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Annual Report and Financial Statements for the year ended 30 September 2023
Polar Capital Global Healthcare Trust plc
Contents
Overview
Your Business at a Glance 1
Highlights 2
Performance 3
Chair’s Statement 4
Board Apprentice Q&A 6
Board of Directors 7
Investment Team 8
Manager’s Report
Investment Manager’s Report 12
Ten Largest Investments 22
Full Investment Portfolio 23
Environmental, Social and Governance
Corporate Responsibility for ESG 25
Investment Perspective 27
ESG Dashboard 29
Governance
Strategic Report 32
Section 172 of the Companies Act 2006 39
Report of the Directors 42
Report on Corporate Governance 44
Audit Committee Report 52
Management Engagement Committee Report 59
Directors’ Remuneration Report 60
Statement of Directors’ Responsibilities 65
Independent Auditors’ Report 66
Financial Statements and Notes
Statement of Comprehensive Income 76
Statements of Changes in Equity 77
Balance Sheets 78
Cash Flow Statement 79
Notes to the Financial Statements 80
Shareholder Information
Alternative Performance Measures (APMs) 101
Glossary of Terms 103
Corporate Information – AGM 106
Corporate Information – Other
107
Contact Information 112
Purpose
The purpose of the Group, comprising
the Company and the wholly owned
subsidiary PCGH ZDP Plc, is to provide
a vehicle for investors in which assets
are invested across a diversified global
portfolio of healthcare stocks which aim
to deliver long term capital growth to
Shareholders. The purpose is achieved
through implementation of the
Investment Objective and investment
policies incorporating parameters to
ensure excessive risk is not undertaken.
Investment Objective
The generation of capital growth
through investments in a global
portfolio of healthcare stocks.
See more at: polarcapitalhealthcaretrust.co.uk
We were delighted to be awarded
winner of the Biotech and Healthcare
specialist sector at the Investment Week
- Investment Company of the Year
Awards in November 2023.
This document is printed on Galerie Satin,
a paper sourced from well managed,
responsible, FSC® certified forests and
other controlled sources. The pulp used in
this product is bleached using an elemental
chlorine free (ECF) process.
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 1
Overview
Your Business at a Glance
Who we are
The Group comprises the Company, Polar Capital Global Healthcare Trust plc and
the subsidiary, PCGH ZDP Plc.
Management
The Company is an investment trust led by an experienced
Board of independent non-executive Directors with a variety
of expertise in investment and healthcare matters and with
experience in the regulatory and legal framework within
which the Group operates. The role of the Board is to provide
oversight of the Company’s activities and to seek to ensure
that the appropriate controls are in place to deliver the
Investment Objective and to manage the risks associated with
such activities.
The Investment Manager is Polar Capital LLP (“Polar Capital”)
and the appointed Co- Managers are James Douglas
and Gareth Powell supported by the wider Polar Capital
Healthcare Team. Polar Capital LLP is also the Alternative
Investment Fund Manager for the purposes of AIFM
Regulations and is authorised and regulated by the Financial
Conduct Authority.
Life
The Group was formed on 30 March 2017 as part of a
reconstruction of the Company which included the creation
of the subsidiary, PCGH ZDP Plc, the change of name on
20 June 2017 from Polar Capital Global Healthcare Growth
and Income Trust plc and a change in objective from the
creation of income and growth, to growth alone. The
Company was originally launched on 15 June 2010.
In the absence of any prior alternative proposals, the articles
of association of the Company require the Directors to put
forward at the first Annual General Meeting to be held
after 1 March 2025 a resolution to place the Company into
voluntary liquidation.
Capital structure
At 30 September 2023 the Company had in issue
124,149,256 Ordinary shares of 25 pence each of which
2,879,256 were held in treasury (2022:124,149,256 Ordinary
shares of which 2,879,256 were held in treasury). During
the year ended 30 September 2023 no shares were issued or
bought back.
Benchmark
The benchmark since launch has been the MSCI ACWI Health
Care Index (total return in sterling with dividends reinvested).
Dividend policy
The Company’s focus remains on capital growth, and while
the Company continues to aim to pay two dividends per year
these are expected to be a small part of shareholder total
return.
Gearing
The Company currently maintains long-term structural gearing
in the form of a loan from the wholly owned subsidiary PCGH
ZDP Plc. This subsidiary has a fixed life whereby the loan will
be repaid and the ZDP shares will be redeemed in June 2024
at which time the entity will be liquidated. The Company
remains in a strong position to repay the outstanding loan
amount at the time of redemption. Further information on the
redemption process is provided on the Company’s website
www.polarcapitalglobalhealthcaretrust.co.uk.
No additional short-term borrowings have been made and
there are no arrangements made for any bank loans. The
Company may borrow up to 15% of its Net Asset Value at
the time of drawdown for tactical deployment when the
Board believes (on the recommendation of the Manager) that
gearing will enhance returns to shareholders.
Fees
The Investment Manager is entitled to a management fee
at the rate of 0.75% per annum of the lower of the Group
market capitalisation and the Company’s adjusted net asset
value. 80% of the management fee is charged to the capital
account and 20% is charged to income. The Investment
Manager may receive a performance fee paid in cash when
various performance parameters are met. No performance
fee has been accrued or is due to be paid for the year ended
30 September 2023 (2022: nil). Further details are included in
the Shareholder Information section.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 20232
Overview
Highlights
Financial Highlights
Highlights in detail for the year to 30 September 2023
Performance
Net asset value per Ordinary share (total return)* 4.21%
Benchmark Index (MSCI ACWI/Health Care Index (total return in sterling with dividends reinvested)) 1.19%
Since restructuring
Net asset value per Ordinary share (total return) since restructuring *~ 67.56%
Benchmark index total return since restructuring 66.01%
Expenses 2023 2022
Ongoing charges* 0.87% 0.84%
Financials
As at
30 September 2023
As at
30 September 2022
Change
%
Total net assets (Group and Company) £419,182,000 £404,833,000 3.5%
Net asset value per Ordinary share 345.66p 333.83p 3.5%
Net asset value per ZDP share^ 120.41p 116.91p 3.0%
Price per Ordinary share 319.00p 315.00p 1.3%
Discount per Ordinary share* 7.7% 5.6%
Price per ZDP share^ 116.00p 114.00p 1.8%
Net gearing* 9.37% 7.41%
Ordinary shares in issue (excluding those held in treasury) 121,270,000 121,270,000 -
Ordinary shares held in treasury 2,879,256 2,879,256 -
ZDP shares in issue^ 32,128,437 32,128,437 -
Dividends
The Company has paid or declared the following dividends relating to the financial year ended 30 September 2023:
Pay date
Amount per
Ordinary share Record Date Ex-Date Declared date
First interim: 31 August 2023 1.00p 4 August 2023 3 August 2023 11 July 2023
Second interim: 29 February 2024 1.20p 2 February 2024 1 February 2024 12 December 2023
Total (2022: 2.10p) 2.20p
* See Alternative Performance Measures on pages 101 and 102.
~ The Company’s portfolio was restructured on 20 June 2017. The total return NAV performance since restructuring is calculated by reinvesting the dividends in the assets of the Company
from the relevant payment date.
^ For information purposes.
Net Asset Value per Ordinary Share (Total Return)*
Net Asset Value per Ordinary Share
2022
2023
345.66p
2022
2023
1.19%
Benchmark Index Price per Ordinary Share
2022
2023
319.00p
2022
2023
£419.2m
Total Net Assets (Group and Company) Share Price Total Return*
333.83p
6.93%
2022
2023
315.00p
£404.8m
4.21%
5.59%
2022
2023
1.92%
10.11%
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 3
Overview
Performance since launch (15 June 2010)
Performance since reconstruction (20 June 2017)
Performance
0
100
200
300
400
500
600
MSCI ACWI Health Care Index in sterling with dividends reinvested (TR)
(TR: Total Return, rebased to 100 at launch on 15 June 2010)
Company reconstruction 20 June 2017
Ordinary Share Price (TR) NAV per share (TR)
Sep
2023
Sep
2022
Sep
2021
Sep
2020
Sep
2019
Sep
2018
Sep
2017
Sep
2016
Sep
2015
Sep
2014
Sep
2013
Sep
2012
Sep
2011
Sep
2010
15 Jun
2010
MSCI ACWI Health Care Index in sterling with dividends reinvested (TR)
(TR: Total Return, rebased to 100 at reconstruction on 20 June 2017)
Ordinary Share Price (TR) NAV per share (TR)
75
100
125
150
175
200
Mar
2025
Sep
2024
Mar
2024
Sep
2023
Mar
2023
Sep
2022
Mar
2021
Sep
2021
Mar
2021
Sep
2020
Mar
2020
Sep
2019
Mar
2019
Sep
2018
Mar
2018
Sep
2017
20 Jun
2017
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 20234
Overview
Chair’s
Statement
Lisa Arnold
Chair
Dear Shareholders
On behalf of the Board, I am pleased
to provide to you the Company’s
Annual Report for the year ended
30 September 2023.
Performance
The Company has performed well this year, ending the year
3.02% ahead of its benchmark (MSCI ACWI Healthcare
Index, Total Return), performing well against the peer group
and returning a NAV per share total return of 4.21%.
This was despite the year under review continuing to be a
difficult period for markets with challenging macro-economic
conditions and geo-political events, which have sadly
continued into the current year.
Whilst we are now seeing inflation and interest rates
somewhat stabilising, the longer term effects of this continue
to be felt and we have seen discounts across the investment
trust sector in general widen considerably. At the financial
year end the discount was 7.7% compared to the prior year
figure of 5.6%.
The outperformance was driven by strong stock selection,
largely out of the focus on the three key themes highlighted
in last year’s Annual report and Financial Statements, namely:
rising utilisation, disrupting the delivery of healthcare and
consolidation.
Further detail is provided within the Manager’s Report on
pages 12 to 21.
Outlook
Whilst the healthcare sector has been somewhat out of favour
against the broader market, fundamentals remain extremely
strong with valuations still very attractive. There is much to be
excited about, as demonstrated during the year by the delivery
and announcement of ground-breaking medical developments
e.g. in Alzheimer’s research and the introduction onto the
market of highly effective weight-loss medications.
The Managers believe that while the themes that generated
performance last year will still be relevant, there are three
further areas which may drive shorter term returns: innovation,
the growing use of technology, such as AI and robotics, and
Emerging Markets. Further detail is provided in the Manager’s
Report.
We believe all of these factors support our optimism for
continued strong performance for the Company during the
current financial year.
Dividends
The Company’s focus continues to remain on capital growth
and consequently dividends are expected to represent
a relatively small part of Shareholders’ total return. The
Company has a policy to pay two small dividends per year.
In August 2023 the Company paid an interim dividend of
1.00p per ordinary share. The Board has declared a further
interim dividend of 1.20p per ordinary share payable to
shareholders on the register as at 2 February 2024. This will
bring the total dividend paid for the financial year under
review to 2.20p per ordinary share, a small increase on the
previous financial year.
Share Capital
The Company has 121,270,000 ordinary shares in issue
as at the date of writing and no shares have been bought
back or issued during the financial year under review. The
Company’s share price on 30 September 2023 was 319.00p
(2022: 315.00p). The Company’s market capitalisation at the
financial year end was £386.9m (2022: £382.0m). The Board
has reconfirmed the authority given to the Manager to use
discretion to purchase shares in the market when deemed
appropriate to do so.
Subsidiary Undertaking
The Company is parent to a wholly owned subsidiary, PCGH
ZDP Plc. The subsidiary was created as part of the Company’s
restructure in 2017; the purpose of the subsidiary is to issue
zero dividend preference (“ZDP”) shares and provide a loan
to the parent in the form of structural gearing. The subsidiary
has a fixed life whereby the loan will be repaid and the ZDP
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 5
Overview
shares will be redeemed in June 2024 at which time the
entity will be liquidated. The Company remains in a strong
position to repay the outstanding loan amount at the time
of redemption. The Company has no current intention to
refinance the loan. Further information on the redemption
process is provided on the Company’s website
www.polarcapitalglobalhealthcaretrust.co.uk.
The Board
As referenced in my statement to Shareholders last year,
the Board is aware of the FCA’s Diversity and Inclusion Policy
and notes that its current composition does not meet the
recommended gender or ethnicity requirements. Given the
Company’s fixed life and the potential reconstruction in 2025,
the Board (via the Nomination Committee) has concluded
that the appropriate time for recruitment would be shortly
before or after any reconstruction plans. We have engaged
with some of our major shareholders via our Company
Secretary and they are understanding of this timeframe.
It is a priority of the Board to be able to meet all aspects of
the FCA’s Diversity policy as part of future succession plans.
At the appropriate time, the Board will ensure that diversity
continues to be considered throughout any recruitment
process, especially when compiling a shortlist of candidates
and selecting individuals for interview.
There have been no changes to the membership of the Board
during the year under review. The Directors’ biographical
details are available on the Company’s website and are
provided in the Annual Report.
As reported in the last interim report, we have been joined by
a board apprentice, Ei-Lene Heng. Ei-Lene will sit with us as a
Board for c.12 months to gain experience before continuing
her career and potential future director roles. See page 6 for an
interview with Ei-Lene on her experience as a Board apprentice.
Annual General Meeting
The Company’s Annual General Meeting (“AGM”) will be
held at 16 Palace Street at 2:30pm on Thursday, 8 February
2024. The notice of AGM has been provided to Shareholders
and will also be available on the Company’s website. Detailed
explanations of the formal business and the resolutions to be
proposed at the AGM are contained within the Shareholder
Information section on page 106 and in the Notice of AGM.
We will once again upload a copy of the Manager’s Investment
Presentation to the Company’s website ahead of the AGM
and will hold the formal business of the meeting in person. We
have provided a zoom link in the Notice of AGM which will
enable anyone interested to view the formal business and ask
questions via the on-line chat function. The Managers will be
available to answer questions and meet shareholders present.
All formal business resolutions will be voted on by a poll and
we therefore encourage shareholders to submit their votes
ahead of the meeting by proxy card which is provided with the
Notice of Meeting.
Lisa Arnold
Chair
12 December 2023
ANNUAL
GENERAL
MEETING
to be held on
8 February
2024
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 20236
Overview
Board Apprentice Q&A
Ei-Lene, you have now held the board apprentice role for c.8 months and will be
in position for 12 months, what can you tell us from your experience so far?
Why did you decide to become a board
apprentice?
It is critically important to increase diversity on boards,
however, among the challenges of increasing board diversity
are the pool and pipeline of candidates who are ready to
take on such roles. I believe I have professional experience
which can be valuable in a non-executive director capacity,
and would love to apply that experience and my energy
in a board context. Becoming a board apprentice was an
exciting opportunity for me to learn from experienced
board members, who have been generous in also providing
coaching and mentorship, so that I will become ‘board ready’.
You have chosen the healthcare trust –
is this a particular interest of yours?
The healthcare trust provides me with a great mix of topics
that I am already familiar with, and the opportunity to
learn new things. I have had exposure to the investment
management industry in different contexts through most of
my career, but have not been close to the healthcare sector.
I was delighted with the opportunity to learn more about the
healthcare sector because it is an ‘evergreen’ and universally
applicable sector, covering birth to death, and relevant to
every single person on the planet. Since joining the healthcare
trust as a board apprentice, I have been amazed by the
dynamism of the sector, the complexities and nuances across
and within subsectors, and the experience the team brings to
the table, through the discussion of their investment theses.
What do you think of the process so far –
has it met your expectations?
I think the process has been excellent so far. I had some
classroom training prior to starting my apprenticeship,
I received a great induction from the Polar Capital team
which has helped me get up to speed, and the Chair and
Board members of the healthcare trust have been really
inclusive and supportive. It has been invaluable to have
insight into boardroom dynamics, learn from experienced
board members, and to experience being a part of board
discussions.
What potential benefits do you see from
the process – for yourself / for Boards /
for the industry?
Personally, being a board apprentice benefits me in
multiple ways: i) the governance course and development
sessions provide me with a solid theoretical foundation,
ii) experiencing a board’s role through the year, reading
board materials, and attending meetings give me practical
experience, iii) observing and learning “what good looks
like” from experienced board members sets high benchmark
standards. For boards and the industry more broadly,
a tangible benefit is that it gives them the opportunity to
build the pipeline of diverse talent for future boards in the
industry and beyond.
Do you think you will feel ‘board ready’
at the end of the process?
Yes, I feel I will be ‘board ready’ at the end of the process.
While there is still a lot for me to learn, especially because
every sector, company, and board is different, I am confident
that I will be able to effectively contribute in the right role.
I look forward to bringing my viewpoint to the table, and
participating in discussions and healthy debates.
Is there any advice you would give to
future candidates?
Really make the most of this experience – be engaged, read
all the materials and be prepared, clarify any doubts you may
have. This is an invaluable learning opportunity.
Ei-Lene Heng
Board Apprentice
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 7
Overview
Board of Directors
Lisa Arnold Chair
Neal Ransome Independent Non-Executive Director and Audit Committee Chair
Independent Non-Executive Chair
Appointed to the Board on 1 February 2018 and as Chair of the Board with effect from 26 February
2020, a member of the Audit and Management Engagement Committees.
Skills and experience
Lisa was formerly a global pharmaceuticals and healthcare analyst for NatWest Markets from 1987 and continued her healthcare
career in roles with UBS Warburg, Commerzbank and Lehman Brothers. Lisa has held a number of independent adviser and
non-executive roles including nine years with the Medicines and Healthcare Products Regulatory Agency (MHRA) and eight years
as a non-executive director of Futura Medical plc.
Other appointments
Lisa is a non-executive director of Rothesay, the life insurance company and of Pimco Europe Limited, the asset manager, where
she chairs the audit committee. She also chairs the Allied Domecq pension fund and is a trustee director of Whitbread Pension
Fund.
PCGH Share Interests
20,000 (0.02% of ISC)
Annual Remuneration
£43,000
Rationale for supporting re-election
Lisa has had a long career as a global pharmaceuticals and healthcare analyst ahead of her taking on non-executive director positions.
Since joining the Board and taking on the Chair Lisa has delivered investment and strategic experience along with her detailed and
effective leadership skills. Through Lisa’s pension fund roles, particularly with the early adoption of TCFD, she has a comprehensive
understanding of the importance and challenges of ESG and climate related issues. In her role as Chair, Lisa has continued to work
closely with the corporate brokers and the Managers to improve communication both internally and externally for the benefit of
all and, in particular, when considering a shareholder perspective. Lisa continues to lead the Board with an inclusive and engaging
manner and her nomination for re-election as Chair and non-executive Director is supported by both the Board and the Managers.
Independent Non-Executive Director
Appointed to the Board on 13 December 2017 and, with effect from 28 February 2018, as Chair of
the Audit and Management Engagement Committees.
Skills and experience
Neal is a chartered accountant with an MA in Modern History from Oxford University. Neal was a partner at PwC from 1996
to 2013. He led PwC’s Pharmaceutical and Healthcare M&A practice for 17 years and was also chief operating officer of PwC’s
Advisory Services business.
Other appointments
Neal is currently chairman of ProVen VCT plc and Octopus AIM VCT Plc and a trustee of The Conservation Volunteers.
PCGH Share Interests
10,073 (0.01% of ISC)
Annual Remuneration
£36,750 (including Audit Committee Chair supplement)
Rationale for supporting re-election
Neal has recent and relevant financial expertise with a strong accounting background which enables him to perform in-depth
analyses of the Company’s performance and Financial Statements. In addition to his financial expertise, Neal has a wealth of
experience in evaluating pharmaceutical and healthcare companies having previously led PwC’s Pharmaceutical and Healthcare
M & A practice. Neal is Chair of the Company’s Audit Committee, a role in which he has had extensive experience through prior
board roles. Neal’s re-election as a non-executive Director and both Audit and Management Engagement Committee Chair is
supported by the Board and the Managers.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 20238
Overview
Jeremy Whitley Non-Executive Director
Andrew Fleming Non-Executive Director
Independent Non-Executive Director
Appointed to the Board on 1 December 2019, also a member of the Audit and Management
Engagement Committees.
Skills and experience
Jeremy was formerly Head of UK and European Equities at Abrdn Asset Management, a position he held from 2009 to 2017.
Previous roles there included being a senior investment manager on the Global equities team as well as the Asian equities
team based in Singapore, where he was lead manager of the Edinburgh Dragon Trust. He began his investment career at
SG Warburg & Co in 1988.
Other appointments
Jeremy is chairman of The Scottish Oriental Smaller Companies Trust plc and a non-executive director of JP Morgan Indian
Investment Trust plc. Jeremy also acts as trustee to a number of charitable organisation and social enterprises.
PCGH Share Interests
20,000 (0.02% of ISC)
Annual Remuneration
£31,000
Rationale for supporting re-election
Jeremy’s experience, not least from his prior roles at Abrdn Asset Management, has enabled him to bring a global perspective
and challenge to the regular review of the portfolio and he has been a strong advocate for clear performance attribution
analysis. Jeremy also brings to the Board experience from other investment trust management houses. Jeremy’s re-election as a
non-executive Director is supported by the Board and the Managers.
Independent Non-Executive Director
Appointed to the Board on 1 December 2019, also a member of the Audit and Management
Engagement Committees.
Skills and experience
Andrew was previously chief executive of Waverton Investment Management. He started his career at Gartmore where he was a main
board director and head of equities. Andrew went on to hold global positions at ABN Amro and was chief executive of Kames Capital
for nine years. He was previously chairman of JP Morgan Japanese Investment Trust plc retiring in December 2018.
Other appointments
Andrew is chair of Saltus Asset Management Limited and a non-executive director of Keystone Positive Change Investment
Trust plc. Andrew is also involved with a number of social enterprises including acting as chair of CTVC Limited and Hillside
Productions Limited, both affiliated with The Rank Foundation; where he is a trustee. He was a member of the investment
Committee of the National Trust and has recently stood down as chairman of the Investment Committee of the Rank
Foundation endowment. He is a member of the investment advisory committee of AMIH Holdings and Azalea Trust.
PCGH Share Interests
10,000 (0.01% of ISC)
Annual Remuneration
£31,000
Rationale for supporting re-election
Andrew continues to share his investment and management experience and is a key participant in Board meetings. In addition
to his extensive investment and commercial management expertise, he also has prior ESG experience having launched one
of Europe’s first ESG funds over 20 years ago and was a very early advocate and signatory of the UNPRi principles. Andrew’s
re-election as a non-executive Director is supported by the Board and Managers.
Board of Directors continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 9
Overview
James Douglas, PhD – Co-Manager Gareth Powell, CFA – Co-Manager
James joined Polar Capital in September 2015 and is a Fund Manager
for the Healthcare team. He was appointed Co-Manager for the Polar
Capital Global Healthcare Trust plc in August 2019.
Prior to joining Polar Capital, James worked in equity sales
specialising in global healthcare at Morgan Stanley, RBS and HSBC.
He also has equity research experience garnered from his time at
UBS, where he worked as an analyst in the European pharmaceutical
and biotechnology team. Before moving across to the financial
sector, he worked as a consultant for EvaluatePharma.
Gareth joined Polar Capital in 2007 to set up the Healthcare team.
Prior to this, he worked at Framlington where he began his career
in investment management in 1999. Soon afterwards, in 2001,
he joined the Healthcare Team and helped launch the Framlington
Biotech Fund, which he managed from 2004 until his departure.
Gareth studied biochemistry at Oxford, during which time he worked
at Yamanouchi, a leading Japanese pharmaceutical company (later to
become Astellas). As well as this, Gareth worked for the Oxford
Business School and various academic laboratories including the
Sir William Dunn School of Pathology and the Wolfson Institute for
Biomedical Research.
David Pinniger, CFA
David joined Polar Capital in August
2013 as a Portfolio Manager within the
Healthcare team, to launch the Polar Capital
Biotechnology Fund. Prior to joining Polar
Capital, he was Portfolio Manager of the
International Biotechnology Trust at SV Life
Sciences.
Previously, David spent three years working
at venture capital firm Abingworth as an
analyst managing biotechnology investments
held across the firm’s venture and specialist
funds, and four years at Morgan Stanley
as an analyst covering the European
pharmaceuticals and biotechnology sector.
Deane Donnigan, Pharm D
Deane joined Polar Capital in June 2013 and
is the Lead Manager of the Polar Capital
Healthcare Discovery Fund.
Prior to joining Polar Capital, Deane
began her career at the Medical College
of Georgia, before becoming a clinical
specialist in Drug Information and Adult
Internal Medicine with Emory University
Hospital in Atlanta, Georgia. After several
years, she moved to the UK to join
Framlington (now AXA Framlington) as an
analyst for the healthcare unit trust, led by
Anthony Milford. She went on to become
lead portfolio manager of the Framlington
Healthcare and Framlington Biotechnology
funds. Deane is both a US and UK citizen.
Brett Pollard, PhD
Brett Pollard joined the Polar Capital
Healthcare team in September 2021 as
an Investment Analyst. Prior to this, he
was Managing Director of Strategy and
Corporate Development at Scapa plc, with
responsibility for investor relations. Since
2001 he has worked across the healthcare
sector and within equity capital markets as a
healthcare analyst, most recently at Numis.
Brett has also worked in and led financial
communications, corporate development,
investor relations and operations.
Investment Team
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202310
Overview
Daniel Mahony, PhD
Daniel joined Polar Capital to set up the
Healthcare team in 2007. From 2019 he
focused on leading healthcare strategy and
business development and, since October
2021, has worked with the team on an
advisory basis. Prior to joining Polar Capital,
he was head of the European healthcare
research team at Morgan Stanley, covering
the European biotechnology, medical
technology and healthcare services sectors.
Previously, Daniel worked in New York for
ING Barings Furman Selz following the US
biotechnology sector. Before working in
the investment field, Daniel worked as a
research scientist for seven years with the
majority of his time at Schering Plough
Corporation in California.
Damiano Soardo, CFA
Damiano joined the Polar Capital Healthcare
team as an Investment Analyst in October
2020. He started at the company in 2016 as
part of the Operations team before moving to
the Risk team in 2019. Prior to joining Polar
Capital, he worked as a technical consultant
at a FinTech company. Damiano has an MSc
in Mathematics and Foundations of Computer
Science from the University of Oxford and is a
CFA charter holder.
Audrey Stynes
Audrey joined the Polar Capital Healthcare
team in April 2019 as the team assistant.
Aside from organising the team’s
administration and communication
workload both internally and externally,
she coordinates presentations and marketing
materials in addition to generating bespoke
reports that inform daily fund management
activities for the team at large. Previously,
Audrey worked in the company’s Product
and Operations teams when she joined Polar
Capital in March 2018.
Tara Raveendran, PhD
Tara joined Polar Capital in September 2021
as a consultant focused on independent
research for the team. Prior to joining Polar
Capital, she was the Head of Healthcare
& Life Sciences Research at Shore Capital.
Previously Tara spent over 15 years working
in equity research, specialising in European
pharmaceuticals, biotechnology and
MedTech at Lehman Brothers and Jefferies.
She has also worked with a number of
healthcare-focused startups through her life
sciences consultancy, SSquared Consulting,
most recently working with the UK
government’s Vaccine Taskforce.
Accelerating innovation,
ongoing consumer demand
for products and services
and technology-driven
efficiencies all help underpin
a constructive view on the
healthcare sector.
Investment Team continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 11
Manager’s Report
Manager’s
Report
Track record and an
experienced team
Annual Report and Financial Statements 2023 • Polar Capital Global Healthcare Trust plc 11
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202312
Manager’s Report
Investment Manager’s
Report
The objective of Polar Capital Global Healthcare Trust plc (the Company) is to
generate long-term capital appreciation by investing in a globally diversified
portfolio of healthcare companies.
The Company’s diversification strategy, coupled with its focus
on large-capitalisation healthcare companies with robust,
medium-term growth outlooks, helps drive the positive risk/
return profile of the underlying assets, relative to the more
volatile areas of healthcare. Further, the broad investment remit
affords the opportunity to invest in growth areas regardless
of the economic, political and regulatory environment.
Importantly, the Company also has the opportunity to invest
in earlier-stage, more innovative and disruptive companies that
tend to be lower down the market-capitalisation and liquidity
scales. This is a key advantage of the Company’s closed
ended structure. Regardless of size, subsector or geography,
stock selection is central to the process, as we look to identify
companies where there is a disconnect between valuations and
the near and medium-term growth drivers.
In terms of structure, the majority of the Company’s assets
(calculated on a gross basis and referred to as the Growth
portfolio) will be invested in companies with a market
capitalisation >$5bn at the time of investment, with the
balance invested in companies with a market capitalisation
<$5bn (a maximum of 20% of gross assets, and referred to as
the Innovation portfolio). At the end of the reporting period,
31 companies in the portfolio were Growth investments
(95.0% of net assets) and 11 were Innovation investments
(14.3%). Structural debt, in the form of Zero Dividend
Preference shares, currently offers access to additional liquidity
and the opportunity to enhance returns.
James Douglas
Co-Manager
Gareth Powell
Co-Manager
Market Capitalisation
Market Cap at
30 September
2023
30 September
2022
Large (>US$10bn) 80.4% 78.5%
Medium (US$5bn - US$10bn) 14.6% 16.0%
Small (<US$5bn) 14.3% 12.8%
Other net liabilities (9.3%) (7.3%)
100.0% 100.0%
Source: Polar Capital.
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 13
Manager’s Report
Over the financial year to 30 September 2023, the Company
delivered a NAV per share total return of 4.2%, a 3.0%
outperformance of its benchmark, the MSCI All Country
World Daily Net Total Return Health Care Index. The absolute
performance of the healthcare sector was modestly positive,
up 1.2% over the reporting period, but it underperformed
the broader market, as tracked by the MSCI All Country
World Net Total Return Index (all figures above are in sterling
terms) which was up 10.5%.
A cautious investing environment, very much apparent in
the first three months of the financial year with investors
favouring more defensive sectors, changed in early 2023
and was replaced with a heightened sense of optimism.
That optimism, driven by better-than-expected economic
growth and receding fears of a recession, was evident in
the outperformance of more economically sensitive areas
of the market such as communication services, information
technology and consumer discretionary. This trend, while
volatile, persisted until the end of July, when investors
reverted once again to safety on the back of higher interest
rates and worries of a deteriorating macroeconomic
environment should interest rates stay higher for longer.
Reflecting on the Company’s performance, there was
strong stock selection across the entire market-capitalisation
spectrum, partially offset by negative allocation, with
the Company’s above benchmark exposure to small and
mid-capitalisation stocks the biggest drag on performance.
Within the benchmark, distributors, healthcare supplies and
healthcare facilities all performed strongly over the period,
reflecting an acceleration in utilisation and consumption –
a central investment theme for the Company in 2023.
At the other end of the scale, the past 12 months have been
difficult for the healthcare services, life sciences tools and
services, and managed healthcare subsectors. The healthcare
services and managed care subsectors both struggled thanks
to the fear of elevated medical costs, driven by increased
utilisation and patient volumes. The life sciences tools
and services subsector suffered from a variety of earnings
headwinds including post-Covid destocking, a dramatic
slowdown in China and more conservative spending from
their biopharmaceutical customers.
As set out in last year’s annual report, the focus was very
much on three key investment themes:
Rising utilisation: during the year, medical device
companies, healthcare facilities and distributors all pointed
to an increase in both utilisation (i.e. patient volumes), and
the consumption of healthcare products and services.
Disrupting the delivery of healthcare: comments from the
managed care industry also underpinned our view that
more and more healthcare procedures are being delivered in
lower-cost, outpatient settings, especially among US seniors.
Consolidation: we witnessed the completion of several
mergers and acquisitions during the financial year, despite
greater scrutiny from the US Federal Trade Commission.
The themes discussed above will continue to be relevant as we
look forward to the next financial year, but we have modified
our emphasis into areas where we see the most interesting and
underappreciated near-term investment opportunities, namely
innovation, artificial intelligence (AI) and emerging markets.
We explore these themes in more detail on p15, under
‘Healthcare: Fundamentals remain strong’.
Performance review
Over the financial year to the end of September 2023, the
Company achieved a positive return on net assets of 4.2%,
which was 3.0% ahead of its benchmark. This performance
was delivered despite a challenging backdrop whereby the
overall healthcare sector underperformed the broader market.
In sterling terms, global equity markets posted muted returns
in the first three months of the financial year with investors
adopting a cautious approach which saw more defensive areas
of the market (and healthcare) outperform.
The Company entered the financial year with a large exposure
to healthcare facilities and biotechnology along with a positive
view on managed care. The biggest underweights were in the
pharmaceuticals, healthcare equipment and supply sectors,
alongside a smaller underweight in life sciences tools and
services and healthcare services. During the second quarter of
this reporting period, consistent with our view that utilisation
of healthcare would start to pick up in 2023, we turned more
positive on healthcare equipment, healthcare supplies and
pharmaceuticals, added additional exposure to healthcare
facilities but reduced our positioning in managed care to an
underweight. Also, the exposure to life sciences tools and
services was switched to an overweight. However, as 2023
progressed, with fear over the macroeconomic picture became
more challenging due to persistent inflation, and a high interest
rate environment, we closed the underweight in managed
care and reduced the holdings in life sciences tools and services
and biotechnology. From a subsector point of view, the largest
positive contributors to performance were biotechnology,
healthcare equipment and facilities thanks to strong selection
and positive allocation. On the other hand, stock-picking and
allocation in life sciences tools and services were the most
significant detractors to performance, together with weak
selection effect in distributors.
From a market-capitalisation perspective, stock selection was
positive across the entire range. For the larger-capitalisation
investments, in which the Company was underweight relative to
the benchmark, allocation was slightly negative but stock-picking
was substantially stronger. By contrast, small and midsized
healthcare companies had a very challenging period, especially
at the start of the financial year and towards the end of it.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202314
Manager’s Report
To put this into perspective, the Russell 2000 Healthcare Index
underperformed the S&P 500 Healthcare index by over 32%,
in dollar terms, over the course of the year. Consequently, given
the Company’s overexposure to small and mid-capitalisation
stocks, the allocation effect was negative.
On a geographical basis, all regions contributed positively except
the Middle East and Africa. The largest contributors were Asia
Pacific ex-Japan, where selection was productive; Europe, where
allocation was particularly favourable; and North America, which
benefitted from both good selection and allocation.
The active management of gearing did not have a meaningful
contribution to performance after accounting for foreign
exchange moves.
Top 10 Relative Contributors (%)
Average
Stock
Weight
Active
Weight
Stock
Return
Stock
Return
vs BM
Total
Attri-
bution
Zealand Pharma A/S 3.45 3.45 73.33 72.14 2.13
Pfizer 0.00 -3.15 -27.80 -28.99 1.13
Roche Holding AG 0.00 -3.07 -20.71 -21.90 0.87
Legend Biotech Corp 1.52 1.47 50.75 49.55 0.72
Seagen 1.14 0.82 41.97 40.77 0.67
CVS Health Corp 0.00 -1.42 -32.97 -34.16 0.62
Max Healthcare Institute 1.60 1.58 25.05 23.86 0.61
AstraZeneca 4.48 1.64 11.65 10.45 0.60
HCA Healthcare 3.09 2.34 22.55 21.35 0.59
Bristol Myers Squibb 0.00 -1.97 -25.24 -26.44 0.57
Source: Polar Capital, as at 30 September 2023. Note: BM = benchmark.
Positive relative contributors to performance for the financial
year included Zealand Pharma, Pfizer, Roche Holding, Legend
Biotech, and Seagen.
Zealand Pharma is a Danish biotechnology company focused
on developing drugs for metabolic and gastrointestinal
diseases. During the period, the company reported
encouraging clinical data for its pipeline assets targeting short
bowel syndrome and, more importantly, obesity. The stock’s
strong performance reflects the euphoria that surrounds
obesity assets as witnessed with those of Eli Lilly and Novo
Nordisk (note the Company did not own Novo Nordisk, during
the reporting period).
The lack of exposure to Pfizer, a company that benefitted
significantly from the Covid pandemic by producing vaccines and
other therapeutics, was a positive contributor. The company’s
relatively poor performance was mainly due to management’s
failure to set the right expectations for sales of Covid-related
products, driving negative earnings revisions, and dramatically
increased spend on R&D for its non-Covid pipeline.
Also, not holding Roche Holding was beneficial to the
portfolio’s performance. The Swiss pharmaceutical giant, like
Pfizer, saw its earnings estimates being cut throughout the
financial year as revenue for its Covid diagnostics portfolio
decreased faster than initially anticipated and other areas of its
portfolio also delivered sales below consensus. Additionally, the
company suffered from pipeline disappointments for important
assets in Alzheimer’s disease and oncology.
Legend Biotech, a biotechnology company with a focus on
tumour treatment, released extremely compelling clinical
data for a drug called Carvykti. Used for the treatment of
multiple myeloma, a bone marrow cancer, the trial in question
met its primary endpoint of a significant improvement in
progression-free survival. The stock was further buoyed when
partner Johnson & Johnson reported better than expected sales
for Carvykti.
Seagen, delivered a strong end to their 2022 financial year,
reported 2023 guidance that was well received by the market
and also highlighted significant progress and opportunities
in the pipeline. In February 2023, shares came under further
upwards pressure due to rumours that Pfizer was in discussion
to acquire Seagen. These rumours were confirmed in early
March, when Pfizer announced its intention to buy Seagen for
a deal worth nearly $43bn.
Bottom 10 Relative Contributors (%)
Average
Stock
Weight
Active
Weight
Stock
Return
Stock
Return
vs BM
Total
Attri-
bution
Novo Nordisk A/S 0.00 -3.31 64.63 63.43 -1.71
Cytokinetics 2.55 2.55 -44.32 -45.52 -1.66
Revance Therapeutics 1.80 1.80 -61.10 -62.30 -1.01
Bio-Rad Laboratories 2.07 1.95 -21.32 -22.51 -0.74
Inspire Medical
Systems 1.24 1.24 2.44 1.25 -0.59
Option Care Health 1.33 1.33 -5.87 -7.07 -0.55
Agilent Technologies 1.02 0.48 -15.19 -16.39 -0.48
Acadia Healthcare 2.37 2.37 -17.65 -18.85 -0.42
Merck KGaA 1.57 1.25 -5.60 -6.79 -0.40
Novartis 1.17 -1.49 27.92 26.72 -0.38
Source: Polar Capital, as at 30 September 2023. Note: BM = benchmark.
Negative relative contributors to performance for the
financial year 2023 included Novo Nordisk, Cytokinetics,
Revance Therapeutics, Bio-Rad Laboratories, and Inspire
Medical Systems.
The lack of exposure to Novo Nordisk, a Danish
pharmaceutical business with the only commercialised latest-
generation Glucagon-Like Peptide-1 (GLP-1) drug to target
obesity, was the largest detractor during the financial year.
Investment Manager’s Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 15
Manager’s Report
As mentioned earlier, and discussed in more detail below,
investors’ appreciation for the market opportunity for
Novo Nordisk’s weight-loss drug Wegovy and similar assets
skyrocketed on the back of exceptional commercial success
and compelling new clinical results.
Cytokinetics, a US biotechnology company developing
drugs that modulate muscle function to treat principally
cardiovascular diseases, was caught in the selloff of early-stage
biotechnology stocks after the collapse in March of Silicon
Valley Bank, an important institution that at the time
financed over half the US venture capital-backed healthcare
and technology companies. In addition, investors started to
question the market opportunity for Cytokinetics’ key asset
aficamten following a slow launch of Bristol-Myers Squibb’s
Camzyos, a drug with a similar mechanism of action and target
indication as aficamten, although this is the typical pattern for
newly launched cardiovascular medicines.
Revance Therapeutics commercialises Daxxify, a toxin
approved for the treatment of frown lines and in development
for therapeutics use (cervical dystonia in adults, migraine
etc). Despite extremely encouraging sales from the very
first month of Daxxify’s launch, subsequent quarters did
not see such a rapid pace of sales and sentiment soured
on the product. Investors were additionally disappointed
when, during the capital market day in September 2023,
management announced their intention to pivot away from
its premium-pricing model for Daxxify, a decision that led the
market to question the differentiation of the product versus
Abbvie’s market-leading product Botox.
Life sciences tools and services company Bio-Rad Laboratories
reported a series of downgrades to both their fiscal year 2023
and medium-term expectations. Like many other businesses
in the industry, Bio-Rad Laboratories faced a number of
challenges which included customers’ inventory destocking,
biopharmaceutical funding constraints and tighter sanctions
in Russia.
Inspire Medical Systems is a medical technology company
whose sole focus is the treatment of obstructive sleep
apnoea (OSA) through hypoglossal-nerve stimulation. Despite
delivering excellent revenue growth and guidance upgrades
in the first two quarters of the calendar year, the stock lost
over 35% of its value in August and September 2023. The
company’s future growth was seen as being negatively
impacted by the significant potential growth in use of the latest
weight-loss drugs which could significantly shrink the funnel of
new patients with OSA, a condition which is often associated
with obesity.
Healthcare: Fundamentals remain strong
The 2022 Annual Report focused on three key themes we
believed were accelerating:
Healthcare delivery disruption accelerating including
the shift to value-based care: Not just driving patient
volumes through lower-cost settings but coordinating care to
drive better outcomes.
Utilisation: Working through the ever-growing backlog of
patients as healthcare systems globally learn to live with Covid.
Consolidation: Healthcare is highly fragmented and heavily
populated with companies that have robust cashflows and
strong balance sheets. M&A activity has increased of late and
is highly likely to continue on the same path.
We continue to believe the above themes will be important
for some time, however in a rapidly evolving environment the
following themes are not only topical but also have significant
commercial relevance:
Innovation: 2023 has witnessed a number of highly
significant medical breakthroughs in a broad range of
therapeutic categories.
Artificial intelligence and machine learning:
Advancements in machine learning algorithms, greater
access to data and the availability of more powerful mobile
networks could materially accelerate the pace of change in the
healthcare industry.
Emerging markets: After a challenging period, especially in
China, emerging markets should be a source of growth driven
by an ever-increasing demand for healthcare products and
services.
Innovation: Reaching new heights
It is stating the obvious that the biopharmaceutical sector,
and indeed the broader healthcare industry, is highly
innovative as scientists attempt to tackle difficult to treat
diseases with novel ground-breaking treatment modalities.
This innovation has shifted to a new level in 2023 where
we have seen positive clinical data in areas of high unmet
medical need such as early-stage breast cancer, late-stage
lung cancer, chronic obstructive pulmonary disease (smoker’s
cough), Alzheimer’s disease and obesity. Focussing on just
one disease area as an example, with more than one billion
(Source: Obesity Statistics in 2023, Forbes Health) people
suffering from obesity worldwide, the societal challenge and
commercial opportunity is simply enormous.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202316
Manager’s Report
Source: Adobe Stock Image
GLP-1s and obesity: Weighing up pros
and cons
One of the biopharmaceutical industry’s most significant
breakthroughs in recent times has been in the field of obesity,
with the field led by Eli Lilly and Novo Nordisk, the former
being the largest holding in the Company at the end of the
financial year. In terms of development of this category,
Eli Lilly has developed tirzepatide which contains a GLP-1
that has utility in both the treatment of diabetes and obesity.
The drug has multi-factorial mechanisms of action, all of
which contribute to the drug’s efficacy. Not only do GLP-1s
stimulate insulin synthesis and secretion from the pancreas,
they also increase insulin sensitivity, reduce the pace of gastric
emptying and appear to work with the brain to reduce food
intake. In terms of efficacy, tirzepatide has demonstrated
weight loss >20% over a 72-week period. Novo Nodisk’s
drug, Wegovy, has demonstrated high-teens percentage
weight loss over a 68-week period.
The impact GLP-1s are having on weight loss is hugely
impressive, but there is just as much excitement with some
of the secondary benefits of the drug class. Novo Nordisk
released the top-line results of a cardiovascular outcomes
study called SELECT which revealed that Wegovy reduces
the risk of major adverse cardiovascular events by 20% in
adults with obesity and established cardiovascular disease.
So not only does the drug help patients lose weight, but
it also reduces their risk of further serious cardiovascular
events, such as myocardial infarction (heart attack) and
stroke. Further, Novo Nordisk and Eli Lilly are also looking
at how these drugs could help patients with disorders such
as obstructive sleep apnoea (a disorder where breathing
stops and starts while you sleep), pain associated with
osteoarthritis, heart failure, non-alcoholic steatohepatitis
(fatty liver disease) and diabetes prevention. Clearly we need
to see the final data from the ongoing clinical trials, but it is
easy to understand why the scientific community, and indeed
the investment community, is so excited by the potential of
these drugs. For context, by 2030 the combined estimated
sales of Eli Lilly’ tirzepatide and Novo Nordisk’s Wegovy is
c$40bn in obesity alone (Source: Bloomberg), a figure that
only represents modest penetration of the global pandemic
that is obesity.
The euphoria surrounding the positive implications of the
obesity drugs is easy to understand, but it is the potentially
negative long-term implications for other healthcare subsectors
that needs more careful consideration. Continuous glucose
monitoring, for example, is an area where the market is starting
to question the total addressable market given the GLP-1s’
positive effect on controlling blood sugar levels and, potentially,
delaying the need for diabetics to move on to insulin. An even
bigger concern for medical device companies that have exposure
to diabetes is the potential for GLP-1s to prevent diabetes.
Obstructive sleep apnoea is another area where GLP-1s could
prove effective, as illustrated by the pressure being seen on the
valuations of companies that manufacture continuous positive
airway pressure devices and implants that are used to open
airways. Another concern, albeit a bit more tenuous, is the
impact that obesity drugs could have on the demand for large
joints such as hips and knees. Novo Nordisk is running a clinical
trial that is looking at not just weight loss, but also at how
much knee pain participants suffer from and how this affects
participants’ daily life. With osteoarthritis the most common
cause of joint replacements, there is some concern that the
demand for large joint replacements will wane over time.
In conclusion, obesity medications could have a hugely positive
impact on the health of millions of patients globally and could
be of financial benefit to healthcare systems spending huge
amounts of money to treat effects of the disease. In terms of
investment opportunities, the companies developing the drugs
are understandably attracting lots of attention, but it is also the
supply chain in areas like manufacturing and distribution that
should benefit from the huge demand for the therapies. Relevant
Company investments included Zealand Pharma, Aptar Group
and Beckton Dickinson, in addition to the holding in Eli Lilly.
However, it is important to remain measured given we are a
very long way from solving the world’s obesity pandemic. Not
because the drugs aren’t effective, but because access to care will
remain a challenge for many, and not just in emerging markets.
Artificial intelligence: Adding value today
Another hot topic of conversation in 2023 has been artificial
intelligence (AI) and machine learning (ML) and how they
can be used to make healthcare more productive. AI and
ML technologies can sift through enormous volumes of
health data and analyse it much faster than humans can.
For example, AI can assist physicians with note taking and
content summaries that can help ensure that medical records
are as accurate and as thorough as possible. AI could also
automate coding in hospitals and the sharing of information
between departments and billing. Fraud prevention is another
area where AI and ML can be used to help identify unusual or
suspicious patterns in insurance claims, diagnostic procedures
and billing. In essence, the opportunities for AI and ML to
add value in a very heavily regulated industry are endless
but it makes sense to focus on areas where there is tangible
evidence of progress and where we can invest today.
Investment Manager’s Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 17
Manager’s Report
Source: Adobe Stock Image
Diagnostics is a field of medicine where AI and ML are
starting to have a material impact on accuracy and, more
importantly, patient outcomes. Take colonoscopy for example,
a technique that remains the gold standard in detecting and
preventing colorectal cancer. The current procedure does have
limitations with some studies suggesting that more than half of
post-colonoscopy colon cancer cases arise from lesions missed
at patients’ previous colonoscopies. Researchers at the Mayo
Clinic are investigating how AI can be used to improve polyp
detection. In the case of colon cancer, the AI system works
alongside the physician in real time, scanning the colonoscopy
video feed and drawing small, red boxes around polyps that
might otherwise get overlooked.
AI-based real-time image analysis software is also being used
in ultrasound machines to enhance sonographers’ ability to
interpret images. Obstetrics has embraced the technology
given its impact on efficiency and workflow but more
importantly its ability to reduce omissions and errors. A good
example is Intelligent Ultrasound’s SCANNAV Assist software
that has been incorporated into GE Healthcare’s Volusion
SWIFT ultrasound machines.
Revenue cycle management is also benefitting from intelligent
automation, with US company R1 RCM one of the leading
protagonists. Hospitals, health systems and physician groups
can all benefit from technologies and services that improve
financial performance and promote patient satisfaction.
Patient scheduling, pre-registration and clearance, coding and
processes to deal with denials can all benefit enormously from
predictive, technology-driven solutions. As for the patients,
efficient and organised scheduling, registration, admissions
and payment can lead to high levels of satisfaction, and
importantly, high levels of retention.
Relevant Company investments included Intuitive Surgical,
Iqvia, Intelligent Ultrasound and R1 RCM.
Emerging markets: Is China on the road to
recovery?
The lifting of the Covid lockdowns was the catalyst for a strong
rebound in economic activity in China in early 2023. However,
growth stalled, with falling consumer spending, a real estate
crisis and slumping exports all contributing factors. This macro
slowdown adversely affected a number of industries, including
the life sciences tools and services sector. There are also some
healthcare-specific challenges that have been weighing on the
sector in recent months, primarily an anti-corruption campaign
that is looking to “resolutely punish corruption” in the medical
sector “with a zero-tolerance attitude”.
Promoting systematic governance throughout the entire
healthcare sector, the anti-corruption campaign seeks to
uncover questionable links between hospital managers, doctors
and medical representatives. If successful, the campaign could
significantly advance China’s healthcare industry, making
it more affordable and freeing much-needed resources for
innovative medicines, devices, technologies and services.
However, the initiative has resulted in a slowdown in activity
with doctors reluctant to participate in academic conferences
or prescribe imported drugs. There has also been a marked
decline in orthopaedic and ophthalmic surgeries as clinicians
and surgeons temporarily reduce activity. Further, medical
device companies have highlighted a modest impact on capital
placements in the short term with hospital procurement
processes also under the microscope.
As soon as the Chinese healthcare system has successfully
navigated its way through the anti-corruption campaign,
investors can once again focus on the strong, underlying
fundamentals of the region. Government policy is supportive
for healthcare, encouraging investment in research and
development to satisfy the desire for best-in-class medicines.
Further, volume-based procurement (VBP), which has weighed
on the biopharmaceutical and medical device industries for
the past five years, appears to be stabilising. The government
is comfortable with the price adjustments VBP has put in place
and is easing up on its policies, seeking a greater balance
between cost control and innovation. With a more supportive
regulatory backdrop, coupled with a recovery in the economy,
companies with significant exposure to China could be
interesting as we look into 2024, with life sciences tools and
services, medical devices and biopharmaceuticals the most
likely beneficiaries.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202318
Manager’s Report
Source: Adobe Stock Image
Positioning and process: Constructive
on biotechnology, healthcare facilities,
healthcare supplies and equipment
We remain constructive on the healthcare sector as a whole,
in particular on biotechnology, healthcare facilities,
healthcare supplies and equipment, which were three
of our largest overweight subsector positions as at
29 September 2023. Despite the challenging environment for
early-stage biotechnology investing, we remain constructive on
the broader subsector, which continues to be innovative and
highly productive with many of the Company’s investments
in businesses with either late-stage assets or commercialised
drugs or both. Consolidation was a key theme highlighted
in last year’s report and we were pleased to see that the
pace of M&A activity picked up in 2023, with many large
biopharmaceutical companies announcing their intention to
acquire biotechnology assets in order to reinvigorate revenue
growth and strengthen their pipelines.
From a geographical perspective, the Company continues
to have an overweight stance in Europe and Japan. The
biggest change to the portfolio was moving North America
from being an overweight to an underweight, which does
not reflect a less positive perspective on the region but was
an effect of stock selection and changes in the allocation to
subsectors.
We entered the year with an underweight in healthcare
supplies and equipment given the challenges the industry
faced (supply-chain constraints, low hospital volumes due
to staffing shortages, a strengthening US dollar). However,
our stance turned more positive towards the start of 2023
with the view that utilisation of healthcare would start to
reaccelerate after a period of low hospital and procedural
volumes during the pandemic. This thesis proved accurate
and we believe utilisation will continue to stay elevated
at least for the short term, hence our overweight in the
sector as at the end of the financial year. Additionally, the
medical technology sector is ripe to take advantage of the
opportunities afforded by AI which is already being deployed,
for instance to assist medical imaging reading (Intelligent
Ultrasound Group) and in robotic surgery (Intuitive Surgical).
Increased utilisation should also be beneficial for healthcare
facilities, therefore our overweight in the sector has
not changed significantly over the period under review.
As delivery disruption is an important secular trend in
healthcare, our holdings in the sector are in businesses
providing access to healthcare services in the lowest-cost
settings such as the home and outpatient facilities or
Ambulatory Surgery Centres (ASC) and businesses involved in
behavioural health services.
As in the past, the pharmaceuticals sector remains a
significant underweight relative to the benchmark for the
Company. We take the view that, collectively, pharmaceutical
companies have fairly uninspiring revenue and earnings
growth profiles. However, there are therapeutic areas which
are very attractive and could lead to significant revenue and
earnings growth. Such an area of interest is metabolic health
which covers diseases such as diabetes and obesity. Over the
year we increased our exposure to this theme by adding to
our holdings in Eli Lilly which, together with Zealand Pharma
(a biotechnology company), is the most direct expression of
our positive view on weight-loss therapies.
Investment Manager’s Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 19
Manager’s Report
-15 -10 -5 0 5 10 15
Healthcare Facilities
Biotechnology
Healthcare Supplies
Metal, Glass & Plastic Containers
Managed Healthcare
Healthcare Technology
Life Sciences Tools & Services
Healthcare Services
Healthcare Distributors
Healthcare Equipment
Pharmaceuticals
-15 -10 -5 0 5 10 15
Biotechnology
Healthcare Facilities
Metal & Glass Containers
Managed Healthcare
Healthcare Supplies
Healthcare Technology
Healthcare Distributors
Healthcare Services
Life Sciences Tools & Services
Healthcare Equipment
Pharmaceuticals
Source: Polar Capital.
Subsector weightings relative to benchmark
30 September 2023 30 September 2022
-15 -10 -5 0 5 10 15
Healthcare Facilities
Biotechnology
Healthcare Supplies
Metal, Glass & Plastic Containers
Managed Healthcare
Healthcare Technology
Life Sciences Tools & Services
Healthcare Services
Healthcare Distributors
Healthcare Equipment
Pharmaceuticals
-15 -10 -5 0 5 10 15
Biotechnology
Healthcare Facilities
Metal & Glass Containers
Managed Healthcare
Healthcare Supplies
Healthcare Technology
Healthcare Distributors
Healthcare Services
Life Sciences Tools & Services
Healthcare Equipment
Pharmaceuticals
Source: Polar Capital.
Note: Sector exposure refers to the extent to which the Fund is overweight or underweight in each sector compared (relative) to the index (MSCI All Country World/Healthcare Total Return Index).
Geographical Exposure at 30 September 2023 30 September 2022
United States 65.1% 72.3%
United Kingdom 10.6% 6.4%
Denmark 8.3% 4.3%
Japan 7.6% 6.9%
Switzerland 7.1% 6.4%
France 3.9% 2.6%
Sweden 2.8% 2.9%
Germany 2.3% 2.2%
India 0.8% -
Ireland 0.8% 1.0%
Netherlands - 2.3%
Other net liabilities (9.3%) (7.3%)
Total 100% 100%
Geographical Exposure at 2023
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Geographical Exposure at 2022
Sector Exposure at 2023
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Sector Exposure at 2022
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Geographical Exposure at 2023
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Geographical Exposure at 2022
Sector Exposure at 2023
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Sector Exposure at 2022
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Geographical Exposure
2023
2022
Source: Polar Capital.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202320
Manager’s Report
Sector Exposure at 30 September 2023 30 September 2022
Pharmaceuticals 30.8% 31.3%
Biotechnology 20.2% 28.3%
Healthcare Equipment 15.4% 12.1%
Managed Healthcare 11.1% 13.1%
Healthcare Facilities 9.7% 7.4%
Healthcare Supplies 7.6% 2.9%
Life Sciences Tools & Services 6.8% 4.3%
Metal & Glass Containers 2.5% 2.4%
Healthcare Services 2.4% 2.1%
Healthcare Technology 2.0% 1.5%
Healthcare Distributors 0.8% 1.9%
Other net liabilities (9.3%) (7.3%)
Total 100% 100%
Geographical Exposure at 2023
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Geographical Exposure at 2022
Sector Exposure at 2023
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Sector Exposure at 2022
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Geographical Exposure at 2023
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Other net liabilities
Netherlands
Ireland
India
Germany
Sweden
France
Switzerland
Japan
Denmark
United Kingdom
United States
Geographical Exposure at 2022
Sector Exposure at 2023
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Sector Exposure at 2022
Other net liabilities
Healthcare Distributors
Healthcare Technology
Healthcare Services
Metal & Glass Containers
Life Sciences Tools & Services
Healthcare Supplies
Healthcare Facilities
Managed Healthcare
Healthcare Equipment
Biotechnology
Pharmaceuticals
Sector Exposure
2023
2022
Source: Polar Capital.
While the previous charts focus on subsector and geographical
weightings, bottom-up stock selection is central to the
team’s investment process. The healthcare industry is
extremely complicated and dynamic, and subject to varied
news flow which lends itself to active management. We
look to take advantage of dislocations between near-term
valuations and medium-term fundamentals. Our own in-house
idea generation is complemented by input from external
research, with conviction built through company meetings,
investor conferences and dialogue with expert physician and
consultant networks. The team also has a strong valuation
discipline, looking at a large number of metrics including sales
and earnings revisions, price-to-earnings, enterprise values and
free cashflow.
Zero Dividend Preference shares
In terms of a top-down strategy for the Company’s portfolio,
active decisions are made on market capitalisation, subsector
and geographical exposure, depending on the current macro
outlook of the team which is formulated with the help of
third-party research and monitoring many key risk indicators.
The debt raised through the original issuance of Zero Dividend
Preference (ZDP) shares allows the ability to take on gearing
with the aim of enhancing returns. As a reminder, the PCGH
ZDP plc was incorporated with a limited life of seven years,
ending on 19 June 2024, on which date the ZDP Shares will
be repaid and the PCGH ZDP plc Board will convene a general
meeting to propose a resolution to voluntarily wind up the
operations of the Company.
Net gearing
During the financial year, gearing averaged 7.5%, but it has
been adjusted to reflect the risk/reward outlook throughout
the past 12 months. In the first eight months, gearing was kept
at an average of c7% in order to strike a balance between
our constructive outlook on the healthcare sector and more
cautious posturing with regards to broader equity markets
and the macroeconomic environment. However, as the year
progressed and the underperformance of the healthcare sector
relative to the broader market widened, gearing was increased
to take advantage of the opportunities this dislocation offered.
We therefore exited the 2023 financial year with net gearing
at 9.4%.
4.0%
5.0%
6.0%
7.0%
8.0%
9.0%
10.0%
Sep
2023
Aug
2023
Jul
2023
Jun
2023
May
2023
Apr
2023
Mar
2023
Feb
2023
Jan
2023
Dec
2022
Nov
2022
Oct
2022
Sep
2022
Source: Polar Capital, as at 30 September 2023.
Investment Manager’s Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 21
Manager’s Report
Outlook for healthcare: Primed for a
change in fortunes
On a relative basis, this financial year has been a challenging
one for healthcare with investors favouring more
economically sensitive sectors as they ponder the idea of
avoiding a recession and enjoying a so-called soft landing.
With sentiment weak, and exchange-traded fund (ETF)
outflows pointing to diminished appetite for the healthcare
sector, the classic contrarian indicators are pointing to a
more constructive stance. More importantly, healthcare’s
fundamentals remain strong, as illustrated by the delivery of
ground-breaking medical breakthroughs, a material pickup in
utilisation and patient volumes plus much-needed progress in
shifting the site of care out of inpatient hospital settings and
in to lower-cost, more efficient outpatient settings such as
surgery day centres and ASCs.
As we look forward to the next financial year, there is much
to engage and excite. The introduction of highly effective
weight-loss medications has created huge amounts of
interest, and is driving significant dispersions in returns for
the so-called GLP-1 winners (the drug developers, device
manufacturers and distributors) versus the GLP-1 losers
(medical device companies with exposure to areas such as
sleep apnoea, diabetes and orthopaedics). However, once
the market has all the relevant clinical data and the euphoria
dies down, there will likely be a wide range of interesting
investment opportunities driven by the recent dislocation.
The adoption of AI platforms machine and ML software could
revolutionise select diagnostic procedures, improving clinician
workflow and driving superior outcomes for patients. In
a highly complex and data-intensive industry, AI and ML are
also being used to drive efficiencies for healthcare systems
in areas such as revenue collection, patient scheduling and
insurance claims. Emerging markets, especially China, are
another area of interest which could see a renaissance in
the coming months and years as the healthcare system finds
the right balance between cost control, compliance and
attracting innovative, best-in-class therapies, devices and
capital equipment.
In conclusion, the healthcare sector is heavily out of favour
but attractively valued, is delivering high levels of innovation
and has consistently shown the ability to deliver strong
revenue and earnings growth, regardless of the economic,
political and regulatory environment. It is these characteristics
that fuel our optimism for the year ahead.
James Douglas and Gareth Powell
Co-Managers of the Polar Capital Global Healthcare Trust plc
12 December 2023
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202322
Manager’s Report
Ten Largest Investments
As at 30 September
Ranking Market Value £'000 % of total net assets
2023 2022 Stock Sector Country 2023 2022 2023 2022
1 (5) Pharmaceuticals United States 28,037 16,997 6.7% 4.2%
Eli Lily is a US-based pharmaceutical company that manufactures and distributes pharmaceuticals primarily in the areas of diabetes,
oncology and auto-immune disorders.
2 (1) Johnson & Johnson Pharmaceuticals United States 26,228 35,964 6.2% 8.9%
Johnson & Johnson is a global healthcare company that develops medical devices, pharmaceuticals, and consumer packaged goods.
3 (4)
Pharmaceuticals United Kingdom 25,937 19,761 6.2% 4.9%
AstraZeneca is a global pharmaceutical company pushing the boundaries of science to deliver life-changing medicines.
4 (3)
Biotechnology United States 25,463 24,932 6.1% 6.2%
AbbVie Inc. discovers, develops, manufactures, and sells pharmaceuticals worldwide.
5 (-)
Managed Healthcare United States 21,404 - 5.1% -
Elevance Health operates as a health benefits company and supports consumers, families, and communities across the entire care
journey connecting to the care, support, and resources to lead healthier lives.
6 (33)
Biotechnology Denmark 19,655 7,437 4.7% 1.8%
Zealand Pharma is a Danish biotechnology research company, which designs and develops peptide-based medicines, mainly focusing
on metabolic diseases like diabetes and obesity.
7 (-)
Healthcare Equipment United States 17,482 - 4.2% -
Intuitive Surgical develops, manufactures, and markets products that enable physicians and healthcare providers to enhance the
quality of and access to minimally invasive care in the United States and internationally.
8 (9)
Managed Healthcare United States 14,748 13,908 3.5% 3.4%
Humana engages in the provision of health insurance services and operates through the following segments: Retail, Group and
Speciality and Healthcare Services.
9 (10)
Healthcare Supplies Switzerland 14,397 12,040 3.4% 3.0%
Alcon Inc., an eye care company, researches, develops, manufactures, distributes, and sells eye care products for eye care
professionals and their patients worldwide.
10 (13)
Healthcare Facilities United States 13,830 10,872 3.3% 2.7%
HCA Healthcare, Inc., through its subsidiaries, provides health care services in the United States. It operates general and acute
care hospitals that offer medical and surgical services and also operates outpatient health care facilities consisting of freestanding
ambulatory surgery centres and care facilities.
Total – 10 Largest Investments 207,181 49.4%
Manager’s Report
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202322
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 23
Manager’s Report
Full Investment Portfolio
As at 30 September
Ranking Market Value £’000 % of total net assets
2023 2022 Stock Sector Country 2023 2022 2023 2022
1 (5) Eli Lilly Pharmaceuticals United States 28,037 16,997 6.7% 4.2%
2 (1) Johnson & Johnson Pharmaceuticals United States 26,228 35,964 6.2% 8.9%
3 (4) AstraZeneca Pharmaceuticals United Kingdom 25,937 19,761 6.2% 4.9%
4 (3) Abbvie Biotechnology United States 25,463 24,932 6.1% 6.2%
5 (-) Elevance Health Managed Healthcare United States 21,404 - 5.1% -
6 (33) Zealand Pharma Biotechnology Denmark 19,655 7,437 4.7% 1.8%
7 (-) Intuitive Surgical Healthcare Equipment United States 17,482 - 4.2% -
8 (9) Humana Managed Healthcare United States 14,748 13,908 3.5% 3.4%
9 (10) Alcon Healthcare Supplies Switzerland 14,397 12,040 3.4% 3.0%
10 (13) HCA Healthcare Healthcare Facilities United States 13,830 10,872 3.3% 2.7%
Top 10 investments 207,181 49.4%
11 (-) Becton Dickinson Healthcare Equipment United States 12,453 - 3.0% -
12 (20) Astellas Pharma Pharmaceuticals Japan 12,333 9,701 2.9% 2.4%
13 (-) Takeda Pharmaceutical Pharmaceuticals Japan 12,312 - 2.9% -
14 (-) Zimmer Biomet Healthcare Equipment United States 12,304 - 2.9% -
15 (16) Acadia Healthcare Healthcare Facilities United States 10,787 10,082 2.6% 2.5%
16 (23) Molina Healthcare Managed Healthcare United States 10,611 9,603 2.5% 2.4%
17 (18) DexCom Healthcare Equipment United States 10,560 9,812 2.5% 2.4%
18 (22) Aptargroup Metal & Glass Containers United States 10,480 9,623 2.5% 2.4%
19 (11) Swedish Orphan Biovitrum Biotechnology Sweden 10,400 11,758 2.5% 2.9%
20 (-) Lonza Life Sciences Tools & Services Switzerland 10,358 - 2.5% -
Top 20 investments 319,779 76.2%
21 (-) Coloplast Healthcare Supplies Denmark 10,077 - 2.4% -
22 (32) Tenet Healthcare Healthcare Facilities United States 10,069 7,582 2.4% 1.9%
23 (-) IQVIA Life Sciences Tools & Services United States 9,993 - 2.4% -
24 (-) R1 RCM Healthcare Services United States 9,878 - 2.4% -
25 (-) Merck KGaA Pharmaceuticals Germany 9,758 - 2.3% -
26 (-) Legend Biotech Biotechnology United States 9,565 - 2.3% -
27 (-) BioMerieux Healthcare Equipment France 8,777 - 2.1% -
28 (6) Cytokinetics Biotechnology United States 8,172 14,673 1.9% 3.6%
29 (30) Bio-Rad Laboratories Life Sciences Tools & Services United States 8,099 7,879 1.9% 1.9%
30 (-) Hikma Pharmaceuticals Pharmaceuticals United Kingdom 8,026 - 1.9% -
Top 30 investments 412,193 98.2%
31 (-) EssilorLuxottica Healthcare Supplies France 7,447 - 1.8% -
32 (15) Genmab Biotechnology Denmark 5,125 10,197 1.2% 2.5%
33 (-) MoonLake Immunotherapeutics Biotechnology Switzerland 5,022 - 1.2% -
34 (39) Medley Healthcare Technology Japan 4,953 2,901 1.2% 0.7%
35 (-) Indivior Pharmaceuticals United Kingdom 4,142 - 1.0% -
36 (-) Global Health/India Healthcare Facilities India 3,562 - 0.8% -
37 (37) Intelligent Ultrasound Healthcare Technology United Kingdom 3,272 3,049 0.8% 0.8%
38 (34) Uniphar Healthcare Distributors Ireland 3,196 4,171 0.8% 1.0%
39 (31) Revance Therapeutic Pharmaceuticals United States 2,914 7,647 0.7% 1.9%
40 (38) LivaNova Healthcare Equipment United Kingdom 2,808 2,950 0.7% 0.7%
Top 40 investments 454,634 108.4%
41 (-) Amvis Healthcare Facilities Japan 2,350 - 0.6% -
42
(-)
Swedish Orphan Biovitrum rights
issue
Biotechnology Sweden 1,271 - 0.3% -
Total equities 458,255 109.3%
Other net liabilities (39,073) (9.3%)
Net assets 419,182 100.0%
Note - Sectors are from the GICS (Global Industry Classification Standard).
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202324
Environmental, Social and Governance
Environmental,
Social and
Governance
Polar Capital Global Healthcare Trust plc • Annual Report and Financial Statements 202324
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 25
Environmental, Social and Governance
Corporate Responsibility for ESG
As an investment trust with a wholly non-executive,
independent Board of Directors we delegate the operational
aspects of running the Company to third parties, primarily
the Investment Manager. However, the ultimate responsibility
to shareholders lies with the Board. We recognise that this
includes elements of ESG and over recent years ESG has
become ever more important to investors, from a cost, risk
and impact perspective across all aspects of the Company.
Investment trust companies currently have relatively few
ESG specific regulatory reporting requirements but we strive
to be cognisant of best practice as we pursue a long-term and
sustainable future for the Company. We also keep abreast of
the ESG landscape, and the Managers report their assessment
of the portfolio in ESG terms and the associated operations of
the management house, Polar Capital. Over recent times the
ESG dialogue with the Managers and third-party providers
has increased greatly; what it is, how it is integrated and how
it affects all elements of the business. We recognise however
that this is not a short journey, and we have some way to
go. We separate ESG into those areas that we as a Board can
have a direct impact on, and those areas where we are reliant
on others.
ESG and Third Party Service Providers
The Investment Manager (on behalf of all clients) receives
assurance on an annual basis that, where required, third
party service providers comply with the requirements of the
Modern Slavery Act and adhere to a zero-tolerance policy to
bribery and corruption. In light of the growing requirements
surrounding ESG, including Taskforce for Climate-Related
Financial Disclosures (“TCFD”), third party service providers
have been engaged in providing copies of their ESG, Diversity
and Inclusion, Stewardship and other related policies to the
Company. The Board will continue to monitor the practices
of service providers and seek to assure shareholders where
appropriate that suitable policies and procedures are in place
to effect positive change.
Corporate Responsibility
The Company’s core investment and administrative activities
are undertaken by its Investment Manager which seeks to
limit the use of non-renewable resources and reduce waste
where possible. The Investment Manager has a corporate
ESG policy, which is available in the document library of the
Company’s website, and wherever possible and appropriate
the parameters of such are considered and adopted by the
investment team in relation to the Company’s management
and portfolio construction. As detailed below, the Portfolio
Managers are required to have consideration of ESG factors
when reviewing new, continuing or exiting investments but
they are not required to take an investment decision solely on
the basis of ESG factors.
The Board monitors the Investment Manager’s approach
to ESG including policies for improvement of impact on the
environment, and they themselves take into account ESG factors
in the management of the Company. The Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations 2013
require companies listed on the Main Market of the London
Stock Exchange to report on the greenhouse gas (‘GHG’)
emissions for which they are responsible. The Company is an
investment trust, with neither employees nor premises, nor
has it any financial or operational control of the assets which
it owns. Consequently, it has no GHG emissions to report
from its operations nor does it have responsibility for any other
emissions. Information on the GHG emissions of the Investment
Manager can be found within the Sustainability Report on Polar
Capital’s website.
Taskforce for Climate-Related Financial
Disclosures (“TCFD”)
The Company notes the TCFD recommendations on
climate-related financial disclosures. As stated above, the
Company is an investment trust with no employees, internal
operations or property. However, it is an asset owner and
therefore we will work to develop appropriate disclosures
about our portfolio. Information sources are developing
and consultations on reporting requirements are underway.
The Board will continue to work alongside its Investment
Manager to provide more information as it becomes
available. Polar Capital supports TCFD’s recommendations
and is in the process of applying the guidance to ensure
compliance going forward.
Diversity Policy and Gender Reporting
The Company has no employees and the Board is comprised
of one female and three male independent non-executive
Directors.
The Board is aware of the FCA’s Diversity and Inclusion Policy
and notes that its current composition does not meet the
recommended gender or ethnicity requirements. Given the
Company’s fixed life and the potential reconstruction in 2025,
the Board (via the Nomination Committee) has concluded
that, with a fixed life, the appropriate time for recruitment
would be shortly before or after any reconstruction plans. The
Board recognises the importance and the benefits of diversity
in its membership and seeks to ensure that its structure, size
and composition, including the skills, knowledge, gender,
ethnicity and experience of Directors, is sufficient for the
effective direction and control of the Company. It is a priority
of the Board to be able to meet all aspects of the FCA’s
Diversity policy as part of future succession plans.
The Board’s Diversity Policy is discussed further in the
Corporate Governance Report and is also available on the
Company’s website.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202326
Environmental, Social and Governance
Modern Slavery Act
As an investment company, the Company does not provide
goods or services in the normal course of business and does
not have any customers. Accordingly, the Company does not
consider that it falls within the scope of the Modern Slavery Act
2015 and therefore does not meet the criteria requiring it to
produce a statement under such Act. The Company considers
its supply chains to be of low risk as its suppliers are typically
professional advisers.
A statement by the Manager under the Act has been published
on the Managers’ website at www.polarcapital.co.uk.
The Company has not adopted a policy on human rights as it
has no employees or operational control of its assets.
Anti-Bribery, Corruption and Tax Evasion
The Board has adopted a zero-tolerance policy (which is
available on the Company’s website) to bribery, corruption
and the facilitation of tax evasion in its business activities.
The Board uses the principles of the policies formulated and
implemented by the Investment Manager and expects the
same standard of zero-tolerance to be adopted by third-party
service providers. The Company has implemented a Conflicts
of Interest policy to which the Directors must adhere, in the
event of divergence between the Investment Manager’s
policy and the Company’s policy the Company’s policy shall
prevail. The Company is committed to acting with integrity
and in the interests of shareholders at all times.
Risk and Responsibility
The Board has a schedule of principal risks and uncertainties
and addresses how these are mitigated on pages 36 to 38;
additionally how the directors have undertaken their duties in
compliance with s172 of the Companies Act 2006 is provided
on pages 39 to 41.
Lisa Arnold
Chair
12 December 2023
Corporate Responsibility for ESG continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 27
Environmental, Social and Governance
Investment Perspective
The following section describes the approach that Polar
Capital LLP, as Investment Manager to the Company, takes
to ESG and how the policies and practices are applied to
the investments made, or considered, in connection with
managing the portfolio of the Company.
The terms ‘our’, ‘we’, ‘us’ relate to Polar Capital and
specifically the Polar Capital Healthcare team, on behalf of
Polar Capital Global Healthcare Trust plc (the Company).
Environmental, Social and Governance:
Focusing on sustainability
Healthcare is a long-term, secular growth industry as an ageing
population around the world drives the demand and the need
for increased healthcare provision. In 2018, global healthcare
spending was $8.3trn, accounting for 10% of GDP. Sustainable
healthcare delivery for growing and ageing populations is
an important part of the United Nations 2030 Agenda for
Sustainable Development; specifically, SDG 3 is to “ensure
healthy lives and promote well-being for all at all ages.”
Sustainability Process
As the Investment Manager we have a well-defined and
disciplined process, using a variety of different resources
including financial reports, sustainability reports and
third-party data.
The following three-stage process is applied:
exclusionary screening
positive inclusion
ongoing monitoring of ESG profile of investee companies
Exclusionary Screening
We perform an initial screening of the investment universe
against norms-based standards such as the UN Global
Compact, the UN Guiding Principles on Business and
Human Rights, and the International Labour Organisation’s
conventions.
Positive Inclusion
We assess the alignment of our investments with our overall
core sustainability characteristics:
improvement in clinical outcomes for patients through
innovation
improvement in the affordability and accessibility of
healthcare services
improvement in the efficiency of the delivery of healthcare
services
Source: Polar Capital
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202328
Environmental, Social and Governance
Ongoing Monitoring of the ESG Profile of
Investee Companies
We use in-house research and third-party reports to
continuously monitor the ESG profiles of the Company’s
holdings. Depending on the subsector each investee company
belongs to, a variety of key issues are assessed:
Environmental: Carbon Emissions; Toxic Emissions and
Waste.
Social: Labour Management; Human Capital
Development; Product Safety and Quality; Privacy and
Data Security; Access to Healthcare.
Governance: Board Composition; Pay; Ownership;
Accounting; Business Ethics; Tax Transparency.
Although ongoing ESG analysis is an important part of our
process, we believe that engaging directly with companies on
their ESG philosophy, using internal and third-party reports,
is the most productive course of action we can take. Direct
interaction with companies is particularly important when we
believe there is a dislocation between our own assessment of
a company’s ESG credentials and that of 3rd parties’ reports.
Interactions are systematically logged in an internal database
as a matter of record. The Managers also have regular
interactions with Polar Capital’s Head of Sustainability.
James Douglas and Gareth Powell
Co-Managers of the Polar Capital Global Healthcare Trust plc
12 December 2023
Medley – A Case Study
Medley, a Japanese healthcare IT company that operates a
medical and healthcare recruitment platform, telemedicine
systems, electronic medical record systems and related services.
Since MSCI issued its first ESG report on Medley, the company
had had a B rating, one of the lowest in our portfolio.
MSCI flagged Human Capital Development and Corporate
Governance as two of the issues where the company scored
poorly. In particular, MSCI highlighted a lack of human capital
development initiatives and a lack of diversity on the board.
Given that the company had only become public in 2019,
we were aware that Medley was still in the early stages of
its ESG journey.
However, since the MSCI score remained low for a long
period of time, we held a call with the company in October
2022 which revealed that Medley had a 3-year fixed
board provision as part of its IPO articles of association
and therefore the Corporate Governance metric would
not improve until such lock-up period expired. During its
2023 AGM, Medley addressed some of the issues related
to its board composition, and elected two female directors,
thus improving the diversity of its board.
Moreover, during our call, the company reassured us that their
human capital development initiatives were commensurate
with the requirements of the industry it operates in and it
was investing in training at an appropriate level. We therefore
concluded that the company was being penalised for lack of
disclosure rather than lack of actions on this topic.
We were pleased to see that MSCI upgraded Medley from
B to BB in August 2023 on the back of the new board
composition and increased evidence of human capital
development policies.
Despite there still being numerous ESG areas where Medley
could further improve (e.g. Carbon Emissions and Privacy
and Data Security initiatives), we believe that continuous
engagement with management on such topics could further
enhance the company’s ESG profile.
Investment Perspective continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 29
Environmental, Social and Governance
MSCI
ESG RATINGS
CCC B BB BBB A AA AAA
A
2023
Portfolio Benchmark
Weighted Average ESG Score /
Quality Score
6.95 7.03
Letter Rating A A
How the MSCI ESG Rating is calculated
Top Five Rated Holdings 2023
Security
Rating Change
Alcon AAA
MERCK KCaA AAA
Uniphar AAA
Lonza AAA
Elevance Health AA
ESG Dashboard
The MSCI ESG Rating for funds is designed to measure the resiliency
of portfolios to long-term ESG risks and opportunities. The most
highly rated funds consist of issuers with leading or improving
management of key ESG risks. The ESG Rating is calculated as a
direct mapping of ESG Quality Scores to letter rating categories
(e.g. AAA = 8.6-10). The ESG Ratings range from leader (AAA, AA),
average (A, BBB, BB) to laggard (B, CCC). All charts provided below
are as at 30 September 2023 and have been sourced using MSCI
data and ESG metrics and ISS data.
Bottom Five Rated Holdings 2023
Security
Rating Change
Legend Biotech B
Medley BB
Zealand Pharma BBB
Bio-Rad Laboratories BBB
Tenet Healthcare BBB
2022
Portfolio Benchmark
Weighted Average ESG Score /
Quality Score
6.38 6.7
Letter Rating A A
Top Five Rated Holdings 2022
Security
Rating Change
Uniphar AA
UnitedHealth Group AA
AstraZeneca AA
Genmab AA
Astellas Pharma AA
Bottom Five Rated Holdings 2022
Security
Rating Change
Medley B
Bio-Rad Laboratories BB
Cytokinetics BB
Incyte Crop BBB
Axonics Modulation Technologie BBB
The change in ratings of each holding outlined above represents the year on year movement.
Please note, MSCI ESG data is included for informational purposes only. While the Trust uses MSCI ESG data for research purposes, the Trust
does not seek to maintain a certain level or improve MSCI ESG ratings over time.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202330
Environmental, Social and Governance
ESG Rating distribution of porfolio holdings
As at 30 September 2023, 41% of the portfolio’s holdings received an MSCI ESG Rating of AAA or AA (ESG Leaders) and 2% received an MSCI
ESG Rating of B or CCC (ESG Laggards).
0
10
20
30
40
50
UnratedCCCBBBBBBAAAAAA
8%
0%
0% 0%
33%
27%
32%
41%
21%
25%
1% 1% 1%
5%
2%
3%
29 September 2023 30 September 2022
Corporate governance
As at 30 September 2023, the portfolio’s weighted average percentage of independent board of directors is 82.7%, and its weighted average
percentage of women on boards is 35.2%.
2022 Vote Cast Statistics
For 94.6%
Against 4.5%
Abstain 0.5%
Withhold 0.2%
Management say on pay 0.2%
2023 Vote Cast Statistics
For 92.11%
Against 5.36%
Abstain 0.00%
Withhold 0.32%
Management say on pay 2.21%
2022 Voting Record
Category Number Percentage
Number of votable meetings 48
Number of meetings voted 47 97.92%
Number of meetings with at least 1 vote
Against, Withhold or Abstain
15 31.25%
2023 Voting Record
Category Number Percentage
Number of votable meetings 49
Number of meetings voted 48
97.96%
Number of meetings with at least 1 vote
Against, Withhold or Abstain
18 36.73%
Weighted Average Carbon Intensity (tCO2e/$Sales)
The portfolio’s holdings have low carbon intensity, based on the weighted average carbon emissions per USD million sales.
VERY HIGHVERY HIGH HIGHHIGH MODERATEMODERATE LOWLOW VERY LOWVERY LOW
16.5 22.3
MSCI ESG metrics and carbon data based off portfolio holdings as at 30 September 2023/30 September 2022, using MSCI’s latest available data.
Carbon metrics calculated using issuer EVIC, using Scope 1&2 emissions data (Source: MSCI Climate Change Metrics – reported and estimated data).
ESG Dashboard continued
2023 2022
Governance
Governance
A system of rules and
processes by which the
Company is governed
Annual Report and Financial Statements 2023 • Polar Capital Global Healthcare Trust plc 31
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202332
Governance
Strategic Report
The Strategic Report section of this Annual Report comprises
the Chair’s Statement, the Investment Manager’s Report,
including information on the portfolio, and this Strategic
Report. This Report has been prepared to provide information
to shareholders on the Company’s strategy and the potential
for this strategy to succeed, including a fair review of the
Company’s performance during the year ended 30 September
2023, the position of the Company at the year end and a
description of the principal risks and uncertainties, including
both economic and business risk factors underlying any such
forward-looking information.
Business Model and Regulatory
Arrangements
The Company’s business model follows that of an externally
managed investment trust providing Shareholders with access
to a global portfolio of healthcare stocks.
The Company is designated an Alternative Investment Fund
(‘AIF’) under the Alternative Investment Fund Management
Directive (‘AIFMD’) and, as required by the Directive, has
contracted with Polar Capital LLP to act as the Alternative
Investment Fund Manager (‘AIFM’) and HSBC Bank Plc to act
as the Depositary.
Both the AIFM and the Depositary have responsibilities
under AIFMD for ensuring that the assets of the Company
are managed in accordance with the investment policy and
are held in safe custody. The Board remains responsible for
setting the investment strategy and operational guidelines as
well as meeting the requirements of the Financial Conduct
Authority (‘FCA’) Listing Rules and the Companies Act 2006.
The AIFMD requires certain information to be made available
to investors in AIFs before they invest and requires that
material changes to this information be disclosed in the
Annual Report of each AIF. Investor Disclosure Documents,
which set out information on the Company’s investment
strategy and policies, gearing, risk, liquidity, administration,
management, fees, conflicts of interest and other Shareholder
information are available on the Company’s website.
There have been no material changes to the information
requiring disclosure. Any information requiring immediate
disclosure pursuant to the AIFMD will be disclosed to the
London Stock Exchange. Statements from the Depositary and
the AIFM can be found on the Company’s website.
Investment Objective and Policy
The Company’s Investment Objective is to generate capital
growth through investments in a global portfolio of
healthcare stocks.
The Company will seek to achieve its objective by investing
in a diversified global portfolio consisting primarily of listed
equities. The portfolio is diversified by geography, industry
subsector and investment size.
The portfolio will comprise a single pool of investments,
but for operational purposes, the Investment Manager will
maintain a Growth portfolio and an Innovation portfolio.
Innovation companies are broadly defined by the Investment
Manager as small/mid cap innovators that are driving
disruptive change, giving rise not only to new drugs and
surgical treatments but also to a transformation in the
management and delivery of healthcare. The Growth
portfolio is expected to comprise a majority of the Company’s
assets. For this purpose, once an innovation stock’s market
capitalisation has risen above US $5bn, it will ordinarily then
be treated as a growth stock.
The relative ratio between the two portfolios may vary
over the life of the Company due to factors such as asset
growth and the Investment Manager’s views as to the risks
and opportunities offered by investments in each pool and
across the combined portfolio. The original make-up of the
combined portfolio was of up to 50 stocks, with growth
stocks being primarily US listed. In 2018, the Board authorised
an increase to the number of stocks able to be held to 65 and
confirmed there is no restriction on geographical exposure.
The combined portfolio will therefore be made up of interests
in up to 65 companies, with no single investment accounting
for more than 10% (or 15% in the case of an investment
in another fund managed by the Investment Manager) of
the Gross Assets at the time of investment. The innovation
portfolio may include stocks which are neither quoted nor
listed on any stock exchange but the exposure to such stocks,
in aggregate, will not exceed 5% of Gross Assets at the time
of investment. In the event that the Investment Manager
launches a dedicated healthcare innovation fund, the
Company’s exposure to innovation stocks may be achieved
in whole or in part by an investment in that fund. In any
event, the Company will not, without the prior consent of
the Board, acquire more than 15% of any such healthcare
innovation fund’s issued share capital.
The Board remains positive on the outlook for healthcare
and the Company will continue to pursue its Investment
Objective in accordance with the stated investment policy and
strategy. Future performance is dependent to a significant
degree on the world’s financial markets and their reactions to
economic events and other geo-political forces. The Chair’s
Statement and the Investment Manager’s Report comment
on the development and performance of the business during
the financial year, the outlook and potential risks to the
performance of the portfolio.
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 33
Governance
Strategy and Investment Approach
The Investment Manager’s investment process is primarily based
on bottom-up fundamental analysis. The Investment Manager
uses a qualitative filter consisting of key criteria to build up a
watch-list of securities that is monitored on a regular basis.
Due diligence is then carried out on the individual securities on
the watch-list. Each individual holding is assessed on its own
merits in terms of risk: reward including ESG criteria. While the
Company expects normally to be fully or substantially invested,
the Company may hold cash or money market instruments
pending deployment in the portfolio. In addition, it will have the
flexibility, when the Investment Manager perceives there to be
actual or expected adverse equity market conditions, to maintain
cash holdings as it deems appropriate.
Service Providers
Polar Capital LLP has been appointed to act as the Investment
Manager and AIFM as well as to provide or procure company
secretarial services, marketing and administrative services,
including accounting, portfolio valuation and trade settlement
which it has arranged to deliver through HSBC Securities
Services (“HSS”).
The Company also contracts directly, on terms agreed
periodically, with a number of third parties for the provision
of specialist services, namely:
Panmure Gordon & Co as Corporate Broker;
Herbert Smith Freehills LLP as Solicitors;
HSBC Securities Services as Custodian and Depositary;
Equiniti Limited as Share Registrars;
RD:IR for Investor Relations and Shareholder Analysis;
Camarco as PR advisors;
PricewaterhouseCoopers LLP as Independent Auditors;
Huguenot Limited as website designers and internet
hosting services; and
Perivan Limited as designers and printers for shareholder
communications
Gearing
Following the restructure of the Company in June 2017, the
Company maintains long-term structural gearing in the form
of a loan from the wholly owned subsidiary PCGH ZDP Plc.
No short-term borrowings have been made and there are
no arrangements made for any bank loans. The Articles of
Association provide that the Company may borrow up to
15% of its Net Asset Value at the time of drawdown, for
tactical deployment when the Board believes that gearing will
enhance returns to shareholders.
In accordance with the Articles of Association of the
subsidiary company, PCGH ZDP Plc, and the loan agreement
between the Company as parent and subsidiary, the
Board intends that the subsidiary company will be put into
voluntarily liquidation through a General Meeting on 19 June
2024. The Company has no current intention to refinance
the loan made by the subsidiary company and remains in a
strong position to repay the outstanding amount at the time
of redemption of the ZDP shares.
Further details of the loan provided by the subsidiary are
given on pages 81 and 82.
Benchmark
The Company will measure the Investment Manager’s
performance against the MSCI ACWI Healthcare Index
total return, in sterling with dividends reinvested. Although
the Company has a benchmark, this is neither a target nor
determinant of investment strategy. The portfolio may diverge
substantially from the constituents of this index. The purpose of
the Benchmark is to set a reasonable measure of performance
for shareholders above which the Investment Manager earns a
share for any outperformance it has delivered.
Investment Management Company and
Management of the Portfolio
As the Company is an investment vehicle for shareholders,
the Directors have sought to ensure that the business of
the Company is managed by a leading specialist investment
management team and that the investment strategy remains
attractive to shareholders. The Directors believe that a strong
working relationship with Polar Capital LLP (the Investment
Manager) will achieve the optimum return for shareholders.
As such, the Board and the Investment Manager operate in a
supportive, co-operative and open environment.
The Investment Manager is Polar Capital LLP (‘Polar Capital’),
which is authorised and regulated by the Financial Conduct
Authority, to act as Investment Manager and AIFM of the
Company with sole responsibility for the discretionary
management of the Company’s assets (including uninvested
cash) and sole responsibility to take decisions as to the
purchase and sale of individual investments. The Investment
Manager also has responsibility for asset allocation within
the limits of the investment policy and guidelines established
and regularly reviewed by the Board, all subject to the
overall control and supervision of the Board. Polar Capital
provides a team of healthcare specialists and the portfolio is
co-managed by Mr James Douglas and Mr Gareth Powell.
The Investment Manager has other resources which support
the investment team and has experience in managing and
administering other investment trust companies.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202334
Governance
Under the terms of the IMA, the Investment Manager
also provides or procures accountancy services, company
secretarial, marketing and day-to-day administrative services,
including the monitoring of third-party suppliers, which are
directly appointed by the Company. The Investment Manager
has, with the consent of the Directors, delegated the
provision of certain of these administrative functions to HSBC
Securities Services and to Polar Capital Secretarial Services
Limited.
Fee Arrangements
Management Fee
Under the terms of the IMA, the Investment Manager will be
entitled to a management fee together with reimbursement
of reasonable expenses incurred by it in the performance of
its duties. The management fee is payable monthly in arrears
and is charged at the rate of 0.75% (prior to 1 October
2020: 0.85%) per annum based on the lower of the market
capitalisation and adjusted net asset value. In accordance
with the Directors’ policy on the allocation of expenses
between income and capital, in each financial year 80% of
the management fee payable is charged to capital and the
remaining 20% to income.
Performance Fee
The Investment Manager may receive a performance fee paid
in cash when various performance parameters are met. No
performance fee has been accrued or is due to be paid for
the year ended 30 September 2023 (2022: nil).
Further details on the termination arrangements and
performance fee methodology and calculation are provided
within the Shareholder Information section on page 107.
Strategic Report continued
Governance
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 35
Performance and Key Performance Objectives
The Board appraises the performance of the Company and the Investment Manager as the key supplier of services to the
Company against key performance indicators (‘KPIs’). The objectives of the KPIs comprise both specific financial and Shareholder
related measures. These KPI’s have not differed from the prior year.
KPI Control Process Outcome
The provision of investment
returns to shareholders
measured by long-term
NAV growth and relative
performance against the
Benchmark.
The Board reviews the performance of the portfolio in
detail and hears the views of the Investment Manager at
each meeting.
The Board also considers the value delivered to
shareholders through NAV growth and dividends paid.
As at 30 September 2023, the total net assets of
the Company amounted to £419,182,000 (2022:
£404,833,000).
The Company’s NAV total return, over the year ended
30 September 2023, was 4.21% while the Benchmark
Index over the same period was 1.19%. The Company’s
performance is explained further in the Investment
Manager’s Report.
Since restructuring on 20 June 2017, the total return of
the NAV was 67.56% and the benchmark was 66.01%.
Investment performance is explained in the Chair’s
Statement and the Investment Manager’s Report.
The achievement of the
dividend policy.
Financial forecasts are reviewed to track income and
distributions.
Two dividends have been paid or are payable in
respect of the year ended 30 September 2023 totalling
2.20p per share (2022: two dividends totalling 2.10p per
share).
The Company’s focus remains on capital growth. While
the Company continues to aim to pay two dividends
per year these are expected to be a small part of a
shareholder total return.
Monitoring and reacting
to issues created by the
discount or premium of
the ordinary share price to
the NAV per ordinary share
with the aim of reduced
discount volatility for
shareholders.
The Board receives regular information on the
composition of the share register including trading
patterns and discount/premium levels of the Company’s
ordinary shares. The Board discusses and authorises the
issue or buy back of shares when appropriate.
The Board is aware of the vulnerability of a sector
specialist investment trust to a change in investor
sentiment to that sector. While there is no formal
discount policy the Board discusses the market factors
giving rise to any discount or premium, the long or
short-term nature of those factors and the overall benefit
to shareholders of any actions. The market liquidity is
also considered when authorising the issue or buy back
of shares when appropriate market conditions prevail.
A daily NAV per share, calculated in accordance with the
AIC guidelines is issued to the London Stock Exchange.
The discount of the ordinary share price to the NAV per
ordinary share at the year ended 30 September 2023
was 7.7% (2022: 5.6%).
During the year ended 30 September 2023, no new
shares were issued or bought back.
The number of shares in issue, as at the year end
was 124,149,256 of which 2,879,256 were held in
treasury. The total voting rights of the Company are
121,270,000 shares.
To qualify and continue to
meet the requirements for
sections 1158 and 1159 of
the Corporation Tax Act
2010 (‘investment trust
status’).
The Board receives regular financial information which
discloses the current and projected financial position
of the Company against each of the tests set out in
sections 1158 and 1159.
The Company was granted investment trust status
annually up to 1 October 2014 and is deemed to be
granted such status for each subsequent year subject
to the Company continuing to satisfy the conditions of
section 1158 of the Corporation Tax Act 2010 and other
associated ongoing requirements.
The Directors confirm that the tests have been met in the
financial year ended 30 September 2023 and believe that
they will continue to be met.
To ensure the efficient
operation of the Company
by monitoring the services
provided by third party
suppliers, including the
Investment Manager, and
controlling ongoing charges.
The Board considers annually the services provided by the
Investment Manager, both investment and administrative,
and reviews on a cycle the provision of services from third
parties including the costs of their services.
The annual operating expenses are reviewed and any
non-recurring project related expenditure approved by
the Board.
The Board has received, and considered satisfactory,
the internal controls report of the Investment Manager
and other key suppliers including the contingency
arrangements to facilitate the ongoing operations of the
Company in the event of withdrawal or failure of services.
The ongoing charges for the year ended 30 September
2023 were 0.87%, compared to 0.84% the previous year.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202336
Governance
Strategic Report continued
Risk Management
The Board is responsible for the management of risks faced by the Company and, through delegation to the Audit Committee,
has established procedures 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.
The established risk management process the Company follows identifies and assesses various risks, their likelihood, and
possible severity of impact, considering both internal and external controls and factors that could provide mitigation. A post
mitigation risk impact score is then determined for each principal risk.
The Audit Committee carries out, at least annually, a robust assessment of the principal risks and uncertainties with the
assistance of the Investment Manager, continually monitors identified risks and meets to discuss both long-term and emerging
risks outside of the normal cycle of Audit Committee meetings.
During the year the Audit Committee, in conjunction with the Board and the Investment Managers undertook a full review of the
Company’s Risk Map including the mitigating factors and controls to reduce the impact of the risks. The Committee continues to
closely monitor these risks along with any other emerging risks as they develop and implements mitigating actions as necessary.
The Committee is mindful of the continued impact of geopolitical events as well as the effects of inflation and rising interest
rates. Whilst we are seeing signs of inflation slowing and energy prices reducing, the continuation of the Russian war on
Ukraine, and also the Middle East crisis has created further market volatility and continues to impact supply chains whilst
high interest rates continue to be felt by consumers. Geopolitical events such as these can have a significant impact on global
financial markets, and the global economy. The impact of this is discussed further in the Chair’s Statement and Investment
Manager’s Report. Further information on how the Committee has assessed the Company’s ability to operate as a going
concern and the Company’s longer-term viability can be found on pages 56 and 57 of the Report of the Audit Committee.
The key risks, which are those classified as having the highest risk impact score post mitigation, are detailed below with a high-level
summary of the management through mitigation and status arrows to indicate any change in assessment over the past year.
Risk Cycle
Monitoring
and Review
Identify Risk
Analyse Risk
Build Risk
Strategy
Manage Risks
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 37
Governance
Portfolio Management
Investment Performance Gearing
Description
Breach of Investment policy, Investment Manager unable to deliver the
Investment Objective leading to poor performance against the benchmark or
market/industry average.
Assessment
Unchanged from previous year.
Mitigation
The Board seeks to mitigate the impact of such risks through the regular
reporting and monitoring of the Company’s investment performance against
its peer group, benchmark and other agreed indicators of relative performance.
A detailed annual review of the investment strategy is undertaken by the
Investment Manager with the Board including analysis of investment markets
and sector trends.
At each meeting the Board discusses developments in healthcare and drug
pipelines with the Investment Manager in addition to the composition and
diversification of the portfolio with sales and purchases of investments and the
degree of risk which the Investment Manager incurs to generate investment
returns. Individual investments are discussed with the Investment Manager
as well as the Investment Manager’s general views on the various investment
markets and the healthcare sector in particular. Analytical performance data
and attribution analysis is presented by the Investment Manager.
The Board is committed to a clear communication program to ensure
shareholders understand the investment strategy. This is maintained through
the use of monthly factsheets which have a market commentary from the
Investment Manager as well as portfolio data, an informative website as well as
annual and half year reports.
Description
Inability to repay ZDP loan and inappropriate use of derivatives.
Assessment
Decreased from previous year.
Mitigation
The Board considered the benefits and drawbacks of the structural debt at
the time of restructuring and concluded that the ability to lock-in an effective
interest rate of 3% pa for the 7-year life would be beneficial to investment
returns, the Board remains of the same belief. The asset cover necessary to
repay the ZDP shares is reviewed at each Board meeting. If any flexible gearing
is contemplated the Board would agree the overall levels of gearing with the
AIFM. The arrangement of bank facilities and drawing of funds under such
arrangements are controlled by the Board. Derivatives are considered as being
a form of gearing and a policy for their use has been agreed by the Board.
The deployment of any borrowed funds is based on the Investment Manager’s
assessment of risk and reward.
The Board intends that the subsidiary company will be put into voluntarily
liquidation through a General Meeting on 19 June 2024. The Company has no
current intention to refinance the loan made by the subsidiary company and
remains in a strong position to repay the outstanding amount at the time of
redemption of the ZDP shares.
Discount/Premium Trading
Description
Persistent discount in excess of Board or Shareholder acceptable levels.
Assessment
Unchanged from previous year.
Mitigation
The Board regularly considers, in comparison to the sector and peers, the level
of premium and discount of the share price to the NAV and ways to enhance
Shareholder value including share issuance and buy backs.
The Board has carefully monitored the discount level and market movements
and has discussed performance with the Managers and advisers. The discount
of the Company widened during the year under review and as at 30 September
2023, the discount of the ordinary share price to the NAV per ordinary share
was 7.7% (2022: 5.6%). The Chair also meets regularly with key shareholders
to understand any concerns and views as detailed in the Chair’s Statement
and within the s172 Report. Further detail on the performance and the impact
of market movements on the Company is given in the Investment Manager’s
Report.
Description
Execution of unauthorised trade/dealing error. Error or breach may cause
regulatory investigation leading to fines, reputational damage and risk to
investment trust status.
Assessment
Unchanged from previous year.
Mitigation
Investment limits and restrictions are encoded into the dealing and operations
systems of the Investment Manager and various oversight functions are
undertaken to ensure there is early warning of any potential issue of
compliance or regulatory matters.
Principal Risks and Uncertainties
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202338
Governance
Operational Risk
Service Failure Cyber Risk
Description
Failure in services provided by the Investment Manager, Custodian, Depositary
or other service providers; Accounting, Financial or Custody Errors resulting in
regulatory investigation or financial loss, failure of trade settlement, potential
loss of Shareholder assets and investment trust status.
Assessment
Unchanged from previous year.
Mitigation
The Board carries out an annual review of internal control reports from suppliers
which includes cyber protocols and disaster recovery procedures. Due diligence
and service reviews are undertaken with third-party service providers including the
Custodian and Depositary.
A full review of the internal control framework is carried out at least annually.
Regular reporting is received by the Investment Manager on behalf of the Board
from the Depositary on the safe custody of the Company’s assets. The Board
undertakes independent reviews of the Depositary and external Administrator
services and additional resources have been put in place by the Investment
Manager. Management accounts are produced and reviewed monthly, statutory
reporting and daily NAV calculations are produced by the external Administrator
and verified by the Investment Manager. Accounting records are tested, and
valuations verified independently as part of the year-end financial reporting process.
Description
Cyber-attack causing disruption to or failure of operational and accounting
systems and processes provided by the Investment Manager creating an
unexpected event and/or adverse impact on personnel or the portfolio.
Assessment
Unchanged from previous year.
Mitigation
The number, severity and success rate of cyberattacks have increased
considerably over recent years. However, controls are in place and the Board
proactively seeks to keep abreast of developments through updates with
representatives of the Investment Manager who undertakes meetings with
relevant service providers.
The Audit Committee once again sought assurance via the Investment Manager,
from each of the Company’s service providers on the resilience of their business
continuity arrangements. These assurances and the subsequent detailed updates
that were given to the Committee provided a satisfactory level of assurance that
there had not been, and there was no anticipation of any disruption in the ability
of each service provider to fulfil their duties as would typically be expected.
Key Person Shareholder Communications
Description
Loss of Investment Manager or other key management professionals. Impact
on investor confidence leading to widening of the discount and/or poor
performance creating a period of uncertainty and potential termination of the
Investment Management Agreement.
Assessment
Unchanged from previous year.
Mitigation
The strength and depth of investment team provides comfort that there is not
over-reliance on one person with alternative portfolio managers available to act
if needed. For each key business process roles, responsibilities and reporting
lines are clear and unambiguous. Key personnel are incentivised by equity
participation in the investment management company.
Description
Failure to effectively communicate significant events to the shareholder and
investor base.
Assessment
Unchanged from previous year.
Mitigation
Polar Capital Sales Team and the Corporate Broker provide periodic reports to the
Board on communications with shareholders and feedback received.
The Board is committed to a clear communication programme to ensure
Shareholders understand the investment strategy. This is maintained through the
use of monthly factsheets which have a market commentary from the Investment
Manager as well as portfolio data, an informative website as well as annual and
half year reports.
Contact details and how to contact the Board are provided in regulatory
announcements and the Board are present at the AGM to speak to shareholders.
Description
Non-compliance with statutes, regulations and disclosure requirements, including
FCA listed company regime and Companies Act 2006; s1158/1159 of the
Corporation Tax Act 2010, the Companies Act 2006 and other UK, European and
overseas legislation affecting UK companies including MiFID II and the GDPR.
Not complying with accounting standards could result is a suspension
of listing or loss of investment trust status, reputational damage and
Shareholder activism.
Further risks arise from not keeping abreast of changes in legislation and
regulations which have in recent years been substantial.
Assessment
Unchanged from previous year.
Mitigation
The Board monitors regulatory change with the assistance of the Investment
Manager, Company Secretary and external professional suppliers and
implements necessary changes should they be required.
The Board receives regulatory reports for discussion and, if required,
considers the need for any remedial action. In addition, as an investment
company, the Company is required to comply with a framework of tax laws,
regulation and company law.
Description
Financial loss due to unexpected natural disaster or other unpredictable event
disrupting the ability to operate or significant exposure to the economic cycles of the
markets in which the underlying investments conduct their business operations as well
as the economic impact on investment markets where such investments are listed.
Fluctuations in stock markets and currency exchange rates could be
advantageous or disadvantageous to the Company and its performance.
Disruption to trading platforms and support services.
Assessment
Unchanged from previous year.
Mitigation
The Board regularly discusses global geopolitical issues and general economic
conditions and developments.
The impact on the portfolio from other geopolitical changes are monitored
through existing control systems and discussed regularly by the Board. While it is
difficult to quantify the impact of such changes, it is not anticipated that they will
fundamentally affect the business of the Company or make healthcare investing
any less desirable. The longer term effects of inflation, recession, the war in
Ukraine and the Middle East crisis will continue to be assessed by the Audit
Committee in light of how they will impact the Company’s portfolio and the
overall economic and geopolitical environment in which the Company operates.
The Company through the Investment Manager, has a disaster recovery plan in place.
Regulatory Risk Economic And Market Risk
Strategic Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 39
Governance
The statutory duties of the Directors are listed in s171-177 of the Companies Act 2006. The Board recognises that under s172,
Directors have a duty to promote the success of the Company for the benefit of its members (our shareholders) as a whole
and in doing so have regard to the consequences of any decision in the long term, as well as having regard to the Company’s
wider stakeholders amongst other considerations. The fulfilment of this duty not only helps the Company achieve its Investment
Objective but ensures decisions are made in a responsible and sustainable way for shareholders.
To ensure that the Directors are aware of, and understand, their duties, they are provided with an induction when they first join
the Board, including details of all relevant regulatory and legal duties as a Director and continue to receive regular and ongoing
updates on relevant legislative and regulatory developments. They also have continued access to the advice and services of the
Company Secretary and, when deemed necessary, the Directors can seek independent professional advice. The Schedule of
Matters Reserved for the Board, as well as the Terms of Reference of its committees, are reviewed annually and further describe
Directors’ responsibilities and obligations and include any statutory and regulatory duties.
The Board seeks to understand the needs and priorities of the Company’s stakeholders and these are taken into account during
discussions and as part of the decision-making process. As an externally managed investment company, the Company does not
have any employees or customers, however the key stakeholders and a summary of the Board’s consideration and actions where
possible in relation to each group of stakeholders are described in the table below.
Stakeholder Group How we engage with them
Shareholders
The Directors have considered this duty when making the strategic decisions during the year that affect
shareholders, including the continued appointment of the Investment Manager and the recommendation that
shareholders vote in favour of the resolutions for the Company to continue and to renew the allotment and buy
back authorities at the AGM. The Directors have also engaged with and taken account of shareholders’ interests
during the year.
The Company’s AGM will be held at 2:30pm on Thursday 8 February 2024 at the offices of Polar Capital,
16 Palace Street, London SW1E 5JD. The Board recognises that the AGM is an important event for shareholders
and the Company and is keen to ensure that shareholders are able to exercise their right to vote and participate.
Any changes to these arrangements will be communicated through the Company’s website and via a Regulatory
Information Service announcement.
The Board believes that shareholder engagement remains important, especially in the current market conditions and
is keen that the AGM be a participative event for all. As was the case in 2023, shareholders will once again have
the opportunity to hear the Managers’ pre-recorded presentation, reviewing the Company’s performance in the
year and the outlook for 2023-2024, in advance of the AGM. The presentation will be uploaded to the Company’s
website ahead of the AGM. In addition, Shareholders will also be able to watch the proceedings of the AGM live via
Zoom Conference. Details of how to access the online link are provided in the Notice of AGM. The AGM in-person
meeting will comprise the formal business and questions only. Shareholders are encouraged to send any questions
ahead of the AGM to the Board via the Company Secretary at cosec@polarcapital.co.uk stating the subject matter
as PCGH-AGM. The Chairs of the Board and of the Committees, along with the Managers, will be in attendance at
the AGM and will be available to respond to questions and concerns from shareholders.
Should any significant votes be cast against a resolution, the Board will engage with shareholders and explain
in its announcement of the results of the AGM the actions it intends to take to consult shareholders in order to
understand the reasons behind the votes against. Following the consultation, an update will be published no later
than six months after the AGM and the Annual Report will detail the impact the Shareholder feedback has had
on any decisions the Board has taken and any actions or resolutions proposed.
Relations with shareholders
The Board and the Manager consider maintaining good communications and engaging with shareholders
through meetings and presentations a key priority. The Board regularly considers the share register of the
Company and receives regular reports from the Manager and the Corporate Broker on meetings attended with
shareholders and any concerns that are raised in those meetings. The Board also reviews correspondence from
shareholders and may attend investor presentations.
Shareholders are kept informed by the publication of annual and half year reports, monthly fact sheets, access
to commentary from the Investment Manager via the Company’s website and attendance at events at which the
Investment Manager presents.
Shareholders are able to raise any concerns directly with the Chair or the Board without intervention of the Manager
or Company Secretary, they may do this either in person at the AGM or at other events, or in writing either via the
registered office of the Company or to the Chair’s specific email address Chair.PCGH@polarcapital.co.uk.
Section 172 of the Companies Act 2006
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202340
Governance
Section 172 of the Companies Act 2006 continued
Stakeholder Group How we engage with them
Shareholders
Continued
The Company, through the sales and marketing efforts of the Investment Manager, encourages retail investment
platforms to engage with underlying shareholders in relation to Company communications and enable those
shareholders to cast their votes on Shareholder resolutions; the Company however has no responsibility over such
platforms. The Board therefore encourage shareholders invested via the platforms to regularly visit the Company’s
website or to make contact with the Company directly to obtain copies of Shareholder communications.
The Company has also made arrangements with its registrar for shareholders, who own their shares directly
rather than through a nominee or share scheme, to view their account online at www.shareview.co.uk. Other
services are also available via this service.
Outcomes and strategic decisions during the year
AGM
To enable more shareholders the opportunity to hear the Investment Manager’s AGM presentation, the Board
has opted to pre-record and upload this to the website ahead of the voting deadline and in-person formal
business AGM. In addition, shareholders will also have the opportunity to watch the proceedings of the AGM live
via Zoom Conference. Details of how to access the online link are provided in the Notice of AGM.
Investment
Manager
Through the Board meeting cycle, regular updates and the work of the Management Engagement Committee
reviewing the services of the Investment Manager annually, the Board is able to safeguard Shareholder interests by:
Ensuring adherence to the Investment Policy;
Ensuring excessive risk is not undertaken in the pursuit of investment performance;
Ensuring adherence to the Investment Management Policy and reviewing the agreed management and
performance fees;
Ensuring compliance with statutory legal requirements, regulations and other advisory guidance such as
consumer duty and aspects of operational resilience; and
Reviewing the Investment Manager’s decision making and consistency in investment process.
Maintaining a close and constructive working relationship with the Manager is crucial as the Board and the
Investment Manager both aim to continue to achieve consistent, long-term returns in line with the Investment
Objective. The culture which the Board maintains to ensure this involves encouraging open discussion with the
Investment Manager; recognising that the interests of shareholders and the Investment Manager are aligned,
providing constructive challenge and making Directors’ experience available to support the Investment Manager.
This culture is aligned with the collegiate and meritocratic culture which Polar Capital has developed and maintains.
Outcomes and strategic decisions during the year
ESG
The Board continued to engage with the Investment Manager to understand how ESG has been integrated
into the overall house style, the healthcare team investment approach and decision making as well as the
methodology behind this. The Board also receives information on how ESG affects Polar Capital as a business and
the healthcare team in particular.
Consumer Duty
The Board has worked with the Investment Manager to ensure the obligations of the new Consumer Duty
regulations are appropriately applied to the Company. In light of the obligations, all communications including
the website, fact sheets and other published documentation, have been reviewed to ensure they are appropriate
for all end users. A ‘value for money’ assessment has also been undertaken and is made available to distributors
on request for their due diligence processes.
Management
The Management Engagement Committee has recommended and the Board has approved the continued
appointment of the Investment Manager on the terms set out within the Investment Management Agreement.
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 41
Governance
Stakeholder Group How we engage with them
Investee
Companies
The Board has instructed the Investment Manager to take into account the published corporate governance
policies of the companies in which it invests.
The Board has also considered the Investment Manager’s Stewardship Code and Proxy Voting Policy. The Voting
Policy is for the Investment Manager to vote at all general meetings of companies in favour of resolutions
proposed by the management where it believes that the proposals are in the interests of shareholders. However,
in exceptional cases, where the Investment Manager believes that a resolution would be detrimental to the
interests of shareholders or the financial performance of the Company, appropriate notification will be given and
abstentions or a vote against will be lodged.
The Investment Manager has voted at 49 company meetings over the year ended 30 September 2023, with 5.4%
of all votes being against management and 37% of meetings having at least one against or withheld vote.
The Investment Manager reports to the Board, when requested, on the application of the Stewardship Code and
Voting Policy. The Investment Manager’s Stewardship Code and Voting Policy can be found on the Investment
Manager’s website in the Corporate Governance section (www.polarcapital.co.uk). Further information on how
the Investment Manager considers ESG in its engagement with investee companies can be found in the ESG
report on pages 27 to 30.
Outcomes and strategic decisions during the year
The Board receives information on the ratings of investee companies and is able to use this as a tool to inform
discussions with the Manager during Board meetings.
Service
Providers
The Directors have frequent engagement with the Company’s other service providers through the annual cycle
of reporting and due diligence meetings or site visits. This engagement is completed with the aim of having
effective oversight of delegated services, seeking to improve the processes for the benefit of the Company
and to understand the needs and views of the Company’s service providers, as stakeholders in the Company.
Further information on the Board’s engagement with service providers is included in the Corporate Governance
Statement and the Report of the Audit Committee. During the year under review, due diligence meetings have
been undertaken by the Investment Manager and where possible, service providers have joined meetings to
present their reports directly to the Board or the Audit Committee as appropriate.
Outcomes and strategic decisions during the year
The reviews of the Company’s service providers have been positive and the Directors believe their continued
appointment is in the best interests of the Company. The accounting and administration services of HSBC
Securities Services (HSS) are contracted through Polar Capital and provided to the Company under the terms of
the IMA. The Board continue to monitor service levels and due diligence reviews conducted by the Company
Secretary and is satisfied that the service received continues to be of a high standard.
Proxy Advisors
The support of proxy adviser agencies is important to the Directors, as the Company seeks to retain a reputation
for high standards of corporate governance, which the Directors believe contributes to the long-term sustainable
success of the Company. The Directors consider the recommendations of these various proxy voting agencies when
contemplating decisions that will affect shareholders and also when reporting to shareholders through the Half Year
and Annual Reports.
Recognising the principles of stewardship, as promoted by the UK Stewardship Code, the Board welcomes
engagement with all of its investors. The Board recognises that the views, questions from, and recommendations of
many institutional investors and proxy adviser agencies provide a valuable feedback mechanism and play a part in
highlighting evolving shareholders’ expectations and concerns.
Outcomes and strategic decisions during the year
Where possible the Chair and other representatives of the Company have engaged with the stewardship teams
of some larger investors to understand and address their expectations in terms of board governance, recruitment
and diversity. Prior to AGMs, the Company engages with these agencies to fact check their advisory reports and
clarify any areas or topics contained within the report. This ensures that whilst the proxy advisory reports provided
to shareholders are objective and independent, the Company’s actions and intentions are represented as clearly as
possible to assist with shareholders’ decision making when considering the resolutions proposed at the AGM.
Approved by the Board on 12 December 2023
By order of the Board
Tracey Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
12 December 2023
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202342
Governance
Report of the Directors
The Directors, who are listed on pages 7 and 8, present
their annual report together with their Report on Corporate
Governance, and the Audited Consolidated Financial
Statements for the year ended 30 September 2023. In
addition, the attention of shareholders is drawn to the
Strategic Report Section (Chair’s Statement, the Investment
Manager’s Report, Strategic Report, and the ESG and
Section 172 Statements) which provide further commentary
on the activities and outlook for the Company.
Introduction and Status
The Company is incorporated in England and Wales as
a public limited company and is domiciled in the United
Kingdom. It is an investment company as defined in
section 833 of the Companies Act 2006 and has a premium
listing on the London Stock Exchange.
The Company seeks to continue to operate as an investment
trust in accordance with sections 1158 and 1159 of the
Corporation Tax Act 2010 (as amended by section 42(2) of
the Finance Act 2011). As an approved investment trust the
close company provisions do not apply. The Directors, under
advice, expect the affairs of the Company to continue to
satisfy the conditions of an investment trust.
As an investment trust the Company’s ordinary shares
are excluded from the FCA’s restrictions which apply to
non-mainstream investment products. The Company
conducts its affairs and intends to do so for the foreseeable
future so that the exclusion continues to apply. The
Company’s ordinary shares are eligible for inclusion in a
stocks and shares ISA.
Life of the Company
In the absence of any prior proposals, the Articles of
Association of the Company require the Directors to put
forward at the first Annual General Meeting following
1 March 2025 a special resolution to place the Company into
voluntary liquidation. The voting on that resolution will be
enhanced such that, provided any single vote is cast in favour,
the resolution will be passed.
The Company is parent to a wholly owned subsidiary,
PCGH ZDP Plc, which was created as part of the Company’s
restructure in 2017 with the sole purpose of issuing zero
dividend preference (“ZDP”) shares and providing a loan to
the parent in the form of structural gearing.
The subsidiary has a fixed life and the Directors of the subsidiary
are required to convene a general meeting on or before
19 June 2024 (unless varied by the holders of the Zero Dividend
Preference shares) to propose a resolution to wind up the
subsidiary. As part of this wind-up process, the loan provided
by the subsidiary to the Company will be repaid and the ZDP
shares will be redeemed in June 2024 at which time the entity
will be liquidated. The Company has no current intention to
refinance the loan and remains in a strong position to repay the
outstanding amount at the time of the redemption of the ZDP
shares.
Capital structure
Issued Share Capital
The Company’s share capital is divided into ordinary shares of
25p each. At the year end, there were 124,149,256 ordinary
shares in issue (2022: 124,149,256 ordinary shares), of which
2,879,256 (2022: 2,879,256) were held in treasury by the
Company. During the year to 30 September 2023, no new
shares were issued from or bought back into treasury.
Further information on transferability and the voting rights
attached to these shares can be found in the shareholder
information section on page 107 and 108.
Powers to Issue Ordinary Shares and Make
Market Purchases of Ordinary Shares
The Board was granted authority by shareholders at the AGM
in February 2023 to allot equity securities up to a nominal value
of £3,031,750, representing approximately 10 per cent. of the
Company’s issued share capital, and to issue those shares for
cash without offering those shares to shareholders in accordance
with their statutory pre-emption rights. New ordinary shares
will not be allotted and issued at below the NAV per share
after taking into account the costs of issue. Any re-issue of
shares from treasury will follow institutional guidelines; it is not
anticipated that such shares would be re-issued below NAV.
The Board also obtained shareholder authority at the
AGM in February 2023 to make market purchases of up to
18,178,373 ordinary shares of the Company for cancellation
or holding as treasury shares in accordance with the terms
and conditions set out in the shareholder resolution.
These authorities will expire at the AGM to be held in
February 2024. Renewal of these authorities will be sought at
that AGM.
Dividends
The Company has a focus on growth but continues to have
a policy which aims to pay two interim dividends in February
and August each year. These interim dividends will not
necessarily be of equal amounts. Details of the dividends paid
and proposed are set out in Note 11 on page 88.
Shareholders should recognise that circumstances may
arise when it is necessary to reduce the level of dividend
payment or equally there may be instances when the level of
dividend must be increased in order to comply with sections
1158 and 1159 of the Corporation Tax Act 2010. Where
this would result in paying a dividend beyond the Board’s
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 43
Governance
intended policy, a ‘special dividend’ will be declared and paid. In accordance with best practice, the Directors will be proposing a
resolution to approve the Company’s dividend policy at the AGM to be held in February 2024.
Directors
In accordance with the AIC Code, which recommends annual re-election for all directors, all Directors will retire and offer themselves
for re-election at the AGM of the Company to be held in February 2024. Having undertaken a Board Evaluation process and discussed
the areas of expertise required to run the Company, the Board have confirmed their support and rationale for each Directors’ re-election
which is set out on pages 7 and 8 and in the letter accompanying the Notice of AGM. More information about the governance of the
Company and the Board of Directors as a collective is provided in the Corporate Governance Report on pages 44 to 51.
Annual General Meeting (‘AGM’)
The Company’s AGM will be held at 2:30pm on Thursday 8 February 2024. Please see page 106 in the shareholder information
section for further information on the resolutions to be proposed. The meeting will be held in person. Shareholders will also
be able to watch the proceedings of the AGM live via Zoom Conference. Details of how to access the online link are provided
in the Notice of AGM. As was the case in 2023, shareholders will once again have the opportunity to hear the Managers’
pre-recorded presentation, reviewing the Company’s performance in the year and the outlook for 2023-2024, in advance of the
AGM. It is anticipated that the presentation will be uploaded to the Company’s website in January 2024.
Major Interests in Ordinary Shares
As at the year end 30 September 2023, the Company had received notifications from the following shareholders in respect of
their own and their clients’ interests in the voting rights of the Company:
Shareholder Type of Holding Number of Shares
% of Voting
Rights*
Rathbones Investment Management Limited~ Indirect 23,450,955 19.34
1607 Capital Partners Indirect 12,069,633 9.95
Allspring Investments Indirect 6,522,743 5.38
Charles Stanley Indirect 6,106,096 5.04
Evelyn Partners Limited Direct 6,081,962 5.02
Brewin Dolphin Limited Indirect 6,039,197 4.98
City of London Investment Management Company Limited Direct 6,019,216 4.96
Canaccord Genuity Group Indirect 5,872,733 4.84
Cheviot Asset Management Limited Direct 4,805,275 3.96
Schroders plc Indirect Below 5% Below 5
~ position following the all-share combination of Rathbones Group Plc with Investec Wealth & Investment Limited
* The above percentages are calculated by applying the shareholdings as notified to the issued share capital at 12 December 2023 of 121,270,000 ordinary shares being all the issued ordinary
shares excluding those held in treasury where voting rights are suspended.
No additional notifications were received between the end of the financial year and 12 December 2023.
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the Company to include certain further information in relation to the Group and Company which is
not otherwise disclosed. The Directors confirm there are no additional disclosures to be made pursuant to this rule.
By order of the Board
Tracey Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
12 December 2023
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202344
Governance
Corporate Governance Framework
The Directors are ultimately accountable to the Company and its Shareholders for the Group’s affairs and are therefore
responsible for the governance of the Group. The Group and Company have no employees and rely on third parties to
administer the Group and Company and to provide investment management services. The following diagram demonstrates the
governance framework within which the Group is managed.
Report on Corporate Governance
Year ended 30 September 2023
Shareholders
Board of Directors
Chair: Lisa Arnold
Audit
Committee
Management
Engagement Committee
Nomination
Committee
Remuneration
Committee
Third Party
Service Providers
Investment Manager
and AIFM
Chair: Neal Ransome
Members: all independent
NEDs
Chair: Neal Ransome
Members: all independent
NEDs
Functions of the
Nomination Committee
are carried out by the
Board as a whole.
Functions of the
Remuneration Committee
are carried out by the
Board as a whole.
The Financial Reporting Council (FRC) has endorsed the Association of Investment Companies (‘AIC’) Code of Corporate
Governance (the ‘AIC Code’) issued in February 2019, for AIC Member Companies to report against in relation to their
corporate governance provisions. The AIC Code addresses the relevant principles set out in the FRC UK Code as well as
additional principles and recommendations on issues that are specific to investment trust companies.
The FRC has confirmed that by following the AIC Code, boards of investment companies (including those structured as
investment trusts) will meet their obligations under FCA Listing Rule 9.8.6. As an externally managed investment trust many
provisions of the FRC UK Code are not relevant, including those relating to the roles of chief executive, executive directors’
remuneration, statement of gas emissions and the requirement to have an internal audit function.
In addition, there are provisions within the FRC UK Code which the Board has chosen to depart from in favour of following the
AIC Code, such as the Company’s formal Chair Tenure Policy which allows the Chair to continue in role in excess of 9 years.
See page 50 for more information.
Statement of Compliance and Application of the AIC Code’s Principles
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the FRC UK Code to make them relevant for investment companies. The Board believes
that the Company’s current practices are consistent in all material respects in applying the principles and complying with the
provisions of the AIC Code. The Board will continue to observe the principles and recommendations set out in the AIC Code.
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 45
Governance
The AIC Code’s principles and provisions are structured into five sections: Board leadership and purpose; division of
responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration. The Company’s
application of the principles and compliance with the provisions of each section is detailed on the following pages.
Purpose
The purpose of the Group, comprising the Company and the wholly owned subsidiary PCGH ZDP Plc, is to provide a vehicle for
investors in which assets are invested across a diversified global portfolio of healthcare stocks which aim to deliver long term
capital growth to shareholders. The purpose is achieved through the Investment Objective and policy incorporating parameters
to ensure excessive risk is not undertaken.
The Investment Policy seeks to generate capital growth by investing in a global portfolio of healthcare stocks. The Company will
seek to achieve its objective by investing in a diversified global portfolio consisting primarily of listed equities. The portfolio is
diversified by geography, industry subsector and investment size. As an externally managed investment trust, the culture of the
Company is a consequence of the Board’s diversity, decisions and behaviours which are aligned with the values and behaviours
of the Investment Manager, interaction between the two and engagement with the Company’s stakeholders. The Board
monitors this culture, including the policies and practices it implements to maintain it.
Board Leadership
In promoting the long-term sustainable success of the Company, the performance of the Company’s portfolio is constantly
reviewed in pursuit of value generation for shareholders by achievement of the Investment Objective. Investment management
fees are reviewed periodically, with the last change occurring with effect from 1 October 2020. The Investment Manager
is entitled to a management fee at the rate of 0.75% (previously 0.85%) per annum of the lower of the Group market
capitalisation and the Company’s adjusted net asset value. The Company’s performance over the previous ten years can be
found on page 3 and how the Board views its duties is considered in the s172 statement on pages 39 to 41. The Board’s
engagement with shareholders and stakeholders and how it contributes to strategic decision making is also discussed within the
s172 statement. Participation from both groups is encouraged and the Board can be contacted through the Company Secretary.
The Company’s service providers are subject to periodic site visits and attend service review and other meetings throughout the
year, ensuring effective engagement. Fulfilling the Investment Objective and the Company’s performance is the focus of the
Board’s discussions.
The Board’s effectiveness, including how it promotes the long-term sustainable success of the Company, is reviewed annually.
The process and outcomes of the Board evaluation are detailed on page 49.
Role, Responsibilities and Committees of the Board
The Board has delegated to the Audit Committee and the Management Engagement Committee specific remits for
consideration and recommendation but the final responsibility in these areas remains with the Board. The Board determined
that due to its size, and the fact that all the Directors are non-executive and independent, the functions of the nomination
committee and remuneration committee would be carried out by the full Board.
Separate reports of the work of the Audit Committee and Management Engagement Committee over the year are set out on
pages 52 to 58 and page 59 respectively.
The Directors’ Remuneration Report, including the processes undertaken when reviewing remuneration, can be found on
pages 60 to 64.
In addition to formal meetings, the Board creates ad hoc committees from to time to enact policies or actions agreed in principle
by the whole Board.
BOARD LEADERSHIP AND PURPOSE (Principles A-E, Provisions 1-7)
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202346
Governance
The number of formal meetings of the Board and its Committees held during the year ended 30 September 2023 and the
attendance of individual Directors are shown below.
Board
Audit
Committee
Management
Engagement 2023 AGM
Number of Meetings
6 3 1 1
Lisa Arnold
6 3 1 1
Andrew Fleming
6 3 1 1
Neal Ransome
6 3 1 1
Jeremy Whitley
6 3 1 1
Role of the Investment Manager
The Board has contractually delegated the management of the portfolio to the Manager. It is the Manager’s sole responsibility
to take decisions as to the purchase and sale of individual investments other than unquoted investments where the Board is
consulted (no unquoted investments were held at the year-end or date of reporting). The Manager has responsibility for asset
allocation and sector selection within the guidelines established and regularly reviewed by the Board.
The Manager is responsible for providing or procuring accountancy services, company secretarial and administrative services
including the monitoring of third-party suppliers who are directly appointed by the Company. The Manager also ensures that
all Directors receive in a timely manner all relevant management, regulatory and financial information. Representatives of the
Investment Manager attend all Board meetings in a variety of capacities including investment management, compliance, risk and
marketing, enabling the Directors to probe further on matters of concern or seek clarification on certain issues.
The whole Board reviews the performance of the Investment Manager in all service disciplines and, at each Board meeting,
the Company’s performance against the market and a peer group of funds with a similar Investment Objective is reviewed.
The investment team provided by the Investment Manager has long experience of investment in the healthcare sector.
In addition, the Investment Manager has other investment resources which support the investment team and have experience in
managing and administering other investment trust companies.
The Board and Investment Manager work in a collaborative manner and the Chair encourages open discussion and debate.
Chair
The Chair is responsible for the leadership of the Board and works with the Company Secretary for setting the Board’s meeting
agendas and for balancing the issues presented to each meeting. Open and honest debate is encouraged at each Board meeting
and the Chair keeps in touch with both the Company Secretary and other Directors between Board meetings. Lisa Arnold was
appointed to the Board in 2018 and appointed as Chair in February 2020. The Chair was independent on appointment and
continues to meet the criteria for independence. The Board considers the competence and independence of the Directors on an
annual basis. Under the Company’s Chair Tenure Policy, having been appointed following time spent as an NED, the Chair may,
if deemed appropriate or necessary, remain on the Board for up to twelve years.
Senior Independent Director
Due to the size and structure of the Board it is considered unnecessary to identify a senior independent non-executive director.
The Board considers that all Directors have different qualities and areas of expertise on which they may lead where issues arise
and to whom concerns may be conveyed. As and when required, the Chair of the Audit Committee leads on specific matters
such as the annual evaluation of the Chair.
Board Responsibilities
The Board currently comprises four non-executive Directors who are all considered to be independent. The Board considers
that its overall composition is adequate for the effective governance of the Company. No Director has any former or present
connection with the Investment Manager. A formal schedule of matters specifically reserved for decision by the full Board
has been defined and a procedure has been adopted for Directors, in the furtherance of their duties, to take independent
professional advice at the expense of the Company. No professional advice has been independently sought during the year.
BOARD LEADERSHIP AND PURPOSE (Principles A-E, Provisions 1-7) continued
DIVISION OF RESPONSIBILITIES (PRINCIPLES F-I, PROVISIONS 8-21)
Report on Corporate Governance continued
Year ended 30 September 2023
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 47
Governance
Company Secretary
The Directors have access to the advice and services of the Company Secretary which is provided in compliance with the IMA
through Polar Capital Secretarial Services Limited. An appointed representative, Tracey Lago, is responsible to the Board for
ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. The Board and
Investment Manager operate in a supportive, co-operative and open environment. The Board acknowledges that PIRC (Pensions
and Investment Research Consultants Limited, an independent corporate governance and shareholder advisory consultancy)
recommend voting against the laying of the Annual Report at an AGM where the Investment Manager provides company
secretarial services to the Company. The Board believes that the benefits gained by utilising the services of a Company Secretary
provided by the Investment Manager significantly outweigh any perceived risk or conflicts in the view of PIRC. The Company
Secretary is provided to the Company as an independent service and the appointed representative acts as an officer of the
Company and not an employee of the Investment Manager when working with the Board and the Company.
Meetings
The Board has a schedule of regular meetings through the year and meets at additional times as required. During the year,
Board and Committee meetings were held to deal with the ongoing stewardship of the Company and other matters including
the setting and monitoring of investment strategy and performance, review of the Financial Statements, ESG and considering
any shareholder feedback. The level of the ordinary share price discount or premium to the Net Asset Value are kept under
review along with matters affecting the industry and the evaluation of third-party service providers. The Board is also responsible
for considering, reviewing and implementing appropriate policies in respect of regulatory changes that impact the Company.
The full investment strategy was revised during the reconstruction exercise undertaken in early 2017. The Board continues
to consider the Company’s strategy and its relevance to the market and shareholders as a whole at each Board meeting and
at least one Board meeting per year includes an in-depth focus on strategy. Through this process the Board supervises the
management of the investment portfolio, the work of the Investment Manager, the risks to which the Company is exposed and
their mitigation, and the quality of services received by the Company.
Directors’ Professional Development
When new Directors are appointed, they are offered an induction course provided by the Investment Manager. Directors
are welcome to visit the Manager at any time to receive an update on any aspect of interest or a refresher on the Manager’s
operations both generally and those which are specific to the Company. Directors are also provided on a regular basis with key
information on the Company’s policies, regulatory and statutory obligations and internal controls. Changes affecting Directors’
responsibilities are advised to the Board as they arise. Directors may also participate in professional and industry seminars and
may use the Manager’s online compliance training resources to ensure they maintain their knowledge.
Conflicts of Interest
The Board has in place a policy to govern situations where a potential conflict of interest may arise, for example where a
Director is also a director of a company in which the Company invests or may invest. The Company’s Articles contain provisions
to permit the Board to authorise acceptable conflicts or potential conflicts. Where a conflict situation arises, the conflicted
Director may be excluded from any discussions, decisions or votes relating to the matter of conflict.
Each Director has provided the Company with a statement of all conflicts of interest and potential conflicts of interest, which
have been approved by the Board and recorded in a register. The Conflicts Register is reviewed at every Board meeting and
the Directors are reminded of their obligations for disclosure. No Director has declared receipt of any benefits other than their
emoluments and associated expenses in their capacity as a Director of the Company.
DIVISION OF RESPONSIBILITIES (PRINCIPLES F-I, PROVISIONS 8-21) continued
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202348
Governance
The Board as part of its year-end review has considered the full register of conflicts, any conditions imposed on such conflicts or
potential conflicts and the operation of the notification and authorisation process. It concluded that the process has operated
effectively since its introduction. There were no contracts subsisting during or at the end of the year in which a Director is
or was interested and which is or was significant in relation to the Company’s business or to the Director. All the Directors
were considered independent of the Investment Manager and had no relationship or conflicts which were likely to affect their
judgement.
The Directors’ interests in the ordinary shares of the Company are set out on page 63 of the Directors’ Remuneration Report.
Capacity and Overboarding
Prior to appointment, current and planned commitments of board candidates are considered and it is determined before
interview stage whether the Board feels that the candidate has the capacity to dedicate to the Company. Once appointed,
all Directors are required to seek permission and approval from the Board prior to accepting any new appointments, including
a change of role. Following notification, the Board will give particular consideration to the type of role, expected time
commitments and the impact on the Director’s ability to discharge their duties to the Company. Directors are also required to
provide a list of their existing significant external commitments and estimated time commitments for each in order for the Board
to assess any risk of insufficient capacity or overboarding.
The Board continues to be satisfied that the external commitments of all non-executive Directors serve to enhance their skills
and experience and do not affect their ability to commit sufficient time to their roles as Directors of the Company, as evidenced
by their attendance records and contributions in meetings.
Board Composition, Diversity and Recruitment
The Board is responsible to shareholders for the overall management of the Company’s affairs. During the full year under
review there were four non-executive Directors. Each Director has different qualities and areas of expertise on which they may
lead should issues arise. The Board has a policy to consider diversity and seeks to follow the diversity recommendations of the
Hampton-Alexander and Parker Reviews, amongst other factors. Consideration is given to all forms of diversity in order to
balance both the expertise on, and the structure of, the Board as a whole.
The Board notes the reporting requirements of the FCA Diversity and Inclusion Policy and has chosen to align its diversity
reporting reference date with the Company’s financial year end, 30 September 2023. Whilst the Board does not currently meet
the gender requirements (being a minimum of 40% female Board members) or ethnicity requirements (at least one non-white
ethnic minority Board member), it does have at least one senior female appointment who is currently Chair of the Board. The
Board continues to keep this under consideration as part of the Board’s reconstruction and future succession plans and hopes to
meet all aspects of the FCA’s Diversity policy in future. The Board will consider diversity at all stages of recruitment to the Board
and will work hard to ensure the broadest range of candidates are found when recruiting new directors.
As required under LR 9.8.6R(10), further detail in respect of the diversity targets as at 30 September 2023 are provided in the
tables below. As an externally managed investment trust, the Company has no executive directors or employees therefore
columns relating to executive roles/management have been omitted from the tables. As per the AIC’s Guidance, the Company
considers the roles of Board Chair and Chair of the Audit Committee as senior board positions and the disclosures are made on
this basis.
DIVISION OF RESPONSIBILITIES (PRINCIPLES F-I, PROVISIONS 8-21) continued
COMPOSITION, SUCCESSION AND EVALUATION (Principles J-L, Provisions 22-28)
Report on Corporate Governance continued
Year ended 30 September 2023
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 49
Governance
Number of board
members
Percentage of the
board
Number of senior
positions on the
board (Chair and
Audit Chair)
Men 3 75% 1
Women 1 25% 1
Number of board
members
Percentage of the
board
Number of senior
positions on the
board (Chair and
Audit Chair)
White British or other (including minority-white groups) 4 100% 2
Minority Ethnic - - -
The Board as the Nomination Committee met in November 2023 and considered the near-term recruitment needs of the Board.
Having considered a variety of factors, the Committee concluded that at the present time, the Board worked efficiently and had
the requisite skill sets to lead the Company effectively. Noting the requirement for greater diversity, the Committee concluded
that, with a fixed life, the appropriate time for recruitment of new directors would be shortly before or after any reconstruction
plans. In support of increasing diversity and expanding the pool of potential NED candidates of the future, the Board, in
collaboration with “board apprentice”, welcomed a board apprentice during the year under review. The board apprentice is
invited to attend all Board and Committee meetings as an observer and is mentored through the process by a Board member.
See page 6 for an interview with Ei-Lene Heng on her experience thus far as a Board apprentice.
The Board as the Nomination Committee also considered the contribution and performance of each Director as part of the
Director and Board performance evaluation. The Board believes that the Directors demonstrate a breadth of experience across
the investment and financial services industry and exposure to the healthcare sector. Each Director effectively contributes to
the operation of the Board and demonstrates independent views on a range of subjects. All the Directors were considered
independent of the Investment Manager and had no relationship or conflicts which were likely to affect their judgement.
Succession
The Board has determined that due to the fixed life of the Company there is no need for a formal policy on the length of service
for Directors. The reconstruction approved by shareholders in June 2017 extended the life of the Company for a further seven
years. Once the reconstruction was completed the Company’s original board was replaced in two phases, a process which
completed in December 2019. The Board considers that its overall composition is well placed for the effective governance of the
Company and it is anticipated that the process of board succession and recruitment would be reassessed as part of any future
reconstruction plans.
Evaluation
The evaluation of the Board, the Committees and individual Directors is carried out annually. The process involves the use of
a written questionnaire to assess the balance of skills, experience, knowledge, independence and effectiveness of the Board,
including how the Directors interact as a unit on the Board. The responses to the questionnaire are reviewed and discussed
individually with the Chair where appropriate and by the full Board and, should it be deemed necessary, additional reporting
measures or operations would be put in place. The review of the Chair’ s performance is conducted by the Board led by the
Chair of the Audit Committee. The Chair of the Board did not participate in this discussion.
In carrying out these evaluations, each Director is assessed on their relevant experience, their strengths and weaknesses in
relation to the overall requirements of the Board and their commitment to the Company in terms of time by regular attendance
and participation at Board meetings. The process is constructed to assess the contribution of individual Directors to the overall
operation of the Board and its Committees. The Board, through the work of the Nomination Committee, has determined that
each Director standing for re-election continues to offer relevant experience, effectively contributes to the operation of the
Board and has demonstrated independent views on a range of subjects. The Committee is satisfied that the structure, mix of
skills and operation of the Board continue to be effective and relevant for the Company.
COMPOSITION, SUCCESSION AND EVALUATION (Principles J-L, Provisions 22-28) continued
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202350
Governance
Performance and Re-election
In accordance with the Company’s adopted practices, all Directors will retire and offer themselves for re-election at the AGM of
the Company to be held in February 2024. Having undertaken a Board Evaluation process and discussed the areas of expertise
required to run the Company, the Board have confirmed their support and rationale for each Directors’ re-election. The Directors
believe that they have a balance of experience, expertise and sufficient diversity and that they work well together, each director
brings multiple qualities and areas of expertise to the Board. The Board rationale for re-appointment of each Director is given on
pages 7 and 8 and in the letter accompanying the Notice of AGM.
Chair Tenure Policy
The Board considers that in the circumstances of an investment company, where corporate knowledge and continuity can
add value, there may be merit in appointing one of its members to the Chair. In addition, there may be circumstances where
succession plans are disrupted such that an internal candidate with some years’ existing experience is the most appropriate
candidate for the Chair. In other circumstances an external candidate may be more appropriate.
As per provision 24 of the AIC Code, the Board’s policy is that the maximum Board tenure for its Chair is up to 12 years (where
up to 9 years of this could be served as a non-executive Director). The Board believes that due to the staggered nature of the
appointment dates of existing Directors, and the expectation that Directors, unless assuming the role of Chair or there being
unforeseen circumstances, will retire from the Board after nine years of service, there will be regular refreshment of the Board.
Internal Controls
The Board has overall responsibility for the Group and Company’s system of internal control, for reviewing its effectiveness
and ensuring that risk management and control processes are embedded in the Company’s day-to-day operations which are
operated or overseen by the Investment Manager.
The Investment Manager has an internal control framework to provide reasonable but not absolute assurance on the
effectiveness of the internal controls operated on behalf of its clients. The Manager is authorised and regulated by the Financial
Conduct Authority and its compliance department monitors the Company’s compliance with the various rules and regulations
applicable to it including the FCA’s rules, AIFMD, MiFID II and GDPR, for example.
The Board, through the Audit Committee, has established a process for identifying, evaluating, monitoring and managing any
principal risks faced by the Company. This is documented through the use of a Risk Map which is subject to regular review by
the Audit Committee and accords with the Guidance on Risk Management, Internal Control and Related Financial and Business
Reporting issued in September 2014 by the Financial Reporting Council. The controls are embedded within the business and
aim to ensure that identified risks are managed and systems are in place to report on such risks. The internal controls seek to
ensure the assets of the Group and Company are safeguarded, proper accounting records are maintained, and the financial
information used by the Group and Company and for publication is reliable. Controls covering the risks identified, including
financial, operational, compliance and risk management controls, are monitored by a series of regular reports covering
investment performance, attribution analysis, reports from various third parties and from the Investment Manager.
As the Company has no employees and its operational functions are carried out by third parties, the Audit Committee does not
consider it necessary for the Company to establish its own internal audit function.
Contracts with suppliers are entered into after full and proper consideration by the Board of the quality and cost of the services
offered, including the control systems in operation in so far as they relate to the affairs of the Company.
COMPOSITION, SUCCESSION AND EVALUATION (Principles J-L, Provisions 22-28) continued
AUDIT, RISK AND INTERNAL CONTROL (PRINCIPLES M-O, PROVISIONS 29-36)
Report on Corporate Governance continued
Year ended 30 September 2023
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 51
Governance
Operation of internal Controls
The process was active throughout the year and up to the date of approval of this Annual Report. However, such a system is
designed to manage rather than eliminate risks of failure to achieve the Company’s business objectives and can only provide
reasonable and not absolute assurance against material misstatement or loss.
The Board, in assessing the effectiveness of the Group and Company’s internal controls has, through the Audit Committee,
received formal reports on the policies and procedures in operation, where control failures have occurred an exceptions report is
provided along with mitigation in place to ensure the control is met in future. For the Group and Company’s year under review,
no material errors or control failures had been identified. The Manager has subsequently provided confirmation that there has
been no material change to the control environment up to the date of signing these Financial Statements.
The Manager has delegated the provision of accounting, portfolio valuation and trade processing to HSBC Securities Services
but remains responsible to the Company for these functions and provides the Board with information on these services.
Based on the work of the Audit Committee and the reviews of the reports received by the Audit Committee on behalf of the
Board, the Board has concluded that there were no material control failures during the year and up to the date of this report.
Due to the fully independent non-executive Board comprising four Directors, the Board has deemed it appropriate for the full
Board to fulfil the role of the Remuneration Committee. The Board, acting as the Committee, meets at least annually and is
responsible for consideration and recommendations in relation to Directors’ remuneration.
The remuneration of the Directors is reviewed on an annual basis but will not necessarily lead to a change in remuneration
level awarded. Industry guidance, peer investment trust companies’ remuneration, the work undertaken by the Board in the
prior year along with plans for the current year and the overall regulatory environment are all considered when reviewing
remuneration.
Remuneration levels are set to attract candidates of high calibre to the Board. The Company’s remuneration policy was
approved by shareholders at the AGM in February 2023, is detailed within the Directors’ Remuneration Report on page 60 and
explains how the policy is designed to support strategy and promote long-term sustainable success.
Tracey Lago, FCG
Polar Capital Secretarial Services Limited
Company Secretary
12 December 2023
AUDIT, RISK AND INTERNAL CONTROL (PRINCIPLES M-O, PROVISIONS 29-36) continued
REMUNERATION (PRINCIPLES P-R, PROVISIONS 37-42)
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202352
Governance
I am pleased to present my Report to you as Chair of the Audit Committee.
The Committee comprises all the Directors and the Board
is satisfied that the Committee has sufficient recent and
relevant financial experience and has competence relevant to
the sector in which the Company operates to discharge its
functions effectively. The experience of the members of the
Committee can be assessed from the Directors’ biographies
set out on pages 7 and 8. I am a chartered accountant
and a former partner and head of the pharmaceutical and
healthcare M&A practice of PricewaterhouseCoopers LLP
(‘PwC’). I hold the ICAEW’s FCA, BFP and CF qualifications
and am therefore deemed to have appropriate experience
and expertise to carry out the role of Chair of the Audit
Committee. The Committee has written terms of reference
which are available to view on the Company’s website,
www.polarcapitalglobalhealthcaretrust.co.uk
During the year the Audit Committee met three times, with
all members of the Committee attending each meeting.
Matters Considered during the Financial
Year Ended 30 September 2023:
During the year the Audit Committee considered a variety of
matters, including:
Audit Regulation
Since my last report to you, the Committee has not had
to consider any new material regulations. The Committee
continues to follow developments in the relevant
regulatory environment to consider any new and ongoing
requirements and determine how to apply any relevant
best practice to the Company. The Committee continues
to review the outcomes of the FRC’s annual Audit Quality
Reviews and discusses the findings with the Auditors.
As reported last year, the Committee is aware of the
extensive proposals outlined by the Department for
Business and Trade (“DBT”) which seek to strengthen
the UK’s audit and corporate governance framework.
The Committee will continue to monitor the detail of and
implement any legislation arising from the reforms and
will consider any suggested guidance from the DBT for
good practice. The Committee will report on any changes
made in future Annual Reports following the introduction
of any revised legislation.
Audit Committee
Report
Neal Ransome
Chair of the Audit Committee
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 53
Governance
Annual External Audit
the scope of the annual audit and agreement with the
Auditors of the key areas of focus;
the reports from the Auditors concerning their audit of
the annual Financial Statements of the Company;
the performance of the Auditors and the level of fees
charged for their services;
the independence and objectivity of the Auditors;
the appointment of the Auditors;
the policy for non-audit services which may be provided
by the Auditors in line with the FRC guidance; and
the extent of the non-audit services, the quality of such
work and the fees.
Internal Audit
the potential need for an internal audit function, which
we continue to conclude is unnecessary for an externally
managed investment trust.
Accounting Policies and related matters
the appropriateness and any changes to the accounting
policies of the Company including any judgements
required by such policies and the reasonableness of
such. During the year the Committee ensured that the
accounting policies as set out on pages 80 to 84 were
applied consistently throughout the year. During the year
there were no changes to currently adopted policies and
no new UK-adopted international accounting standards
(“UK-adopted IAS”) or amendments to UK adopted IAS
which had any significant impact on the Company’s
financial Statements.
the financial disclosures contained in the Annual Report
and Half Year Report to shareholders.
the going concern statement, longer-term viability
statement and the requirement that the Annual Report
and Financial Statements, when taken as a whole, are fair,
balanced and understandable.
The Company’s Subsidiary, PCGH ZDP Plc
the Audit Committee also considers the Financial Statements
and audit requirements of the Company’s wholly owned
subsidiary, PCGH ZDP Plc. Accounting standard IFRS9
specifies how an entity should classify and measure financial
assets, liabilities and some contracts. PCGH ZDP Plc has
advanced a loan to the Company which falls within the
scope of this accounting standard. As required by IFRS9,
an impairment review has been conducted to assess the
possibility of the Company defaulting on its liability to
PCGH ZDP Plc. It has been concluded that the possibility of
default is negligible, and that accordingly no adjustment is
required to the carrying value of the loan in the Financial
Statements of PCGH ZDP Plc. A note on this matter has
been included in the Financial Statements of PCGH ZDP
Plc. The liability to PCGH ZDP Plc is the equivalent of
the redemption value of the ZDP Shares being 122.99p
per ZDP Share and becomes payable on 19 June 2024.
The Company’s minimum asset cover required to fulfil the
loan covenant is 1.8x. During the year under review the
lowest asset cover available at month end was 11.4x and the
highest was 11.8x.
the Audit Committee has considered the accounting
implications of the redemption and cancellation of
the Company’s ZDP shares which is due to complete
in mid-2024. Further information can be found in the
Annual Report of the subsidiary company PCGH ZDP Plc.
Investment Matters
the investment management process, including
confirmation of the existence and ownership of
investments through the review of quarterly Depositary
Reports and meeting with the Depositary in relation to
the safeguarding of the Company’s assets. No errors have
been reported during the year under review.
Internal Controls and Risk
the Risk Map covering the identification of new and
emerging risks, adjustments to existing risks and the
mitigation and controls in place to manage those risks; and
reports from the Investment Manager and the Investment
Manager’s external Auditors on the effectiveness of the
system of internal financial controls including the Risk Map.
Dividend Policy
the Committee considered the Company’s Dividend
Policy as approved by shareholders at the Annual General
Meeting held in February 2023 and recommended to the
Board that it continue in force. The Dividend Policy will be
proposed for approval by shareholders at the Company’s
AGM to be held in February 2024. The Company’s focus
remains on capital growth, and while the Company
continues to aim to pay two dividends per year these are
expected to be a small part of shareholders’ total return.
Consideration of the Half Year Report and
Financial Statements
prior to publication, the Committee considered and
reviewed the Half Year Report and Financial Statements,
which were not audited, to ensure that they were
prepared on a basis consistent with the accounting
policies used in the Annual Report and Financial
Statements for the year ended 30 September 2022.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202354
Governance
Consideration of the Annual Report and
Financial Statements
the Committee performed this role through monitoring
the integrity of the Financial Statements of the Company
and the system of accounting to ensure compliance with
the relevant and appropriate accounting standards. The
scope of the audit was agreed in advance with a focus
on areas of audit risk and the appropriate level of audit
materiality.
the Auditors reported to the Committee on the results of the
audit work and highlighted any issues which the audit work
had discovered, or the Committee had previously identified
as significant or material in the context of the Financial
Statements. Following a comprehensive review process the
Audit Committee presented its conclusions to the Board.
Significant Matters in Relation to the Financial
Statements for the Year Ended 30 September
2023
in addition to the matters considered by the Committee
informing its opinions on going concern and longer-term
viability (described below) and in concluding that the
Annual Report and Financial Statements, when taken
as a whole, are fair, balanced and understandable, the
Committee also considered the following matters in
relation to the Financial Statements:
Significant Matter How the Issue was Addressed
Valuation, existence and ownership of
investments
The valuation is carried out in accordance with the accounting policies of the
Company as described in note 2(g). The Depositary has reported on its work and
safe keeping of the Company’s investments and a report from the Depositary is
provided on the Company’s website: www.polarcapitalglobalhealthcaretrust.co.uk
Compliance with s1158 and s1159 of
the Corporation Tax Act 2010
Consideration of compliance with the requirements of investment trust status is
carried out at each Board meeting throughout the year.
Repayment of the loan provided by the
subsidiary company, PCGH ZDP Plc.
The ZDP shares issued by the subsidiary are traded and maintain a standard listing on
the London Stock Exchange. The valuation of the subsidiary is monitored regularly by
the Board and the subsidiary is subject to an independent audit by the Auditors.
Consideration of the redemption and cancellation of the Company’s ZDP
shares, which are due to be redeemed on 19 June 2024, and assessment of the
Company’s ability to repay the loan.
There were no adverse matters brought to the Audit
Committee’s attention in respect of the 2023 audit which
were material or significant, or which should be brought to
shareholders’ attention.
Conclusions in Respect of the Annual Report
and Financial Statements
In order to reach the conclusion that the Annual Report
and Financial Statements when taken as a whole are fair,
balanced and understandable, the Board has requested that
the Committee advise on whether it considers these criteria
satisfied. In so doing the Committee has considered the
following:
the ongoing comprehensive control framework around
the production of the Annual Report, including the
verification processes in place to deal with the factual
content;
the extensive levels of review undertaken in the
production process, by the Investment Manager and the
Committee;
the internal control environment as operated by the
Investment Manager and other suppliers including any
checks and balances within those systems; and
the unqualified audit report from the Auditors confirming
their work based on substantive testing of the Financial
Statements.
As a result of the work performed, the Committee has
concluded that the Annual Report and Financial Statements
for the year ended 30 September 2023, taken as a whole,
are fair, balanced and understandable and provide the
information necessary for shareholders to assess the
Company’s performance, business model and strategy, and it
has reported on these findings and provided such conclusion
to the Board.
Audit Committee Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 55
Governance
External Auditors
Appointment of Auditors, Fees and Tenure
The Committee considers by way of meetings and reports,
the appointment, remuneration and work of the Auditors.
PwC (or the ‘Auditors’) have provided audit services to the
Company from its incorporation in 2010 and to the Group
since 2017. Following a formal and competitive tender
process in 2020, PwC were re-appointed as the Company’s
auditors. The re-appointment of PwC as Auditors to the
Company has been submitted annually for shareholder
approval and will be submitted once again at the AGM to be
held in February 2024, together with a separate Resolution
to authorise the Directors to set the remuneration of the
Auditors. In accordance with current legislation, the Company
is required to instigate an audit tender process at least every
10 years and will be required to change its auditors after a
maximum of 20 years’ engagement.
The Auditors are invited to all Committee meetings and
receives copies of all relevant papers and meeting minutes.
As part of the year end audit, the Committee considered
and re-confirmed the level of fees pre-agreed and payable to
the Auditor bearing in mind the nature of the audit and the
quality of services received. The fees paid to PwC in respect of
the audit of the annual Financial Statements of the Company
amounted to £51,525 (2022: £41,525). The fees paid to
PwC in respect of the audit of the Financial Statements of the
Company’s wholly owned subsidiary, PCGH ZDP Plc, were
£8,000 (2022: £6,875). The fee represents a further increase
on the prior year to reflect the additional work required by
the auditors as a result of new auditing standards, specifically
IAS 315, inflation and the level of audit work required to
perform a robust quality audit.
The year-on-year increase in audit fees continues to be in
line with increases experienced across the investment trust
sector in the current and recent years. Audit firms generally
have increased the fees that they charge to investment trusts
in order to reflect the increased level of work that they have
been required to perform, and the increased risk that they
perceive, in the context of more rigorous and robust levels of
audit scrutiny and regulation.
Effectiveness of Audit Process
The Committee, on behalf of the Board, is responsible for
overseeing the relationship with the Auditors including
ensuring the quality and effectiveness of the audit.
The Audit Committee monitored and evaluated the
effectiveness of the Auditors and any changes in the terms
of their appointment based on an assessment of their
performance, qualification, knowledge, expertise and
resources. The Auditor’s independence was also considered
along with other factors such as audit planning and
interpretations of accounting standards. This evaluation
has been carried out throughout the year by meetings held
with the Auditors, by review of the audit process and by
comments from the Investment Manager and others involved
in the audit process. Based on its review the Audit Committee
concluded that the Auditors remained independent and
continued to act in an independent manner. The Auditors
are provided with an opportunity to address the Committee
without the Investment Manager present to raise any
concerns or discuss any matters relating to the audit work
and the cooperation of the Investment Manager and others
in providing information and the quality of that information
including the timeliness in responding to audit requests.
Non-Audit Services
The Audit Committee’s policy for the provision of non-audit
services by the Auditors is to ensure that there is a clear
separation of audit work and non-audit work and that
the cost of any non-audit work is justified and is not
disproportionate to the audit fees, to the extent that the
independence of the Auditors would be compromised. The
Audit Committee’s policy on the provision of non-audit
services by the Auditors is available on the Company’s
website. The policy is produced in line with the FRC Ethical
Standards (March 2020) and any non-audit services are
required to be pre-approved by the Audit Committee. In
both the year under review and the prior year, no non-audit
services were provided by the Auditors.
Overview of Risk and Internal Controls
The Board has ultimate responsibility for the management
of risk throughout the Company and has asked the Audit
committee to assist in maintaining an effective internal
control environment.
The Company maintains a Risk Map which seeks to identify,
monitor and control principal risks as well as identifying
emerging risks. The Committee has continued to review
the Risk Map to identify the principal and emerging risks
facing the business including those that might threaten its
business model, future performance, liquidity and reputation.
Alongside this, the Committee considered the likelihood,
impact, mitigating factors and controls to reduce the impact of
such risks as described on pages 36 and 38. This process was
carried out throughout the year and is the means by which
the Risk Map is monitored and kept relevant by reflecting any
changes to the source and level of risks facing the Company.
The Committee has met to discuss and assess emerging risks
and where appropriate recommends changes to the Risk Map.
The Committee will actively continue to monitor the system
of internal controls through the regular review of the Risk
Map and the internal control environment in order to provide
assurance that they continue to operate as intended.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202356
Governance
As part of the year end processes the Audit Committee
also undertook a review of the effectiveness of the system
of internal controls considering any issues that had arisen
during the course of the year. The Committee acknowledges
that the Company is reliant on the systems utilised by
external suppliers. Representatives of the Investment
Manager reported to the Committee on the system of
internal controls that is in place for the performance of the
Investment Manager’s duties under the IMA. The Committee
and the Manager also received presentations and internal
control reports from other key suppliers on the quality and
effectiveness of the services provided to the Company.
In addition, employees of the Manager conducted an onsite
due diligence visit with HSBC where they received thorough
presentations from representatives covering the work of the
Operations, Risk Administration and Accounting Teams, in
addition to the Custodian and Depositary. No matters of
concern with any areas of service were raised at any of the
meetings or on reviewing the internal controls reports.
The Audit Committee has also discussed the Investment
Manager’s policies on whistleblowing, cyber security,
antibribery and the Modern Slavery Act and is satisfied
that the Investment Manager has controls and monitoring
processes to implement their policies across the main
contractors which supply goods and services to the
Investment Manager and to the Company. The Company
has adopted an Anti-Corruption policy which incorporates
Anti-Bribery, Anti-Slavery and the Corporate Criminal Offence
of Tax Evasion. In addition to this the Company has issued a
data privacy notice in relation to the General Data Protection
Regulation. All such policies can be found on the Company’s
website www.polarcapitalglobalhealthcaretrust.co.uk.
The Audit Committee also considered the policy and controls
used by the Investment Manager surrounding the use of
brokerage commissions generated from transactions in the
Company’s portfolio and the obtaining of best execution on
all transactions. There were no issues of concern arising from
the reviews of or within the internal controls environment the
Company relied upon during the course of the year ended
30 September 2023 and up to the date of this report.
Geopolitical Events
This time last year we were reporting on the impact of the
Russian war on Ukraine as well as the effects of inflation and
rising interest rates. Whilst we are seeing signs of inflation
slowing and energy prices reducing, the continuation of
the Russian war on Ukraine, the impact on supply chains
and high interest rates continue to be felt by consumers.
The Middle East crisis has created further market volatility.
Geopolitical events such as these can have a significant
impact on global financial markets, and hence on the
Company’s portfolio performance. The Committee continues
to monitor the impact of these and other events which
appear in our assessment of risk and of the ability of the
Company to achieve its investment objective.
The Committee regularly reviews the operational resilience of
its various service providers in connection with the mitigation
of the business risks posed by geopolitical events. Many
of the external service providers have continued to utilise
the hybrid working model after such a successful business
transition to fully remote working during the pandemic. The
Committee is pleased to confirm that all service providers
have continued to demonstrate their ability to provide
services to the expected level, with no breaks in the services
provided or significant operational failures.
Going Concern and Longer-term Viability
Going Concern
At the request of the Board, the Audit Committee has
considered the ability of the Company to adopt the going
concern basis for the preparation of the Financial Statements.
The Committee has considered the financial position of
the Company, its cashflows and its liquidity position. The
Committee has also considered any material uncertainties and
events that might cast significant doubt upon the Company’s
ability to continue as a going concern. The Audit Committee
has considered:
the ability of the Company to liquidate its portfolio to
meet any liabilities as they fall due;
in particular, the Company’s ability to repay the loan
provided by PCGH ZDP Plc, which falls due in June 2024.
The Company has no current intention to refinance the
loan made by the subsidiary company and remains in a
strong position to repay the outstanding amount at the
time of the redemption of the ZDP shares;
the level of budgeted expenses and the exposure to
currency and credit risk;
the factors impacting the forthcoming year as set out
in the Strategic Report Section and comprising the
Chair’s Statement, the Investment Manager’s Report
and the Strategic Review. The financial position of the
Company and its cash flows and liquidity position are
described in the Strategic Report and the Financial
Statements. Note 26 to the Financial Statements includes
the Company’s policies and process for managing its
capital, its financial risk management objectives, details of
financial instruments and hedging activities. Exposure to
credit risk and liquidity risk are also disclosed;
Audit Committee Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 57
Governance
Based on the information provided to the Committee and
its assessment of the financial position of the Company, and
having regard to the continuing impact of geopolitical events
on market stability, there are no material uncertainties that
call into question the Company’s ability to continue to be
a going concern. The Committee has recommended that a
going concern basis should be adopted by the Board for the
preparation of the Financial Statements for the year ended
30 September 2023.
Longer-term Viability
The Board has also asked the Audit Committee to address
the requirement that a longer-term viability statement be
provided to shareholders. This statement should take account
of the Company’s financial position, the principal risks as set
out on pages 36 to 38 together with the mitigating factors
which are assumed to operate appropriately so that the Board
may state that they 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 of their assessment.
To provide this assessment, the Audit Committee has
considered the Company’s financial position as described
above including its ability to liquidate its portfolio and meet
its expenses as they fall due:
the portfolio comprises investments traded on major
international stock exchanges, and there is a spread
of investments by market capitalisation of company.
Approximately 98.5% of the portfolio as at 30 September
2023 could be liquidated within seven trading days and
there is no expectation that the nature of the investments
held within the portfolio will be materially different in
future;
the expenses of the Company are predictable and modest
in comparison with the assets of the Company and
there are no capital commitments foreseen, including
the repayment of the loan provided by the Company’s
subsidiary, which would alter that position; and
the Company has no employees and consequently has no
employment-related liabilities or responsibilities.
The Audit Committee has also had regard to the following
assumptions in considering the Company’s longer-term
viability:
healthcare will continue to be an investable sector of the
international stock markets and investors will still wish to
have an exposure to such investments;
closed ended investment trusts will continue to be wanted
by investors;
regulation will not increase to a level that makes the running
of the Company uneconomical in comparison to other
competitor products;
should the performance of the Company be less than the
Board deems acceptable it has appropriate powers to replace
the Investment Manager; and
there will be no material or significant changes in the
principal risks and uncertainties.
Stress Testing
In addition to the above, stress testing was undertaken in
determining the Company’s longer-term viability and the
appropriateness of preparing the Financial Statements on
a going concern basis. In conducting the stress tests, the
Company’s principal risks were grouped into three buckets
according to their post mitigation scores and, where possible,
material values were attached to the key risks materialising
and evaluated to assess the effect of this on the Company’s
ability to continue as a going concern and its viability over a
five-year period which assumes continuation of the Company
beyond the fixed life expiry as noted below.
The stress tests also used a variety of falling parameters to
demonstrate the impact on the Company’s share price and
NAV. Stress testing was also applied to assess the Company’s
ability to meet its liability to its subsidiary, PCGH ZDP Plc. This
liability is the equivalent of the redemption value of the ZDP
Shares being 122.99p per ZDP Share and becomes payable on
19 June 2024. The Company’s minimum asset cover required
to fulfil the loan covenant is 1.8x. The average asset cover
for the period under review was 11.6x and at the Company’s
year-end was 11.6x. The results of the stress testing
demonstrated the impact on the NAV and reaffirmed the
Company’s ability to be able to meet its liability to PCGH ZDP
Plc when it falls due on 19 June 2024.
In accordance with the Articles of Association of the
subsidiary company, PCGH ZDP Plc, and the loan agreement
between the Company as parent and subsidiary, the
Board intends that the subsidiary company will be put into
voluntarily liquidation through a General Meeting on 19 June
2024. The Company has no current intention to refinance
the loan made by the subsidiary company and remains in a
strong position to repay the outstanding amount at the time
of redemption of the ZDP shares.
As mentioned above, 98.5% of the Company’s portfolio
can be liquidated within seven trading days. The Directors
are comfortable that the Company will be able to meet
this financial liability and repay the loan to the subsidiary,
PCGH ZDP Plc, on the due date.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202358
Governance
The Audit Committee also notes that, in the absence of
any prior proposals, the Company’s Articles of Association
require the Directors to put forward at the first AGM
following 1 March 2025 a resolution to place the Company
into liquidation. The voting on that resolution will be
enhanced such that, provided any single vote is cast in favour,
the resolution will be passed. Taking into account these
considerations the Audit Committee has recommended to
the Board that a statement may be made on the Company’s
longer-term viability to continue its operations and meet its
expenses and liabilities as they fall due until the liquidation
vote at the first AGM following 1 March 2025.
Effectiveness of the Audit Committee
The services provided to the Board by the Audit Committee
are reviewed within the Annual Board Evaluation, including
consideration of actions undertaken by the Audit Committee
with the Investment Manager and Auditors to ensure an
appropriate audit process is undertaken. I am pleased to
confirm that the evaluation result was positive and no matters
of concern or requirements for change were highlighted. The
Committee continually seeks to improve its effectiveness and
follow best practice guidance from the FRC and other bodies.
Neal Ransome
Chair of the Audit Committee
12 December 2023
Audit Committee Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 59
Governance
Management Engagement
Committee Report
Neal Ransome
Chair of the Management Engagement Committee
Report of the Management Engagement
Committee
The Management Engagement Committee (“the
Committee”) comprises all of the directors, all of whom are
independent and non-executive, is chaired by Neal Ransome,
and meets at least once a year and at such other times as
may be necessary. The Committee has written terms of
reference, which are available to view on the Company’s
website, www.polarcapitalglobalhealthcaretrust.co.uk. The
terms of reference define the Committee’s responsibilities
and duties.
The Committee is responsible for reviewing the performance
of the Investment Manager along with the Company’s other
service providers. The Committee is also responsible for keeping
under review the terms of the Investment Management
Agreement (‘IMA’) and the Manager’s appointment as AIFM,
prior to making its recommendation to the Board on whether
the retention of the Investment Manager is in the interests of
shareholders.
Performance Evaluation Process
Investment Manager
During the year ended 30 September 2023 the Management
Engagement Committee met once to carry out the detailed
review of the Investment Manager and consider its continued
appointment for the next financial year ending 30 September
2024.
In addition, the Committee reviewed the current fee
arrangements with the Manager taking into consideration the
performance of the Manager in managing the assets of the
Company, the performance of the Company in both absolute
and relative terms against its benchmark since launch and since
reconstruction in June 2017. No change to the fee arrangements
were proposed for the year under review or the year ahead.
The review of the Investment Manager also considered the
strength of the investment team, depth of other resources
provided by the Manager and quality of the services
provided or procured by the Manager including shareholder
communications, company secretarial, accounting and
administration. Following review, the Committee concluded that
it is in the best interests of shareholders that the appointment of
Polar Capital LLP as Investment Manager is continued.
Other Suppliers
The Board also monitors directly or through the Investment
Manager the performance of its other key service providers
and whether they continue to provide value for money.
The Board has directly appointed HSBC Bank Plc as
Depositary and Panmure Gordon & Co as Corporate
Broker. The Depositary reports quarterly and makes an
annual presentation to the Board. The Corporate Broker
provides reports to each Board meeting and joins the
Board on request to discuss markets and other issues.
The Registrar, Equiniti Limited, is directly appointed by the
Board and the performance of its duties is monitored by
the Company Secretary.
Other suppliers such as printers, website designers and
PR agents are monitored by the Company Secretary and
each supplier reports to the Board as and when deemed
necessary.
Committee Evaluation
The activities of the Management Engagement Committee
were considered as part of the annual Board evaluation
process. This year, an internal evaluation was completed and
the findings of the evaluation processes were positive with no
matters of concern or requirements for change needed.
Neal Ransome
Chair of the Management Engagement Committee
12 December 2023
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202360
Governance
Directors’ Remuneration Report
Introduction
This report is submitted in accordance with the Large and Medium-Sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended) (the ‘Regulations’) and the Listing Rules of the Financial Conduct Authority in respect of the year
ended 30 September 2023. It has been audited where indicated.
Chair’s Report
The Board has determined that due to its size, and the fact that all the Directors are non-executive and independent, the
functions normally carried out by a remuneration committee will be performed by the full Board.
Shareholders approved the current Directors’ Remuneration Policy by way of an ordinary resolution passed at the AGM held
on 9 February 2023. Such policy came into effect on 1 October 2023 and shall remain in force until 30 September 2026 unless
amended during any earlier proposed reconstruction following the end of the fixed life:
Company’s Policy on Directors’ Remuneration effective until 30 September 2026
How policy supports strategy and promotes
long-term sustainable success Operation
The Board consists entirely of non-executive Directors, who
meet regularly to deal with the Company’s affairs.
Non-executive Directors have formal letters of appointment
which contain the responsibilities and obligations of the
Directors in relation to undertaking their role and managing
conflicts of interest; their remuneration is determined by the
Board within the limits set by the Articles of Association.
The intention is that fees payable reflect the time spent by
them individually and collectively, be of a level appropriate
to their responsibilities and be in line with market practice,
sufficient to enable candidates of high calibre to be recruited
and retained.
Directors are not entitled to payment for loss of office and
do not receive any bonus, nor do they participate in any
long-term incentive schemes or pension schemes. All fees are
paid in cash, monthly in arrears, to the Director concerned.
The Company’s policy in relation to fees is to offer only
fixed basic fee in line with equivalent roles within the sector
with additional fees for the roles of Chair of the Company
and Chair of the Audit Committee. As the Company is an
investment trust and all the Directors are non-executive, it
is considered inappropriate to have any long-term incentive
schemes or benefits.
Rates are reviewed annually but the review will not necessarily
result in any change to rates. Non-executive Directors are
subject to annual re-election by shareholders.
In accordance with article 98(2) of the Company’s Articles
of Association, any Director who performs, or undertakes
to perform, services which the Directors consider go beyond
the ordinary duties of a Director may be paid such additional
remuneration (whether by way of fixed sum, bonus,
commission, participation in profits or otherwise) as the
Directors may determine.
There are no performance conditions relating to
non-executive Directors fees.
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 61
Governance
As per previous AGM resolutions, shareholders will be asked to consider a non-binding vote for the approval of the following
Directors’ Remuneration Implementation Report, which reports on how the Remuneration Policy has operated during the year
ended 30 September 2023.
The result of the shareholder votes on the Directors’ Remuneration Policy and the latest Implementation Report were as follows:
Implementation Report
for the
Year ended
30 September 2022
Remuneration Policy
for the three
years ended
30 September 2023
Approved at AGM on
9 February 2023
Approved at AGM on
9 February 2023
Votes for 99.98% 99.98%
Votes against 0.02% 0.02%
Votes abstained 0.00% 0.00%
The Board considers this level of support from shareholders a positive endorsement of both its Remuneration Policy and the policy
implementation. There has been no communication from shareholders regarding any aspect of the Directors’ remuneration.
Implementation Report
Directors’ Remuneration Paid for the Year Ended 30 September 2023
Annual Fees Review
The review of Directors’ fees is carried out on an annual basis and involves consideration of the time and commitment required
of the Directors, including any significant increase in requirements due to regulatory or other changes. For comparative purposes
the remuneration awarded to directors of similar companies and relevant market data is also considered. While such a review
will not necessarily result in any change to the rates the Committee believes that it is important that these reviews happen
annually.
The appointment of an external remuneration consultant was considered unnecessary. No Director is involved in deciding their
own remuneration and all Directors exercise independent judgement and discretion when considering fees.
In October 2023, the Committee carried out a review of Directors’ remuneration which included a selection of peer comparisons
and external reports including the Trust Associates NED Remuneration Report and the Nurole Compensation Report.
Consideration was also given to the rise in inflation and the Consumer Price Index (CPI) which had increased by 6.7% in the
twelve months to September 2023. As a result, the Committee resolved to implement the following annual fee increases with
effect from 1 October 2023:
Chair: £43,000pa to £45,000pa (4.7% increase).
NED: £31,000pa to £32,500 (4.8% increase).
Chair of the Audit Committee supplement: £5,750 to £6,000 (4.3% increase).
In accordance with the Shareholder Rights Directive, the Board confirms that there were no variable pay awards made to the
Directors and there were no deferral periods or share based pay equivalents. The annual percentage change in remuneration in
respect of the five financial years prior to the current year in respect of each Director role is as follows:
Financial year to:
30 Sept
2018
30 Sept
2019
30 Sept
2020
30 Sept
2021
30 Sept
2022
30 Sept
2023
Year to
30 Sept
2024
Chair 5.7% 0% 5.4% 0% 5.1% 4.9% 4.7%
Non-Executive Director 6% 0% 5.7% 0% 5.4% 5.1% 4.8%
Chair of the Audit Committee 0% 0% 10.0% 0% 0% 4.5% 4.3%
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202362
Governance
Expenses
The Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of
their duties and attendance at Board and General Meetings. In certain circumstances, under HMRC rules, travel and other out of
pocket expenses reimbursed to the Directors may be considered as taxable benefits. The taxable expenses comprise of expenses
incurred by the Directors attending Board and other meetings held in London. Such expenses are paid to the Directors grossed
up for taxation and shown in the taxable column of the Directors remuneration table.
Letters of Appointment
In accordance with recommended practice, the Directors do not have service agreements but instead each Director has received
a letter setting out the terms of their appointment under which they provide their services to the Company. A Director may
resign by giving one month’s notice in writing to the Board at any time. The Directors are not entitled to payment for loss of
office.
New Directors are appointed and elected with the expectation that they will serve for a period of at least three years.
In accordance with the Articles of Association any new Director is required to stand for election at the first AGM following their
appointment, and in accordance with good corporate governance practice all Directors shall stand for re-election every year
following their first election by shareholders. While it is encouraged, there is no requirement for Directors to hold shares in the
Company or Group.
Directors’ and Officers’ Liability Insurance
Directors’ and Officers’ liability insurance cover is held by the Company in respect of the Directors. The Company has, to the
extent permitted by law and the Company’s Articles of Association, provided each Director with a Deed of Indemnity which,
subject to the provisions of the Articles of Association and s234 of the Companies Act 2006, qualifying third party indemnity
provisions, indemnifies the Director in respect of costs which they may incur relating to the defence of any proceedings brought
against them arising out of their position as Directors (excluding criminal and regulatory penalties). Directors’ legal costs may be
funded up-front provided they reimburse the Company if the individual is convicted or, in an action brought by the Company,
judgment is given against them. These provisions were in force during the year and remain in force at the date of this report.
Remuneration (Audited)
In the year under review the Directors’ fees were paid at the following annual rates, the Chair £43,000; other Directors £31,000
with the Chair of the Audit Committee receiving an extra £5,750 supplement for performing that additional role.
Year ended 30 September 2023 Year ended 30 September 2022
Director Fixed fee
Taxable
expenses
1
Total
remuneration Fixed fee
Taxable
expenses
1
Total
remuneration
Lisa Arnold £43,000 £43,000 £41,000 £41,000
(Chair)
Neal Ransome £36,750 £36,750 £35,000 £35,000
(Chair of the Audit and Management Engagement
Committees)
Andrew Fleming £31,000 £31,000 £29,500 £29,500
Jeremy Whitley £31,000 £1,642 £32,642 £29,500 £795 £30,295
TOTAL* £141,750 £1,642 £143,392 £135,000 £795 £135,795
* See note 8 on page 86
1
Taxable travel and subsistence expenses incurred in attending Board and Committee meetings. The amounts disclosed are the grossed figures.
No pension or other contributions were paid by the Company during the year to any of the Directors. Consequently, the figures
shown above comprise the single total remuneration figure for each Director in relation to the Group.
Directors’ Remuneration Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 63
Governance
Directors’ Share Interests (Audited)
The interests of Directors in the ordinary shares of the Company on 30 September 2023 (and 2022) are as follows:
2023 2022
Lisa Arnold 20,000 20,000
Andrew Fleming 10,000 10,000
Neil Ransome 10,073 10,073
Jeremy Whitley 20,000 20,000
There have been no changes in these interests between the end of the financial year and 12 December 2023. None of the
Directors hold shares in the subsidiary company PCGH ZDP Plc.
Performance
The Regulations require a line graph to be included in the Directors’ Remuneration Report showing the total shareholder
return for each of the financial years in the relevant period. Each annual graph is required to increase by one year until the
maximum relevant period of ten years is reached; thereafter the relevant period will continue to be ten years. The Company was
incorporated on 12 May 2010 and commenced trading on 15 June 2010, the performance comparison is therefore shown for
the period of 10 years from 1 October 2013 to 30 September 2023.
Performance comparison
50
100
150
200
250
300
350
Sep
2023
Mar
2023
Sep
2022
Mar
2022
Sep
2021
Mar
2021
Sep
2020
Mar
2020
Sep
2019
Mar
2019
Sep
2018
Mar
2018
Sep
2017
Mar
2017
Sep
2016
Mar
2016
Sep
2015
Mar
2015
Sep
2014
Mar
2014
Sep
2013
MSCI ACWI Health Care Index in sterling with dividends reinvested (TR)
(TR: Total Return, rebased to 100 at 30 September 2013)
Company reconstruction 20 June 2017
Ordinary Share Price (TR)
The MSCI ACWI Healthcare Index (total return in sterling with dividends reinvested) is used as the comparator because, as a
market capitalisation weighted index, the Board considers that it is the most appropriate single market index.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202364
Governance
Relative Importance of Spend on Pay
Under the Regulations, the Directors’ Remuneration Report must set out in a graphical or tabular form that shows in respect
of the relevant financial year and the immediately preceding financial year the actual expenditure of the company, and the
difference in spend between those years, on remuneration paid to or receivable by all employees of the group; and distributions
to shareholders by way of dividend and share buyback; and any other significant distributions and payments or other uses of
profit or cash-flow deemed by the Directors to assist in understanding the relative importance of spend on pay.
The Company has no employees and while the Directors do not consider that the comparison of Directors’ remuneration with
distributions to shareholders as a meaningful measure of the Company’s overall performance having regard to the Company’s
objective of capital growth, for comparison purposes the table below compares Directors’ fee with the level of dividends paid
out, profit after tax and the cost of share buy backs undertaken by the Company.
Change
2023
£’000
2022
£’000
£’000 %
Directors’ total remuneration
143
136
7 5%
Dividends paid or declared in respect of
the financial year
2,547
2,426
121 5%
Profit on ordinary activities after tax
16,896
21,531
(4,635) (22%)
Approved by the Board and confirmed as a true reflection of the major decisions made by the Board acting in the capacity of a
remuneration committee, in relation to the remuneration of the Directors including any changes made on 12 December 2023.
Lisa Arnold
Chair
12 December 2023
Directors’ Remuneration Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 65
Governance
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the
Directors have prepared the Group and Company’s Financial
Statements in accordance with UK-adopted IAS and
applicable law. Additionally, the Financial Conduct Authority’s
Disclosure Guidance and Transparency Rules require the
directors to prepare the Financial Statements in accordance
with UK-adopted IAS.
Under company law the directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group
and Company and of the profit or loss of the Group
and Company for that period. In preparing the financial
statements, the directors are required to:
select suitable accounting policies and then apply them
consistently;
state whether they have been prepared in accordance
with UK-adopted IAS, subject to any material departures
disclosed and explained in the Financial Statements;
make judgements and accounting estimates that are
reasonable and prudent; and
prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and
enable them to ensure that its Financial Statements and the
Directors’ Remuneration Report comply with the Companies
Act 2006. They are responsible for such internal control
as they determine is necessary to enable the preparation
of Financial Statements that are free from material
misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and those
regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the company’s website. Legislation in the UK governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the annual report and financial
statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the group and company’s position and
performance, business model and strategy.
Each of the directors, whose names and functions are listed
in the Strategic Report confirm that, to the best of their
knowledge:
the Company Financial Statements, which have been
prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit of the
company;
the Group Financial Statements, which have been
prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit of the
group; and
the Strategic Report includes a fair review of the
development and performance of the business and the
position of the group and company, together with a
description of the principal risks and uncertainties that
it faces.
In the case of each director in office at the date the Directors’
Report is approved:
so far as the director is aware, there is no relevant audit
information of which the Group and Company’s auditors
are unaware; and
they have taken all the steps that they ought to have
taken as a director in order to make themselves aware
of any relevant audit information and to establish that
the group and company’s auditors are aware of that
information.
Lisa Arnold
Chair
12 December 2023
Statement of Directors’
Responsibilities
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202366
Governance
Report on the audit of the financial statements
Opinion
In our opinion, Polar Capital Global Healthcare Trust plc’s group financial statements and company financial statements (the
“financial statements”):
give a true and fair view of the state of the group’s and of the company’s affairs as at 30 September 2023 and of the
group’s and company’s profit and the group’s cash flows for the year then ended;
have been properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”),
which comprise: the Group and Company Balance Sheets as at 30 September 2023; the Group Statement of Comprehensive
Income, the Group and Company Cash flow Statement, and the Group and Company Statement of Changes in Equity for the
year then ended; and the Notes to the Financial Statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided.
We have provided no non-audit services to the company or its controlled undertakings in the period under audit.
Independent Auditors’ Report to the
Members of Polar Capital Global
Healthcare Trust plc
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 67
Governance
Our audit approach
Overview
Audit scope
The Group is an Investment Trust Company and engages Polar Capital LLP (the “Manager”) to manage its assets and to
manage its day to day operations.
We conducted our audit of the financial statements using information from HSBC Securities Services (the “Administrator”)
to whom the Manager has, with the consent of the Directors, delegated the provision of certain administrative functions.
We tailored the scope of our audit taking into account the types of investments within the Company, the involvement of the
third parties referred to above, the accounting processes and controls, and the industry in which the Company operates.
We obtained an understanding of the control environment in place at both the Manager and the Administrator and adopted
a fully substantive testing approach using reports obtained from the Administrator.
Key audit matters
Valuation and existence of investments (group and parent)
Income from investments (group and parent)
Materiality
Overall group materiality: £4,190,000 (2022: £4,040,000) based on approximately 1% of net assets.
Overall company materiality: £3,980,000 (2022: £4,040,000) based on approximately 1% of net assets, capped at 95%.
Performance materiality: £3,142,000 (2022: £3,030,000) (group) and £2,985,000 (2022: £3,030,000) (company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202368
Governance
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments (group and parent)
Refer to Note 2 Accounting Policies (g) Investments held at fair value
through profit and loss and Note 13 Investments held at fair value.
The investment portfolio at the year-end comprised listed equity
investments valued at £458.3m
We focused on the valuation and existence of investments because
investments represent the principal element of the net asset value as
disclosed in the Balance Sheets in the financial statements.
We also focused on the accounting policy for the valuation of
investments held at fair value through profit or loss as incorrect
application could indicate a misstatement in the valuation of
investments.
We tested the valuation of the listed equity investments by agreeing
the 100% of the prices used in the valuation to independent third
party sources.
We tested the existence of the investment portfolio by agreeing
100% of investment holdings to an independent confirmation
obtained from the custodian, HSBC Bank plc.
We assessed the accounting policy for investments held at fair value
through profit or loss for compliance with accounting standards and
performed testing to check that investments are accounted for in
accordance with the stated accounting policy.
We did not identify any material matters to report.
Income from investments (group and parent)
Refer to the Note 2 Accounting Policies (c) Income, (g) Investments
held at fair value through profit and loss, Note 3 Investment income
and Note 5 Gains on investments held at fair value.
We focused on the accuracy, occurrence and completeness both of
net capital gains on investments and of dividend income recognition.
ISAs (UK) presume there is a risk of fraud in income recognition. We
considered this risk to relate to the risk of overstating investment
gains and the misclassification of dividend income as either capital
or revenue due to the pressure management may feel to achieve a
certain level of capital or income growth in line with the objective of
the Company and in order to maintain the level of dividends paid to
shareholders in line with the dividend policy.
We also focused on the accounting policy for investment income
recognition and its presentation in the Group Statement of
Comprehensive Income as set out in the requirements of The
Association of Investment Companies Statement of Recommended
Practice (the “AIC SORP”) as incorrect application could indicate a
misstatement in income recognition.
We assessed the accounting policy for income recognition for
compliance with accounting standards and the AIC SORP, and that
income from investments has been accounted for in accordance with
the stated accounting policy.
We tested the accuracy of dividend receipts by agreeing the dividend
rates from investments to independent third-party data.
We tested occurrence by testing that dividends recorded in the year
had been declared in the market by investment holdings, and we
traced a sample of dividends received to bank statements.
To test for completeness, we tested that the appropriate dividends
had been received in the year by reference to independent data of
dividends declared for dividends during the year.
We also tested the allocation and presentation of dividend income
between the revenue and capital return columns of the Statement of
Comprehensive Income in line with the requirements set out in the
AIC SORP by determining reasons behind dividend distributions.
The gains and losses on investments held at fair value comprise
realised and unrealised gains and losses. For unrealised gains and
losses, we tested the valuation of the portfolio at the year-end,
together with testing the reconciliation of opening and closing
investments. For realised gains and losses, we tested a sample of
disposals by agreeing the proceeds to bank statements and we re-
performed the calculation of a sample of realised gains and losses.
We did not identify any material misstatements as a result of our
testing.
Independent Auditors’ Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 69
Governance
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls,
and the industry in which they operate.
The Group and Company’s accounting is delegated to the Administrator who maintains the Group and Company’s accounting
records and who has implemented controls over those accounting records. We obtained our audit evidence from substantive
tests. However, as per our risk assessment, we understood and assessed the internal controls in place at both the Manager and
the Administrator to the extent relevant to our audit. This assessment of the operating and accounting structure in place at
both organisations involved obtaining and analysing the relevant control-reports issued by the independent service auditor of
the Manager and the Administrator in accordance with generally accepted assurance standards for such work. Following this
assessment, we applied professional judgement to determine the extent of testing required over each balance in the financial
statements.
The impact of climate risk on our audit
In conducting our audit, we made enquiries of the Directors and the Investment Manager to understand the extent of the
potential impact of climate change risk on the company’s financial statements. The Directors and Investment Manager
concluded that the impact on the measurement and disclosures within the financial statements is not material because the
company’s investment portfolio is made up of level 1 quoted securities which are valued at fair value based on market prices.
We found this to be consistent with our understanding of the company’s investment activities. We also considered the
consistency of the climate change disclosures included in the Strategic Report with the financial statements and our knowledge
from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – group Financial statements – company
Overall materiality £4,190,000 (2022: £4,040,000). £3,980,000 (2022: £4,040,000).
How we determined it approximately 1% of net assets approximately 1% of net assets , capped
at 95%
Rationale for benchmark applied We believe that net assets is the primary
measure used by the shareholders in
assessing the performance of the entity,
and is a generally accepted auditing
benchmark. This benchmark provides an
appropriate and consistent year on year
basis for our audit.
We believe that net assets is the primary
measure used by the shareholders in
assessing the performance of the entity,
and is a generally accepted auditing
benchmark. This benchmark provides an
appropriate and consistent year on year
basis for our audit. While performing
our work, we applied the lower
threshold of £3,980,000 being the
component materiality level allocated to
the Company for the purposes of the
audit of the Group financial statements.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202370
Governance
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was between £387,000 and £3,980,000. Certain components were
audited to a local statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to £3,142,000
(2022: £3,030,000) for the group financial statements and £2,985,000 (2022: £3,030,000) for the company financial
statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £209,000
(group audit) (2022: £202,000) and £199,000 (company audit) (2022: £202,000) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern
basis of accounting included:
evaluating the Directors’ updated risk assessment and considering whether it addressed relevant threats;
evaluating the Directors’ assessment of potential operational impacts, considering their consistency with other available
information and our understanding of the business and assessed the potential impact on the financial statements;
reviewing the Directors’ assessment of the Company’s financial position in the context of its ability to meet future expected
operating expenses, their assessment of liquidity as well as their review of the operational resilience of the Company and
oversight of key third-party service providers;
assessing the premium/discount at which the Company’s share price trades compared to the net asset value per share; and
assessing the implication of significant reductions in net assets as a result of market performance on the ongoing ability of
the Company to operate.
reviewing the directors’ plans to repay the loan and the subsidiary’s preference shares in addition to assessing the ability of
the Company to do so.
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 group’s and the company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In 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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and
the company’s ability to continue as a going concern.
In relation to the directors’ 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.
Independent Auditors’ Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 71
Governance
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic report and Report of the Directors, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Report of the Directors for the year ended 30 September 2023 is consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Strategic report and Report of the Directors.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements 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. Our additional responsibilities with respect to the corporate governance statement as
other information are described in the Reporting on other information section of this report.
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 and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation to:
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or mitigated;
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and
company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial
statements;
The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers
and why the period is appropriate; and
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202372
Governance
The directors’ statement as to whether they 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 of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in
scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and understanding of the group and
company and their environment obtained in the course of the audit.
In addition, 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 and our knowledge obtained during the
audit:
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the group’s and company’s position, performance, business
model and strategy;
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems;
and
The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The directors are also responsible for such internal control as they 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 group’s and 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 group or the company or to cease operations, or have no realistic
alternative but to do so.
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 auditors’ 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws
and regulations related to breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent to which
non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that
have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined
that the principal risks were related to posting inappropriate journal entries to increase revenue (investment income and capital
Independent Auditors’ Report continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 73
Governance
gains) or to increase net asset value, and management bias in accounting estimates. Audit procedures performed by the
engagement team included:
discussions with the Manager and Audit Committee, including consideration of known or suspected instances of non-
compliance with laws and regulation and fraud where applicable;
reviewing relevant committee meeting minutes, including those of the Board and Audit Committee;
review of financial statement disclosures to underlying supporting documentation;
identifying and testing manual journal entries posted by the Administrator during the preparation of the financial
statements; and
designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, 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.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we
will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received
from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 12 May 2010 to audit the
financial statements for the year ended 30 September 2011 and subsequent financial periods. The period of total uninterrupted
engagement is 13 years, covering the years ended 30 September 2011 to 30 September 2023.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202374
Governance
Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial statements
form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the Financial Conduct
Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no assurance
over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS.
Kevin Rollo (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
12 December 2023
Independent Auditors’ Report continued
Corporate Governance
Financial
Statements
Annual Report and Financial Statements 2023 • Polar Capital Global Healthcare Trust plc 75
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202376
Statement of Comprehensive Income
For the year ended 30 September 2023
Group
Group
Year ended 30 September 2023
Year ended 30 September 2022
Revenue Capital Total Revenue Capital Total
return return return return return return
Note£’000 £’000 £’000 £’000 £’000 £’000
Investment income
3
4,804
4,804
4,427
4,427
Other operating income
4
104
104
26
26
Gains on investments held at fair value
5
19,574
19,574
22,985
22,985
Other currency losses
6
(1,130)
(1,130)
(610)
(610)
Total income
4,908
18,444
23,352
4,453
22,375
26,828
Expenses
Investment management fee
7
(650)
(2,598)
(3,248)
(602)
(2,406)
(3,008)
Other administrative expenses
8
(712)
(13)
(725)
(599)
(59)
(658)
Total expenses
(1,362)
(2,611)
(3,973)
(1,201)
(2,465)
(3,666)
Profit before finance costs and tax
3,546
15,833
19,379
3,252
19,910
23,162
Finance costs
9
(9)
(1,161)
(1,170)
(1,096)
(1,096)
Profit before tax
3,537
14,672
18,209
3,252
18,814
22,066
Tax
10
(598)
(715)
(1,313)
(535)
(535)
Net profit for the year and total
2,939
13,957
16,896
2,717
18,814
21,531
comprehensive income
Earnings per Ordinary share (pence)
12
2.42
11.51
13.93
2.24
15.51
17.75
The total column of this statement represents Group’s Statement of Comprehensive Income, prepared in accordance with
UK-adopted International Accounting Standards.
The revenue return and capital return columns are supplementary to this and are prepared under guidance published by the
Association of Investment Companies.
The Group does not have any other income or expense that is not included in net profit for the year. The net profit for the year
disclosed above represents the Group’s total comprehensive income.
There are no dilutive securities and therefore the Earnings per Share and the Diluted Earnings per share are the same.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or
discontinued in the year.
The notes on pages 80 to 99 form part of these financial statements.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 77
Statements of Changes in Equity
For the year ended 30 September 2023
Group and Company
Year ended 30 September 2023
Capital Special
Called redemp-Share distrib-
up share tionpremium utable Capital Revenue Total
capitalreservereservereservereservesreserveEquity
Note
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Total equity at 1 October 2022
31,037
6,575
80,685
3,672
280,791
2,073
404,833
Total comprehensive income:
Profit for the year ended
13,957
2,939
16,896
30 September 2023
Transactions with owners,
recorded directly to equity:
Equity dividends paid
11
(2,547)
(2,547)
Total equity at 30 September 2023
31,037
6,575
80,685
3,672
294,748
2,465
419,182
Group and Company
Year ended 30 September 2022
Capital Special
Called redemp-Share distrib-
up share tion premium utable Capital Revenue Total
capitalreservereservereservereservesreserveEquity
Note
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Total equity at 1 October 2021
31,037
6,575
80,685
3,672
261,977
1,782
385,728
Total comprehensive income:
Profit for the year ended
18,814
2,717
21,531
30 September 2022
Transactions with owners,
recorded directly to equity:
Equity dividends paid
11
(2,426)
(2,426)
Total equity at 30 September 2022
31,037
6,575
80,685
3,672
280,791
2,073
404,833
The notes on pages 80 to 99 form part of these financial statements.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202378
Balance Sheets
As at 30 September 2023
Notes
Group
Company
30 September 30 September 30 September 30 September
2023202220232022
£’000£’000£’000£’000
Non-current assets
Investments held at fair value
13
458,255
434,419
458,255
434,419
Investment in subsidiary
13
50
50
Current assets
Cash and cash equivalents
24
4,680
7,546
4,630
7,496
Receivables
14
505
233
505
233
Overseas tax recoverable
678
666
678
666
5,863
8,445
5,813
8,395
Total assets
464,118
442,864
464,118
442,864
Current liabilities
Bank overdraft
24
(2,014)
(2,014)
Payables
15
(3,981)
(470)
(3,981)
(470)
Zero dividend preference shares
16
(38,687)
Loan from subsidiary
(38,687)
(44,682)
(470)
(44,682)
(470)
Non-current liabilities
Zero dividend preference shares
16
(37,561)
Loan from subsidiary
(37,561)
Indian capital gains tax provision
(254)
(254)
Total liabilities
(44,936)
(38,031)
(44,936)
(38,031)
Net assets
419,182
404,833
419,182
404,833
Equity attributable to equity shareholders
Called up share capital
17
31,037
31,037
31,037
31,037
Share premium reserve
19
80,685
80,685
80,685
80,685
Capital redemption reserve
18
6,575
6,575
6,575
6,575
Special distributable reserve
20
3,672
3,672
3,672
3,672
Capital reserves
21
294,748
280,791
294,748
280,791
Revenue reserve
22
2,465
2,073
2,465
2,073
Total equity
419,182
404,833
419,182
404,833
Net asset value per Ordinary share (pence)
23
345.66
333.83
345.66
333.83
Net asset value per ZDP share (pence)
23
120.41
116.91
The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own income
statement in the financial statements. The parent company’s profit for the year was £16,896,000 (2022 : £21,531,000).
The financial statements on pages 76 to 99 were approved and authorised for issue by the Board of Directors on 12 December
2023 and signed on its behalf by
Lisa Arnold
Chair
The notes on pages 80 to 99 form part of these financial statements.
Registered number 7251471
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 79
Cash Flow Statement
For the year ended 30 September 2023
Note
Group and Company
Year endedYear ended
30 September 30 September
20232022
£’000£’000
Cash flows from operating activities
Profit before finance costs and tax
19,379
23,162
Adjustment for non-cash items:
Gains on investments held at fair value through profit or loss
(19,574)
(22,985)
Adjusted (profit)/loss before tax
(195)
177
Adjustments for:
Purchases of investments, including transaction costs
(503,002)
(480,136)
Sales of investments, including transaction costs
501,992
476,716
(Increase)/decrease in receivables
(272)
27
Increase in payables
259
101
Indian capital gains tax
(461)
Overseas tax deducted at source
(610)
(629)
Net cash used in operating activities
(2,289)
(3,744)
Cash flows from financing activities
Interest paid
(44)
(2)
Equity dividends paid
11
(2,547)
(2,426)
Net cash used in financing activities
(2,591)
(2,428)
Net decrease in cash and cash equivalents
(4,880)
(6,172)
Cash and cash equivalents at the beginning of the year
7,546
13,718
Cash and cash equivalents at the end of the year
24
2,666
7,546
The notes on pages 80 to 99 form part of these financial statements
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202380
Notes to the Financial Statements
For the year ended 30 September 2023
1 GENERAL INFORMATION
The consolidated Financial Statements for the year ended 30 September 2023 comprise the Financial Statements of
the Company and it’s wholly-owned subsidiary PCGH ZDP plc (together referred to as the ‘Group’).
The principal activity of the Group is that of an investment trust company within the meaning of Section 1158/1159 of
the Corporation Tax Act 2010 and its investment approach is detailed in the Strategic Report.
The Group and Company’s presentational currency is pounds sterling (rounded to the nearest £’000). Pounds sterling is also the
functional currency of the Group and Company because it is the currency which is most relevant to the majority of the Group and
Company’s shareholders and creditors and the currency in which the majority of the Group and Company’s operating expenses are paid.
2 ACCOUNTING POLICIES
The principal accounting policies which have been applied consistently for all years presented are set out below:
(a) BASIS OF PREPARATION
The Group and Company’s Financial Statements have been prepared and approved by the Directors in accordance with
UK-adopted international accounting standards (“UK-adopted IAS”) and with the requirements of the Companies Act 2006.
The Financial Statements have been prepared on a going concern basis under the historical cost convention, as modified by
the revaluation of investments and derivative financial instruments at fair value through profit or loss.
Where presentational guidance set out in the Statement of Recommended Practice (SORP) for investment trusts issued by the
Association of Investment Companies (AIC) in July 2022 is consistent with the requirements of UK-adopted IAS, the Directors
have sought to prepare the Financial Statements on a basis compliant with the recommendations of the SORP.
Basis of consolidation - The Group Financial Statements consolidate the Financial Statements of the Company and its wholly owned
subsidiary, PCGH ZDP plc, drawn up to the same accounting date. The subsidiary is consolidated from the date of its incorporation.
The company has taken advantage of the exemption under section 408 of the Companies Act 2006 and accordingly has not
presented a separate parent company income statement.
The financial position of the Group and Company as at 30 September 2023 are shown in the balance sheet on page 78. As at
30 September 2023 the Group and Company’s total assets exceeded its total liabilities by a multiple of over 9. The assets of
the Group and Company consist mainly of securities that are held in accordance with the Group and Company’s Investment
Policy, as set out on page 32 and these securities are readily realisable. The Directors have considered a detailed assessment
of the Group and Company’s ability to meet their liabilities as they fall due. The assessment took account of the Group and
Company’s current financial positions, their cash flows and their liquidity positions and the loan due for repayment to PCGH
ZDP plc in June 2024. In addition to the assessment, the Group and Company carried out stress testing which used a variety
of falling parameters to demonstrate the effects on the Group and Company’s share prices and net asset values. In light of the
results of these tests, the Group and Company’s cash balances, and the liquidity positions, the Directors consider that the Group
and Company have adequate financial resources to enable them to continue in operational existence for at least 12 months.
Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the Group and
Company’s Financial Statements.
(b) PRESENTATION OF THE STATEMENT OF COMPREHENSIVE INCOME
In order to better reflect the activities of an investment trust company and in accordance with the guidance set out by the
AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and
capital nature has been presented alongside the Statement of Comprehensive Income. The results presented in the revenue
return column is the measure the Directors believe appropriate in assessing the Group and Company’s compliance with certain
requirements set out in section 1158 of the Corporation Tax Act 2010.
(c) INCOME
Dividends receivable from equity shares are recognised and taken to the revenue return column of the Statement of
Comprehensive Income on an ex-dividend basis.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 81
Special dividends are recognised on an ex-dividend basis and may be considered to be either revenue or capital items. The facts
and circumstances are considered on a case by case basis before a conclusion on appropriate allocation is reached.
Where the Group and Company has received dividends in the form of additional shares rather than in cash, the amount of the
cash dividend foregone is recognised in the revenue return column of the Statement of Comprehensive Income. Any excess
in value of shares received over the amount of the cash dividend foregone is recognised in the capital return column of the
Statement of Comprehensive Income.
Bank interest is accounted for on an accruals basis. Interest outstanding at the year end is calculated on a time apportionment
basis using market rates of interest.
(d) WRITTEN OPTIONS
The Group and Company may write exchange-traded options with a view to generating income. This involves writing
short-dated covered-call options and put options. The use of financial derivatives is governed by the Group and Company’s
policies, as approved by the Board.
These options are recorded initially at fair value, based on the premium income received, and are then measured at subsequent
reporting dates at fair value. Changes in the fair value of the options are recognised in the capital return for the period.
The option premiums are recognised evenly over the life of the option and shown in the revenue return, with an appropriate
amount shown in the capital return to ensure the total return reflects the overall change in the fair value of the options.
Where an option is exercised, any balance of the premium is recognised immediately in the revenue return with a corresponding
adjustment in the capital return based on the amount of the loss arising on exercise of the option.
(e) EXPENSES
All expenses, including the management fee, are accounted for on an accruals basis and are recognised when they fall due.
All expenses have been presented as revenue items except as follows:
Expenses are charged to the capital column of the Statement of Comprehensive Income where a connection with the
maintenance or enhancement of the value of investments can be demonstrated. In this respect the investment management
fees have been charged to the Statement of Comprehensive Income in line with the Board’s expected long-term split of
returns, in the form of capital gains and income from the Group and Company’s portfolio. As a result 20% of the investment
management fees are charged to the revenue account and 80% charged to the capital account of the Statement of
Comprehensive Income.
The performance fee (when payable) is charged entirely to capital as the fee is based on the out-performance of the Benchmark
and is expected to be attributable largely, if not wholly, to capital performance.
The research costs relate solely to specialist healthcare research and are accounted for on an accrual basis, and are allocated
20% to revenue and 80% capital. This is in line with the Board’s expected long-term split of revenue and capital return from the
Company’s investment portfolio.
FINANCE COSTS
The ZDP shares are designed to provide a pre-determined capital growth from their original issue price of 100p on 20 June 2017 to a
final capital repayment of 122.99p on 19 June 2024. The initial capital will increase at a compound interest rate of 3% per annum.
No dividends are payable on the ZDP shares. The provision for the capital growth entitlement of the ZDP shares is included as
a finance cost and charged 100% to capital within the Statement of Comprehensive Income (AIC SORP paragraph 53 - issued
July 2022).
Overdraft interest costs are allocated 20% to revenue and 80% to capital in line with the Board’s expected long-term split of
revenue and capital return from the Company’s investment portfolio.
SHARE ISSUE COSTS
Costs incurred directly in relation to the issue of shares in the subsidiary are borne by the Company and taken 100% to capital.
Share issue costs relating to ordinary share issues by the Company are taken 100% to the share premium account.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202382
Notes to the Financial Statements continued
For the year ended 30 September 2023
2 ACCOUNTING POLICIES continued
(e) EXPENSES continued
ZERO DIVIDEND PREFERENCE (ZDP) SHARES
Shares issued by the subsidiary are treated as a liability of the Group, and are shown in the Balance Sheet at their redemption
value at the Balance Sheet date. The appropriations in respect of the ZDP shares necessary to increase the subsidiary’s liabilities
to the redemption values are allocated to capital in the Statement of Comprehensive Income. This treatment reflects the Board’s
expectations that the entitlements of the ZDP shareholders will be satisfied out of gains arising on investments held primarily for
capital growth.
(f) TAXATION
The tax expense represents the sum of the overseas withholding tax deducted from investment income, tax currently payable
and deferred tax.
The tax currently payable is based on the taxable profits for the year ended 30 September 2023. Taxable profit differs from net
profit as reported 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. The Group and Company’s liability
for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented against
capital returns in the supplementary information in the Statement of Comprehensive Income is the “marginal basis”. Under this
basis, if taxable income is capable of being offset entirely by expenses presented in the revenue return column of the Statement
of Comprehensive Income, then no tax relief is transferred to the capital return column.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit,
and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised.
Investment trusts which have approval as such under section 1158 of the Corporation Taxes Act 2010 are not liable for taxation
on capital gains.
The company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. The Indian capital
gains tax provision represents an estimate of the amount of tax payable by the Company. Tax amounts payable may differ
from this provision depending on when the Company disposes of its investments. The current provision for Indian capital
gains tax is calculated based on the long term (securities held more than one year) or short term (securities held less than one
year) nature of the investments and the applicable tax rate at the year end. Currently, the short-term tax rate is 15% and the
long-term tax rate is 10%. The estimated tax charge is subject to regular review including a consideration of the likely period of
ownership, tax rates and market valuation movements. The provision at the year end is recognised in the Balance Sheet and the
year-on-year movement in the provision is recognised in the Statement of Comprehensive Income.
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 sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is charged or credited in the Statement of Comprehensive Income, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
(g) INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
When a purchase or sale is made under contract, the terms of which require delivery within the timeframe of the relevant
market, the investments concerned are recognised or derecognised on the trade date and are initially measured at fair value.
On initial recognition the Group and Company has designated all of its investments as held at fair value through profit or loss
as defined by UK-adopted IAS. All investments are measured at subsequent reporting dates at fair value, which is either the bid
price or the last traded price, depending on the convention of the exchange on which the investment is quoted.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 83
All investments, classified as fair value through profit or loss, are further categorised into the following fair value hierarchy:
Level 1: Unadjusted prices quoted in active markets for identical assets and liabilities.
Level 2: Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Having inputs for the asset or liability that are not based on observable market data.
Changes in fair value of all investments held at fair value and realised gains and losses on disposal are recognised in the capital
return column of the Statement of Comprehensive Income.
In the event a security held within the portfolio is suspended then judgement is applied in the valuation of that security.
(h) RECEIVABLES
Receivables are initially recognised at fair value and subsequently measured at amortised cost. Receivables do not carry
any interest and are short-term in nature and are accordingly stated at their nominal value (amortised cost) as reduced by
appropriate allowances for estimated irrecoverable amounts.
(i) CASH AND CASH EQUIVALENTS
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, maturity of three months or less,
highly liquid investments that are readily convertible to known amounts of cash.
(j) DIVIDENDS PAYABLE
Dividends payable to shareholders are recognised in the financial statements when they are paid or, in the case of final
dividends, when they are approved by the shareholders.
(k) PAYABLES
Other payables are not interest-bearing and are initially valued at fair value and subsequently stated at their nominal value
(amortised cost).
(l) FOREIGN CURRENCY TRANSLATION
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling on the date of each transaction.
Monetary assets, monetary liabilities and equity investments in foreign currencies at the balance sheet date are translated
into sterling at the rates of exchange ruling on that date. Realised profits or losses on exchange, together with differences
arising on the translation of foreign currency assets or liabilities, are taken to the capital return column of the Statement of
Comprehensive Income.
Foreign exchange gains and losses arising on investments held at fair value are included within changes in fair value.
(m) CAPITAL RESERVES
Capital reserve arising on investments sold includes:
gains/losses on disposal of investments
exchange differences on currency balances
transfer to subsidiary in relation to ZDP funding requirement
other capital charges and credits charged to this account in accordance with the accounting policies above.
Capital reserve arising on investments held includes:
increases and decreases in the valuation of investments held at the balance sheet date.
All of the above are accounted for in the Statement of Comprehensive Income.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202384
Notes to the Financial Statements continued
For the year ended 30 September 2023
2 ACCOUNTING POLICIES continued
(m) CAPITAL RESERVES continued
When making a distribution to shareholders, the Directors determining the profits available for distribution by reference to the
‘Guidance on realised and distributable profits under the Companies Act 2006’ issued by the Institute of Chartered Accountants
of England & Wales and the Institute of Chartered Accountants of Scotland in April 2017. The availability of distributable
reserves in the Company is dependent on those dividends meeting the definition of qualifying consideration within the guidance
and on the available cash resources of the Company and other accessible sources of funds. The distributable reserves are
therefore subject to any future restrictions or limitations at the time such distribution is made.
(n) REPURCHASE OF ORDINARY SHARES (INCLUDING THOSE HELD IN TREASURY)
The costs of repurchasing Ordinary shares including related stamp duty and transaction costs are taken directly to equity
and reported through the Statement of Changes in Equity as a charge on the special distributable reserve. Share repurchase
transactions are accounted for on a trade date basis.
The nominal value of Ordinary share capital repurchased and cancelled is transferred out of called up share capital and into
the capital redemption reserve.
Where shares are repurchased and held in treasury, the transfer to capital redemption reserve is made if and when such shares
are subsequently cancelled.
(o) SEGMENTAL REPORTING
Under IFRS 8, ‘Operating Segments’, operating segments are considered to be the components of an entity about which
separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how
to allocate resources and in assessing performance. The chief operating decision maker has been identified as the Investment
Manager (with oversight from the board).
The Directors are of the opinion that the Group and Company has only one operating segment and as such no distinct
segmental reporting is required.
(p) KEY ESTIMATE AND JUDGEMENTS
Estimates and assumptions used in preparing the Financial Statements are reviewed on an ongoing basis and are based on
historical experience and various other factors that are believed to be reasonable under the circumstances. The results of these
estimates and assumptions form the basis of making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. The Group and Company do not consider that there have been any significant estimates or
assumptions in the current financial year.
(q) NEW AND REVISED ACCOUNTING STANDARDS
There were no new UK-adopted IAS or amendments to UK-adopted IAS applicable to the current year which had any significant
impact on the Group and Company’s Financial Statements.
i) There were no relevant standards effective for the current annual reporting period that potentially impact the Group and
Company in issue.
ii) At the date of authorisation of the Group and Company’s Financial Statements, the following relevant standards that
potentially impact the Group and Company are in issue but are not yet effective and have not been applied in the
Financial Statements:
Effective for periods
Standards & Interpretations commencing on or after
Disclosure of Accounting Requirement amended to disclose material accounting policies instead
Policies (Amendments to IAS 1 of significant accounting policies and provided guidance in making 1 January 2023
and IFRS Practice Statement 2) materiality judgements to accounting policy disclosure.
Definition of Accounting The amendment introduced the definition of accounting estimates and
Estimates (amendments to included other amendments to IAS 8 to help entities distinguish changes 1 January 2023
IAS 8) in accounting estimates from changes in accounting policy
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 85
The Directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be
material on the Financial Statements of the Group and Company in future periods.
3 INVESTMENT INCOME
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Revenue:
UK Dividend income
591
472
Overseas Dividend income
4,213
3,955
Total investment income allocated to revenue
4,804
4,427
All investment income is derived from listed investments.
4 OTHER OPERATING INCOME
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Bank interest
104
26
Total other operating income
104
26
5 GAINS ON INVESTMENTS HELD AT FAIR VALUE
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Net gains on disposal of investments at historic cost
33,182
18,524
Less fair value adjustments in earlier years
(14,297)
(11,626)
Gains based on carrying value at previous balance sheet date
18,885
6,898
Valuation gains on investments held during the year
689
16,087
19,574
22,985
6 OTHER CURRENCY LOSSES
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Exchange losses on currency balances
(1,130)
(610)
7 INVESTMENT MANAGEMENT FEE
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Management fee
– charged to revenue
650
602
– charged to capital
2,598
2,406
Investment management fee payable to Polar Capital LLP.
3,248
3,008
Management fees are allocated 20% to revenue and 80% to capital. Details of the fee arrangements are given in the Strategic
Report in page 34.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202386
Notes to the Financial Statements continued
For the year ended 30 September 2023
8 OTHER ADMINSTRATIVE EXPENSES (INCLUDING VAT WHERE APPROPRIATE)
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Directors’ fees and expenses
143
136
Directors’ NIC
14
14
Auditors’ remuneration
2
: For audit of the Group and Company Financial Statements
60
48
Depositary fee
30
23
Registrar fee
37
30
Custody and other bank charges
42
37
UKLA and LSE listing fees
40
3
Legal & professional fees
5
6
AIC fees
21
21
Directors’ and officers liability insurance
18
16
Corporate brokers fee
25
25
Marketing expenses
47
43
Research costs - allocated to revenue
3
15
Shareholder communications
17
22
HSBC administration fee
208
158
Other expenses
2
2
Total other administrative expenses allocated to revenue
712
599
Research cost - allocated to capital
13
59
Total other administrative expenses
725
658
1
3
4
5
5
1 Full disclosure is given in the Directors’ Remuneration Report on page 62.
2 2023 includes £8,000 (2022: £6,875) paid to the Auditors for the audit of PCGH ZDP Plc.
3 Prior year reflects write off of PCCH ZDP FCA fee accrual which no longer applies.
4 Includes marketing expenses payable to Polar Capital LLP of £15,500 ( 2022: £22,500).
5 Research costs payable by the Company amounted to £16,000, and cover the 3 months to 31 December 2022. (£74,000 - full year). These costs are allocated 20% to revenue and 80% to
capital and are included in the ongoing charges calculation. With effect from 1 January 2023, specialist research costs are absorbed by Polar Capital.
Ongoing charges represents the total expenses of the fund, excluding finance costs and tax, expressed as a percentage of the
average daily net asset value, in accordance with AIC guidance issued in May 2012.
The ongoing charges ratio for the year ended 30 September 2023 was 0.87% (2022: 0.84%). See Alternative Performance
Measures on page 102.
9 FINANCE COSTS
Year ended 30 September 2023
Year ended 30 September 2022
Revenue Capital Total Revenue Capital Total
return return return return return return
£’000 £’000 £’000 £’000 £’000 £’000
Interest on overdrafts
9
35
44
2
2
Appropriation to ZDP shares
1,126
1,126
1,094
1,094
Total finance costs
9
1,161
1,170
1,096
1,096
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 87
10 TAXATION
Year ended 30 September 2023
Year ended 30 September 2022
Revenue Capital Total Revenue Capital Total
return return return return return return
£’000 £’000 £’000 £’000 £’000 £’000
a)
Analysis of tax charge for the year:
Overseas tax
598
598
535
535
Indian capital gains tax
715
715
Total tax for the year (see note 10b)
598
715
1,313
535
535
b) Factors affecting tax charge for the year:
The charge for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:
Profit before tax
3,537
14,672
18,209
3,252
18,814
22,066
Tax at the UK corporation effective tax rate of 22%
778
3,228
4,006
617
3,575
4,192
(2022: 19%)
Tax effect of non-taxable dividends
(1,057)
(1,057)
(841)
(841)
Gains on investments that are not taxable
(4,058)
(4,058)
(4,251)
(4,251)
Non taxable expenses not utilised in the year
279
582
861
224
468
692
Overseas tax suffered
598
598
535
535
Indian capital gains tax
715
715
Expenses not allowable
248
248
208
208
Total tax for the year (see note 10a)
598
715
1,313
535
535
c) Factors that may affect future tax charges:
The Company has an unrecognised deferred tax asset of £7,312,000 (2022: £6,334,000). The deferred tax asset is based on the
current corporation tax rate of 25% (2022: 25%).
It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and deficits and
therefore no deferred tax asset has been recognised.
Due to the Company’s tax status as an investment trust and the intention to continue meeting the conditions required to
obtain approval of such status in the foreseeable future, the Company has not provided tax on any capital gains arising on the
revaluation or disposal of investments held by the Company.
The Company is liable to Indian capital gains tax under Section 115 AD of the Indian Income Tax Act 1961. A tax provision on
Indian capital gains is calculated based on the long term (securities held more than one year) or short term (securities held less
than one year) nature of the investments and the applicable tax rate at the year end. The current rates of short-term tax rates
are 15% and the long term tax rates are 10% respectively. At the year ended 30 September 2023, the Company has a deferred
tax liability of £254,000 (2022: £nil) on capital gains which may arise if Indian investments are sold.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202388
Notes to the Financial Statements continued
For the year ended 30 September 2023
11 AMOUNTS RECOGNISED AS DISTRIBUTIONS TO ORDINARY SHAREHOLDERS IN THE YEAR
Dividends paid in the year ended 30 September 2023
Year ended
30 September
2023
Payment date
No of shares
Pence per share
£’000
28 February 2023
121,270,000
1.10p
1,334
31 August 2023
121,270,000
1.00p
1,213
2,547
The revenue available for distribution by way of dividend for the year is £2,939,000 (2022: £2,717,000).
The total dividends payable in respect of the financial year ended 30 September 2023 which is the basis on which the
requirements of Section 1158 Corporation Tax Act 2010 are considered, is set out below:
Year ended
30 September
2023
Payment date
No of shares
Pence per share
£’000
31 August 2023
121,270,000
1.00p
1,213
29 February 2024
121,270,000
1.20p
1,455
2,668
Dividends paid in the year ended 30 September 2022
Year ended
30 September
2022
Payment date
No of shares
Pence per share
£’000
28 February 2022
121,270,000
1.00p
1,213
31 August 2022
121,270,000
1.00p
1,213
2,426
The total dividends payable in respect of the financial year ended 30 September 2022,which is the basis on which the
requirements of Section 1158 Corporation Tax Act 2010 are considered, is set out below:
Year ended
30 September
2022
Payment date
No of shares
Pence per share
£’000
31 August 2022
121,270,000
1.00p
1,213
28 February 2023
121,270,000
1.10p
1,334
2,547
All dividends are paid as interim dividends, and all have been charged to revenue, where necessary utilising the revenue reserves.
The dividends paid in February each year relate to a dividend declared in respect of the previous financial year but paid in the
current accounting year.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 89
12 EARNINGS PER ORDINARY SHARE
Year ended 30 September 2023
Year ended 30 September 2022
Revenue Capital Total Revenue Capital Total
return return return return return return
The calculation of basic earnings per share is based
on the following data:
Net profit for the year (£’000)
2,939
13,957
16,896
2,717
18,814
21,531
Weighted average Ordinary shares in issue during
the year
121,270,000
121,270,000
121,270,000
121,270,000
121,270,000
121,270,000
Basic - Ordinary shares (pence)
2.42
11.51
13.93
2.24
15.51
17.75
As at 30 September 2023 there were no potentially dilutive shares in issue.
13 INVESTMENTS HELD AT FAIR VALUE
(a) Investments held at fair value through profit or loss
30 September 2023 30 September 2022
£’000 £’000
Opening book cost
401,521
380,123
Opening investment holding gains
32,898
28,438
Opening fair value
434,419
408,561
Analysis of transactions made during the year
Purchases at cost
506,254
477,549
Sales proceeds received
(501,992)
(474,676)
Gains on investments held at fair value
19,574
22,985
Closing fair value
458,255
434,419
Closing book cost
438,965
401,521
Closing investment holding gains
19,290
32,898
Closing fair value
458,255
434,419
The Company received £501,992,000 (2022: £474,676,000) from disposal of investments in the year. The book cost of these
investments when they were purchased were £468,810,000 (2022: £456,152,000). These investments have been revalued over
time and until they were sold, any unrealised gains/losses were included in the fair value of the investments.
The following transaction costs, including stamp duty and broker commissions were incurred during the year:
30 September 2023 30 September 2022
£’000 £’000
On acquisition
481
310
On disposal
257
224
738
534
(b) Fair value hierarchy
30 September 2023 30 September 2022
£’000 £’000
Level 1 assets
458,255
434,419
Valuation at the end of the year
458,255
434,419
All Level 1 assets are traded on a recognised Stock Exchange.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202390
Notes to the Financial Statements continued
For the year ended 30 September 2023
13 INVESTMENTS HELD AT FAIR VALUE continued
(c) Subsidiary undertaking
Country of registration, Number and class of shares held by
Company and business incorporation and operation
the Company
Holding
PCGH ZDP Plc
England and Wales
50,000
Ordinary shares of £1
100%
The Company is a public limited company with the sole purpose of issuing Zero Dividend Preference (ZDP) shares. The registered
office is at Polar Capital, 16 Palace Street, London, SW1E 5JD.
The investment is stated in the Company’s Financial Statements at cost, which is considered by the Directors to equate to fair value.
The subsidiary is non-trading and the value of the net assets have not changed since the acquisition of the ordinary share capital
by the Company. The cost is therefore considered to equate to the fair value of the shares held.
14 RECEIVABLES
30 September 2023 30 September 2022
£’000 £’000
Accrued income
472
205
VAT recoverable
10
8
Prepayments
23
20
505
233
15 PAYABLES
30 September 2023 30 September 2022
£’000 £’000
Purchases for future settlement
3,252
Accruals
729
470
3,981
470
16 ZERO DIVIDEND PREFERENCE SHARES (‘ZDP SHARES’)
30 September 2023 30 September 2022
£’000 £’000
At 1 October 2022
37,561
36,467
Capital growth of ZDP shares
1,126
1,094
At 30 September 2023
38,687
37,561
Further details on the ZDP shares are set out in the Additional Information on page 107.
17 CALLED UP SHARE CAPITAL
(i) Ordinary shares - Allotted, Called up and Fully paid:
30 September 2023 30 September 2022
£’000 £’000
Ordinary shares of nominal value 25p each:
Opening balance of 121,270,000 (2022: 121,270,000)
30,317
30,317
Allotted, Called up and Fully paid: 121,270,000 (2022: 121,270,000)
ordinary shares of 25p
30,317
30,317
2,879,256
(2022: 2,879,256) Ordinary shares, held in treasury
720
720
At 30 September 2023
31,037
31,037
No Ordinary shares were repurchased or issued during the year (2022: nil).
The Ordinary shares held in treasury have no voting rights and are not entitled to dividends.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 91
(ii) Subsidiary company (for information purposes)
30 September 2023 30 September 2022
£’000 £’000
ZDP shares - Allotted, Called up and Fully paid:
ZDP shares of nominal value 1p each:
Opening balance of 32,128,437 ZDP shares (2022: 32,128,437)
32,128
32,128
Allotted, Called up and Fully paid: 32,128,437 (2022: 32,128,437) ZDP shares of 1p
32,128
32,128
At 30 September 2023
32,128
32,128
18 CAPITAL REDEMPTION RESERVE
30 September 2023 30 September 2022
£’000 £’000
At 1 October 2022
6,575
6,575
At 30 September 2023
6,575
6,575
The Capital Redemption reserve was created following the Company’s reconstruction tender offer shares, where shares were
repurchased and cancelled in 2017. This reserve is not distributable.
19 SHARE PREMIUM RESERVE
30 September 2023 30 September 2022
£’000 £’000
At 1 October 2022
80,685
80,685
At 30 September 2023
80,685
80,685
This reserve is not distributable.
20 SPECIAL DISTRIBUTABLE RESERVE
30 September 2023 30 September 2022
£’000 £’000
At 1 October 2022
3,672
3,672
At 30 September 2023
3,672
3,672
The special distributable reserve was created following approval from the Court, received on 18 August 2010, to cancel that
share premium account from the initial share offering.
Surpluses to the credit of the special distributable reserve can be used to purchase the Group and Company’s own shares.
In addition, the Group and Company may use this reserve for the payment of dividends.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202392
Notes to the Financial Statements continued
For the year ended 30 September 2023
21 CAPITAL RESERVES
30 September 2023 30 September 2022
£’000 £’000
At 1 October 2022
280,791
261,977
Net gains on disposal of investments
18,885
6,898
Valuation gains on investments held during the year
689
16,087
Exchange losses on currency balances
(1,130)
(610)
Overdraft interest allocated to capital
(35)
(2)
Research costs allocated to capital
(13)
(59)
Investment management fee allocated to capital
(2,598)
(2,406)
Indian capital gains tax
(715)
Capital contribution to ZDP entitlement
(211)
(201)
ZDP appropriation
(915)
(893)
At 30 September 2023
294,748
280,791
The balance on the capital reserve represents a profit of £19,033,000 (2022: £32,898,000) on investments held and a profit of
£275,715,000 (2022: £247,893,000) on investments sold.
The balance on investments held comprises holding gains on investments (which may become realised) and other amounts,
which are unrealised. An analysis has not been made between the amounts that are realised (and may be distributed or used to
repurchase the Group and Company’s shares) and those that are unrealised.
The balance on investments sold are realised distributable capital reserves which may be used to repurchase the Group and
Company’s shares or be distributed as dividends subject to meeting the definition of qualifying consideration as noted in
Note 2(m).
22 REVENUE RESERVE
30 September 2023 30 September 2022
£’000 £’000
At 1 October 2022
2,073
1,782
Revenue profit
2,939
2,717
Interim dividends paid
(2,547)
(2,426)
At 30 September 2023
2,465
2,073
The revenue reserve may be distributed or used to repurchase the Group and Company’s shares (subject to being a positive balance).
23 NET ASSET VALUE PER SHARE
(i) Ordinary shares
30 September 2023
30 September 2022
Net assets attributable to Ordinary shareholders (£’000)
419,182
404,833
Ordinary shares in issue at end of year
121,270,000
121,270,000
Net asset value per Ordinary share (pence)
345.66
333.83
Total issued Ordinary shares
124,149,256
124,149,256
Ordinary shares held in treasury
2,879,256
2,879,256
Ordinary shares in issue
121,270,000
121,270,000
As at 30 September 2023 there were no potentially dilutive shares in issue.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 93
(ii) Subsidiary company (for information purposes)
ZDP shares
30 September 2023
30 September 2022
Calculated entitlement of ZDP shareholders (£)
£38,686,917
£37,560,975
ZDP shares in issue at the end of the year
32,128,437
32,128,437
Net asset value per ZDP share (pence)
120.41
116.91
24 CASH AND CASH EQUIVALENTS
30 September 2023 30 September 2022
£’000 £’000
Cash at bank
4,630
7,496
Bank overdraft
(2,014)
Company cash and cash equivalents
2,616
7,496
Cash held at subsidiary
50
50
Group cash and cash equivalents
2,666
7,546
25 TRANSACTIONS WITH THE INVESTMENT MANAGER AND RELATED PARTY TRANSACTIONS
(a) TRANSACTIONS WITH THE MANAGER
Under the terms of an agreement dated 26 May 2010 the Group has appointed Polar Capital LLP (“Polar Capital”) to provide
investment management, accounting, secretarial and administrative services. Details of the fee arrangement for these services
are given in the Strategic Report. The total fees, paid under this agreement to Polar Capital in respect of the year ended
30 September 2023 were £3,248,000 (2022: £3,008,000) of which £537,000 (2022: £259,000) was outstanding at the year-end.
In addition, the total research cost in respect of the year ended 30 September 2023 was £16,000 (2022: £74,000). As at the year
end, £nil (2022: £54,800) was outstanding. From 1 January 2023 all research costs are payable by Polar Capital. Refer to note 8
on page 86 for more details.
(b) RELATED PARTY TRANSACTIONS
The Group and Company has no employees and therefore no key management personnel other than the Directors. The Group
and Company paid £143,000 (2022: £136,000) to the Directors and the Remuneration Report including Directors’ shareholdings
and movements within the year is set out on pages 62 and 63.
Refer to note 13(c) for details of the subsidiary undertaking.
26 DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS
RISK MANAGEMENT POLICIES AND PROCEDURES FOR THE GROUP AND COMPANY
The Group and Company invests in equities and other financial instruments for the long term to further the investment objective
set out on page 32. This exposes the Group and Company to a range of financial risks that could impact on the assets or
performance of the Group and Company.
The main risks arising from the Group and Company’s pursuit of its investment objective are market risk, liquidity risk and credit
risk and the Directors’ approach to the management of them is set out below.
The Group and Company’s exposure to financial instruments can comprise:
Equity and non-equity shares and fixed interest securities which may be held in the investment portfolio in accordance with
the Investment Objective.
Bank overdrafts, the main purpose of which is to raise finance for the Group and Company’s operations.
Cash, liquid resources and short-term receivables and payables that arise directly from the Group and Company’s
operations.
Derivative transactions which the Group and Company enters into may include equity or index options, index futures
contracts, and forward foreign exchange contracts.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202394
Notes to the Financial Statements continued
For the year ended 30 September 2023
26 DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS continued
RISK MANAGEMENT POLICIES AND PROCEDURES FOR THE GROUP AND COMPANY continued
The purpose of these is to manage the market price risks and foreign exchange risks arising from the Group and Company’s
investment activities.
The overall management of the risks is determined by the Board and its approach to each risk identified is set out below. The
Board and the Investment Manager co-ordinate the risk management and the Investment Manager assesses the exposure to
market risk when making each investment decision.
(a) Market Risk
Market risk comprises three types of risk: market price risk (see note 26(a)(i)), currency risk (see note 26(a)(ii)), and interest rate
risk (see note 26(a)(iii)).
(i) Market Price Risk
The Group and Company is an investment company and as such its performance is dependent on its valuation of its
investments. Consequently, market price risk is the most significant risk that the Group and Company faces.
Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Group and Company’s
operations.
It represents the potential loss the Group and Company might suffer through holding market positions in the face of price
movements.
A detailed breakdown of the investment portfolio is given on page 23. Investments are valued in accordance with the
accounting policies as stated in Note 2(g).
At the year end, the Group and Company did not hold any derivative instruments (2022: nil).
Management of the risk
In order to manage this risk it is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to
reduce both the statistical risk and the risk arising from factors specific to a particular healthcare subsector. The allocation of
assets to international markets, together with stock selection covering small, medium and large companies, and the use of index
options, are other factors which act to reduce price risk. The Investment Manager actively monitors market prices throughout
the year and reports to the Board which meets regularly in order to consider investment strategy.
Market price risks exposure
The Group and Company’s exposure to changes in market prices at 30 September on its investments was as follows:
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Non-current asset investments at fair value through profit or loss
458,255
434,419
458,255
434,419
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and the value of shareholders’ funds to
an increase or decrease of 15% (2022: 15%) in the fair values of the Group and Company’s investments. This level of change
is considered to be reasonably possible based on observation of current market conditions and historic trends. The sensitivity
analysis is based on the Group and Company’s investments at each balance sheet date, with all other variables held constant.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 95
30 September 2023
30 September 2022
Increase in Decrease in Increase in Decrease in
fair value fair value fair value fair value
£’000 £’000 £’000 £’000
Statement of Comprehensive Income - profit after tax
Revenue return
(102)
102
(97)
97
Capital return
68,326
(68,326)
64,772
(64,772)
Change to the profit after tax for the year
68,224
(68,224)
64,675
(64,675)
Change to equity attributable to shareholders
68,224
(68,224)
64,675
(64,675)
(ii) Currency Risk
The Group and Company’s total return and net assets can be significantly affected by currency translation movements as the
majority of the Group and Company’s assets and revenue are denominated in currencies other than sterling.
Management of the risk
The Investment Manager mitigates risks through an international spread of investments.
Settlement risk on investment trades is managed through short term hedging.
Foreign currency exposure
The table below shows, by currency, the split of the Group and Company’s monetary assets, liabilities and investments that are
priced in currencies other than sterling.
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Monetary Assets:
Cash and short term receivables
Indian rupee
4,636
Japanese yen
415
172
Swiss francs
465
460
Euros
114
241
Danish krone
100
101
US dollars
47
129
Monetary Liabilities:
Other payables
US dollars
(3,634)
Swiss francs
(466)
Indian rupee
(254)
Danish krone
(126)
Euros
(105)
Foreign currency exposure on net monetary items
1,192
1,103
Non-Monetary Items:
Investments at fair value through profit or loss that are equities
US dollars
280,907
295,559
Danish krone
34,858
17,635
Japanese yen
31,949
27,564
Euros
29,177
32,964
Swiss francs
24,755
26,130
Swedish krona
11,671
11,758
Indian rupee
3,562
Total net foreign currency exposure
418,071
412,713
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202396
Notes to the Financial Statements continued
For the year ended 30 September 2023
26 DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS continued
(a) Market Risk continued
Foreign currency exposure continued
During the financial year, movements against sterling in the five major currencies in foreign currency exposure were:
US dollar depreciated by 9.3% (2022: appreciated by 17.2%),
Danish krone depreciated by 1.5% (2022: appreciated by 2.0%),
Japanese yen depreciated by 12.7% (2022: depreciated by 7.4%).
Euro depreciated by 1.2% (2022: appreciated by 2.1%),
Swiss franc depreciated by 1.6% (2022: appreciated by 12.7%),
Foreign currency sensitivity
The following table illustrates the sensitivity of the profit after tax for the year and the value of equity attributable
to shareholders in regard to the financial assets and financial liabilities and the exchange rates for the £/US dollar,
£/Euros, £/Japanese yen, £/Danish krone, £/Swiss francs and £/Australian dollar.
Based on the year end position, if sterling had depreciated by a further 20% (2022: 20%) against the currencies shown,
this would have the following effect:
Year ended 30 September 2023
£’000
US dollars
Euro
Japanese yen
Swiss francs
Danish krone
Statement of Comprehensive Income -
profit after tax
Revenue return
12
29
104
116
25
Capital return
69,319
7,268
7,987
6,072
8,683
Change to the profit after tax for
the year and to equity attributable to
shareholders
69,331
7,297
8,091
6,188
8,708
Year ended 30 September 2022
£’000
US dollars
Euro
Japanese yen
Swiss francs
Danish krone
Statement of Comprehensive Income -
profit after tax
Revenue return
32
60
43
115
25
Capital return
73,890
8,241
6,891
6,533
4,409
Change to the profit after tax for
the year and to equity attributable to
shareholders
73,922
8,301
6,934
6,648
4,434
Based on the year end position, if sterling had appreciated by a further 20% (2022: 20%) against the currencies shown, this
would have the following effect:
Year ended 30 September 2023
£’000
US dollars
Euro
Japanese yen
Swiss francs
Danish krone
Statement of Comprehensive Income -
profit after tax
Revenue return
(8)
(19)
(69)
(78)
(17)
Capital return
(46,212)
(4,845)
(5,325)
(4,049)
(5,789)
Change to the profit after tax for
the year and to equity attributable to
shareholders
(46,220)
(4,864)
(5,394)
(4,127)
(5,806)
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 97
Year ended 30 September 2022
£’000
US dollars
Euro
Japanese yen
Swiss francs
Danish krone
Statement of Comprehensive Income -
profit after tax
Revenue return
(22)
(40)
(29)
(77)
(17)
Capital return
(49,260)
(5,494)
(4,594)
(4,355)
(2,939)
Change to the profit after tax for
the year and to equity attributable to
shareholders
(49,282)
(5,534)
(4,623)
(4,432)
(2,956)
In the opinion of the Directors, while these are regarded as reasonable estimates, neither of the above sensitivity analyses are
representative of the year as a whole since the level of exposure changes frequently as part of the currency risk management
process used to meet the Group’s objectives.
(iii) Interest Rate Risk
Although the majority of the Group and Company’s financial assets are equity shares which pay dividends, not interest, the
Group and Company will be affected by interest rate changes as interest is earned on any cash balances and paid on any
overdrawn balances.
Management of the risk
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account
when making investment decisions.
Derivative contracts are not used to hedge against the exposure to interest rate risk.
Interest rate exposure
At the year-end, financial assets and liabilities exposed to floating interest rates were as follows:
Year ended Year ended
30 September 2023 30 September 2022
£’000 £’000
Cash at bank
4,630
7,496
Cash held at subsidiary
50
50
Bank overdraft
(2,014)
2,666
7,546
The above year-end amounts may not be representative of the exposure to interest rates in the year ahead since the level of
cash held during the year will be affected by the strategy being followed in response to the Board’s and Manager’s perception
of market prospects and the investment opportunities available at any particular time.
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of
150 (2022: 150) basis points in interest rates in regard to the Company’s monetary financial assets, which are subject to interest
rate risk. This level of change is considered to be reasonably possible based on observation of current market conditions.
Financial Statements
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 202398
Notes to the Financial Statements continued
For the year ended 30 September 2023
26 DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS continued
(a) Market Risk continued
Interest rate sensitivity continued
The sensitivity analysis is based on the Company’s monetary financial instruments held at each balance sheet date, with all other
variables held constant.
30 September 2023
30 September 2022
Increase in rate Decrease in rate Increase in rate Decrease in rate
£’000 £’000 £’000 £’000
Statement of Comprehensive Income - profit after tax
Revenue return
64
(64)
113
(113)
Capital return
(24)
24
Change to the profit after tax for the year
40
(40)
113
(113)
Change to equity attributable to shareholders
40
(40)
113
(113)
In the opinion of the Directors, the above sensitivity analysis may not be representative of the year as a whole, since the level of
exposure may change.
(b) Liquidity Risk
Liquidity risk is the possibility of failure of the Group and Company to realise sufficient assets to meet its financial liabilities.
Management of the risk
The Group and Company’s assets mainly comprise readily realisable securities which may be sold to meet funding requirements
as necessary.
Liquidity risk exposure
At 30 September the financial liabilities comprised:
30 September 2023 30 September 2022
£’000 £’000
3 months or less:
Other creditors and accruals
3,981
470
Bank overdraft
2,014
3 to 12 months:
ZDP’s entitlement
38,687
More than 12 months:
ZDP’s entitlement
37,561
44,682
38,031
The ZDP shares have a planned repayment date of 19 June 2024 in the amount of £39,514,000.
(c) Credit Risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of
investments or to repay deposits.
Financial Statements
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 99
Management of the risk
The Group and Company manages credit risk by using brokers from a database of approved brokers and by dealing through
Polar Capital. All cash balances are held with approved counterparties.
HSBC Bank plc is the custodian of the Group and Company’s assets. The Group and Company’s assets are segregated from
HSBC’s own trading assets and are therefore protected in the event that HSBC were to cease trading.
These arrangements were in place throughout the current and prior year.
Credit risk exposure
The maximum exposure to credit risk at 30 September 2023 was £5,152,000 (2022: £7,751,000) comprising:
30 September 2023 30 September 2022
£’000 £’000
Accrued Income
472
205
Cash at bank
4,680
7,546
5,152
7,751
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the
likelihood of a material credit default is considered low. None of the Group and Company’s assets are past due or impaired.
All deposits were placed with banks that had a rating of A or higher.
(d) Capital Management Policies and Procedures
The Group and Company’s capital, or equity, is represented by its net assets which amounted to £419,182,000 as at
30 September 2023 (2022: £404,833,000), which are managed to achieve the Group’s and Company’s investment objective set
out on page 32.
The Board monitors and reviews the broad structure of the Group’s and Company’s capital on an ongoing basis.
This review includes:
(i) the need to issue or buy back equity shares for cancellation, which takes account of the difference between the net asset
value per share and the share price (i.e. the level of share price discount or premium); and
(ii) the determination of dividend payments.
The Group and Company is subject to externally imposed capital requirements through the Companies Act with respect to its
status as a public company. In addition, in order to pay dividends out of profits available for distribution by way of dividend,
the Group and Company has to be able to meet one of two capital restriction tests imposed on investments by company law.
These requirements are unchanged since the previous year end and the Group and Company has complied with them and
no breaches have taken place during the year under review.
27 POST BALANCE SHEET EVENTS
There are no significant events that have occurred after the end of the reporting period to the date of this report which require
disclosure.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023100
Environmental, Social and Governance
Shareholder
Information
Annual Report and Financial Statements 2023 • Polar Capital Global Healthcare Trust plc 100
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 101
Shareholder Information
In assessing the performance of the Company, the Investment Manager and the Directors use the following APMs which are not
defined in accounting standards or law but are considered to be known industry metrics:
NAV Total Return
The NAV total return shows how the net asset value has performed over a period of time taking into account both capital
returns and dividends paid to shareholders. NAV total return is calculated as the change in NAV from the start of the period,
assuming that dividends paid to shareholders are reinvested on the payment date in Ordinary shares at their net asset value.
Year ended
30 September 2023
Year ended
30 September 2022
Opening NAV per share a 333.83p 318.07p
Closing NAV per share b 345.66p 333.83p
Dividend reinvestment factor c 1.006471 1.006090
Adjusted closing NAV per share d = b*c 347.90p 335.86p
NAV total return for the year (d / a)-1 4.21% 5.59%
NAV Total Return Since Restructuring
NAV total return since restructuring is calculated as the change in NAV from the date of reconstruction on 20 June 2017,
assuming that dividends paid to shareholders are reinvested on the payment date in Ordinary shares at their net asset value.
Year ended
30 September 2023
Year ended
30 September 2022
NAV per share at reconstruction a 215.85p 215.85p
Closing NAV per share b 345.66p 333.83p
Dividend reinvestment factor c 1.046341 1.039646
Adjusted closing NAV per share d = b*c 361.68p 347.07p
NAV total return since reconstruction (d / a)-1 67.56% 60.79%
Share Price Total Return
Share price total return shows how the share price has performed over a period of time. It assumes that dividends paid to
shareholders are reinvested in the shares at the time the shares are quoted ex-dividend.
Year ended
30 September 2023
Year ended
30 September 2022
Opening share price a 315.00p 288.00p
Closing share price b 319.00p 315.00p
Dividend reinvestment factor c 1.006418 1.006720
Adjusted closing share price d = b*c 321.05p 317.12p
Share price total return for the year (d / a)-1 1.92% 10.11%
(Discount)/Premium
A description of the difference between the share price and the net asset value per share usually expressed as a percentage (%)
of the net asset value per share. If the share price is higher than the NAV per share the result is a premium. If the share price is
lower than the NAV per share, the shares are trading at a discount.
30 September 2023 30 September 2022
Closing share price a 319.00p 315.00p
Closing NAV per share b 345.66p 333.83p
Discount per Ordinary share (a / b)-1 (7.71%) (5.64%)
Alternative Performance Measures
(APMs)
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023102
Shareholder Information
Ongoing Charges
Ongoing charges are calculated in accordance with AIC guidance by taking the Company’s annual ongoing charges, excluding
performance fees and exceptional items, if any, and expressing them as a percentage of the average daily net asset value of the
Company over the year.
Ongoing charges include all regular operating expenses of the Company. Transaction costs, interest payments, tax and
non-recurring expenses are excluded from the calculation as are the costs incurred in relation to share issues and share
buybacks.
Where a performance fee is paid or is payable, a second ongoing charge is provided, calculated on the same basis as the above
but incorporating the amount of performance fee due or paid.
Year ended
30 September 2023
Year ended
30 September 2022
Investment Management (Note 7) £3,248,000 £3,008,000
Other Administrative Expenses (Note 8) £725,000 £658,000
a £3,973,000 £3,666,000
Average daily net asset value b £459,212,414 £433,884,000
Ongoing Charges a / b x 100 0.87% 0.84%
Performance fee (Note 7) c
d = a+c £3,973,000 £3,666,000
Ongoing charges including performance fee d / b x 100 0.87% 0.84%
Net Gearing
Gearing is calculated in line with AIC guidelines and represents net gearing, i.e. total assets less cash and cash equivalents
divided by net assets. The total assets are calculated by adding back the structural gearing which is the ZDP value. Cash and
cash equivalents are cash and purchases and sales for future settlement outstanding at the year end.
30 September 2023 30 September 2022
Net assets a £419,182,000 £404,833,000
ZDP loan value (Note 16) b £38,687,000 £37,561,000
Total assets c = (a+b) £457,869,000 £442,394,000
Cash and cash equivalents (including amounts awaiting settlement) d (£586,000) £7,546,000
Net gearing (c-d)/a - 1 9.37% 7.41%
Alternative Performance Measures (APMs) continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 103
Shareholder Information
AAF Report A report prepared in accordance with the Audit and Assurance Faculty guidance issued by the Institute
of Chartered Accountants in England and Wales. Utilised within the review of internal controls.
Administrator The Company’s Administrator is HSBC Securities Services (HSS) who are contracted through Polar Capital
LLP to provide accounting and administrative services under the terms of the Investment Management
Agreement (“IMA”).
AGM Annual General Meeting – a meeting required to be held in accordance with the Companies Act 2006,
within six months of the Company’s financial year end. The AGM of the Company, to be held at
2.30pm on Thursday, 8 February 2024 at the office of the manager, Polar Capital, 16 Palace Street,
London SW1E 5JD.
AIC Association of Investment Companies, the industry body for closed ended investment companies.
AIF Alternative Investment Fund – the Company is an investment trust which is a collective investment
undertaking which raises capital from a number of investors (in the case of the Company, by selling
shares in the open market on the London Stock Exchange) with a view to investing the capital in
accordance with the investment policy (see page 32).
AIFM Alternative Investment Fund Manager, a body appointed in accordance with the AIFMD (see below).
Polar Capital LLP is the appointed AIFM to the Company.
AIFMD Alternative Investment Fund Managers Directive. Issued by the European Parliament in 2012 and
2013. The Directive requires that, while the Board of Directors of an Investment Trust remains fully
responsible for all aspects of the Company’s strategy, operations and compliance with regulations, all
alternative investment funds (‘AIFs’) in the UK and European Union, must appoint a Depositary and an
Alternative Investment Fund Manager (‘AIFM’).
Benchmark The Benchmark is the MSCI ACWI/Healthcare Index (total return in sterling with dividends reinvested).
Closed-ended
Investment
Company
An Investment Company whose shares are traded in the open market, e.g., on the London Stock
Exchange.
Custodian HSBC Bank plc is the Custodian of the Company’s assets. The Custodian is a financial institution responsible
for safeguarding, worldwide, the listed securities and certain cash assets of the Company, as well as the
income arising therefrom, through provision of custodial, settlement and associated services.
Depositary The Company’s Depositary is also HSBC Bank plc. Under AIFMD (see above) rules the Company
must appoint a Depositary whose duties in respect of investments, cash and similar assets include:
safekeeping; verification of ownership and valuation; and cash monitoring. Under the AIFMD rules,
the Depositary has strict liability for the loss of the Company’s financial assets in respect of which it
has safe-keeping duties. The Depositary’s oversight duties will include but are not limited to share
buybacks, dividend payments and adherence to investment limits.
Derivative A contract between two or more parties, the value of which fluctuates in accordance with the value of
an underlying security. Examples of derivatives are Put and Call Options, Swap contracts, Futures and
Contracts for Difference. A derivative can be an asset or a liability and is a form of gearing because it
can increase the economic exposure to shareholders.
Discount/premium See Alternative Performance Measure (APM) on page 101.
Glossary of Terms
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023104
Shareholder Information
Earnings per Share
(“EPS”)
A company’s profitability expressed on a per share basis and calculated by dividing the company’s
annual earnings after tax by the weighted average number of shares in issue.
ESEF European Single Electronic Format (ESEF) is the requirement whereby reports are prepared and filed in
XHTML format. The requirement applied with effect from 1 January 2021 to all issuers in UK (or EU)
regulated markets. In addition, for issuers preparing consolidated annual accounts in accordance with
IFRS, the XHTML file requires tagging under the IFRS taxonomy.
ESMA The European Securities and Markets Authority is an independent EU authority whose purpose is to
improve investor protection and promote stable, orderly financial markets.
IFRS International Financial Reporting Standards (IFRS) are accounting standards which are developed by
the International Accounting Standards Board (IASB) and the International Sustainability Standards
Board (ISSB). The IASB sets IFRS Accounting Standards and the ISSB sets IFRS Sustainability Disclosure
Standards.
Investment
Company
Section 833 of the Companies Act 2006. An Investment Company is defined as a company which
invests its funds in shares, land or other assets with the aim of spreading investment risk.
Investment
Manager /
Manager
Polar Capital LLP is the Investment Manager. Mr Gareth Powell and Mr James Douglas together have
delegated responsibility for the creation of the portfolio of investments subject to various parameters
set by the Board of Directors. The responsibilities of the Investment Manager and the fees payable are
set out in the Strategic Report and the Directors’ Report.
Investment Trust
taxation status
Section 1158 of the Corporation Tax Act 2010. UK Corporation Tax law allows an Investment Company
(referred to in Tax law as an Investment Trust) to be exempted from tax on its profits realised on
investment transactions, provided it complies with certain rules. These are similar to Section 833
above but further require that the Company must be listed on a regulated stock exchange and that it
cannot retain more than 15% of income received. The Directors’ Report contains confirmation of the
Company’s compliance with this law and its consequent exemption from taxation on capital gains.
MiFID II Markets in Financial Instruments Directive, applicable from 3 January 2018.
Market
capitalisation
Also sometimes referred to as ‘market cap’, this is a measure which describes the size of a Company
or an Investment Trust. It is calculated by multiplying the number of shares in issue by the price of the
shares.
Net Asset Value
(NAV)
The NAV is the value attributed to the underlying assets of the Company less the liabilities, presented
either on a per share or total basis. The value of the Company’s assets, principally investments made in
other companies and cash being held, minus any liabilities. The NAV is also described as ‘Shareholders’
funds’ per share. The NAV is often expressed in pence per share after being divided by the number
of shares which have been issued. The NAV per share is unlikely to be the same as the share price
which is the price at which the Company’s shares can be bought or sold by an investor. The NAV per
ordinary share is published daily.
Non-executive
Director
The Group and Company are managed by a Board of Directors who are appointed by letter rather than a
contract of employment. Neither the Group nor Company has any executive Directors. Remuneration of
the non-executive Directors is set out in the Directors’ Remuneration Report while the duties of the Board
and the various Committees are set out in the Corporate Governance Statement.
PRIIPS The Packaged Retail and Insurance-based Investment Products regulations which came into force on
1 January 2018 in the UK and EU. The regulations require generic pre-sale disclosure of investment
‘product’ costs, risks and certain other matters.
Glossary of Terms continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 105
Shareholder Information
PwC The Group and Company’s Auditors are PricewaterhouseCoopers LLP, represented by Kevin Rollo, Partner.
SORP The Statement of Recommended Practice (SORP) for investment trust is issued by the AIC and it
provides recommendations on financial reporting that supplement official accounting standards.
The financial statements of the Company are prepared in accordance with the Investment Trust SORP.
Treasury shares Treasury shares are the Company’s own shares that have been bought back from shareholders and
not cancelled but held in Treasury. Such shares may be reissued into the market at a premium to NAV.
Treasury shares do not attract the right to receive dividends or have any other voting rights.
UK-adopted IAS The international accounting standards adopted by the UK Endorsement Board after delegation
of adoption powers. These include International Accounting Standards (IAS), IFRS and related
interpretations, subsequent amendments to those standards and related interpretations, issued or
adopted by the IASB.
ZDP Zero Dividend Preference shares are preference shares which carry no entitlement to dividends, but
which carry the right, on a fixed date, to the repayment of capital and a fixed rate of return in priority
to any capital payment to the holders of ordinary shares.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023106
Shareholder Information
2024 Annual General Meeting (“AGM”)
The Company’s AGM will be held at 2:30pm on Thursday
8 February 2024 at 16 Palace Street, London, SW1E 5JD.
Further information including the full text of the resolutions
to be proposed at the AGM and an explanation of each
resolution is contained in the Notice of AGM which has been
posted to shareholders and is available on the Company’s
website.
Shareholders will have the option to ask questions at the
meeting but are also encouraged to send any questions
ahead of the AGM to the Board via the Company Secretary
at cosec@polarcapital.co.uk stating the subject matter as
PCGH-AGM. We will endeavour to answer relevant questions at
the meeting or on the Company’s website as appropriate.
For ease of reference and understanding a brief explanation of
the resolutions.
Resolution 1 relates to the statutory requirement of every
company to lay before shareholders the Annual Report and
Financial Statements, i.e. this document in full. The Annual
Report has been prepared and approved by the Board of
Directors and audited by the externally appointed auditors.
The document will be filed at Companies House once
published to shareholders. The Annual Report sets out the
Company’s business strategy, governance structure and
procedures as well as the financial accounts for the financial
year under review.
Resolutions 2, in compliance with the Large and Medium-
Sized Companies and Groups (Accounts and Reports)
(Amendment) Regulation 2013 (the ‘Regulations’),
The Companies (Directors’ Remuneration Policy and Directors’
Remuneration Report) Regulations 2019 and the Listing Rules
of the Financial Conduct Authority, the Company is required
on a three-yearly basis to provide shareholders with the
opportunity to vote on the Company’s Directors’ Remuneration
Policy. In addition to this, on an annual basis, shareholders are
presented with the Directors’ Remuneration Implementation
Report which looks back at the year under review and advises
how the Remuneration Policy was applied. Shareholders
last voted on the Remuneration Policy at the AGM in 2023
and the policy came into effect from 1 October 2023, the
current policy will remain in force until 30 September 2026
unless amended during any earlier proposed reconstruction
following the end of the fixed life. Resolution 2 therefore, is
the annual advisory vote of shareholders on the Remuneration
Implementation Report. The Directors’ Remuneration Report is
presented on pages 60 to 64.
Resolutions 3 to 6 relate to the annual re-election of
directors. In line with good corporate governance the tenure
policy of directors is 9-years, with the exception of the Board’s
Chair tenure policy which allows the Chair to remain in role
for up to 12-years in certain circumstances. It is recommended
that directors stand for re-election on an annual basis in order
to give shareholders the opportunity to vote on each Director.
Having undergone a Board Evaluation process, as described
on page 49, the Directors have provided a rationale for their
support for the reappointment of each director on pages 7
and 8 and within the Notice of AGM.
Resolutions 7 and 8 relate to the statutory appointment or
reappointment of the Company’s external auditors and the
Directors’ authority to determine their remuneration. Further
information is provided in the Audit Committee Report on
page 55.
Resolution 9 relates to the Company’s dividend policy. Following
the Company’s reconstruction in 2017, which included a change to
the Company’s strategy from income and growth to growth alone,
the adopted dividend policy has been and remains that dividends
will be paid bi-annually in February and August.
Resolutions 10 to 12 relate to potential changes in the
share capital. Resolution 10 authorises the Directors to allot
(i.e. sell) ordinary shares, whether these be newly created
shares or shares held in the Company’s treasury account which
have been previously bought back in the market. Once allotted
the shares are listed on the London Stock Exchange and have
the same rights as any other ordinary shares of the Company.
Resolution 11 is proposed in connection with 10 and allows
the Directors to allot the shares without pre-emption rights.
Under the Companies Act, all shareholders have the right
of pre-emption which means that the Company must offer
existing shareholders an opportunity to buy the company’s
shares before they are offered to third parties; being a listed
company with many shareholders, the Directors ask to disapply
the pre-emption rights which means they are able to offer
and allot the shares to specific shareholders or in specific ways
to the market, noting that such allotments would be at a
premium to the net asset value (NAV) per share and therefore
accretive (i.e. positive) to overall shareholder value. While all
shareholders can trade the ordinary shares of the Company on
the open market there are times when a shareholder would
like to acquire greater amounts of shares than are available
in the market and might approach the Company through the
corporate broker to obtain shares. In a similar but opposite
scenario, resolution 12 provides the Directors’ the ability to
buy back (i.e. purchase) shares of the Company in the market.
Depending on the market environment, and various other
factors, the shares of the Company may trade at a discount
to NAV, when this is the case the Company may step in and
buy back shares in an effort to reduce the discount. Each of
these authorities require shareholder approval and are regular
resolutions proposed to each AGM; each authority remains in
place for 12 months or until the limits have been reached.
Corporate Information - AGM
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 107
Shareholder Information
History, Structure and Fees
The Company was incorporated as Polar Capital Global
Healthcare Growth and Income Trust plc on 12 May 2010.
On 15 June 2010 the Company issued 89,000,000 ordinary
shares of 25p each and 17,800,000 subscription shares of
1p each which were admitted to trading on the Main Market
of the London Stock Exchange. The original subscription
price for each ordinary share was £1 and the Net Asset Value
(NAV) per share on 15 June 2010 was 98p (after launch
costs). The subscription share rights expired on 31 January
2014, following the issue of 17,800,000 ordinary shares.
The subscription shares were subsequently cancelled.
On 20 June 2017 the Company was reconstructed and the
name was changed to Polar Capital Global Healthcare Trust
plc. As part of the reconstruction, a 100% tender offer
was made to shareholders of which 21.8% was accepted
resulting in 26,299,042 ordinary shares being bought back
by the Company; the Company also offered new ordinary
shares in the form of an issue and placing which resulted in
27,798,298 new ordinary shares being created. As part of
the reconstruction and change of investment strategy, the
Company created a wholly owned subsidiary, PCGH ZDP Plc
(the ‘subsidiary’) (together with the Company, the ‘Group’)
which was created to provide structural gearing to the
Company through the placing of Zero Dividend Preference
shares (‘ZDP shares’). The subsidiary was incorporated on
30 March 2017 and issued 50,000 ordinary shares of £1 each
which were subscribed by the Company and fully paid up.
On 19 June 2017 the subsidiary issued 32,128,437 ZDP
shares at 100p each. These ZDP shares have a standard listing
on the London Stock Exchange.
Each ZDP share is entitled to 122.99p on 19 June 2024 on
the winding up of the subsidiary. The proceeds of the ZDP
Share issue were advanced to the Company under the terms
of a loan agreement for investment by the Company in
accordance with its Investment Policy.
Following the reconstruction and in the absence of any prior
proposals, the Articles of Association require the Directors to
put forward at the first Annual General Meeting to be held
after 1 March 2025, a resolution for the voluntary winding up
of the Company and the appointment of a liquidator.
Members voting in favour, whether in person or by proxy,
shall collectively have sufficient votes, irrespective of number,
to pass the resolution.
Performance Fee
The Investment Manager may be entitled to a performance
fee. The performance fee was reset at the date of
reconstruction of the Company and will be paid in cash at
the end of the Company’s expected life (except in the case
of an earlier termination of the IMA). The performance fee
will be an amount equal to 10% of the excess total return
(based on the Adjusted Net Asset Value per ordinary share
at that time) over the total return of the benchmark plus
1.5% compounded annually on each anniversary of share
admission and adjusted for periods of less than 12 months.
In the event of a performance fee becoming payable on the
future portfolio realisation date, such fee would be subject
to a maximum amount of 3.5% of the terminal NAV. For the
purposes of calculating the performance fee, the Company’s
Adjusted Net Asset Value will be based on the Net Asset
Value adjusted by the amount of any dividends paid by the
Company deemed to have been reinvested on the date of
payment in ordinary shares at their Net Asset Value (on such
date) and the resulting amount added to the Company’s
Net Asset Value. If at the end of the Company’s expected
life the amount available for distribution to shareholders is
less than 215.9p per ordinary share, no performance fee will
be payable. If the amount is more than 215.9p per ordinary
share but payment of the performance fee in full would
reduce it below that level, then the performance fee will
be reduced such that shareholders receive exactly 215.9p
per share. No performance fee has been paid or accrued since
inception and up to 30 September 2023.
Termination Arrangements
The IMA may be terminated by either party giving 12 months’
notice. The IMA may be terminated earlier by the Company
with immediate effect on the occurrence of certain events,
including: (i) if an order has been made or an effective
resolution passed for the liquidation of the Investment
Manager; (ii) if the Investment Manager ceases or threatens
to cease to carry on its business; (iii) where the Company is
required to do so by a relevant regulatory authority; (iv) on the
liquidation of the Company; or (v) subject to certain conditions,
where the Investment Manager commits a material breach
of the IMA. In the event the IMA is terminated before the
expiry of the Company’s fixed life then, except in the event of
termination by the Company for certain specified causes, the
base fee and the performance fee will be calculated pro rata
for the period up to and including the date of termination.
Share Capital, Voting Rights and
Transferability
The Company’s share capital is divided into ordinary shares of
25p each. At the year end, there were 124,149,256 ordinary
shares in issue (2022: 124,149,256 ordinary shares), of which
2,879,256 (2022: 2,879,256) were held in treasury by the
Company. During the year to 30 September 2023, no new
shares were issued from or bought back into treasury.
Ordinary shares carry voting rights which are exercised on a
show of hands at a meeting, where each shareholder has one
vote, or on a poll, where each share has one vote. Ordinary
shares held in treasury carry no voting rights. Arrangements
for the casting of proxy votes are provided when a notice of
meeting is issued.
Corporate Information - Other
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023108
Shareholder Information
Any shares in the Company may be held in uncertificated
form and, subject to the Articles, title to uncertificated
shares may be transferred by means of a relevant
system. Further information can be found in the Articles
of Association available on the Company’s website
www.polarcapitalglobalhealthcaretrust.co.uk.
The Company is not aware of arrangements to restrict the
votes or transferability of its shares.
Subscription Shares Tax Implications
The base ‘cost’ for UK tax purposes of the subscription
shares is a proportion of the issue price paid for the ordinary
shares to which the subscription shares were attached.
The apportionment is made by reference to the respective
market values of the ordinary shares and subscription shares
at the close of business on 15 June 2010, the day the ordinary
and subscription shares were admitted to trading. The market
value for UK tax purposes of the Company’s ordinary shares
and subscription shares on such date were as follows:
Ordinary Shares 101.0p Subscription Shares 14.875p
If you have exercised the subscription rights attaching to
your subscription shares, the resulting ordinary shares are
treated for UK tax purposes as the ‘same’ asset as the
subscription shares in respect of which the subscription rights
are exercised. The base ‘cost’ for UK tax purposes of the
resulting ordinary shares will be the base cost attributed to
the exercised subscription shares, increased by the amount of
subscription monies paid.
Capital Gains Tax
Information on Capital Gains Tax (‘CGT’) is
available on the HM Revenue & Customs website
www.hmrc.gov.uk/cgt/index.
When shares are disposed of a capital gain may result if the
disposal proceeds exceed the sum of the base cost of the
shares sold and any other allowable deductions such as share
dealing costs. The exercise of subscription shares into ordinary
shares should not have given rise to a capital gain, however a
capital gain may arise on the eventual disposal of those shares.
The calculations required to compute capital gains may be
complex and depend on personal circumstances. Shareholders
are advised to consult their personal financial advisor for
further information regarding a possible tax liability in respect
of their shareholdings.
Further information on the subscription shares is provided
in the subscription share section above. The Company was
launched on 15 June 2010 with the issue of ordinary shares
at £1 per share with subscription shares attached (on a one
for five basis).
Company Website
http://www.polarcapitalglobalhealthcaretrust.co.uk
The Investment Manager maintains a website on behalf of
the Company which provides a wide range of information on
the Company, monthly factsheets issued by the Investment
Manager and copies of announcements, including the annual
and half year reports when issued.
Information on the Company can also be obtained from
various other sources including:
www.theaic.co.uk
www.ft.com/markets
www.londonstockexchange.co.uk
Statement by the Depositary
The statement of the Depositary’s responsibilities in respect of
the Company and its report to shareholders for the year ended
30 September 2023 is available on the Company’s website.
The Depositary, having carried out such procedures as it
considered necessary, was satisfied that in all material respects
the Company was managed in accordance with the applicable
FCA rules and AIFMD.
Statement By The AIFM
The statement by the AIFM in respect of matters to be
disclosed to investors for the year ended 30 September 2023
is available on the Company’s website.
Share Price and Net Asset Value
The Company’s Net Asset Value (NAV) is normally released
daily, on the next working day, following the calculation
date, to the London Stock Exchange. The mid-market price
of the ordinary shares is published daily in the Financial
Times in the Companies and Markets section under the
heading ‘Investment Companies’. Share price information
is also available from The London Stock Exchange website:
www.londonstockexchange.co.uk
Corporate Information - Other continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 109
Shareholder Information
Electronic Communications
If you hold your shares in your own name you can choose
to receive communications from the Company in electronic
format. This method reduces cost, is environmentally friendly
and, for many, is convenient.
If you would like to take advantage of Electronic
Communications, please visit our registrar’s website at
www.shareview.co.uk. You will need your Shareholder
Reference Number. If you agree to the terms and
conditions, in future, on the day that documents are sent to
shareholders by post you will receive an e-mail providing the
website address where the documents can be viewed and
downloaded. Paper copies will still be available on request.
Nominee shareholders
Where notification has been provided in advance the Company
will arrange for copies of shareholder communications to be
provided to the operators of nominee accounts. Nominee
service providers are encouraged to advise investors that they
may attend general meetings when invited by the Chair.
Disability Act
Copies of this Annual Report and Financial Statements or other
documents issued by the Company are available from the
Company Secretary. If needed, copies can be made available
in a variety of formats, either Braille or on audio tape or larger
type as appropriate.
Investing
The ordinary shares of the Company are listed and traded on
the London Stock Exchange. Investors may purchase shares
through their stockbroker, bank or other financial intermediary.
Polar Capital Global Healthcare Trust plc is an investment
trust and as such its ordinary shares are excluded from the
FCA’s restrictions which apply to non-mainstream investment
products. The Company conducts its affairs and intends
to continue to do so for the foreseeable future so that the
exclusion continues to apply.
There are a variety of ways to invest in the Company. However,
this will largely depend upon whether you would like financial
advice or are happy to make your own investment decisions.
Investing Risks
Investors should be aware of the following risks when
considering investing in the shares of Polar Capital Global
Healthcare Trust plc:
Past performance is not a guide to future performance.
Please remember that any investment in the shares of Polar
Capital Global Healthcare Trust plc either directly or through
a savings scheme or ISA carries the risk that the value of your
investment and any income from them may go down as well
as up due to the fluctuations of the share price, the market
and interest rates. This risk may result in an investor not getting
back their original amount invested.
As the shares in an investment trust are traded on a stock
market, the share price will fluctuate in accordance with supply
and demand and may not reflect the underlying net asset value
of the shares. Where the share price is less than the underlying
value of the assets, the difference is known as the ‘discount’.
For these reasons, investors may not get back the original
amount invested.
Although the Company’s Financial Statements are
denominated in sterling, it may invest in stocks and shares
that are denominated in currencies other than sterling.
To the extent that it does so, asset values may be affected by
movements in exchange rates. As a result, the value of your
investment may rise or fall with movements in exchange rates.
Polar Capital Global Healthcare Trust plc is allowed to borrow
against its assets and this may increase losses triggered by
a falling market. The Company may increase or decrease its
borrowing levels to suit market conditions. If you are in any
doubt as to the suitability of a plan or any investment available
within a plan, please take professional advice.
If you are investing through a savings plan, ISA or other
investment arrangement it is important that you read the key
features documents and understand the risks associated with
investing in the shares of the Company. If you are in any doubt
as to the suitability of a plan or any investment available within
a plan, please take professional advice.
Tax rates and reliefs change from time to time and may affect
the value of your investment.
Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023110
Shareholder Information
For those investors who would like advice:
Private Client Stockbrokers – generally for investors with
a large lump sum to invest, a private client stockbroker will
manage a portfolio of shares on behalf of a private investor
and will offer a personalised service to meet an individual’s
particular needs. A list of private client stockbrokers is available
from The Personal Investment Management & Financial Advice
Association (PIMFA) at www.pimfa.co.uk
Financial Advisers carry out the share transactions for
their clients, they can do this directly but also via a growing
number of platforms that offer investment trusts including
AJ Bell, Interactive Investor, Embark, Nucleus, Raymond James,
Seven IM and Transact. For investors looking to find a financial
adviser, please visit www.unbiased.co.uk
For those investors who are happy to make
their own investment decisions:
Online Stockbroking Services – There are a number of real
time execution only stockbroker services which allow private
investors to trade online for themselves, manage a portfolio
and buy UK listed shares. Online stockbroking services include
AJ Bell, Interactive Investor, Barclays Stockbrokers, Halifax
Share Dealing and Hargreaves Lansdown.
As an investor holding shares through one of these platforms,
you are entitled to attend and vote at company general
meetings. For example, interactive investor allow you to vote
your shares at no extra cost through your account and new
customers are automatically signed up to the voting and
information service, which enables you to receive shareholder
materials and vote on decisions directly affecting your UK
registered shareholdings.
Please visit the AIC’s pages below for further information:
https://www.theaic.co.uk/how-to-attend-an-AGM
https://www.theaic.co.uk/availability-on-platforms/how-tovote-
your-shares
Share Dealing Services
The Company has also made arrangements with its share
registrars, Equiniti Limited, for investors to buy and sell shares
through the Shareview.co.uk service.
For telephone sales call 0345 603 7037 between 8.00am and
5.30pm for dealing and up to 6.00pm for enquiries, Monday
to Friday. For Internet sales log on to www.shareview.co.uk/
dealing
Forward-Looking Statements
Certain statements included in this Annual Report and
Financial Statements contain forward-looking information
concerning the Company’s strategy, operations, financial
performance or condition, outlook, growth opportunities or
circumstances in the countries, sectors or markets in which
the Company operates.
By their nature, forward-looking statements involve
uncertainty because they depend on future circumstances,
and relate to events, not all of which are within the
Company’s control or can be predicted by the Company.
Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove
to have been correct.
Actual results could differ materially from those set out in the
forward-looking statements. For a detailed analysis of the
factors that may affect our business, financial performance
or results of operations, we urge you to look at the principal
risks and uncertainties included in the Strategic Report within
this Annual Report.
No part of this Annual Report constitutes, or shall be taken
to constitute, an invitation or inducement to invest in Polar
Capital Global Healthcare Trust plc or any other entity and
must not be relied upon in any way in connection with any
investment decision. The Company undertakes no obligation
to update any forward-looking statements.
Corporate Information - Other continued
Annual Report and Financial Statements 2023 Polar Capital Global Healthcare Trust plc 111
Shareholder Information
Boiler Room Scams
Shareholders of Polar Capital Global Healthcare Trust plc may
receive unsolicited phone calls or correspondence concerning
investment matters. These are typically from overseas based
‘brokers’ who target UK shareholders, offering to sell them
what often turn out to be worthless or high risk shares in
U.S. or UK investments or offering to act on the shareholder’s
behalf on the payment of a retainer or similar in a spurious
corporate event. These operations are commonly known as
‘boiler rooms’. These ‘brokers’ can be very persistent and
extremely persuasive.
It is not just the novice investor that has been duped in this
way; many of the victims had been successfully investing for
several years. Shareholders are advised to be very wary of any
unsolicited advice, offers to buy shares at a discount or offers
of free company reports.
If you have been contacted by an unauthorised firm regarding
your shares the FCA would like to hear from you. You can
report an unauthorised firm using the FCA helpline on
0800 111 6768 or by visiting their website, which also has
other useful information, at www.fca.org.uk
If you receive any unsolicited investment advice:
Make sure you get the correct name of the person and
Organisation
If the calls persist, hang up
If you deal with an unauthorised firm, you will not be
eligible to receive payment under the Financial Services
Compensation Scheme. More detailed information on this or
similar activity can be found on the FCA website.
How to avoid investment and pension scams
If you’re suspicious, report it
You can report the �rm or scam to us by
contacting our Consumer Helpline on
0800 111 6768 or using our reporting form
using the link below.
If you’ve lost money in a scam, contact
Action Fraud on 0300 123 2040 or
www.actionfraud.police.uk
Reject unexpected o�ers
Scammers usually cold call, but contact
can also come by email, post, word of mouth
or at a seminar. If you’ve been o�ered an
investment out of the blue, chances are it’s
a high risk investment or a scam.
Check the FCA Warning List
Use the FCA Warning List to check the risks
of a potential investment – you can also search
to see if the �rm is known to be operating without
our authorisation.
Get impartial advice
Get impartial advice before investing – don’t use
an adviser from the �rm that contacted you.
Be ScamSmart and visit
www.fca.org.uk/scamsmart
1
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Polar Capital Global Healthcare Trust plc Annual Report and Financial Statements 2023112
Shareholder Information
Company Registration Number
7251471 (Registered in England)
The Company is an investment company as defined under
Section 833 of the Companies Act 2006.
Directors
Lisa Arnold (Chair)
Neal Ransome (Audit Committee Chair)
Andrew Fleming
Jeremy Whitley
Registered Office and Contact Address
for Directors
16 Palace Street
London
SW1E 5JD
Investment Manager and AIFM
Polar Capital LLP
16 Palace Street
London
SW1E 5JD
Authorised and regulated by the Financial Conduct Authority.
Telephone: 020 7227 2700
Website: www.polarcapital.co.uk
Portfolio Co-Managers
Mr. James Douglas
Mr. Gareth Powell
Company Secretary
Polar Capital Secretarial Services Limited
Represented by Tracey Lago, FCG
Depositary, Bankers and Custodian
HSBC Bank Plc
8 Canada Square
London
E14 5HQ
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
Solicitors
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2HS
Stockbrokers
Panmure Gordon & Co
One New Change
London
EC4M 9AF
Identification Codes
Ordinary shares
SEDOL: B6832P1
ISIN: GB00B6832P16
TICKER: PCGH
GIIN: ID3ME4.99999.SL.826
LEI: 549300YV7J2TWLE7PV84
Registrar
Shareholders who have their shares registered in their own
name, not through a share savings scheme or ISA, can
contact the registrars with any queries on their holding. Post,
telephone and internet contact details are given below.
In correspondence you should refer to Polar Capital Global
Healthcare Trust plc, stating clearly the registered name and
address and, if available, the full account number.
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Shareholder helpline: +44 (0) 800 313 4922
Contact Information
Contents
Overview
Your Business at a Glance 1
Highlights 2
Performance 3
Chair’s Statement 4
Board Apprentice Q&A 6
Board of Directors 7
Investment Team 8
Manager’s Report
Investment Manager’s Report 12
Ten Largest Investments 22
Full Investment Portfolio 23
Environmental, Social and Governance
Corporate Responsibility for ESG 25
Investment Perspective 27
ESG Dashboard 29
Governance
Strategic Report 32
Section 172 of the Companies Act 2006 39
Report of the Directors 42
Report on Corporate Governance 44
Audit Committee Report 52
Management Engagement Committee Report 59
Directors’ Remuneration Report 60
Statement of Directors’ Responsibilities 65
Independent Auditors’ Report 66
Financial Statements and Notes
Statement of Comprehensive Income 76
Statements of Changes in Equity 77
Balance Sheets 78
Cash Flow Statement 79
Notes to the Financial Statements 80
Shareholder Information
Alternative Performance Measures (APMs) 101
Glossary of Terms 103
Corporate Information – AGM 106
Corporate Information – Other
107
Contact Information 112
Purpose
The purpose of the Group, comprising
the Company and the wholly owned
subsidiary PCGH ZDP Plc, is to provide
a vehicle for investors in which assets
are invested across a diversified global
portfolio of healthcare stocks which aim
to deliver long term capital growth to
Shareholders. The purpose is achieved
through implementation of the
Investment Objective and investment
policies incorporating parameters to
ensure excessive risk is not undertaken.
Investment Objective
The generation of capital growth
through investments in a global
portfolio of healthcare stocks.
See more at: polarcapitalhealthcaretrust.co.uk
We were delighted to be awarded
winner of the Biotech and Healthcare
specialist sector at the Investment Week
- Investment Company of the Year
Awards in November 2023.
This document is printed on Galerie Satin,
a paper sourced from well managed,
responsible, FSC® certified forests and
other controlled sources. The pulp used in
this product is bleached using an elemental
chlorine free (ECF) process.
Annual Report and Financial Statements for the year ended 30 September 2023
Polar Capital Global Healthcare Trust plc
2023 Annual Report and Financial Statements for the year ended 30 September 2023