior Partner at EY for 14 years,
specialising in the renewable energy sector. She is a
qualified solicitor and chartered tax adviser, as well
as earning the CFA ESG investing qualification and a
sustainable finance certification. She is a fellow of the
Royal Geographic Society.
External directorships
Net Zero Now Limited
NextEnergy Solar Fund Limited
JRB Consulting Limited
Vulcan Energy Resources
Sustineri Strategy Ltd
  
Richard Davidson
Chair of the Board
Background
Richard has a near 20-year track record of investing
in UK forestry and has been heavily involved in the
management of his own Scottish forestry investments,
including the planning and design of several new
planting projects. He is a Partner in TFP, one of
the UK’s largest private forestry owners, and was
previously the chair of the investment committee for
Gresham House Forestry.
Richard was formerly a Managing Director and
Investment Strategist at Morgan Stanley, where he
worked for 15 years. He was also previously a
Partner of Lansdowne Partners, running the macro
fund. Richard chairs the University of Edinburgh
investment committee, overseeing the University’s
endowment.
External directorships
Aberforth Smaller Companies Trust Plc
MIGO Opportunities Trust
  
BOARD OF DIRECTORS
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 51
Christopher Sutton
Non-Executive Director
Background
Christopher was a Director of James Latham plc, one
of the UK’s largest independent trade distributors of
timber, panels and decorative surfaces, for 14 years.
Heis currently the Chairman of Timber Development
UK, a non-executive commercial Director of
UNWASTED and acts as a commercial Board adviser
to, and ambassador for, the National Forest Company.
External directorships
Timber Development UK Limited
CDS Consultants Limited
  
Sarika Patel
Non-Executive Director
Background
Sarika has nearly 30 years’ experience in a mixture of
public and private organisations. She is a Chartered
Accountant and a Chartered Marketer. Sarika is also
currently Chair of Action for Children and is a Board
Member of the Oce for Nuclear Regulation, where
she chairs the Audit, Risk and Assurance Committee.
External directorships
SDCL Energy Eciency Income Trust Plc
Aberdeen Standard Equity Income Trust
Action for Children
London General Surgery Ltd
Oce for Nuclear Regulation
Sequoia Economic Infrastructure Income Fund
Limited
  
Committee Membership Key
Audit Committee Sustainability and ESG Committee
Nomination and Remuneration Committee Chair
Management Engagement Committee
52 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
FUND MANAGERS
Richard Kelly
Managing Director, Foresight Group
Co-Lead, Foresight Sustainable Forestry Company
Background
Richard joined Foresight in 2015 and is a Managing
Director focused on sustainable realestate.
Richard co-founded Foresight’s forestry team in 2018
and has overseen c.£170 million of investment into
the sector across more than 50 transactions. He is
primarily responsible for investment strategy and
has spearheaded the direct origination campaign for
o-market aorestation land.
He has over 16 years’ experience in finance. Prior to
co-founding Foresight’s forestry team, Richard was
responsible for the origination, development and
launch of innovative investment products and new
business divisions. He has successfully originated and
launched four innovative new fund strategies (that
have to date attracted c.£1.5 billion of investment)
andfounded three new businessdivisions.
Prior to Foresight, Richardworked at Accenture as a
Strategy Manager where he focused on merger and
acquisition strategy across avariety of industries.
Robert Guest
Managing Director, Foresight Group
Co-Lead, Foresight Sustainable Forestry Company
Background
Robert joined Foresight in 2015 and is a Managing
Director with a focus on sustainable real estate and
infrastructure.
Robert co-founded Foresight’s forestry team in
2018 and has overseen c.£170 million of investment
into the sector across more than 50 transactions.
Heis primarily responsible for portfolio construction
and uses his strong network of forestry contacts to
originate bilateral investmentopportunities.
He has over 16 years’ experience in finance, with more
than 13 of those in sustainable real assets investment
and development, was a key team member on the
launch of Bioenergy Infrastructure Group (“BIG”) and
launched a biogas aggregation platform on behalf of a
pension fundclient.
Prior to Foresight, Robert worked as a Finance
Executive at Helius Energy PLC, focusing on the
biomass sector, and at Noble &Company in the
corporate finance team.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 53
Board
The Board consists solely of
Non-Executive Directors under the
chairmanship of Richard Davidson.
All the Directors are considered
by the Board to be independent
of the Investment Manager.
Inacknowledgement of all Directors
having the same appointment date,
the Board has begun to consider
the length of tenure in relation
to the constitutional, statutory
and governance requirements
concerning retirement by rotation
and Committee composition.
Whenconsidering orderly
succession, consideration will be
given to the skills represented on
theBoard in addition to diversity.
The Board considers the other
activities of non-executive Board
members to ensure that there are
no conflicts of interest, and that
Directors are able to apply the
appropriate amount of time and
skill to the activities of a small and
highly engaged Board and are not
“over-boarded”. In the year, there
were no changes to the Board’s
composition other than a change
of Nomination and Remuneration
Committee chair.
Chair
The Chair is Richard Davidson, who
was independent on appointment
and is still considered tobe
independent. The Chair was
appointed on 31 August 2021 and his
skills and experience of investing in
UK forestry are considered to add
significantly to the strength of the
Board. TheCompany is subject to the
AIC Code and therefore there is no
requirement for a limit on the Chair’s
tenure, as approved by the FRC.
TheChair is responsible for setting
the agendas for Board meetings,
managing the meeting timetable and
facilitating open and constructive
dialogue during themeetings.
Non-Executive Directors
The other three Non-Executive
Directors on the Board, Sarika Patel,
Josephine Bush and Christopher
Sutton, also appointed on
31August2021, have Committee
responsibilities as set out below and
are engaged in the activities of the
Company, working closely with the
Chair and Foresight in fulfilling their
responsibilities.
Board Committees
The Board has established four
Committees to focus on the specific
activities of the Company, under the
chairmanship of dierent members of
the Board and ultimately all reporting
to the full Board. The activities of
these Committees are set out in their
specific reports later in this section.
Purpose and culture
The Company has a clear and
consistent purpose, which forms
the foundation of its strategic
objectives. The Company’s culture,
which underpins the achievement
of this purpose, is informed by a
number of factors, including its
focus on long-term net total return
through targeting sustainable
impact investments and openness
and transparency with stakeholders.
Thisattitude is at the heart of how
the Directors fulfil their duty under
Section 172 of the Companies Act
2006 and the Board feels strongly
that its policies, practices and
behaviours contribute eectively to
the success of the Company and all
ofitsstakeholders.
Operational structure
The basis on which the Company
aims to generate value over the
longer term is set out in its investment
objective and investment policy as
contained on pages 71 and 72.
Foresight Group LLP acts as the
Company’s Alternative Investment
Fund Manager (AIFM”) and provides
portfolio and risk management
services, ensuring compliance
with the Company’s investment
policy and the requirements of
the Alternative Investment Fund
Managers Directive, pursuant to the
Investment Management Agreement.
TheInvestment Management
Agreement sets out the matters over
which the Investment Manager has
authority and the limits beyond which
Board approval must be sought.
Allother matters, including corporate
strategy, risk management and
corporate governance procedures,
are reserved for the approval of
the Board. The Board receives
full information on the Company’s
investment performance, assets,
liabilities, projected cash flow and
other relevant information in advance
of its quarterly Board meetings.
Foresight Group LLP acts as
the Company’s Administrator
and Company Secretary and its
responsibilities are set out in the
Investment Management Agreement,
details of which are provided on
page96. The Company also consults
other advisers such as its corporate
broker and legal adviser.
CORPORATE GOVERNANCE STATEMENT
54 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
The AIC Code 2019
Statement of compliance
with AIC Code
The Listing Rules require the Board
to report on compliance with the
AIC Code provisions throughout
the accounting period. With the
exception of the items outlined
below, the Company has complied
throughout the accounting period
ended 30 September 2022 with the
provisions set out in Sections 5 to 9
of the AIC Code:
The need for an internal audit
function
Appointment of a senior
independent director
For the reasons commented on in the
relevant sections of this corporate
governance statement, the Board
considers these provisions are not
relevant given the nature of the
Company as an Investment Trust and
has therefore not reported in respect
of these provisions.
BOARD LEADERSHIP
AND PURPOSE
DIVISION OF
RESPONSIBILITIES
COMPOSITION, SUCCESSION
AND EVALUATION
AUDIT, RISK AND INTERNAL
CONTROL REMUNERATION
A.
The Company is led by an
eective Board, whose focus
is to promote the long-term
sustainable success of the
Company, generate value for
Shareholders and have a
positive impact on society.
Pages 36 to 39
F.
The Chair leads an eective
Board and encourages
constructive relations
in an objective manner.
In addition, the Chair
facilitates a culture of
openness and debate, the
eective contribution of all
Non-Executive Directors,
and ensures that Directors
receive accurate, timely and
clear information.
Pages 62 to 64
J.
There is a policy for
Board appointments and
succession plans which
recognises merit and
promotes diversity.
Pages 62 to 64
M.
Formal and transparent
policies and procedures
have been established to
ensure the independence
and eectiveness of external
audit functions.
Pages 57 to 59
P.
Remuneration policies and
practices are designed
to support strategy
and promote long-term
sustainable success.
Pages 67 to 69
B.
Purpose, values and strategy
are set by the Board and
align with the Company’s
culture. All Directors act
with integrity, lead by
example and promote the
desiredculture.
Page 53
G.
The Board comprises an
appropriate combination of
Non-Executive and Executive
Directors, with a clear
division of responsibilities.
No one individual dominates
the Board’s decision making.
Page 53
K.
There is a combination
of skills, experience and
knowledge across the
Board and its Committees.
Pages 50 and 51
N.
A fair, balanced and
understandable assessment
of the Company’s position
and prospects is presented.
Pages 57 to 59
Q.
A formal and transparent
procedure for developing
policy on remuneration
isused.
Pages 67 to 69
C.
The Board ensures that
the necessary resources
are in place for the
Company to meet its
objectives and measure
performance against them.
A framework of controls
enables the assessment and
management of risk.
Pages 40 to 43
H.
Non-Executive Directors
commit appropriate time in
line with their role.
Page 56
L.
The annual Board evaluation
process considers
composition, diversity and
how eectively members
work together to achieve
objectives. Individual
evaluations are based
around whether each
Director continues to
contributeeectively.
Pages 62 to 64
O.
Procedures are in place to
manage risk, oversee the
internal control framework,
and determine the nature
and extent of the principal
risks the Company is
willing to take in order
to achieve its long-term
strategicobjectives.
Pages 40 to 43
R.
Directors exercise
independent judgement and
discretion when authorising
remuneration outcomes,
taking account of the relative
wider context.
Pages 67 to 69
D.
Engagement with
Shareholders and
stakeholders is prioritised by
the Board and participation
from these parties
isencouraged.
Pages 36 to 39
I.
The Company Secretary,
along with the correct
processes, information, time
and resources, supports
the Board in functioning
eectively and eciently.
Pages 70 to 77
E.
Intentionally left blank.
CORPORATE GOVERNANCE STATEMENT CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 55
BOARD LEADERSHIP
AND PURPOSE
DIVISION OF
RESPONSIBILITIES
COMPOSITION, SUCCESSION
AND EVALUATION
AUDIT, RISK AND INTERNAL
CONTROL REMUNERATION
A.
The Company is led by an
eective Board, whose focus
is to promote the long-term
sustainable success of the
Company, generate value for
Shareholders and have a
positive impact on society.
Pages 36 to 39
F.
The Chair leads an eective
Board and encourages
constructive relations
in an objective manner.
In addition, the Chair
facilitates a culture of
openness and debate, the
eective contribution of all
Non-Executive Directors,
and ensures that Directors
receive accurate, timely and
clear information.
Pages 62 to 64
J.
There is a policy for
Board appointments and
succession plans which
recognises merit and
promotes diversity.
Pages 62 to 64
M.
Formal and transparent
policies and procedures
have been established to
ensure the independence
and eectiveness of external
audit functions.
Pages 57 to 59
P.
Remuneration policies and
practices are designed
to support strategy
and promote long-term
sustainable success.
Pages 67 to 69
B.
Purpose, values and strategy
are set by the Board and
align with the Company’s
culture. All Directors act
with integrity, lead by
example and promote the
desiredculture.
Page 53
G.
The Board comprises an
appropriate combination of
Non-Executive and Executive
Directors, with a clear
division of responsibilities.
No one individual dominates
the Board’s decision making.
Page 53
K.
There is a combination
of skills, experience and
knowledge across the
Board and its Committees.
Pages 50 and 51
N.
A fair, balanced and
understandable assessment
of the Company’s position
and prospects is presented.
Pages 57 to 59
Q.
A formal and transparent
procedure for developing
policy on remuneration
isused.
Pages 67 to 69
C.
The Board ensures that
the necessary resources
are in place for the
Company to meet its
objectives and measure
performance against them.
A framework of controls
enables the assessment and
management of risk.
Pages 40 to 43
H.
Non-Executive Directors
commit appropriate time in
line with their role.
Page 56
L.
The annual Board evaluation
process considers
composition, diversity and
how eectively members
work together to achieve
objectives. Individual
evaluations are based
around whether each
Director continues to
contributeeectively.
Pages 62 to 64
O.
Procedures are in place to
manage risk, oversee the
internal control framework,
and determine the nature
and extent of the principal
risks the Company is
willing to take in order
to achieve its long-term
strategicobjectives.
Pages 40 to 43
R.
Directors exercise
independent judgement and
discretion when authorising
remuneration outcomes,
taking account of the relative
wider context.
Pages 67 to 69
D.
Engagement with
Shareholders and
stakeholders is prioritised by
the Board and participation
from these parties
isencouraged.
Pages 36 to 39
I.
The Company Secretary,
along with the correct
processes, information, time
and resources, supports
the Board in functioning
eectively and eciently.
Pages 70 to 77
E.
Intentionally left blank.
56 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
CORPORATE GOVERNANCE STATEMENT CONTINUED
Meetings and attendance
The Board meets formally on a quarterly basis and, in addition, holds a strategy event every year. There are also ad
hoc meetings, e.g. to approve the half-yearly Net Asset Value, receive trading updates and other general corporate
matters. The Company Secretary attends all of the scheduled meetings, whilst representatives of the Investment
Manager, the external auditor and other advisers are invited to attend as required.
In addition to the scheduled Board and Committee meetings, there were a further nine Board meetings held during
the period. Attendance at all scheduled meetings can be seen in the table below.
Going concern
Under the AIC Code, the Board needs
to consider whether it is appropriate
to adopt the going concern basis of
accounting in preparing the financial
statements. The Board continues
to adopt the going concern basis
and the detailed consideration is
contained on pages 76 and 77.
Viability statement
The viability statement, under which
the Directors assess the prospects of
the Company over a longer period,
iscontained on page 77.
Assessment of principal and
emerging risks
The Board undertook a robust
assessment of the Company’s
emerging and principal risks during
the year. Particular focus was given
to those risks the Board felt posed
a threat to the Company’s future
performance, ability to carry on
business as an Investment Trust and
the liquidity of the Companys assets
and subsidiaries. Further details can
be found on pages 40 to 43.
Relations with stakeholders
The Board welcomes the views of the
Company’s Shareholders and places
great importance on communication
with them. TheInvestment Manager
takes a leading role in day-to-day
communications with Shareholders,
however all Board members are
available to meet Shareholders to
discuss any significant issues and to
address any concerns or queries they
may have.
The Board encourages
Shareholders to vote on the
resolutions to be proposed at the
Annual General Meeting to be held
on 23February2023. An increase
in the number of investors who
exercise their right to vote will help
the Company reflect the views of its
widening shareholderbase.
The Board also recognises the
importance of its relationships with
other key stakeholders, in particular
service providers, customers and
the wider community impacted by
its ongoing investment activities.
Understanding the views of these
stakeholders has influenced the
Company’s investment strategy
and specific examples can be found
in theSection 172 Statement on
pages36to 39.
Richard Sarika Josephine Christopher
Davidson Patel Bush Sutton
Quarterly Board meetings 4/4 4/4 4/4 4/4
Audit Committee meetings 2/2 2/2 2/2 2/2
Nomination and Remuneration Committee meetings 1/1 1/1 1/1 1/1
Management Engagement Committee meetings 1/1 1/1 1/1 1/1
Sustainability and ESG Committee meetings 1/1 1/1 1/1 1/1
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 57
REPORT OF THE AUDIT COMMITTEE
Composition
The Audit Committee comprises the
full Board and is chaired by Sarika
Patel. Due to the size of the Board and
the independent non-executive nature
of the Directors, the Board considers
it appropriate for all of the Directors
to be members of the Committee. The
Committee’s terms of reference were
reviewed and updated during the year
and are available on the Company’s
website.
The Board is satisfied that, in line
with the recommendations of the
AIC Code, at least one member of
the Audit Committee has recent and
relevant financial experience, and
that the Committee as a whole has
experience relevant to the sector in
which the Company operates. As the
Chair of the Board was independent
on appointment, it is considered
appropriate for him to be a member
of the Audit Committee and to bring
his considerable forestry sector
experience to bear on its activities.
Responsibilities
The role of the Audit Committee
is to ensure the financial and other
reporting of the Company is accurate,
complete, and appropriately audited
and reported thereon.
The Committee reviews internal
procedures of its advisers and
agents to ensure that the Company’s
significant risks have been identified
and that suitable steps have been
taken to ensure that the controls
in place appropriately mitigate
theserisks.
The duties of the Audit Committee are,
inter alia:
To monitor the integrity of the
financial statements of the
Company, including its annual
and interim reports and any other
formal announcements relating
to its financial performance,
andreview and report to the Board
on significant financial reporting
issues and judgements which those
statements contain having regard
to matters communicated to it by
the auditor
To review the content of the
Annual Report and accounts and
advise the Board on whether,
taken as a whole, it is fair,
balanced and understandable
and provides the information
necessary for Shareholders to
assess the Company’s position and
performance, business model and
strategy and whether it informs the
Board’s statement in the Annual
Report on these matters that is
required under the AICCode
To review the Company’s internal
financial controls and review the
adequacy and eectiveness of the
Company’s internal control and risk
management systems and monitor
the proposed implementation of
such controls
To review the adequacy and
eectiveness of the Company’s
compliance, whistleblowing and
fraud-related processes and
procedures
To consider and make
recommendations to the Board,
to be put to Shareholders for
approval at the Companys Annual
General Meeting, in relation to the
appointment, reappointment and
removal of the Company’s auditor
The role of the Audit Committee is to ensure the
financial and other reporting of the Company is
accurate, complete and appropriately audited
andreported thereon.
Sarika Patel
Chair of the Audit Committee
58 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
REPORT OF THE AUDIT COMMITTEE CONTINUED
Responsibilities continued
The Company’s Chair is a member
of the Audit Committee given his
independence on appointment and
that he has continued to meet this
condition throughout his term of
service. We recognise it is a breach
of the UK Corporate Governance
Code but compliant with the AIC
Code. Given the size of the Board
and the relevant experience of the
Chairman in matters related to
valuation and risk management, his
membership of this committee is
considered appropriate
To assess annually the auditor’s
independence and objectivity,
taking into account relevant
professional and regulatory
requirements and the relationship
with the auditor as a whole,
including any threats to the
auditor’s independence and the
safeguards applied to mitigate
those threats and the provision
ofany non-audit services
Activities during the year
At its first meeting, the Committee
undertook a detailed review of the
Company’s risk register prepared
during its Initial Public Oering
(“IPO”). The risk register was
updated to reflect, amongst other
things, the lessening impact of the
COVID-19 pandemic, the ongoing
conflict between Russia and Ukraine,
increased inflation and interest rates,
and the general macroeconomic
challenges in the market.
The Committee reviewed and
updated its terms of reference during
the year and made various changes
to reflect the specific activities that
the Committee undertakes on an
annual basis. These include seeking
assurances from the Company’s
key service providers, in particular
the Investment Manager, that they
have appropriate internal controls in
place; and reviewing any non-audit
services provided by the auditor for
approval by the Board. The revised
terms of reference were approved by
the Board and are available on the
Company’s website.
During the year, the Audit Committee
has sought assurances as to the
resilience of the reporting and
control systems in place for both the
management of the portfolio and
for the Company’s other operations.
TheCommittee will continue to
evaluate and challenge the resilience
of all key agents to the Company.
Meetings
The Committee met twice formally
during the year and attendance is
set out on page 56. The meetings
allowed sucient time to enable
the Committee to consider all
the matters of importance and
the Committee was satisfied that
it received full information in a
timely manner to allow it to fulfil
its obligations. The formal Audit
Committee meetings were also
attended by representatives of
the Investment Manager and the
CompanySecretary.
Risk management and
internal controls
Risks
The Board has ultimate responsibility
for the eective management of
risk for the Company, including
determining its risk appetite and
identifying key strategic and emerging
risks. The Audit Committee serves as
a governance body to oversee, review
and challenge the risk management
processes. The Committee has
conducted a robust assessment of the
principal risks faced by the Group and
was satisfied on the adequacy and
eectiveness of the Company’s risk
management systems with appropriate
operational and assurance reporting
from third parties. A description of
these risks, including procedures
employed to manage or mitigate them,
is included in the strategic report on
pages 40 to 43.
Internal controls
The Board is responsible for the
internal financial control systems of
the Company and for reviewing their
eectiveness. It has contractually
delegated these services to third
parties, but the Directors annually
review the internal control framework
established by the Investment
Manager and Administrator to satisfy
themselves on the eectiveness of
internal financial control.
The Directors receive and consider
quarterly reports from the Investment
Manager, giving full details of the
portfolio and of all aspects of the
financial position of the Company.
Additional ad hoc reports are received
as required and Directors have access
at all times to the advice and services
of the Company Secretary, which is
responsible for ensuring that Board
procedures are followed and that
applicable rules and regulations are
complied with.
The Committee discussed the need
for an internal audit function, with
input from the Investment Manager
and the auditor. The Committee was
satisfied that the current levels of
internal controls and risk management
were adequate and eective.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 59
The auditor
As part of the review of auditor independence and eectiveness, Ernst & Young LLP (EY) has confirmed that they are
independent of the Company and have complied with the relevant auditing standards. In evaluation of EY’s performance,
the Audit Committee has taken into consideration the skills and experience of the firm and of the audit team.
The Committee assessed the eectiveness of the audit process through the quality of the audit planning reports it
received from EY, together with the contribution which EY made to the discussion of any matters raised in these reports
or by Committee members. The Committee also took into account any relevant observations made by the Investment
Manager and Company Secretary. The Committee is satisfied that EY provides an eective independent challenge in
carrying out its responsibilities.
EY was appointed as the Company’s auditor and having considered the eectiveness of the audit, theAudit Committee
has recommended the continuing appointment of EY to the Board. EY’s performance will continue to be reviewed
annually, taking into account all relevant guidance and best practice.
All non-audit work to be carried out by EY must be approved in advance by the Audit Committee to avoid
compromising the independence of EY as auditor. To this eect, EY resigned as the Company’s tax adviser following
the IPO. Therefore, no non-audit fees were incurred during the period from 24 November 2021 (IPO date) to
30September 2022.
Service provided (excluding VAT) 2022 fee
Audit services £118,250
Non-audit services
Total £118,250
Annual Report and financial statements
The Audit Committee has concluded that the Annual Report and financial statements for the period ended
30September 2022, taken as a whole, are fair, balanced and understandable and provide the information necessary
for Shareholders to assess the Company’s business model, strategy and performance.
This conclusion was reached through knowledge of the Company and its activities, a detailed review of this document
and enquiries of the various parties involved in the preparation of the Annual Report and financial statements.
TheAudit Committee has reported to, and agreed its conclusions with, the Board of Directors.
Committee evaluation
A detailed and rigorous evaluation of the Committee was undertaken as part of the Board’s annual performance
evaluation. The skills and experience of the members, including recent and relevant financial experience and industry
experience, were found to be appropriate. The Committee was found to be functioning eectively and all Committee
members were satisfied with the overall workings of the Committee. Through the Nomination and Remuneration
Committee, there was also consideration of succession planning and the continued independence of all the members
of the Committee.
Sarika Patel
Chair of the Audit Committee
14 December 2022
60 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
REPORT OF THE MANAGEMENT
ENGAGEMENT COMMITTEE
Composition of the
Management Engagement
Committee
The Management Engagement
Committee comprises the full Board
with Richard Davidson as Chair.
TheCommittee’s terms of reference
were reviewed during the year and
are available on the Company’s
website.
Responsibilities of the
Management Engagement
Committee
The duty of the Management
Engagement Committee is to review
the terms of appointment of, andthe
performance by, the Investment
Manager, the Administrator and
the other key service providers
appointed by the Company and
to decide whether it is in the best
interests of Shareholders for
those appointments to continue.
TheCompany’s auditor is not
included in this review as their
appointment falls under the remit
ofthe Audit Committee.
The following are considered particular
areas of focus for the Committee:
Monitor and evaluate the
Investment Manager’s
performance (and, if necessary,
provide appropriate guidance)
and compliance by the Investment
Manager with the Investment
Management Agreement
Reasonably satisfy itself that
the Investment Management
Agreement is fair and that the terms
thereof comply with all regulatory
requirements, conform with market
and industry practice and remain in
the best interests of Shareholders
Reasonably satisfy itself that
systems put in place by the
Investment Manager in respect
of the Company are adequate to
meet relevant legal and regulatory
requirements
Reasonably satisfy itself that
matters of compliance are under
proper review
Regularly review the composition
and performance of the key
personnel performing the services
on behalf of the investment
manager and consider whether the
continuing appointments of the
Investment Manager, on the terms
of the Investment Management
Agreement, are in the interests
of Shareholders as a whole, and
make recommendations to the
Board thereon together with
a statement of the reasons for
thisview
Consider and review the level and
method of remuneration of the
Investment Manager pursuant
to the terms of the Investment
Management Agreement,
including the methodology of
calculation of the annual fee and
any performance fee
Review the performance
and services provided by
the Company’s other service
providersand consider whether
the continuing appointment of
such service providers under the
terms of their agreementsarein
the interests of Shareholders
as a whole, and make
recommendations to the Board
thereon together with a statement
of the reasons for theirview
In addition to the Committee
members drawing upon their own
experiences of working with the
service providers, the Committee
also had Foresight Group complete
assessments of the performance
of the other service providers.
Thisfeedback was carefully reviewed
and discussed by the Committee.
The Committee is responsible for reviewing the
performance of the Investment Manager and key
service providers to ensure that the Company is
eectively supported.
Richard Davidson
Chair of the Management Engagement Committee
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 61
Activities during the year
Investment Manager
The day-to-day management of
the Company, and in particular the
management of its forestry and
aorestation portfolio, is delegated
to the Investment Manager.
TheCommittee carried out a robust
assessment of the Investment
Manager during the year, including
fee levels. The feedback was
positive, with particular praise for the
growth to the Company’s portfolio
during its first year of operation.
Someadditional suggestions were
made in relation to the delegation of
roles between the various teams at
Foresight Group, to ensure maximum
possible eciency and sucient
oversight and understanding by
theBoard.
The Committee remains firmly
of the view that the Investment
Manager demonstrates the skills
and commitment to perform its role.
The Committee recommended the
Investment Manager’s continued
appointment to the Board, and it was
unanimously agreed that this is in the
best interests of Shareholders.
Administrator and Company
Secretary
Foresight Group LLP serves as
Administrator and Company
Secretary to the Company following
its IPO in November 2021.
Under the terms of the Investment
Management Agreement, Foresight
Group is entitled to an annual fee
in respect of administration and
company secretarial services which
is calculated quarterly in arrears
at 0.85% of NAV per annum up
to £500 million and 0.75% per
annum inexcess of £500 million.
No additional fees were paid to
the Administrator and Company
Secretary during the period.
Following the Committee’s
recommendation, the Board agreed
that the continued appointment of
the Administrator and Company
Secretary is in the best interests of
the Company and its Shareholders.
Other service providers
During the year, the Management
Engagement Committee conducted
a review of the Company’s other
key service providers, as listed
on page 116 at the back of this
report. The Committee reviewed
the performance as well as the fees
charged by each service provider and
instructed the Investment Manager to
provide feedback to those providers
where it was deemed appropriate.
Committee evaluation
As the Company has only been in
operation for one year, the activities
of the Management Engagement
Committee were more limited than is
expected for future years. Therefore,
a decision was taken not to
undertake a formal evaluation of the
Committee during this financial year.
However, the Board is confident that
the Committee is functioning well,
and the experience of its members is
considered appropriate.
Richard Davidson
Chair of the Management
Engagement Committee
14 December 2022
62 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Composition of the Nomination
and Remuneration Committee
The Nomination and Remuneration
Committee comprises the full
Board and is chaired by Christopher
Sutton. During the period, the
Committee was re-constituted
from a Nomination Committee to
a Nomination and Remuneration
Committee, in acknowledgement
of the recommendations of the
AIC Code. The Board considers
that, given its size, it would be
unnecessarily burdensome to
establish a Nomination and/or
Remuneration Committee which
did not include the entire Board
and believes that this enables all
Directors to be kept fully informed
of any issues that arise on the Board.
TheCommittee’s terms of reference
were updated during the year to
reflect the addition of remuneration
matters to the Committee’s remit
and these are available on the
Company’swebsite.
Responsibilities of the
Nomination and Remuneration
Committee
The role of the Nomination and
Remuneration Committee is to
ensure that there is a rigorous,
formal and transparent procedure
for appointments to the Board and
determining Directors’ remuneration
levels. The Committee assists the
Board in ensuring its composition is
optimal for eectiveness and able
to operate in the best interests of
Shareholders.
The Committee has various functions,
the most important of which are:
Regularly review the structure, size
and composition (including the
skills, knowledge, experience and
diversity) of the Board as a whole
and make recommendations to the
Board with regard to anychanges
Give full consideration to
succession planning for Directors
in the course of its work, taking
into account the challenges and
opportunities facing the Company,
and the skills and expertise
needed on the Board in the future
Prepare a policy on the tenure
of the Chair of the Board and
theBoard
Keep up to date and fully informed
about strategic issues and
commercial changes aecting the
Company and the market in which
it operates
Be responsible for identifying and
nominating for the approval of
the Board, candidates to fill Board
vacancies as and when they arise
Prepare and maintain the
Company’s diversity policy
Review the results of the Board
performance evaluation process
that relate to the composition of
the Board
Review annually the time required
from Non-Executive Directors
Review any proposed changes to
the remuneration of the Directors
of the Company, in accordance
with the Principles and Provisions
of the AIC Code
Design remuneration policies and
practices to support strategy and
promote long-term sustainable
success and review the ongoing
appropriateness and relevance of
the remuneration policy
Meetings
The Nomination and Remuneration
Committee meets formally at least
once a year and also when required.
At this meeting, the Committee
discusses succession planning and
also reviews the results of the annual
evaluation of the eectiveness of
the Board and the Audit Committee.
The Company Secretary attends
the meetings as Secretary to the
Committee and representatives of
the Investment Manager are invited
to attend as required.
REPORT OF THE NOMINATION AND
REMUNERATION COMMITTEE
The Committee assists the Board in ensuring its
composition is optimal for eectiveness and able
tooperate in the best interests ofShareholders.
Christopher Sutton
Chair of the Nomination and Remuneration Committee
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 63
Activities during the year
Succession planning
The Committee adopted a policy for succession planning and Board tenure during the year. Succession planning
was considered by the Committee, with due regard being given to the early stage of the Company. The Board
acknowledges its responsibility to plan ahead with regard to Director rotation, as all current Directors have the same
appointment date. Each Director has indicated their preferences and intentions with regard to their length of service
on the Board, with consideration being given to the AIC Code’s recommendation of a maximum term of nine years.
Inthe event that all current Directors are still in place within the next few years, the Board will agree provisional
timings for the recruitment of new Board members. Any new Board members who will replace the Chair of the Board
or the Chair of the Audit Committee will be appointed prior to the existing Director’s resignation to ensure an eective
handover is delivered. There are no expected Board changes for the year ending 30 September 2023.
Diversity
The Board supports the recommendations issued by the FTSE Women Leaders Review (building on the work of the
former Hampton-Alexander and Davies Reviews), the Parker Review and the Listing Rule requirement introduced in
April 2022 for listed companies to target at least 40% female Board representation and at least one member of the
Board from an ethnic minority background by December 2024. This information is set out in the tables below.
Number of
Number of Percentage of senior positions
Board members the Board on the Board
Men 2 50% N/A
1
Women 2 50% N/A
1
Other categories None None N/A
1
Number of
Number of Percentage of senior positions
Board members the Board on the Board
White British or other White (including minority white groups) 3 75% N/A
1
Mixed/multiple ethnic groups None None N/A
1
Asian/Asian British 1 25% N/A
1
Black/African/Caribbean/Black British None None N/A
1
Other ethnic group None None N/A
1
1. Inapplicable as the Company is externally managed and does not have executive management functions, including the roles
of CEOand CFO.
The Board recognises the benefits that diversity brings. Diversity includes and makes good use of dierences in
knowledge and understanding of diverse geographies, peoples and their background including race or ethnic origin,
sexual orientation, gender, age, disability or religion. Any future appointments to the Board will be based on merit
and objective criteria and in accordance with the Equality Act 2010. All current Board members have been drawn
from diverse working and social experience with no prior connections between the individual Board members.
Board evaluation
During the year, a formal and rigorous evaluation of the performance of the Board, the Audit Committee and the
individual Directors was carried out through an assessment process led by the Nomination and Remuneration
Committee Chair. The process was conducted through the completion of questionnaires tailored to suit the nature of
the Company. A number of topics were raised and discussed and, overall, the Board was found to be functioning well.
Areas of particular strength included the balance of skills on the Board and the level of engagement and commitment
shown by all members. The Board’s close working relationship with the Investment Manager and detailed knowledge
of the Company’s strategy and the issues the Company faces were also noted.
64 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
REPORT OF THE NOMINATION AND
REMUNERATION COMMITTEE CONTINUED
Activities during the year
continued
Board evaluation continued
Potential areas for consideration,
post this initial period, included
a preference for increased direct
interaction with the Company’s
Shareholders, to ensure the Board
was not overly reliant on feedback
from the Investment Manager
and the Company’s broker.
The Board would like to take
this opportunity to encourage
all Shareholders to attend the
Company’s first AGM in February
2023 and emphasise that all
Board members remain open to
discussions with Shareholders
at any time. TheCommittee also
acknowledged that succession
planning will need more focused
attention in future years as the
Company develops.
The Nomination and Remuneration
Committee recognised the
Chair’s extensive knowledge of
the forestry sector and the way
that this benefited the Company.
TheDirectors’ feedback also showed
that the Chair eectively promoted
a culture of openness and debate,
facilitated constructive Board
relations and ensured all Board
members contributed eectively.
The Committee acknowledges the
AIC Code’s recommendation for an
independent Board evaluation to
be carried out every three years.
As theCompany has only been
operating for one year and no
significant concerns were raised
during the Board evaluation process,
it is the Board’s view that an
external evaluation is not currently
required. However, this will be
kept under review throughout the
upcomingyear.
Remuneration policy
The Company’s remuneration
policycan be found in the Directors’
remuneration report on page 67.
Theremuneration policy will be put
to a vote at the Company’s first AGM
in February 2023 and every three
years thereafter.
During the period, the Committee
reviewed and formally adopted
the remuneration policy.
TheCommittee is satised that
thispolicy is appropriate to support
the Company’s strategy and its
long-term sustainable success.
Principles P and Q of the AIC Code,
which require remuneration policies
and practices to focus on strategy
and long-term success, have been
appliedappropriately.
Board remuneration
A detailed review of Board
emolument levels was undertaken
by the Committee during the
year, supported by a fee analysis
report prepared by the Company
Secretary and taking into account
the time commitment required of
the Directors. Also considering peer
group analysis and inflation, the
Board decided to increase its base
remuneration by £3,000 eective
1October 2022. Further,additional
fees of £3,000 and £2,500 per
annum were awarded to Josephine
Bush and Christopher Sutton for
their additional roles in chairing
the Sustainability and ESG and
Nomination and Remuneration
Committees respectively. Additional
fees for the roles of Chair of the
Board and Audit Committee Chair
remain unchanged. Full Directors
salary details can be found in the
Directors’ remuneration report
onpage 67.
Committee evaluation
As the Company has only been in
operation for a year, the activities of
the Nomination and Remuneration
Committee were more limited
than is expected for future years.
Therefore,a decision was taken not
to undertake a formal evaluation of
the Committee during this financial
year. However, the Board is confident
that the Committee is functioning
well, and the experience of its
members is considered appropriate.
Christopher Sutton
Chair of the Nomination and
Remuneration Committee
14 December 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 65
Responsible for reviewing the Company’s ESG
strategy and ensuring this is in line with the aims
andobjectives agreed by the Board and the
Investment Manager.
Josephine Bush
Chair of the Sustainability and ESG Committee
Composition of the
Sustainability and ESG
Committee
The Sustainability and ESG
Committee comprises the full Board
and is chaired by Josephine Bush.
It is considered appropriate that
all Directors are members of the
Committee due to the size of the
Company and importance of all
Board members remaining up to
date with sustainability and ESG
matters. The Committee’s terms of
reference were approved during
the year and are available on the
Company’swebsite.
Responsibilities of the
Sustainability and ESG
Committee
The Sustainability and ESG
Committee is responsible for
reviewing the Company’s ESG
strategy and ensuring this is in
line with the aims and objectives
agreed by the Board and the
InvestmentManager.
The duties of the Sustainability and
ESG Committee are to, inter alia:
Guide, supervise and support the
Investment Manager in drafting
and periodically reviewing the
sustainability and ESG strategy
which sets out the guiding
principles, objectives, strategic
actions and policies with respect
to ESG matters
Have oversight of the overall ESG
strategy of the Company, including
agreeing the Company’s key ESG
objectives and agreeing the key
performance indicators linked to
each of the Company’s chosen
ESG objectives, and monitoring
progress against each of these key
performanceindicators
Assess and prioritise ESG risks and
opportunities for the Company,
such assessment to be carried
out in alignment with chosen
reporting frameworks, including
assessment of climate change
risks, and with relevant input from
the AuditCommittee
Receive reports and keep
abreastof notable developments
in ESG-related regulation and
industry trends relevant to the
Company and the sector(s) in
which it operates
Monitor the Company’s adherence
to ESG objectives and KPIs and
work with the Audit Committee
to oversee the reporting of these
objectives and KPIs
Oversee the selection of
non-financial reporting/ESG
disclosure frameworks by
theCompany
Oversee the engagement of
any external service providers
or consultants retained for
the purpose of auditing the
Company’s performance in
relation to ESG matters
Identify relevant ESG training
and opportunities and advise the
Board and/or the Company’s key
service providers accordingly
REPORT OF THE SUSTAINABILITY
AND ESG COMMITTEE
66 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
REPORT OF THE SUSTAINABILITY
AND ESG COMMITTEE CONTINUED
Meetings
The Sustainability and ESG
Committee met once during the
year to discuss the Company’s
ESG strategy, set KPIs and assess
the disclosures to make in this
report. The Sustainability and ESG
Committee Chair also met with
representatives of the Investment
Manager throughout the year to
discuss relevant market trends and
positioning. The Company Secretary
attends the meetings as Secretary
to the Committee. In addition,
representatives of the Investment
Manager are also invited to attend.
Activities during the year
ESG strategy
In the last year, the Company has
evolved its ESG commitments into
a series of sustainable business
initiatives, measures and targets,
withthe core aim of generating
“natural capital alpha” through
sustainable forestry management
practice. A summary of this approach
and impact, which was initiated by
the Board at the Company’s strategy
day and refined by the Committee at
its inaugural meeting later in the year,
is set out in the Sustainability and
ESG report on page 29.
TheSustainability and ESG
Committee Chair has also partaken
in investment discussions throughout
the year to ensure these are
incorporated into the evolution of the
strategy. The Company looks forward
to providing a full sustainability
report to Shareholders in early2023.
Sustainability and ESG report
In recognition of the increasing
importance of ESG credentials to
Shareholders, the Committee has
taken the decision that a separate
Sustainability and ESG report will be
prepared and published subsequent
to this report. The Sustainability and
ESG report aims to provide additional
detail on the narrative surrounding the
statistics set out on pages 29to35.
The information contained in the
Sustainability and ESG report will also
form part of the Investment Manager’s
presentation at the Company’s AGM
in February 2023.
Committee evaluation
As the Committee was formally
constituted mid-way through the
2022 financial year, its activities have
been more limited than is expected
for future years. Therefore,a decision
was taken not to undertake a
formal evaluation of the Committee
during this financial year. However,
the Board is confident that the
Committee is functioning well
and that its approach to ESG is
appropriate for the Company.
Josephine Bush
Chair of the Sustainability
andESGCommittee
14 December 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 67
The Board considers annually the
level of fees paid to each Director.
This review takes into account the
individual responsibilities of each
Board member under the Committee
structure, anticipated input required
to oversee the Company’s activities
in the future and how Board
remuneration is structured for
theCompany’speers.
Whilst the Board has final
determination of the level of
Directors’ fees, the Nomination
and Remuneration Committee is
responsible for assessing whether
the current fee levels are appropriate.
The Nomination and Remuneration
Committee will take external input
where required in its assessment and
also takes into account the results
of Directors’ evaluation and Board
succession issues. The Nomination
and Remuneration Committee’s
report can be found on page 62.
Board remuneration
Remuneration policy
The Company’s policy is that the
remuneration of Directors should be
determined with due regard to the
experience of the Board as a whole,
the time commitment required and
to be fair and comparable to that
of other Non-Executive Directors
of similar companies. The Company
may also periodically choose to
benchmark Directors’ fees with
an independent review to ensure
they remain competitive, fair and
reasonable.
The fees for the Directors are
determined within the limits set
out in the Company’s Articles of
Association, which states that the
Directors’ remuneration for their
services in the oce of Director
shall, in the aggregate, not exceed
£300,000 per annum or such higher
figure as the Company, by ordinary
resolution, determines. The Directors
may elect to apply the cash amount
equal to their annual fee to subscribe
for or to purchase Ordinary Shares.
Directors’ fees will be reviewed
atleast annually.
The Directors are entitled only to
their annual fee and to be reimbursed
for any expenses properly and
reasonably incurred by them in and
about the business of the Company
or in the discharge of his or her
duties as a Director.
Any Director who performs services,
which in the opinion of the Directors
are outside the scope of the ordinary
duties of a Director, may be paid such
reasonable additional remuneration
to be determined by the Directors
or any Committee appointed by
the Directors and such additional
remuneration shall be in addition
to any remuneration provided for
by way of their annual fee and their
reasonable expenses.
No element of the Directors’
remuneration is performance
related, nor does any Director have
any entitlement to pensions, share
options or any long-term incentive
plans from the Company.
The Directors hold their oce in
accordance with the Articles of
Association and their appointment
letters. NoDirector has a service
contract with the Company, nor is
any such contract proposed. The
Directors’ appointments can be
terminated in accordance with the
Articles and without compensation.
The law requires the Company’s
Auditor to audit certain of the
disclosures provided in this report.
Where disclosures have been
audited, they are indicated as such.
DIRECTORS’ REMUNERATION REPORT
Christopher Sutton
Chair of the Nomination and Remuneration Committee
68 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
Future Board emoluments (audited)
As detailed in the Nomination and Remuneration Committee Report, the Board has elected to increase Directors’ fees
by £3,000 per annum, plus an additional fee of £2,500 for Christopher Sutton for his role as Chair of the Nomination
and Remuneration Committee, eective 1 October 2022. In addition, an additional fee of £2,500 per Director was
paid subsequent to the financial year end in acknowledgement of the time commitment required of Board members
surrounding the placing programme undertaken in June 2022. Based on this, and the Directors appointed as at the
date of this report, Board remuneration for the year ending 30 September 2023 is expected to be as follows:
Committee
Basic fees Chair fee Additional fees Total fees
2022 2022 2022 2022
Richard Davidson (Chair) £48,000 £2,500 £50,500
Sarika Patel £33,000 £7,500 £2,500 £43,000
Josephine Bush £33,000 £3,000 £2,500 £38,500
Christopher Sutton £33,000 £2,500 £2,500 £38,000
Total £147,000 £13,000 £10,000 £170,000
Relative importance of spend on pay
The table below shows the actual expenditure during the period in relation to Directors’ remuneration and
Shareholder distributions in the financial period:
Total
2022
Aggregate Directors’ remuneration £143,750
Aggregate dividends paid to Shareholders
Directors’ emoluments for the period (audited)
The Directors who served during the period received the following emoluments (excluding employers’ National
Insurance contributions) in the form of fees:
Total fees
Committee (inc. taxable
Taxable benefits Basic fees Chair fee Additional fees
1
benefits)
Richard Davidson (Chair) £45,000 £15,000 £60,000
Sarika Patel £30,000 £7,500 £12,500 £50,000
Josephine Bush
2
£515 £30,000 £1,250 £10,000 £41,765
Christopher Sutton £354 £30,000 £10,000 £40,354
Total £869 £135,000 £8,750 £47,500 £192,119
1. Each Board member received an additional fee for the work conducted ahead of the Company’s IPO.
2. Josephine Bush received an additional fee of £3,000 per annum, pro-rated accordingly, for her role as Chair of the
Sustainability and ESG Committee from 1 May 2022.
Note – members of the Board were reimbursed for travel and accommodation expenses incurred in connection with their duties
for the Company, which in aggregate amounted to £869.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 69
Management shareholdings
Although not forming part of this report, it is also noted that the senior personnel of the Investment Manager held
in aggregate 78,804 Ordinary Shares of the Company as at 30 September 2022. As at 13 December 2022, these
aggregate holdings were 78,804 Ordinary Shares.
In addition, Blackmead Infrastructure Limited, an Inheritance Tax Fund also managed by the Investment Manager,
holds 51,503,762 (29.93%) of the Company’s shares.
Voting at Annual General Meeting
An ordinary resolution for the approval of the Directors’ remuneration policy is proposed every three years and will
therefore be put to Shareholders at the Company’s first AGM to be held in February 2023. An ordinary resolution for
the approval of this Directors’ remuneration report will be put to Shareholders at the forthcoming AGM.
On behalf of the Board
Christopher Sutton
Chair of the Nomination and Remuneration Committee
14 December 2022
70 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
The Directors present their Annual
Report and financial statements
of the Company for the period to
30September 2022. The corporate
governance statement on pages 53
to 56 forms part of their report.
Principal activities and status
Foresight Sustainable Forestry
Company Plc (the “Company”)
is registered as a public limited
company in terms of the Companies
Act 2006 (number: 13594181).
Itisaninvestment company as
defined by Section 833 of the
Companies Act2006.
The Company was incorporated on
31 August 2021 and listed on the
Premium Segment of the Ocial
List for trading on the London
Stock Exchange’s Main Market on
24November 2021. The Company
has a single share class of Ordinary
Shares in issue.
The Company is a member of
the Association of Investment
Companies(“AIC”).
Dividend policy
The Company invests in
forestry assets with cash flow
typically reinvested for further
accretivegrowth.
The Company intends to pay
dividends in order to satisfy the
ongoing requirements under
the Investment Trust (Approved
Company) (Tax) Regulations 2011
save that, in the medium term, the
Company’s forestry assets may also
generate free cash flow which the
Company may decide not to reinvest.
In such case(s), the Company
currently intends to distribute these
amounts to Shareholders.
Distributions made by the Company
may take either the form of dividend
income or may be designated as
interest distributions for UK tax
purposes. The UK tax treatment of
the Company’s distributions may
vary for a Shareholder depending
on the classification of such
distributions. In accordance with
regulation 19 of the Investment
Trust (ApprovedCompany) (Tax)
Regulations 2011, the Company will
not (except to the extent permitted
by those regulations) retain more
than 15% of its income (as calculated
for UK tax purposes) in respect of an
accounting period.
In addition, the Company intends in
the future to explore the possible
distribution of carbon credits
“inspecie” to Shareholders.
Investors should note that references
in this paragraph to “dividends” and
“distributions” are intended to cover
both dividend income and income
which is designated as an interest
distribution for UK tax purposes
and therefore subject to the interest
streaming regime applicable to
investment trusts.
In accordance with the above policy,
there have been no dividends paid to
Shareholders during the year and the
Directors are not recommending a
final dividend.
DIRECTORS’ REPORT
Information contained
elsewhere in the Annual
Report
Information required to be part
of this Directors’ report can be
found elsewhere in the Annual
Report as indicated below and is
incorporated into this report by
reference:
Key performance
indicators Page 1
Principal risks and
risk management Pages 40 to 43
Board of Directors Pages 50 and 51
Report of the
Audit Committee Pages 57 to 59
Report of the
Management
Engagement
Committee Pages 60 and 61
Report of the
Nomination and
Remuneration
Committee Pages 62 to 64
Report of the
Sustainability and
ESG Committee Pages 65 and 66
Remuneration
report Pages 67 to 69
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 71
Investment objective
The Company will seek to generate
an attractive net total return for
Shareholders over the longer term,
comprising capital growth and
aperiodic dividends, targeting
sustainable impact through
investment predominantly in
sustainably managed forestry
assets (including standing
forests and aorestation assets).
TheCompany will seek to make
a direct contribution in the fight
against climate change through
forestry and aorestation carbon
sequestrationinitiatives.
The Company will seek to preserve
and proactively enhance natural
capital and biodiversity across
its portfolio. It is expected that
the Company will achieve, and
aim to exceed, the requirements
of compliance with the EU Green
Taxonomy and Article 9 of the
Sustainable Finance Disclosure
Regulation (“SFDR”).
Investment policy
The Company intends to achieve
its investment objective by
predominantly investing in a
diversified portfolio of sustainable
forestry assets, predominantly
located in the UK.
The Company will seek to acquire
a mixture of cash flow generating
sustainable forestry assets
representing a mixture of standing
forests (of varying age classes)
together with land suitable for
aorestation projects (representing
both commercial forestry projects
and non-commercial forestry
projects) to achieve a balanced
portfolio with an optimal harvesting
and capital growth profile.
Diversification within the Company’s
portfolio will be achieved by:
(a) Investing in a range of individual
underlying forestry assets, each
of which will be capable of
separate disposal
(b) Investing in dierent types of
forestry assets (both standing
forests and aorestation
projects) with a range of age
classes and harvesting profiles
(c) Where possible, seeking
diversification in tree species and
a blend of commercial forestry
and non-commercial forestry
(including native woodland
and open ground) across the
overallportfolio
(d) Engaging with a range of
dierent o-takers for the
Company’s harvested timber
(e) Achieving a geographic
spread across the underlying
forestryassets
Although the Company’s revenues
will primarily be generated by
the sale of harvested timber and,
in due course, the sale of carbon
credits, where appropriate and
practicable the Company will also
seek to generate ancillary non-core
revenue streams from its forestry
assets, including, but not limited
to, the leasing or licensing of land
to third parties for agricultural,
sporting and tourism activities,
theleasing of land to third parties
for renewable energy and/or energy
storage and/or telecommunications
development projects (such as the
erection of wind turbines or mobile
telecommunication towers) and,
ifafuture market develops, the sale
of biodiversity credits.
The Company will gain exposure to
forestry assets indirectly through
its holding of equity interests in
underlying asset holding companies.
The Company will invest via equity
or debt interests in such asset
holding companies. The asset
holding companies will use the
funds received by the Company
to acquire forestry assets directly
or indirectly through intermediate
holdingcompanies.
Returns generated by the asset
holding companies (either from the
sale of harvested timber, the sale
of carbon credits or from ancillary
non-core revenue sources) will either
be retained by the relevant asset
holding companies and reinvested or
paid to the Company in the form of
dividend distributions or the payment
of interest on intra-group debt.
72 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
DIRECTORS’ REPORT CONTINUED
Investment policy continued
The Company may acquire freehold
or leasehold interests in forestry
assets or may acquire the shares
in corporate entities holding such
forestry assets.
Investments in forestry assets will
typically entail 100% ownership by
the Company. The Company may,
however, enter into joint venture
arrangements alongside one or more
co-investors where the Investment
Manager, in consultation with the
Board, believes it is in the Company’s
best interests to do so (such as
where an investment opportunity
is too large for the resources
of the Company on its own, to
share risk or where a joint venture
arrangement will optimise returns for
the Company). In the case of such
co-investments, the Company will
target retaining a control position,
where this is possible, or, where
this is not possible, will have strong
minority investor protections and
governancerights.
In addition, as part of a transaction to
acquire forestry assets, theCompany
may end up owning ancillary
non-forestry related assets, including,
but not limited to, residential land
and buildings, vehicles, equipment,
agricultural outbuildings and
small-scale renewable energy assets
(together “non-core assets”). Where
appropriate and beneficial to the
overall strategy, the Company will
look to realise the value of any
non-core assets over time for the
benefit of the Shareholders.
The Investment Manager will have
overall responsibility for asset
managing the Company’s forestry
assets (including any ancillary
non-core revenue streams) and
non-core assets. The Company will
also appoint appropriate specialist
third-party forestry management
companies which will be responsible
for the day-to-day physical
management of the Company’s
forestry assets, including harvesting
and planting activity.
Investment restrictions
The Company will invest and
manageits assets with the objective
of spreading risk and, in doing
so, willmaintain the following
investmentrestrictions:
No single forestry asset will
represent more than 15% of Gross
Asset Value (with two or more
forestry assets which are directly
adjacent being treated as a single
asset), save that the Board may
approve the increase of this limit
up to 25% of Gross Asset Value
on an exceptional basis where
considered appropriate to cater
for a larger-scale strategic forestry
asset investment
At least 90% of Gross Asset Value
shall be invested in forestry assets
located in the United Kingdom
No more than 10% of Gross Asset
Value may be invested in forestry
assets located in EEA countries
The maximum exposure to
aorestation projects will not
exceed, in aggregate, 50% of
Gross Asset Value
The maximum exposure to
non-core assets will not exceed,
in aggregate, 10% of Gross
AssetValue
The Company will not invest in
other listed investment companies
In accordance with the requirements
of the Listing Rules, the Company
willnot undertake any trading
activity which is material in the
context of the Company as a whole.
Compliance with the above
investment limits is measured
at the time of investment and
non-compliance resulting from
changes in the price or value of
assets following investment will
notbe considered as a breach of
theinvestment limits.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 73
Financial risk management
Details of the financial risk management objectives and policies followed by the Directors can be found on pages 104
and105.
Future developments
The likely future developments of the Company are contained in the strategic report on pages 1 to 47.
Directors
Biographical details of the Directors, all of whom are non-executive, can be found on pages 50 and 51.
The Directors do not have service contracts, but each new Director is provided with a letter of appointment.
TheDirectors’ letters of appointment are available on request at the Company’s registered oce during
businesshours.
The Articles of Association require that each Director retires by rotation and be re-elected every three years.
TheBoard has agreed that, in accordance with governance best practice and the provisions of the AIC Code, Directors
will stand for election annually at each AGM. The Directors’ appointment dates are shown below:
Date of
original
appointment
Richard Davidson (Chair) 31 August 2021
Sarika Patel 31 August 2021
Josephine Bush 31 August 2021
Christopher Sutton 31 August 2021
The Directors believe that the Board has an appropriate balance of skills, experience, independence and knowledge
of the Company and the sector in which it operates to enable it to provide eective strategic leadership and proper
guidance to the Company. The Board confirms that, following the evaluation process set out in the report of the
Nomination and Remuneration Committee on page 63, the performance of each Director is and continues to be
eective and demonstrates commitment to the role. The Board believes, therefore, that it is in the interests of
Shareholders that each of the Directors be re-elected.
Conflicts of interest
Under the Companies Act 2006 a Director must avoid a situation where he or she has, or could have, a direct or
indirect interest that conflicts, or possibly may conflict, with the Company’s interests. Thiscould also apply where a
Director becomes a Director of another company or trustee of another organisation. TheCompanies Act 2006 allows
Directors of public companies to authorise conflicts and potential conflicts, where appropriate, where the Articles of
Association contain a provision to this eect. TheCompany’s Articles of Association give the Directors authority to
approve such situations.
The Company maintains a register of Directors’ conflicts of interest which have been disclosed and approved by the
other Directors. This register is kept up to date and the Directors are required to disclose to the Company Secretary
any changes to conflicts or any potential new conflicts.
74 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
DIRECTORS’ REPORT CONTINUED
Investment Manager
The Company’s Investment Manager,
Foresight Group LLP, is responsible
for the acquisition and management
of the Company’s assets, including
the sourcing and structuring of
new acquisitions and advising on
the Company’s borrowing strategy.
Foresight Group is authorised and
regulated by the Financial Conduct
Authority.
Foresight Group was founded in 1984
and is a leading listed infrastructure
and private equity investment
manager. With a long-established
focus on ESG and sustainability-led
strategies, it aims to provide
attractive returns to its institutional
and private investors from
hard-to-access private markets.
Foresight manages over 350
infrastructure assets with a focus
on solar and onshore wind assets,
bioenergy and waste, as well
as renewable energy enabling
projects, energy eciency
management solutions, social and
core infrastructure projects and
sustainable forestry assets.
Its private equity team manages ten
regionally focused investment funds
across the UK and an SME impact
fund supporting Irish SMEs. This team
reviews over 2,500 business plans
each year and currently supports
more than 250 investments in SMEs.
Foresight Capital Management
manages four strategies across six
investment vehicles with an AUM of
over £1.5billion.
Foresight operates across seven
countries in Europe and Australia
with AUM of £12.5 billion. Foresight
Group Holdings Limited listed on the
Main Market of the London Stock
Exchange in February2021.
Foresight’s infrastructure team
consisted of 163 full-time employees
as at 30 September 2022. The team
is comprised of:
1. An investment management
team of professionals responsible
for originating, assessing
and pricing assets, managing
due diligence and executing
transactions
2. A portfolio management team
with expertise across electrical
and civil engineering, finance and
legal disciplines
The Foresight Group infrastructure
team has substantial experience in
sourcing and executing all required
elements of the capital structure of
an investment across geographies,
including project-level debt finance
and other required forms of finance.
The key strengths of the
infrastructure investment team
include:
(a) Sourcing and execution of asset
acquisitions
(b) Experience of pricing complex
revenue streams
(c) Pricing wholesale power
exposure
(d) Managing construction projects
(e) Finance and structuring,
including bank debt and project
finance
The in-house portfolio management
team consists of individuals with
engineering, accountancy, consulting
and operations backgrounds and
are responsible for the process
of “on-boarding”, managing and
reporting on the acquired assets.
Members of these teams work closely
with the investment team together
throughout the investment lifecycle.
The portfolio management services
provided ensure the day-to-day
operation of the forestry assets is
robust, with commercial and strategic
decisions clearly communicated to
the various counterparties involved.
The services also include:
Health and safety compliance
Oversight of third-party asset
managers and forest managers
Portfolio optimisation including
negotiation of project contracts,
harvesting, insurance policies,
and evaluation of innovative
technologies to enhance forestry
assets
Accounting and financial
management from SPV to
Fundlevel
Management of in-house portfolio
management platforms
Providing a focus on ESG and
upside opportunities across the
forestryassets
Contractual compliance of all
contracts
Alternative Investment
Fund Management
Directive (“AIFMD”)
The AIFMD, which was implemented
across the EU on 22 July 2013,
aims to harmonise the regulation
of Alternative Investment Fund
Managers (“AIFMs”) and imposes
obligations on managers who
manage or distribute Alternative
Investment Funds (“AIFs”) in the EU
or who market shares in such funds
to EU investors. Foresight Group LLP
acts as AIFM to the Company and
ensures compliance with regulation
under the UK AIFMD and the UK
National Private Placement Regime.
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 75
Share capital
Information on the Company’s share
capital can be found in note 13 to the
financial statements.
As at 30 September 2022, there
are 172,056,075 Ordinary Shares
(“Shares”) in issue of nil par value.
There have been no changes notified
to the Company in respect of the
above holdings, and no other new
holdings notified, since the year end.
Related party transactions
Related party transactions during
the period to 30 September 2022
can be found in note 22 to the
financialstatements.
Directors’ shareholdings
Information on the Directors’
shareholdings as at 30 September
2022 can be found in the Directors
remuneration report on page 67.
Other Companies Act 2006
disclosures
There are no significant
restrictions concerning the
transfer of securities in the
Company (other than certain
restrictions imposed by laws and
regulations such as insider trading
laws); no agreements known to the
Company concerning restrictions
on the transfer of securities in
the Company or on voting rights;
andno special rights with regard
to control attached to securities.
There are no significant
agreements which the Company is
a party to that might be aected
by a change of control of the
Company following a takeover bid.
There are no agreements between
the Company and the Directors
providing for compensation
for loss of oce that occurs
because of a takeover bid or other
corporate events.
Articles of Association
These are available on the Company’s
website or by application to the
Company Secretary. Any amendment
to the Company’s Articles of
Association may only be made by
passing a special resolution of the
Shareholders of the Company.
Branches outside the UK
The Company does not have any
branches outside the UK.
Political donations
No political donations were made
during the year.
Employees
The Company has no employees and
therefore no employee share scheme
or policies for the employment
of disabled persons or employee
engagement.
Substantial interests in share capital
As at 30 September 2022, the Company had received notification of the following holdings of voting rights
(under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules):
30 September 2022
Number of
Ordinary Percentage
Investor Shares held held
1
Blackmead Infrastructure 51,503,762 29.93
Aviva Investors 14,493,900 8.40
East Riding of Yorkshire 13,238,318 7.69
Rathbones 12,347,373 7.15
Equilibrium Asset Management 11,802,000 6.86
West Yorkshire PF 11,000,000 6.39
Cantor Fitzgerald Ireland 9,072,505 5.27
Privium Fund Management 7, 896,299 4.59
Hargreaves Lansdown stockbrokers (EO) 6,631,223 3.85
1. Based on 172,056,075 Ordinary Shares in issue as at 30 September 2022. The Company has only one class of share.
76 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
2023 AGM
Shareholders are invited to
attend the Company’s AGM to
be held at The Shard, 32 London
Bridge Street, London SE1 9SG on
23February2023. The AGM notice
isset out on pages 112 to 115.
Those Shareholders who are unable
to attend the AGM in person are
encouraged to raise any questions in
advance with the Company Secretary at
fsfc@foresightgroup.eu (pleaseinclude
FSF AGM” in the subject heading).
Questions must be received by
5.30pm on 9 February 2023.
Anyquestions received will be
replied to by either the Investment
Manager or the Board via the
Company Secretary before the AGM.
A Shareholder presentation will be
made on the day and later made
available on the Company’s website
updating Shareholders on the
activities of theyear.
Resolutions to be proposed
at the AGM
Ordinary Resolutions
Resolution One
To receive the Annual Report and
Accounts of the Company for the
year ended 30September2022.
Resolution Two
To approve the Directors
Remuneration Policy included in
the Annual Report for the year
ended 30September2022.
Resolution Three
To approve the Directors
Remuneration Report included
in the Annual Report for the year
ended 30September2022.
Resolution Four
To elect Richard Davidson as a
Director of the Company.
Resolution Five
To elect Sarika Patel as a Director
of the Company.
Resolution Six
To elect Christopher Sutton as a
Director of the Company.
Resolution Seven
To elect Josephine Bush as a
Director of the Company.
Resolution Eight
To appoint Ernst & Young LLP as
auditor to the Company.
Resolution Nine
To authorise the Directors to fix
the auditors remuneration until
the conclusion of the next Annual
General Meeting ofthe Company.
Resolution Ten
That, in addition to all existing
authorities, the Directors be
generally and unconditionally
authorised to allot shares in the
Company. Read more on page 111.
Special Resolutions
Resolution Eleven
That the Directors be and are
empowered to allot equity
securities. Read more on page 112.
Resolution Twelve
That, in addition to all existing
authorities, the Directors be
generally and unconditionally
authorised to allot shares in the
Company. Read more on page 112.
Resolution Thirteen
That, a general meeting, other
than an AGM, may be called on
not less than 14 clear days’ notice.
Recommendation on resolutions
to be proposed at the AGM
The Directors consider the passing
of the resolutions to be proposed at
the AGM to be in the best interests
of the Company and its Shareholders
and likely to promote the success of
the Company for the benefit of its
Shareholders as a whole. Accordingly,
the Directors unanimously recommend
that Shareholders should vote in
favour of the resolutions, as they
intend to in respect of their own
beneficial shareholdings.
Business ethics
As an investment vehicle, the
Company does not provide goods
or services in the normal course
of business and does not have
customers. Accordingly, the Directors
consider that the Company does
not fall within the scope of the
Modern Slavery Act 2015 and is not,
therefore, obliged to make a slavery
and human tracking statement.
Inany event, the Company considers
its supply chains to be low risk.
In line with the requirements of
The Criminal Finances Act 2017,
theDirectors confirm that the
Company has a commitment to
zero tolerance towards the criminal
facilitation of tax evasion.
In order to ensure compliance
with the UK Bribery Act 2010, the
Directors confirm that the Company
has zero tolerance towards bribery
and a commitment to carry out
business openly, honestly and fairly.
In considering the appointment of
Directors, the Company will continue
to show no bias for age, gender, race,
sexual orientation, marital status,
religion, nationality, ethnic or national
origins, or disability.
Going concern
The Directors consider that the
Company has adequate resources to
meet its financial commitments for a
period of 12 months from the date of
approval of the accounts.
The Board regularly monitors the
Company’s ability to continue as
a going concern. The strategic
report describes in detail the
financial position, income and debt
facilities as at 30 September 2022.
TheBoard believes that the Company
remains well placed to navigate
eectively through a prolonged
period of economic uncertainty
and to mitigate the risks presented
by it. The Company has a robust
balance sheet and a high-quality
portfolio of diverse forestry and
aorestationassets.
DIRECTORS’ REPORT CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 77
The Directors have taken into
consideration the current economic
situation, the principal risks facing
the Company, the RCF and liquidity
position. The Directors have also
considered scenario analysis on
the impact of dierent levels of
harvesting across the portfolio,
over varying timescales, on the
Company’s financial position and the
Company’s ability to reduce outflows
were liquid resources to be required.
The Company and the Investment
Manager have been able to ensure
the operational and trading integrity
of the Company and that it has
sucient cash resources to continue
its operations and remain compliant
with its loan covenants for a period
of at least 12 months from the date of
approval of the accounts. Sensitivity
analysis and financial modelling has
been undertaken to support this.
With this information and considering
the nature of the Company’s
business and assets, the Directors
are confident that the Company will
have sucient funds to continue to
meet its liabilities as they fall due
for the going concern assessment
period and have therefore prepared
the Financial Statements on a going
concern basis.
Viability statement
In accordance with the UK Corporate
Governance Code, the Board of
Directors has assessed the viability
of the Company over the five-year
period to 30 September 2027, taking
account of the Company’s current
position, the long-term nature of
the assets in the portfolio and the
potential impact of the principal
risks documented on pages 40
to 43. Based on this assessment,
the Directors have a reasonable
expectation that the Company will
be able to continue in operation and
meet its liabilities as they fall due
over the period to September 2027.
In making this statement, the
Directors have considered and
challenged the reports of the
Investment Manager in relation
to the resilience of the Company,
taking into account its current
position, the principal risks facing it
in severe but reasonable scenarios,
the eectiveness of any mitigating
actions and the Company’s risk
appetite. The Board also considers
the ability of the Company to raise
debt and equity and deploy capital.
As part of this process, the Board
of Directors has also considered the
ongoing viability of the Company’s
long-term and short-term debt
strategies. In August 2022, a
three-year £30million RCF with
two one-year extension options was
signed by one of the Company’s
subsidiaries, increasing the
liquidity of the Company, ofwhich
a proportion can be deployed as
working capital. There is also an
accordion feature that allows for
another £30million.
Sensitivity analysis has also been
undertaken to consider the potential
impact of principal and emerging
risks that could threaten the business
model, future performance, solvency
and liquidity over the period.
In particular, this has considered the
inability to access sucient funding
in the debt and equity markets
and deploy capital to complete
growth expectations, the level of
future timber prices and a reduction
in demand for users of timber,
continued government support for
the voluntary carbon credits market
and the impact of a proportion of
the portfolio not harvesting due to
adverse weather conditions.
The Directors have determined
that a five-year look-forward to
September2027 is an appropriate
period over which to provide
its viability statement. This is
consistentwith the outlook
period used in economic and
other medium-term forecasts
regularly prepared for the Board
by the Investment Manager
and the discussion of any new
strategies undertaken by the Board
in its normal course of business.
Thesereviews consider both
the market opportunity and the
associated risks, principally the
ability to raise third-party funds
and invest capital, or mitigating
actions taken, such as a reduction
of dividends paid to Shareholders or
utilisation of additional borrowings
available underthe RCF.
The Board of Directors concentrated
its eort on the major factors which
aect the economic, regulatory and
political environment. The Board
confirms that it has a reasonable
expectation that the Company will
be able to continue its operations
and meet its liabilities as the fall
due over the five-year period to
September2027.
Disclosure of information
to the auditor
The Directors confirm that:
So far as each Director is
aware, there is no relevant
audit information of which the
Company’s auditor is unaware
The Directors have taken all
the steps that they ought to
have taken as Directors in order
to make themselves aware of
any relevant audit information
and to establish that the
Company’s auditor is aware of
thatinformation
Requirements of the
Listing Rules
Listing Rule 9.8.4 requires the
Company to include specified
information in a single identifiable
section of the Annual Report or a
cross-reference table indicating
where the information is set out.
TheDirectors confirm that there are
no disclosures required in relation to
Listing Rule 9.8.4.
By order of the Board
Foresight Group LLP
CompanySecretary
14 December 2022
78 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
The Directors are responsible for
preparing the strategic report,
theDirectors’ report, the Directors’
remuneration report and the financial
statements in accordance with
applicable laws and regulations.
These financial statements have
beenprepared in accordance with
International Accounting Standards
(“IAS”) in conformity with the
requirements of the Companies Act
2006 and in accordance with UK
adopted International Accounting
Standards (“IAS”) adopted pursuant
to (EU Exit) Regulations 2019.
Company law requires the Directors
to prepare financial statements for
each financial year. Under this law
the Directors must not approve the
financial statements unless they
are satisfied that they give a true
and fair view of the state of aairs
and profit or loss of the Company
for that period. In preparing these
financial statements, the Directors
are required to:
Select suitable accounting policies
and then apply them consistently
Make judgements and accounting
estimates that are reasonable
andprudent
State whether applicable IFRSs
have been followed, subject to
any material departures disclosed
and explained in the financial
statements
Prepare the financial statements
on the going concern basis unless
it is inappropriate to presume
that the Company will continue
inbusiness
The Directors are responsible for
keeping adequate accounting records
that are sucient to show and
explain the Company’s transactions
and disclose with reasonable
accuracy at any time the financial
position of the Company and enable
them to ensure that the financial
statements and the Directors’
remuneration report comply with the
Companies Act 2006 and Article 4
of the IAS Regulation. They are also
responsible for safeguarding the
assets of the Company and hence
for taking reasonable steps for the
prevention and detection of fraud
and otherirregularities.
The Directors are responsible for
the maintenance and integrity of the
corporate and financial information
included on the Company’s website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements
may dier from legislation in other
jurisdictions.
Directors’ responsibility
statement in respect of the
Annual Report and financial
statements
The Directors are responsible for
preparing the Annual Report in
accordance with applicable law and
regulations. The Directors consider
the Annual Report and financial
statements, taken as a whole,
provide the information necessary to
assess the Company’s performance,
business model and strategy and are
fair, balanced and understandable.
Directors’ responsibility
statement under the
Disclosure Guidance and
Transparency Rules
To the best of our knowledge:
The Company’s financial
statements, prepared in
accordance with UK adopted
International Accounting
Standards, give a true and fair
viewof the assets, liabilities,
financial position and profit or
loss of the Company and the
undertakings included in the
consolidation taken as a whole
The Annual Report, including
the strategic report and the
Directors’ report, includes a fair
review of the development and
performance of the business and
the position of the Company and
the undertakings included in the
consolidation taken as a whole,
together with a description of the
principal risks and uncertainties
they face
Richard Davidson
Chair
14 December 2022
DIRECTORS’ RESPONSIBILITIES STATEMENT
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 79
FINANCIAL
STATEMENTS
WHAT’S IN THIS SECTION
Independent auditor’s report 80
Income statement 88
Statement of financial position 89
Statement ofchanges in equity 90
Statement ofcashflows 91
Notes to the audited
financial statements 92
Alternative performance
measures (“APMs”) 109
Company summary 110
Notice of Annual General Meeting 111
Glossary of terms 115
Advisers 116
80 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Opinion
We have audited the financial
statements of Foresight Sustainable
Forestry Company Plc (the
“Company”) for the period from
31August2021 (incorporation
date) to 30September2022 which
comprise the Income Statement,
theStatement of Financial Position,
the Statement of Changes in Equity,
the Statement of Cash Flows and
therelated notes 1to22. The financial
reporting framework that has
been applied in their preparation
is applicable law and UK adopted
international accounting standards.
In our opinion, the financial
statements:
give a true and fair view of
the Company’s aairs as at
30September2022 and of its
profit for the period then ended;
have been properly prepared
in accordance with UK adopted
international accounting
standards; and
have been prepared in accordance
with the requirements of the
CompaniesAct2006.
Basis for opinion
We conducted our audit in
accordance with International
Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our
responsibilities under those standards
are further described in the Auditor’s
responsibilities for the audit of
the financial statements section
of our report. We believe that the
audit evidence we have obtained is
sucient and appropriate to provide
a basis for our opinion.
Independence
We are independent of the Company
in accordance with the ethical
requirements that are relevant to our
audit of the financial statements in
the UK, including the FRC’s Ethical
Standard as applied to listed public
interest entities, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by
the FRC’s Ethical Standard were not
provided to the Company and we
remain independent of the Company
in conducting the audit.
Conclusions relating
to going concern
In auditing the financial statements,
we have concluded that the
Directors’ use of the going concern
basis of accounting in the preparation
of the financial statements is
appropriate. Our evaluation of
the Directors’ assessment of the
Company’s ability to continue to
adopt the going concern basis of
accounting included:
Confirmation of our understanding
of the Company’s going concern
assessment process and engaged
with the Directors and the
Company Secretary to determine
if all key factors were considered
in their assessment.
Inspection of the Directors
assessment of going concern,
including the cash flow forecast,
for the period to 31March2024
which is at least twelve months
from the date these financial
statements were authorised for
issue. In preparing the revenue
forecast, the Company has
concluded that it is able to
continue to meet its ongoing
costsas they fall due.
Review of the factors and
assumptions, including the
impact of the current economic
environment and other significant
events that could give rise to
market volatility, as applied
to the cash flow forecast. We
considered the appropriateness
of the methods used to calculate
the cash flow forecast and
determined, through testing of the
methodology and calculations,
that the methods, inputs and
assumptions utilised were
appropriate to be able to make an
assessment for the Company.
Consideration of the mitigating
factors included in the cash flow
forecast that are within the control
of the Company. We reviewed
the Company’s assessment of
the liquidity of investments held
and evaluated the Company’s
ability to sell those investments
in order to cover working capital
requirements should revenue
decline significantly.
Consideration of the commitments
that have been made with respect
to the purchase of unquoted
investments and made sure that
these have been appropriately
taken account of when preparing
the cash flow forecast.
Review of the Company’s going
concern disclosures included in the
annual report in order to assess
whether the disclosures were
appropriate and in conformity with
the reporting standards.
Based on the work we have
performed, we have not identified
any material uncertainties relating to
events or conditions that, individually
or collectively, may cast significant
doubt on the Company’s ability to
continue as a going concern for the
period covered by the Directors to
31March2024.
In relation to the Company’s
reporting on how they have applied
the UK Corporate Governance Code,
we have nothing material to add or
draw attention to in relation to the
Directors’ statement in the financial
statements about whether the
Directors considered it appropriate
to adopt the going concern basis
ofaccounting.
Our responsibilities and the
responsibilities of the Directors
with respect to going concern are
described in the relevant sections of
this report. However, because not
all future events or conditions can
be predicted, this statement is not a
guarantee as to the Company’s ability
to continue as a going concern.
TO THE MEMBERS OF FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
INDEPENDENT AUDITOR’S REPORT
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 81
Overview of our audit approach
Key audit matters Risk of inaccurate valuation of investments
Materiality Overall materiality of £1.81 million which represents 1% of net assets
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine
our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account
size, risk profile, the organisation of the Company and eectiveness of controls, including controls and changes in the
business environment when assessing the level of work to be performed. All audit work was performed directly by the
audit engagement team which included our valuation specialists.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact companies. The Company
has determined that the impact of climate change could aect the Company’s investments and their valuations. This is
explained in the principal risk section on page41 which forms part of the “Other Information” rather than the audited
financial statements. Our procedures on these disclosures therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise
appear to be materially misstated.
Our audit eort in considering climate change was focused on the adequacy of the Company’s disclosures in the
financial statements as set out in note 2(a) and conclusion that there was no material impact of climate change on the
valuation of investments. We also challenged the Directors’ considerations of climate change in their assessment of
going concern and viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest eect on: the
overall audit strategy, the allocation of resources in the audit; and directing the eorts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
82 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Inaccurate valuation of
investments held through
profit and loss
Refer to the Audit Committee
Report (pages 57 to 59);
Accounting policies (pages
86to89); and Notes10and17
ofthe Financial Statements.
The value of the investments
held through profit and loss
as at 30September2022 was
£146.29million consisting of
forestry assets held through
special purpose vehicles (‘SPVs’)
amounting to £145.66million and
£0.63million of value ascribed to
the progress towards creation of
carbon credits. The Company has
seven subsidiary undertakings
held at fair value under IFRS 10,
which invest into forestry assets.
The valuation of the underlying
forestry assets held through SPVs
is the key driver of the Company’s
net asset value and total return.
Incorrect valuation of the forestry
assets, or a failure to maintain
proper legal title to the forestry
assets held through the SPVs
could have a significant impact
on the portfolio valuation and the
return generated for shareholders.
We performed the following
procedures:
We obtained an understanding
of and evaluated the design and
implementation of processes and
controls around the underlying
forestry asset valuations by
performing a walkthrough.
We engaged our team of EY
valuation specialists to review
the valuations of a sample of
underlying forestry assets and this
included completing the following
procedures:
Obtained and reviewed the
valuation papers prepared
by Savills for the period to
30September2022 to gain
an understanding of the
valuation methodologies and
assumptions used;
Determined whether the
valuations have been
performed in line with the
general valuation approaches
as set out in IFRS13 and the
Red Book guidelines;
Assessed the appropriateness
of data inputs and assumptions
used to support the valuations
for the selected sample of
underlying forestry assets held
through the SPVs;
The results of our procedures
identified no material
misstatements in relation to
the risk of incorrect valuation
of investments held through
profit and loss.
TO THE MEMBERS OF FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
INDEPENDENT AUDITOR’S REPORT CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 83
Risk Our response to the risk
Key observations communicated
to the Audit Committee
Inaccurate valuation of
investments held through
profit and loss continued
The underlying forestry assets
are valued at fair value by the
Directors following a detailed
review and appropriate
challenge of the valuations
proposed by Savills Advisory
Services Limited (“Savills”).
The investment policy applies
methodologies consistent
with the Royal Institution of
Chartered Surveyors (“RICS”)
Valuation – Global Standards
July2017 (“the Red Book).
The value ascribed to the
reflect the progress towards
carbon credits is not material.
The valuation of the underlying
forestry assets held through
the SPVs, and the resultant
impact on the unrealised
gains/(losses), is the area
requiring the most significant
judgement and estimation
in the preparation of the
financial statements and has
been classified as an area of
fraud risk as highlighted below
onpage 84.
Assessed other facts and
circumstances, such as
other comparative market
transactions, aorestation,
carbon credit potential, winter
storm vulnerability, seasonality,
geographical location and
developmental milestones that
may have an impact on the fair
market value of the underlying
forestry assets; and
Held discussions with
Savills to understand the
valuation methodologies
and assumptions used.
Recalculated the unrealised
gains/losses on the
investments held through
profit and loss as at the
period-end using the
book-cost reconciliation
Assessed the adequacy
of the disclosures of
estimates and valuation
assumptions that were
made in accordance
with IFRS 13–Fair Value
Measurement.
For all underlying forestry asset
purchases made during the
period, we obtained supporting
documents from the Investment
Manager such as land registry title
deeds and purchase contracts and
agreed these to the purchase cost
per the accounting records and to
bank statements.
84 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Our application of materiality
We apply the concept of materiality
in planning and performing the audit,
in evaluating the eect of identified
misstatements on the audit and in
forming our audit opinion.
Materiality
The magnitude of an omission or
misstatement that, individually or in
the aggregate, could reasonably be
expected to influence the economic
decisions of the users of the financial
statements. Materiality provides a
basis for determining the nature and
extent of our audit procedures.
We determined materiality for the
Company to be £1.81 million, which
is 1% of net assets. We believe that
net assets provides us with the
most important financial metric on
which shareholders would judge the
performance of the Company.
Performance materiality
The application of materiality at
the individual account or balance
level. It is set at an amount to reduce
to an appropriately low level the
probability that the aggregate
of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments,
together with our assessment of
the Company’s overall control
environment, our judgement was
that performance materiality was
50% of our planning materiality,
namely £0.90million. We have set
performance materiality at this
percentage due to this being the first
period of operations for the Company
and therefore our first audit.
Reporting threshold
An amount below which identified
misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee
that we would report to them all
uncorrected audit dierences in
excess of £0.09million, which is set
at 5%of planning materiality, as well
as dierences below that threshold
that, in our view, warranted reporting
on qualitative grounds.
We evaluate any uncorrected
misstatements against both the
quantitative measures of materiality
discussed above and in light of other
relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the
information included in the annual
report, including the Strategic
report and Governance section set
out on pages 1 to 78, other than the
financial statements and our auditor’s
report thereon. The Directors are
responsible for the other information
contained within the annual report.
Our opinion on the financial
statements does not cover the other
information and, except to the extent
otherwise explicitly stated in this
report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the
other information and, in doing
so, consider whether the other
information is materially inconsistent
with the financial statements or
our knowledge obtained in the
course of the audit or otherwise
appears to be materially misstated.
If we identify such material
inconsistencies or apparent material
misstatements, we are required to
determine whether this gives rise
to a material misstatement in the
financial statements themselves.
If, based on the work we have
performed, we conclude that there
is a material misstatement of the
other information, we are required to
report that fact.
We have nothing to report in this
regard.
Opinions on other
matters prescribed by
the Companies Act 2006
In our opinion the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance
with the Companies Act2006.
In our opinion, based on the work
undertaken in the course of the audit:
the information given in the
strategic report and the Directors’
report for the financial period for
which the financial statements are
prepared is consistent with the
financial statements; and
the strategic report and Directors’
report have been prepared in
accordance with applicable legal
requirements.
TO THE MEMBERS OF FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
INDEPENDENT AUDITOR’S REPORT CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 85
Matters on which we are
required to report by exception
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course
of the audit, we have not identified
material misstatements in the strategic
report or Directors’ report.
We have nothing to report in respect
of the following matters in relation
to which the Companies Act 2006
requires us to report to you if, in
ouropinion:
adequate accounting records have
not been kept, or returns adequate
for our audit have not been
received from branches not visited
by us; or
the financial statements and the
part of the Directors’ Remuneration
Report to be audited are not in
agreement with the accounting
records and returns; or
certain disclosures of Directors’
remuneration specified by law are
not made; or
we have not received all the
information and explanations we
require for our audit.
Corporate
Governance Statement
We have reviewed the Directors
statement in relation to going
concern, longer-term viability
and that part of the Corporate
Governance Statement relating
tothe Company’s compliance with
the provisions of the UK Corporate
Governance Code specified for our
review by the Listing Rules.
Based on the work undertaken as
part of our audit, we have concluded
that each of the following elements
of the Corporate Governance
Statement is materially consistent
with the financial statements or our
knowledge obtained during the audit:
Directors’ statement with regards
to the appropriateness of
adopting the going concern basis
of accounting and any material
uncertainties identified set out
onpage77;
Directors’ explanation as to its
assessment of the Company’s
prospects, the period this
assessment covers and why the
period is appropriate set out
onpage76;
Director’s statement on whether
it has a reasonable expectation
that the Company will be able to
continue in operation and meets
its liabilities set out on page77;
Directors’ statement on fair,
balanced and understandable set
out on page78;
Board’s confirmation that it has
carried out a robust assessment
ofthe emerging and principal risks
set out on page56;
The section of the annual report
that describes the review of
eectiveness of risk management
and internal control systems set
out on page58; and;
The section describing the work
of the audit committee set out
onpage58.
Responsibilities of Directors
As explained more fully in the
Directors’ responsibilities statement
set out on page78, the Directors
are responsible for the preparation
of the financial statements and for
being satisfied that they give a true
and fair view, and for such internal
control as the Directors determine is
necessary to enable the preparation
of financial statements that are free
from material misstatement, whether
due to fraud or error.
In preparing the financial statements,
the Directors are responsible for
assessing the Company’s ability
to continue as a going concern,
disclosing, as applicable, matters
related to going concern and
using the going concern basis of
accounting unless the Directors
either intend to liquidate the
Company or to cease operations, or
have no realistic alternative but to
do so.
86 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
We assessed the susceptibility
of the Company’s financial
statements to material
misstatement, including how fraud
might occur by considering the
key risks impacting the financial
statements. We identified a fraud
risk with respect to inaccurate
valuation of investments. Further
discussion of our approach is set
out in the key audit matter above.
Based on this understanding we
designed our audit procedures
to identify non-compliance with
such laws and regulations. Our
procedures involved review of the
Company Secretary’s reporting
tothe Directors with respect to
the application of the documented
policies and procedures and
review of the financial statements
to ensure compliance with
the reporting requirements of
theCompany.
A further description of our
responsibilities for the audit of the
financial statements is located on
the Financial Reporting Councils
website at https://www.frc.org.
uk/auditorsresponsibilities. This
description forms part of our
auditor’s report.
However, the primary responsibility
for the prevention and detection of
fraud rests with both those charged
with governance of the Company
andmanagement.
We obtained an understanding
of the legal and regulatory
frameworks that are applicable
to the Company and determined
that the most significant are
those that relate to the reporting
framework (UK adopted
international accounting
standards, the Companies
Act 2006, the Listing Rules,
the Association of Investment
Companies Code of Corporate
Governance, The Association of
Investment Companies Statement
of Recommended Practice,
the Companies (Miscellaneous
Reporting) Regulations 2018) and
Section 1158 of the Corporation
Tax Act 2010.
We understood how the
Company is complying with those
frameworks through discussions
with the Audit Committee and
Company Secretary, review of
board minutes and the Company’s
documented policies and
procedures.
Auditors responsibilities for the
audit of the financial statements
Our objectives are to obtain
reasonable assurance about whether
the financial statements as a whole
are free from material misstatement,
whether due to fraud or error, and
to issue an auditor’s report that
includes our opinion. Reasonable
assurance is a high level of assurance,
but is not a guarantee that an audit
conducted in accordance with ISAs
(UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud
or error and are considered material
if, individually or in the aggregate,
they could reasonably be expected
to influence the economic decisions
of users taken on the basis of these
financial statements.
Explanation as to what extent the
audit was considered capable of
detecting irregularities, including
fraud
Irregularities, including fraud,
are instances of non-compliance
with laws and regulations. We
design procedures in line with our
responsibilities, outlined above, to
detect irregularities, including fraud.
The risk of not detecting a material
misstatement due to fraud is higher
than the risk of not detecting one
resulting from error, as fraud may
involve deliberate concealment by,
for example, forgery or intentional
misrepresentations, or through
collusion. The extent to which our
procedures are capable of detecting
irregularities, including fraud is
detailed below.
TO THE MEMBERS OF FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC
INDEPENDENT AUDITOR’S REPORT CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 87
Other matters we
are required to address
Following the recommendation
from the Audit Committee, we
were appointed by the Company
on 24November2021 to audit the
financial statements for the period
ending 30September2022 and
subsequent financial periods.
The period of total uninterrupted
engagement including previous
renewals and reappointments is
1year, covering the period ended
30September2022
The audit opinion is consistent
with the additional report to the
Audit Committee.
Use of our report
This report is made solely to the
Company’s members, as a body, in
accordance with Chapter3 of Part16
of the CompaniesAct2006. Our
audit work has been undertaken
so that we might state to the
Company’s members those matters
we are required to state to them
in an auditor’s report and for no
other purpose. To the fullest extent
permitted by law, we do not accept
or assume responsibility to anyone
other than the Company and the
Company’s members as a body, for
our audit work, for this report, or for
the opinions we have formed.
Mike Gaylor
(Senior statutory auditor)
for and on behalf of
Ernst & Young LLP, Statutory Auditor
London
14 December 2022
88 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Revenue Capital Total
Notes £’000 £’000 £’000
Return on investment 4 904 10,120 11,024
Total income 904 10,120 11,024
Investment management fees 5 (1,071) (1,071)
Other expenses 6 (1,166) — (1,166)
Total expenses (2,237) — (2,237)
Profit/(loss) before tax (1,333) 10,120 8,787
Tax 8 — — —
Profit/(loss) for the period (1,333) 10,120 8,787
Earnings/(losses) per share (pence) 9 (0.9) 7.1 6.2
All results are derived from continuing operations.
The supplementary revenue and capital columns are presented for information purposes in accordance with the
Statement of Recommended Practice issue by The Association of Investment Companies (“AIC).
There are no items of other comprehensive income in the current period, other than the profit for the period,
andtherefore no separate statement of comprehensive income has been presented.
The accompanying notes on pages 92 to 109 form an integral part of the financial statements.
INCOME STATEMENT
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 89
30 September
2022
Notes £’000
Non-current assets
Investments at fair value through profit or loss 10 146,291
Total non-current assets 146,291
Current assets
Trade and other receivables 11 852
Cash and cash equivalents 16 34,326
Total current assets 35,178
Total assets 181,469
Current liabilities
Trade and other payables 12 (886)
Total current liabilities (886)
Total liabilities (886)
Net assets 180,583
Equity
Called up share capital 13 1,721
Share premium 13 170,075
Revenue reserve 14 (1,333)
Capital reserve 14 10,120
Total Shareholders’ funds 180,583
Net assets per share (pence per share) 15 105.0
The financial statements were approved and authorised for issue by the Board of Directors on 14 December 2022.
They were signed on its behalf by:
Richard Davidson
Chair
The accompanying notes on pages 92 to 109 form an integral part of the financial statements.
AS AT 30 SEPTEMBER 2022
STATEMENT OF FINANCIAL POSITION
90 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Called up Share Capital Revenue
share capital premium reserve reserve Total
£’000 £’000 £’000 £’000 £’000
Balance at incorporation — — — — —
Gross proceeds from share issue
1,721 173,279 — — 175,000
Share issue costs — (3,204) — (3,204)
Total comprehensive income
for the period 10,120 (1,333) 8,787
Net assets attributable to
Shareholders at 30 September 2022 1,721 170,075 10,120 (1,333) 180,583
The accompanying notes on pages 92 to 109 form an integral part of the financial statements.
The Company’s distributable reserves consist of the capital reserve attributable to fair value unrealised gains on the
Fund portfolio’s valuation.
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 91
For the
period ended
30 September
2022
£’000
Profit for the period 8,787
Adjustments for:
Net profit on investments at fair value through profit and loss (10,120)
Operating cash flows before movements in working capital (1,333)
Cash flows from operating activities
(Increase) in Trade and other receivables (852)
Increase in Trade and other payables 886
Net cash inflow from operating activities (1,299)
Cash flows from investing activities
Purchase of investments (136,171)
Net cash used in investing activities (136,171)
Cash flows from financing activities
Gross proceeds from share issue 175,000
Share issue costs (3,204)
Net cash inflow from financing activities 171,796
Net increase in cash and cash equivalents 34,326
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period 34,326
The accompanying notes on pages 92 to 109 form an integral part of the financial statements.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
92 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS
2. Significant accounting
policies
(a) Basis of preparation
The set of financial statements
has been prepared in accordance
with UKadopted International
Accounting Standards. The financial
statements have been prepared
under the historical cost convention
as modified by the revaluation
of certainassets and on a going
concern basis. The accounting
policies set out below have, unless
otherwise stated, been applied
consistently to the period presented
in these financialstatements.
These financial statements have also
been prepared in accordance with
the Statement of Recommended
Practice: Financial Statements
of Investment Trust Companies
and Venture Capital Trusts
(“SORP”) issued in April 2021 by
the Association of Investment
Companies(“AIC”).
There are several amendments and
standards that have been issued and
will be eective in future periods
however, none of these are expected
to have a material eect.
The following standards became
eective during the period and did
not have a material impact on the
Company’s reported results:
Reference to the Conceptual
Framework – Amendments to
IFRS 3 (applicable for annual
periods beginning on or after
1January2022);
Property, Plant and Equipment:
Proceeds Before Intended Use –
Amendments to IAS 16 (applicable
for annual periods beginning on or
after 1January2022);
1. General information
(a) Statutory Information
Foresight Sustainable Forestry
Company Plc (the “Company” or
FSF”), a public limited company
limited by shares, was incorporated
and registered in England and Wales
on 31 August 2021 with registered
number 13594181 pursuant to
the Companies Act 2006. The
Company’s registered address is
C/O Foresight Group, The Shard,
32 London Bridge Street, London,
United Kingdom, SE1 9SG.
(b) Corporate structure
The Company has one investment,
FSFC Holdings Limited, and FSFC
Holdings Limited in turn has one
investment, FSFC Holdings 2 Limited;
together this is the “Group”.
FSFC Holdings 2 Limited has three
investments: FSFC Company 1
Limited, Blackmead Forestry Limited
and Blackmead Forestry II Limited.
Blackmead Forestry Limited has two
investments: Coull Forestry Limited
and Fordie Estates Limited. These
five entities together are the special
purpose vehicles or “SPVs”.
The Group’s principal activity is
investing in UK forestry, aorestation
and natural capital assets.
The audited financial statements of
the Company are for the period from
incorporation on 31 August 2021
to 30 September 2022 and have
been prepared on the basis of the
accounting policies set out below.
The financial statements comprise
only the results of the Company,
as its direct investments in FSFC
Holdings Limited, FSFC Holdings
2 Limited, and all underlying SPVs
thereafter, are measured at fair
value as detailed in the significant
accounting policies below.
Onerous Contracts – Costs
of Fulfilling a Contract –
Amendments to IAS 37 (applicable
for annual periods beginning on or
after 1January2022);
AIP IFRS 1 First-time Adoption of
International Financial Reporting
Standards – Subsidiary as a
First-time Adopter (applicable for
annual periods beginning on or
after 1January2022);
AIP IFRS 9 Financial Instruments
– Fees in the “10 per cent” Test
for Derecognition of Financial
Liabilities (applicable for annual
periods beginning on or after
1January2022);
AIP IAS 41 Agriculture – Taxation
in Fair Value Measurements
(applicable for annual
periods beginning on or after
1January2022); and
Annual improvements to
IFRS standards 2018-2020
Cycle (eective for annual
periods beginning on or after
1January2022).
IFRS 10 Consolidated Financial
Statements
IFRS 10 requires an entity that
controls (meaning it is exposed, or
has rights, to variable returns from
its involvement with the investee
entity and has the ability to aect
those returns through its power
over the investee) one or more other
entities, to present consolidated
financial statements. Consolidated
financial statements consist of assets,
liabilities, equity, income, expenses
and cash flows of a parent and its
subsidiaries as those of a single
economic entity. Notwithstanding the
application of IFRS 10 in establishing
the Fund as an investment entity, the
standard has not been adopted in full
in as far as presenting consolidated
financial statements, as the Fund has
presented these financial statements
on a fair value basis instead, pursuant
to IFRS 13.
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 93
IFRS 16 Leases
IFRS 16 requires lessees to
accountforall leases under a single
on-balance sheet model in a similar
way to finance leases under IAS 17.
Lessor accounting is substantially
unchanged from today’s accounting
under IAS17. Lessors will continue
to classify all leases using the same
classification principle as in IAS 17
and distinguish between two types
of leases: operating and finance
leases. The standard requires lessees
and lessors to make more extensive
disclosures than under IAS 17. IFRS
16 is eective for annual periods
beginning on or after 1 January 2019,
however early adoption is permitted.
The Fund is neither a lessor nor
lessee, thus has not adopted
thisstandard.
These financial statements are
presented in sterling (£) and
rounded to the nearest thousand
unless otherwise stated. They have
been prepared on accounting
policies, significant judgements,
keyassumptions and estimates set
out below.
These financial statements constitute
statutory accounts as defined in
Section 434(3) of the Companies
Act 2006 as they are audited.
The financial statements include
all information and disclosures
required in annual audited financial
statements.
The audited financial statements
incorporate the financial statements
of the Company only.
Any estimates and underlying
assumptions are reviewed on
a regular basis and revisions
to accounting estimates are
recognised in the period when
they occur and in any future period
aected. Thesignificant estimates,
judgements or assumptions are set
out on pages92 and 93.
This is the Company’s first
accounting period, so there are
nocomparatives.
(b) Going concern
The Directors have adopted the
going concern basis in preparing the
Annual Report. In their assessment
of going concern they have reviewed
comprehensive cash flow forecasts
prepared by the Investment Manager
and believe based on the forecasts
and an assessment of the Company’s
cash position and liquidity of
the investment portfolio that the
Company will continue in operational
existence for at least 12 months from
the date of approval of the financial
statements and therefore consider it
appropriate to prepare the financial
statements on a going concern
basis. As at 30 September 2022, the
Company had net assets of £180.6
million including £34.3 million of cash
which are sucient to meet current
obligations as they fall due.
The Directors have also assessed the
impact of significant potential risks to
the operations of the Company since
incorporation and the principal risks
in the UK forestry and aorestation
markets including the various risk
mitigation measures in place and do
not consider this to have a material
impact on the assessment of the
Company as a going concern.
Market risk
The Company has assessed its
potential exposure to being
negatively impacted by a sudden
loss of revenue stream. Therelevance
of this risk has been significant
given the recent impacts made
by the COVID-19 pandemic and
the Ukraine-Russia conflict.
TheCompany has assessed these
risks alongside the potential risk
of similar events having a negative
impact on revenue recoverability.
The potential impacts of such market
risks include, but are not limited to:
(i) Material reductions in timber
pricesrecoverable from the SPVs
(ii) Material reductions in demand for
timber in the United Kingdom
(iii) Material reductions in forecasted
revenues earned from the sale of
carbon credits
(iv) Change to the UK Woodlands
Grantscheme
Each of the above potential impacts
could have a direct influence on the
amount that can be distributed to
the Company by its subsidiaries.
Foresight has reviewed the
portfolio’s exposure to these risks
and has concluded that if, even in
the unlikely case, these adverse
impacts on revenue recoverability
are material, the Company should
still have sucient funds to continue
operations for the foreseeable future.
If such impacts were to continue on a
long-term basis, continued monitoring
processes would need to be actioned.
94 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
(d) Key judgements
Fair valuation of investment
assets
The market value of the Company’s
underlying investment portfolio
held through its SPVs consisting
of Forestry, Aorestation and
Non-core assets (investment
portfolio/properties) is determined
by anexternal valuer (see note 10) to
bethe estimated amount for which
an asset should exchange on the date
of the valuation in an arm’s-length
transaction. Properties have been
valued on an individual basis.
Theexternal valuer prepares their
valuations in accordance with the
RICS Valuation – Global Standards
July 2017 (the “Red Book). Factors
reflected comprise current market
conditions including the comparable
market value of similar freehold
forestry assets, the potential
uplift in land value above current
in-use value (relevant to planting
land), thelocation and situation
of individual assets, potential
vulnerability to winter storms and the
developmental status of properties
(if aorestation). The market
conditions stated are assessed on
a bi-annual basis. Thesignificant
methods and assumptions used by
the external valuers in estimating the
fair value of investment assets are
set out in note10. The carbon credits
valuation are not determined by an
external valuer and are subject to
Directors’ judgement and estimation.
2. Significant accounting
policies continued
(b) Going concern continued
Liquidity risk
Due to the nature of the Company’s
operation and deployment strategy,
there could be potential exposure
to liquidity risk, whereby the
entity would encounter diculties
in paying its financial liabilities.
TheDirectors have considered this
risk and are satisfied that FSF has
adequate financial resources to
settle its recurring expenses for
the foreseeable future, based on
evidence provided from cash flow
forecasting and sensitivity testing to
satisfy both the Investment Manager
and the Directors that the Company
has sucient funds available.
The Directors are satisfied that FSF
has sucient resources to continue
to operate for the foreseeable future,
a period of not less than 12months
from the date of this report.
Accordingly, they have adopted the
going concern basis in preparation of
these financial statements.
(c) Segmental reporting
The Directors are of the opinion
that the Company is engaged in a
single segment of business, being
investment in UK forestry and
aorestation assets, to generate
real returns for investors as well as
capital appreciation. Thefinancial
information used by the Board to
allocate resources and manage the
Company presents the business
as a single segment comprising a
homogeneous portfolio.
(e) Taxation
Income taxes
Income taxes represent the sum of
the tax currently payable, withholding
taxes suered and deferred tax.
Taxischarged or credited in the
statement of comprehensive income,
exceptwhere it relates to items
charged or credited directly to
equity, in which case the tax is also
dealt with inequity.
The tax currently payable is based on
the taxable profit for the year. This
may dier from the profit included
in the statement of comprehensive
income because it excludes items of
income or expense that are taxable
or deductible in other years and it
further excludes items that are never
taxable or deductible. Toenable
the tax charge to be based on the
profit for the year, deferred tax
is provided in full on temporary
timing dierences, at the rates of
tax expected to apply when these
dierences crystallise.
Deferred tax assets are recognised
only to the extent that it is probable
that sucient taxable profits will be
available against which temporary
dierences can be set o. In practice,
some assets that are likely to give rise
to timing dierences will be treated as
capital for tax purposes. Given capital
items are exempt from tax under the
Investment Trust Company rules,
deferred tax is not expected to be
recognised on these balances.
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 95
All deferred tax liabilities are oset
against deferred tax assets, where
appropriate, in accordance with the
provisions of IAS 12. The carrying
amount of deferred tax assets is
reviewed at each balance sheet
date and reduced to the extent
that it is no longer probable that
sucient taxable profits will be
available to allow all or part of the
asset to be recovered.
3. Basis of consolidation
The Company’s objective is
to invest in UK forestry and
aorestation assets through its
holding companies, which will
typically issue equity and loans to
finance the investments.
Assessment as an
investment entity
IFRS 10 Consolidated Financial
Statements sets out the following
essential criteria, necessary for a
company to be considered as an
investment entity.
Definition of an investment entity/
trust:
It must obtain funds from
multiple investors for the
purpose of providing its
investment management
services to those investors
It must commit to its investors
that its business purpose is to
invest funds solely for returns
from capital appreciation,
investment income, or both.
Similarly, the entity must ensure
there is also an exit strategy for
such investments
It must measure and evaluate
the performance of its
investments on a fair value basis
In assessing whether the Company
meets the definition of an
investment entity set out in IFRS
10, the Directors notethat:
The Company is an investment
company that invests funds
obtained from multiple investors
in a diversified portfolio of UK
forestry and aorestation assets
and has appointed Foresight
Group as the Investment
Manager to manage the
Company’s investments
The Company’s purpose
is to invest funds with the
intention of providing real
returns to investors and
capital appreciation driven by
global demand for timber. The
Company’s exit strategy will
depend on factors of portfolio
balance and/or profit
The Board evaluates the
performance of the Company’s
investments on a fair value
basis as part of the quarterly
management accounts review
and the Company values
its investments on a fair
value basis driven by a RICS
valuation provided by Savills
(the “external valuer”) using
various assumptions to reflect
current market conditions. This
includes, amongst other factors,
the comparable market value of
similar freehold forestry assets.
These fair value assessments
happen on a bi-annual basis and
are included in the Company’s
annual and interim financial
statements, with the movement
in the valuations taken to the
statement of comprehensive
income and is therefore
measured within itsearnings
The Directors have concluded
that the Company meets the
definition of an investment entity
in accordance with IFRS 10 after
evaluation of the relevant criteria.
The Directors continue to consider
the Company demonstrates the
characteristics and meets the
requirements to be considered
aninvestment entity.
IFRS 10 states that investment
entities are required to hold
subsidiaries at fair value through
profit or loss rather than
consolidation on a line-by-line
basis; this means that the Group’s
cash, debt and working capital
balances are included in the fair
value of the investment instead
of in the Company’s assets and
liabilities. TheCompany has one
investee, namely FSFC Holdings
Limited, which invests the funds
of the FSF investors on its behalf
and is eectively performing
investment management services
on behalf of several unrelated
beneficiary investors.
96 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
4. Return on investment and interest income
Period from
incorporation on
31 August 2021
to 30 September
2022
£’000
Unrealised fair value movement of investments 10,120
Interest Income – Loans to direct subsidiary 852
Interest Income Bank 52
Total 11,024
5. Investment management fees
Period from
incorporation on
31 August 2021
to 30 September
2022
£’000
Investment management fee 1,071
Total 1,071
Foresight Group LLP was appointed as the Investment Manager for the Company under an Investment Management
Agreement. Under the terms of the agreement, the Investment Manager is entitled to a management fee from the
Company, which is calculated quarterly in arrears at 0.85% of NAV per annum up to £500 million and 0.75% per
annuminexcess of £500 million.
The Company paid £687,218 during the period. Investment management fees of £384,092 were billed at the period
end and remained to be paid to Foresight Group LLP.
6. Operating expenses
Period from
incorporation on
31 August 2021
to 30 September
2022
£’000
Director fees and expenses 140
Administration fees 104
Legal costs 120
Audit fees 118
Other expenses 684
Total 1,166
Other expenses include adviser fees, independent valuer fees, broker fees, depository fees and other company-related costs.
The Company had no employees during the period (30 September 2022: nil). There was no Directors’ remuneration for
theperiod other than the fees detailed in note 19.
Included within other expenses is an amount of £118,250 to Ernst & Young LLP for the audit of the Company for the
periodended 30 September2022.
Details of Directors’ fees are set out in note 22.
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 97
7. Dividends
The Company did not pay any dividends in the period from incorporation to 30 September 2022.
8. Taxation
The Company received notice on 11 November 2021 confirming it is an approved Investment Trust for accounting
periods commencing on or after 23 November 2021. The approval is subject to the Company continuing to meet
theeligibility conditions of Section 1158 of the Corporation Taxes Act 2010. Furthermore, there are also ongoing
requirements for approvedcompanies in Chapter 3 of Part 2 Investment Trust (Approved Company) (Tax) Regulations
2011 (StatutoryInstrument 2011/2999). Tomaintain its ITC status, the Company must adhere to the following
conditions throughout anaccounting period:
(i) The Company must not be a closed company at any time in anaccounting period
(ii) An investment trust must not retain in respect of an accounting period an amount which is greater than 15% of its
income for the accounting period and the relevant distribution must be distributed before the filing date for the
investment trust’s company tax return for the period
(iii) An investment trust must notify HMRC of a revised investment policy before the filing date for its tax return for
theaccounting period in which the investment policy was revised
(iv) An investment trust must notify HMRC in writing of a breach of any of the conditions in Section 1158 or any of
therequirements in the regulations as soon as possible after the investment trust becomes aware of the breach
The Company regularly monitors the conditions required to maintain ITCstatus.
Current year
ended
30 September
2022
£’000
Current taxes
Current year
Total income tax charge in the statement of comprehensive income
Total as at
Revenue Capital 30 September
reserve reserve 2022
Current year ended 30 September 2022 £’000 £’000 £’000
Profit before tax (1,333) 10,120 8,787
Profit before tax multiplied by rate
of corporation tax in the UK of 19% (2021: 19%) (253) 1,923 1,670
Eects of:
Non-taxable capital profits due to UK approved
investment trust company status (1,923) (1,923)
Non-taxable dividend income — — —
Dividends designated as interest distributions — — —
Temporary dierences on which deferred tax is not recognised 253 — 253
Total income tax charge in the statement of comprehensive income
98 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
8. Taxation continued
Analysis of tax expense
There was no corporation tax payable during the period from incorporation on 31 August 2021 to 30 September 2022.
As a result, the tax charge for the period is £nil. Investment gains are exempt from tax owing to the Company’s status
as an investment trust.
Reconciliation of income taxes in the statement of comprehensive income
The tax charge for the period is dierent from the standard rate of corporation tax in the UK, currently 19% (2021: 19%), and
the dierence is explained below:
Factors that may affect future total tax charges
Following the March 2022 Budget, the corporation tax rate will increase from 19% to 25% with eect from April 2023.
The Company is recognised as an ITC for this interim accounting period and is taxed at the current main rate of 19%.
At the period end, there is a potential deferred tax asset of £253,194 in relation to excess management expenses carried
forward. The deferred tax asset is unrecognised at the period end in line with the Company’s stated accounting policy.
9. Earnings per share
Capital Revenue
reserve reserve Total
Revenue and capital profit attributable to equity
holders of the Company (£’000) 10,120 (1,333) 8,787
Average number of Ordinary Shares issued (‘000) 142,847 142,847 142,847
Profit per share at 30 September 2022 (pence) 7.1 (0.9) 6.2
10. Investments at fair value through profit and loss
Period from
incorporation on
31 August 2021
to 30 September
2022
£’000
Fair value at start of the period
Loans to intermediate holding companies 21,821
Equity investment in holding companies 114,350
Unrealised gain on investments at fair value 10,120
Total 146,291
There is a loan between FSF and FSFC Holdings Limited for £21,821,094. The rate of interest on the loan is7% per
annum. Interest accrued at the period end and outstanding at the reporting date was £852,198.
The Company owns 11,435,005,921 shares in FSFC Holdings Limited that were purchased for a consideration of
£0.01per share.
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 99
Fair value investments
The Investment Manager has carried out fair value market valuations of the underlying SPV investments as at
30September2022 on a RICS basis, as performed by Savills. The Directors have approved the methodology used, as
well as confirming their understanding of all underlying key assumptions applicable. All SPV investments are at fair
value through profit or loss and are valued using the IFRS 13 framework for fair value measurement.
Savills includes all investments under ownership by FSF in their portfolio valuation, for both aorestation and forestry
properties. The valuations have been prepared in accordance with the RICS Valuation – Global Standards July 2017
(the “Red Book”) and incorporate the recommendations of the International Valuation Standards, which are consistent
with the principles set out in IFRS 13.
Savills, in forming its opinion, makes various assumptions on the basis of current market conditions; the following are
the key assumptions are made:
Fair value of assets
Savills employs a “comparable approach” by analysing comparable market value(s) of similar freehold forestry
and aorestation assets from recent transactions, when assessing what fair value is reasonable to attribute to
assets with similar features, held by subsidiaries of FSF
Planting land value
Savills includes a reasonable view of the potential for aorestation sites’ value uplift over time, rather than
viewing the current value of these sites as only attributable to their current use as grazing land
Savills takes account of the relevant stage each site is currently at of the forestry grant application process when
reaching a judgement
Location and situation
Due to the assets under ownership being located across the UK (Scotland, North England and Wales),
Savillsaccounts for the potential dierences in market interest associated in dierent locations
Winter storm vulnerability
Savills makes assessments on the basis of the extent of damage suered by sites due to extreme windblow
incidents. Where damage is extensive, Savills will make prudent adjustments to the value of the site, if it is
evident that some of the aected timber may be challenging to recover
Developmental status of aorestation sites
Due to the nature of operations for the aorestation assets, Savills applies reassessments as to the value of an
asset when a newdevelopmental milestoneoccurs
In addition, the Investment Manager believes the Red Book valuation does not include any value in relation to progress
in units (PIUs”) as at 30 September 2022 and has therefore calculated an estimated value on the progress made on
obtaining the rights to PIUs as to date no PIUs have been authorised by the Woodland Trust.
Fair value hierarchy
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole – these levels are defined, as per IFRS 13, below:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
The Company considers that all of its investments fall within Level 3 of the fair value hierarchy as defined by IFRS 13.
There have been no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers
between Level 2 and Level 3 during any of the periods.
The valuations have been prepared on the basis of market value, which is defined in the RICS Valuation Standards as:
The estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a
willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion.”
Market value as defined in the RICS Valuation Standards meets the requirements of fair value defined under IFRS.
100 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
11. Trade and other receivables
Period from
incorporation on
31 August 2021
to 30 September
2022
£’000
Interest receivable from subsidiaries 852
Total 852
12. Trade and other payables
Period from
incorporation on
31 August 2021
to 30 September
2022
£’000
Creditors 477
Accruals 385
Intercompany account 24
Total 886
The total for creditors as at 30 September 2022 includes an amount of £384,092 relating to investment management
feescharged by Foresight Group LLP to services provided during the period. Similarly, an amount of £31,373 relating
to administration servicesfees has also been charged by Foresight Group LLP.
13. Share capital
Number
of shares
Allotted share capital, issued and fully paid:
Opening balance at incorporation on 31 August 2021
Allotted upon incorporation
Issue of Ordinary Shares at 1 pence per share (31 August 2021) 1
Allotted since incorporation
Issue of management shares at 1 pence per share (12 October 2021) 50,000
Allotted/redeemed following admission to London Stock Exchange
Ordinary Shares issued at Initial Public Oering (19 November 2021) 130,000,000
Management shares redeemed (50,000)
Ordinary Shares issued on 28 June 2022 42,056,074
Total number of Ordinary Shares at 30 September 2022 172,056,075
Period from
incorporation on
31 August 2021
Share Share to 30 September
capital premium 2022
£’000 £’000 £’000
Opening balance (at incorporation) — — —
Shares issued at IPO 1,721 173,279 175,000
Costs associated with IPO (3,204) (3,204)
Total 1,721 170,075 171,796
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 101
Prior to IPO, one Ordinary Share was in issue, owned by Foresight Group LLP. The initial placing of 130,000,000
Ordinary Shares took place on 24 November 2021, raising gross proceeds of £130,000,000. EachOrdinary Share has
equal rights to dividends and has equal rights to participate in a distribution arising from awinding-up of theCompany.
The second placing of 42,056,074 Ordinary Shares took place on 28 June 2022, raising gross proceeds of
£44,999,999. Each Ordinary Share has equal rights to dividends and has equal rights to participate in a distribution
arising from a winding-up of the Company.
The total number of Ordinary Shares in issue as at 30 September 2022 was 172,056,075. The Company has not issued
any further Ordinary Shares.
The issue costs of £3,204,130 relating to fundraising throughout the period were oset against the share
premiumaccount.
14. Retained earnings
30 September
Revenue Capital 2022
£’000 £’000 £’000
Opening balance — — —
Profit/(loss) for the period (1,333) 10,120 8,787
Special distributable reserve — — —
Dividends paid — — —
Closing balance (1,333) 10,120 8,787
15. Net Asset Value per Ordinary Share
The total net asset per Ordinary Share is based on the net assets attributable to equity Shareholders as at
30September 2022 of £180.6 million and Ordinary Shares in issue of 172,056,075.
30 September
2022
NAV (£m) 180.6
Number of Ordinary Shares issued (million) 172.1
Net Asset Value per share (pence)
105.0
16. Cash and cash equivalents
At period end, the Company held cash and cash equivalents of £34.3 million. This balance was held by HSBC Bank plc.
30 September
2022
£’000
Cash and cash equivalents:
HSBC Bank plc – Current Account 4,283
HSBC Bank plc – Liquidity Fund 30,043
Total cash and cash equivalents 34,326
102 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
17. Financial instruments
Financial instruments by category
The Company held the following financial instruments at 30 September 2022. There have been no transfers of
financialinstruments between levels of the fair value hierarchy. There are no non-recurring fair value measurements.
Financial Financial Financial
assets held assets at fair liabilities
Cash and bank at amortised value through at amortised
balances cost profit or loss cost Total
£’000 £’000 £’000 £’000 £’000
Non-current assets
Investments at fair value through
profit or loss (Level 3) — — 146,291 — 146,291
Current assets
Trade and other receivables 852 — — 852
Cash and cash equivalents 34,326 — — — 34,326
Total financial assets 34,326 852 146,291 181,469
Current liabilities
Trade and other payables — — — (886) (886)
Total nancial liabilities — — — (886) (886)
Net financial instruments 34,326 852 146,291 (886) 180,583
The Company holds its portfolio of assets at fair value. These assets are held through the Company’s underlying
subsidiaries/intermediate holding companies (“the Group”). The assets in the Group are valued in accordance with
RICS Valuation – Global Standards July 2017 (the “Red Book”) methodology, with inspections conducted by an
independent valuer (“Savills”) at the end of the period.
Savills’ fair value assessment of the assets has been completed on a comparable basis by looking at recent transactions
of similar assets, to assess current market value, outlined in note 10. As a management review control, the Investment
Manager applies discounted cash flow approach (“DCF”) to value the assets, to provide a precision level for validation
of the fair value presented by Savills. Whilst the two methodologies dier, the Investment Manager has recorded an
immaterial dierence between the respective portfolio valuation results in both the interim period and the year-end period.
The Directors consider the DCF methodology used by the Investment Manager to validate the Red Book valuation to
be appropriate. The Board and Investment Manager annually review the valuation inputs and, where possible, make
use of observable market data to ensure valuations reflect fair value of the assets. A broad range of assumptions are
used in the valuation which are based on long-term forecasts and are not aected by short-term fluctuations in inputs,
be it economic or operational.
For management control purposes of comparing the two valuations on a like for like basis, neither the DCF valuation
nor RICS valuation conducted by Savills include explicit recognition of Verified Carbon (“VC”) value. The Manager has
therefore calculated an estimated value on the progress made on obtaining the rights to PIUs as to date no PIUs have
been authorised by the Woodland Trust.
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 103
Sensitivity analysis of the portfolio
The sensitivity of the portfolio to changes in mature forestry asset valuation is as follows:
The portfolio valuation of mature forestry and aorestation assets is based on the RICS Red Book valuation approach.
The Directors consider the Red Book market value of the assets which is a combination of several factors, including
timber growth rates, weighted age distribution and yield class to be the most important unobservable input
underpinning the valuation methodology described on page 47. The Directors believe that the provision of market
value sensitivity analysis of mature forestry, aorestation and mixed forestry and aorestation assets is appropriate to
align with the Company’s portfolio composition.
Mature forestry asset valuation
The sensitivity of the portfolio to changes in mature forestry asset valuation is as follows:
The independent valuer conducts inspections of all mature forestry assets on a semi-annual basis, then provides a
valuation based on RICS methodology. The base case used for forestry asset value as at 30 September 2022 was
£72.6million. Due to this asset class forming significantly more than 10% of the current portfolio valuation, this was
deemed an appropriate sensitivity to sample.
Changes Changes
in portfolio in NAV
Forestry assets sensitivity valuation per share
Forestry assets value increases by 10% +£7.25m/+4.0% +4.2p
Forestry assets value decreases by 10% -£7.25m/-4.0% -4.2p
Afforestation asset valuation
The sensitivity of the portfolio to changes in aorestation asset valuation is as follows:
The independent valuer conducts inspections of all aorestation assets on a semi-annual basis, then provides a
valuation based on RICS methodology. The base case used for aorestation asset value as at 30 September 2022 was
£52.1million. Due to this asset class forming more than 10% of the current portfolio valuation, this was deemed an
appropriate sensitivity to sample.
Changes Changes
in portfolio in NAV
Aorestation assets sensitivity valuation per share
Aorestation assets value increases by 10% +£5.21m/+2.9% +3.0p
Aorestation assets value decreases by 10% 5.21m/-2.9% -3.0p
Mixed forestry and afforestation asset valuation
The sensitivity of the portfolio to changes in mixed forestry and aorestation asset valuation is as follows:
The independent valuer conducts inspections of all mixed assets on a semi-annual basis, then provides a valuation
based on RICS methodology. The base case used for the asset value of mixed forestry and aorestation assets as at
30 September 2022 was £14.7 million. Due to this asset class forming more than 10% of the current portfolio valuation,
this was deemed an appropriate sensitivity to sample.
Changes Changes
in portfolio in NAV
Mixed forestry and aorestation assets sensitivity valuation per share
Mixed assets value increases by 10% +£1.47m/+0.8% +0.9p
Mixed assets value decreases by 10% -£1.47m/-0.8% -0.9p
Non-core asset valuation
Due to the relatively small size of the non-core assets in the Company’s valuation, the sensitivity to movement in this
part of the portfolio is deemed immaterial, so no sensitivity analysis has been conducted.
104 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
17. Financial instruments continued
Capital risk management
Capital management
The Group, which comprises the Company and its non-consolidated subsidiaries, manages its capital to ensure that it
will be able to continue as a going concern while maximising the return to Shareholders through the optimisation of
the debt and equity balances. The capital structure of the Group principally consists of the share capital account and
retained earnings as detailed in notes 13 and 14. The Group aims to deliver its objective by investing available cash and
using leverage whilst maintaining sucient liquidity to meet ongoing expenses.
Gearing ratio
The Company’s Investment Manager reviews the capital structure of the Company and the Group on a semi-annual
basis. The Company and its subsidiaries intend to make prudent use of leverage for financing acquisitions of
investments and working capital purposes. Under the Company’s Articles, and in accordance with the Company’s
investment policy, the Company’s outstanding borrowings, excluding the debts of underlying assets, will belimited
to30% of the Company’s Net Asset Value.
As at 30 September 2022, the Company had no outstanding debt. The Company’s subsidiary FSFC Holdings 2 Limited
has a £30.0 million Revolving Credit Facility, which was undrawn at 30 September 2022.
Financial risk management
The Group’s activities expose it to a variety of financial risks: capital risk, liquidity risk, market risk (including interest
rate risk, inflation risk and power price risk) and credit risk. TheGroup’s overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise potential adverse eects on the Group’s financial
performance.
For the Company and the intermediate holding companies, financial risks are managed by the Investment Manager,
which operates within the Board-approved policies. All risks continue to be managed by the Investment Manager.
Thevarious types of financial risk are managed asfollows:
Financial risk management – Company only
The Company accounts for its investments in its subsidiaries at fair value. Accordingly, to the extent there are changes
as a result of the risks set out below, these may impact the fair value of the Company’s investments.
Capital risk
The Company has implemented an ecient financing structure that enables it to manage its capital eectively.
TheCompany’s capital structure comprises equity only (refer to the statement of changes inequity). As at
30September 2022, theCompany had no recourse to debt, although as set out above, the Company’s subsidiary
FSFC Holdings Limited is a guarantor for the Revolving Credit Facility of FSFC Holdings 2 Limited.
Liquidity risk
The Directors monitor the Company’s liquidity requirements to ensure there is sucient cash to meet the Company’s
operating needs. The Company’s liquidity management policy involves projecting cash flows and forecasting the level
of liquid assets necessary to meet these. Due to the nature of its investments, the timing of cash outflows is reasonably
predictable and, therefore, is not a major risk to the Company. The Company was in a net cash position and had no
outstanding debt at the balance sheet date.
Market risk – foreign currency exchange rate risk
All the cash flows and investments aredenominated in pounds sterling.
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 105
Financial risk management – Company and non-consolidated subsidiaries
The following risks impact the Company’s subsidiaries and in turn may impact the fair value of investments held by
theCompany.
Market risk – interest rate risk
Interest rate risk arises in the Company’s subsidiaries on the Revolving Credit Facility borrowings and floating rate
deposits. Borrowings issued at variable rates expose those entities to variability of interest payment cash flows.
Interest rate hedging may be carried out to seek to provide protection against increasing costs of servicing debt
drawn down by the holding company as part of its Revolving Credit Facility. This may involve the use of interest rate
derivatives and similar derivative instruments.
Each investment hedges their interest rate risk at the inception of a project. This will either be done by issuing fixed
rate debt or variable rate debt which will be swapped into fixed rate by the use of interest rate swaps.
Market risk – inflation risk
Some of the Company’s investments will have part of their revenue and some of their costs linked to a specific inflation
index at inception of the project. In most cases this creates a natural hedge, meaning a derivative does not need to be
entered into in order to mitigate inflation risk.
Market risk – timber price risk
Timber revenue forms a significant majority of forecasted revenues for the Company’s investments. Whilst projections
suggest a steady income flow through the sale of timber, there is a risk that timber prices will drop due to market forces
and minimise the revenues the Fund will receive. This risk is mitigated by the ability of the Company and underlying
investments to sustain its liquidity, even in the event of withholding from timber sales, givensub-optimalpricing.
Credit risk
Credit risk is the risk that a counterparty of the Company or its subsidiaries will default on its contractual obligations it
entered into with the Company or its subsidiaries. Credit risk arises from cash and cash equivalents, derivative financial
instruments and deposits with banks and financial institutions, as well as credit exposures to customers.
The Company and its subsidiaries place cash in authorised deposit takers and is therefore potentially at risk from
the failure of such institutions. In respect of credit risk arising from other financial assets and liabilities, which mainly
comprise of cash and cash equivalents, exposure to credit risk arises from default of the counterparty with a maximum
exposure equal to the carrying amounts of these instruments. In order to mitigate such risks, cash is maintained
with major international financial institutions. During the year and at the reporting date, the Company maintained
relationships with HSBC Bank plc.
Moody’s 30 September
credit 2022
rating £’000
HSBC Bank plc P1 34,326
Total cash and cash equivalents 34,326
106 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
18. Subsidiaries
The following subsidiaries have not been consolidated in these financial statements as a result of applying the
requirements of “Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10)”. The Company
is not contractually obligated to provide financial support to the subsidiaries and there are no restrictions in place in
passing monies up the structure.
Name
Direct or
indirect
holding
Country of
incorporation Registered address
Principal
activity
Proportion
of shares
and voting
rights held
FSFC Holdings Limited Direct UK C/O Foresight Group LLP,
The Shard, 32 London Bridge Street,
London, England, SE1 9SG
Holding
company
100%
FSFC Holdings 2 Limited Indirect UK C/O Foresight Group LLP,
The Shard, 32 London Bridge Street,
London, England, SE1 9SG
Holding
company
100%
FSFC Company 1 Limited Indirect UK C/O Foresight Group LLP,
The Shard, 32 London Bridge Street,
London, England, SE1 9SG
SPV 100%
Blackmead Forestry Limited Indirect UK C/O Foresight Group LLP,
The Shard, 32 London Bridge Street,
London, England, SE1 9SG
SPV 100%
Blackmead Forestry II Limited Indirect UK C/O Foresight Group LLP,
The Shard, 32 London Bridge Street,
London, England, SE1 9SG
SPV 100%
Coull Forestry Limited Indirect UK C/O Foresight Group LLP,
The Shard, 32 London Bridge Street,
London, England, SE1 9SG
SPV 100%
Fordie Estates Limited Indirect UK C/O Foresight Group LLP,
Clarence House, 133 George Street,
Edinburgh, Scotland, EH2 4JS
SPV 100%
19. Employees and Directors
The Company is governed by an independent and non-executive Board of Directors. There are four Non-Executive
Directors. Please refer to the Directors’ remuneration report, for details as to Directors’ emoluments.
20. Contingencies and commitments
The Company has no guarantees or significant capital commitments as at 30 September 2022.
21. Events after the balance sheet date
The Directors have evaluated the need for disclosures and/or adjustments resulting from post balance sheet events
through to the date the financial statements were available to be issued. These include:
On 12 October 2022, the acquisition of a stocked UK forestry project (Bogbain Wood) for £1 million was completed
On 17 October 2022, the acquisition of an aorestation project (Auchentaggart) for £1.6 million was completed
On 31 October 2022, the acquisition of an aorestation project (Burnside) for £1.7 million was completed
There are no other significant events since the period end which would require to be disclosed. There were no
adjusting post balance sheet events and as such no adjustments have been made to the valuation of assets and
liabilities as at 30September.
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 107
22. Related party transactions
Following admission of the Ordinary Shares (refer to note 13), the Company and the Directors are not aware of
any person who, directly or indirectly, jointly, or severally, exercises or could exercise control over the Company.
TheCompany does not have an ultimate controlling party.
The transactions between the Company and its subsidiaries which are related parties of the Company and fair values
aredisclosed in note 10. Details of transactions between the Company and related parties are disclosed below.
This note also details the terms of the Company’s engagement with Foresight Group LLP, the Investment Manager.
Transactions with the Investment Manager
The Investment Manager, Foresight Group LLP, is entitled to a base fee on the following basis:
(a) 0.85% per annum of the Net Asset Value of the Fund up to and including £500.0 million
(b) 0.75% per annum of the Net Asset Value of the Fund in excess of £500.0 million
The investment management fees incurred during the period to 30 September 2022 were £1,071,310, of which £384,092
remained unpaid as at 30 September 2022.
Additionally, the Company incurred fees during the period to 30 September 2022 of £103,813, which related to
Administration services provided by the Investment Manager, in its capacity as Administrator for the Company.
Seed asset acquisition
As mentioned in the Company’s Prospectus dated 28 October 2021, FSF had entered into an option agreement to
acquirefrom Blackmead Infrastructure Limited, a company within the Foresight Inheritance Tax Solutions, aseed
assetportfolio ofc.11,000 hectares of forestry and aorestation assets in the UK. This seed asset acquisition
represented aconflict of interestas the Investment Manager provided investment management services to both
theCompany and FITF.
The Investment Manager implemented its conflict management policy as part of its process to mitigate the identified
conflict, including: disclosures of the relevant conflicts to the independent boards of both FSF and FITF; due care was
taken to keep the buy side and sell side of the investment team separate; appointment of independent external legal
advisers; and a fairnessopinion, addressed to the Company on the valuation of the assets to be acquired, was sought
froman independent expert.
108 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Other transactions with related parties
The amount incurred in respect of Directors’ fees during the period to 30 September 2022 was £143,750. The Directors
also received£47,500 in relation to activities prior to IPO. These amounts had been fully paid as at 30 September2022.
Theamounts paid to individual Directors were as follows:
Basic and Pre-IPO
Committee fees expenses Total
Director £ £ £
Richard Davidson (Chair) 45,000 15,000 60,000
Sarika Patel 37,500 12,500 50,000
Christopher Sutton 30,000 10,000 40,000
Josephine Bush 31,250 10,000 41,250
Total 143,750 47,500 191,250
The Directors held the following shares in the Company:
% of issued
Number of Ordinary Share
Director/PDMR/PCA Ordinary Shares capital
Richard Davidson (Chair) 100,000 0.06
Sarika Patel 24,000 0.01
Christopher Sutton 25,000 0.01
Josephine Bush 19,000 0.01
The above transactions were undertaken on an arm’s length basis.
NOTES TO THE AUDITED FINANCIAL
STATEMENTS CONTINUED
FOR THE PERIOD FROM 31 AUGUST 2021 (INCORPORATION) TO 30 SEPTEMBER 2022
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 109
APM Purpose Calculation
Gross Asset Value (“GAV”) A measure of the value of the
Company’s total assets.
The sum of net assets of the
Company as shown on the
Statement of Financial Position and
the total debt of the Group, which
currently comprises only of the RCF.
Net Asset Value per share Allows investors to gauge whether
shares are trading at a premium
or a discount by comparing the
Net Asset Value per share with the
shareprice.
The net assets divided by
thenumber of Ordinary Shares
inissuance.
Total NAV return since IPO A measure of financial performance,
indicating the movement of the
value ofthe Fund since IPO and
expressed asa percentage.
Closing NAV per share as at
30September 2022 plus all
dividends since IPO assumed
reinvested, divided by the NAV
at IPO, to the power of 1 over
the number of years since IPO,
expressed as a percentage.
Market capitalisation Provides an indication of the size of
the Company.
Closing share price as at
30September 2022 multiplied by
the closing number of Ordinary
Shares inissuance.
Ongoing charges A measure, expressed as a
percentage of average net assets,
of the regular, recurring annual
costs of running the Company per
OrdinaryShare.
Calculated and disclosed
in accordance with the AIC
methodology. Annualised expenses
divided by average NAV.
ALTERNATIVE PERFORMANCE MEASURES
(“APMs”)
110 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
COMPANY SUMMARY
Below are the Company key facts,
advisers and other information.
Company information
Foresight Sustainable Forestry
Company Plc (FSF”) is the first
and only UK listed investment
trust focused on UK forestry,
aorestation and natural capital
(registered number 13594181) with
a premium listing on the London
StockExchange.
Registered address
The Shard, 32 London Bridge
Street, London, SE1 9SG
Ticker/SEDOL
GB00BMDPKM71
Company year end
30 September
Investment Manager, Company
Secretary and Administrator
Foresight Group LLP, No
OC300878, registered in England
and Wales and authorised and
regulated by the Financial
Conduct Authority
Market capitalisation
£182.4 million at
30September2022
Investment Manager fees
0.85% per annum of the NAV up
to £500 million, falling to 0.75%
per annum of NAV in excess of
£500million.
ISA, PEP and SIPP status
The Ordinary Shares are
eligible for inclusion in PEPs
and ISAs (subject to applicable
subscription limits) provided that
they have been acquired in the
market, and they are permissible
assets for SIPPs.
AIFMD status
The Company is classed as an
externally managed Alternative
Investment Fund under the
Alternative Investment Fund
Managers Regulations 2013 and
the European Union’s Alternative
Investment Fund Managers
Directive.
Non-mainstream pooled
investment status
Approved UK Investment
Trust subject to the Company
continuing to meet the eligibility
conditions in Section 1158 of the
Corporation Taxes Act 2010 and
the ongoing requirements for
approved companies in Chapter
3 of Part2 Investment Trust
(Approved Company) (Tax)
Regulations 2011 (Statutory
Instrument 2011/2999).
FATCA
The Company has registered for
FATCA and has a GIIN number
191P2V.99999.SL.826
Investment policy
The Company’s investment policy
isset out on pages 71 and 72.
Website
https://fsfc.foresightgroup.eu/
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 111
23 FEBRUARY 2023
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Foresight Sustainable Forestry Company plc (theCompany”)
will be held on 23February2023 at 1.00 pm at the oces of Foresight Group, The Shard, 32 London Bridge Street,
London, SE1 9SG for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions
1to10 will be proposed as ordinary resolutions and resolutions 11 and 13 will be proposed as special resolutions.
Ordinary Resolutions
Resolution One
To receive the Annual Report and Accounts of the Company for the year ended 30September2022.
Resolution Two
To approve the Directors’ Remuneration Policy included in the Annual Report for the year ended 30September2022.
Resolution Three
To approve the Directors’ Remuneration Report included in the Annual Report for the year ended 30September2022.
Resolution Four
To elect Richard Davidson as a Director of the Company.
Resolution Five
To elect Sarika Patel as a Director of the Company.
Resolution Six
To elect Christopher Sutton as a Director of the Company.
Resolution Seven
To elect Josephine Bush as a Director of the Company.
Resolution Eight
To appoint Ernst & Young LLP as auditor to the Company.
Resolution Nine
To authorise the Directors to fix the auditor’s remuneration until the conclusion of the next Annual General Meeting
ofthe Company.
Resolution Ten
That, in addition to all existing authorities, the Directors be generally and unconditionally authorised pursuant to
section 551 of the Companies Act 2006 (the “Act) to allot shares in the Company, or to grant rights to subscribe for
or convert any security into shares in the Company, up to an aggregate nominal amount of £172,056.08 or, if less,
theaggregate nominal amount equal to 10% of the nominal value of the issued ordinary share capital of the Company
(excluding treasury shares) immediately prior to the passing of this resolution). The authority given by this resolution
10 shall, unless renewed, varied or revoked by the Company, expire on the conclusion of the next Annual General
Meeting of the Company or, if earlier, upon the expiry of 15 months from the date of passing of this resolution, save
that the Company may, before such expiry, make any oer or enter into an agreement which would or might require
shares to be allotted or rights to subscribe for or convert any security into shares to be granted in pursuance of such
an oer or agreement as if such authority had not expired.
112 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
23 FEBRUARY 2023
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Special Resolutions
Resolution Eleven
That, in addition to all existing authorities and subject to the passing of resolution 10, the Directors be and are
empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section
560(1) of that Act) for cash either pursuant to the authority conferred by resolution 10 or by way of sale of treasury
shares as if section 561(1) of that Act did not apply to any such allotment or sale, provided that this power shall be
limited to the allotment and/or sale of equity securities with an aggregate nominal value of up to £172,056.08 or,
if less, the aggregate nominal amount equal to 10% of the nominal value of the issued ordinary share capital of the
Company immediately prior to the passing of this resolution. This authority will expire at the conclusion of the next
Annual General Meeting of the Company or, if earlier, upon the expiry of 15 months from the date of passing of this
resolution, save that the Company may, before such expiry, make any oer or enter into an agreement which would
or might require the allotment and/or sale from treasury of equity securities in the Company in pursuance of such an
oer or agreement as if such authority had not expired.
Resolution Twelve
The Company be generally and unconditionally authorised in accordance with section 701 of the Act to make market
purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of £0.01 each (“Ordinary Shares”),
provided that:
(iii) the aggregate number of shares to be purchased shall not exceed 25,791,205 Ordinary Shares or, if lower, such
number of shares rounded down to the nearest whole share as shall equal 14.99% of the Company’s ordinary
share capital in issue (excluding treasury shares) at the date of passing this resolution;
(iv) the minimum price (excluding any expenses) which may be paid for an Ordinary share is 1 penny (the nominal
value thereof);
(v) the maximum price (excluding any expenses) which may be paid for an Ordinary Share is the higher of (1) an
amount equal to 105% of the average of the middle market quotations for the Ordinary Shares taken from the
London Stock Exchange Daily Ocial List for the five business days immediately preceding the day on which the
Ordinary Shares are contracted to be purchased, and (2) the higher of (a) the price of the last independent trade
and (b) the highest current independent bid for any number of Ordinary Shares on the trading venue where the
purchase is carried out;
(vi) the authority conferred by this resolution shall expire on the conclusion of the next Annual General Meeting of the
Company unless such authority is renewed prior to such time;
(vii) the Company may make a contract to purchase Ordinary Shares under the authority conferred by this resolution
prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such
authority and may make a purchase of Ordinary Shares pursuant to such contract; and
(viii) any Ordinary Shares bought back under this authority hereby granted may, at the discretion of the Directors,
becancelled or held in treasury and, if held in treasury, may be resold from treasury or cancelled at the discretion
oftheDirectors.
Resolution Thirteen
That, a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice.
By order of the Board
Foresight Group LLP
Company Secretary
14 December 2022
Registered oce:
The Shard
32 London Bridge Street
London
SE1 9SG
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 113
Notes:
1. No Director has a service contract with the Company. Directors’ appointment letters with the Company will be
available for inspection at the registered oce of the Company until the time of the meeting and from 15minutes
before the meeting at the location of the meeting, as well as at the meeting.
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of
the votes they may cast), members must be registered in the register of members of the Company (the “Register
of Members”) at 10.00 pm on 21February2023 (or, in the event of any adjournment, 10.00 pm on the date which
is two (excluding non-business days) days before the time of the adjourned meeting). Changes to the Register of
Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and
vote at the meeting.
3. A member entitled to attend and vote at the meeting (in accordance with note 2 above) is entitled to appoint
a proxy or proxies to attend, speak and vote on his or her behalf. A proxy need not also be a member but must
attend the meeting to represent you. Details of how to appoint the chairman of the meeting or another person
as your proxy using the form of proxy are set out in the notes on the form of proxy which is enclosed. If you wish
your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the
chairman) and give your instructions directly to them.
4. You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to dierent
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than
one proxy, (an) additional form(s) of proxy may be obtained by contacting Computershare Investor Services PLC on
03707071231. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which
they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one
of multiple instructions being given. All forms must be signed and returned together in the same envelope.
5. In the case of joint holders, only one need sign the form of proxy. The vote of the senior joint holder will be
accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by
the order in which the names of the joint holders appear in the Register of Members (the first named being the
most senior).
6. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its
behalf, all its powers as a member provided that no more than one corporate representative exercises powers over
the same share.
7. As at the publication of this notice, the Company’s issued share capital was 172,056,075 Ordinary Shares, carrying
one vote each. Therefore, the total voting rights in the Company as at the date of this notice is 172,056,075.
8. Any person to whom this notice is sent who is a person nominated under Section 146 of the CompaniesAct2006
to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the member by
whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the
meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of members in relation to the appointment of proxies in paragraphs 3 to 4 above does
not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by members of
the Company.
9. Appointment of a proxy will not preclude a member from subsequently attending and voting at the meeting
should he or she subsequently decide to do so. You can only appoint a proxy using the procedures set out in these
notes and the notes to the form of proxy.
10. The Register of Directors’ Interests will be available for inspection at the meeting.
11. Information regarding the meeting, including the information required by Section 311A of the CompaniesAct2006,
is available from www.foresightgroup.eu.
12. To be passed, ordinary resolutions require a majority in favour of the votes cast and special resolutions require a
majority of not less than 75% of members who vote in person or by proxy at the meeting. On a vote by a show of
hands, every holder of Ordinary Shares who, due to being an individual is present by a person or by proxy, or, due
to being a corporation is present by a duly authorised representative (themselves not being a member), shall have
one vote. On a poll vote, every holder of Ordinary Shares who is present in person, by proxy or by duly authorised
representative, shall have one vote for every Ordinary Share held by him.
114 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
Notes: continued
13. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for
oragainst the resolution. If you either select the “Discretionary” option or if no voting indication is given, your
proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he
orshe thinks fit in relation to any other matter which is put before the meeting.
14. A form of proxy and reply paid envelope is enclosed. To be valid, it should be lodged with the Company’s
Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or the proxy
must be registered electronically at www.investorcentre.co.uk/eproxy, in each case, so as to be received no later
than 48 hours (excluding non-working days) before the time appointed for holding the meeting or any adjourned
meeting. To vote electronically, you will be asked to provide your Control Number, Shareholder Reference Number
and PIN which are detailed on your proxy form. This is the only acceptable means by which proxy instructions may
be submitted electronically.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service
may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the
CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members
(and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or
voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK &
International Limiteds (EUI) specifications and must contain the information required for such instructions, as
described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or
an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted
so as to be received by the issuer’s agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments
specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST Applications Host) from which the issuers agent is able
to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of
instructions to a proxy appointed through CREST should be communicated to him by other means.
CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that
EUI does not take available special procedures in CREST for any particular messages. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored
member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider
takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or
voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Proxymity Voting – if you are an institutional investor you may also be able to appoint a proxy electronically via
the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For
further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 1.00pm
on 21February2023 in order to be considered valid. Before you can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic appointment of your proxy.
15. Under Section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the
business being dealt with at the meeting unless:
(a) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of
confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
16. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (Sections 527 to 531), where requested by a member
or members meeting the qualification criteria the Company must publish on its website, a statement setting out
any matter that such members propose to raise at the meeting relating to the audit of the Company’s accounts
(including the auditor’s report and the conduct of the audit) that are to be laid before the meeting. Where
the Company is required to publish such a statement on its website it may not require the members making
the request to pay any expenses incurred by the Company in complying with the request, it must forward the
statement to the Company’s auditors no later than the time the statement is made available on the Company’s
website and the statement may be dealt with as part of the business of the meeting.
23 FEBRUARY 2023
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
GOVERNANCE FINANCIAL STATEMENTSSTRATEGIC REPORT
FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022 115
AIC The Association of Investment
Companies
AIFMD Alternative investment fund
management directive
AIFMs Alternative Investment Fund Managers
AIFs Alternative Investment Funds
APMs Alternative performance measures
Asset Manager The Company’s underlying investments
have appointed Foresight Group LLP, a
subsidiary of Foresight Group CI, to act
as Asset Manager
BIG Bioenergy Infrastructure Group
Company Foresight Sustainable Forestry
Company Plc
Ernst & Young
LLP
Ernst & Young is the Company’s auditor
ESG Environmental, Social and Governance
FITF Foresight Inheritance Tax Fund
Foresight Foresight Group LLP
FSC Forest Stewardship Council
FSF Foresight Sustainable Forestry
Company Plc
Fund Foresight Sustainable Forestry
Company Plc
GAV Gross Asset Value on Investment Basis
including debt held at SPV level
H&S Health and safety
HMRC HM Revenue & Customs
IAS International Accounting Standard
IFRS International Financial Reporting
Standards as adopted by the EU
Intermediate
holding
companies
Companies within the Group which
are used to invest in aorestation and
forestry assets, namely FSFC Holdings
Limited and FSFC Holdings 2 Limited
Investment
Manager
Foresight Group CI Limited
IPO Initial Public Oering
ITC Investment Trust Company
LSE London Stock Exchange
Main Market The main securities market of the
London Stock Exchange
NAV Net Asset Value
PEFC Programme for the Endorsement of
Forest Certification
Roundwood Small pieces of timber (about 5–15 cm,
or 2–6 in. in diameter); small logs
RICS Royal Institution of Chartered Surveyors
S & ESG Sustainability and ESG
Savills Savills Advisory Services Limited
SDGs United Nations Sustainable
Development Goal
SDR UK Green Taxonomy and UK Sustainable
Disclosure Requirements
SORP Statement of Recommended Practice:
Financial Statements of Investment
Trust Companies and Venture Capital
Trusts
SPV The Special Purpose Vehicles which
hold the Company’s investment
portfolio of underlying operating assets
UK The United Kingdom of Great Britain
and Northern Ireland
WCC UK Woodland Carbon Code
GLOSSARY OF TERMS
116 FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022
ADVISERS
Investment Manager,
Alternative Investment Fund
Manager, Administrator and
Company Secretary
Foresight Group LLP
The Shard
32 London Bridge Street
London
SE1 9SG
Registrar and Receiving
Agent
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6AH
Depositary
NatWest Trustee and
Depositary Services Limited
250 Bishopsgate
London
EC2M 4AA
Sponsor, Global Co-ordinator
and Sole Bookrunner
Jefferies International
Limited
Exchange House
Primrose Street
London
EC2A 2EG
Public Relations
Citigate Dewe Rogerson
3 London Wall Buildings
London
EC2M 5SY
Solicitors to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London
E14 5EY
Valuation Adviser
(independent valuer)
Savills Advisory Services Ltd
Earn House
Broxden Business Park
Perth
PH11 1RA
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SE1 9SG
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FORESIGHT SUSTAINABLE FORESTRY COMPANY PLC Annual Report and Financial Statements 2022