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BlackRock
Energy and Resources
Income Trust plc
Annual Report and Financial Statements 30 November 2022
Keeping in touch
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Financial
highlights
as at 30 November 2022
135.00p
1
Ordinary share price
+44.8%
2,3
144.92p
Net asset value (NAV) per ordinary share
+44.5%
2,3
4.40p
Total dividends per share
+7.3%
3.3%
3,5
Yield
£194.7m
Net assets
+61.1%
4
In many countries, the energy crisis has brought about a hardened resolve for an
accelerated transition to a greater share of renewable energy. Legislation such as the
Inflation Reduction Act in the USA is a demonstration of how willing governments are to
incentivise private capital to be deployed in a large scale across multiple industries that
need to transition to lower carbon footprints.
The above financial highlights are as at 30 November 2022 and percentage comparisons are year-on-year
against 30 November 2021.
1
Mid-market.
2
Share price and NAV performance are calculated in British Pound Sterling terms with dividends reinvested.
3
Alternative Performance Measures. See Glossary on pages
135 to 137.
4
The change in net assets reflects portfolio movements, the issue of shares and dividends paid during the
year.
5
Yield based on dividends paid and declared for the year ended 30 November 2022 and share price as at
30 November 2022.
Section 1: Overview and performance
1
2
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Why BlackRock
Energy and Resources
Income Trust plc?
Investment objective
The Company’s objectives are to achieve an annual dividend target and, over the long term, capital
growth by investing primarily in securities of companies operating in the mining and energy sectors.
Reasons to invest
A member of the Association of Investment Companies
Further details about the Company, including the latest annual and half-yearly financial reports, fact
sheets and stock exchange announcements, are available on the website at www.blackrock.com/uk/beri
Inflation sensitivity
A conviction-led approach to delivering
an attractive income, with the potential
to benefit from rising inflation from the
best ideas in the mining, traditional
energy and energy transition sectors.
Unconstrained by market cap or region,
the portfolio managers can invest in a
wide range of opportunities.
Yield
The Company offers an attractive 3.3%
dividend yield, as at 30 November
2022, as the managers focus on higher
quality companies with strong cash
flows that are good allocators of capital.
The Company’s global nature means
that the large majority of its holdings
generate earnings from businesses
around the world.
Flexibility
The Company’s flexibility means that
the portfolio will adapt as the demand
for mining, energy and energy transition
related stocks changes. Over the long
term, the team is able to change the
portfolio makeup to select the best
stocks to generate a sustainable
income.
Opportunities
Mining and energy companies lie at the
heart of the global economy. Without
them, countries cannot grow and
develop. A number of mining companies
provide everything from materials
to build wind turbines to lithium
for electric cars. These companies
provide an important role in the long-
term de-carbonisation of the global
economy. Energy companies power our
cars, our homes and drive economic
development. On the sustainable
energy side, the path to a lower carbon
global economy is forecast to disrupt
many industries and business models.
However, this evolution is also expected
to create remarkable opportunities.
Investment in a specialist trust gives
targeted exposure to these important
companies, as it is positioned to capture
such industry shifts and reap the
benefits from this transition.
Expertise
The Company’s assets are managed
by BlackRock’s Natural Resources
Team. The team have been running
Mining funds since 1993, Traditional
Energy funds since 1999 and Energy
Transition funds since 2001. The team
undertakes extensive, proprietary, on-
the-ground research to get to know the
management of the companies in which
they invest.
ESG Integration
Consideration of Environmental,
Social and Corporate Governance
(ESG) insights and data is
integrated
within the investment process. The
Team’s philosophy is that whilst
ESG is
only one of many factors that
should be considered when making
an investment, there is a positive
correlation between good ESG and
investment performance. Portfolio asset
allocation reflects this, with a significant
allocation to companies active in the
energy transition sector. More details in
respect of BlackRock’s approach to ESG
integration can be found on page 54
of the Annual Report.
Investors should
note that no ESG focused investment
strategy or exclusionary screens have
been adopted by the Company apart
from the exclusion of companies that
generate more than 25% of their
revenues from thermal coal production
in active and advisory portfolios.
Section 1: Overview and performance
3
Contents
Section 1: Overview and performance
Financial highlights
1
Why BlackRock Energy and Resources Income Trust plc?
2
Performance record
4
Chairman’s statement
5
Investment Manager’s report
11
Section 2: Portfolio
Distribution of investments
24
Ten largest investments
26
Investments
28
Section 3: Governance
Governance structure
34
Directors’ biographies
35
Strategic report
37
Directors’ report
56
Directors’ remuneration report
64
Corporate governance statement
70
Report of the audit and management engagement committee
75
Statement of Directors’ responsibilities in respect of the annual report and
financial statements
79
Section 4: Financial statements
Independent auditor’s report
82
Consolidated statement of comprehensive income
90
Consolidated statement of changes in equity
91
Parent company statement of changes in equity
92
Consolidated and parent company statements of financial position
93
Consolidated and parent company cash flow statements
94
Notes to the financial statements
95
Section 5: Additional information
Shareholder information
122
Analysis of ordinary shareholders
124
Historical analysis
125
Management & other service providers
126
AIFMD report on remuneration
127
Other AIFMD disclosures
131
Information to be disclosed in accordance with Listing Rule 9.8.4
132
Information to be disclosed in respect of investment in the People’s Republic
of China (PRC) via the Stock Connect
133
Glossary
135
Section 6: Annual general meeting
Notice of annual general meeting
140
Share fraud warning
144
4
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Performance record
As at
30 November
2022
As at
30 November
2021
Change
%
Net assets (£’000)
1
194,708
120,828
61.1
Net asset value per ordinary share (pence)
144.92
103.97
39.4
Ordinary share price (mid-market) (pence)
135.00
96.70
39.6
Discount to net asset value
2
6.8%
7.0%
Performance (with dividends reinvested)
Net asset value per share
2
44.5%
34.4%
Ordinary share price
2
44.8%
41.7%
For the year
ended
30 November
2022
For the year
ended
30 November
2021
Change
%
Revenue
Net profit on ordinary activities after taxation (£’000)
6,394
5,704
12.1
Revenue earnings per ordinary share (pence)
3
4.99
4.96
0.6
Dividends (pence)
1st interim
1.10
1.00
10.0
2nd interim
1.10
1.00
10.0
3rd interim
1.10
1.00
10.0
4th interim
1.10
1.10
0.0
Total dividends paid and payable
4.40
4.10
7.3
60
80
100
120
140
160
180
200
220
240
260
Nov 17
Nov 18
Nov 19
Nov 20
Nov 21
Nov 22
Share price performance
NAV performance
Sources: BlackRock and Datastream.
Performance figures are calculated on a mid-market basis in British Pound Sterling terms, with dividends reinvested.
Share prices and NAV at 30 November 2017, rebased to 100.
%
Performance from 30 November 2017 to 30 November 2022
1
The change in net assets reflects portfolio movements, the issue of shares and dividends paid during the year.
2
Alternative Performance Measures, see Glossary on pages
135 to 137.
3
Further details are given in the Glossary on page
137.
Section 1: Overview and performance
5
Dear
Shareholder
Adrian Brown
Chairman
Market overview
As the Company’s financial year began
on 1 December 2021, markets were
buoyant with many major indices
achieving either all-time highs or
pre-COVID-19 levels. However, supply
constraints coupled with increasing
demand as post-COVID-19 economic
activity restarted, caused inflation to
rise sharply. An already challenging
market environment was exacerbated
by Russia’s invasion of Ukraine and
the resulting humanitarian crisis. The
energy supply shock that resulted
drove energy prices ever higher,
pushing inflation to a 40 year high of
10.7
% in the UK in
November 2022. In
response, the Bank of England raised
interest rates to 3.50% by December
2022 with further increases on the
horizon which are likely to impact
consumer confidence in the UK.
Against this backdrop, the Traditional
Energy sector had the strongest
start to the year in both relative and
absolute terms (the MSCI World
Energy Index was up by 68.7% over
the year compared to an increase in
the MSCI ACWI Metals and Mining
Index of 14.8% – both in
Sterling
terms with dividends reinvested). In
contrast the Energy Transition portion
of the portfolio performed less well
as margins were impacted by cost
inflation, and a “growth” to “value”
rotation drove a sell-off in share prices
in high growth sectors. Your Company’s
portfolio was well-positioned to
weather these trends, as the portfolio
managers had increased Traditional
Energy exposure through 2021 and
into 2022 to stand at 31.0% at the
end of the year, and moved to lower
weighting in the Energy Transition
sector (21.9% at 30 November 2022).
Performance
I am pleased to report that your
Company has delivered another year
of exceptional performance, with
the Net Asset Value per share up by
an impressive 44.5% and the share
price by 44.8%. When combined with
the strong prior year performance to
30 November 2021, your Company’s
share price has increased by 105.1%
over the last two financial years
(all percentages in Sterling terms
with dividends reinvested). The
Company’s objectives are to achieve
both an annual dividend target and,
over the long term, capital growth.
Consequently, the Board does not
formally benchmark performance
against mining and energy sector
indices as meeting a specific dividend
target is not within the scope of
these indices. However, to set the
performance above in the context
of the market backdrop, the MSCI
All-Country World Index (“ACWI”)
was up 18.6% over the year ended
30 November 2021 and the same index
was down 3.5% over the year ended
30 November 2022 (all percentages
in Sterling terms with dividends
reinvested).
As noted above, the Board does not
formally benchmark the Company’s
performance against Mining and
Energy sector indices; for internal
monitoring purposes, however, the
Board compares the performance of
the portfolio against a bespoke internal
Mining and Energy composite index.
The neutral sector weightings of this
bespoke index are 40% Mining, 30%
Traditional Energy and 30% Energy
Transition.
Further information on investment
performance is given in the Investment
Managers’ Report.
Chairman’s statement
6
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Revenue return and
dividends
The Company’s revenue return per
share for the year to 30 November
2022 was 4.99 pence per share, a 0.6%
increase compared to the prior year
earnings per share of 4.96 pence. The
Board’s current target is to declare
quarterly dividends of at least 1.10
pence per share in the year to 30
November 2022, making a total of at
least 4.40 pence per share for the year
as a whole. This target represents a
yield of 3.3% based on the share price
of 135.00 pence per share as at 30
November 2022, and 3.0% based on
the share price at the close of business
on 30 January 2023. The dividend
target should not be interpreted as a
profit forecast.
The Board has decided
to maintain the annual dividend
target of at least 4.40 pence per share
for the year to 30 November 2023.
As a result the Board announced in
December 2022 that it would pay a
fourth quarterly dividend for the year to
30 November 2022 of 1.10 pence per
share (making total dividend payment
for the year of 4.40 pence per share).
The Company may also write options
to generate revenue return, although
the portfolio managers’ focus is on
investing the portfolio to generate an
optimal level of total return without
striving to meet an annual income
target and they will only undertake
option transactions to the extent that
the overall contribution is expected to
be beneficial to total return.
Gearing
The Company operates a flexible
gearing policy which depends on
prevailing market conditions. The
Company increased the overdraft
facility to £35.0 million during the
year and it is expected that gearing
will not exceed 20% of the Group’s net
assets. The maximum gearing used
during the period was 12.3%, and the
level of gearing at 30 November 2022
was 6.0%. Average gearing over the
year to 30 November 2022 was 6.1%.
For calculations, see the Glossary on
page 133.
Management of share rating
The Directors recognise the importance
to shareholders that the Company’s
share price should not trade at a
significant premium or discount
to NAV per share, and therefore, in
normal market conditions, may use
the Company’s share buyback, sale
of shares from treasury and share
issue powers to seek to address any
imbalance in supply and demand for
the Company’s shares in the market.
The Company’s shares traded at an
average discount of 2.9% over the year.
The shares started the year trading at
a discount of 7.0%; this widened out
to 9.2% in December 2021 but moved
to trade consistently at a premium in
January 2022, at which time (and with
a premium established), the Company
commenced selling its treasury
shares and subsequently issuing new
shares into market demand. During
the year, the Company issued/sold
18,137,837 ordinary shares (of which
2,747,643 ordinary shares were sold
from treasury) for net proceeds of
£22,785,000.
Since the year end and
up to 30 January 2023, the Company
issued 550,000 ordinary shares for
net proceeds of £802,000. All shares
were issued/sold at premiums to
the prevailing NAV per share and
were accretive to net assets. At the
Company’s annual general meeting
held on 15 March 2022, the Company
was granted authority to allot up
to 11,859,336 shares and/or sell
the same amount of shares held in
treasury on a non-pre-emptive basis
(being equivalent to 10 per cent of
share capital in issue at that time).
However, given the ongoing volume of
demand noted above
, the Board
sought
shareholder approval for additional
authority (approved by shareholders at
a General Meeting on 26 May 2022)
to
allot and/or sell from treasury a further
12,844,039 ordinary shares on a non-
pre-emptive basis over and above the
10% authority sought at the 2022
AGM
. This action was taken to ensure
that the Company could continue to be
able to allot new shares to meet market
demand and thereby help to manage
the premium to NAV at which the
shares were trading.
Subsequent to this, it was pleasing to
note that in June 2022 the Company
was promoted from the FTSE Fledgling
Index into the FTSE Small Cap Index
(and also therefore the FTSE All Share
Index) which generated additional
demand. Although macro events
weighed on markets and the Company
in the second half of the year, at the
time of writing, the Company’s shares
are trading at a premium again, with
550,000 shares having been issued
over the last month. The Board notes
that although the Company has in
previous years sought authority from
shareholders
at the AGM
to issue up to
10% of share capital with pre-emption
rights disapplied, to the extent demand
for the Company’s shares remains
strong, there is a possibility that this
will be insufficient to last until the
AGM in 2024
and the Company will
need to convene additional special
General Meetings in order to request
further authority. To minimise the cost
to shareholders and to ensure the
Company is positioned to issue into
Cumulative performance as at 30 November 2022
Performance to 30 November 2022
1 Year
change
%
2 Years
change
%
3 Years
change
%
5 Years
change
%
Since
inception
2
%
Net Asset Value (with dividends reinvested)
1
44.5
94.2
121.2
139.3
253.8
Share price (with dividends reinvested)
1
44.8
105.1
138.0
132.8
229.6
1
Alternative Performance Measures. Further details of the calculation of performance with dividends reinvested are given in the Glossary on
page 136.
2
The Company was launched on 13 December 2005.
Section 1: Overview and performance
7
market demand on a timely basis, the
Board is seeking additional shareholder
authority at the forthcoming Annual
General meeting to issue and allot
new shares for an additional 10% over
and above the 10% authority that is
usually sought. These issuance and
allotment authorities are structured
as four separate resolutions; two
seek to renew the Board’s power to
sell shares from Treasury and/or to
issue new shares, and to do so on a
non pre-emptive basis up to 10% of
the Company’s issued share capital,
with two equivalent resolutions for an
additional 10%. It should be noted that
any shares issued will be a premium to
the NAV per share. The Board believes
these resolutions are in shareholders’
best interests and encourages
shareholders to support them. There
can be no certainty that issuance will
continue at the same level; however by
seeking this additional 10% authority
concurrently with the usual 10%
authority, your Board is seeking to
ensure that the Company is position to
allot new shares into market demand
at minimal cost to shareholders.
Such issuance will also increase the
capital base over which the Company’s
fixed costs are spread, reducing the
Company’s ongoing charges ratio
and further minimising costs for
shareholders.
The Board is also mindful that there
was significant volatility in markets
over the second half of 2022, with
markets correcting in late June
2022 as fears over the potential
recessionary impact of central banks’
reaction to inflation pressures took
hold; this created challenges for
many investment companies as
the average discount for the sector
widened significantly. Your
Board has
monitored the market throughout this
volatile period and, in conjunction
with the Company’s broker, has given
consideration to the possibility of
buying back shares on a daily basis
to the extent the Company’s shares
were trading at a discount, although
no shares were bought back during the
period under review.
Placing Programme
As well as seeking authority to issue
an additional 12,844,039 shares as
described above, the Board also sought
authority at the
G
eneral Meeting
on 26 May 2022 to allot on a non-
pre-emptive basis up to 65 million
ordinary shares pursuant to a Placing
Programme (which would only proceed
with the publication of a prospectus,
if appropriate, in due course). This
authority expires on the earlier of (i)
the first anniversary of the date of the
prospectus and (ii) the 2024 AGM.
The
Board took this step to ensure that the
Company would not be as constrained
in its ability to issue new shares to meet
demand by the Prospectus Regulation.
However, due to the turn in markets
the Company ultimately did not utilise
any of this authority during the year
nor, therefore, did it need to publish a
prospectus.
The Board does not
currently anticipate
exhausting the capacity under the
aggregate 20% issuance authorities
being sought at the AGM based on
current issuance levels, but
the Board
keeps the situation under close review
and will take the necessary steps
to ensure that a prospectus can be
published on a timely basis if required
such that the Company can continue to
issue shares into market demand.
Board Composition
The Board supports the increasing
focus on independence, tenure
and succession planning set out in
the updated Financial Reporting
Council’s review of the UK Corporate
Governance Code. With this in mind,
the Board commenced a search in
2021 to identify a new Director to join
the Board, assisted by a third-party
recruitment firm, Odgers Berndtson.
Following a detailed evaluation of each
of the candidates, the Board selected
Carole
Ferguson who was subsequently
appointed with effect from 22 December
2021. Mrs Ferguson was elected as a
Director at the Annual General Meeting
held on 15 March 2022.
Further information on all of the
Directors can be found in their
biographies on pages 35 and 36.
Information on the recruitment and
selection process undertaken and
details of the Board’s policy on director
tenure and succession planning can
be found in the Directors’ Report on
page 59.
As previously advised in last year’s
Annual Report, my predecessor, Ed
Warner stood down from the Board at
the AGM on 15 March 2022. Ed joined
the Board in July 2013 and had acted
as the Chair since March 2015. The
Board
wishes to thank Mr Warner for
his many years of excellent service, and
for leaving the Company with the solid
base and clear direction, from which we
can all continue to build the Company
with confidence. We wish Ed the best
for the future.
Annual general meeting
arrangements
The AGM will be held in person at
12:00 noon on Monday, 13 March
2023 at the offices of BlackRock at
12 Throgmorton Avenue, London EC2N
2DL. Refreshments and a sandwich
lunch will be provided.
At present UK Government restrictions
on public gatherings are no longer in
force in connection with COVID-19
and we therefore intend to hold the
AGM in the normal way with physical
attendance by shareholders. However,
although unlikely, shareholders
should be aware that it is possible that
such restrictions could be reimposed
if required prior to the date of the
AGM and therefore we recommend
that as well as physical attendance,
shareholders also cast their votes by
proxy to ensue that their votes are
counted in the event that they are
unable to attend.
Shareholders who intend to attend
the AGM should ensure that they
have read and understood the venue
requirements for entry to the AGM.
These requirements, along with
further information on the business of
this year’s AGM, can be found in the
Directors Report on
pages 60 to 62.
The Board very much looks forward to
meeting shareholders and answering
any question you may have on the day.
We hope you can attend this year’s
AGM
; light refreshments will be made
available to shareholders who have
attended the AGM.
Market outlook and
portfolio positioning
With the impact of the COVID-19
pandemic receding, the longer-term
implications for the global economy
are beginning to play out, compounded
by increased geopolitical tensions.
Commodity prices remain elevated,
partly due to the war in Ukraine and
the continued sanctions on Russia,
while labour markets remain tight,
underpinning higher inflation trends
in the US and Europe. This has put
increasing pressure on central banks to
raise interest rates, increasing the risks
to economic growth. However, either
way, it is likely that inflation remains
entrenched above central bank targets
for some time to come. Against a
weakening economic outlook, the
company’s portfolio remains weighted
towards well-capitalised companies
in the mining and traditional energy
sector with scope to reinvest in growth
opportunities in the energy transition
sector which has derated over the
last year.
Against this volatile and uncertain
market backdrop, the flexibility of the
Company’s investment mandate, with
the ability to shift exposure between
Traditional Energy, Energy Transition
and Mining sectors, means it is
effectively positioned to serve investors
well. Despite the current uncertainty,
the longer-term drive by governments
across the globe to decarbonise the
energy supply chain and create a
greener energy infrastructure is here
to stay, and has been given increased
focus by the events in Ukraine. Over
the long term, capital investment
in the relevant infrastructure and
technological advances will create
compelling investment opportunities
both in the Energy Transition sector
and for the companies that service the
associated supply chains. The Board is
confident that the Company remains
well-placed to benefit from these key
investment trends.
I look forward to seeing shareholders
at the forthcoming Annual General
Meeting.
Adrian Brown
1
February 2023
Section 1: Overview and performance
11
Investment
Manager’s
report
Market overview
The phrase “paradigm shift” is often over-used but it seems entirely appropriate
when reflecting on the investment landscape in 2022. For much of the prior
decade, markets have been characterised by low inflation, very low interest rates
and relatively abundant, cheap energy with the many benefits this enabled. The last
year has seen a major shift in these three factors with profound impacts on major
financial asset classes and individual securities, as well on society more broadly.
We now look set to enter a phase of the market cycle where inflation will be more
of a factor, energy availability will be a critical question facing countries/industries
and also capital will come with a higher cost.
This is going to require investors to find lessons further back in history than
just the last ten years and have portfolios that are able, and willing, to adapt to
changing circumstances. We would assert that the evolution of this Company’s
strategy almost 3 years ago puts it in such a position to take advantage of the
investment opportunities that invariably come with times of rapid change.
The geopolitical events of early 2022 accelerated and magnified trends already
present in parts of the energy market where underinvestment had left little spare
capacity and even less resilience to any external shock or supply disruption.
Tom Holl
Mark Hume
There was a clear divergence in performance between European Energy companies
and their North American peers. ExxonMobil, for instance, was up +82% compared with
Shell Plc which was up 33% over the same period.
PHOTO COURTESY OF CONOCOPHILLIPS
12
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
One of the consequences of the
most recent energy crisis has been to
raise the question of energy security
in many countries. The short-term
responses vary between countries,
but one of the clear longer-term
consequences is a hardened resolve
to transition to a greater share of
renewable energy and to accelerate
the energy transition. Legislation such
as the Inflation Reduction Act in the
USA is a demonstration of how willing
governments are to ensure the correct
incentives are in place to incentivise
private capital to be deployed on a
large scale across multiple industries
that need to transition to lower carbon
footprints. Some of the growth stocks
in the equity market, that are exposed
to the energy transition, have come
under short-term selling pressure with
rising interest rates supressing the
market’s appetite for growth stocks.
However, the regulatory backdrop
and the economics of transition
technologies likely underpins longer-
term earnings growth here, so for the
Company, it is likely a matter of when,
rather than if, we increase the exposure
to these energy transition companies.
Commodity
30 November
2022
30 November
2021
% change
2022 on 2021
Average Price %
Change
1
Base Metals (US$/tonne)
Aluminium
2,448
2,635
-7.1
13.1
Copper
8,227
9,516
-13.5
-2.5
Lead
2,182
2,318
-5.9
-0.7
Nickel
26,892
20,005
34.4
40.0
Tin
23,045
39,905
-42.3
6.4
Zinc
3,050
3,289
-7.3
19.0
Precious Metals (US$/ounce)
Gold
1,751.9
1,780.1
-1.6
-0.2
Silver
21.7
22.8
-5.0
-14.3
Platinum
1,025.0
944.0
8.6
-12.8
Palladium
1,908.0
1,767.0
8.0
-13.8
Energy
Oil (WTI) (US$/barrel)
80.5
66.2
21.6
43.3
Oil (Brent) (US$/barrel)
85.6
70.6
20.8
46.1
Natural Gas (US$/Metric Million British Thermal Unit)
7.0
4.6
54.9
65.7
Bulk Commodities (US$/tonne)
Iron ore
103.0
100.0
3.0
-26.0
Coking coal
265.0
317.5
-16.5
62.0
Thermal coal
398.5
152.0
162.2
161.9
Equity Indices
MSCI ACWI
2
Metals and
Mining Index (US$)
369.8
357.7
3.4
n/a
MSCI ACWI
2
Metals and Mining Index (£)
516.6
449.9
14.8
n/a
MSCI
3
World Energy Index (US$)
255.5
168.3
51.8
n/a
MSCI
3
World Energy Index (£)
356.9
211.6
68.7
n/a
Source: Datastream.
1
Average of 01/12/20-30/11/21 to 01/12/21-30/11/22
2
Morgan Stanley Capital International All Country Weighted Index
3
Morgan Stanley Capital International
The Company delivered another excellent year of returns,
with a share price total return of 44.8%.
Section 1: Overview and performance
13
Portfolio activity &
investment performance
In contrast to the challenges faced
by broader equity markets and the
deluge of negative headlines through
the year, the Company delivered
another excellent year of returns, with
shareholders experiencing a share
price total return of 44.8% and NAV
total return of 44.5% (all percentages
are in British Pound Sterling with
dividends reinvested).
In the second half of the year, oil
markets steadily sold off from over
US$110 per barrel at the end of May
to US$80 per barrel by the Company’s
year-end. However traditional energy
equities held up remarkably well, with
a wide performance differential versus
the underlying commodity as shown in
Figure 1 below.
Given this dislocation, we reduced
the percentage of the Company’s
assets invested in traditional energy
companies in the latter part of the year
and also rotated some of the holdings
within the traditional energy holdings
to reduce the oil price sensitivity
(commodity beta) of the portfolio.
Also in terms of reducing positions in
the second half of the year, we pared
back some of our lithium mining
exposure. As discussed in the Mining
section later in this report, lithium
prices had a terrific year and the
lithium producing equities performed
Battery-related metals, in particular lithium, enjoyed incredible price increases during the year.
PHOTO COURTESY OF ALBEMARLE
150
170
190
210
230
250
270
60
70
80
90
100
110
120
130
West Texas Intermediate (front month, US$ per barrel)
MSCI World Energy Index (US$, right hand side (RHS))
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
West Texas Intermediate (US$ per barrel)
MSCI World Energy Index (US$)
Figure 1: Performance of energy equities versus the underlying oil price
Source: Bloomberg, December 2022.
14
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
extremely well. With two of the three
main Electric Vehicles (EV) subsidies
in China set to finish at the end of
2022 and a gloomy outlook for US
discretionary spending, we took profits
but retained some modest positions.
On the other side of these sales,
we added to holdings in some of
our energy transition and other
mining companies
. Given the
underperformance of growth
companies versus value companies
over the last year, a number of energy
transition companies that we see
as long-term winners had become
meaningfully cheaper in terms of
earnings multiples towards the end of
the period. Whether we have timed the
exact bottom here remains to be seen
but we are confident that on a longer-
term view, the recent entry points
will prove to be attractive. Regarding
mining, again it is tough to pick a
precise turning point in China given
the key driver there is government
policy regarding COVID-19 restrictions.
However, there was a clear pivot during
the fourth quarter of 2022, which
gave us the confidence to add to a
number of mining positions where
the underlying commodities will likely
benefit from better real estate and
infrastructure activity in China in 2023.
Income
This year was a strong year for the
Company’s income. The strength
of commodity prices, in particular
energy commodities, combined
with the financial discipline of the
companies, resulted in a plethora
of ordinary dividend increases and
special dividends. The decision to
be overweight in traditional energy
companies for most of the period also
helped boost the dividend income
received, as this overweight was funded
by an underweight to energy transition
companies, which typically pay meagre
dividends.
The income received by the Company
was also helped during the year by
a weaker British Pound Sterling. The
average US Dollar – British Pound
Sterling exchange rate for 2022 was
$1.24, compared to $1.38 for 2021.
With most of the Company’s portfolio
companies paying dividends in US
Dollars, this was a helpful tailwind for
income.
As discussed elsewhere in this report,
the balance sheets of the mining
companies and traditional energy
companies remain in great shape.
However, given the recent pullback
in oil prices and the incremental
increases in capital expenditure
guidance from mining companies
for 2023, the probability of further
dividend increases next year is
quite low.
As in 2021, option activity was relatively
modest in 2022 when compared to
the late 2010s for the Company. The
market volatility presented a number
of attractive put writing opportunities
during the year that we took advantage
of. These trades were typically quite
well-timed with only a minority of the
options maturing in the money and
being exercised against us.
Mining
If you had known at the start of
2022 that China, the world’s largest
consumer of mined commodities,
would remain in various states of
lockdown through almost the entire
year then it is highly likely you would
have forecast a tough year for the
-35%
-30%
-25%
-20%
-15%
-10%
-5%
0%
5%
10%
Guidance Change 2022 (%)
Copper Mountain Mining
Vale
MMG
Hudba y Minerals
Codelco
First Quantum Minerals
Asarco*
Glencore
OZ Minerals
Anglo American
Sandfire Resources
Antofagasta
Lundin Mining
Southern Copper
Freeport McMoran
29 Metals
BHP
Ero Copper
KGHM Polska Miedz
Rio Tinto
Teck Resources
CS Mining
Ivanhoe Mines
Figure 2: Copper Production Guidance Revisions During 2022
by company
Source: Global Mining Research, Company data* Gruppo Mexico USA business excludes Southern Copper.
Section 1: Overview and performance
15
mining sector. Whilst the sector did
only deliver a modest positive return,
it was still better than broader markets
with the MSCI Metals
and Mining Index
total return of +10.0% compared to the
S&P 500 Index total return of -9.
2%
and the FTSE 100 Index
total return
of -3.4% (all in US$, total return for
the year ended 30 November 2022).
Encouragingly, the Company’s mining
holdings performed very well during
the year too – so what drove the strong
performance despite much of
China’s real estate sector being weak
throughout the year?
There were two key factors – supply
challenges persisted across a number
of commodities and demand for those
commodities related to the energy
transition surprised even the most
optimistic of forecasts.
Looking more closely at the first
driver – the supply challenges. We
noted these in the interim report,
specifically in relation to copper supply
falling short of expectations from
large producers such as Chile. These
disappointments were not just isolated
to Chile – as the chart in Figure 2 on
page 14 shows, copper companies
with operations across the world
downgraded production guidance
relative to their aspirations at the start
of the year.
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
-400
-300
-200
-100
0
100
200
300
400
500
600
2019
2020
2021
2022 (estimated)
2023 (estimated)
Copper Inventory Weeks Demand (wk)
Copper surplus/(Deficit)(kt)
Copper Surplus (Deficit) (kt)
Number of Weeks Consumption (RHS)
Global Inventory getting tighter
Figure 3: Global Copper Market Deficit 2019-2023 (estimated)
Source: Global Mining Research, International Copper Study Group.
0
1,000
2,000
3,000
4,000
5,000
6,000
2021-2024
2012-2016
2003-2007
3,000
5,540
3,139
Current Round
of Growth
less than
Last Cycle
Copper Production Growth (kt)
Figure 4: Global Copper Supply Growth Showing Current Growth Cycle Is Weak
Source: Global Mining Research.
16
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
We are not seeing this reverse – those
companies that have guided for 2023
have so far tended to bring down
numbers again compared to previous
guidance as shown in the chart in
Figure 3 on page 1
5. This is likely to
lead to a deficit of supply relative to
demand again in 2023, which will
tighten global inventories and be
supportive of copper prices.
Looking out beyond 2023 does not
offer much relief on the supply side
for copper. The lack of significant
discoveries in the last decade, the
challenges to permit new mines and
the discipline of companies have all
combined to result in a ripple, rather
than a wave, of new supply. This can
be seen in the chart in Figure 4 on
page 15 – it is worth noting that the
copper market has grown a few percent
a year over the last 20 years so as a
proportion of supply/demand, the
chart would be even more extreme.
Given the scarcity of good quality
copper assets, we saw M&A in this
space again during the second half of
the year. BHP made an approach for
Australian-focused copper miner OZ
Minerals that was initially rebuffed
but a higher offer, conditional on due
diligence, was later accepted by their
board. The Company was a holder of
OZ Minerals having also generated
income via put option selling after the
first bid was deemed insufficient. With
this scarcity of copper assets likely to
get more acute over the next decade,
the Company also took positions in
two earlier stage copper companies,
that have exploration and development
potential, and crucially have proven
management teams/boards,
something often lacking at the smaller
end of the market.
The second positive tailwind for the
mining sector was the continued
growth in demand for mined
commodities from energy transition
related applications. Battery related
metals, in particular lithium, enjoyed
huge price increases during the
year as demand from electric car
manufacturers drove prices to all-
time highs (as shown in the chart in
Figure 5 below). The price at the end
of the year is well above the incentive
price to encourage the development
of new supply. However with all of the
challenges of permitting new mines,
financing them and then constructing
them, we would expect the lithium price
to remain well above the top end of the
cost curve for years to come.
Energy Transition
Macro events once again played
an important role in shaping price
performance across the energy
transition universe. On the one hand,
persistently higher-than-expected
inflation
shown in the chart in Figure
6 on page 17 has continued to cause
margin headwinds for many of the
renewables and autos manufacturers.
On the other hand, the unprecedented
rise in interest rates across the curve
has placed downward pressure on
valuation multiples for longer-duration
growth stocks, many of which reside in
the energy transition space.
Energy policy has also played a hand
in 2022. The Biden Administration
announced the Inflation Reduction
Act (IRA) during the summer. The
IRA will direct nearly $400 billion
in federal funding towards clean
energy and,
according to a McKinsey
1
article, “represents the third piece of
legislation passed since late 2021
that seeks to improve US economic
competitiveness, innovation and
industrial productivity”. Several
tax credit modifications have
been included in the IRA including
production credits for nuclear ($15/
megawatthours) and subsidies for
hydrogen ($3/kilogram). Interestingly,
many of the IRA incentives contain
criteria which proactively reward
Source: Bloomberg, December 2022.
1
https://www.mckinsey.com/industries/public-and-social-sector/our-insights/the-inflation-reduction-act-heres-whats-in-it
0
10000
20000
30000
40000
50000
60000
70000
80000
90000
Dec-17
Mar-18
Jun-18
Sep-18
Dec-18
Mar-19
Jun-19
Sep-19
Dec-19
Mar-20
Jun-20
Sep-20
Dec-20
Mar-21
Jun-21
Sep-21
Dec-21
Dec-22
Mar-22
Jun-22
Sep-22
US$ per tonne
Figure 5: Lithium carbonate price
Section 1: Overview and performance
17
investments which encourage
extraction, processing and
manufacturing in the United States.
This provided a significant positive
tailwind to stocks with exposure to
solar, wind and hydrogen with the S&P
Global Clean Energy Index jumping
almost 20% following the initial
announcement as shown in the chart
in Figure 7 above.
Russia’s invasion of the Ukraine in
February upended global energy and
power markets. Prices for natural gas in
the UK hit record highs in recent weeks
as shown in the chart in Figure 8 below
as Europe struggles to fully replace
Russian gas imports. Europe faces
a tough few years ahead as it weans
itself off Russian natural gas imports.
Natural gas prices impact both power
prices and industrial feedstock costs,
and Europe’s ‘energy burden’ has
increased far in excess of the United
States
;
as shown in the chart in Figure
9 below, leaving the latter in a much
stronger position both in terms of the
energy transition and of industrial
competitiveness. In order to combat
soaring energy costs, European policy
makers enacted several measures
0
1
2
3
4
5
6
7
2020
2021
2022
2023
2024
2025
Core CPI, %pa
US Core CPI
Economist Forecasts
Current 5-yr
Breakeven
Source: Bloomberg. Sector US$ price performance rebased.
Source: Bloomberg.
Figure 6: US Core CPI Inflation Forecasts and
Breakeven Rates, 2021-25e
40
60
80
100
120
140
160
Nov-21
Price Performance Rebased, (x)
Jan-22
Mar-22
May-22
Nov-22
Sep-22
Energy
Mining
Wilderhill Clean Energy
S&P Global Clean Energy
Utilities
Figure 7: Sector Price Performance, US$ Rebased
0
100
200
300
400
500
600
700
800
Jan-21
Jul-21
Jan-22
Jul-22
Dec-22
GBP/MWh
UK gas prices
UK power prices
Figure 8: UK Natural Gas and Power Prices,
2021 to date
0
100
200
300
400
500
600
2010
Rebased to 2010-’19 Average prices
EU gas prices
US gas prices
UK power prices
European gas & power prices have
risen > 5x vs 2010-'19 average
2012
2014
2016
2018
2020
2022
Figure 9: UK Power, European and US Natural
Gas Prices
Source: Bloomberg.
Source: Bloomberg.
18
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
aimed at capping prices and providing
subsidies to consumers ahead of peak
demand in winter. Whilst gas demand
has retrenched by almost 25% in
recent months (relative to the prior
five-year average), markets remain at
the mercy of weather. We expect gas
and power market tightness to keep
prices high right the way through next
winter.
Traditional Energy
Through November 2022, the traditional
energy sector posted another strong
positive total shareholder return, up
+45.0% as shown in the chart in Figure
10 above, following +38.0% in the prior
fiscal year. The MSCI All-Country World
Index (ACWI) was down -11.0% and up
+20.0% over the same periods. With a
strong tailwind from rising commodity
prices, a continued focus on cost savings
and material stock buybacks, the
traditional energy sector posted some
of the strongest positive cash flow per
share revisions in its history, explaining
a large proportion of its positive absolute
performance, as shown in the chart in
Figure 11 above.
As we outlined last year, a key pillar
of our investment case for traditional
energy was that of discipline. Following
more than a decade of poor returns on
and of capital, the energy sector was
finally on a path to moderate spending,
reduce leverage and return excess free
cash flow to long-suffering investors.
Management teams are increasingly
incentivised to focus on per share
metrics rather than topline growth.
The result has been increasing cash
flow and, in turn, improved stock price
performance.
One other notable change in company
strategy in the last 2 years has been
the amount of capital now being
allocated towards lower carbon
business opportunities. The pace of
investment into these areas should
not be overlooked, as more oil and
gas companies start to lean into the
energy transition, seeking to meet
customers’ needs to reduce their own
carbon footprints. Capital investment
into energy projects is also rising as
shown in the chart in Figure 12 on
page 19, albeit not at the same pace as
activity levels, as the North American
energy industry faces its own inflation
challenges. The US-focused upstream
Exploration and Production
sector
as shown in the chart in Figure 13 on
page 19, are facing double digit service
cost inflation which, in the absence
of sharply higher commodity prices,
is likely to see free cash flows under
pressure in 2023.
From a regional perspective, the
divergence in performance between
European Energy companies and North
American peers was stark. By way of
example, ExxonMobil was up by +82%
compared with Shell (up by +33% over
the period). Part of this reflects
the fact
that the European Energy companies
in aggregate cut dividends markedly
during COVID-19, whilst large
-cap
North American peers did not suffer
the same ignominy. Yield seeking
investors were rightly chastened by this
as European Energy companies had
represented a bastion of income for a
long time. We continue to believe that
there is a material swathe of European
investors that remain reluctant to own
traditional energy companies based on
their carbon footprint. Notwithstanding
the challenges in negotiating these
regulations, we continue to believe
that many of these traditional energy
companies can be a part of the solution
rather than the sole root of the problem.
Put simply, these companies can
-40
-30
-20
-10
0
10
20
30
40
50
Energy
Utilities
Consumer Staples
Health
Materials
Financials
Industrials
Real Estate
Technology
Consumer Discretionary
Telecommunications
Total Shareholder Return, %
Figure 10: MSCI Sector Total Shareholder Return
(TSR)*, US$, Nov 2021 to Nov 2022
Energy
Technology
Financials
Health
Consumer Discretionary
Industrials
Consumer
Staples
Telecommunications
Materials
Utilities
Real Estate
-40
-30
-20
-10
0
10
20
30
40
50
60
-20
-10
0
10
20
30
40
50
Price Performance, %
Cash Flow Per Share Change, %
Figure 11: MSCI Sector Cash Flow Revisions** vs
Stock Performance
Source: Bloomberg. *TSR assumes gross dividend reinvested. **Change in forward 12-month consensus cash flow per share forecasts from 30th November 2021 to
30th November 2022.
Section 1: Overview and performance
19
help investors navigate through the
energy transition by providing secure,
affordable energy today as well as
profitably decarbonising for tomorrow.
Arguably the most important macro
event in global energy markets was
Russia’s invasion of Ukraine at the
end of February. Europe’s reliance on
Russian energy (and food) imports
was laid bare sending natural gas and
power prices to record levels. In stark
contrast to natural gas and power
prices, crude oil peaked in the summer
of 2022, before retrenching back to
pre-invasion levels. This partly reflects
the fact that oil is more fungible and
has largely found new markets as
Europe instigated its ‘ban’ on Russian
imports effective 5 December, 2022.
Substituting natural gas is far more
challenging albeit not impossible. New
sources are already making their way in
from US Liquified Natural Gas as well
as fresh investment stimulating higher
imports from North Africa. But, all of
this will take time, requiring demand to
recalibrate lower in the next 1-2 years
to help balance the market. Whilst
governments have already pushed
through price caps across gas and
power markets and industrial users
have ratcheted back consumption,
residential consumers continue to
respond to cold weather leaving higher
prices the route to rebalancing markets
as shown in the charts in Figure 8 and
Figure 9 on page 1
7.
Outlook
The year 2022 was marked by a flurry
of unexpected events from the invasion
of Ukraine to the replumbing of
global energy markets, or the Federal
Reserve’s pivot from quantitative
easing to quantitative tightening. We
continue to believe that inflation will be
persistently higher than recent years
as the world looks to replumb supply
chains across multiple industries. All
of this is set against a backdrop of
continued geopolitical fragmentation.
Yet, rapidly rising interest rates and
the subsequent hit to equity values are
gradually opening up some attractive
opportunities across our investment
universe, even as economic recession
looms large across the globe.
Traditional commodities are in an
unusual spot in the cycle. China is
finally exiting COVID-19 induced lock
downs. We doubt it will be a smooth
restart across the Chinese economy
but the underlying pull on demand
for traditional commodities will cast a
strong positive tailwind for oil prices
as shown
in Figure
14 on page 20,
with incremental oil demand in the
coming months in the order of 0.5-1.0
million barrels per day. This should be
contrasted against recent downgrades
to US shale oil production of almost
1.0 million barrels per day as shown
in Figure 15
on page 20. Industrial
mined commodities are also likely
to be well supported as the Chinese
economy regains its pre-COVID-19
levels and renewables demand for
copper, nickel, lithium and aluminium
continues apace. This comes at a time
when investment in supply across the
traditional commodities space remains
at historic lows. Recent commentary
from the US Administration stated an
ambition to replenish the US Strategic
Petroleum Reserve at oil prices
between US$67-71 per barrel.
0
50
100
150
200
250
4Q20
Capital Expenditure, Rebased
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
IOC: Integrated Oil Company
E&P: Exploration & Production
OFS: Oilfield Services
INFRA: Infrastructure
R&M: Refining & Marketing
Figure 12: North American Capital Expenditure
Forecasts, Rebased*
Figure 13: North American Free Cash Flow
Forecasts**, Rebased*
0
200
400
600
800
1,000
1,200
4Q20
Free Cash Flow, Rebased
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
IOC: Integrated Oil Company
E&P: Exploration & Production
OFS: Oilfield Services
INFRA: Infrastructure
R&M: Refining & Marketing
100
300
500
700
900
1,100
Source: Bloomberg. *Rolling 12-month forward consensus capex forecasts for North American energy companies rebased to 4Q
2020
. **Rolling 12-month forward
consensus organic free cash flow forecasts for North American energy companies rebased to 4Q
2020.
20
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
Policy will continue to be a strong
driver of equity performance next year.
Yet, the need to balance energy security
with decarbonisation is set to drive
diverging policy agendas in different
regions. Indeed, we believe that in
many instances policy ambitions
around decarbonisation continue to
run ahead of demand-side behaviour.
This consumer inertia is causing severe
bottlenecks across supply chains and a
repricing of both traditional energy and
electricity base load prices.
In Europe, for instance, energy
security concerns have galvanised
policy makers to strive for ever more
ambitious renewables targets. Spurred
by the invasion of the Ukraine, the
27 countries within the European
Union will play a key role in driving
an increase in global renewables
capacity of almost 2,400GW through
2027 according to the IEA’s latest
renewables report
1
. This represents an
85% acceleration from the previous
five years, and almost 30% higher
than what was forecast in last year’s
report. Whilst this ambitious growth
outlook bodes well for many of our
companies, we are acutely aware that
permitting remains a key impediment
to expediting this growth.
Tom Holl and Mark Hume
BlackRock Investment Management
(UK) Limited
1 February 2023
Figure 14: China Oil Demand*
10
11
12
13
14
15
16
17
Mar-19
Dec-19
Sep-20
Jun-21
Mar-22
Dec-22
Sep-23
million barrels per day
Demand
2020
2021
Figure 15
: US Oil Supply Forecasts**
10.0
10.5
11.0
11.5
12.0
12.5
13.0
13.5
Jan-22
Apr-22
Jul-22
Oct-22
Jan-23
Apr-23
Jul-23
Oct-23
million barrels per day
Act.
Jun-22
Aug-22
Nov-22
Downgrade =0.9 mnbpd
Source: Bloomberg.
*International Energy Agency (IEA) Oil Market Report, December 2022.
** IEA Short Term energy Outlook, November 2022.
1
Source: IEA, Renewables 2022, IEA, Paris
https://www.iea.org/reports/renewables-2022,
License: CC BY 4.0
.
Section 2: Portfolio
23
Portfolio
One of the world’s largest producers and marketers of copper,
Glencore was the portfolio’s largest holding at year end. The globally
diversified natural resources giant also produces and markets cobalt,
zinc, nickel and ferroalloys.
PHOTO COURTESY OF GLENCORE
24
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Distribution of investments
as at 30 November 2022
Asset allocation – Commodity
Asset allocation – Geography
Global 56.8%
United States of America 19.2%
Canada 10.3%
Brazil 4.4%
Germany 3.7%
Australia 3.0%
Latin America
1
1.7%
France 0.5%
Ireland 0.4%
Source: BlackRock.
1
Latin America represents Argentina.
Mining (47.1%)
Traditional Energy (31.0%)
Energy Transition (21.9%)
Energy Efficiency 6.4%
Electrification 6.3%
Renewables 4.9%
Transport 4.3%
Exploration & Production 16.2%
Integrated 10.5%
Oil Services 2.1%
Refining & Marketing 1.2%
Distribution 1.0%
Diversified 22.2%
Copper 8.9%
Industrial Minerals 6.0%
Aluminium 3.6%
Steel 2.4%
Gold 1.1%
Diamonds 0.9%
Uranium 0.8%
Iron 0.6%
Nickel 0.6%
Traditional Energy (31.0%)
Energy Transition (21.9%)
Mining (47.1%)
Source: BlackRock.
10
7
4
1
9
6
3
8
5
2
PHOTOS COURTESY OF GLENCORE, BHP, TECK RESOURCES, FIRST QUANTUM, VALE, PHOTOGRAPHIC SERVICES – SHELL INTERNATIONAL LTD., BP, CONOCOPHILLIPS,
CANADIAN NATURAL RESOURCES.
Section 2: Portfolio
25
26
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Ten largest
investments
1
Glencore
(2021: 2nd)
Diversified mining group
Market value: £15,024,000
Share of investments: 7.3% (2021: 5.8%)
One of the world’s largest globally diversified natural
resource groups. The group’s operations include
approximately 150 mining and metallurgical sites and oil
production assets. Glencore’s mined commodity exposure
includes copper, cobalt, nickel, zinc, lead, ferroalloys,
aluminium, iron ore, gold and silver.
2
Vale
(2021: 1st)
Diversified mining group
Market value: £9,000,000
Share of investments: 4.4%
1
(2021: 5.9%)
One of the largest mining groups in the world, with
operations in 30 countries. Vale is the world’s largest
producer of iron ore and iron ore pellets, and the world’s
largest producer of nickel. The group also produces
manganese ore, ferroalloys, metallurgical and thermal
coal, copper, platinum group metals, gold, silver, cobalt,
potash, phosphates and other fertiliser nutrients.
3
BHP
(2021: 4th)
Diversified mining group
Market value: £8,667,000
Share of investments: 4.2% (2021: 3.8%)
The world’s largest diversified mining group by market
capitalisation. The group is an important global player in a
number of commodities including iron ore, copper, thermal
and metallurgical coal, manganese, nickel, silver and
diamonds. BHP also has significant interests in oil, gas
and liquefied natural gas.
Section 2: Portfolio
27
4
Teck Resources
(2021: 30th)
Diversified mining group
Market value: £7,516,000
Share of investments: 3.6% (2021: 1.4%)
A diversified mining group headquartered in Canada. Teck
Resources is engaged in mining and mineral development
with operations and projects in Canada, the US, Chile and
Peru. The group has exposure to copper, zinc, steelmaking
coal and energy.
5
First Quantum Minerals
(2021: 6th)
Copper producer
Market value: £7,128,000
Share of investments: 3.5%
2
(2021: 2.5%)
A Canadian-based mining and metals company
whose principal activities include mineral exploration,
development and mining. Its main product is copper.
6
Shell
(2021: n/a)
Integrated oil group
Market value: £6,698,000
Share of investments: 3.2% (2021: n/a)
A British publicly traded multinational oil and gas group
headquartered in London. Shell is one of the world’s
largest independent energy companies, operating in
more than 70 countries. Shell explores and produces
energy products - fuels, oil, natural gas, lubricants, LPG,
chemicals; including 100% renewable electricity by
Shell Energy.
7
BP
(2021: n/a)
Integrated oil group
Market value: £6,025,000
Share of investments: 2.9% (2021: n/a)
A British multinational oil and gas company
headquartered in London. BP is one of the oil and gas
“supermajors” and one of the world’s largest companies
measured by revenues and profits. It is a vertically
integrated company operating in all areas of the oil
and gas industry, including exploration and extraction,
refining, distribution and marketing, power generation,
and trading; including low carbon businesses.
8
ConocoPhillips
(2021: 7th)
Exploration & Production
Market value: £5,570,000
Share of investments: 2.7% (2021: 2.7%)
An American multinational corporation engaged in
hydrocarbon exploration. ConocoPhillips is one of the
world’s largest independent Exploration & Production
(E&P) companies based on production and proved
reserves. It has operations in 15 countries and are
committed to the efficient and effective exploration and
production of oil and natural gas.
9
NextEra Energy
(2021: 53rd)
Electrification
Market value: £5,173,000
Share of investments: 2.5% (2021: 0.8%)
NextEra Energy is America’s premier clean energy leader
and the world’s largest producer of wind and solar
energy. The company has a dominant market share in a
structurally growing renewables market.
10
Canadian Natural Resources
(2021: 12th)
Exploration & Production
Market value: £5,147,000
Share of investments: 2.5% (2021: 2.1%)
A senior Canadian oil and natural gas company. The
company has a diversified portfolio of assets in North
America, the UK North Sea and Offshore Africa.
1
1.1% relates to interest in Vale shareholder debentures.
2
1.5% relates to fixed interest holdings in First Quantum Minerals.
All percentages reflect the value of the holding as a percentage of total
investments. For this purpose, where more than one class of securities is held,
these have been aggregated. The percentages in brackets represent the value of
the holding as at 30 November 2021.
Together, the ten largest investments represent 36.8% of total investments
(ten largest investments as at 30 November 2021: 36.4%).
28
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Investments
as at 30 November 2022
Main
geographic
exposure
Market
value
£’000
% of
investments
Mining
Diversified
Glencore
Global
15,024
7.3
Vale
Brazil
6,735
}
4.4
Vale Debentures*
Brazil
2,265
BHP
Global
8,667
4.2
Teck Resources
Global
7,516
3.6
Anglo American
Global
2,839
1.4
Trident
Global
1,907
0.9
Rio Tinto
Global
822
0.4
45,775
22.2
Copper
First Quantum Minerals
Global
4,153
}
3.5
First Quantum Minerals 6.875% 15/10/27
Global
1,674
First Quantum Minerals 6.875% 01/03/26
Global
919
First Quantum Minerals 7.5% 01/04/25
Global
382
Freeport-McMoRan
United States
5,024
2.4
Filo Mining
Latin America
3,579
1.7
OZ Minerals
Australia
2,005
1.0
Develop Global
Australia
516
0.3
18,252
8.9
Industrial Minerals
Albemarle
Global
3,758
1.8
CF Industries
United States
3,542
1.7
Nutrien
United States
2,377
}
1.1
Nutrien Put Option 20/01/23
United States
(55)
Bunge
Global
1,650
0.8
Lynas Corporation
Australia
1,285
0.6
12,557
6.0
Aluminium
Norsk Hydro
Global
4,509
2.2
Alcoa Corp
Global
2,818
1.4
7,327
3.6
Steel
ArcelorMittal
Global
1,857
}
1.3
ArcelorMittal 5.5% 18/05/23
Global
856
Steel Dynamics
United States
2,253
1.1
4,966
2.4
Gold
Wheaton Precious Metals
Global
2,373
1.1
2,373
1.1
Diamonds
Mountain Province Diamonds 8% 15/12/22
Canada
1,798
0.9
1,798
0.9
Section 2: Portfolio
29
Main
geographic
exposure
Market
value
£’000
% of
investments
Uranium
Cameco
Canada
1,636
0.8
1,636
0.8
Iron
Labrador Iron Ore
Canada
1,242
0.6
1,242
0.6
Nickel
Nickel Mines
Australia
1,169
0.6
1,169
0.6
Total Mining
97,095
47.1
Traditional Energy
Exploration & Production
ConocoPhillips
Global
5,570
2.7
Canadian Natural Resources
Canada
5,147
2.5
Hess
Global
4,229
2.0
Tourmaline Oil
Canada
3,645
1.8
Arc Resources
Canada
3,256
1.6
EOG Resources
United States
3,076
1.5
Ovintiv
United States
2,570
1.2
Orron Energy
Global
2,455
1.2
Diamondback Energy
United States
1,634
0.8
Santos
Australia
978
0.5
Kosmos Energy
United States
745
0.4
33,305
16.2
Integrated
Shell
Global
6,698
3.2
BP
Global
6,025
2.9
Cenovus Energy
Canada
4,315
2.1
TotalEnergies
Global
2,802
1.4
Chevron
Global
1,753
0.9
Gazprom**
Russian Federation
21,593
10.5
Oil Services
Tenaris
Global
2,301
1.1
Patterson-UTI Energy
United States
2,088
1.0
4,389
2.1
Refining & Marketing
Valero Energy
United States
2,476
1.2
2,476
1.2
Distribution
Cheniere Energy
United States
2,157
1.0
2,157
1.0
Total Traditional Energy
63,920
31.0
30
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Main
geographic
exposure
Market
value
£’000
% of
investments
Energy Transition
Energy Efficiency
Ingersoll-Rand
United States
2,988
1.5
Schneider Electric
Global
2,950
1.4
Analog Devices
Global
2,682
1.3
Trane Technologies
United States
1,729
0.8
Texas Instruments
Global
1,058
0.5
Soitec
France
1,017
0.5
Kingspan Group
Ireland
923
0.4
13,347
6.4
Electrification
NextEra Energy
United States
5,173
2.5
EDP Renováveis
Global
3,935
1.9
RWE
Germany
3,817
1.9
12,925
6.3
Renewables
Vestas Wind
Global
4,060
2.0
First Solar
Global
3,996
1.9
Sunnova Energy International
United States
2,065
1.0
10,121
4.9
Transport
Samsung SDI
Global
5,099
2.5
Infineon Technologies
Germany
3,832
1.8
8,931
4.3
Total Energy Transition
45,324
21.9
Total Portfolio
206,339
100.0
Comprising:
Equity and debt investments
206,394
100.0
Derivative financial instruments – written options
(55)
206,339
100.0
*
The investment in the Vale debenture is illiquid and has been valued using secondary market pricing information provided by the Brazilian Financial and Capital
Markets Association (ANBIMA).
**
The investment in Gazprom has been valued at a nominal value of £0.01 as secondary listings of the depositary receipts on Russian companies have been
suspended from trading.
All investments are ordinary shares unless otherwise stated. The total number of holdings (including options) at 30 November
2022 was 68 (2021: 68). There was one open option as at 30 November 2022 (2021: none).
The equity and fixed income investment total of £206,394,000 (2021: £127,784,000) above before the deduction of the
negative option valuation of £55,000 (2021: £nil) represents the Group’s total investments held at fair value as reflected in the
Consolidated and Parent Company Statements of Financial Position on page 93. The table above excludes cash and gearing; the
level of the Group’s gearing may be determined with reference to the bank overdraft of £14,345,000 (2021: £12,927,000) and
cash and cash equivalents of £6,214,000 (2021: £6,552,000) that are also disclosed in the Consolidated and Parent Company
Statements of Financial Position. Details of the AIC methodology for calculating gearing are given in the Glossary on
page 13
5
.
As at 30 November 2022, the Company did not hold any equity interests comprising more than 3% of any company’s share
capital.
Investments
continued
Governance
During the year, BHP made an eventually successful approach for Australian-focused
copper miner Oz Minerals. Both companies were held within the portfolio.
PHOTO COURTESY OF OZ MINERALS
Section 3: Governance
33
Governance structure
Responsibility for good governance lies with the Board. The governance
framework of the Company reflects that as an investment company the
Company has no employees, the Directors are all non-executive and the
investment management and administration functions are outsourced
to the Manager and other external service providers.
The Board
6 scheduled meetings per annum
Four non-executive Directors (NEDs), all independent of the Investment
Manager.
Chairman
: Adrian Brown
(since March 2022)
Senior Independent Director (SID):
Carol Bell (with effect from 24 January 2023)
Objectives:
To determine and review the investment policy, guidelines, strategy and
parameters;
• To provide leadership within a framework of prudent and effective controls
which enable risk to be assessed and managed and the Company’s assets to be
safeguarded;
To challenge constructively and scrutinise performance of all outsourced
activities; and
• To set the Company’s remuneration policy.
Audit and Management
Engagement Committee
3 scheduled meetings per annum
Membership:
All independent NEDs excluding the Chairman of the Board
1
Chairman:
Andrew Robson (since March 2021)
Key objectives:
• To oversee financial reporting and the control environment;
• To review the performance of the Manager and Investment Manager; and
• To review the performance of other service providers.
Nomination Committee
1 scheduled meeting per annum
Membership:
All independent NEDs
Chairman:
Adrian Brown (since March 2022)
Key objectives:
• To review regularly the Board’s structure and composition;
• To be responsible for Board succession planning; and
• To make recommendations to the Board for any new appointments.
1
The Chairman of the Board is not a member of the Audit and Management Engagement Committee but may attend the Committee meetings by invitation.
34
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Section 3: Governance
35
Directors’ biographies
Adrian Brown
Chairman
(with effect from 15 March 2022)
Appointed 10 December 2019
is a senior advisor for MJ Hudson
Allenbridge, where he provides
investment advice to institutional
pension fund clients. He is also a
Trustee/Director of Boots Pensions
ltd, and a Trustee of the Archbishop
Tenison School Foundation and of
Malawi Association for Christian
Support. He has a wealth of experience
in the financial and commerce sectors,
starting his career as an Investment
Analyst at Morgan Grenfell & Co.
Following an MBA at INSEAD, he joined
Boots plc, holding a range of senior
operating and strategic finance roles
before returning to work in the financial
services sector in 2006 as a Senior
Portfolio Manager at AllianceBernstein
LP and subsequently at JPMorgan
Asset Management, where he was
a Managing Director in the Global/
International Equity Group from 2011
until his retirement in 2018. Mr Brown
holds a degree in Natural Sciences
(Geology) from St John’s College,
Cambridge.
Attendance record:
Board: 6/6
Audit and Management Engagement
Committee
1
: n/a
Nomination Committee: 1/1
1
The Chairman of the Board is not a member
of the Audit and Management Engagement
Committee but may attend the Committee
meetings by invitation.
Dr Carol Bell
Senior Independent Director
(with effect from 24 January 2023)
Appointed 1 December 2014
is currently a non-executive director of
Tharisa plc, Bonheur ASA and Football
Association of Wales Limited, and
a Trustee of the National Museum
Wales. Dr Bell was formerly a managing
director of Chase Manhattan Bank’s
Global Oil & Gas Group, head of
European equity research at JP
Morgan and an equity research
analyst in the oil and gas sector at
Credit Suisse First Boston and UBS.
She has also previously been a non-
executive director of TransGlobe
Energy Corporation and Petroleum
Geo-Services ASA and a director of
Salamander Energy plc, Hardy Oil &
Gas plc, Det norske oljeselskap ASA
and Caracal Energy Inc. (now Glencore
E&P (Canada) Inc.).
Attendance record:
Board: 5
/6
Audit and Management Engagement
Committee: 3/3
Nomination Committee: 1/1
36
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
None of the Directors has a service contract with the Company. The terms of their appointment are detailed in a letter sent to
them when they join the Board. These letters are available for inspection at the registered office of the Company and will be
available at the Annual General Meeting.
Andrew Robson
Audit and Management Engagement
Committee Chairman
Appointed 8 December 2020
is a qualified chartered accountant
with over 15 years of corporate finance
experience, gained at Robert Fleming
& Co Limited and SG Hambros. He has
considerable experience as a finance
director and as chairman of audit
committees, including for a number
of investment companies, and has
a business advisory practice. He is
currently a non-executive director
of Aberdeen New India Investment
Trust plc and Baillie Gifford China
Growth Trust plc. He was also a non-
executive director of AVI Global Trust
plc (formerly British Empire Trust plc)
until 2017, Shires Income plc until
July 2020 and JPMorgan Smaller
Companies Investment Trust plc until
November 2020. Mr Robson has a
degree in History from Trinity College,
Cambridge.
Attendance record:
Board: 6/6
Audit and Management Engagement
Committee: 3/3
Nomination Committee: 1/1
Carole Ferguson
Appointed 22 December 2021
is a Partner and Research Director of
Signal Climate Analytics.
She is also
on the advisory board of WHEB Asset
Management, an impact investor
focused on the opportunities created
by the transition to a low carbon
and sustainable global economy,
and was also formerly a Managing
Director of Industry Tracker, a climate
research house. Mrs Ferguson has
extensive experience in the financial
services sector in research, finance
and sustainability. She began her
career in fund management with BZW
Investment Management, moving to
work in equity derivatives with Swiss
Bank Corporation, JP Morgan Securities
and later with Jardine Fleming (Hong
Kong) and Robert Fleming (London).
Subsequently she was a senior member
of the UK fund management team at SG
Asset Management before moving to
work as a mining analyst at SP Angel for
four years. In 2017 she became Head
of Investor Research at CDP, the charity
that runs the global disclosure system
for investors, companies, and others to
manage their environmental impact.
Attendance record
1
:
Board: 5/6
Audit and Management Engagement
Committee: 2/3
Nomination Committee: n/a
Directors’ biographies
continued
1
Mrs Ferguson was appointed to the Board on 21 December 2021 and was therefore only eligible to attend 5 of the six Board meetings held in the year under review
and two of the three Audit and Management Engagement Committee meetings as a Director of the Company. The Nomination Committee meeting was held in
early December 2021 prior to Mrs Ferguson's appointment.
Mrs Ferguson was present at all meetings held in the year under review that she was eligible to attend.
Section 3: Governance
37
Strategic report
The Directors present the Strategic Report of the Company
for the year ended 30 November 2022. The aim of the
Strategic Report is to provide shareholders with the
information required to enable them to assess how the
Directors have performed in their duty to promote the
success of the Company for the collective benefit of
shareholders.
The Chairman’s Statement together with the Investment
Manager’s Report and the Section 172 Statement setting
out how the Directors promote the success of the Company
on pages 45 to 50 form part of the Strategic Report. The
Strategic Report was approved by the Board at its meeting on
1 February 2023.
Business and management of the company
BlackRock Energy and Resources Income Trust plc (the
Company) is an investment trust company that has a
premium listing on the London Stock Exchange. Its principal
activity is portfolio investment and option writing. The
Company’s wholly owned subsidiary is BlackRock Energy and
Resources Securities Income Company Limited (together ‘the
Group’). Its principal activity is investment dealing.
Investment trusts, like unit trusts and open-ended
investment companies (OEICs), are pooled investment
vehicles which allow exposure to a diversified range
of assets through a single investment thus spreading,
although not eliminating, investment risk. In accordance
with the Alternative Investment Fund Managers’ Directive
(AIFMD) the Company is an Alternative Investment Fund
(AIF). BlackRock Fund Managers Limited (the Manager)
is the Company’s Alternative Investment Fund Manager
(AIFM). The management of the investment portfolio and
the administration of the Company have been contractually
delegated to the Manager. The Manager, operating under
guidelines determined by the Board, has direct responsibility
for decisions relating to the running of the Company and is
accountable to the Board for the investment, financial and
operating performance of the Company.
The Company delegates fund accounting services to
the Manager, which in turn subdelegates these services
to the Fund Accountant, The Bank of New York Mellon
(International) Limited. The Company sub-delegates
registration services to the Registrar, Computershare
Investor Services PLC. Other service providers include the
Depositary, also performed by The Bank of New York Mellon
(International) Limited. Details of the contractual terms with
these service providers are set out in the Directors’ Report on
pages 5
6
and 57.
Business model
The Company invests in accordance with the investment
objective. The Board is collectively responsible to
shareholders for the long-term success of the Company.
There is a clear division of responsibility between the Board
and the Manager. Matters reserved for the Board include
setting the Company’s strategy, including its investment
objective and policy, setting limits on gearing, capital
structure, governance, and appointing and monitoring of the
performance of service providers, including the Manager. As
the Company’s business model follows that of an externally
managed investment trust, it does not have any employees
and outsources its activities to third party service providers
including the Manager who is the principal service provider.
Investment objective
The Company’s objectives are to achieve an annual dividend
target and, over the long term, capital growth by investing
primarily in securities of companies operating in the mining
and energy sectors.
Investment policy and strategy
The Company seeks to achieve its objectives through a
focused portfolio, consisting of approximately thirty to one
hundred and fifty securities.
Although the Company has the flexibility to invest within this
range, at 30 November 2022 the portfolio consisted of 68
investments (including one open option contract), and the
detailed portfolio listing is provided on pages 28 to 30.
There are no restrictions on investment in terms of
geography or sub-sector and, in addition to equities, other
types of securities, such as convertible bonds and debt
issued primarily by mining or energy companies, may be
acquired. Although most securities will be quoted, listed
or traded on an investment exchange, up to 10% of the
gross assets of the Group, at the time of investment, may be
invested in unquoted securities. Investment in securities may
be either direct or through other funds, including other funds
managed by BlackRock or its associates, with up to 15%
of the portfolio being invested in other listed investment
companies, including listed investment trusts. Up to 10% of
the gross assets of the Group, at the time of investment, may
be invested in physical assets, such as gold and in securities
of companies that operate in the commodities sector other
than the mining and energy sectors.
No more than 15% of the gross assets of the Group will
be invested in any one company as at the date any such
investment is made and the portfolio will not own more than
15% of the issued shares of any one company, other than
the Company’s subsidiary. The Group may deal in derivatives,
including options and futures, up to a maximum of 30%
of the Group’s assets for the purposes of efficient portfolio
management and to enhance portfolio returns. In addition,
the Group is also permitted to enter into stock lending
arrangements up to a maximum of 33.3% of the total asset
value of the portfolio.
The Group may, from time to time, use borrowings to gear its
investment policy or in order to fund the market purchase of
its own ordinary shares. This gearing typically is in the form
of an overdraft or short-term facility, which can be repaid at
any time. Under the Company’s Articles of Association, the
Board is obliged to restrict the borrowings of the Company to
38
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
an aggregate amount equal to 40% of the value of the gross
assets of the Group. However, borrowings are not anticipated
to exceed 20% of gross assets at the time of drawdown of the
relevant borrowings.
The Group’s financial statements are maintained in
British Pound Sterling. Although many investments are
denominated and quoted in currencies other than British
Pound Sterling, the Company does not intend to employ
a hedging policy against fluctuations in exchange rates
but may do so in the future if circumstances warrant
implementing such a policy.
No material change will be made to the investment policy
without shareholder approval.
Environmental, social and governance (ESG)
impact
The Board’s ESG approach is set out on page 51. The direct
impact of the Company’s activities is minimal as it has no
employees, premises, physical assets or operations either
as a producer or a provider of goods or services. Neither
does it have customers. Its indirect impact occurs through
the investments that it makes, and this is managed through
BlackRock’s approach to ESG integration.
Performance
Details of the Company’s performance for the year are
given in the Chairman’s Statement on
pages 5 and 6
. The
Investment Manager’s Report on pages 11 to 20 includes a
review of the main developments during the year, together
with information on investment activity within the Company’s
portfolio.
Results and dividends
The Company’s revenue earnings for the year amounted to
4.99p per share (2021: 4.96p). Details of dividends paid and
declared in respect of the year, together with the Company’s
dividend policy, are set out on page
6
of the Chairman’s
Statement.
Future prospects
The Board’s main focus is the achievement of an annual
dividend target and, over the long term, capital growth. The
future of the Company is dependent upon the success of
the investment strategy. The outlook for the Company is
discussed in both the Chairman’s Statement on pages 5 to 8
and in the Investment Manager’s Report on pages 11 to 20.
Employees, social, community and human
rights issues
The Company has no employees, and all the Directors are
non-executive, therefore, there are no disclosures to be made
in respect of employees. The Company believes that it is in
shareholders’ interests to consider environmental, social and
governance factors and human rights issues when selecting
and retaining investments. Details of the Company’s policy on
socially responsible investment are set out on pages 73 and 74.
Modern slavery act
As an investment vehicle the Company does not provide
goods or services in the normal course of business and does
not have customers. Accordingly, the Directors consider
that the Company is not required to make any slavery or
human trafficking statement under the Modern Slavery Act
2015. The Board considers the Company’s supply chain,
dealing predominantly with professional advisers and service
providers in the financial services industry, to be low risk in
relation to this matter.
Directors and gender representation
The Directors of the Company are set out in the Governance
structure and Directors’ biographies on pages 34 to 3
6
.
All the Directors held office throughout the year with the
exception of Mrs Carole Ferguson (who was appointed to
the Board on 22 December 2021). The Board consists of two
male Directors and two female Directors.
Key performance indicators
A number of performance indicators (KPIs) are used to
monitor and assess the Company’s success in achieving its
objectives and to measure its progress and performance. The
principal KPIs are described below:
Performance
At each meeting the Board reviews the performance of the
portfolio as well as the net asset value and share price for
the Company and compares this to the performance of other
companies in the peer group. The Company does not have a
benchmark; however, the Board also reviews performance in
the context of the blended performance of the EMIX Global
Mining (ex Gold) Index, MSCI World Energy Index and the
S&P Global Clean Energy Index and a 40:30:30 composite
of the three indices effective from 1 June 2020. The Board
also monitors performance relative to a peer group of
commodities and natural resources focused funds and also
regularly reviews the Company’s performance attribution
analysis to understand how performance was achieved.
This provides an understanding of how components such
as sector exposure, stock selection and asset allocation
impacted performance. Information on the Company’s
performance is given in the performance record on page 4
and the Chairman’s Statement and Investment Manager’s
Report on pages 5 to 8 and pages 11 to 20 respectively.
Share rating
The Board monitors the level of the Company’s premium
or discount to NAV on an ongoing basis and considers
strategies for managing any premium or discount. In the
year to 30 November 2022, the Company’s share price to
NAV traded in the range of a discount of 12.1% to a premium
of 9.2% on a cum income basis. The average discount for
the year was 2.9%. A total of 15,390,194 new shares were
issued and a total of 2,747,643 shares were issued from
treasury during the year and further details are given in the
Chairman’s Statement on page
6
. No shares were bought
back during the year. Details of shares issued or bought back
since the year end date are given in note 14 on page 104.
Strategic report
continued
Section 3: Governance
39
Further details setting out how the discount or premium at
which the Company’s shares trade is calculated are included
in the Glossary on page 135.
Ongoing charges
The ongoing charges represent the Company’s management
fee and all other recurring operating expenses, excluding
finance costs, direct transaction costs, custody transaction
charges, VAT recovered, taxation, prior year expenses written
back and certain non-recurring items, expressed as a
percentage of average daily net assets. The ongoing charges
are based on actual costs incurred in the year as being the
best estimate of future costs. The Company’s Manager has
also agreed to cap ongoing charges by rebating a portion
of the management fee to the extent that the Company’s
ongoing charges exceed 1.25% of average net assets.
The Board reviews the ongoing charges and monitors the
expenses incurred by the Company on an ongoing basis. A
definition setting out in detail how the ongoing charges ratio
is calculated is included in the Glossary on pages 13
6
and
137. The Company’s ongoing charges was 1.13% for the year
ended 30 November 2022 (there was no management fee
rebate due for the year).
Dividend target and income generation
The level of income is considered at each meeting and the
Board receives detailed income forecasts. The Board also
monitors the risks and returns from option writing, and regularly
reviews the Company’s levels of distributable reserves.
The table below sets out the key KPIs for the Company. These
KPIs fall within the definition of ‘Alternative Performance
Measures’ (APMs) under guidance issued by the European
Securities and Markets Authority (ESMA) and additional
information explaining how these are calculated is set out in
the Glossary on pages 135 to 137.
Key Performance
Indicators
Year ended
30 November
2022
Year ended
30 November
2021
Net asset value total
return
1,2
44.5%
34.4%
Share price total return
1,2
44.8%
41.7%
Discount to net asset
value (at year end)
2,3
6.8%
7.0%
Revenue return per share
4.99p
4.96p
Dividends per share
4.40p
4.10p
Ongoing charges
2, 4
1.13%
1.21%
1
This measures the Company’s NAV and share price total returns, which
assumes dividends paid by the Company have been reinvested.
2
Alternative Performance Measures, see Glossary on pages 135 to 137.
3
This is the difference between the share price and the cum-income NAV per
share.
4
Ongoing charges represent the management fee and all other recurring
operating expenses excluding finance costs, direct transaction costs, custody
transaction charges, VAT recovered, taxation, prior year expenses written back
and certain non-recurring items, expressed as a percentage of average daily
net assets.
Principal risks
The Company is exposed to a variety of risks and
uncertainties. The Board has in place a robust process
to identify, assess and monitor the principal risks of the
Company. A core element of this process is the Company’s
risk register which identifies the risks facing the Company
and assesses the likelihood and potential impact of each risk
and the controls established for mitigation. A residual risk
rating is then calculated for each risk.
The risk register is regularly reviewed, and the risks
reassessed. The risk environment in which the Company
operates is also monitored and regularly appraised. New risks
are also added to the register as they are identified which
ensures that the document continues to be an effective risk
management tool.
The risk register, its method of preparation and the operation
of key controls in the Manager’s and third-party service
providers’ systems of internal control are reviewed on a
regular basis by the Audit and Management Engagement
Committee. In order to gain a more comprehensive
understanding of the Manager’s and other third-party
service providers’ risk management processes, and how
these apply to the Company’s business, BlackRock’s internal
audit department provides an annual presentation to the
Audit and Management Engagement Committee Chairman
setting out the results of testing performed in relation
to BlackRock’s internal control processes. The Audit and
Management Engagement Committee also periodically
receives presentations from BlackRock’s Risk & Quantitative
Analysis teams, and reviews Service Organisation Control
(SOC 1) reports from BlackRock and other key service
providers. The Custodian is appointed by the Company’s
Depositary and does not have a direct contractual
relationship with the Company.
The Board has undertaken a robust assessment of both the
principal and emerging risks facing the Company, including
those that would threaten its business model, future
performance, solvency or liquidity. The COVID-19 pandemic
has given rise to unprecedented challenges for businesses
across the globe. Additionally, the risk that unforeseen
or unprecedented events including (but not limited to)
heightened geo-political tensions such as the war in Ukraine,
high inflation and the current cost of living crisis has had a
significant impact on global markets. The Board has taken
into consideration the risks posed to the Company by these
events and incorporated them into the Company’s risk register.
The risks identified by the Board have been described in the
table that follows, together with an explanation of how they
are managed and mitigated. Emerging risks are considered
by the Board as they come into view and are incorporated into
the existing review of the Company’s risk register. Additionally,
the Manager considers emerging risks in numerous forums
and the Risk and Quantitative Analysis team produces an
annual risk survey. Any material risks of relevance to the
Company identified through the annual risk survey will be
communicated to the Board. The Board will continue to
assess these risks on an ongoing basis. In relation to the UK
Code, the Board is confident that the procedures that the
Company has put in place are sufficient to ensure that the
necessary monitoring of risks and controls has been carried
out throughout the reporting period.
40
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
The principal risks and uncertainties faced by the Company during the financial year, together with the potential effects,
controls and mitigating factors are set out in the following table.
Principal risk
Mitigation/control
Investment performance
The returns achieved are reliant primarily upon the
performance of the portfolio.
The Board is responsible for:
setting the investment strategy to fulfil the Company’s
objective; and
monitoring the performance of the Investment Manager
and the implementation of the investment strategy.
An inappropriate investment strategy may lead to:
poor performance;
a reduction or permanent loss of capital; and
dissatisfied shareholders and reputational damage.
The Board is also cognisant of the long-term risk to
performance from inadequate attention to ESG issues,
and in particular the impact of climate change. More detail
in respect of these risks can be found in the AIFMD Fund
Disclosures document available on the Company’s website
at www.blackrock.com/uk/individual/literature/policies/itc-
disclosure-blackrock-energy-and-resources-income-trust-
plc.pdf
To manage this risk the Board:
regularly reviews the Company’s investment mandate and
long-term strategy;
has set investment restrictions and guidelines which the
Investment Manager monitors and regularly reports on;
receives from the Investment Manager a regular
explanation of stock selection decisions, portfolio exposure,
gearing and any changes in gearing and the rationale for
the composition of the investment portfolio; and
monitors the maintenance of an adequate spread of
investments in order to minimise the risks associated
with factors specific to particular sectors, based on the
diversification requirements inherent in the investment
policy.
ESG analysis is integrated in the Manager’s investment
process, as set out on pages 53 and 54. This is monitored by
the Board.
Income/dividend
The ability to pay dividends, and future dividend growth,
is dependent on a number of factors including the level of
dividends earned from the portfolio and income generated
from the option writing strategy. Income returns from the
portfolio are dependent, among other things, upon the
Company successfully pursuing its investment policy.
Any change in the tax treatment of dividends or interest
received by the Company including as a result of withholding
taxes or exchange controls imposed by jurisdictions in which
the Company invests may reduce the level of dividends
received by shareholders.
The Board monitors this risk through the receipt of detailed
income forecasts and considers the level of income at each
meeting.
The Company has the ability to make dividend distributions
out of special reserves and capital reserves as well as revenue
reserves to support any dividend target. These reserves
totalled £125.1 million at 30 November 2022.
In setting the dividend target each year, the Board is mindful
of the balance of shareholder returns between income and
capital.
Strategic report
continued
Section 3: Governance
41
Principal risk
Mitigation/control
Gearing
The Company’s investment strategy may involve the use of
gearing, including borrowings.
Gearing may be generated through borrowing money or
increasing levels of market exposure through the use of
derivatives. The Company currently has an overdraft facility
with The Bank of New York Mellon (International) Limited. The
use of gearing exposes the Company to the risk associated
with borrowing.
Gearing provides an opportunity for greater returns where
the return on the Company’s underlying assets exceeds
the cost of borrowing. It is likely to have the opposite effect
where the return on the underlying assets is below the cost
of borrowings. Consequently, the use of borrowings by the
Company may increase the volatility of the NAV.
The Company’s Articles of Association limit borrowings to
an aggregate amount equal to 40% of the value of the gross
assets of the Company. However, to further manage this risk
the Board does not anticipate borrowings will exceed 20% of
gross assets at the time of drawdown.
The use of derivatives, including options and futures has been
limited to a maximum of 30% of the Group’s assets.
The Investment Manager will only use gearing when
confident that market conditions and opportunities exist to
enhance investment returns.
The Investment Manager reports to the Board on a regular
basis the levels of gearing in place as compared to limits set
by the Board under the investment policy and by the Manager
as Alternative Investment Fund Manager (AIFM) under the
Alternative Investment Fund Managers’ Directive, as retained
and onshored in the UK (AIFMD).
The Board monitors gearing levels and will raise any queries
or concerns in respect of changes in the gearing level with the
Investment Manager.
Legal and regulatory compliance
The Company has been approved by HM Revenue &
Customs as an investment trust, subject to continuing to
meet the relevant eligibility conditions and operates as an
investment trust in accordance with Chapter 4 of Part 24
of the Corporation Tax Act 2010. As such, the Company is
exempt from capital gains tax on the profits realised from the
sale of its investments. Any breach of the relevant eligibility
conditions could lead to the Company losing investment trust
status and being subject to corporation tax on capital gains
realised within the Company’s portfolio.
Any serious breach could result in the Company and/or the
Directors being fined or the subject of criminal proceedings
or the suspension of the Company’s shares which would in
turn lead to a breach of the Corporation Tax Act 2010.
Amongst other relevant laws and regulations, the Company
is required to comply with the provisions of the Companies
Act 2006, the Alternative Investment Fund Managers’
Directive, the Market Abuse Regulation, the UK Listing Rules,
international sanctions and the FCA’s Disclosure Guidance
and Transparency Rules.
The Investment Manager monitors investment movements
and the amount of proposed dividends, if any, to ensure that
the provisions of Chapter 4 of Part 24 of the Corporation Tax
Act 2010 are not breached. The results are reported to the
Board at each meeting.
Compliance with the accounting rules affecting investment
trusts is carefully and regularly monitored.
The Company Secretary and the Company’s professional
advisers provide regular reports to the Board for their
review in respect of compliance with all applicable rules and
regulations.
Following authorisation under the AIFMD, the Company
and its appointed AIFM are subject to the risks that the
requirements of this Directive are not correctly complied with.
The Board and the AIFM also monitor changes in government
policy and legislation which may have an impact on the
Company.
The Market Abuse Regulation came into force on 3 July 2016.
The Board has taken steps to ensure that individual Directors
(and their Persons Closely Associated) are aware of their
obligations under the regulation and has updated internal
processes, where necessary, to ensure the risk of non-
compliance is effectively mitigated.
42
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Principal risk
Mitigation/control
Operational
The Company relies on the services provided by third parties.
Accordingly, it is dependent on the control systems of the
Manager and The Bank of New York Mellon (International)
Limited (who act as both Depositary, Custodian and Fund
Accountant and who maintain the Company’s assets,
settlement and accounting records). The Company’s share
register is maintained by the Registrar, Computershare
Investor Services PLC. The security of the Company’s assets,
dealing procedures, accounting records and adherence to
regulatory and legal requirements depend on the effective
operation of the systems of the third-party service providers.
Failure by any service provider to carry out its obligations
to the Company could have a material adverse effect on
the Company’s performance. Disruption to the accounting,
payment systems or custody records could prevent the
accurate reporting and monitoring of the Company’s
financial position.
Inadequate succession arrangements, particularly of the
Manager, could disrupt
the level of service provided.
Due diligence is undertaken before contracts are entered into
with third party service providers. Thereafter, the performance
of the provider is subject to regular review and reported to the
Board.
The Fund Accountant’s and the Manager’s internal control
processes are regularly tested and monitored throughout the
year and are evidenced through their SOC 1 reports, which
are subject to review by an Independent Service Assurance
Auditor. The SOC 1 reports provide assurance in respect of
the effective operation of internal controls. These reports
are provided to the Audit and Management Engagement
Committee.
The Company’s financial assets are subject to a strict liability
regime and in the event of a loss of assets, the Depositary
must return assets of an identical type or the corresponding
amount, unless able to demonstrate the loss was a result of
an event beyond its reasonable control.
The Board reviews the overall performance of the Manager,
Investment Manager and all other third-party service
providers on a regular basis.
The Board also considers the business continuity
arrangements of the Company’s key service providers on an
ongoing basis and reviews these as part of its review of the
Company’s risk register.
The Board considers the Manager's succession plans in so far
as they affect the services provided to the Company.
Strategic report
continued
Section 3: Governance
43
Principal risk
Mitigation/control
Market
Market risk arises from volatility in the prices of the
Company’s investments. The price of shares of companies in
the mining, traditional energy and energy transition sectors
can be volatile and this may be reflected in the NAV and
market price of the Company’s shares.
The Company invests in the mining, traditional energy and
energy transition sectors in many countries globally and will
also be subject to country-specific risk. A lack of growth in
world or country-specific industrial production may adversely
affect metal and energy prices.
Companies operating within the sectors in which the
Company invests may be impacted by new legislation
governing climate change and environmental issues, which
may have a negative impact on their valuation and share
price. Market risk includes the potential impact of events
which are outside the Company’s control, including (but not
limited to) heightened geo-political tensions and military
conflict, a global pandemic and high inflation.
There is the potential for the Company to suffer loss
through holding investments in the face of negative market
movements.
The Board considers the diversification of the portfolio, asset
allocation, stock selection, and levels of gearing on a regular
basis and has set investment restrictions and guidelines
which are monitored and reported on by the Investment
Manager. The Board monitors the implementation and results
of the investment process with the Investment Manager.
Under the Company’s investment policy, the Investment
Manager has the ability to invest in energy transition
stocks and is mindful of the impact of any shift in energy
consumption towards less carbon intensive energy supply.
This is taken into account by the Investment Manager in
building a well diversified portfolio.
The Board also recognises the benefits of a closed-end
fund structure in extremely volatile markets such as those
experienced with the COVID-19 pandemic, and more recently
the Russia-Ukraine conflict. Unlike open
-ended counterparts,
closed-end funds are not obliged to sell-down portfolio
holdings at low valuations to meet liquidity requirements for
redemptions. During times of elevated volatility, restrictions
and impacts on securities and markets following the Russian
invasion of the Ukraine and market stress, the ability of a
closed-end fund structure to remain invested for the long
term enables the Portfolio Managers to adhere to disciplined
fundamental analysis from a bottom-up perspective
and be ready to respond to dislocations in the market as
opportunities present themselves.
Financial
The Company’s investment activities expose it to a variety
of financial risks that include interest rate risk and foreign
currency risk.
The Company invests in both British Pound Sterling and non-
British Pound Sterling denominated securities. Consequently,
the value of investments in the portfolio made in non-British
Pound Sterling currencies will be affected by currency
movements.
Details of these risks are disclosed in note 16 to the Financial
Statements, together with a summary of the policies for
managing these risks.
Viability statement
In accordance with provision 31 of the 2018 UK Corporate
Governance Code, the Directors have assessed the prospects
of the Company over a longer period than the twelve months
referred to by the ‘Going Concern’ guidelines. The Board
is cognisant of the uncertainty surrounding the potential
duration of the Russia-Ukraine conflict, its impact on
the global economy and the prospects for many of the
Company’s portfolio holdings. Notwithstanding this crisis,
and given the factors stated below, the Board expects the
Company to continue for the foreseeable future and has
therefore conducted this review for a period of five years. This
is generally the investment holding period investors consider
while investing in the sector. The Board conducted this review
for the period up to the AGM in 2028.
In its assessment of the viability of the Company the Directors
have noted that:
the Company predominantly invests in highly liquid, large
listed companies so its assets are readily realisable;
the Company has gearing facilities in place and no
concerns around facilities, headroom or covenants;
the Company’s forecasts for revenues, expenses and
liabilities are relatively stable, it has largely fixed overheads
which comprise a small percentage of net assets and
ongoing charges are capped at 1.25% of average net asset
value; and
the business model should remain attractive for longer
than five years unless there is significant economic or
regulatory change.
44
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
The Directors have also reviewed:
the impact of a significant fall in global commodity
equity markets on the value of the Company’s investment
portfolio;
the ability of portfolio companies to pay dividends, and the
Company’s portfolio yield and ability to meet its dividend
target over the longer term;
• the ongoing relevance of the Company’s investment
objective, business model and investment policy in the
current environment; and
• the level of demand for the Company’s shares.
The Board has also considered a number of other factors in
its assessment, including:
• portfolio liquidity;
setting the investment strategy to fulfill the Company’s
objective; and monitoring the performance of the
Investment Manager and the implementation of the
investment strategy. The Board regularly reviews the
Company’s investment mandate and long-term strategy;
it has set investment restrictions and guidelines which the
Investment Manager monitors and regularly reports to the
Board;
the Company’s revenue and expense forecasts. The Board
is confident that the Company’s business model remains
viable and that there are sufficient resources to meet all
liabilities as they fall due for the period under review;
the Company’s borrowing facility and the fact that the
Company continues to meet its financial covenants in
respect of this facility;
the long-term risk to performance from inadequate
attention to ESG issues, and in particular the impact
of climate change. ESG analysis is integrated in the
Manager’s investment process. This is monitored by the
Board;
the principal risks and uncertainties as set out above and
the fact that the Company has appropriate controls and
processes in place to manage these and to maintain its
operating model;
the operational resilience of the Company and its key
service providers and their ability to continue to provide a
good level of service for the foreseeable future;
the effectiveness of business continuity plans in place for
the Company and key service providers; and
the level of income generated by the Company and future
income forecasts.
Based on the results of their analysis, the Directors have
concluded that there is 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.
Strategic report
continued
Section 3: Governance
45
Section 172 Statement: promoting the success of BlackRock Energy and
Resources Income Trust plc
The Companies (Miscellaneous Reporting) Regulations 2018 require Directors to explain in detail how they have discharged
their duties under Section 172(1) of the Companies Act 2006 in promoting the success of their companies for the benefit
of members as a whole. This enhanced disclosure covers how the Board has engaged with and understands the views of
stakeholders and how stakeholders’ needs have been taken into account, the outcome of this engagement and the impact that
it has had on the Board’s decisions.
As the Company is an externally managed investment company and does not have any employees or customers, the
Board considers the main stakeholders in the Company to be the shareholders, key service providers (being the Manager
and Investment Manager, the Custodian, Depositary, Registrar and Broker) and investee companies. The reasons for this
determination, and the Board’s overarching approach to engagement, are set out in the table below.
Stakeholders
Shareholders
Manager and
Investment Manager
Other key service providers
Investee companies
Continued shareholder
support and engagement
are critical to the continued
existence of the Company
and the successful delivery
of its long-term strategy. The
Board is focused on fostering
good working relationships
with shareholders and on
understanding the views
of shareholders in order
to incorporate them into
the Board’s strategy and
objectives in delivering long-
term growth and income.
The Board’s main working
relationship is with the
Manager, who is responsible
for the Company’s portfolio
management (including
asset allocation, stock
and sector selection) and
risk management, as well
as ancillary functions
such as administration,
secretarial, accounting and
marketing services. The
Manager has sub-delegated
portfolio management to
the Investment Manager.
Successful management
of shareholders’ assets by
the Investment Manager
is critical for the Company
to successfully deliver its
investment strategy and meet
its objective. The Company is
also reliant on the Manager
as AIFM to provide support in
meeting relevant regulatory
obligations under the AIFMD
and other relevant legislation.
In order for the Company to
function as an investment
trust with a listing on the
premium segment of the
official list of the Financial
Conduct Authority (FCA)
and trade on the London
Stock Exchange’s (LSE) main
market for listed securities,
the Board relies on a diverse
range of advisors for
support in meeting relevant
obligations and safeguarding
the Company’s assets.
For this reason, the Board
considers the Company’s
Custodian, Depositary,
Registrar and Broker to be
stakeholders. The Board
maintains regular contact
with its key external service
providers and receives
regular reporting from them
through the Board and
committee meetings, as well
as outside of the regular
meeting cycle.
Portfolio holdings are
ultimately shareholders’
assets, and the Board
recognises the importance
of good stewardship and
communication with investee
companies in meeting the
Company’s investment
objective and strategy.
The Board monitors the
Manager’s stewardship
arrangements and receives
regular feedback from
the Manager in respect
of meetings with the
management of portfolio
companies.
46
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
A summary of the key areas of engagement undertaken by the Board with its key stakeholders in the year under review and
how Directors have acted upon this to promote the long-term success of the Company are set out in the table below.
Area of Engagement
Issue
Engagement
Impact
Investment
Mandate and
Objective
The Board is committed to
promoting the role and success
of the Company in delivering
on its investment mandate
to shareholders over the long
term. However, the Board
recognises that the sectors in
which the Company invests are
undergoing structural changes,
with a shift in the energy sector
away from carbon-based energy
supplies towards alternative and
renewable energy sources. The
extractive industries in which
the companies in the Company’s
investment universe operate are
facing ethical and sustainability
issues that cannot be ignored by
asset managers and investment
companies alike. More than ever,
consideration of material ESG
information and sustainability
risks is an important element
of the investment process. The
Board also has responsibility to
shareholders to ensure that the
Company’s portfolio of assets is
invested in line with the stated
investment objective and in a
way that ensures an appropriate
balance between spread of risk
and portfolio returns.
The Board believes that
responsible investment and
sustainability are integral to
the longer-term delivery of
growth in capital and income
and has worked very closely
with the Manager throughout
the year to regularly review
the Company’s performance,
investment strategy and
underlying policies to ensure
that the Company’s investment
objective continues to be met
in an effective, responsible way
that is transparent to current
and future investors.
In addition to six scheduled
Board meetings a year, the
Board holds a Strategy Day
which is dedicated to an in
depth review of the Company’s
strategy in conjunction with
key advisors including the
Company’s broker, public
relations and marketing teams
and members of BlackRock’s
portfolio management and risk
analytics teams.
The Manager’s approach to
the consideration of ESG
factors in respect of the
Company’s portfolio, as well as
its engagement with investee
companies to encourage
the adoption of sustainable
business practices which
support long-term value
creation, are kept under review
by the Board.
The Manager reports to
the Board in respect of its
consideration of ESG factors
and how these are integrated
into the investment process;
a summary of BlackRock’s
approach to ESG integration is
set out on pages pages 53 to 55.
The portfolio activities
undertaken by the Investment
Manager can be found in the
Investment Manager’s Report
on pages 11 to 20.
The Board does not formally
benchmark the Company’s
performance against mining
and energy sector indices
because meeting a specific
dividend target is not within the
scope of these indices and also
because no index appropriately
reflects the Company’s blended
exposure to the Energy
(including the energy transition)
and mining sectors. For internal
monitoring purposes, however,
the Board compares the
performance of the portfolio
against a bespoke internal
mining and energy composite
index.
Details regarding the
Company’s Key Performance
Indicators can be found in this
Strategic Report on pages 38
and 39.
Strategic report
continued
Section 3: Governance
47
Area of Engagement
Issue
Engagement
Impact
Management of
Share Rating
The Board recognises the
importance to shareholders that
the market price of the Company’s
shares should not trade at either
a significant discount or premium
to the NAV. One of the Board’s
long-term strategic aspirations is
that the Company’s shares should
trade consistently at a price close
to the NAV per share.
The Board monitors the
Company’s discount on an
ongoing basis and meets with
the Manager and the Company’s
Broker on a regular basis to
discuss methods to manage the
discount. A range of discount
control mechanisms have been
considered and the benefits and
disadvantages of these have
been discussed at length.
The Board is also prepared to
issue shares into the market to
meet demand as required and
avoid shares moving to trade
at an excessive premium. The
Company’s shares moved to
trade at a sustained premium
in the first half of 2022, and the
Company sold all of its treasury
shares and issued new shares
into market demand to manage
this following consultation with
the manager and the broker.
Where necessary, the Board
sought shareholder approval to
both buy-backs and issuance.
Resolutions were proposed, and
passed, at the Annual General
Meeting on 15 March 2022 and
a General Meeting on 26 May
2022.
The Company’s average
discount for the year to 30
November 2022 was 2.9%
(year to 30 November 2021:
5.6%) and as at
30 January
2023 the premium stood at
3.6
%. This compares to an
average discount for the AIC
Commodities and Natural
resources sector of 11.3% at
30 November 2022 and 12.2%
at 31 December 2022.
All share issues and re-issues
from treasury undertaken in the
year were made at a premium to
NAV, and resulted in an overall
accretion to the NAV per share
of 0.39p per share.
The share issuance transactions
in the year under review results
in an increase of £
22.6
million
in the Company's assets
under management and this
contributed to a decrease in the
Company's operating charges
ratio, as a large proportion of
the Company's operating costs
are fixed and they are now being
spread over a larger capital
base.
The Company contributed during
the year to a focused investment
trust sales and marketing
initiative operated by BIM (UK)
on behalf of the investment
trusts under its management.
For the year ended 30 November
2022, the Group’s contribution
to the consortium element of
the initiative, which enables the
trusts to achieve efficiencies
by combining certain sales and
marketing activities, represented
0.025% per annum of its net
assets (£122.3million) as at
31 December 2021, and this
contribution was matched by
BIM (UK). This marketing activity
was one factor contributing
to increased demand for the
Company’s shares, enabling it
to grow in size and resulting in
a lower operating charges ratio
and greater liquidity.
48
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Area of Engagement
Issue
Engagement
Impact
The Board notes that all
share issues have been and
will continue to be made at
premiums to the prevailing
NAV per share, such that all
such transactions are accretive
to the NAV and NAV per share
so that existing shareholders
are protected from any value/
economic dilution.
In addition, the Board has
worked closely with the Manager
to develop the Company’s
marketing strategy, with the
aim of ensuring effective
communication with existing
shareholders and to attract new
shareholders to the Company
in order to improve liquidity in
the Company’s shares and to
sustain the share rating of the
Company.
Combined with the strong
NAV performance seen over
the course of the year, this was
also a factor in the Company
being promoted from the FTSE
Fledgling Index into the FTSE
Small Cap Index (and also
therefore the FTSE All Share
Index) in June 2022 which
generated additional demand
for the Company’s shares.
Dividend target
A key element of the Company’s
investment objective is to achieve
an annual dividend target. The
Board is cognisant that portfolio
investments with a high yield
may have lower capital growth,
and that seeking to ensure that
any dividend target is covered
by current year dividend revenue
may result in a lower total return.
Conversely, a move to invest a
higher proportion of the portfolio
in higher growth investments
(including certain energy
transition stocks) may result in a
lower yielding portfolio.
The Board reviews income
forecasts and option writing
activity in conjunction with the
Manager to determine the most
effective approach for meeting
the dividend target whilst
generating the optimal level of
total return for shareholders.
The Board aims to meet the
annual target dividend primarily
from a mix of dividend income
from the portfolio and revenue
reserves, although this will be
supported by the distribution of
the Company’s other substantial
distributable reserves (£121.3
million at 30 November 2022) if
required.
Since the year-end, the Board
has announced that the annual
dividend target will remain at
4.40 pence per share for the
year to 30 November 2023.
Strategic report
continued
Section 3: Governance
49
Area of Engagement
Issue
Engagement
Impact
Service levels
of third party
providers
The Board acknowledges the
importance of ensuring that the
Company’s principal suppliers
are providing a suitable level
of service: this includes the
Manager in respect of investment
performance and delivering
on the Company’s investment
mandate; the Custodian and
Depositary in respect of their
duties towards safeguarding
the Company’s assets; the
Registrar in its maintenance of
the Company’s share register and
dealing with investor queries and
the Company’s Broker in respect
of the provision of advice and
acting as a market maker for the
Company’s shares.
The Manager reports to the
Board on the Company’s
performance on a regular
basis. The Board carries out
a robust annual evaluation of
the Manager’s performance,
its commitment and available
resources.
The Board performs an annual
review of the service levels of
all third-party service providers
and concludes on their
suitability to continue in their
role.
The Board receives regular
updates from the AIFM,
Depositary, Registrar and Broker
on an ongoing basis.
All performance evaluations
were performed on a timely
basis and the Board concluded
that all key third-party
service providers, including
the Manager were operating
effectively and providing a good
level of service.
50
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Area of Engagement
Issue
Engagement
Impact
Board composition
The Board is committed to
ensuring that its own composition
brings an appropriate balance
of knowledge, experience and
skills, and that it is compliant
with best corporate governance
practice under the UK Code,
including guidance on tenure and
the composition of the Board’s
committees.
The Board reviews succession
planning on an ongoing basis. A
new Director, Carole Ferguson,
was appointed in the year under
review as part of a recruitment
drive that was initiated in 2021.
As part of this process, the
Nomination Committee agreed
the selection criteria and the
method of selection, recruitment
and appointment. Board
diversity, including gender,
was taken into account when
establishing the criteria. The
services of an external search
consultant, Odgers Berndtson,
was used to identify potential
candidates.
The Board remain focused on
best Corporate Governance
Practice, and in particular
the recommendation under
the UK Code that Directors’
tenure is limited to nine years.
While the Board does not have
a formal limit on tenure, Mr
Warner retired as Chairman
and a Director of the Company
in March 2022, noting that his
tenure would exceed nine years
with effect from July 2022.
The Board appointed Mrs
Carole Ferguson as a Director
of the Company with effect
from 22 December 2021.
Mrs Ferguson’s biography is
set out on page 3
6
. Details of
each Director’s contribution to
the success and promotion of
the Company are set out in the
Directors’ Report on pages
60
and
61
.
All Directors currently serving
on the Board have tenure below
the nine years maximum limit
recommended under the UK
Code.
The Board's composition
currently meets all targets
recommended under the
Parker Review and enshrined
in recent changes to the FCA's
Listing Rules (which set new
diversity targets and associated
disclosure requirements for UK
companies listed on the London
Stock Exchange).
Strategic report
continued
Section 3: Governance
51
Environmental, Social And
Governance Approach
The Board’s approach
Environmental, social and governance (ESG) issues
can present both opportunities and risks to long-term
investment performance. The Company’s investment
universe comprises sectors that are undergoing significant
structural change and are likely to be highly impacted by
increasing regulation as a result of climate change and other
social and governance factors. Your Board is committed to
ensuring that we have appointed a manager that integrates
ESG considerations into its investment process and has the
skill and vision to navigate the structural transition that the
Company’s investment universe is undergoing.
The Board believes multi-year engagement with
management is, in most cases, the most constructive way
of building our understanding of a company’s approach
to addressing material business risks and opportunities.
Engagement can lead to stronger relationships with
companies and more constructive outcomes for shareholders
and businesses alike.
This is particularly true for the Company’s Manager given the
extent of BlackRock’s shareholder engagement (BlackRock
held 3,693 engagements with companies based in 55
markets for the year to 30 June 2022, and voted on more
than 173,000 management and shareholder proposals at
18,100 meetings
1
). The Board believes that BlackRock is
well-placed as Manager to fulfil these requirements due
to the integration of ESG into its investment processes,
its constructive approach in its investment stewardship
activities and its position in the industry as one of the largest
suppliers of sustainable investment products in the global
market.
More information on BlackRock’s global approach to ESG
integration, as well as activity specific to the BlackRock
Energy and Resources Income Trust plc portfolio is set out
below. BlackRock has defined ESG integration as the practice
of incorporating material ESG information and consideration
of sustainability risks into investment decisions in order to
enhance risk-adjusted returns. ESG integration does not
change the Company’s investment objective or constrain
the Investment Manager’s investable universe, and does not
mean that an ESG or impact focused investment strategy
or any exclusionary screens have been or will be adopted by
the Company (apart from the exclusion of companies that
generate more than 25% of their revenues from thermal
coal production in active and advisory portfolio). Similarly,
ESG integration does not determine the extent to which the
Company may be impacted by sustainability risks.
More information on sustainability risks may be found in
the AIFMD Fund Disclosures document of the Company
available on the Company’s website at www.blackrock.com/
uk/individual/literature/policies/itc-disclosure-blackrock-
energy-and-resources-income-trust-plc.pdf
The Company does not meet the criteria for Article 8 or 9
products under the EU Sustainable Finance Disclosure
Regulation (“SFDR”) and the investments underlying this
financial product do not take into account the EU criteria for
environmentally sustainable economic activities.
1
Source:
BlackRock 2022 Voting Spotlight report and BlackRock Investment
Stewardship website www.blackrock.com/corporate/about-us/investment-
stewardship#engagement-and-voting-history
52
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
BlackRock Investment Stewardship
Engagement with portfolio companies in
the year ended 30 November 2022
Given the Board’s belief in the importance of engagement and
communication with portfolio companies, they receive regular
updates from the Manager in respect of activity undertaken
for the year under review. The Board notes that over the year
to 30 November 2022, 94 total company engagements were
held with the management teams of 40 portfolio companies
representing 66% of the portfolio by value at 30 November
2022. To put this into context, there were
61
companies in the
BlackRock Energy and Resources Income Trust plc portfolio
at 30 November 2022. Additional information is set out in the
table and charts below as well as the key engagement themes
for the meetings held in respect of the Company’s portfolio
holdings.
BlackRock Energy and Resources Income Trust plc -
year ended 30 November 2022
Number of engagements held
94
Number of companies met
40
% of equity investments covered
66%
Shareholder meetings voted at
67
Number of proposals voted on
897
Number of votes against management
22
% of total votes represented by votes against management
2.23%
Engagement Themes
1
Governance
Social
Environmental
Top Six Engagement Topics
1
Climate Risk Management
Board Composition and Effectiveness
Business Oversight/Risk Management
Corporate Strategy
Remuneration
Human Capital Management
1
Engagements include multiple company meetings during the year with the same company. Most engagement conversations cover multiple
topics and are based on BlackRock vote guidelines
and BlackRock’s engagement priorities can be found at:
www.blackrock.com/corporate/about-us/investment-stewardship#engagement-priorities.
Percentages reflect the number of meetings at which a particular topic is discussed as a percentage of the total meetings held; as more
than one topic is discussed at each meeting the total will not add up to 100%.
44%
36%
19%
28%
15%
10%
22%
13%
10%
Strategic report
continued
Section 3: Governance
53
The importance and challenges of considering ESG when engaging with investee
companies in the Natural Resources Sector and BlackRock’s global approach to ESG
integration
Environmental
Social
Corporate Governance
As well as the longer-term contribution
to carbon emissions and the impact
on the environment, the activities
undertaken by many companies in
the portfolio such as digging mines
or drilling for oil will inevitably have
an impact on local surroundings. It is
important how companies manage
this process and ensure that an
appropriate risk oversight framework
is in place, with consideration given to
all stakeholders. The value wiped off
the market capitalisation of companies
like BP, after the Macondo oil spill,
and Vale, after the Brumadinho dam
collapse, highlights the key role that
ESG has on share price performance.
BlackRock’s approach to climate risk
and opportunities and the global
energy transition is based on our role
as a fiduciary to our clients. As the
world works toward a transition to a
low-carbon economy, BlackRock are
interested in hearing from companies
about their strategies and plans for
responding to the challenges and
capturing the opportunities that this
transition creates. When companies
consider climate-related risks, it is
likely that they will also assess their
impact and dependence on natural
capital.
BlackRock’s Global Principles
underscore the belief that companies
are best placed to deliver value
for long-term shareholders like
BlackRock’s clients when they also
consider the interests of their other
key stakeholders,
which generally will
include workers, business partners
(such as suppliers and distributors),
clients and consumers, government,
and the communities in which they
operate.
In BlackRock’s experience, companies
that build strong relationships
with their stakeholders are more
likely to meet their own strategic
objectives, while poor relationships
may create adverse impacts that
expose a company to legal, regulatory,
operational, and reputational risks
and jeopardize their ability to deliver
sustainable, long-term financial
performance.
As with all companies, good corporate
governance is especially critical for
natural resources companies. In our
experience, the sound governance, in
terms of both process and practice, is
critical to the success of a company,
the protection of shareholders’
interests, and long-term shareholder
value creation.
Governance issues, including the
management of material sustainability
issues that have a significant impact
for natural resource companies,
all require effective leadership and
oversight from a company’s board.
BlackRock believes that companies
with experienced, engaged and diverse
directors, who are effective in actively
advising and overseeing management
as a board, are well-positioned to
deliver long-term value creation.
54
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
BlackRock’s approach to ESG integration
BlackRock believes that sustainability risk – and climate
risk in particular – now equates to investment risk, and this
will drive a profound reassessment of risk and asset values
as investors seek to react to the impact of climate policy
changes. This in turn (in BlackRock’s view) is likely to drive
a significant reallocation of capital away from traditional
carbon intensive industries over the next decade. BlackRock
believes that carbon-intensive companies will play an
integral role in unlocking the full potential of the energy
transition, and to do this, they must be prepared to adapt,
innovate and pivot their strategies towards a low carbon
economy.
As part of BlackRock’s structured investment process, ESG
risks and opportunities (including sustainability/climate
risk) are considered within the portfolio management team’s
fundamental analysis of companies and industries. ESG
factors have been a key consideration of the BlackRock
Natural Resources Team’s investment process since
inception and the Company’s portfolio managers work closely
with BIS to assess the governance quality of companies and
understand any potential issues, risks or opportunities.
As part of their approach to ESG integration, the portfolio
managers use ESG information when conducting research
and due diligence on new investments and again when
monitoring investments in the portfolio. In particular,
portfolio managers now have access to 1,200 key ESG
performance indicators in Aladdin (BlackRock’s proprietary
trading system) from third-party data providers. BlackRock’s
internal sustainability research framework scoring is also
available alongside third-party ESG scores in core portfolio
management tools. BlackRock’s analyst’s sector expertise
and local market knowledge allows it to engage with
companies through direct interaction with management
teams and conducting site visits. In conjunction with
the portfolio management team, BlackRock Investment
Stewardship’s (BIS) meets with boards of companies
frequently to evaluate how they are strategically managing
their longer-term issues, including those surrounding
ESG and the potential impact these may have on company
financials. BIS’s and the portfolio management team’s
understanding of ESG issues is further supported by
BlackRock’s Sustainable and Transition Solutions (STS).
STS look to advance ESG research and integration, active
engagement and the development of sustainable investment
solutions across the firm.
Investment Stewardship
Consistent with BlackRock’s fiduciary duty as an asset
manager, BIS seeks to support investee companies in their
efforts to deliver long-term durable financial performance
on behalf of our clients. These clients include public and
private pension plans, governments, insurance companies,
endowments, universities, charities and, ultimately, individual
investors, among others. BIS serves as an important link
between BlackRock’s clients and the companies they
invest in. Clients depend on BlackRock to help them meet
their investment goals; the business and governance
decisions that companies make will have a direct impact on
BlackRock’s clients’ long-term investment outcomes and
financial well-being.
Global Principles
BlackRock’s approach to corporate governance and
stewardship is comprised in BIS’ Global Principles and
market-specific voting guidelines. BIS’ policies set out
the core elements of corporate governance that guide its
investment stewardship activities globally and within each
regional market, including when voting at shareholder
meetings for those clients who have authorized BIS to vote on
their behalf. Each year, BIS reviews its policies and updates
them as necessary to reflect changes in market standards
and regulations, insights gained over the year through third-
party and its own research, and feedback from clients and
companies. BIS’ Global Principles are available on its website
at www.blackrock.com/corporate/literature/fact-sheet/blk-
responsible-investment-engprinciples-global.pdf.
Market-specific proxy voting guidelines
BIS’ voting guidelines are intended to help clients and
companies understand its thinking on key governance
matters. They are the benchmark against which it assesses a
company’s approach to corporate governance and the items
on the agenda to be voted on at a shareholder meeting. BIS
applies its guidelines pragmatically, taking into account a
company’s unique circumstances where relevant. BlackRock
informs voting decisions through research and engages as
necessary. BIS reviews its voting guidelines annually and
updates them as necessary to reflect changes in market
standards, evolving governance practice and insights gained
from engagement over the prior year.
BIS’ market-specific voting guidelines are available on
its website at www.blackrock.com/corporate/about-us/
investment-stewardship#stewardship-policies.
BlackRock is committed to transparency in terms of
disclosure on its stewardship activities on behalf of clients.
BIS publishes its stewardship policies – such as the Global
Principles, engagement priorities, and voting guidelines –
to help BlackRock’s clients understand its work to advance
their interests as long-term investors in public companies.
Additionally, BIS publishes both annual and quarterly reports
detailing its stewardship activities, as well as vote bulletins
that describe its rationale for certain votes at high profile
shareholder meetings. More detail in respect of BIS reporting
can be found at www.blackrock.com/corporate/about-us/
investment-stewardship.
Strategic report
continued
Section 3: Governance
55
BlackRock’s reporting and disclosures
In terms of its own reporting, BlackRock believes that
the SASB provides a clear set of standards for reporting
sustainability information across a wide range of issues, from
labour practices to data privacy to business ethics.
For evaluating and reporting climate-related risks, as well as
the related governance issues that are essential to managing
them, the TCFD provides a valuable framework.
BlackRock recognises that reporting to these standards
requires significant time, analysis, and effort. BlackRock’s
2021 TCFD report can be found at www.blackrock.
com/corporate/literature/continuous-disclosure-and-
importantinformation/tcfd-report
-2021
-blkinc.pdf.
The Investment Manager has access to a range of data
sources, including principal adverse indicator (“PAI”) data,
when making decisions on the selection of investments.
However, whilst BlackRock considers ESG risks for all
portfolios and these risks may coincide with environmental
or social themes associated with the PAIs, unless stated
otherwise in the AIFMD Fund Disclosure Document, the
Company does not commit to considering PAIs in driving the
selection of its investments.
The above forms part of the Strategic Report.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
1 February 2023
56
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
The Directors present the Annual Report and Financial
Statements of the Company and its subsidiary (together the
Group) for the year ended 30 November 2022.
Status of the company
The Company carries on business as an investment trust.
It has been approved by HM Revenue & Customs as an
investment trust in accordance with Sections 1158 and 1159
of the Corporation Tax Act 2010, subject to the Company
continuing to meet eligibility conditions. The Directors are
of the opinion that the Company has conducted its affairs
in a manner which will satisfy the conditions for continued
approval.
The Company is domiciled in the UK as an investment
company within the meaning of Section 833 of the
Companies Act 2006. It is not a close company and has no
employees.
As an investment company that is managed and marketed
in the United Kingdom, the Company is an Alternative
Investment Fund (AIF) falling within the scope of, and subject
to, the requirements of the Alternative Investment Fund
Managers’ Directive (AIFMD). The Company is governed by
the provisions of the European Union (Alternative Investment
Fund Managers) Regulations 2013 (the Regulations). It
must comply with a number of obligations, including the
appointment of an Alternative Investment Fund Manager
(AIFM) and a Depositary to carry out certain functions. The
AIFM must also comply with the Regulations in respect of
leverage, outsourcing, conflicts of interest, risk management,
valuation, remuneration and capital requirements and
must also make additional disclosures to both shareholders
and the FCA. Further details are set out on the Company’s
website at www.blackrock.com/uk/beri, the Regulatory
Disclosures section on pages 12
7
to 132
and in the notes to
the financial statements on pages
9
5
to 119.
The Company’s ordinary shares are eligible for inclusion in
the stocks and shares component of an Individual Savings
Account (ISA).
Shareholder Rights Directive II
The Shareholder Rights Directive II took effect from 10 June
2019 with some transitional provisions. It encourages
long-term shareholder engagement and transparency
between companies and shareholders. In substantive
terms the changes were small for investment companies
and the majority of requirements apply to the Company’s
remuneration policy and disclosure of processes, as well as
related party transactions. There are also additional rules for
Alternative Investment Fund Managers and proxy advisers.
GDPR
Data protection rights were harmonised across the European
Union following the implementation of the General Data
Protection Regulation (“GDPR”) on 25 May 2018. The Board
has sought and received assurances from its third-party
service providers that they have taken appropriate steps to
ensure compliance with the regulation. The Company’s ‘Data
Privacy Policy’ can be found on the Company’s website at
www.blackrock.com/uk/beri.
Facilitating retail investments
The Company currently conducts its affairs so that the
shares issued by the Company can be recommended by
independent financial advisers to ordinary retail investors
in accordance with the FCA’s rules in relation to non-
mainstream pooled investments and intends to continue to
do so for the foreseeable future.
The shares are excluded from the FCA’s restrictions which
apply to non-mainstream pooled investments because they
are shares in an investment trust.
The Common Reporting Standard
Tax legislation under the OECD (Organisation for Economic
Co-operation and Development) Common Reporting
Standard for Automatic Exchange of Financial Account
Information (The Common Reporting Standard) was
introduced on 1 January 2016.
The legislation requires investment trust companies to
provide personal information to HMRC about investors
who purchase shares in investment trusts. As an affected
company, BlackRock Energy and Resources Income Trust
plc will have to provide information annually to the local
tax authority on the tax residencies of a number of non-UK
based certificated shareholders and corporate entities. The
local tax authority to which the information is initially passed
may in turn exchange the information with the tax authorities
of another country or countries in which the shareholder may
be tax resident, where those countries (or tax authorities in
those countries) have entered into agreements to exchange
financial account information.
All new shareholders, excluding those whose shares are
held in CREST, entered onto the share register will be sent
a certification form for the purposes of collecting this
information.
Dividends
Details of dividends paid and payable in respect of the year
are set out in the Chairman’s Statement on page
6
and in
note 8 on page 102.
Directors’ report
Section 3: Governance
57
Investment management and
administration
BlackRock Fund Managers Limited (BFM) was appointed
as the AIFM with effect from 2 July 2014. The management
contract is terminable by either party on six months’ notice.
BlackRock Investment Management (UK) Limited (BIM
(UK)) acts as the Company’s Investment Manager under
a delegation agreement with BFM. BIM (UK) also acted as
the Secretary of the Company throughout the year. BFM
receives a fee of 0.80% on gross assets. In addition, BFM
has agreed, if required, to rebate a portion of the Company’s
Management fee each year to ensure that the Company’s
ongoing charges, as set out and defined in its annual report
(and for avoidance of doubt including the management
fee) do not exceed 1.25% per annum of net assets. Further
details in relation to the management fee are given in note 4
on page 99. The Board believes that the current fee structure
is appropriate for an investment company in this sector.
The Company contributes to a focused investment trust sales
and marketing initiative operated by BIM (UK) on behalf of
the investment trusts under its management. For the year
ended 30 November 2022, the Company’s contribution to
the consortium element of the initiative, which enables the
trusts to achieve efficiencies by combining certain sales
and marketing activities, represented 0.025% per annum
of its net assets (£122.3 million) as at 31 December 2021,
and this contribution is matched by BIM (UK). For the year
ended 30 November 2022, £45,000 (excluding VAT) has been
invoiced and paid in respect of this initiative. The purpose of
the programme is to ensure effective communication with
existing shareholders and to attract new shareholders to the
Company. This has the benefit of improving liquidity in the
Company’s shares and helps sustain the stock market rating
of the Company.
BFM and BIM (UK) are subsidiaries of BlackRock, Inc. which
is a publicly traded corporation on the New York Stock
Exchange operating as an independent firm.
Appointment of the manager
The Board considers the arrangements for the provision of
investment management and other services to the Company
on an ongoing basis and a formal review is conducted
annually. As part of the annual review the Board considers
the quality and continuity of the personnel assigned to
handle the Company’s affairs, the investment process and
the results achieved to date.
The Board believes that the continuing appointment of BFM
(the Manager) as AIFM, and the delegation of investment
management services to BIM (UK) (the Investment
Manager) on the terms disclosed above, is in the interests of
shareholders as a whole given the track record of BlackRock’s
Natural Resources team in the commodities sector.
The Board believes that the excellent recent performance
and the quality of BlackRock’s team and its support services,
fully justify its continuing appointment.
Depositary and Custodian
The Company has appointed The Bank of New York Mellon
(International) Limited (BNYM or the Depositary) to perform
this role. The Depositary’s duties and responsibilities are
outlined in the investment fund legislation (as set out in the
FCA AIF Rulebook). The main role of the Depositary under the
AIFM Directive is to act as a central custodian with additional
duties to monitor the operations of the Company, including
monitoring cash flows and ensuring that the Company’s
assets are valued appropriately in accordance with the
relevant regulations and guidance. The Depositary is also
responsible for enquiring into the conduct of the AIFM in
each annual accounting period. The Depositary receives a
fee payable at a rate of 0.0095% per annum of net assets.
The Company has appointed the Depositary in a tripartite
agreement, to which the Manager as AIFM is also a signatory.
The Depositary is also liable for the loss of financial
instruments held in custody.
Under the depositary agreement, custody services in respect
of the Company’s assets have been delegated to The Bank
of New York Mellon (International) Limited (BNYM). BNYM
receives a custody fee payable by the Company at rates
depending on the number of trades effected and the location
of securities held. The depositary agreement is subject to
90 days’ notice of termination by any party.
Registrar
The Company has appointed Computershare Investor
Services PLC as its Registrar (Computershare or the
Registrar). The principal duty of the Registrar is the
maintenance of the register of shareholders (including
registering transfers). It also provides services in relation
to any corporate actions, dividend administration and
shareholder documentation, the Common Reporting
Standard and for the Foreign Account Tax Compliance Act.
Computershare receive a fixed fee, plus disbursements and
VAT for the maintenance of the share register. Fees in respect
of corporate actions are negotiated on an arising basis.
Foreign exchange
At the financial year end, approximately 83.9% of
the Company’s portfolio was invested in non-British
Pound Sterling assets, with 45.1% invested in US Dollar
denominated assets. The Investment Manager does not
actively hedge currency exposure.
58
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
Derivative transactions
During the year the Group entered into a number of
derivative option contracts generating option premium
income of £1,342,000 (2021: £742,000). There was one open
option contract at 30 November 2022 (2021: none).
Change of control
There are no agreements which the Company is party to that
might be affected by a change of control of the Company.
Exercise of voting rights in investee
companies
The exercise of voting rights attached to the Company’s
portfolio has been delegated to the Investment Manager,
whose voting policy is set out below. BlackRock’s approach
to voting at shareholder meetings, engagement with
companies and corporate governance is framed within an
investment context. BlackRock believes that sound corporate
governance practices by companies contribute to their long-
term financial performance and thus to better risk-adjusted
returns.
BlackRock’s proxy voting process is led by the BlackRock
Investment Stewardship team, located in six offices around
the world. In addition to its own professional staff, the
BlackRock Investment Stewardship team draws upon the
expertise of BlackRock’s portfolio managers, researchers and
other internal and external resources globally. BlackRock’s
global corporate governance and engagement principles
are published on the website https://www.blackrock.com/
corporate/literature/fact-sheet/blkresponsible-investment-
guidelines-emea.pdf. The principles set out BlackRock’s
views on the overarching features of corporate governance
that apply in all markets. For each region, BlackRock also
publishes market-specific policies, which are updated
every year to ensure that they remain relevant. The voting
guidelines are principles-based and not prescriptive because
BlackRock believes that each voting situation needs to be
assessed on its merits. Voting decisions are taken to support
the outcome that BlackRock believes (in its professional
judgement) will best protect the economic interests of their
clients.
During the year under review, the Investment Manager voted
on 897 proposals at 67 general meetings on behalf of the
Company. At these meetings the Investment Manager voted
in favour of most resolutions, as should be expected when
investing in well run companies but voted against 44 (4.91%)
resolutions and abstained from voting on 22 (2.45%)
resolutions. Most of the votes against were in respect of
resolutions relating to the election or re-election of directors,
changes to board structure and governance and directors’
remuneration, which were deemed by the Investment
Manager as not being in the best interests of shareholders.
Principal risks
The key risks faced by the Company are set out in the
Strategic Report on pages 39 to 43.
Going concern
The financial statements of the Company have been
prepared on a going concern basis. As described in the
viability statement on pages 43 and 44
of the annual
report, the Board is mindful of the continuing uncertainty
surrounding the potential duration of the COVID-19
pandemic and its longer-term impact on the global economy.
Additionally, the Board is also mindful that the risk that
unforeseen or unprecedented events including (but not
limited to) heightened geo-political tensions such as the
war in Ukraine, high inflation and the current cost of living
crisis has had a significant impact on global markets.
Notwithstanding this significant degree of uncertainty,
the Directors are satisfied that the Company has adequate
resources to continue in operational existence for the period
to 30 November 2024, being a period of at least 12 months
from the date of approval of these financial statements,
and is financially sound. The Board is also satisfied that the
Company and its key third party service providers have in
place appropriate business continuity plans and will be able
to maintain service levels. For this reason, they continue to
adopt the going concern basis in preparing the financial
statements.
The Company’s ongoing charges represent a very small
proportion of the Company’s assets (and have been capped
at 1.25% per annum of net assets by the Manager) and the
Board is confident that the Company will be able to meet
all of its liabilities and ongoing expenses from its assets
and income generated from these assets. More information
in respect of how the ongoing charges ratio (which is an
Alternative Performance Measure) is calculated is set out in
the Glossary on pages 134 and 135; more information on
how the cap is applied is set out in note 4 on page 99.
Directors
The Directors of the Company and their biographies are set
out on pages 3
5
and 3
6
. Details of the Directors’ interests
in the ordinary shares of the Company are set out in the
Directors’ Remuneration Report on page
66
. All of the
Directors held office throughout the year under review,
except Mrs Ferguson who was appointed on 22 December
2021.
The Board may appoint additional Directors to the Board
but any Director so appointed must stand for election by the
shareholders at the next AGM.
Board independence and tenure
The Board’s policy on tenure is that length of service does not
necessarily compromise the independence or contribution of
Directors’ report
continued
Section 3: Governance
59
directors of an investment trust company, where continuity
and experience can add significantly to the strength of the
Board. After due consideration and further to the annual
evaluation process, the Board has concluded that all the
Directors continue to be independent in both character
and judgement and that there are no relationships or
circumstances which are likely to affect the judgement of any
Director.
Director’s appointment, retirement and
succession
Although the Articles of Association require that one third
of the Directors retire and submit themselves for re-election
at each AGM the Board has resolved that all of the Directors
should be subject to re-election on an annual basis.
Accordingly, Dr Bell, Mr Brown, Mrs Ferguson and Mr Robson
will offer themselves for re-election for a further year. Further
details of the independence of the Board and Board tenure
is provided in the Corporate Governance Statement on
pages 70 and 71.
The Board has considered the position of Mr Brown, Dr Bell,
Mrs Ferguson and Mr Robson as part of the evaluation
process and believes that it would be in the Company’s
best interests for each of them to be proposed for re-
election at the forthcoming AGM, given their material
level of contribution and commitment to the role. Mrs
Ferguson joined the Board on 22 December 2021 following
a rigorous selection process. A number of candidates were
considered, and the Nomination Committee concluded
that Mrs Ferguson was the most appropriate candidate to
complement the skills of the Board; the Board approved her
appointment on 22 December 2021 and Mrs Ferguson’s
election to the Board was approved by shareholders at the
AGM in March 2022.
Having considered the Directors’ performance within the
annual Board performance evaluation process (further
details of which are provided on pages
70 and 71), the Board
believes that it continues to operate effectively and that
the Directors bring extensive knowledge and commercial
experience and demonstrate a range of valuable business,
financial and asset management skills. The Board therefore
recommends that shareholders vote in favour of each
Director’s proposed re-election. More details in respect of the
skills and experience each Director brings to the Board are
set out in more detail on pages 60 and 61.
There were no contracts subsisting during the year under
review or up to the date of this report in which a Director of
the Company is or was materially interested and which is or
was significant in relation to the Company’s business. None
of the Directors are entitled to compensation for loss of office
on the takeover of the Company. None of the Directors has a
service contract with the Company.
Directors’ indemnity
In addition to Directors’ and Officers’ liability insurance cover,
the Company’s Articles of Association provide, subject to
the provisions of applicable UK legislation, an indemnity for
Directors in respect of costs incurred in the defence of any
proceedings brought against them by third parties arising out
of their positions as Directors, in which they are acquitted, or
judgement is given in their favour. The Company has entered
into Deeds of Indemnity with each of the Directors individually
which are available for inspection at the Company’s registered
office and will be available at the AGM.
Conflicts of interest
The Board has put in place a framework for Directors to
report conflicts of interest, or potential conflicts of interest.
All Directors are required to notify the Company Secretary of
any situations, or potential situations, where they consider
that they have or may have a direct, or indirect interest or
duty that conflicts, or possibly conflicts, with the interests of
the Company. All such situations are reviewed by the Board
and duly authorised. Directors are also made aware at each
meeting that there remains a continuing obligation to notify
the Company Secretary of any new situations that may arise,
or any changes to situations previously notified. It is the
Board’s intention to continue to review all notified situations
on a regular basis.
The Board considers that the framework has worked
effectively throughout the year under review.
Directors’ remuneration report and policy
The Directors’ Remuneration Report is set out on pages
6
4 to
67
. An advisory ordinary resolution to approve this report will
be put to shareholders at the Company’s AGM. The Company
is also required to put the Director’s Remuneration Policy to
a binding shareholder vote every three years. The Company’s
Remuneration Policy was last put to shareholders at the AGM
in 2020, therefore, an ordinary resolution to approve the policy
will next be put to shareholders at the forthcoming AGM.
Directors’ responsibilities
The Directors’ responsibilities in preparing these financial
statements are noted on page
7
9.
Substantial share interests
As at 30 November 2022, 1607 Capital Partners LLC had
notified the Company that it held interest in 4.28%, and
IntegraFin Holdings plc had notified the Company that
it held interest in 3.03% of the voting rights attached to
the Company’s issued share capital (excluding shares in
treasury). Subsequently and up to 1 February 2023, the
Company had not received any additional notifications
in accordance with the FCA’s Disclosure Guidance and
Transparency Rule 5.1.2R of interests in 3% or more of the
voting rights attaching to the Company’s issued share capital
or any changes to existing interests.
60
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
Share capital
Details of the Company’s issued share capital are given in
note 14 on page 104. Details of the voting rights are given
in note 16 to the Notice of Annual General Meeting on
page 143.
The ordinary shares carry the right to receive dividends
and have one voting right per ordinary share. There are no
restrictions on the voting rights of the ordinary shares. There
are no shares which carry specific rights with regard to the
control of the Company.
Share issues
During the year, the Company issued/sold 18,137,837
ordinary shares (2,747,643 ordinary shares from treasury)
for net proceeds of £22,785,000.
The current authority to issue new ordinary shares or sell
ordinary shares from treasury for cash was granted to the
Directors on 15 March 2022 and will expire at the conclusion
of the 2023 AGM. The Directors are proposing that their
authority to issue new ordinary shares or sell shares from
treasury for cash be renewed at the forthcoming AGM. The
Company will be seeking the authority to allot new ordinary
shares or sell from treasury ordinary shares representing up
to 10% of the Company’s issued ordinary shares capital.
Share repurchases
The current authority to repurchase up to 14.99% of the
Company’s issued share capital to be held in treasury or
for cancellation was granted to the Directors on 15 March
2022 and will expire at the conclusion of the 2023 AGM. No
ordinary shares were bought back in the year under review.
As at the date of this report, no additional shares have been
bought back since 30 November 2022.
The Directors are proposing that their authority to buy back
up to 14.99% of the Company’s issued share capital be
renewed at the forthcoming AGM.
Although the Manager initiates any buy backs, the policy
and parameters are set by the Board and reviewed at regular
intervals. The Company raises the cash needed to finance
any purchase of shares either by selling securities in the
Company’s portfolio or by short-term borrowing.
Treasury shares
The Board has determined that up to 10% of the issued
shares of the Company may be held in treasury and as
described above, the Company is authorised to purchase its
own ordinary shares to be held in treasury for re-issue at a
premium, or cancellation at a future date. During the year,
the Company sold 2,747,643 ordinary shares from treasury.
As at 30 November 2022, no ordinary shares were held in
treasury.
Streamlined energy and carbon reporting
(SECR) statement: greenhouse gas (GHG)
emissions and energy consumption
disclosure
As an externally managed investment company, the
Company has no greenhouse gas emissions to report from
its operations, nor does it have any responsibility for any
other emissions producing sources under the Companies Act
(Strategic Report and Directors’ Reports) Regulations 2013.
For the same reason, the Company considers itself to be a
low energy user under the SECR regulations and therefore is
not required to disclose energy and carbon information.
Articles of association
Any amendments to the Company’s Articles must be made by
special resolution.
Annual general meeting
The following information to be discussed at the forthcoming
Annual General Meeting is important and requires your
immediate attention. If you are in any doubt about the
action you should take, you should seek advice from your
stockbroker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (as amended).
If you have sold or transferred all of your ordinary shares
in the Company you should pass this document, together
with any other accompanying documents including the
form of proxy, at once to the purchaser or transferee, or to
the stockbroker, bank or other agent through whom the sale
or transfer was effected, for onward transmission to the
purchaser or transferee.
Resolution 1 – Approval of the Annual Report and
Financial Statements:
This resolution seeks shareholder approval of the Annual
Report and financial statements for the year ended 30
November 2022 and the Auditor’s report thereon.
Resolution 2 – Approval of the Directors’
Remuneration Report:
This resolution is an advisory vote on the Directors’
Remuneration Report, excluding any content relating to the
Remuneration Policy.
Resolution 3 – Approval of the Directors’
Remuneration Policy:
This is a binding resolution to approve the Directors’
Remuneration Policy as set out on pages 68 and 69.
Resolution 4 – Approval of the Company’s
dividend policy:
This is a binding resolution to approve the Company’s
dividend policy to continue to pay four quarterly interim
dividends, which in the year under review totalled 4.40p per
share.
Directors’ report
continued
Section 3: Governance
61
Resolutions for the election and re-election
of directors
The biographies of the Directors are set out on pages 3
5
and 3
6
and are incorporated into this report by reference.
The skills and experience each Director brings to the Board
for the long-term sustainable success of the Company are
set out on pages 60 and 61. All the Directors apart from Mrs
Ferguson (who joined on 22 December 2021) held office
throughout the year under review. All Directors will stand for
re-election by shareholders at the meeting in accordance
with the requirements of the UK Code.
Resolution 5
relates to the re-election of Dr Carol Bell who
was appointed on 1 December 2014. Dr Bell has worked
in or been an advisor or financier to the sectors in which
the Company invests throughout her professional career.
As well as an in-depth knowledge of these sectors, her
skills include strategic planning and the ability to identify
structural trends, a significant asset given the degree
of change faced by the Company’s investment universe
as a consequence of the energy transition away from
hydrocarbon fuels. Dr Bell became a director of Chapter
Zero in June 2019, an organisation which aims to support
non-executive directors in engaging with Climate Risk
at board level. She also has considerable governance
experience through serving on public company boards
since 2005 as a non-executive director.
Resolution 6
relates to the re-election of Mr Adrian
Brown who was appointed on 10 December 2019 and
as Chairman of the Board on 16 March 2022. Mr Brown
brings leadership skills and has a wealth of experience in
the financial sector and in developing corporate strategy.
He brings in-depth knowledge, expertise and experience
in investment management and investment marketing
having worked in the financial services sector as a senior
portfolio manager and a client portfolio manager for
a number of management houses and has a wealth of
experience in the financial and commerce sectors.
Resolution 7
relates to the re-election of Mr Andrew
Robson who was appointed on 8 December 2020 and
has a wealth of experience in the financial sector, with
over 15 years of corporate finance experience, gained at
Robert Fleming & Co Limited and SG Hambros. He
has
considerable experience as a finance director and as
chairman of audit committees, including for a number
of investment companies, and has a business advisory
practice. He is also a qualified chartered accountant.
Resolution 8
relates to the re-election of Mrs Carole
Ferguson who was appointed on 22 December 2021
and has a wealth of experience in the financial services
sector in research, finance and sustainability. She began
her career in fund management with BZW Investment
Management,
moving to work in equity derivatives with
Swiss Bank Corporation, JP Morgan Securities and later
with Jardine Fleming (Hong Kong) and Robert Fleming
(London). Subsequently she was a senior member of the
UK fund management team at SG Asset Management
before moving to work as a mining analyst at SP Angel for
four years. In 2017 she became Head of Investor Research
at CDP, the charity that runs the global disclosure system
for investors, companies, and others to manage their
environmental impact. She is currently a Partner and
Research Director of Signal Climate Analytics. She is also
on the advisory board of WHEB Asset Management, an
impact investor focused on the opportunities created
by the transition to a low carbon and sustainable global
economy and was formerly a Managing Director of
Industry Tracker, a climate research house.
Ordinary resolutions relating to the following items of special
business will be proposed at the forthcoming Annual General
Meeting.
Resolutions 9 and 10 – Re-appointment of the
external Auditor and the Auditor’s Remuneration
These resolutions relate to the re-appointment and
remuneration of the Company’s Auditor. The Company,
through its Audit and Management Engagement Committee,
has considered the independence and objectivity of the
external Auditor and are satisfied that the Auditor remains
independent. Further information in relation to the
assessment of the Auditor’s independence can be found on
page 82.
Resolution 11 – Authority to allot shares:
The Directors may only allot shares if authorised to do so by
shareholders in a general meeting. This resolution seeks to
renew the authority of the Directors to allot ordinary shares
up to an aggregate nominal amount of £134,90
6
which is
equivalent to 13,490,619 ordinary shares of 1p each and
represents 10% of the Company’s issued ordinary share
capital (excluding any treasury shares) as at the date of the
Notice of the Annual General Meeting. The Directors will use
this authority when it is in the best interests of the Company
to issue ordinary shares. This authority will expire at the
conclusion of the Annual General Meeting to be held in 2024
unless renewed prior to that date.
Resolution 12 – Additional authority to allot
ordinary shares
This resolution seeks authority for the Directors, in addition
to that sought by resolution 11, to allot shares up to an
aggregate nominal amount of £134,90
6
, which is equivalent
to 13,490,619 ordinary shares and represents a further 10%
of the Company’s issued ordinary share capital (excluding
treasury shares) as at the date of the Notice of the Annual
General Meeting. The Directors will use this authority when
it is in the best interests of the Company to issue ordinary
shares. This authority resolution, will expire at the conclusion
of the Annual General Meeting of the Company to be held in
2024 unless renewed prior to that date at an earlier general
meeting.
The following special resolutions relating to the following
items of special business will be proposed at the forthcoming
Annual General Meeting.
62
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
Resolution 13 – Authority to disapply
pre-exemption rights:
By law, Directors require specific authority from shareholders
before allotting new shares or selling shares out of treasury
for cash without first offering them to existing shareholders
in proportion to their holdings.
Resolution 13 empowers the Directors to allot new ordinary
shares for cash or to sell ordinary shares held by the
Company in treasury for cash, otherwise than to existing
shareholders on a pro rata basis, subject to the passing
of resolution 11, up to an aggregate nominal amount of
£134,90
6
which is equivalent to 13,490,619 ordinary shares
and represents 10% of the Company’s issued ordinary
share capital as at the date of the Notice of Annual General
Meeting. This authority will expire at the conclusion of the
Annual General Meeting of the Company to be held in 2024
unless renewed prior to that date.
All shares allotted, or sold from treasury, pursuant to this
resolution 13 would be at a premium to the prevailing NAV
per ordinary share.
Resolution 14 – Additional authority to disapply
pre-emption rights
By law, Directors require specific authority from shareholders
before allotting new shares or selling shares out of treasury
for cash without first offering them to existing shareholders
in proportion to their holdings.
Resolution 14 empowers the Directors to allot new ordinary
shares for cash or to sell shares held by the Company in
treasury for cash, otherwise than to existing shareholders
on a pro rata basis, subject to the passing of resolution 12
and in addition to the authority sought under resolution 13,
up to an aggregate nominal amount of £134,90
6
which is
equivalent to 13,490,619 ordinary shares of 1p each, and
represents 10% of the Company’s issued ordinary share
capital (excluding treasury shares) as at the date of the
Notice of the Annual General Meeting. This authority will
expire at the conclusion of the Annual General Meeting of
the Company to be held in 2024 unless renewed prior to that
date at an earlier general meeting.
All shares allotted, or sold from treasury, pursuant to this
resolution 14 would be at a premium to the prevailing NAV
per ordinary share.
The additional share issuance authorities being sought by
the Board under resolutions 12 and 14 are aimed at ensuring
that the Company is positioned to issue into market demand
on a timely basis at minimal cost to shareholders (in view of
the high level of demand for the Company’s shares over the
year under review, with 18,137,837 ordinary shares issued
over the period). The Board believes that such issuance is
beneficial for shareholders as it increases the capital base
over which the Company’s fixed costs are spread, reducing
the Company’s ongoing charges ratio and further minimising
costs for shareholders.
Resolution 15 – Authority to buy back shares:
The resolution to be proposed will seek to renew the authority
granted to Directors enabling the Company to purchase its
own shares. The Directors will only consider repurchasing
shares in the market if they believe it to be in shareholders’
interests and as a means of correcting any imbalance
between supply and demand for the Company’s shares. The
Directors are seeking authority to purchase up to 20,222,438
ordinary shares, being approximately 14.99% of the issued
share capital (excluding treasury shares) as at the date of the
Notice of Annual General Meeting. This authority will expire
at the conclusion of the Annual General Meeting to be held in
2024 unless renewed prior to that date.
Any ordinary shares purchased pursuant to resolution 15
shall be cancelled immediately upon completion of the
purchase or held, sold, transferred or otherwise dealt with
as treasury shares in accordance with the provisions of the
Companies Act 2006.
Resolution 16 – Notice period for General
Meetings:
This resolution 16 empowers the Directors to hold general
meetings (other than annual general meetings) on 14 clear
days’ notice, which is the minimum notice period permitted
by the Companies Act 2006. The Companies Act 2006
increases the minimum notice period to 21 days unless three
conditions are met.
The first condition is that the general meeting is not an
annual general meeting. The second condition is that
the Company offers facilities for shareholders to vote by
electronic means. The third condition is that there is a
resolution of shareholders approving the reduction in the
minimum notice period from 21 days to 14 days, hence this
resolution being proposed. It is not intended that this power
will be used as a matter of course, rather that this flexibility
will be utilised where the Board believes that the nature of
the business to be conducted requires that a general meeting
be convened at 14 days’ notice.
Recommendation
Your Board considers that each of the resolutions to
be proposed at the Annual General Meeting is likely to
promote the success of the Company for the benefit of its
members as a whole and are in the best interests of the
Company and its shareholders as a whole. The Directors
unanimously recommend that shareholders vote in favour of
the resolutions, as they intend to do in respect of their own
beneficial holdings.
Corporate governance
Full details are given in the Corporate Governance Statement
on pages
70 to 74. The Corporate Governance Statement
forms part of this Directors’ Report.
Directors’ report
continued
Section 3: Governance
63
Audit information
As required by Section 418 of the Companies Act 2006
each of the Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as they are
aware, there is no relevant audit information of which the
Company’s Auditor is unaware and each Director has taken
all the steps that they ought to have taken as a Director to
make themselves aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that
information.
Auditor
The Auditor, Ernst & Young LLP, is willing to continue in
office. Resolutions proposing the reappointment of Ernst
& Young LLP and authorising the Audit and Management
Engagement Committee to determine the Auditor’s
remuneration for the ensuing year will be proposed at the
AGM.
The Directors’ Report was approved by the Board at its
meeting on 1 February 2023.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
1 February 2023
64
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
The Board presents the Directors’ Remuneration Report for
the year ended 30 November 2022 which has been prepared
in accordance with Sections 420-422 of the Companies
Act 2006 and the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008.
The law requires the Company’s Auditor to audit certain
of the disclosures provided. Where disclosures have been
audited, they are indicated as such. The Auditor’s opinion is
included in their report on pages 82 to 89.
Statement by the chairman
A key driver of the remuneration policy is that fees payable to
Directors should be sufficient to attract and retain individuals
with suitable knowledge and experience to promote the
long-term success of the Company whilst also reflecting
the time commitment and responsibilities of the role. The
Board’s focus is on setting the strategy for the successful
progression of the Company and monitoring performance
against the strategic objectives set. In order to do this
effectively, Directors spend a substantial amount of time
preparing for the six scheduled Board meetings and three
Audit and Management Engagement Committee meetings
held each year. At these meetings, the Directors review the
Company’s portfolio, monitor investment performance and
review compliance with investment guidelines.
The Board also reviews and monitors the Company’s ongoing
operating costs to ensure that these represent optimal value
and are in line with agreed budgets. In addition, the Board
sets the marketing strategy of the Company and contributes
to a sales and marketing initiative operated by BlackRock;
the Board has set key performance indicators to monitor
progress and reviews these on a regular basis to monitor and
assess the effectiveness of this initiative. The Board monitors
the Company’s share rating closely and is responsible for
determining the appropriate action to be taken to manage
this where necessary.
Directors are also responsible for establishing and
maintaining the Company’s control systems to manage
risk effectively, and a register of these controls and the
risks facing the Company are reviewed at each Audit and
Management Engagement Committee meeting, along
with control reports from external auditors. Directors also
receive an annual update from BlackRock’s internal audit
department. As well as this usual business, Directors also
spend additional time as and when required in ad hoc
meetings to address other issues as they arise, including
the Board’s response to emerging risks. Investment trusts
are subject to a large number of regulatory and disclosure
requirements, including the requirements of the UK Code,
UKLA Listing Rules, and Investment Trust Company
tax regulations. The regulatory burden has increased
significantly in recent years, with the implementation of
AIFMD, GDPR, Foreign Account Tax Compliance Act (FATCA)
and the Common Reporting Standard requiring considerable
additional time to be spent by the Board to ensure that
new depositary and management agreements comply with
best industry practice. There are yet more new regulatory
obligations that will become applicable to the Company over
the next few years, all of which are expected to generate an
increased workload for Directors, and the Board will continue
to be mindful of this in setting remuneration levels.
For the year ended 30 November 2022, the Chairman
received an annual fee of £40,000, the Audit and
Management Engagement Committee Chairman received
£34,000 per annum and the other Directors received £29,000
per annum. Following a review on 7 December 2022, it
was agreed that no changes would be made to Directors’
remuneration at the present time. Prior to this, Directors’
fees were last increased on 1 December 2021. Additional
information in respect of the Board’s remuneration and
the basis for determining the level of any increase in
the Directors’ remuneration is set out in the Directors’
Remuneration Policy on pages
6
8 and 69.
No discretionary fees have been paid to Directors during
the year or since inception and the payment of such fees
is expected to be a rare occurrence, only necessary in
exceptional circumstances. Any discretionary fees paid
to the Directors will be clearly disclosed in the Directors’
Remuneration Report accompanied by an explanation of the
work undertaken and why it was deemed necessary to pay
such additional remuneration.
Remuneration committee
The Board as a whole fulfils the function of the Remuneration
Committee and considers any change in the Directors’
remuneration policy. A separate Committee has therefore not
been established. The Company’s Directors as at the date of
this report are all non-executive and are independent of the
Manager. No advice or services were provided by any external
agencies or third parties in respect of remuneration levels.
Remuneration/service contracts
The maximum remuneration of the Directors is determined
within the limits of the Company’s Articles and currently
amounts in aggregate to £200,000 per annum. No element of
the Directors’ remuneration is performance related.
None of the Directors is entitled to receive from the
Company:
performance related remuneration;
any benefits in kind except reasonable travel expenses
in the course of travel to attend meetings and duties
undertaken on behalf of the Company;
share options;
rewards through a long-term incentive scheme;
a pension or other retirement benefit; and
compensation for loss of office.
Directors’ remuneration report
Section 3: Governance
65
The Company has no employees and consequently no
consideration is required to be given to employment
conditions elsewhere in setting Directors’ fees.
All of the Directors are non-executive. None of the Directors
has a service contract with the Company and the terms of
their appointment are detailed in a letter of appointment.
New directors are appointed for an initial term of three years
and it is expected that they will serve two further three-year
terms. The continuation of an appointment is contingent
on satisfactory performance evaluation and re-election at
each Annual General Meeting (AGM). A director may resign
by notice in writing to the Board at any time, there is no
notice period. The letters of appointment are available for
inspection at the registered office of the Company.
Implementation of the remuneration policy
in the year 2022
The Directors intend that the Company’s Remuneration
Policy will be implemented as set out on pages
6
4 to 68. The
Directors’ remuneration policy on page
6
8 and the policy
table on page
6
9 form part of this report. The Directors
do not receive any performance related remuneration or
incentives. Discretionary payments are permitted under the
policy; however, such discretionary payments would only be
considered in exceptional circumstances.
Remuneration implementation report
A single figure for total remuneration of each Director is set out in the table below for the year ended 30 November 2022:
Year ended 30 November 2022
Year ended 30 November 2021
Directors
Fees
Taxable
benefits
1
Total
Fees
Taxable
benefits
1
Total
£
£
£
£
£
£
Adrian Brown
2
(Chairman)
36,915
36,915
27,000
27,000
Dr Carol Bell
29,000
29,000
27,000
27,000
Carole Ferguson
3
27,332
27,332
n/a
n/a
n/a
Andrew Robson
34,000
34,000
29,956
29,956
Ed Warner
4
11,616
11,616
38,000
38,000
Michael Merton
5
n/a
n/a
n/a
9,293
9,293
Total
138,863
138,863
131,249
131,249
1
Taxable benefits relate to travel and subsistence costs.
2
Mr Brown became Chairman of the Board with effect from 16 March 2022.
3
Mrs Ferguson joined the Board with effect from 22 December 2021.
4
Mr Warner retired from the Board with effect from 15 March 2022.
5
Mr Merton retired from the Board with effect from 16 March 2021.
No discretionary payments were made in the year to 30 November 2022 (2021: £nil).
The information in the table above has been audited. The amounts paid by the Company to the Directors were for services as
non-executive Directors. The Directors receive no variable remuneration.
At 30 November 2022, fees of £11,000 (2021: £10,000) were outstanding to Directors in respect of their annual fees.
66
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
Relative importance of spend on pay
As the Company has no employees, the table above also comprises the total remuneration costs and benefits paid by the
Company. To enable shareholders to assess the relative importance of spend on pay, this has been shown in the table below
compared to the Company’s net profit on ordinary activities after taxation, total operating expenditure and dividend distributions.
2022
2021
Change
£’000
£’000
£’000
Directors’ total remuneration
139
131
+8
Total dividends paid and payable
5,780
4,737
+1,043
Buy back of ordinary shares
48
-48
Net revenue profit on ordinary activities after tax
6,394
5,704
+690
No payments were made in the period to any past Directors (2021: £nil).
Five year change comparison
Over the last five years, Directors’ pay has increased as set out in the table below:
2022
2017
Change
£’000
£’000
Chairman
40,000
36,000
+11.1%
Audit and Management Engagement Committee Chairman
34,000
30,000
+13.3%
Director
29,000
25,000
+16.0%
As previously noted, the Company does not have any employees and hence no comparisons are given in respect of the
comparison between Directors’ and employees’ pay increases.
Shareholdings
The interests of the Directors in the ordinary shares of
the Company are set out in the table below. The Company
does not have a share option scheme, therefore none of
the Directors has an interest in any share options in the
Company. There is no requirement for Directors to hold
shares in the Company.
30 November
2022
30 November
2021
Ordinary
shares
Ordinary
shares
Adrian Brown
1
35,000
25,000
Dr Carol Bell
44,000
44,000
Mrs Carole Ferguson
2
n/a
Mr Andrew Robson
3
35,000
24,000
Ed Warner
4
n/a
94,000
1
Mr Brown acquired 10,000 additional shares on 5 August 2022.
2
Mrs Ferguson joined the Board with effect from 22 December 2021.
3
Mr Robson acquired 11,000 additional shares on 4 August 2022.
4
Mr Warner retired from the Board with effect from 15 March 2022.
The information in the table above has been audited.
All the holdings of the Directors are beneficial. No other
changes to these holdings have been notified up to the date
of this report.
Retirement of Directors
Further details are given in the Directors’ Report on page
5
9.
Performance
The following graph compares the Company’s net asset
value and share price performance with the performance of
an equivalent investment in a Composite Index; 50% EMIX
Global Mining Index and 50% MSCI World Energy Index up
to 31 May 2020. From 1 June 2020 to 30 November 2022,
the Composite Index has been adjusted to represent a blend
of 40% EMIX Global Mining (ex Gold) Index, 30% MSCI
World Energy Index and 30% S&P Global Clean Energy
Index. This Composite Index is deemed to be the most
appropriate as the Company has global mining and energy
investment objectives, with energy transition stocks forming
an increasingly important part of both the mining and energy
sectors.
Directors’ remuneration report
continued
Section 3: Governance
67
Performance from 30 November 2012 to
30 November 2022
Sources: BlackRock and Datastream.
40
60
80
100
120
140
160
180
200
220
240
Share price performance
NAV performance
Composite Index¹
Nov 21
Nov 22
Nov 12
Nov 13
Nov 14
Nov 15
Nov 16
Nov 17
Nov 18
Nov 20
Nov 19
1
Up to 31 May 2020, the composite index in the chart above was
comprised of 50% EMIX Global Mining Index and 50% MSCI
World Energy Index. From 1 June 2020 the composite index
is comprised of a blend of 40% EMIX Global Mining (ex Gold)
Index, 30% MSCI World Energy Index and 30% S&P Global Clean
Energy Index. Whilst the first two indices are a reasonable proxy
for the types of investment that are held within the mining and
traditional energy components of the Company’s portfolio, the S&P
Global Clean Energy Index is not aligned to the energy transition
portion of the Company’s portfolio but has been included as
the closest available proxy given the limited number of indices
currently available that represent the transitional energy sector.
The energy transition section of the Company’s portfolio invests
in a wide range of stocks with exposure to the transitional energy
theme which are not included within the S&P Global Clean Energy
Index, including mining stocks that produce materials used in
the renewable transport and energy sectors, as described in more
detail in the Investment Manager’s
report on pages 11 to 20.
Performance figures are calculated in British Pound
Sterling terms, with dividends reinvested. Rebased to 100 at
30 November 2012.
By order of the Board
ADRIAN BROWN
Chairman
1 February 2023
68
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
In setting the appropriate level of Directors’ fees, a number
of factors are considered, including the workload of the
Directors, their responsibilities, any change in these
responsibilities and additional legal duties (for example as a
result of new legislation being implemented), the relationship
with their suppliers and service providers and the size and
complexity of the Company. The time commitment required,
the level of skills and appropriate experience required
and the need for Directors to maintain on an ongoing
basis an appropriate level of knowledge of regulatory and
compliance requirements in an industry environment of
increasing complexity are also taken into account. The
Board also considers the average rate of inflation during
the period since the last fee increase and reviews the level
of remuneration in comparison with other investment trusts
of a similar size and/or mandate, as well as taking account
of any data published by the Association of Investment
Companies to ensure that fees are in line with industry
practice. This comparison, together with consideration of
any alteration in non-executive Directors’ responsibilities,
is used to review whether any change in remuneration is
necessary. The review is performed on an annual basis.
Directors’ salaries were reviewed at the Board meeting held
on 7 December 2022 and the Board agreed to maintain these
at their current level and make no changes at the present
time. At the Board meeting on 24 January 2023, the Board
approved the creation of the role of Senior Independent
Director, with an additional annual fee payable to the Director
filling this role of £1,000 per annum in recognition of the
additional responsibilities and time commitments of the
role. More information is given in the Corporate Governance
Statement on page
6
8.
The Company has no employees and consequently no
consideration is required to be given to employment
conditions elsewhere in setting this policy and there has
been no employee consultation.
No element of the Directors’ remuneration is performance
related or subject to recovery or withholding (except for tax).
Directors cannot be awarded any share options or long-
term performance incentives. None of the Directors has a
service contract with the Company or receives any non-cash
benefits (except as described in the policy table), pension
entitlements or compensation for loss of office.
The remuneration policy would be applied when agreeing
the remuneration package of any new Director. The terms
of Directors’ appointments are detailed in a letter sent to
them when they join the Board. These letters are available for
inspection at the registered office of the Company. Directors’
appointments do not have a fixed duration, but they can be
terminated by the Company in writing at any time without
obligation to pay compensation. On termination of the
appointment, Directors shall only be entitled to accrued fees
as at the date of termination together with reimbursement
of any expenses properly incurred prior to that date. No
payments for loss of office are made. Directors are subject to
annual re-election.
Consideration of shareholders’ views
An ordinary resolution to approve the remuneration report is
put to members at each AGM. The Company is committed to
ongoing shareholder dialogue and takes an active interest
in voting outcomes. Shareholders have the opportunity
to express their views and ask questions in respect of the
remuneration policy at the AGM. To date, no shareholders
have commented in respect of the remuneration policy. In the
event that there was a substantial vote against any resolution
proposed at the Company’s AGM, the reasons for any such
vote would be sought and appropriate action taken. Should
the votes be against resolutions in relation to the directors’
remuneration, further details will be provided in future
Directors’ Remuneration Reports.
In accordance with the Companies Act 2006, the Company
is required to seek shareholder approval of its remuneration
policy on a triennial basis. An ordinary resolution for the
approval of the remuneration policy was approved by
shareholders at the AGM held on 17 March 2020, with
97.54% of votes cast (including votes cast at the Chairman’s
discretion) in favour and 2.46% votes cast against.
The remuneration policy will next be put to a binding
shareholder vote at the AGM to be held on 13 March 2023.
The Directors’ Remuneration Report was also last approved
by shareholders at the AGM held on 15 March 2022, with
94.53% of votes cast (including votes cast at the Chairman’s
discretion) in favour and 5.47% of votes cast against.
Any discretionary fees paid to the Directors will be
clearly disclosed in the Directors’ Remuneration Report
accompanied by an explanation of the work undertaken.
Directors’ remuneration policy
Section 3: Governance
69
Future policy table
Purpose and link to strategy
Fees payable to Directors should be sufficient to attract and retain individuals of high calibre with
suitable knowledge and experience. Those chairing the Board and key Committees should be
paid higher fees than other Directors in recognition of their more demanding roles. Fees should
reflect the time spent by Directors on the Company’s affairs and the responsibilities borne by the
Directors.
Description
Current levels of fixed annual fee (with effect from 1 December 2021):
Chairman – £40,000
Audit and Management Engagement Committee Chairman – £34,000
Senior Independent Director – £30,000
Director – £29,000
All reasonable expenses to be reimbursed.
Maximum and minimum
levels
Remuneration consists of a fixed fee each year, set in accordance with the stated policies and any
increase granted must be in line with the stated policies.
The Company’s Articles of Association provide that the Directors are paid fees for their services not
exceeding in the aggregate an annual sum of £200,000 or such larger amount as the Company
may by Ordinary Resolution decide divided between the Directors as they agree.
In accordance with the provisions of the Company’s Articles of Association, the Directors are
entitled to be repaid all reasonable travelling, hotel and other expenses incurred by them
respectively in or about the performance of their duties as Directors. There is a limit of £10,000 in
relation to the amount payable in respect of expenses reimbursed.
These ceilings have been set at a level to provide flexibility in respect of the recruitment of
additional Board members and inflation.
Policy on share ownership
Directors are not required to own shares in the Company.
Fixed fee element
The Board reviews the quantum of Directors’ fees each year to ensure that they are in line with the
level of Directors’ remuneration for other investment trusts of a similar size. When considering
any changes in fees, the Board will take into account wider factors such as the average rate of
inflation over the period since the previous review, and the level and any change in complexity of
the Directors’ responsibilities (including additional time commitments as a result of increased
regulatory or corporate governance requirements). Directors are not eligible to be compensated for
loss of office, nor are they eligible for bonuses, pension benefits, share options or other incentives
or benefits. Directors do not have service contracts, but are appointed under letters of appointment.
Discretionary payments
The Company’s Articles authorise the payment of discretionary fees to Directors for any additional
work undertaken on behalf of the Company which is outside of their normal duties. Any such
extra work undertaken is subject to the prior approval of the Chairman or, in the case of the
Chairman undertaking the extra work, subject to the prior approval of the Chairman of the Audit
and Management Engagement Committee. The level of discretionary fees shall be determined
by the Directors. Any discretionary fees paid will be disclosed in the Director’s remuneration
implementation report within the Annual Report. The payment of such fees would only be
considered in exceptional circumstances and any discretionary fees paid will be clearly disclosed.
Taxable benefits
Some expenses incurred by Directors are required to be treated as taxable benefits. Taxable
benefits include (but are not limited to) travel expenses incurred by the Directors in the course of
travel to attend Board and Committee meetings which are held at the Company’s registered offices
in London, and which are reimbursed by the Company and therefore treated as a benefit in kind
and are subject to tax and national insurance. The Company’s policy in respect of this element of
remuneration is that all reasonable costs of this nature will be reimbursed as they are incurred,
including the tax and national insurance costs incurred by the Director on such expenses.
70
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Chairman’s introduction
Corporate governance is the process by which the Board
seeks to look after shareholders’ interests and protect and
enhance shareholder value. Shareholders hold the Directors
responsible for the stewardship of the Company, delegating
authority and responsibility to the Directors to manage the
Company on their behalf and holding them accountable for
its performance.
The Board is ultimately responsible for framing and
executing the Company’s strategy and for closely
monitoring risks. We aim to run our Company in a manner
which is responsible and consistent with our belief in
honesty, transparency and accountability. In our view,
good governance means managing our business well and
engaging effectively with investors. We consider the practice
of good governance to be an integral part of the way we
manage the Company and we are committed to maintaining
high standards of financial reporting, transparency and
business integrity.
As a UK-listed investment trust company our principal
reporting obligation is driven by the UK Corporate
Governance Code (the UK Code) issued by the Financial
Reporting Council in July 2018. However, as listed
investment trust companies differ in many ways from
other listed companies, the Association of Investment
Companies has drawn up its own set of guidelines, the AIC
Code of Corporate Governance (the AIC Code) issued in
February 2019, which addresses the governance issues
relevant to investment companies and meets the approval
of the Financial Reporting Council. Both the UK Code and
the AIC Code apply to accounting periods beginning on or
after 1 January 2019. The Board has determined that it has
complied with the recommendations of the AIC Code. This
in most material respects is the same as the UK Code, save
that there is greater flexibility regarding the tenure of the
Chairman and membership of the audit committee.
This report, which is part of the Directors’ Report, explains
how the Board addresses its responsibility, authority and
accountability.
Compliance
The Board has made the appropriate disclosures in this
report to ensure that the Company meets its continuing
obligations. It should be noted that, as an investment trust,
most of the Company’s day-to-day responsibilities are
delegated to third parties, the Company has no employees
and the Directors are non-executive.
Therefore, not all of the provisions of the UK Code are directly
applicable to the Company.
The Board considers that the Company has complied with
the recommendations of the AIC Code and the provisions
contained within the UK Code that are relevant to the
Company throughout this accounting period, except the
provisions relating to:
the role of the chief executive;
executive directors’ remuneration; and
nomination of a senior independent director.
Since the year-end, Dr Carol Bell has been appointed as
Senior Independent Director of the Company.
For the reasons set out in the AIC Code of Corporate
Governance, and as explained in the UK Code, the Board
considers that these provisions are not relevant to the
position of the Company being an externally managed
investment company with no executive employees. In view
of BlackRock having an internal audit function it does not
consider it necessary for the Company to have its own
internal audit function. The Board receives regular reports
from BlackRock’s internal audit function. In addition,
BlackRock’s internal audit department provides an annual
presentation to the Audit Committee chairmen of the
BlackRock investment trusts on the results of testing
performed in relation to BlackRock’s internal control
processes.
The UK Code is available from the Financial Reporting
Council’s website at frc.org.uk. The AIC Code is available from
the Association of Investment Companies at theaic.co.uk.
Information on how the Company has applied the principles
of the AIC Code and UK Code is set out below.
Board composition
The Board currently consists of four non-executive Directors.
All the Directors will stand for re-election at the forthcoming
Annual General Meeting and the biographies of all the
Directors can be found on pages 3
5
and 3
6
. Mr Ed Warner
retired from the Board at the AGM on 15 March 2022.
The refreshment of the Board will remain as an ongoing
process to ensure that the Board is well balanced through
the appointment of new Directors with the skills and
experience necessary. Directors must be able to demonstrate
commitment to the Company, including in terms of time.
All Directors are considered to be independent of the
Company’s Manager. The provision of the UK Code which
relates to the combination of the roles of the chairman
and chief executive does not apply as the Company has
no executive directors. The UK Code recommends that the
Board should appoint one of the independent non-executive
directors to be the senior independent director.
Corporate governance statement
Section 3: Governance
71
Having considered this Code provision and taking into
account the Company’s current and future size and evolving
industry best practice, the Board resolved to appoint
Carol Bell as Senior Independent Director with effect
from 24 January 2023. Dr Bell will receive an additional
fee of £1,000 per annum in respect of these additional
responsibilities.
The Directors’ biographies, on pages 3
5
and 3
6
demonstrate
a breadth of investment knowledge, business and financial
skills which enable them to provide effective strategic
leadership and proper governance of the Company. Details of
the Chairman’s other significant time commitments can also
be found on page 3
5
.
Diversity
While the Board does not have a formal policy on diversity,
it recognises the benefits at Board level and believes that
Directors should have a mix of different skills, experience,
backgrounds, ethnicity, gender and other characteristics.
A broad range of factors are taken into account when setting
an appointment brief and during the search and selection
process and have been applied during the recruitment and
appointment processes undertaken during this reporting
period. The Board believes that all Board appointments must
be made on merit, in the context of the skills, experience,
independence and knowledge which the Board as a whole
requires to be effective. The Board currently has a 50:50
gender ratio, in accordance with relevant regulation and
best practice, and will continue to consider other diversity
characteristics, such as age, ethnicity, gender, disability or
educational, professional and socio-economic background
when appraising Board composition. The Board is aware of
the recommendations of the Parker Review and the recent
changes to the FCA’s Listing Rules which set new diversity
targets and associated disclosure requirements for UK
companies listed on the premium and standard segment
of the London Stock Exchange. Listing Rule 9.8.6R (9)(a)
requires listed companies to include a statement in their
annual reports and accounts in respect of certain targets on
board diversity. This new requirement applies to accounting
periods commencing on or after 1 April 2022 and therefore
the Company intends to report against these diversity targets
for the year ending 30 November 2023.
Board independence and tenure
Details of the Board’s policy on tenure and independence are
set out on pages 58 and 59.
Directors’ appointment, retirement and
rotation
The rules concerning the appointment, retirement and
rotation of Directors are discussed in the Directors’ Report on
page
5
9.
None of the Directors has a service contract with the
Company. The terms of their appointment are detailed in a
letter sent to them when they join the Board. These letters
are available for inspection at the registered office of the
Company and will be available at the AGM.
Directors’ training and induction
When a new Director is appointed to the Board, he or she
is provided with all relevant information regarding the
Company and his or her duties and responsibilities as a
Director. In addition, a new Director will also spend some time
with representatives of the Manager, including the Portfolio
Managers and the Company Secretary, whereby he or she
will become familiar with the various processes which are
considered necessary for the performance of their duties and
responsibilities.
The Company’s policy is to encourage Directors to keep up
to date and attend training courses on matters which are
directly relevant to their involvement with the Company.
The Directors also receive regular briefings from, amongst
others, the Auditor and the Company Secretary regarding any
proposed developments or changes in law or regulations that
could affect them or the Company.
Directors’ liability insurance
The Company has maintained appropriate Directors’ liability
insurance cover throughout the year.
The Board’s responsibilities
The Board is responsible to shareholders for the effective
stewardship of the Company and a formal schedule of
matters reserved for the decision of the Board has been
adopted. Investment policy and strategy are determined
by the Board. It is also responsible for the gearing policy,
dividend policy, public documents such as the Annual
Report and Financial Statements, the terms of the discount
control mechanism, buy back policy and corporate
governance matters. In order to enable them to discharge
their responsibilities effectively the Board has full and timely
access to relevant information.
The Board currently meets at least six times a year to review
investment performance, financial reports and other reports
of a strategic nature. Board or Board committee meetings
are also held on an ad hoc basis to consider particular issues
as they arise. Key representatives of the Manager and/or
Investment Manager attend each meeting and between
these meetings there is regular contact with the Manager
and Investment Manager.
The Board has direct access to company secretarial
advice and the services of the Manager which, through its
nominated representative, is responsible for ensuring that
Board and Committee procedures are followed and that
applicable regulations are complied with. The appointment
and removal of the Company Secretary is a matter for the
whole Board.
72
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
The Board has established a procedure whereby Directors
wishing to do so in the furtherance of their duties, may take
independent professional advice at the Company’s expense.
Performance evaluation
A formal appraisal system has been agreed for the evaluation
of the Board, its Committees and the individual Directors,
including the Chairman.
The annual evaluation for the year ended 30 November 2022
has been carried out. This took the form of questionnaires
followed by discussions to identify how the effectiveness of
the Board’s activities, including its Committees, policies or
processes might be enhanced.
The Chairman also reviewed with each Director their
individual performance, contribution and commitment. The
appraisal of the Chairman followed the same format and was
led by Mr Robson. The results of the evaluation process were
presented to and considered by the Board. There were no
significant actions arising from the evaluation process and it
was agreed that the current composition of the Board and its
Committees reflected a suitable mix of skills and experience,
and that the Board as a whole, the individual Directors and its
Committees were functioning effectively.
Delegation of responsibilities
The Board has delegated the following areas of responsibility:
Management and administration
The management of the investment portfolio and the
administration of the Company have been contractually
delegated to BFM as the Company’s AIFM, and BFM (with
the permission of the Company) has delegated certain
investment management and other ancillary services
to BIM (UK) (the Investment Manager). The contractual
arrangements with the Manager are summarised on
pages 5
6
and 5
7
.
The Manager, operating under guidelines determined by the
Board, has direct responsibility for the decisions relating to
the day-to-day running of the Company and is accountable
to the Board for the investment, financial and operating
performance of the Company.
The review of the Manager’s performance is an ongoing duty
and responsibility of the Board which is carried out at every
Board meeting. In addition, a formal review is undertaken
annually, details of which are set out above.
The assets of the Company have been entrusted to the
Depositary for safekeeping. The Depositary is The Bank of
New York Mellon (International) Limited. The address at
which the business is conducted is given on page 12
6
.
The Board has delegated the exercise of voting rights
attaching to the securities held in the portfolio to the
Investment Manager. Details of the Investment Manager’s
voting policy are set out on page
5
8.
Committees of the board
The Board has appointed a number of committees as set out
below and on page 34. Copies of the terms of reference of
each committee are available on request from the Company’s
registered office, on the BlackRock website at www.blackrock.
com/uk/beri and at each Annual General Meeting.
Audit and Management Engagement
Committee
The Audit and Management Engagement Committee
consists of Andrew Robson who acts as Chairman, Dr Carol
Bell, Adrian Brown and Carole Ferguson. Mr Brown is not a
member of the Committee but may attend by invitation.
Further details are provided in the Report of the Audit and
Management Engagement Committee on pages
75
to 78.
Nomination Committee
The Nomination Committee comprises all the Directors
and is chaired by the Chairman of the Board. The role
of the Committee is to review Board structure, size and
composition, the balance of knowledge, experience and skills
range and to consider succession planning and tenure policy.
Appointments of new Directors will be made on a formalised
basis, with the Committee agreeing the selection criteria
and the method of selection, recruitment and appointment.
Board diversity, including gender, will be taken into account
in establishing the criteria. The services of an external search
consultant may be used to identify potential candidates.
On the recommendation of the Nomination Committee, the
Board engaged an independent third-party recruitment firm,
Odgers Berndtson, to assist in the search for a new Director,
which resulted in the appointment of Mrs Ferguson as a
Director on 22 December 2021.
The Committee meets at least once a year and more regularly
if required.
Remuneration Committee
The Company’s policy on Directors’ remuneration, together
with details of the remuneration of each Director, is detailed
in the Directors’ Remuneration Report on pages
6
4 to 6
7
.
As stated in the Directors’ Remuneration Report, the full
Board determines the level of Directors’ fees and accordingly
there is no separate Remuneration Committee.
Corporate governance statement
continued
Section 3: Governance
73
Internal controls
The Board is responsible for the internal controls of the
Company and for reviewing their effectiveness, for ensuring
that financial information published or used within the
business is reliable, and for regularly monitoring compliance
with regulations governing the operation of investment
trusts. The Board reviews the effectiveness of the internal
control systems to identify, evaluate and manage the
Company’s significant risks. As part of that process, there are
procedures designed to capture and evaluate any failings or
weaknesses. Should a matter be categorised by the Board as
significant, procedures exist to ensure that necessary action
is taken to remedy the failings. The Board is not aware of any
significant failings or weaknesses arising in the year under
review.
Control of the risks identified, covering financial, operational,
compliance and risk management, is embedded in the
operations of the Company. There is a monitoring and
reporting process to review these controls, which has been
in place throughout the year under review and up to the
date of this report carried out by the Manager’s corporate
audit department. This accords with the Financial Reporting
Council’s ‘Internal Control: Revised Guidance for Directors on
the UK Corporate Governance Code’.
The Company’s risk register sets out the risks relevant to the
Company and describes, where relevant, the internal controls
that are in place at the AIFM, the Investment Manager and
other third party service providers to mitigate these risks.
The Audit and Management Engagement Committee (the
Committee) formally reviews this register on a semi-annual
basis and BFM as the Company’s AIFM reports on any
significant issues that have been identified in the period. In
addition, BlackRock’s internal audit department provides
an annual presentation to the Audit and Management
Engagement Committee Chairman on the results of testing
performed in relation to BlackRock’s internal control
processes. The Depositary also reviews the control processes
in place at the Custodian, the Fund Accountant and the
AIFM and reports formally to the Committee twice yearly.
Both the AIFM and the Depositary will escalate issues and
report to the Committee outside of these meetings on an ad
hoc basis to the extent this is required. The Committee also
receives annual and quarterly Service Organisation Control
(SOC 1) reports respectively from BlackRock and other key
service providers on the internal controls of their respective
operations, together with the opinion of their reporting
accountants.
The Board recognises that these control systems can
only be designed to manage rather than to eliminate
the risk of failure to achieve business objectives, and to
provide reasonable, but not absolute, assurance against
material misstatement or loss, and relies on the operating
controls established by the Manager and the Custodian.
The Investment Manager prepares revenue forecasts and
management accounts which allow the Board to assess the
Company’s activities and review its performance. The Board
and the Investment Manager have agreed clearly defined
investment criteria, specified levels of authority and exposure
limits. Reports on these issues, including performance
statistics and investment valuations, are submitted to the
Board at each meeting.
Internal audit function
The Company does not have its own internal audit function,
as all the administration is delegated to the Manager. The
Board monitors the controls in place through the Manager’s
internal audit department and considers that there is
currently no need for the Company to have its own internal
audit function, although this matter is kept under review.
Financial reporting
The Statement of Directors’ Responsibilities in respect of
the Annual Report and Financial Statements is set out on
page
7
9, the Report of the Independent Auditor on pages 82
to 89
and the Statement of Going Concern on page
5
8.
Socially responsible investment
Generally, investment trusts do not employ staff and
accordingly have no direct impact on social matters but
can be significant investors in the economies of the regions
in which they invest. The Company invests primarily in the
securities of companies operating in the mining and energy
sectors around the world in a range of countries which
have varying degrees of political and corporate governance
standards. The Investment Manager’s evaluation procedures
and financial analysis of the companies within the portfolio
includes research and appraisal, and also takes into account
environmental policies, social, ethical and other business
issues. In this regard, the Natural Resources team works
closely with BlackRock’s Investment Stewardship team.
The Company’s investment process is ESG integrated. The
Investment Manager defines ESG integration as the practice
of explicitly incorporating ESG information into investment
decisions to help enhance risk-adjusted returns.
Details on ESG integration can be found in the Strategic
Report on pages
5
3 and 54.
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Annual Report and Financial Statements 30 November 2022
BlackRock is a signatory to the UK Stewardship Code, which
sets high expectations for how investors, and the service
providers that support them, manage assets on behalf of UK
savers and pensioners. The Manager’s compliance with the
UK Stewardship Code is publicly available on the BlackRock
website: https://www.blackrock.com/corporate/about-us/
investment-stewardship#stewardship-reports.
Bribery prevention policy
The provision of bribes of any nature to third parties in
order to gain a commercial advantage is prohibited and is
a criminal offence. The Board has a zero tolerance policy
towards bribery and a commitment to carry out business
fairly, honestly and openly. The Board takes its responsibility
to prevent bribery very seriously. The Manager has anti-
bribery policies and procedures in place which are high level,
proportionate and risk-based, which are periodically reviewed
by the Board. The Company’s other service providers have
been contacted in respect of their anti-bribery policies and,
where necessary, contractual changes are made to existing
agreements in respect of anti-bribery provisions.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance towards
the criminal facilitation of tax evasion.
Communication with shareholders
All shareholders have the opportunity to attend and vote
at the AGM. The Notice of Annual General Meeting is sent
out at least 20 working days in advance of the meeting and
sets out the business of the meeting and any item not of an
entirely routine nature is explained in the Directors’ Report
on pages 60 to 62, separate resolutions are proposed for
substantive issues.
In addition, regular updates on performance are available
to shareholders and the Investment Manager will review the
Company’s portfolio and performance at the AGM, where
the Board and representatives of the Investment Manager
will be available to answer shareholders’ queries. Proxy
voting figures will be announced to shareholders at the
AGM and will be made available on the Company’s website
at www.blackrock.com/uk/beri shortly after the meeting. In
accordance with the UK Corporate Governance Code, when,
in the opinion of the Board, a significant proportion of votes
have been cast against a resolution at any general meeting,
the Board will explain, when announcing the results of voting,
what actions it intends to take to understand the reasons
behind the vote result.
The Company’s willingness to enter into discussions with
institutional shareholders is also demonstrated by the
programmes of institutional presentations made by the
Investment Manager. The Board discusses any feedback
from meetings with shareholders with the Investment
Manager at each Board meeting. It also receives reports from
its corporate broker in relation to the views of shareholders
and demand for the Company’s shares.
There is a section within this report entitled ‘Additional
Information – Shareholder Information’ on pages 122 and
123, which provides an overview of useful information
available to shareholders.
The Company’s financial statements, regular factsheets
and other information are also published on the BlackRock
website at blackrock.com/uk/beri. The work undertaken
by the Auditor does not involve consideration of the
maintenance and integrity of the website and, accordingly,
the Auditor accepts no responsibility for any changes that
have occurred to the financial statements since they were
initially presented on the website. Visitors to the website need
to be aware that legislation in the United Kingdom governing
the preparation and dissemination of the accounts may differ
from legislation in their jurisdiction.
Packaged retail and insurance-based
investment products (PRIIPs) regulation
(‘The Regulation’)
This Regulation (as onshored in the UK and amended)
requires that anyone manufacturing, advising on, or selling
a PRIIP to a retail investor in the UK
must comply with the
regulation. Shares issued by Investment Trusts fall into scope
of the regulation.
Investors should be aware that the Regulation requires the
AIFM, as PRIIPs manufacturer, to prepare a key information
document (‘KID’) in respect of the Company. This KID must
be made available, free of charge, to UK retail investors prior
to them making any investment decision and have been
published on BlackRock’s website. The Company is not
responsible for the information contained in the KID and
investors should note that the procedures for calculating
the risks, costs and potential returns are prescribed by
the Regulation. The figures in the KID may not reflect
the expected returns for the Company and anticipated
performance returns cannot be guaranteed.
The PRIIPs KID in respect of the Company can be found at:
www.blackrock.com/uk/beri.
Disclosure guidance and transparency rules
Other information required to be disclosed pursuant to the
Disclosure Guidance and Transparency Rules has been
placed in the Directors’ Report on pages
56
to 63
because it
is information which refers to events that have taken place
during the course of the year.
By order of the Board
ADRIAN BROWN
Chairman
1 February 2023
Corporate governance statement
continued
Section 3: Governance
75
As Chairman of the Audit and Management Engagement
Committee (the Committee) I am pleased to present the
Committee’s report to shareholders for the year ended
30 November 2022.
Composition
All of the Directors at the date of this report, except the
Chairman, are members of the Committee. The Chairman
may attend the Committee meetings by invitation. Mrs Carole
Ferguson became a member of the Committee from the date
of her appointment on 22 December 2021. The Committee
is composed of Mr Robson (who acts as Chair), Dr Bell and
Mrs Ferguson.
The Directors’ biographies are given on pages 3
5
and 3
6
and the Board considers that at least two members of the
Committee have sufficient recent and relevant financial
experience for the Committee to discharge its function
effectively. The Board is also satisfied that the Audit and
Management Engagement Committee as a whole has
competence relevant to the sector in which the Company
operates.
Role and responsibilities
During the year under review the Committee met three times.
Two of the three planned meetings were held prior to the
Board meetings to approve the half yearly and annual results
in July and January respectively. The third meeting is held
in December to start the report and accounts preparation
process.
The Committee operates within written terms of reference
detailing its scope and duties and these are available on
the Company’s website at www.blackrock.com/uk/beri.
The Committee’s principal duties, as set out in the terms of
reference, fall into seven main categories, as set out below.
In accordance with these duties the principal activities of the
Committee during the year included:
Internal controls, financial reporting and risk
management systems
reviewing the adequacy and effectiveness of the
Company’s internal financial controls and the internal
control and risk management systems;
reasonably satisfying itself that such systems meet
relevant legal and regulatory requirements;
monitoring the integrity of the financial statements
including the half yearly and annual report and financial
statements;
reviewing the consistency of, and any changes to,
accounting policies;
reviewing the half yearly and annual report and financial
statements to ensure that the Company’s results and
financial position are represented accurately and fairly to
shareholders;
reviewing semi-annual reports from the Manager on its
activities as AIFM; and
reviewing half yearly reports from the Depositary on its
activities.
Narrative reporting
reviewing the content of the annual report and financial
statements and advising the Board on whether, taken as a
whole, it is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s position, performance, business model and
strategy.
External audit
making recommendations to the Board, to be put to
shareholders for approval at the Annual General Meeting
(AGM) in relation to the appointment, re-appointment and
removal of the Company’s external auditor;
overseeing the relationship with the external auditor;
meeting with the auditor and at least once without
management being present;
reviewing and approving the annual audit plan;
reviewing the findings of the audit with the external
auditor, including any major issues which arose during the
audit, any accounting and audit judgements and the level
of errors identified during the audit; and
reviewing any representation letters requested by the
external auditor before signature by the Board.
The fees paid to the external auditor are set out in note
5
on page 99. An explanation on how auditor objectivity
and independence are safeguarded is reported under
‘Assessment of the effectiveness of the external audit
process’ on pages 7
7
and 78.
Management engagement
reviewing the management contract to ensure that the
terms remain competitive;
satisfying itself that the continuing appointment of the
Manager is in the interests of shareholders as a whole;
to consider the appointment or re-appointment of the
Manager and the level of management fees;
considering the appointment of third party service
providers; and
ensuring that third party service providers comply with the
terms of their agreements and that the provisions of such
agreements remain competitive.
Report of the audit and management
engagement committee
76
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
Reporting responsibilities
reporting to the Board on its proceedings and how it
has discharged its responsibilities making whatever
recommendations it deems appropriate on any area within
its remit; and
compiling a report on its activities to be included in the
annual report and financial statements.
Whistleblowing and fraud
reviewing the adequacy and security of the Manager’s
arrangements for its employees and contractors to raise
concerns, in confidence about possible wrongdoing in
financial reporting or other matters insofar as they affect
the Company.
Internal audit
considering the need for an internal audit function, as set
out in the Corporate Governance Statement on page
7
3.
Whistleblowing policy
The Committee has reviewed and accepted the whistleblowing
policy that has been put in place by the Manager under which
its staff, in confidence, can raise concerns about possible
improprieties in matters of financial reporting or other
matters, insofar as they affect the Company.
Internal audit
The Company does not have its own internal audit function,
as all the administration is delegated to the Manager. The
Committee considers that it is sufficient to rely on the
internal audit department of BlackRock. The requirement for
an internal audit function is kept under review.
United Kingdom Single Electronic Format
regulatory technical standard (UKSEF)
We paid special attention to the preparation of our financial
statements in digital form under the UKSEF taxonomy and
regulatory technical standard. As this was the first report in
this format, we made sure the necessary procedures had been
completed by all parties, including the technical accounting
team of the Manager, our fund accountants, The Bank of New
York Mellon and a specialist information technology provider.
Significant issues considered regarding the
annual report and financial statements
During the year, the Committee considered a number of
significant issues and areas of key audit risk in respect of the
Annual Report and Financial Statements. The Committee
reviewed the external audit plan at an early stage and
concluded that the appropriate areas of audit risk relevant
to the Company had been identified by the auditor and
discussed the audit procedures and plan with the auditors.
The table on page
77
sets out the key areas of risk identified
by the Committee and also explains how these were
addressed by the Committee.
As the provision of portfolio valuation, fund accounting
and administration services is delegated to the Company’s
Manager, which sub-delegates fund accounting to The Bank
of New York Mellon (International) Limited, and the provision
of depositary services is contracted to BNYM, the Committee
has also reviewed the SOC 1 reports prepared by BlackRock,
the Registrar, the Custodian and Fund Accountant. This
enables the Committee to ensure that the control procedures
in place over the areas of risk identified in the following table
are adequate and appropriate and have been designated as
operating effectively by their reporting auditor.
Auditor and audit tenure
The appointment of the Auditor is reviewed each year and the
audit partner changes at least every five years.
Accordingly, following a formal tender process, Ernst &
Young LLP (EY), who had acted as external Auditor since
the Company’s launch in 2005, was re-appointed in 2015.
Mr Matthew Price’s first year end as the Company’s audit
partner was for the year ended 30 November 2020. EY will
not continue as external Auditor after the year ending 30
November 2025.
The Committee is mindful of the regulations on mandatory
auditor rotation which require the appointment of a new
auditor every ten years, although this can be extended
in certain circumstances. The Company will therefore
be required to put its audit contract out to tender by 30
November 2025.
The legislation also prohibits certain non-audit consulting
services and caps the amount of additional fees auditors can
charge their clients. There are no contractual obligations that
restrict the Company’s choice of auditor. There were no fees
paid to the Auditor in respect of non-audit services during
the year (2021: £nil).
The Auditor has indicated its willingness to continue in office.
Resolutions proposing its reappointment and authorising
the Audit and Management Engagement Committee to
determine its remuneration for the ensuing year will be
proposed at the AGM.
Report of the audit and management
engagement committee
continued
Section 3: Governance
77
Significant issue
How the issue was addressed
The accuracy of the valuation of the investment portfolio.
Listed investments are valued using stock exchange prices
provided by third party pricing vendors. Unquoted or
illiquid investments, are valued by the Directors based on
recommendations from BlackRock’s Pricing Committee. As at
30 November 2022, there were two unquoted holding amounts to
a total value of £2,265,000. The Board reviews detailed portfolio
valuations at each of its Board meetings and receives confirmation
from the Manager that the pricing basis is appropriate, in line
with relevant accounting standards as adopted by the Company
and that the carrying values are materially correct. The Board also
relies on the Manager’s and Fund Accountant’s controls which
are documented in an annual and a semi-annual internal controls
report respectively which is reviewed by the Audit Committee.
Investments which are subject to international sanctions are
valued at nil in the financial statements.
The risk of misappropriation of assets and unsecured
ownership of investments.
The Depositary is responsible for financial restitution for the loss
of financial investments held in custody. The Depositary reports
to the Committee twice a year. The Committee reviews reports
from its service providers on key controls over the assets of the
Company and will take action to address any significant issues
that are identified in these reports, which may include direct
discussions with representatives of the relevant service providers
to obtain more detailed information surrounding any matters
of concern and gaining assurance that appropriate remediation
action has been taken. Any significant issues are reported by
the Manager to the Committee. The Manager has put in place
procedures to ensure that investments can only be made to the
extent that the appropriate contractual and legal arrangements are
in place to protect the Company’s assets.
The risk that income is overstated, incomplete or inaccurate
through failure to recognise proper income entitlements or to
apply the appropriate accounting treatment for recognition of
income.
The Committee reviews income forecasts, including special
dividends and option income and receives explanations from the
Investment Manager for any variations or significant movements
from previous forecasts and prior year figures. The Committee
also reviews the facts and circumstances of all special dividends
to determine the revenue/capital treatment. The Board reviews
the option transactions at each board meeting to confirm
revenue treatment. The Directors also review a detailed schedule
of dividends received from portfolio holdings at each meeting
which sets out current and historic dividend rates, and the
amounts accrued. Any significant movements or unusual items
are discussed with the Manager. The Committee also reviews SOC
1 Reports from its service providers, including the Company’s
Fund Accountant and Custodian, The Bank of New York Mellon
(International) Limited. These reports include information on the
control processes in place to ensure the accurate recording of
income, and any exceptions are highlighted to the Committee and
will be investigated further to ensure that appropriate remediation
action has been taken where relevant. Dividend income from
investments which are subject to international sanctions have
been accounted for, but are
fully provided for in the financial
statements.
The accuracy of the calculation of management fees.
The management fee is calculated in accordance with the
contractual terms in the investment management agreement by
the Fund Accountants and is reviewed in detail by the Manager
and is also subject to analytical review by the Board.
Assessment of the effectiveness of the
external audit process
The Committee has primary responsibility for assessing
the effectiveness of the external audit process and for
making recommendations to the Board on the appointment,
reappointment or removal of the external auditor. It
considers the planning, scope, quality of performance, cost
effectiveness and independence of the external auditor. The
Committee reviews and approves the external audit plan in
advance of the audit and throughout the year, any non-audit
services proposed to be performed by the external auditor.
The external audit plan includes an analysis of the key
audit risks and calculations of audit materiality, which the
Committee considers in forming its assessment of key risks
to the Company’s financial statements.
To assess the effectiveness of the external audit, members
of the Committee work closely with the Manager to obtain a
78
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
good understanding of the quality and efficiency of the audit.
The Committee has adopted a formal framework to review the
effectiveness of the external audit process and audit quality.
This includes a review of the following areas:
the quality of the audit engagement partner and the audit
team;
the expertise of the audit firm and the resources available
to it;
identification of areas of audit risk;
planning, scope and execution of the audit;
consideration of the appropriateness of the level of audit
materiality adopted;
the role of the Committee, the Manager and other third
party service providers in an effective audit process;
communication, by the Auditor, with the Committee;
how the Auditor supports the work of the Committee;
a review of independence and objectivity of the audit firm;
and
the quality of the formal audit report to shareholders.
Feedback in relation to the audit process and also of the
effectiveness of the Manager in performing its role is also
sought from relevant involved parties, including the audit
partner and team.
The external auditor is invited to attend the Committee
meetings at which the half yearly and annual report and
financial statements are considered and at which they
have the opportunity to meet with the Committee without
representatives of the Manager or Investment Manager
being present. The effectiveness of the external audit process
is assessed principally in relation to how successfully any
issues in respect of areas of accounting judgement are
identified and resolved, the quality and timeliness of papers
analysing these judgements, the views of the independent
auditors and the booking of any audit adjustments arising,
and the timely provision of draft public documents for review
by the Auditor and the Committee.
To form a conclusion with regard to the independence of the
external Auditor, the following factors are considered. The
Committee considers whether the skills and experience of
the auditor make them a suitable supplier of the non-audit
services and whether there are safeguards in place to ensure
that there is no threat to its objectivity and independence in
the conduct of the audit resulting from the provision of such
services. On an ongoing basis, EY reviews the independence
of its relationship with the Group and reports to the
Committee, providing details of any other relationships with
the Manager.
As part of this review, the Auditor will provide the Committee
with information about policies and processes for
maintaining independence and monitoring compliance with
relevant requirements. This will include information on the
rotation of audit partners and staff, the level of fees that
the Group pays, details of any relationships between the
audit firm and its staff and the Group as well as an overall
confirmation from the auditor of its independence and
objectivity.
As a result of their review, the Committee has concluded that
the external audit has been conducted effectively and also
that EY is independent of the Group.
Conclusions in respect of the Annual
Report and Financial Statements
The production and the audit of the Group’s annual report
and financial statements is a comprehensive process
requiring input from a number of different contributors.
In order to reach a conclusion that the annual report and
financial statements are fair, balanced and understandable,
the Board has requested that the Committee advise
on whether these criteria are satisfied. In doing so the
Committee has given consideration to the following:
the comprehensive control framework over the production
of the annual report and financial statements including
the verification process in place to deal with the factual
content;
the extensive levels of review that are undertaken in the
production process by the Manager, the Depositary and the
Committee;
the Manager and other third party service provider controls
to ensure the completeness and accuracy of the Group’s
financial records and the security of the Group’s assets; and
the existence of satisfactory SOC 1 reports to verify the
effectiveness of the internal controls of the Manager,
Custodian, Fund Accountant and other key service
providers.
The Committee has reviewed the Annual Report and
Financial Statements and is satisfied that, taken as a whole,
they are fair, balanced and understandable. In reaching this
conclusion, the Committee has assumed that the reader of
the Annual Report and Financial Statements would have
a reasonable level of knowledge of the investment trust
industry in general and of investment trusts in particular.
The Committee has reported on these findings to the Board
who affirm the Committee’s conclusions in the Statement of
Directors’ Responsibilities in respect of the Annual Report
and Financial Statements on page
7
9.
ANDREW ROBSON
Chairman
Audit and Management Engagement Committee
1 February 2023
Report of the audit and management
engagement committee
continued
Section 3: Governance
79
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance with
applicable United Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors have elected to prepare the Group and Parent
Company financial statements in accordance with
UK-adopted International Accounting Standards (IFRSs).
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
the Company and of the profit or loss of the Group and the
Company for that period.
In preparing these financial statements, the Directors are
required to:
select suitable accounting policies in accordance with
IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
make judgements and estimates that are reasonable and
prudent;
in respect of the Group financial statements, state whether
UK-adopted International Accounting Standards have
been followed, subject to any material departures disclosed
and explained in the financial statements;
provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the Group and Company
financial position and financial performance;
in respect of the Parent Company financial statements,
state whether UK-adopted International Accounting
Standards, have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group
and/or the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and the Company’s transactions and disclose
with reasonable accuracy at any time the financial position of
the Group and the Company and enable them to ensure that
the Group and Company financial statements comply with
the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Group and Parent Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report, Corporate
Governance Statement and the Report of the Audit and
Management Engagement Committee that comply with that
law and those regulations. The Directors have delegated
responsibility to the Manager for the maintenance and
integrity of the Group’s corporate and financial information
included on the BlackRock website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
The Directors confirm, to the best of their knowledge:
that the consolidated financial statements prepared in
accordance with UK-adopted International Accounting
Standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Parent Company and
undertakings included in the consolidation taken as a whole;
that the annual report, including the strategic report,
includes a fair review of the development and performance
of the business and the position of the Company and
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face; and
that they consider the annual report, taken as a whole,
is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
company’s position, performance, business model and
strategy.
In order to reach a conclusion on this matter, the Board has
requested that the Audit and Management Engagement
Committee advise on whether it considers that the Annual
Report and Financial Statements fulfils these requirements.
The process by which the Committee has reached these
conclusions is set out in the Audit and Management
Engagement Committee’s Report on pages
75
to 78. As a
result, the Board has concluded that the Annual Report for
the year ended 30 November 2022, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Group’s and the
Company’s position, performance, business model and
strategy.
For and on behalf of the Board
ADRIAN BROWN
Chairman
1 February 2023
Statement of Directors’ responsibilities
in respect of the Annual Report and
Financial Statements
Financial
statements
Towards the end of the year under review, a number of energy transition companies that
we see as long-term winners had become meaningfully cheaper in terms of earnings
multiples.
PHOTO COURTESY OF NORSK HYDRO
Section 4: Financial statements
81
82
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Opinion
In our opinion:
BlackRock Energy and Resources Income Trust plc’s
Group financial statements and Parent Company financial
statements (the “financial statements”) give a true and
fair view of the state of the Group’s and of the Parent
Company’s affairs as at 30 November 2022 and of the
Group’s profit for the year then ended;
• the Group financial statements have been properly
prepared in accordance with UK-adopted International
Accounting Standards;
• the Parent Company financial statements have been
properly prepared in accordance with UK-adopted
International Accounting Standards as applied in
accordance with Section 408 of the Companies Act 2006;
and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of BlackRock
Energy and Resources Income Trust plc (the ‘Parent
Company’) and its subsidiary (the ‘Group’) for the year ended
30 November 2022 which comprise:
Group
Parent company
Consolidated Statement
of Financial Position as at
30 November 2022
Statement of Financial
Position as at 30 November
2022
Consolidated Statement of
Comprehensive Income for
the year then ended
Statement of Changes in
Equity for the year then
ended
Consolidated Statement of
Changes in Equity for the
year then ended
Cash Flow Statement for the
year then ended
Consolidated Cash Flow
Statement for the year then
ended
Related notes 1 to 19 to
the financial statements
including a summary of
significant accounting
policies
Related notes 1 to 19 to
the financial statements,
including a summary of
significant accounting
policies
The financial reporting framework that has been applied
in their preparation is applicable law and UK adopted
international accounting standards and as regards the
parent company financial statements, as applied in
accordance with Section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent Company in
accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Parent
Company and we remain independent of the Group and the
Parent Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group
and Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
Confirmation of our understanding of the Group and
Parent Company’s going concern assessment process and
engagement with the Directors and the Company Secretary
to determine if all key factors were considered in their
assessment.
Inspection of the Directors’ assessment of going concern,
including the revenue forecast, for the period to 30
November 2024. In preparing the revenue forecast, the
Group and Parent Company have concluded that they are
able to continue to meet their liabilities as they fall due.
Review of the factors and assumptions, including the
impact of the Russia-Ukraine conflict, the ongoing effects
of the COVID-19 pandemic and other significant events
that could give rise to market volatility, as applied to the
revenue forecast and the Directors’ liquidity assessment of
the investments. We considered the appropriateness of the
methods used to make an assessment for the Group and
Parent Company.
In relation to the Group’s overdraft facility, our inspection
of the Directors’ assessment of the risk of breaching the
debt covenants as a result of a reduction in the value of
the investment portfolio. We recalculated the Group’s
compliance with debt covenants and performed reverse
stress testing in order to identify what factors would lead to
the Group breaching the financial covenants.
Independent auditor’s report
to the members of BlackRock Energy and Resources Income Trust plc
Section 4: Financial statements
83
Consideration of the mitigating factors included in the
revenue forecasts that are within control of the Group
and Parent Company. We reviewed the Group and Parent
Company’s assessment of the liquidity of investments
held and evaluated the Group and Parent Company’s
ability to sell those investments to cover working capital
requirements should revenue decline significantly.
Review of the going concern disclosures included in the
Annual Report in order to assess that the disclosures
were appropriate and in conformity with the reporting
standards.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt
on the Group and Parent Company’s ability to continue as a
going concern for a period 30 November 2024, which is at
least twelve months from the date the financial statements
were authorised for issue.
In relation to the Group and Parent Company’s reporting
on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention
to in relation to the Directors’ statement in the financial
statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is not
a guarantee as to the Group and Parent Company’s ability to
continue as a going concern.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of BlackRock Energy and Resources Income
Trust plc’s components.
Key audit
matters
Risk of incomplete or inaccurate revenue recognition, including the calculation and classification of special
dividends and option premium income as revenue or capital items in the Consolidated Statement of
Comprehensive Income; and
Risk of incorrect valuation or ownership of the investment portfolio and derivatives.
Audit scope
We performed an audit of the complete financial information of BlackRock Energy and Resources Income
Trust plc’s components.
Materiality
Overall Group materiality of £1.95m (2021: £1.21m) which represents 1% (2021: 1%) of the Group’s
shareholders’ funds.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit
scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial
statements. We take into account size, risk profile, the organisation of the Group and effectiveness of group-wide controls,
changes in the business environment and other factors such as recent Internal Audit results when assessing the level of work
to be performed at each company.
We performed an audit of the complete financial information of both the Parent Company and its subsidiary, BlackRock
Energy and Resources Securities Income Company Limited (“full scope components”).
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact companies. The Directors have
stated that they are cognisant of the long-term risk to performance from inadequate attention to Environmental, Social and
Governance (ESG) issues, and in particular the impact of climate change. These are explained in the principal risks included in
the Strategic Report (pages 38 to 44), which form part of the “Other information,” rather than the audited financial statements.
Our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with
the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated.
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Our audit effort in considering climate change was focused on the adequacy of the Group’s disclosures in the financial
statements as set out in Note 2a and conclusion that there was no material impact of climate change on the valuation of
investments. We also challenged the Directors’ considerations of climate change in their assessment of going concern and
viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Risk
Our response to the risk
Key observations communicated to the
Audit and Management Engagement
Committee
Risk of incomplete or inaccurate
revenue recognition, including
the calculation and classification
of special dividends and option
premium income as revenue or
capital items in the Consolidated
Statement of Comprehensive
Income
Refer to the Report of the Audit and
Management Engagement Committee
(page 75); Accounting policies
(pages 95 to 98); and Note 3 of the
consolidated Financial Statements
(page 98).
The total investment income for
the year to 30 November 2022 was
£6.59m (2021: £6.06m), consisting
primarily of dividend income from
listed investments. The option
premium income for the year was
£1.34m (2021: £0.74m).
There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise
proper income entitlements or to
apply an appropriate accounting
treatment.
We performed the following
procedures:
We obtained an understanding of the
processes and controls surrounding
revenue recognition and the
classification of special dividends and
option premium income by performing
our walkthrough procedures. For the
classification of special dividends
and option premium income, we
also evaluated the design and
implementation of controls.
For a sample of dividends and fixed
interest payments, we recalculated
the investment income by multiplying
the investment holdings at the
ex-dividend date, traced from the
accounting records, by the dividend
per share/coupon rate, as agreed to an
independent data vendor. We agreed
this sample to bank statements and,
where applicable, we also agreed the
exchange rates to an external source.
For all dividends and fixed interest
income accrued at the year end,
we reviewed the investee company
announcements to assess whether the
obligation arose prior to 30 November
2022. We agreed the dividend rate/
coupon rate to the corresponding
announcements made by the investee
company, recalculated the amount
receivable and, where applicable,
agreed the subsequent cash receipts to
post-year end bank statements.
The results of our procedures identified
no material misstatement in relation
to the risk of incomplete or inaccurate
revenue recognition, including the
calculation and classification of
special dividends and option premium
income as revenue or capital items
in the Consolidated Statement of
Comprehensive Income.
Independent auditor’s report
continued
Section 4: Financial statements
85
Risk
Our response to the risk
Key observations communicated to the
Audit and Management Engagement
Committee
Special dividends
The total amount of special dividends
received by the Group during the
year was £1.13m, all of which were
classified as revenue (2021: £0.49m).
The Directors may, in certain
circumstances, exercise judgement
in determining whether income
receivable in the form of special
dividends should be classified
as ‘revenue’ or ‘capital’ in the
Consolidated Statement of
Comprehensive Income.
Option premium income
Options may be purchased or
written over securities held in the
portfolio for generating or protecting
capital returns, or for generating or
maintaining revenue returns. As such,
there is a manual and judgemental
element in allocating option premium
income between revenue and capital,
based on the underlying intention
for writing the option. Based on the
above, there is a risk that the option
premium income is incorrectly
allocated to revenue or capital.
In the year ended 30 November 2022,
all option premium income received
was allocated to revenue (2021: all
option premium income allocated to
revenue).
To test completeness of recorded
investment income, we tested that
expected dividends/fixed interest
payments for each investee company
held during the year had been
recorded as income with reference to
investee company announcements
obtained from an independent data
vendor.
For all investments held during
the year, we compared the type of
dividends paid with reference to an
external data source to identify those
which were ‘special’. We confirmed
22 special dividends, amounting to
£1.13m were recognised during the
year. We tested all special dividends
recognised, by recalculating the
amount received and assessing the
appropriateness of classification as
revenue by reviewing the underlying
rationale of the distribution.
Option premium income
For all option premia received, we
agreed the key transaction details (i.e.
contract size, number of contracts
and contract price) to trade tickets,
recalculated the option premium
income and confirmed the income
was correctly amortised over the life
of the options. We agreed the cash
receipts to bank statements and,
where applicable, we also agreed the
exchange rates to an external source.
We obtained the Manager’s summary
for writing the options and challenged
that the option premia have been
correctly allocated to revenue based
on the underlying intention for writing
the option, and in accordance with the
Group’s accounting policy.
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Risk
Our response to the risk
Key observations communicated to the
Audit and Management Engagement
Committee
Risk of incorrect valuation or
ownership of the investment
portfolio and derivatives
Refer to the Report of the Audit and
Management Engagement Committee
(page 75); Accounting policies
(pages 95 to 98); and Note 10 of the
Financial Statements (page 103).
The valuation of the listed investment
portfolio as at 30 November 2022
was £206.39m (2021: £127.78m).
The written option contracts open at
year-end amounted to a net liability
of £0.06m (2021: no open option
contracts as at the year-end date).
The valuation of the instruments
held in the investment portfolio is the
key driver of the Group’s net asset
value and total return. Inappropriate
investment pricing, including
incorrect application of exchange
rates, or failure to maintain proper
legal title of the instruments held by
the Group could have a significant
impact on the portfolio valuation and,
therefore, the return generated for
shareholders.
The fair value of exchange listed
investments is determined using
quoted market bid prices at close of
business on the reporting date. The
value of option contracts is marked-
to-market to reflect the fair value of
the option based on traded prices.
The Group holds one investment
in a Russian company, which is
subject to sanctions. The value of
this investment was written down
to a nominal value
of £0.01m
after
the secondary listings of Russian
securities trading on international
exchanges were suspended on
3 March 2022.
We performed the following
procedures:
We obtained an understanding
of
The Bank of New York Mellon
(International) Limited’s (‘BNYM’)
processes surrounding investment
and derivative title and pricing
by performing our walkthrough
procedures. We also obtained an
understanding of the Manager’s
processes and controls surrounding
compliance with international
sanctions against Russia.
For all listed investments and
derivatives in the portfolio, we
compared the market prices and
exchange rates applied to an
independent pricing vendor and
recalculated the investment and
derivative valuations as at the year-
end. For the Russian security held at
year-end, we assessed the valuation
applied by BlackRock’s Pricing
Committee and the classification as
a Level 3 investment with reference
to the requirements of UK adopted
International
A
ccounting Standards.
We inspected the stale pricing reports
produced by BNYM to identify prices
that have not changed and verified
whether the listed price is a valid fair
value.
We compared the Group’s investment
holdings at 30 November 2022 to
independent confirmations received
directly from the Group’s Custodian
and Depositary, testing any reconciling
items to supporting documentation.
We agreed all year-end open derivative
positions to confirmations received
independently from the Group’s broker.
The results of our procedures identified
no material misstatement in relation
to the risk of incorrect valuation or
ownership of the investment portfolio and
derivatives.
Independent auditor’s report
continued
Section 4: Financial statements
87
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group and Parent
Company to be £1.95m (2021: £1.21m), which is 1% (2021:
1%) of the Group and Parent Company’s shareholders’
funds. We believe that shareholders’ funds provides us with a
basis of materiality aligned to the key measure of the Group
and Parent Company’s performance.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment,
our judgement was that performance materiality was 75%
(2021: 75%) of our planning materiality, namely £1.46m
(2021: £0.91m). We have set performance materiality at
this percentage due to our past experience of the audit that
indicates a lower risk of misstatements, both corrected and
uncorrected.
Audit work at component locations for the purpose of
obtaining audit coverage over significant financial statement
accounts is undertaken based on a percentage of total
performance materiality. The performance materiality set for
each component is based on the relative scale and risk of the
component to the Group as a whole and our assessment of
the risk of misstatement at that component. In the current
year, performance materiality allocated to BlackRock Energy
and Resources Securities Income Company Limited was
£
0.14m (2021: £0.01m).
Given the importance of the distinction between revenue and
capital for the Group we have also applied a separate testing
threshold of £0.35m (2021: £0.31m) for the revenue column
of the Consolidated Statement of Comprehensive Income,
being the greater of 5% of the net revenue profit on ordinary
activities before taxation and our reporting threshold.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit and Management Engagement
Committee that we would report to them all uncorrected
audit differences in excess of £0.10m (2021: £0.06m), which
is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming
our opinion.
Other information
The other information comprises the information included
in the Annual Report set out on pages
1 to 79 and 122 to
144 other than the financial statements and our auditor’s
report thereon. The Directors are responsible for the other
information contained within the Annual Report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to
a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of the other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the Strategic Report and the
Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
the Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
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Annual Report and Financial Statements 30 November 2022
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the Group
and the Parent Company and its environment obtained
in the course of the audit, we have not identified material
misstatements in the Strategic Report or the Directors’
Report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the Parent Company financial statements and the part of
the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by
law are not made; or
we have not received all the information and explanations
we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group and
Parent Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by the
Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
• Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on pages
5
8 and
9
5
;
• Directors’ explanation as to its assessment of the
Group and Parent Company’s prospects, the period this
assessment covers and why the period is appropriate set
out on pages 43 and 44;
Director’s statement on whether it has a reasonable
expectation that the Group and Parent Company will be
able to continue in operation and meets their liabilities set
out on page 44,
5
8 and 9
5
;
Directors’ statement on fair, balanced and understandable
set out on pages 77 and 78;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 39;
The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems set out on pages 39 to 44; and
The section describing the work of the Audit and
Management Engagement Committee set out on pages
7
5
to 78.
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities in respect of Annual Report and Financial
Statements set out on page 79, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group and Parent 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 Parent Company
or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities,
including fraud is detailed below.
Independent auditor’s report
continued
Section 4: Financial statements
89
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged with
governance of the Group and management.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and
determined that the most significant are UK-adopted
International Accounting Standards, the Companies Act
2006, the Listing Rules, the UK Corporate Governance
Code, the Association of Investment Company’s Code of
Corporate Governance and Statement of Recommended
Practice, section 1158 of the Corporation Tax Act 2010 and
The Companies (Miscellaneous Reporting) Regulations
2018.
We understood how BlackRock Energy and Resources
Income Trust plc is complying with those frameworks
through discussions with the Audit and Management
Engagement Committee and Company Secretary, review
of Board and committee minutes and review of papers
provided to the Audit and Management Engagement
Committee.
We assessed the susceptibility of the Group’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements. We identified a fraud risk with respect
to incomplete or inaccurate revenue recognition, including
the calculation and classification of special dividends and
option premium income as revenue or capital items in
the Consolidated Statement of Comprehensive Income.
Further detail of our approach is set out in the section on
key audit matters above.
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved review of the
reporting to the Directors with respect to the application
of the documented policies and procedures and review of
the financial statements to ensure compliance with the
reporting requirements of the Group.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit and
Management Engagement Committee, we were appointed
by the Group to audit the financial statements for the year
ending 30 November 2006 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is 17 years, covering
the years ending 30 November 2006 to 30 November 2022.
The audit opinion is consistent with the additional report to
the Audit and Management Engagement Committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we
have formed.
MATTHEW PRICE
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
1 February
2023
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Annual Report and Financial Statements 30 November 2022
Consolidated statement of
comprehensive income
for the year ended 30 November 2022
2022
2021
Notes
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Income from investments held at fair value through
profit or loss
3
6,969
6,969
6,061
6,061
Other income
3
1,343
1,343
742
742
Total revenue
8,312
8,312
6,803
6,803
Net profit on investments and options held at fair value
through profit or loss
10
51,394
51,394
25,954
25,954
Net profit/(loss) on foreign exchange
4
4
(1)
(1)
Total
8,312
51,398
59,710
6,803
25,953
32,756
Expenses
Investment management fee
4
(339)
(1,019)
(1,358)
(234)
(706)
(940)
Other operating expenses
5
(886)
(11)
(897)
(419)
(7)
(426)
Total operating expenses
(1,225)
(1,030)
(2,255)
(653)
(713)
(1,366)
Net profit on ordinary activities before finance costs
and taxation
7,087
50,368
57,455
6,150
25,240
31,390
Finance costs
6
(49)
(147)
(196)
(5)
(15)
(20)
Net profit on ordinary activities
before taxation
7,038
50,221
57,259
6,145
25,225
31,370
Taxation (expense)/credit
7
(644)
162
(482)
(441)
24
(417)
Net profit on ordinary activities after taxation
6,394
50,383
56,777
5,704
25,249
30,953
Earnings per ordinary share (pence)
9
4.99
39.28
44.27
4.96
21.96
26.92
The total column of this statement represents the Group’s Statement of Comprehensive Income, prepared in accordance with
UK-adopted International Accounting Standards (IASs). The supplementary revenue and capital accounts are both prepared
under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive from
continuing operations. No operations were acquired or discontinued during the year. All income is attributable to the equity
holders of the Group.
The Group does not have any other comprehensive income (2021: £nil). The net profit for the year disclosed above represents
the Group’s total comprehensive income.
The notes on pages 9
5
to 119 form part of these financial statements.
Section 4: Financial statements
91
Consolidated statement of changes
in equity
for the year ended 30 November 2022
The notes on pages 9
5
to 119 form part of these financial statements.
Group
Notes
Called
up share
capital
Share
premium
account
Special
reserve
Capital
reserves
Revenue
reserve
Total
For the year ended 30 November 2022
£’000
£’000
£’000
£’000
£’000
£’000
At 30 November 2021
1,190
47,727
68,852
(2,548)
5,607
120,828
Total comprehensive income:
Net profit for the year
50,383
6,394
56,777
Transactions with owners, recorded directly to equity:
Ordinary share issues
14, 15
154
19,563
19,717
Share issue costs
14, 15
(110
)
(110
)
Ordinary shares reissued from treasury
15
1,023
2,091
3,114
Share reissue costs
(6)
(32)
(38)
Dividends paid
1
8
(5,580)
(5,580)
At 30 November 2022
1,344
68,203
70,937
47,803
6,421
194,708
For the year ended 30 November 2021
At 30 November 2020
1,190
46,977
66,775
(27,797)
4,497
91,642
Total comprehensive income:
Net profit for the year
25,249
5,704
30,953
Transactions with owners, recorded directly to equity:
Ordinary shares reissued from treasury
750
2,131
2,881
Share issue costs
(6)
(6)
Ordinary shares purchased into treasury
(48)
(48)
Dividends paid²
8
(4,594)
(4,594)
At 30 November 2021
1,190
47,727
68,852
(2,548)
5,607
120,828
1
4th interim dividend of 1.10p per share for the year ended 30 November 2021, declared on 8 December 2021 and paid on 14 January 2022; 1st interim dividend of
1.10p per share for the year ended 30 November 2022, declared on 15 March 2022 and paid on 21 April 2022; 2nd interim dividend of 1.10p per share for the year
ended 30 November 2022, declared on 7 June 2022 and paid on 15 July 2022 and 3rd interim dividend of 1.10p per share for the year ended 30 November 2022,
declared on 12 September 2022 and paid on 20 October 2022.
2
4th interim dividend of 1.00p per share for the year ended 30 November 2020, declared on 8 December 2020 and paid on 15 January 2021; 1st interim dividend of
1.00p per share for the year ended 30 November 2021, declared on 16 March 2021 and paid on 22 April 2021; 2nd interim dividend of 1.00p per share for the year
ended 30 November 2021, declared on 8 June 2021 and paid on 16 July 2021 and 3rd interim dividend of 1.00p per share for the year ended 30 November 2021,
declared on 14 September 2021 and paid on 19 October 2021.
92
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Parent company statement of changes
in equity
continued
The notes on pages 9
5
to 119 form part of these financial statements.
Notes
Called
up share
capital
Share
premium
account
Special
reserve
Capital
reserves
Revenue
reserve
Total
Company
£’000
£’000
£’000
£’000
£’000
£’000
For the year ended 30 November 2022
At 30 November 2021
1,190
47,727
68,852
436
2,623
120,828
Total comprehensive income:
Net profit for the year
50,033
6,744
56,777
Transactions with owners, recorded directly to equity:
Ordinary share issues
14, 15
154
19,563
19,717
Share issue costs
15
(
110
)
(
110
)
Ordinary shares reissued from treasury
14, 15
1,023
2,091
3,114
Share reissue costs
15
(6)
(32)
(38)
Dividends paid¹
8
(5,580)
(5,580)
At 30 November 2022
1,344
68,203
70,937
50,437
3,787
194,708
For the year ended 30 November 2021
At 30 November 2020
1,190
46,977
66,775
(24,822)
1,522
91,642
Total comprehensive income:
Net profit for the year
25,258
5,695
30,953
Transactions with owners, recorded directly to equity:
Ordinary shares reissued from treasury
750
2,131
2,881
Share issue costs
(6)
(6)
Ordinary shares purchased into treasury
(48)
(48)
Dividends paid²
8
(4,594)
(4,594)
At 30 November 2021
1,190
47,727
68,852
436
2,623
120,828
1
4th interim dividend of 1.10p per share for the year ended 30 November 2021, declared on 8 December 2021 and paid on 14 January 2022; 1st interim dividend of
1.10p per share for the year ended 30 November 2022, declared on 15 March 2022 and paid on 21 April 2022; 2nd interim dividend of 1.10p per share for the year
ended 30 November 2022, declared on 7 June 2022 and paid on 15 July 2022 and 3rd interim dividend of 1.10p per share for the year ended 30 November 2022,
declared on 12 September 2022 and paid on 20 October 2022.
2
4th interim dividend of 1.00p per share for the year ended 30 November 2020, declared on 8 December 2020 and paid on 15 January 2021; 1st interim dividend of
1.00p per share for the year ended 30 November 2021, declared on 16 March 2021 and paid on 22 April 2021; 2nd interim dividend of 1.00p per share for the year
ended 30 November 2021, declared on 8 June 2021 and paid on 16 July 2021 and 3rd interim dividend of 1.00p per share for the year ended 30 November 2021,
declared on 14 September 2021 and paid on 19 October 2021.
For information on the Company’s distributable reserves please refer to note 15 on pages 105 and 106
.
Section 4: Financial statements
93
30 November 2022
30 November 2021
Notes
Group
Company
Group
Company
£’000
£’000
£’000
£’000
Non current assets
Investments held at fair value through profit or
loss
10
206,394
209,849
127,784
131,588
Current assets
Other receivables
12
1,980
4,721
4,878
7,619
Current tax asset
103
103
57
57
Cash collateral held with brokers
16
285
285
Cash and cash equivalents
16
6,214
18
6,552
7
Total current assets
8,582
5,127
11,487
7,683
Total assets
214,976
214,976
139,271
139,271
Current liabilities
Other payables
13
(5,868)
(5,868)
(5,516)
(5,516)
Derivative financial liabilities held at fair value
through profit or loss
10
(55)
(55)
Bank overdraft
13,
16
(14,345)
(14,345)
(12,927)
(12,927)
Total current liabilities
(20,268)
(20,268)
(18,443)
(18,443)
Net assets
194,708
194,708
120,828
120,828
Equity attributable to equity holders
Called up share capital
14
1,344
1,344
1,190
1,190
Share premium account
15
68,203
68,203
47,727
47,727
Special reserve
15
70,937
70,937
68,852
68,852
Capital reserves
At 1 December
15
(2,548)
436
(27,797)
(24,822)
Net profit for the year
50,383
50,033
25,249
25,258
Transactions with owners recorded directly to
equity
(32)
(32)
At 30 November
47,803
50,437
(2,548)
436
Revenue reserve
At 1 December
15
5,607
2,623
4,497
1,522
Net profit for the year
6,394
6,744
5,704
5,695
Dividends paid
(5,580)
(5,580)
(4,594)
(4,594)
At 30 November
6,421
3,787
5,607
2,623
Total equity
194,708
194,708
120,828
120,828
Net asset value per ordinary share (pence)
9
144.92
144.92
103.97
103.97
The financial statements on pages
90
to 119 were approved and authorised for issue by the Board of Directors on
1
February 2023 and signed on its behalf by Adrian Brown, Chairman.
BlackRock Energy and Resources Income Trust plc
Registered in England, No. 5612963
Consolidated and parent company
statements of financial position
as at 30 November 2022
The notes on pages 9
5
to 119 form part of these financial statements.
94
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
The notes on pages 9
5
to 119 form part of these financial statements.
30 November 2022
30 November 2021
Group
Company
Group
Company
£’000
£’000
£’000
£’000
Operating activities
Net profit on ordinary activities before taxation
57,259
57,259
31,370
31,370
Add back finance costs
196
196
20
20
Net profit on investments and options held at fair value
through profit or loss (including transaction costs)
(51,394)
(51,045)
(25,954)
(25,963)
Net (profit)/loss on foreign exchange
(4)
1
(31)
Sales of investments held at fair value through profit or
loss
126,788
126,788
82,907
82,907
Purchases of investments held at fair value through
profit or loss
(153,949)
(153,949)
(87,168)
(87,168)
Increase in other receivables
(18)
(18)
(128)
(350)
Increase in other payables
230
230
231
231
Decrease/(increase) in amounts due from brokers
2,916
2,916
(4,412)
(4,412)
Increase in amounts due to brokers
40
40
4,798
4,798
Net movement in cash collateral held with brokers
(285)
(285)
163
Net cash (outflow)/inflow from operating activities
before taxation
(18,221)
(17,868)
1,828
1,402
Taxation paid
(221)
Taxation on investment income included within gross
income
(528)
(528)
(457)
(457)
Net cash (outflow)/inflow from operating activities
(18,749)
(18,396)
1,150
945
Financing activities
Interest paid
(196)
(196)
(20)
(20)
Receipts from share issues
19,717
19,717
2,881
2,881
Share issue costs paid
(60)
(60)
(6)
(6)
Payments for share purchases
(48)
(48)
Proceeds from shares reissued from treasury
3,108
3,108
Dividends paid
(5,580)
(5,580)
(4,594)
(4,594)
Net cash inflow/(outflow) from financing activities
16,989
16,989
(1,787)
(1,787)
Decrease in cash and cash equivalents
(1,760)
(1,407)
(637)
(842)
Effect of foreign exchange rate changes
4
(1)
31
Change in cash and cash equivalents
(1,756)
(1,407)
(638)
(811)
Cash and cash equivalents at start of year
(6,375)
(12,920)
(5,737)
(12,109)
Cash and cash equivalents at end of year
(8,131)
(14,327)
(6,375)
(12,920)
Comprised of:
Cash at bank
6,214
18
6,552
7
Bank overdraft
(14,345)
(14,345)
(12,927)
(12,927)
(8,131)
(14,327)
(6,375)
(12,920)
Consolidated and parent company cash
flow statements
for the year ended 30 November 2022
Section 4: Financial statements
95
1. Principal activity
The principal activity of the Company is that of an investment
trust company within the meaning of Section 1158 of the
Corporation Tax Act 2010. The Company was incorporated on
4 November 2005 and this is the seventeenth Annual Report.
2. Accounting policies
The principal accounting policies adopted by the Group and
Company are set out below.
(a) Basis of preparation
On 31 December 2020, International Financial Reporting
Standards as adopted by the European Union at that
date was brought into UK law and became UK-adopted
International Accounting Standards (IASs), with future
changes being subject to endorsement by the UK
Endorsement Board. The Group and Company transitioned to
IASs in its financial statements with effect from 1 December
2021. There was no impact or changes in accounting policies
from the transition.
The Group and Company financial statements have been
prepared under the historic cost convention modified by the
revaluation of certain financial assets and financial liabilities
held at fair value through profit or loss and in accordance with
IASs. All of the Group’s operations are of a continuing nature.
Insofar as the Statement of Recommended Practice (SORP)
for investment trust companies and venture capital trusts
issued by the Association of Investment Companies (AIC)
in October 2019, and updated in July 2022, is compatible
with IASs, the financial statements have been prepared in
accordance with guidance set out in the SORP.
Substantially, all of the assets of the Group consist of
securities that are readily realisable and, accordingly,
the Directors are satisfied that the Group has adequate
resources to continue in operational existence for the
foreseeable future for the period to 30 November 2024, being
a period of at least twelve months from the date of approval
of the financial statements and therefore consider the going
concern assumption to be appropriate. The Directors have
reviewed compliance with the covenants associated with
the bank overdraft facility, income and expense projections
and the liquidity of the investment portfolio in making their
assessment.
The Directors have considered the impact of climate change
on the value of the investments included in the Financial
Statements and have concluded that:
there was no further impact of climate change to be
considered as the investments are valued based on
market pricing as required by IFRS 13; and
the risk is adequately captured in the assumptions and
inputs used in measurement of Level 3 assets, if any, as
noted in note 16 of the Financial Statements.
None of the Company’s other assets and liabilities were
considered to be potentially impacted by climate change.
The Group’s financial statements are presented in British
Pound Sterling, which is the functional currency of the Group
and the currency of the primary economic environment in
which the Group operates. All values are rounded to the
nearest thousand pounds (£’000) except when otherwise
indicated.
Relevant International Accounting Standards that have
yet to be adopted:
IFRS 17 – Insurance contracts
(effective 1 January 2023).
This standard replaces IFRS 4, which currently permits a wide
range of accounting practices in accounting for insurance
contracts. IFRS 17 will fundamentally change the accounting
by all entities that issue insurance contracts and investment
contracts with discretionary participation features.
This standard is unlikely to have any impact on the Group as
it has no insurance contracts.
IAS 12 - Deferred tax related to assets and liabilities
arising from a single transaction
(effective 1 January 2023).
The International Accounting Standards Board (IASB) has
amended IAS 12 Income Taxes to require companies to
recognise deferred tax on particular transactions that, on
initial recognition, give rise to equal amounts of taxable and
deductible temporary differences. According to the amended
guidance, a temporary difference that arises on initial
recognition of an asset or liability is not subject to the initial
recognition exemption if that transaction gave rise to equal
amounts of taxable and deductible temporary differences.
These amendments might have a significant impact on the
preparation of financial statements by companies that have
substantial balances of right-of-use assets, lease liabilities,
decommissioning, restoration and similar liabilities. The
impact for those affected would be the recognition of
additional deferred tax assets and liabilities.
The amendment of this standard is unlikely to have any
significant impact on the Group.
None of the standards that have been issued but are not yet
effective are expected to have a material impact on the Group.
(b) Basis of consolidation
The Group’s financial statements are made up to
30 November each year and consolidate the financial
statements of the Company and its wholly owned subsidiary,
which is registered and operates in England and Wales,
BlackRock Energy and Resources Securities Income
Company Limited (together ‘the Group’).
Subsidiaries are consolidated from the date of their
acquisition, being the date on which the Company obtains
control, and continue to be consolidated until the date that
such control ceases. The financial statements of subsidiaries
used in the preparation of the consolidated financial
statements are based on consistent accounting policies. All
intra-group balances and transactions, including unrealised
profits arising therefrom, are eliminated. The subsidiary is
not considered to be an investment entity.
Notes to the financial statements
for the year ended 30 November 2022
96
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
2. Accounting policies
continued
(c) Presentation of the Consolidated Statement of
Comprehensive Income
In order to better reflect the activities of an investment trust
company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Consolidated
Statement of Comprehensive Income between items of a
revenue and a capital nature has been presented alongside
the Consolidated Statement of Comprehensive Income.
(d) Segmental reporting
The Directors are of the opinion that the Group is engaged in
a single segment of business being investment business.
(e) Income
Dividends receivable on equity shares are recognised as
revenue for the year on an ex-dividend basis. Where no ex-
dividend date is available, dividends receivable on or before
the year end are treated as revenue for the year. Provision is
made for any dividends not expected to be received. Special
dividends, if any, are treated as a capital or a revenue receipt
depending on the facts or circumstances of each particular
case. The return on a debt security is recognised on a time
apportionment basis so as to reflect the effective yield on the
debt security.
Options may be purchased or written over securities held
in the portfolio for generating or protecting capital returns,
or for generating or maintaining revenue returns. Where
the purpose of the option is the generation of income, the
premium is treated as a revenue item. Where the purpose
of the option is the maintenance of capital, the premium is
treated as a capital item.
Option premium income is recognised as revenue evenly over
the life of the option contract and included in the revenue
account of the Consolidated Statement of Comprehensive
Income unless the option has been written for the
maintenance and enhancement of the Group’s investment
portfolio and represents an incidental part of a larger capital
transaction, in which case any premia arising are allocated
to the capital account of the Consolidated Statement of
Comprehensive Income.
Deposit interest receivable is accounted for on an accruals
basis.
Where the Group has elected to receive its dividends in
the form of additional shares rather than in cash, the cash
equivalent of the dividend is recognised as revenue. Any
excess in the value of the shares received over the amount of
the cash dividend is recognised in capital.
(f) Expenses
All expenses, including finance costs, are accounted for
on an accruals basis. Expenses have been charged wholly
to the revenue account of the Consolidated Statement of
Comprehensive Income, except as follows:
expenses which are incidental to the acquisition or sale
of an investment are charged to the capital account of
the Consolidated Statement of Comprehensive Income.
Details of transaction costs on the purchases and sales of
investments are disclosed within note 10 to the financial
statements on page
10
3;
expenses are treated as capital where a connection with
the maintenance or enhancement of the value of the
investments can be demonstrated; and
the investment management fee and finance costs have
been allocated 75% to the capital account and 25%
to the revenue account of the Consolidated Statement
of Comprehensive Income in line with the Board’s
expectations of the long term split of returns, in the
form of capital gains and income, respectively, from the
investment portfolio. The investment management fee
rebate accrued as a result of the application of the cap
on ongoing charges of 1.25% per annum of average
daily net assets is offset against management fees and is
allocated between revenue and capital in the ratio of total
ongoing charges allocated between revenue and capital
during the year.
Finance costs incurred by the Subsidiary are charged 100%
to revenue.
(g) Taxation
The Group accounts do not reflect any adjustment for group
relief between the Company and the Subsidiary.
The tax expense represents the sum of the tax currently
payable and deferred tax. The tax currently payable is based
on the taxable profit for the year. Taxable profit differs from
net profit as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income
or expenses that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible.
The Group’s liability for current tax is calculated using tax
rates that were applicable at the balance sheet date.
Where expenses are allocated between capital and revenue
accounts, any tax relief in respect of expenses is allocated
between capital and revenue returns on the marginal basis
using the Company’s effective rate of corporation tax for the
accounting period.
Deferred taxation is recognised in respect of all temporary
differences that have originated but not reversed at the
financial reporting date, where transactions or events that
result in an obligation to pay more taxation in the future
or right to pay less tax in the future have occurred at the
financial reporting date. This is subject to deferred taxation
Notes to the financial statements
continued
Section 4: Financial statements
97
assets only being recognised if it is considered more likely
than not that there will be suitable profits from which the
future reversal of the temporary differences can be deducted.
Deferred taxation assets and liabilities are measured at the
rates applicable to the legal jurisdictions in which they arise.
(h) Investments held at fair value through profit
or loss
In accordance with IFRS 9, the Group classifies its
investments at initial recognition as held at fair value
through profit or loss and are managed and evaluated on a
fair value basis in accordance with its investment strategy
and business model.
All investments are measured initially and subsequently at
fair value through profit or loss. Purchases of investments
are recognised on a trade date basis. Sales of investments
are recognised at the trade date of the disposal.
The fair value of the financial investments is based on their
quoted bid price at the financial reporting date, without
deduction for the estimated selling costs. This policy applies
to all current and non-current asset investments held by the
Group.
The fair value of the investment in the subsidiary is
calculated based on the net asset value of the underlying
balances within the subsidiary.
Changes in the value of investments held at fair value
through profit or loss and gains and losses on disposal are
recognised in the Consolidated Statement of Comprehensive
Income as ‘Net profit/(loss) on investments and options held
at fair value through profit of loss’. Also included within the
heading are transaction costs in relation to the purchase or
sale of investments.
For all financial instruments not traded in an active market,
the fair value is determined by using various valuation
techniques. Valuation techniques include market approach
(i.e., using recent arm’s length market transactions adjusted
as necessary and reference to the current market value
of another instrument that is substantially the same) and
the income approach (i.e., discounted cash flow analysis
and option pricing models making use of available and
supportable market data as possible). See note 2(p) below.
(i) Options
Options are held at fair value through profit or loss based on
the bid/offer prices of the options written to which the Group
is exposed. The value of the option is subsequently marked-
to-market to reflect the fair value through profit or loss of the
option based on traded prices. Where the premium is taken
to revenue, an appropriate amount is shown as capital return
such that the total return reflects the overall change in the
fair value of the option. When an option is exercised, the gain
or loss is accounted for as a capital gain or loss. Any cost on
closing out an option is transferred to revenue along with any
remaining unamortised premium.
(j) Other receivables and other payables
Other receivables and other payables do not carry any
interest and are short-term in nature and are accordingly
stated on an amortised cost basis.
(k) Dividends payable
Under IASs, final dividends should not be accrued in the
financial statements unless they have been approved by
shareholders before the financial reporting date. Interim
dividends should not be recognised in the financial
statements unless they have been paid.
Dividends payable to equity shareholders are recognised in
the Consolidated Statement of Changes in Equity.
(l) Foreign currency translation
Transactions involving foreign currencies are converted
at the rate ruling at the date of the transaction. Foreign
currency monetary assets and liabilities and non-monetary
assets held at fair value are translated into British Pound
Sterling at the rate ruling on the financial reporting date.
Foreign exchange differences arising on translation are
recognised in the Consolidated Statement of Comprehensive
Income as a revenue or capital item depending on the
income or expense to which they relate. For investment
transactions and investments held at the year end,
denominated in a foreign currency, the resulting gains or
losses are included in the net profit/(loss) on investments
and options held at fair value through profit or loss in the
Consolidated Statement of Comprehensive Income.
(m) Cash and cash equivalents
Cash comprises cash in hand, bank overdrafts and on
demand deposits. Cash equivalents are short term, highly
liquid investments that are readily convertible to known
amounts of cash and that are subject to an insignificant risk
of changes in value.
(n) Bank borrowings
Bank overdrafts are recorded as the proceeds received.
Finance charges are accounted for on an accruals basis
in the Consolidated Statement of Comprehensive Income
using the effective interest rate method and are added to the
carrying amount of the instruments to the extent that they
are not settled in the period in which they arise.
(o) Share repurchases and share reissues
Shares repurchased and subsequently cancelled – share
capital is reduced by the nominal value of the shares
repurchased, and the capital redemption reserve is
correspondingly increased in accordance with Section 733
of the Companies Act 2006. The full cost of the repurchase is
charged to the special reserve.
Shares repurchased and held in treasury – the full cost of the
repurchase is charged to the special reserve.
98
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Notes to the financial statements
continued
2. Accounting policies
continued
Where treasury shares are subsequently reissued:
amounts received to the extent of the repurchase price are
credited to the special reserve and capital reserves based
on a weighted average basis of amounts utilised from these
reserves on repurchases; and
any surplus received in excess of the repurchase price is
taken to the share premium account.
Where new shares are issued, amounts received to the extent
of any surplus received in excess of the par value are taken to
the share premium account.
Share issue costs are charged to the share premium account.
Costs on share reissues are charged to the special reserve
and capital reserves.
(p) Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the
future. The resulting accounting estimates and assumptions
will, by definition, seldom equal the related actual results.
Estimates and judgements are regularly evaluated and
are based on historical experience and other factors,
including expectations of future events that are believed to
be reasonable under the circumstances. The Directors do
not believe that any accounting judgements or estimates
have a significant risk of causing a material adjustment to
the carrying amount of assets and liabilities within the next
financial year.
3. Income
2022
2021
£’000
£’000
Investment income:
UK dividends
613
1,204
UK special dividends
67
205
Overseas dividends
4,604
3,745
Overseas special dividends
1,060
282
Fixed income
625
625
Total investment income
6,969
6,061
Other income:
Option premium income
1,342
742
Bank interest
1
1,343
742
Total income
8,312
6,803
During the year, the Group received option premium income in cash totalling £1,342,000 (2021: £711,000) for writing covered
call and put options for the purposes of revenue generation.
Option premium income is amortised evenly over the life of the option contract and accordingly, during the period, option
premiums of £1,342
,000 (2021: £742,000) were amortised to revenue.
At 30 November 2022, there was one open position (2021: nil) with an associated liability of £55,000 (2021: £nil).
Dividends and interest received in cash during the year amounted to £5,609,000 and £437,000 (2021: £4,951,000 and
£411,000).
No special dividends have been recognised in capital during the year (2021: £nil).
Section 4: Financial statements
99
4. Investment management fee
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Investment management fee
339
1,019
1,358
234
706
940
Total
339
1,019
1,358
234
706
940
The investment management fee is levied at 0.80% of gross assets per annum. Gross assets for the purposes of calculating
the management fee equate to the value of the portfolio’s gross assets held on the relevant date as valued on the basis of
applicable accounting policies, less the value of any investments in in-house funds.
The fee is allocated 25% to the revenue account and 75% to the capital account of the Consolidated Statement of
Comprehensive Income. There is no additional fee for company secretarial and administration services.
The Company is entitled to a rebate from the investment management fee charged by the Manager in the event the Company’s
ongoing charges exceed the cap of 1.25% per annum of average daily net assets. The amount of rebate accrued for the year
ended 30 November 2022 amounted to £nil (2021: £nil). The rebate, if any, is offset against management fees and is allocated
between revenue and capital in the ratio of total ongoing charges (as defined on pages 13
6
and 137) allocated between
revenue and capital during the year.
5. Other operating expenses
2022
2021
£’000
£’000
Allocated to revenue:
Custody fee
8
5
Auditors’ remuneration - audit services
1
46
45
Registrar’s fee
31
30
Directors’ emoluments²
139
131
Broker fees
25
25
Depositary fees
15
10
Marketing fees
45
34
Printing and postage fees
42
33
Legal and professional fees
20
18
Directors search fees
18
21
Bank charges
12
7
Stock exchange listings fees
3
53
8
Other administrative costs
52
52
Provision for doubtful debts
4
380
886
419
Allocated to capital:
Custody transaction charges
5
11
7
897
426
The Company’s ongoing charges
6
, calculated as a percentage of average daily net assets and
using the management fee and all other operating expenses excluding finance costs, direct
transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses
written back and certain non-recurring items were:
1.13%
1.21%
1
No non-audit services are provided by the Company’s auditors (2021: none).
2
Further information on Directors’ emoluments can be found in the Directors’ Remuneration Report on page
65
. The Company has no employees.
3
For the year ended 30 November 2022, this included one-off block listing fees of £49,000.
4
Provision for doubtful debts relate to dividend income from Gazprom ADR which has has not been received due to measures imposed by the Russian authorities in
response to the sanctions that have been imposed on Russia as a result of the invasion of Ukraine.
5
For the year ended 30 November 2022, expenses of £11,000 (2021: £7,000) were charged to the capital account of the Statement of Comprehensive Income.
These relate to transaction costs charged by the custodian on sale and purchase trades.
6
Alternative Performance Measure, see Glossary on pages
13
5
to 137.
100
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
5. Other operating expenses
continued
The Company’s ongoing charges, as defined on pages 13
6
and 137 (including the investment management fee), are capped at
1.25% per annum of average daily net assets. The Company is entitled to a rebate from the investment management fee charged
by the Manager in the event the Company’s ongoing charges exceed the cap.
The overall cap on ongoing charges and any applicable rebate is calculated and accrued on a daily basis and will be adjusted in
the investment management fees charged up to 30 November every year. See note 4 on page
99.
6. Finance costs
2022
2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest payable – bank overdraft
49
147
196
5
15
20
Total
49
147
196
5
15
20
Finance costs for the Company are charged 25% to the revenue account and 75% to the capital account of the Consolidated
Statement of Comprehensive Income. Subsidiary finance costs are charged 100% to the revenue account of the Consolidated
Statement of Comprehensive Income.
7. Taxation
(a) Analysis of charge/(credit) for the year
2022
2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Corporation taxation
204
(204)
83
(83)
Double taxation relief
(42)
42
(65)
65
Reallocation of part of subsidiary’s tax charge
6
(6)
Overseas taxation
482
482
417
417
Total taxation charge/(credit) (note 7(b))
644
(162)
482
441
(24)
417
The AIC SORP states that any tax relief obtained on expenses should be allocated between capital and revenue on the
assumption that expenses charged to revenue are matched first against taxable revenue items. Tax relief is only reflected in
capital to the extent that ‘additional’ expenses are utilised from capital to reduce or eliminate the Investment Company’s tax
liability. The amount of tax relief on such expenses should be the amount of corporation tax, or additional corporation tax, that
would have been payable were it not for the existence of these ‘additional’ expenses.
The Company surrenders its excess management expenses to the subsidiary in order to reduce the taxation calculated on a
standalone basis for the subsidiary. As Group relief is not charged between the Company and subsidiary, the Group accounts
do not include any allocation of tax relief between capital and revenue as the substance of any such transfer within the
Group accounts would be a payment for Group relief which is an inter-group transaction that is eliminated on consolidation.
Consequently the consolidated financial statements do not reflect the marginal basis of taxation allocation as recommended
by the SORP. The Board consider that including this adjustment would result in a misleading consolidated earnings per share
figure.
Had the recommended approach within the SORP been adopted, the Company’s consolidated tax charge to the revenue
account of the Consolidated Statement of Comprehensive Income would have been increased by £nil (2021: £59,000) and
this would have been offset by a credit to the tax charge in the capital account of the same primary statement for the same
amount, resulting in a nil impact on the tax charge in the total account of the Consolidated Statement of Comprehensive
Income. There would have been no impact on either the parent company or the subsidiary company accounts.
Management expenses of £nil accounted for through the capital account of the Consolidated Statement of Comprehensive
Income have been surrendered to the subsidiary for the year ended 30 November 2022 (2021: £310,000). In accordance with
the Company’s accounting policy the transfer in the year ended 30 November 2021 was made for group tax relief between the
Company and its subsidiary.
Notes to the financial statements
continued
Section 4: Financial statements
101
(b) Factors affecting total taxation charge/(credit) for the year
The taxation assessed for the year is lower (2021: lower) than the standard rate of corporation taxation in the UK of 19.00%
(2021: 19.00%). The differences are explained below:
2022
2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit on ordinary activities before taxation
7,038
50,221
57,259
6,145
25,225
31,370
Tax on profit on ordinary activities at standard rate of
corporation tax of 19.00% (2021: 19.00%)
1,337
9,542
10,879
1,168
4,793
5,961
Effects of:
Non taxable UK dividend income
(116)
(116)
(268)
(268)
Non taxable overseas dividend income
(1,017)
(1,017)
(752)
(752)
Overseas tax suffered
482
482
417
417
Relief for overseas tax
(42)
34
(8)
(65)
53
(12)
Net profit on investments and options held at fair
value through profit or loss
(9,765)
(9,765)
(4,931)
(4,931)
Net profit on foreign exchange
(1)
(1)
(6)
(6)
Taxation effect of allowable expenses in capital
(59)
59
Management expenses not utilised
26
26
7
7
Disallowed expenses
2
2
1
1
(693)
(9,704)
(10,397)
(727)
(4,817)
(5,544)
Total taxation charge/(credit) for the year
(note 7(a))
644
(162)
482
441
(24)
(417)
The Company is exempt from corporation tax on capital gains provided it maintains its status as an investment trust under
Chapter 4 of Part 24 of the Corporation Tax Act 2010. Due to the Company’s intention to meet the conditions required to
maintain its investment trust status, it has not provided for deferred UK corporation tax on any capital gains or losses.
The Company’s taxable income is exceeded by its tax allowable expenses, which include both the revenue and capital
elements of the management fee. As at 30 November 2022, the Company had accumulated surplus expenses of £172,000
(2021: £39,000).
As at 30 November 2022, the Company has not recognised a deferred tax asset of £43,000 (2021: £10,000) in respect of the
accumulated expenses. The deferred tax asset has been calculated based on a prospective corporation tax rate from 1 April
2023 of 25%, as enacted by the Finance Act 2021. Provided the Company continues to maintain its current investment profile,
it is unlikely that the expenses will be utilised and that the Company will obtain any benefit from this.
102
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
8. Dividends
2022
2021
Dividends paid on equity shares
Record date
Payment date
£’000
£’000
4th interim dividend of 1.10p per share for the
year ended 30 November 2021 (2020: 1.00p)
17 December 2021
14 January 2022
1,278
1,135
1st interim dividend of 1.10p per share for the
year ended 30 November 2022 (2021: 1.00p)
25 March 2022
21 April 2022
1,376
1,135
2nd interim dividend of 1.10p per share for the
year ended 30 November 2022 (2021: 1.00p)
17 June 2022
15 July 2022
1,448
1,162
3rd interim dividend of 1.10p per share for the
year ended 30 November 2022 (2021: 1.00p)
23 September 2022
20 October 2022
1,478
1,162
Accounted for in the financial statements
5,580
4,594
The total dividends payable in respect of the year ended 30 November 2022 which form the basis of Section 1158 of the
Corporation Tax Act 2010 and Section 833 of the Companies Act 2006, and the amounts declared, meet the relevant
requirements as set out in this legislation.
2022
2021
Dividends paid/payable on equity shares for the year ended 30 November 2022:
£’000
£’000
1st interim dividend of 1.10p per share for the year ended 30 November 2022 (2021: 1.00p)
1,376
1,135
2nd interim dividend of 1.10p per share for the year ended 30 November 2022 (2021: 1.00p)
1,448
1,162
3rd interim dividend of 1.10p per share for the year ended 30 November 2022 (2021: 1.00p)
1,478
1,162
4th interim dividend of 1.10p per share for the year ended 30 November 2022 (2021: 1.10p)
1,478
1,278
5,780
4,737
9. Earnings and net asset value per ordinary share
Total revenue, capital earnings and net asset value per ordinary share are shown below and have been calculated using
the following:
2022
2021
Net revenue profit attributable to ordinary shareholders (£’000)
6,394
5,704
Net capital profit attributable to ordinary shareholders (£’000)
50,383
25,249
Total profit attributable to ordinary shareholders (£’000)
56,777
30,953
Total shareholders’ funds (£’000)
194,708
120,828
The weighted average number of ordinary shares in issue during the year on which the
earnings per ordinary share was calculated was:
128,248,137
114,982,762
The actual number of ordinary shares in issue at the year end on which the net asset
value per ordinary share was calculated was:
134,356,194
116,218,357
Earnings per share:
Revenue earnings per share (pence) - basic and diluted
4.99
4.96
Capital earnings per share (pence) - basic and diluted
39.28
21.96
Total earnings per share (pence) - basic and diluted
44.27
26.92
As at
30 November
2022
As at
30 November
2021
Net asset value per ordinary share (pence)
144.92
103.97
Ordinary share price (pence)
135.00
96.70
There were no securities in issue at the year end that have any dilutive effect on earnings per share.
Notes to the financial statements
continued
Section 4: Financial statements
103
10. Investments held at fair value through profit or loss
Group
2022
Company
2022
Group
2021
Company
2021
£’000
£’000
£’000
£’000
UK listed equity investments held at fair value through
profit or loss
18,292
18,292
5,912
5,912
Overseas listed equity investments held at fair value
through profit or loss
183,329
183,329
115,267
115,267
Fixed income investments held at fair value through
profit or loss
4,773
4,773
6,605
6,605
Investment in subsidiary held at fair value through
profit or loss¹
3,455
3,804
Total value of financial asset investments
206,394
209,849
127,784
131,588
Derivative financial instruments - written option contracts
(55)
(55)
Total value of financial asset investments and
derivatives at 30 November
206,339
209,794
127,784
131,588
Opening book cost of investments
104,015
104,015
83,807
83,807
Investment holding gains
23,769
27,573
13,762
17,557
Opening fair value
127,784
131,588
97,569
101,364
Analysis of transactions made during the year:
Purchases at cost
153,949
153,949
87,168
87,168
Sales proceeds received
(126,788)
(126,788)
(82,907)
(82,907)
Gains on investments
51,394
51,045
25,954
25,963
Closing fair value
206,339
209,794
127,784
131,588
Closing book cost of investments
156,994
156,994
104,015
104,015
Closing investment holding gains
49,345
52,800
23,769
27,573
Closing fair value
206,339
209,794
127,784
131,588
Comprising of:
– Equity investments
206,394
209,849
127,784
131,588
– Derivative financial instruments - written option
contracts
(55)
(55)
Total
206,339
209,794
127,784
131,588
1
Relates to wholly owned subsidiary, BlackRock Energy and Resources Securities Income Company Limited.
The Group and Company received £126,600,000 (2021: £85,768,000) from investments sold in the year. The book cost of these
investments when they were purchased was £100,782,000 (2021: £69,821,000). These investments have been revalued over time
and until they were sold and any unrealised gains/losses were included in the fair value of the investments.
During the year, transaction costs of £155,000 (2021: £58,000) were incurred on the acquisition of investments. Costs relating to
the disposal of investments during the year amounted to £33,000 (2021: £31,000). All transaction costs have been included within
the capital reserves.
104
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
11. Investment in subsidiary
At 30 November 2022, the Company had one wholly owned subsidiary which is registered and operating in England and Wales
and has been included in the consolidated financial statements. BlackRock Energy and Resources Securities Income Company
Limited was incorporated on 9 November 2005. There are no non-controlling interests in the subsidiary.
The principal activity of the subsidiary, BlackRock Energy and Resources Securities Income Company Limited, is investment
dealing and options writing. The registered office address for the subsidiary company is 12 Throgmorton Avenue, London
EC2N 2DL. During the year, the subsidiary paid a dividend of £350,000 (2021: £300,000) to the Company.
Description of
ordinary shares
Authorised and issued
share capital
2022
2021
BlackRock Energy and Resources Securities Income Company Limited
Ordinary shares
of £1
£1
£1
12. Other receivables
Group
2022
Company
2022
Group
2021
Company
2021
£’000
£’000
£’000
£’000
Prepayments and accrued income
484
484
466
466
Amounts due from brokers
1,496
1,496
4,412
4,412
Amounts receivable from subsidiary
2,741
2,741
1,980
4,721
4,878
7,619
13. Other payables and bank overdraft
Group
2022
Company
2022
Group
2021
Company
2021
£’000
£’000
£’000
£’000
Accruals for expenses and interest payable
1,030
1,030
718
718
Amounts due to brokers
4,838
4,838
4,798
4,798
Bank overdraft
14,345
14,345
12,927
12,927
20,213
20,213
18,443
18,443
The Group has an overdraft facility of £35 million (2021: £17.5 million) which is updated and renewed on an annual basis. The
overdraft facility is provided by The Bank of New York Mellon. The interest rate on the overdraft facility is Sterling Overnight
Interbank Average (SONIA) plus 0.90% (2021: SONIA plus 0.90%).
14. Called up share capital
Number of
shares in issue
Treasury
shares
Total
shares
Nominal
value
£’000
Allotted, called up and fully paid share capital
comprised:
Ordinary shares of 1 pence each
At 30 November 2021
116,218,357
2,747,643
118,966,000
1,190
Ordinary shares issued
15,390,194
15,390,194
154
Ordinary shares reissued from treasury
2,747,643
(2,747,643)
At 30 November 2022
134,356,194
134,356,194
1,344
During the year ended 30 November 2022, no shares were bought back into treasury (2021: 51,992 shares for a net
consideration after costs of £48,000).
During the year ended 30 November 2022, the Company issued 15,390,194 shares (2021: none) for a net consideration after
costs of £19,677,000 (2021: £nil).
Notes to the financial statements
continued
Section 4: Financial statements
105
During the year ended 30 November 2022, the Company also reissued 2,747,643 (2021: 2,800,000) shares from treasury for a
net consideration after costs of £3,108,000 (2021: £2,875,000).
Since the year end,
and as at 30 January 2023
a further
550,000
ordinary shares have been issued for a net consideration of
£
802,000
.
15. Reserves
Group
Share
premium
account
Special
reserve
Capital
reserve
arising on
investments
sold
Capital
reserve
arising on
revaluation
of
investments
held
Revenue
reserve
£’000
£’000
£’000
£’000
£’000
At 30 November 2021
47,727
68,852
(26,149)
23,601
5,607
Movement during the year:
Total comprehensive income:
Net profit for the year
24,831
25,552
6,394
Transactions with owners recorded directly to equity:
Ordinary shares issued
19,563
Share issue costs
(
110
)
Ordinary shares reissued from treasury
1,023
2,091
Share reissue costs
(6)
(32)
Dividends paid
(5,580)
At 30 November 2022
68,203
70,937
(1,350)
49,153
6,421
Distributable reserves
Company
Share
premium
account
Special
reserve
Capital
reserve
arising on
investments
sold
Capital
reserve
arising on
revaluation
of
investments
held
Revenue
reserve
£’000
£’000
£’000
£’000
£’000
At 30 November 2021
47,727
68,852
(26,967)
27,403
2,623
Movement during the year:
Total comprehensive income:
Net profit for the year
24,831
25,202
6,744
Transactions with owners recorded directly to equity:
Ordinary shares issued
19,563
Share issue costs
(
110
)
Ordinary shares reissued from treasury
1,023
2,091
Share reissue costs
(6)
(32)
Dividends paid
(5,580)
At 30 November 2022
68,203
70,937
(2,168)
52,605
3,787
106
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
15. Reserves
continued
Group
Share
premium
account
Special
reserve
Capital
reserve
arising on
investments
sold
Capital
reserve
arising on
revaluation
of
investments
held
Revenue
reserve
£’000
£’000
£’000
£’000
£’000
At 30 November 2020
46,977
66,775
(41,446)
13,649
4,497
Movement during the year:
Total comprehensive income:
Net profit for the year
15,297
9,952
5,704
Transactions with owners recorded directly to equity:
Ordinary shares reissued from treasury
750
2,131
Share issue costs
(6)
Ordinary shares purchased into treasury
(48)
Dividends paid
(4,594)
At 30 November 2021
47,727
68,852
(26,149)
23,601
5,607
Distributable reserves
Company
Share
premium
account
Special
reserve
Capital
reserve
arising on
investments
sold
Capital
reserve
arising on
revaluation
of
investments
held
Revenue
reserve
£’000
£’000
£’000
£’000
£’000
At 30 November 2020
46,977
66,775
(42,264)
17,442
1,522
Movement during the year:
Total comprehensive income:
Net profit for the year
15,297
9,961
5,695
Transactions with owners recorded directly to equity:
Ordinary shares purchased into treasury
750
2,131
Share issue costs
(6)
Ordinary shares purchased into treasury
(48)
Dividends paid
(4,594)
At 30 November 2021
47,727
68,852
(26,967)
27,403
2,623
The share premium account and capital redemption reserve are not distributable reserves under the Companies Act 2006. In
accordance with ICAEW Technical Release 02/17BL on Guidance on Realised and Distributable Profits under the Companies
Act 2006, the special reserve and capital reserves of the Parent Company may be used as distributable reserves for all
purposes and, in particular, the repurchase by the Parent Company of its ordinary shares and for payments as dividends.
In accordance with the Company’s Articles of Association, the special reserve, capital reserves and the revenue reserve may
be distributed by way of dividend. The Parent Company’s capital gains of
£50,437,000 (2021: capital gain of £436,000)
comprise a loss on capital reserve arising on investments sold of £
2,168,000 (2021: loss of £26,967,000), a gain on capital
reserve arising on revaluation of listed investments of £49,150,000 (2021: gain of £23,599,000) and a revaluation gain on the
investment in the subsidiary of £3,455,000 (2021: gain of £3,804,000). The gain on capital reserve arising on the revaluation
of investments of £49,150,000 (2021: £23,599,000) is subject to fair value movements and may not be readily realisable
at short notice, as such it may not be entirely distributable. The investments are subject to financial risks, as such capital
reserves (arising on investments sold) and the revenue reserve may not be entirely distributable if a loss occurred during the
realisation of these investments. The reserves of the subsidiary company are not distributable until distributed as a dividend to
the Parent Company.
Notes to the financial statements
continued
Section 4: Financial statements
107
16. Risk management policies and procedures
The Group’s investment activities expose it to various types of risks which are associated with the financial instruments
and markets in which it invests. The following information is not intended to be a comprehensive summary of all risks and
shareholders should refer to the Alternative Investment Fund Managers’ Directive FUND 3.2.2R Disclosures which can be
found at blackrock.com/uk/beri for a more detailed discussion of the risks inherent in investing in the Group.
Risk management framework
The following information refers to the risk management framework of the Alternative Investment Fund Manager (AIFM).
However, as disclosed in the Corporate Governance Statement on pages
70
to 74 and in the Statement of Directors’
Responsibilities on page 79, it is the ultimate responsibility of the Board to ensure that the Group’s risks are appropriately
monitored, and to the extent that elements of this are delegated to third party service providers, the Board is responsible for
ensuring that the relevant parties are discharging their duties in accordance with the terms of the relevant agreements and
taking appropriate action to the extent issues are identified.
The Directors of the AIFM review quarterly investment performance reports and receive semi-annual presentations in person
from the Investment Manager covering the Group’s performance and risk profile during the year. The AIFM has delegated
the day-to-day administration of the investment programme to the Investment Manager. The Investment Manager is also
responsible for ensuring that the Group is managed within the terms of its investment guidelines and limits set out in the
Alternative Investment Fund Managers’ Directive FUND 3.2.2R Disclosures which can be found at blackrock.com/uk/beri.
The AIFM is responsible for monitoring investment performance, product risk monitoring and oversight and has the
responsibility for the monitoring and oversight of regulatory and operational risk for the Group. The Directors of the AIFM
have appointed a Risk Manager who has responsibility for the daily risk management process with assistance from key risk
management personnel of the Investment Manager, including members of the Risk and Quantitative Analysis Group (RQA)
which is a centralised group which performs an independent risk management function. RQA independently identifies,
measures and monitors investment risk, including climate-related risk, and tracks the actual risk management practices
being deployed across the Group. By breaking down the components of the process, RQA has the ability to determine if the
appropriate risk management processes are in place. This captures the risk management tools employed, how the levels of risk
are controlled, ensuring risk/return is considered in portfolio construction and reviewing outcomes.
The AIFM reports to the Audit and Management Engagement Committee twice yearly on key risk metrics and risk management
processes; in addition, the Depositary monitors the performance of the AIFM and reports to the Audit and Management
Engagement Committee. Any significant issues are reported to the Board as they arise.
Risk Exposures
The risk exposures of the Group and Company are set out as follows:
(a) Market risk
Market risk arises mainly from uncertainty about future values of financial instruments influenced by currency, interest rate
and other price movements. It represents the potential loss the Group may suffer through holding market positions in financial
instruments in the face of market movements.
A key metric RQA uses to measure market risk is Value-at
-Risk (VaR) which encompasses price, currency and interest rate risk.
VaR is a statistical risk measure that estimates the potential portfolio loss from adverse market moves in an ordinary market
environment. VaR analysis reflects the interdependencies between risk variables (including foreign currency risk, interest rate
risk and other price risk), unlike a traditional sensitivity analysis.
The VaR calculations are based on a confidence level of 99% with a holding period of not greater than one day and a historical
observation period of not less than one year (250 days). A VaR number is defined at a specified probability and a specified
time horizon. A 99% one day VaR means that the expectation is that 99% of the time over a one day period the Company will
lose less than this number in percentage terms. Therefore, higher VaR numbers indicate higher risk. It is noted that the use
of VaR methodology has limitations, namely assumptions that risk factor returns are normally distributed and that the use of
historical market data as a basis for estimating future events does not encompass all possible scenarios, particularly those
that are of an extreme nature and that the use of a specified confidence level (e.g. 99%) does not take into account losses that
occur beyond this level. There is some probability that the loss could be greater than the VaR amounts. These limitations, and
the nature of the VaR measure, mean that the Company can neither guarantee that losses will not exceed the VaR amounts
indicated, nor that losses in excess of the VaR amounts will not occur more frequently.
The one-day VaR for the Group/Company as of 30 November 2022 and 30 November 2021 (based on a 99% confidence level)
was 5.0% and 3.6%, respectively.
108
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
16. Risk management policies and procedures
continued
(i) Market risk arising from other price risk
Exposure to other price risk
Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors
specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the
market. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health
issues, recessions, climate change, or other events could have a significant impact on the Group and the market price of its
investments and could result in increased premiums or discounts to the Group’s net asset value.
The current environment of heightened geo-political risk given the war in Ukraine has undermined investor confidence
and market direction. In addition to the tragic and devastating events in Ukraine, the war has constricted supplies of key
commodities, pushing prices up and creating a level of market uncertainty and volatility which is likely to persist for some time.
The impact of the coronavirus outbreak was profound across all aspects of society. In developed economies, it is clear that
the worst of the impact is now over. However, there is an expectation that seasonal peaks and new variants could give rise
to renewed travel restrictions, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in
healthcare service preparation and delivery and supply chain disruptions which will create ongoing challenges. Widescale
and comprehensive vaccination programmes have been put in place by many countries which have had a positive effect.
Nevertheless, the impact of COVID-19 continues to adversely affect the economies of many nations across the globe and this
in turn may continue to impact investments held by the Company.
The Group is exposed to market price risk arising from its equity investments and written options. The movements in the prices
of these investments result in movements in the performance of the Group. Other price risk sensitivity has been covered by the
VaR analysis under the market risk section above.
Use of derivatives
The Group may utilise both exchange traded and over-the-counter derivatives, including, but not limited to, options, as part
of its investment policy. Options written by the Group provide the purchaser with the opportunity to purchase from or sell to
the Group the underlying asset at an agreed-upon value either on or before the expiration of the option. Options are generally
settled on a net basis.
Management of other price risk
By diversifying the portfolio, where this is appropriate and consistent with the Group’s objectives, the risk that a price change
of a particular investment will have a material impact on the NAV of the Group is minimised which is in line with the investment
objectives of the Group.
The Group’s exposure to other changes in market prices at 30 November 2022 on its equity and fixed income investments was
£206,394,000 (2021: £127,784,000). In addition, the Group’s gross market exposure to these price changes through its option
portfolio was £2,351,000 (2021: £nil).
(ii) Market risk arising from foreign currency risk
Exposure to foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. Foreign currency sensitivity risk has been covered by the VaR analysis under the market
risk section.
The fair values of the Group’s and Company’s monetary items which have foreign currency exposure at 30 November 2022 and
30 November 2021 are shown below. Where equity investments which are not monetary items are denominated in a foreign
currency, they have been included separately in the analysis so as to show the overall level of exposure.
Notes to the financial statements
continued
Section 4: Financial statements
109
2022
US
Dollar
Canadian
Dollar
Euro
Other
£’000
£’000
£’000
£’000
Receivables (due from brokers, dividends and other
income receivable)
2,948
50
60
2,344
Payables (due to brokers and other payables)
(3,389)
(2,239)
Cash and cash equivalents
11
8
Total foreign currency exposure on net monetary items
(430)
50
68
105
Investments at fair value through profit or loss
93,157
25,337
21,577
33,008
Total net foreign currency exposure
92,727
25,387
21,645
33,113
2021
US
Dollar
Euro
Canadian
Dollar
Other
£’000
£’000
£’000
£’000
Receivables (due from brokers, dividends and other
income receivable)
5,096
52
972
180
Payables (due to brokers and other payables)
(3,468)
(1,330)
(10)
Cash and cash equivalents
7
Total foreign currency exposure on net monetary items
1,635
52
(358)
170
Investments at fair value through profit or loss
62,949
15,295
15,283
16,005
Total net foreign currency exposure
64,584
15,347
14,925
16,175
Management of foreign currency risk
The Investment Manager monitors the Group’s exposure to foreign currencies on a daily basis and reports to the Board of the
Group on a regular basis.
The Investment Manager measures the risk to the Group of the foreign currency exposure by considering the effect on the
Group’s net asset value and income of a movement in the exchange rate to which the Group’s assets, liabilities, income and
expenses are exposed.
The Group does not use financial instruments to mitigate the currency exposure in the period between the time that income
is included in the financial statements and its receipt. Derivative contracts are not used to hedge against exposure to foreign
currency risk.
Consequently, the Group is exposed to risks that the exchange rate of its reporting currencies relative to other currencies may
change in a manner which has an adverse effect on the value of the portion of the Group’s assets which are denominated in
currencies other than their own currencies.
(iii) Market risk arising from interest rate risk
Exposure to interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
The Group is exposed to interest rate risk specifically through its fixed income investments, cash holdings and its borrowing
facility for investment purposes. Interest rate movements may affect the level of income receivable from any cash at bank
and on deposits. The effect of interest rate changes on the earnings of the companies held within the portfolio may have
a significant impact on the valuation of the Group’s investments. Interest rate sensitivity risk has been covered by the VaR
analysis under the market risk section.
Interest rate exposure
The exposure for the Group and Company at 30 November 2022 and 30 November 2021 of financial assets and liabilities to
interest rate risk is shown by reference to:
floating interest rates – when the interest rate is due to be re-set; and
fixed interest rates – when the financial instrument is due for repayment.
110
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
16. Risk management policies and procedures
continued
2022
2021
Group
Within
one
year
More
than one
year
Total
Within
one
year
More
than one
year
Total
£’000
£’000
£’000
£’000
£’000
£’000
Exposure to floating interest rates:
Cash and cash equivalents
6,214
6,214
6,552
6,552
Bank overdraft
(14,345)
(14,345)
(12,927)
(12,927)
Exposure to fixed interest rates:
Fixed income investments
4,773
4,773
6,605
6,605
Total exposure to interest rates
(8,131)
4,773
(3,358)
(6,375)
6,605
230
2022
2021
Company
Within
one
year
More
than one
year
Total
Within
one
year
More
than one
year
Total
£’000
£’000
£’000
£’000
£’000
£’000
Exposure to floating interest rates:
Cash and cash equivalents
18
18
7
7
Bank overdraft
(14,345)
(14,345)
(12,927)
(12,927)
Exposure to fixed interest rates:
Fixed income investments
4,773
4,773
6,605
6,605
Total exposure to interest rates
(14,327)
4,773
(9,554)
(12,920)
6,605
(6,315)
Interest rates received on cash balances or paid on bank overdrafts in British Pound Sterling, respectively, is approximately
0.88% and 2.03% per annum (2021: 0.00% and 0.91% per annum).
Management of interest rate 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 and borrowings under the overdraft facility.
The Group finances part of its activities through borrowings at levels approved and monitored by the Board of the Company.
The Group, generally, does not hold significant balances, with short term borrowings being used when required. Derivative
contracts are not used to hedge against the exposure to interest rate risk.
(b) Counterparty credit risk
Counterparty credit risk is the risk that the issuer of a financial instrument will fail to fulfil an obligation or commitment that it
has entered into with the Group.
The Group is exposed to counterparty credit risk from the parties with which it trades and will bear the risk of settlement
default. Counterparty credit risk to the Group arises from transactions to purchase or sell investments and through option
writing transactions on equity investments held within the portfolio.
There were no past due or impaired assets as of 30 November 2022 (2021: nil).
The major counterparties engaged with the Group are all widely recognised and regulated entities.
Notes to the financial statements
continued
Section 4: Financial statements
111
Depositary
The Group’s Depositary is The Bank of New York Mellon (International) Limited (BNYM or the Depositary) (S&P long-term
credit rating as at 30 November 2022: AA- (2021: AA-)). The Group’s listed investments are held on its behalf by The Bank of
New York Mellon (International) Limited (BNYM) as the Group’s custodian (as sub-delegated by the Depositary). All of the
equity assets and cash of the Group are held within the custodial network of the global custodian appointed by the Depositary.
Bankruptcy or insolvency of the Depositary/Custodian may cause the Group’s rights with respect to its investments held by
the Depositary/Custodian to be delayed or limited. The maximum exposure to this risk at 30 November 2022 is the total value
of equity investments held with the Depositary/Custodian and cash and cash equivalents in the Consolidated Statement of
Financial Position.
In accordance with the requirements of the depositary agreement, the Depositary will ensure that any agents it appoints to
assist in safekeeping the equity and fixed income investments of the Group will segregate the equity and fixed income assets
of the Group. Thus, in the event of insolvency or bankruptcy of the Depositary, the Group’s non-cash assets are segregated
and this reduces counterparty credit risk. The Group will, however, be exposed to the counterparty credit risk of the Depositary
in relation to the Group’s cash held by the Depositary. In the event of the insolvency or bankruptcy of the Depositary, the
Group will be treated as a general creditor of the Depositary in relation to cash holdings of the Group. The Board monitors the
Company’s risk by reviewing the custodian’s internal control reports.
Counterparties⁄brokers
The Group only invests directly in markets that operate on a ‘delivery versus payment’ basis, and consequently most
investment transactions in listed securities involve simultaneous delivery of securities against cash payment using an
approved broker. The risk of default is considered minimal, and the trade will fail if either party fails to meet its obligation.
For a few markets that the Group invests in from time to time, although they operate on a ‘delivery versus payment’ basis,
there may be a very short time gap between stock delivery and payment, giving potential rise to counterparty credit risk with
the broker in relation to transactions awaiting settlement. Risk relating to unsettled transactions is considered small due to
the short settlement period involved and the high credit quality of the brokers used for those markets. The Group monitors the
credit rating and financial position of the broker used to further mitigate this risk.
Cash held by a counterparty to financial derivative contracts is subject to the credit risk of the counterparty. The following table
details the total number of counterparties to which the Group is exposed, the maximum exposure to any one counterparty,
the collateral held by the Group against this exposure, the total exposure to all other counterparties and the lowest long term
credit rating of any one counterparty (or its ultimate parent if unrated).
Year
Total number of
counterparties
Maximum
exposure
to any one
counterparty
1
Collateral held
1
Total exposure
to all other
counterparties
1
Lowest credit
rating of any one
counterparty
2
£’000
£’000
£’000
2022
4
6,214
285
1,765
A+
2021
8
6,552
4,412
BBB+
1
Calculated on a net basis.
2
Standard & Poor’s Ratings.
The Group may also be exposed to counterparty risk should there be any rehypothecation of pledged collateral. Collateral
is received/paid where the client service agreement states that there should be collateral movements agreed with the
counterparty, where there is a requirement for a mark-to-market process or collateralisation to ensure that the Group is
protected against any counterparty default.
Over-the-counter (OTC) financial derivative instruments
During the year ended 30 November 2022 and 30 November 2021, the Group wrote covered call and put option contracts
to generate revenue income for the Group. As the call and put options are covered by dedicated cash or stock resources and
no call or put option contracts were written to manage price risk, there is no impact on the Group’s exposure to gearing or
leverage as a result of writing covered call and put options. The notional amount of call/put options written that were open at
30 November 2022 was £2,351,000 (2021: £nil).
112
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
16. Risk management policies and procedures
continued
Management of OTC financial derivative instruments
Economic exposure through option writing transactions is restricted such that no more than 30% of the Group’s assets shall
be under options at any given time. Exposures are monitored daily by the Investment Manager, BlackRock, and its independent
risk management team. The Group’s Board also reviews the exposures regularly.
The option positions are diversified across sectors and geographies comprising one open position as at 30 November 2022
(2021: no open positions).
The economic exposures to options can be closed out at any time by the Group with immediate effect. Details of securities and
exposures to market risk and credit risk implicit within the options portfolio are given elsewhere in this note.
Collateral
The Group engages in activities which may require collateral to be provided to a counterparty (Pledged Collateral). Cash
collateral pledged by the Group is separately identified as an asset in the Consolidated Statement of Financial Position and is
not included as a component of cash and cash equivalents.
The fair value of cash collateral pledged is reflected in the table below:
Pledged collateral
As at
30 November
2022
As at
30 November
2021
£’000
£’000
Cash collateral – Bank of America Merrill Lynch
285
Receivables
Amounts due from debtors are disclosed in the Consolidated and Parent Company Statements of Financial Position as
other receivables. The counterparties included in other receivables are the same counterparties discussed previously under
counterparty credit risk and subject to the same scrutiny by the BlackRock RQA Counterparty & Concentration Risk team (RQA
CCR). The Group monitors the ageing of receivables to mitigate the risk of debtor balances becoming overdue.
In summary, the exposure to credit risk at 30 November 2022 and 2021 was as follows:
Group
2022
2021
£’000
£’000
Fixed income investments
4,773
6,605
Cash collateral held with brokers
285
Cash and cash equivalents
6,214
6,552
Other receivables (amounts due from brokers, dividends and interest receivable)
1,980
4,878
13,252
18,035
Company
2022
2021
£’000
£’000
Fixed income investments
4,773
6,605
Cash collateral held with brokers
285
Other receivables (amounts due from brokers, dividends, interest receivable and receivable from
subsidiary company)
4,721
7,619
Cash and cash equivalents
18
7
9,797
14,231
Notes to the financial statements
continued
Section 4: Financial statements
113
Management of counterparty credit risk
Credit risk is monitored and managed by RQA CCR. The team is headed by BlackRock’s Chief Credit Officer who reports to the
Global Head of RQA. Credit authority resides with the Chief Credit Officer and selected team members to whom specific credit
authority has been delegated. As such, counterparty approvals may be granted by the Chief Credit Officer, or by identified RQA
Credit Risk Officers who have been formally delegated authority by the Chief Credit Officer.
The counterparty/credit risk is managed as follows:
transactions are only entered into with those counterparties approved by RQA CCR, with a formal review carried out for each
new counterparty and with counterparties selected by RQA CCR on the basis of a number of risk mitigation criteria designed
to reduce the risk to the Group of default;
the creditworthiness of financial institutions with whom cash is held is reviewed regularly by the RQA CCR team; and
the RQA CCR team review the credit standard of the Group’s brokers on a periodic basis and set limits on the amount that
may be due from any one broker.
The Board monitors the Group’s counterparty risk by reviewing:
the semi-annual report from the Depositary, which includes the results of periodic site visits to the Company’s custodian
where controls are reviewed and tested;
the custodian’s Service Organisation Control (SOC 1) reports which include a report by the custodian’s auditor. This report
sets out any exceptions or issues noted as a result of the auditor’s review of the custodian’s control processes;
the Manager’s internal control reports which include a report by the Manager’s auditor. This report sets out any exceptions
or issues noted as a result of the auditor’s review of the Manager’s control processes; and
in addition, the Depositary and the Manager report to the Board any significant breaches or issues arising as soon as these
are identified.
There were no past due or impaired assets as of 30 November 2022 (2021: nil). The major counterparties engaged with the
Company are all widely recognised and regulated entities.
Offsetting disclosures
In order to better define its contractual rights and to secure rights that will help the Group mitigate its counterparty risk, the
Group may enter into an ISDA Master Agreement or similar agreement with its OTC derivative contract counterparties. An
ISDA Master Agreement is an agreement between the Group and the counterparty that governs OTC derivative contracts
and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or
termination event. Under an ISDA Master Agreement, the Group has a contractual right to offset with the counterparty certain
derivative financial instruments payables and/or receivables with collateral held and/or posted and create one single net
payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency
laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency
or other events.
For financial reporting purposes, the Group does not offset derivative assets and derivative liabilities that are subject to netting
arrangements in the Consolidated and Parent Company Statements of Financial Position. The disclosures set out in the
following tables include financial assets and financial liabilities that are subject to an enforceable master netting arrangement
or similar agreement.
At 30 November 2022 and 2021, the Group’s and Company’s derivative assets and liabilities (by type) are as follows:
At 30 November 2022
At 30 November 2021
Derivatives
Assets
Liabilities
Assets
Liabilities
£’000
£’000
£’000
£’000
Written option contracts
(55)
Total derivative assets and liabilities in the Consolidated
and Parent Company Statements of Financial Position
(55)
Total assets and liabilities subject to a master netting
agreement
(55)
114
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
16. Risk management policies and procedures
continued
The following table presents the Group’s and Company’s derivative liabilities by counterparty, net of amounts available for
offset, under a master netting agreement and net of any related collateral paid by the Group at 30 November 2022 and
30 November 2021:
Counterparty
Derivative
liabilities
subject to
a master
netting
agreement
by a
counterparty
Derivatives
available
for offset
Net amount
as per
statement
of financial
position
Non-cash
collateral
given
Pledged
cash
collateral
Net amount
of derivative
assets
£’000
£’000
£’000
£’000
£’000
£’000
At 30 November 2022
BofA Securities
(55)
(55)
285
230
At 30 November 2021
BofA Securities
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting obligations associated with financial liabilities.
The Group is also exposed to the liquidity risk for margin calls on derivative instruments. At the year end, the Group had an
overdraft facility of the lower of £35.0 million or 20% of the Group’s net assets (2021: £17.5 million or 20% of the Group’s
net assets).
Liquidity risk exposure
The remaining undiscounted gross cash outflows of the financial liabilities as at 30 November 2022 and 30 November 2021,
based on the earliest date on which payment can be required, were as follows:
Group
3 months
or less
Not more
than one year
Total
2022
£’000
£’000
£’000
Amounts due to brokers, accruals and provisions
5,868
5,868
Derivative financial liabilities held at fair value through profit or loss
55
55
Bank overdraft
14,345
14,345
20,268
20,268
Company
3 months
or less
Not more
than one year
Total
2022
£’000
£’000
£’000
Amounts due to brokers, accruals and provisions
5,868
5,868
Derivative financial liabilities held at fair value through profit or loss
55
55
Bank overdraft
14,345
14,345
20,268
20,268
Group
3 months
or less
Not more
than one year
Total
2021
£’000
£’000
£’000
Amounts due to brokers, accruals and provisions
5,516
5,516
Bank overdraft
12,927
12,927
18,443
18,443
Notes to the financial statements
continued
Section 4: Financial statements
115
Company
3 months
or less
Not more
than one year
Total
2021
£’000
£’000
£’000
Amounts due to brokers, accruals and provisions
5,516
5,516
Bank overdraft
12,927
12,927
18,443
18,443
Management of liquidity risk
Liquidity risk is minimised by holding sufficient liquid investments which can be readily realised to meet liquidity demands.
Asset disposals may also be required to meet liquidity needs. However, the timely sale of trading positions can be impaired
by many factors including decreased trading volume and increased price volatility. As a result, the Group may experience
difficulties in disposing of assets to satisfy liquidity demands. Liquidity risk is not significant as the Group’s assets are
investments in listed securities that are readily realisable.
The Group’s liquidity risk is managed on a daily basis by the Investment Manager in accordance with established policies and
procedures in place. The Portfolio Managers’ review daily forward-looking cash reports which project cash obligations. These
reports allow them to manage their obligations.
For the avoidance of doubt, none of the assets of the Group are subject to special liquidity arrangements.
(d) Valuation of financial instruments
Financial assets and financial liabilities are either carried in the Consolidated and Parent Company Statements of Financial
Position at their fair value (investments and derivatives) or at an amount which is a reasonable approximation of fair value
(due from brokers, dividends and interest receivable, due to brokers, accruals, cash at bank and bank overdrafts). IFRS 13
requires the Group to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used
in making the measurements. The valuation techniques used by the Group are explained in the accounting policies note 2(h)
to the Financial Statements on page
95
.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair
value measurement of the relevant asset.
The fair value hierarchy has the following levels:
Level 1 – Quoted market price for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an
exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly
occurring market transactions on an arm’s length basis. The Group does not adjust the quoted price for these instruments.
Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less
than active, or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as options, currency swaps and other over-the-
counter derivatives include the use of comparable recent arm’s length transactions, reference to other instruments that are
substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used
by market participants making the maximum use of market inputs and relying as little as possible on entity specific inputs.
Over-the-counter derivative option contracts have been classified as Level 2 investments as their valuation has been based on
market observable inputs represented by the underlying quoted securities to which these contracts expose the Group.
Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on market data and these
inputs could have a significant impact on the instrument’s valuation.
This category includes instruments that are valued based on quoted prices for similar instruments where significant entity
determined adjustments or assumptions are required to reflect differences between the instruments and instruments for
which there is no active market. The Investment Manager considers observable data to be that market data that is readily
available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that
are actively involved in the relevant market.
116
BlackRock Energy and Resources Income Trust plc
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Annual Report and Financial Statements 30 November 2022
16. Risk management policies and procedures
continued
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the
basis of the lowest level input that is significant to the fair value measurement. If a fair value measurement uses observable
inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering
factors specific to the asset or liability. The determination of what constitutes ‘observable’ inputs requires significant
judgement by the Investment Manager.
The investment in the subsidiary is classified within Level 3 since the subsidiary is not a listed entity. The fair value of the
investment in the subsidiary is calculated based on the net asset value of the underlying balances within the subsidiary.
Therefore, no sensitivity analysis has been presented.
Fair values of financial assets and financial liabilities
The table below sets out fair value measurements using the IFRS 13 fair value hierarchy.
Financial assets at fair value through profit or loss at
30 November 2022 – Group
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Assets:
Equity investments
198,500
198,500
Fixed income investments
5,629
2,265
7,894
Liabilities:
Derivative financial instruments – written options
(55)
(55)
204,074
2,265
206,339
Financial assets at fair value through profit or loss at
30 November 2022 – Company
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Assets:
Equity investments
198,500
3,455
201,955
Fixed income investments
5,629
2,265
7,894
Liabilities:
Derivative financial instruments – written options
(55)
(55)
204,074
2,265
3,455
209,794
Financial assets at fair value through profit or loss at
30 November 2021 – Group
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Assets:
Equity investments
121,179
121,179
Fixed income investments
3,898
2,707
6,605
125,077
2,707
127,784
Financial assets at fair value through profit or loss at
30 November 2021 – Company
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Assets:
Equity investments
121,179
3,804
124,983
Fixed income investments
3,898
2,707
6,605
125,077
2,707
3,804
131,588
In addition to the investment in the subsidiary, the Company held one other Level 3 security as at 30 November 2022 (2021: nil).
Notes to the financial statements
continued
Section 4: Financial statements
117
A reconciliation of fair value measurement in Level 3 is set out below.
Level 3 Financial assets fair value through profit or loss at 30 November – Company
2022
2021
£’000
£’000
Opening fair value
3,804
3,795
Transfers from Level 1
1
Total gains or losses included in profit/(loss) on investments in the Consolidated Statement
of Comprehensive Income:
– assets held at the end of the year
(3
50
)
9
Closing balance
3,455
3,804
As at 30 November 2022, the investment in Gazprom has been valued at a nominal value of
RUB
0.01
due to lack of access
to the Moscow Stock Exchange as a result of sanctions against Russia following the invasion of Ukraine
. Following the
suspension of the secondary listings of depositary receipts of Russian companies, the investment in Gazprom ADRs was
transferred from Level 1 to Level 3. Towards the year end, the ADRs in Gazprom were converted into equity shares of Gazprom.
As at the year-end, this investment is considered a Level 3 financial asset.
For exchange listed equity investments, the quoted price is the bid price. Substantially, all investments are valued based on
unadjusted quoted market prices. Where such quoted prices are readily available in an active market, such prices are not
required to be assessed or adjusted for any business risks, including climate change risk, in accordance with the fair value
related requirements of the Company’s financial reporting framework.
(e) Capital management policies and procedures
The Group’s capital management objectives are:
to ensure it will be able to continue as a going concern; and
to achieve an annual dividend target and over the long term capital growth by investing primarily in securities of companies
operating in the mining and energy sectors.
This is to be achieved through an appropriate balance of equity capital and gearing. The Group operates a flexible gearing
policy which depends on prevailing conditions.
The Group’s total capital at 30 November 2022 was £209,053,000 (2021: £133,755,000), comprising a bank overdraft of
£14,345,000 (2021: £12,927,000) and equity shares, capital and reserves of £194,708,000 (2021: £120,828,000).
Under the terms of the overdraft facility agreement, the Group’s total indebtedness shall at no time exceed £35.0m or 20% of
the Group’s net asset value (whichever is the lowest) (2021: £17.5m or 20% of the Group’s net asset value (whichever is the
lowest)).
The Board with the assistance of the Investment Manager monitors and reviews the broad structure of the Group’s capital on
an ongoing basis. This review includes:
the planned level of gearing, which takes into account the Investment Manager’s view on the market; and
the need to buy back equity shares, either for cancellation or to be held in treasury, which takes account of the difference
between the NAV per share and the share price (i.e. the level of share price discount or premium).
The Group is subject to externally imposed capital requirements:
as a public company, the Company has a minimum share capital of £50,000; and
in order to be able to pay dividends out of profits available for distribution, the Company has to be able to meet one of the
two capital restrictions tests imposed on investment companies by law.
During the year, the Company complied with the externally imposed capital requirements to which it was subject including
those imposed in respect of overdraft covenants.
118
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
16. Risk management policies and procedures
continued
(f) Investments held through Stock Connect
The Company may invest no more than 10% of its net asset value in investments held through Stock Connect. Any China
A shares invested in via Stock Connect will be held by the Depositary/Sub custodian in accounts in the Hong Kong Central
Clearing and Settlement System (CCASS) maintained by the Hong Kong Securities Clearing Company Limited (HKSCC) as
central securities depositary in Hong Kong. HKSCC in turn will hold any such China A Shares, as the nominee holder, through
an omnibus securities account in its name registered with ChinaClear for the Company. At 30 November 2022 the Company
did not hold any investments through Stock Connect (2021: none).
17. Related party disclosure
Directors’ emoluments
At the date of this report, the Board consists of four non-executive Directors, all of whom are considered to be independent of
the Manager by the Board.
Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors
are set out in the Directors’ Remuneration Report on pages
65 and 66. At 30 November 2022, £11,000 (2021: £10,000) was
outstanding in respect of Directors’ fees.
Significant holdings
The following investors are:
a.
funds managed by the BlackRock Group or are affiliates of BlackRock Inc. (“Related BlackRock Funds”); or
b.
investors (other than those listed in (a) above) who held more than 20% of the voting shares in issue in the Company and
are as a result, considered to be related parties to the Company (“Significant Investors”).
As at 30 November 2022
Total % of shares held by Related
BlackRock Funds
Total % of shares held by Significant
Investors who are not affiliates of
BlackRock Group or BlackRock, Inc.
Number of Significant Investors who
are not affiliates of BlackRock Group or
BlackRock, Inc.
1.3
n/a
n/a
As at 30 November 2021
Total % of shares held by Related
BlackRock Funds
Total % of shares held by Significant
Investors who are not affiliates of
BlackRock Group or BlackRock, Inc.
Number of Significant Investors who
are not affiliates of BlackRock Group or
BlackRock, Inc.
nil
n/a
n/a
18. Transactions with the Investment Manager and AIFM
BlackRock Fund Managers Limited (BFM) provides management and administrative services to the Group under a contract
which is terminable on six months’ notice. BFM has (with the Group’s consent) delegated certain portfolio and risk services,
and other ancillary services to BlackRock Investment Management (UK) Limited (BIM (UK)). Further details of the investment
management contract are disclosed in the Directors’ Report on page
5
7.
The investment management fee due for the year ended 30 November 2022 amounted to £1,358,000 (2021: £940,000). At the
year end, £728,000 was outstanding in respect of the management fee (2021: £498,000).
The Company is entitled to a rebate from the investment management fee charged by the Manager in the event the
Company’s ongoing charges exceeds the cap of 1.25% per annum of average daily net assets. The amount of rebate
accrued to 30 November 2022 amounted to £nil (2021: £nil).
Further details in respect of the management fee and rebate are given in note 4 on page 99.
In addition to the above services, BIM (UK) has provided the Group with marketing services. The total fees paid or payable for
these services for the year ended 30 November 2022 amounted to £45,000 excluding VAT (2021: £34,000). Marketing fees of
£22,000 excluding VAT (2021: £22,000) were outstanding as at the year end.
Notes to the financial statements
continued
Section 4: Financial statements
119
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
Delaware USA.
19. Contingent liabilities
There were no contingent liabilities at 30 November 2022 (2021: nil).
Section 5: Additional information
121
Additional
information
NextEra Energy was one of the portfolio’s ten largest holdings by year end.
The company is the world’s largest producer of wind and solar energy.
122
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Financial calendar
The timing of the announcement and publication of the
Company’s results may normally be expected in the months
shown below:
January/February
Annual results for the year ended
30 November announced and the
Annual Report and Financial Statements
published.
March
Annual General Meeting.
July
Half yearly figures to 31 May announced
and Half Yearly Financial Report
published.
Quarterly Dividends
Dividends are paid quarterly as follows:
Period ending
Ex-date
Payment
date
28 February
March
April
31 May
June
July
31 August
September
October
30 November
December
January
Payment of dividends
Cash dividends will be sent by cheque to the first-named
shareholder at their registered address. Dividends may also
be paid directly into a shareholder’s bank account. This
may be arranged by contacting the Company’s registrar,
Computershare Investor Services PLC (Computershare), on
0370 707 1476, through their secure website investorcentre.
co.uk, or by completing the Mandate Instructions section
on the reverse of your dividend counterfoil and sending it to
Computershare.
Dividend confirmations will be sent to shareholders at their
registered address, unless other instructions have been
given, to arrive on the payment date.
Dividend tax allowance
The annual tax-free allowance on dividend income across
an individual’s entire share portfolio is currently £2,000,
reducing to £1,000 from 6 April 2023 and then £500 from
6 April 2024. Above this amount, individuals pay tax on their
dividend income at a rate dependent on their income tax
bracket and personal circumstances.
The Company continues to provide registered shareholders
with confirmation of the dividends paid and this should be
included with any other dividend income received when
calculating and reporting total dividend income received. It is
a shareholder’s responsibility to include all dividend income
when calculating any tax liability.
If you have any tax queries, please contact a financial advisor.
Dividend reinvestment scheme (DRIP)
Shareholders may request that their dividends be used
to purchase further shares in the Company. Dividend
reinvestment forms may be obtained from Computershare
Investor Services PLC on 0370 707 1476 or through their
secure website, investorcentre.co.uk. Shareholders who have
already opted to have their dividends reinvested do not need
to reapply.
Share price
The Company’s mid-market ordinary share price is
quoted daily in The Financial Times and The Times under
‘Investment Companies’ and in The Daily Telegraph under
‘Investment Trusts’. The share price is also available on the
BlackRock website at blackrock.com/uk/beri.
ISIN/SEDOL numbers
The ISIN/SEDOL numbers and mnemonic codes for the
Company’s shares are:
Ordinary shares
ISIN
GB00B0N8MF98
SEDOL
B0N8MF9
Reuters Code
BERI:L
Bloomberg Code
BERI:LN
Share dealing
Investors wishing to purchase more shares in the Company
or sell all or part of their existing holding may do so through a
stockbroker. Most banks also offer this service. Alternatively,
please go to
www.computershare.com/dealing/uk for a
range of dealing services made available by Computershare.
CREST
The Company’s shares may be held in CREST, an electronic
system for uncertificated securities trading.
Private investors can continue to retain their share
certificates and remain outside the CREST system. Private
investors are able to buy and sell their holdings in the same
way as they did prior to the introduction of CREST, although
there may be differences in dealing charges.
Electronic communications
Computershare provides a service to enable shareholders
to receive correspondence electronically (including annual
and half yearly financial reports) if they wish. If a shareholder
opts to receive documents in this way, paper documents will
only be available on request (unless electronic submission
fails, in which case a letter will be mailed to the investor’s
registered address giving details of the website address
where information can be found online). Shareholders
who opt for this service will receive a Notice of Availability
via e-mail from Computershare with a link to the relevant
section of the BlackRock website where the documents can
be viewed and printed. For more information, to view the
terms and conditions and to register for this service, please
visit Computershare’s internet site at investorcentre.co.uk/
ecomms (you will need your shareholder reference number).
Shareholder information
Section 5: Additional information
123
Electronic proxy voting
Shareholders are able to submit their proxy votes
electronically via Computershare’s internet site at
eproxyappointment.com using a unique identification PIN
which will be provided with voting instructions and the Notice
of Annual General Meeting. CREST members who wish to
appoint one or more proxies or give an instruction through
the CREST electronic proxy appointment service may do so
by using the procedures described in the CREST manual.
Further details are set out in the notes on the Form of Proxy
and the Notice of Annual General Meeting.
Nominee code
Where shares are held in a nominee company name, the
Company undertakes:
to provide the nominee company with multiple copies of
shareholder communications, so long as an indication of
quantities has been provided in advance; and
to allow investors holding shares through a nominee
company to attend general meetings, provided the correct
authority from the nominee company is available.
Nominee companies are encouraged to provide the
necessary authority to underlying shareholders to attend the
Company’s general meetings.
Publication of NAV/portfolio analysis
The NAV per share of the Company is calculated and
published daily. Details of the Company’s investments and
performance are published monthly.
The daily NAV per share and monthly information are
released through the London Stock Exchange’s Regulatory
News Service and are available on the BlackRock website at
www.blackrock.com/uk/beri and through the Reuters News
Service under the code ‘BLRKINDEX’, on page 8800 on Topic
3 (ICV terminals) and under ‘BLRK’ on Bloomberg (monthly
information only).
Online access
Other details about the Company are also available on the
BlackRock website at blackrock.com/uk/beri.
The financial statements and other literature are published
on the website. Visitors to the website need to be aware that
legislation in the United Kingdom governing the preparation
and dissemination of the financial statements may differ
from legislation in their jurisdiction.
Shareholders can also manage their shareholding online by
using Investor Centre, Computershare’s secure website, at
investorcentre.co.uk.
To register on Computershare’s website you will need your
shareholder reference number. Listed below are the most
frequently used features of the website.
Holding enquiry – view balances, values, history, payments
and reinvestments.
Payments enquiry – view your dividends and other
payment types.
Address change – change your registered address.
Bank details update – choose to receive your dividend
payment directly into your bank account instead of by
cheque.
e-Comms sign
-up – choose to receive email notification
when your shareholder communications become available
instead of paper communications.
Outstanding payments – reissue payments using the
online replacement service.
Downloadable forms – including dividend mandates, stock
transfer, dividend reinvestment and change of address
forms.
Individual Savings Accounts (ISAs)
ISAs are a tax-efficient method of investment and the
Company’s shares are eligible investments for inclusion in an
ISA. In the 2021/2022 tax year, investors will be able to invest
up to £20,000 in Individual Savings Accounts (ISAs) either as
cash or shares.
Shareholder enquiries
The Company’s registrar is Computershare Investor Services
PLC. Certain details relating to your holding can be checked
through the Computershare Investor Centre website. As a
security check, specific information will need to be input
accurately to gain access to your account including your
shareholder reference number, available from your share
certificate, dividend confirmation or other electronic
communications received from Computershare. The address
of the Computershare website is investorcentre.co.uk.
Alternatively, please contact the registrar on 0370 707 1476.
Changes of name or address must be notified in writing either
through Computershare’s website, or to the registrar at:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol BS99 6ZZ
General enquiries
Enquiries about the Company should be directed to:
The Company Secretary
BlackRock Energy and Resources Income Trust plc
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Email: Cosec@blackrock.com
124
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
By type of holder
Number of
shares
% of total
2022
% of total
2021
Number of
holders
% of total
2022
% of total
2021
Direct private investors
1,608,139
1.2
1.5
170
39.8
28.6
Banks and nominee companies
131,176,803
97.6
94.6
240
56.2
68.9
Others
1,571,252
1.2
1.6
17
4.0
2.3
Shares held in treasury
2.3
0.2
134,356,194
100.0
100.0
427
100.0
100.0
By size of holding
Number of
shares
% of total
2022
% of total
2021
Number of
holders
% of total
2022
% of total
2021
1-10,000
694,705
0.5
1.3
191
44.7
56.4
10,001-100,000
4,622,453
3.5
4.9
118
27.6
27.9
100,001-1,000,000
30,205,497
22.5
20.9
96
22.5
12.1
1,000,001-5,000,000
34,573,975
25.7
37.0
14
3.3
2.7
5,000,001-9,999,999
64,259,564
47.8
33.6
8
1.9
0.8
Shares held in treasury
2.3
0.2
134,356,194
100.0
100.0
427
100.0
100.0
Analysis of ordinary shareholders
as at 30 November 2022
Section 5: Additional information
125
Year ended
30 November
Net assets
attributable
to ordinary
shareholders
Net asset
value per
ordinary
share
Ordinary
share price
(mid-market)
Revenue
return per
ordinary
share
Dividend
per
ordinary
share
Ongoing
charges
ratio
1
£’000
p
p
p
p
At launch, 13 December 2005
73,500
98.00
100.00
Period ended 30 November 2006
79,784
105.53
101.25
5.28
4.50
1.50
Year ended 30 November 2007
110,018
158.05
149.75
6.31
5.25
1.30
Year ended 30 November 2008
57,625
80.25
72.50
6.96
5.40
1.40
Year ended 30 November 2009
90,260
120.63
119.75
5.74
5.50
1.50
Year ended 30 November 2010
125,848
139.05
143.00
5.85
5.60
2
1.40
Year ended 30 November 2011
118,642
131.08
127.75
5.88
5.75
1.30
Year ended 30 November 2012
111,663
118.47
122.75
6.10
5.90
1.30
Year ended 30 November 2013
101,830
105.79
109.50
5.87
5.95
1.40
Year ended 30 November 2014
96,696
91.95
99.00
6.20
6.00
1.50
Year ended 30 November 2015
69,430
60.08
59.75
6.32
6.00
1.40
Year ended 30 November 2016
98,933
83.57
82.75
4.43
5.00
1.39
Year ended 30 November 2017
91,357
76.92
75.00
4.84
4.00
1.36
Year ended 30 November 2018
88,109
75.87
70.60
4.37
4.00
1.39
Year ended 30 November 2019
85,945
75.28
66.00
3.97
4.00
1.48
Year ended 30 November 2020
91,642
80.76
71.40
4.31
4.00
1.25
Year ended 30 November 2021
120,828
103.97
96.70
4.96
4.10
1.21
Year ended 30 November 2022
194,708
144.92
135.00
4.99
4.40
1.13
1
Revised for years prior to 30 November 2014 to conform to AIC best practice guidance. The ongoing charges ratio is an Alternative Performance Measure. See the
Glossary on pages
13
6
and 137
for more details in respect of the calculation.
2
In addition, two special dividends were also paid during the year, totalling 1.52 pence per share.
Historical analysis
126
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Registered Office
(Registered in England, No. 5612963)
12 Throgmorton Avenue
London EC2N 2DL
Alternative Investment Fund Manager
1
BlackRock Fund Managers Limited
2
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Investment Manager and Company
Secretary
BlackRock Investment Management (UK) Limited
2
12 Throgmorton Avenue
London EC2N 2DL
Email: cosec@blackrock.com
Banker, Custodian and Depositary
The Bank of New York Mellon (International) Limited
2
160 Queen Victoria Street
London EC4V 4LA
Registrar
Computershare Investor Services PLC
2
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 1476
Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
Stockbroker
Winterflood Securities Limited
2
The Atrium Building
25 Dowgate Hill
London EC4R 2GA
Solicitor
Gowling WLG (UK) LLP
4 More London Riverside
London SE1 2AU
Management & other service providers
1
BlackRock Fund Managers Limited (BFM) was appointed as the Alternative Investment Fund Manager on 2 July 2014. BlackRock Investment Management (UK)
Limited continues to act as the Investment Manager under a delegation agreement with BFM.
2
Authorised and regulated by the Financial Conduct Authority.
Section 5: Additional information
127
The below disclosures are made in respect of the
remuneration policies of the BlackRock group (“BlackRock”),
as they apply to BlackRock Fund Managers Limited (the
“Manager”). The disclosures are made in accordance with
the provisions in the UK implementing the Alternative
Investment Fund Managers Directive (the “AIFMD”), the
European Commission Delegated Regulation supplementing
the AIFMD (the “Delegated Regulation”) and the “Guidelines
on sound remuneration policies under the AIFMD” issued by
the European Securities and Markets Authority.
The BlackRock AIFM Remuneration Policy (the “AIFM
Remuneration Policy”) will apply to the EEA entities within
the BlackRock group authorised as a manager of alternative
investment funds in accordance with the AIFMD, and will
ensure compliance with the requirements of Annex II of
the AIFMD and to UK entities within the BlackRock group
authorised as a manager of a UK alternative investment fund
in accordance with the AIFMD as implemented, retained and
onshored in the UK.
The Manager has adopted the AIFM Remuneration Policy, a
summary of which is set out below.
Remuneration governance
BlackRock’s remuneration governance in EMEA operates
as a tiered structure which includes: (a) the Management
Development and Compensation Committee (“MDCC”)
(which is the global, independent remuneration committee
for BlackRock, Inc. and (b) the Manager’s board of directors
(the “Manager’s Board”). These bodies are responsible for the
determination of BlackRock’s remuneration policies.
(a) MDCC
The MDCC’s purposes include:
providing oversight of:
o
BlackRock’s executive compensation programmes;
o
BlackRock’s employee benefit plans; and
o
such other compensation plans as may be
established by BlackRock from time to time for
which the MDCC is deemed as administrator;
reviewing and discussing the compensation discussion
and analysis included in the BlackRock, Inc. annual proxy
statement with management and approving the MDCC’s
report for inclusion in the proxy statement;
reviewing, assessing and making reports and
recommendations to the BlackRock, Inc. Board of
Directors (the ‘BlackRock, Inc. Board’) as appropriate
on BlackRock’s talent development and succession
planning, with the emphasis on performance and
succession at the highest management levels; and
supporting the boards of the Company’s EMEA regulated
entities in meeting their remuneration related obligations
by overseeing the design and implementation of EMEA
remuneration policy in accordance with applicable
regulations.
The MDCC directly retains its own independent
compensation consultant, Semler Brossy Consulting Group
LLC, who has no relationship with BlackRock Inc. or the
BlackRock, Inc. Board that would interfere with its ability to
provide independent advice to the MDCC on compensation
matters.
The BlackRock, Inc. Board has determined that all of the
members of the MDCC are “independent” within the meaning
of the listing standards of the New York Stock Exchange
(NYSE), which requires each meet a “non-employee director”
standard.
The MDCC held 8 meetings during 2021. The MDCC charter
is available on BlackRock, Inc.’s website (www.blackrock.com).
(b) The Manager’s Board
The Manager’s Board has the task of supervising and
providing oversight of the AIFM Remuneration Policy as it
applies to the Manager and its Identified Staff.
Decision-making process
Remuneration decisions for employees are made once
annually in January following the end of the performance
year. This timing allows full-year financial results to be
considered along with other nonfinancial goals and
objectives. Although the framework for remuneration
decision-making is tied to financial performance,
significant discretion is used to determine individual
variable remuneration based on achievement of strategic
and operating results and other considerations such as
management and leadership capabilities.
No set formulas are established and no fixed benchmarks are
used in determining annual incentive awards. In determining
specific individual remuneration amounts, a number of
factors are considered including non-financial goals and
objectives and overall financial and investment performance.
These results are viewed in the aggregate without any
specific weighting, and there is no direct correlation between
any particular performance measure and the resulting
annual incentive award. The variable remuneration awarded
to any individual(s) for a particular performance year may
also be zero.
Annual incentive awards are paid from a bonus pool.
The size of the projected bonus pool, including cash and
equity awards, is reviewed throughout the year by the MDCC
and the final total bonus pool is approved after year-end. As
part of this review, the MDCC receives actual and projected
AIFMD report on remuneration
(unaudited)
128
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
financial information over the course of the year as well as
final year-end information. The financial information that
the MDCC receives and considers includes the current year
projected income statement and other financial measures
compared with prior year results and the current year budget.
The MDCC additionally reviews other metrics of BlackRock’s
financial performance (e.g., net inflows of AUM and
investment performance) as well as information regarding
market conditions and competitive compensation levels.
The MDCC regularly considers management’s
recommendation as to the percentage of preincentive
operating income that will be accrued and reflected as a
compensation expense throughout the year for the cash
portion of the total annual bonus pool (the “accrual rate”).
The accrual rate of the cash portion of the total annual bonus
pool may be modified by the MDCC during the year based on
its review of the financial information described above. The
MDCC does not apply any particular weighting or formula to
the information it considers when determining the size of the
total bonus pool or the accruals made for the cash portion of
the total bonus pool.
Following the end of the performance year, the MDCC
approves the final bonus pool amount.
As part of the year-end review process the Enterprise Risk
and Regulatory Compliance departments report to the
MDCC on any activities, incidents or events that warrant
consideration in making compensation decisions.
Individuals are not involved in setting their own remuneration.
Control functions
Each of the control functions (Enterprise Risk, Legal &
Compliance, and Internal Audit) has its own organisational
structure which is independent of the business units. The
head of each control function is either a member of the
Global Executive Committee (“GEC”), the global management
committee, or has a reporting obligation to the board of
directors of BlackRock Group Limited, the parent company
of all of BlackRock’s EMEA regulated entities, including the
Manager.
Functional bonus pools are determined with reference to the
performance of each individual function. The remuneration
of the senior members of control functions is directly
overseen by the MDCC.
Link between pay and performance
There is a clear and well defined pay-for-performance
philosophy and compensation programmes which are
designed to meet the following key objectives as detailed
below:
appropriately balance BlackRock’s financial results
between shareholders and employees;
attract, retain and motivate employees capable of making
significant contributions to the long-term success of the
business;
align the interests of senior employees with those of
shareholders by awarding BlackRock Inc.’s stock as a
significant part of both annual and long-term incentive
awards;
control fixed costs by ensuring that compensation
expense varies with profitability;
link a significant portion of an employee’s total
compensation to the financial and operational
performance of the business;
promote sound and effective risk management across all
risk categories, including sustainability risk;
discourage excessive risk-taking (sustainability related or
otherwise); and
ensure that client interests are not negatively impacted
by remuneration awarded on a short term, mid-term and/
or long-term basis.
Driving a high-performance culture is dependent on the
ability to measure performance against objectives, values
and behaviours in a clear and consistent way. Managers use
a 5-point rating scale to provide an overall assessment of an
employee’s performance, and employees also provide a self-
evaluation. The overall, final rating is reconciled during each
employee’s performance appraisal. Employees are assessed
on the manner in which performance is attained as well as
the absolute performance itself.
In keeping with the pay-for-performance philosophy, ratings
are used to differentiate and reward individual performance
– but don’t pre-determine compensation outcomes.
Compensation decisions remain discretionary and are made
as part of the year-end compensation process.
When setting remuneration levels other factors are
considered, as well as individual performance, which may
include:
the performance of the Manager, the funds managed by
the Manager and/or the relevant functional department;
factors relevant to an employee individually; relationships
with clients and colleagues; teamwork; skills; any
conduct issues; and, subject to any applicable policy, the
impact that any relevant leave of absence may have on
contribution to the business);
the management of risk within the risk profiles
appropriate for BlackRock’s clients;
AIFMD report on remuneration
continued
Section 5: Additional information
129
strategic business needs, including intentions regarding
retention;
market intelligence; and
criticality to business.
A primary product tool is risk management and, while
employees are compensated for strong performance in their
management of client assets, they are required to manage
risk within the risk profiles appropriate for their clients.
Therefore, employees are not rewarded for engaging in
high-risk transactions outside of established parameters.
Remuneration practices do not provide undue incentives for
short-term planning or short-term financial rewards, do not
reward unreasonable risk and provide a reasonable balance
between the many and substantial risks inherent within the
business of investment management, risk management and
advisory services.
BlackRock operates a total compensation model for
remuneration which includes a base salary, which is
contractual, and a discretionary bonus scheme.
BlackRock operates an annual discretionary bonus scheme.
Although all employees are eligible to be considered for a
discretionary bonus, there is no contractual obligation to
make any award to an employee under its discretionary
bonus scheme. In exercising discretion to award a
discretionary bonus, the factors listed above (under the
heading “Link between pay and performance”) may be taken
into account in addition to any other matters which become
relevant to the exercise of discretion in the course of the
performance year.
Discretionary bonus awards for all employees, including
executive officers, are subject to a guideline that determines
the portion paid in cash and the portion paid in BlackRock,
Inc. stock and subject to additional vesting/clawback
conditions. Stock awards are subject to further performance
adjustment through variation in BlackRock, Inc.’s share
price over the vesting period. As total annual compensation
increases, a greater portion is deferred into stock. The MDCC
adopted this approach in 2006 to substantially increase
the retention value and shareholder alignment of the
compensation package for eligible employees, including the
executive officers. The portion deferred into stock vests into
three equal instalments over the three years following grant.
Supplementary to the annual discretionary bonus as
described above, equity awards may be made to select
individuals to provide greater linkage with future business
results. These long-term incentive awards have been
established individually to provide meaningful incentive for
continued performance over a multi-year period recognising
the scope of the individual’s role, business expertise and
leadership skills.
Selected senior leaders are eligible to receive performance-
adjusted equity-based awards from the “BlackRock
Performance Incentive Plan” (“BPIP”). Awards made from
the BPIP have a three-year performance period based on a
measurement of As Adjusted Operating Margin
1
and Organic
Revenue Growth
2
. Determination of pay-out will be made
based on the firm’s achievement relative to target financial
results at the conclusion of the performance period. The
maximum number of shares that can be earned is 165% of
the award in those situations where both metrics achieve
pre-determined financial targets. No shares will be earned
where the firm’s financial performance in both of the above
metrics is below a pre-determined performance threshold.
These metrics have been selected as key measures of
shareholder value which endure across market cycles.
A limited number of investment professionals have a portion
of their annual discretionary bonus (as described above)
awarded as deferred cash that notionally tracks investment
in selected products managed by the employee. The intention
of these awards is to align investment professionals with the
investment returns of the products they manage through the
deferral of compensation into those products. Clients and
external evaluators have increasingly viewed more favourably
those products where key investors have “skin in the game”
through significant personal investments.
Identified staff
The AIFM Remuneration Policy sets out the process that
will be applied to identify staff as Identified Staff, being
categories of staff of the Manager, including senior
management, risk takers, control functions and any
employee receiving total remuneration that takes them into
the same remuneration bracket as senior management and
risk takers, whose professional activities have a material
impact on the risk profiles of the Manager or of the funds it
manages.
The list of Identified Staff will be subject to regular review,
being formally reviewed in the event of, but not limited to:
organisational changes;
new business initiatives;
changes in significant influence function lists;
changes in role responsibilities; and
revised regulatory direction.
1
As Adjusted Operating Margin: As reported in BlackRock’s external filings,
reflects adjusted Operating Income divided by Total Revenue net of
distribution and servicing expenses and amortisation of deferred sales
commissions.
2
Organic Revenue Growth: Equal to net new base fees plus net new Aladdin
revenue generated in the year (in dollars).
130
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Quantitative remuneration disclosure
The Manager is required under the AIFMD to make
quantitative disclosures of remuneration. These disclosures
are made in line with BlackRock’s interpretation of currently
available regulatory guidance on quantitative remuneration
disclosures. As market or regulatory practice develops
BlackRock may consider it appropriate to make changes to
the way in which quantitative remuneration disclosures are
calculated. Where such changes are made, this may result
in disclosures in relation to a fund not being comparable to
the disclosures made in the prior year, or in relation to other
BlackRock fund disclosures in that same year.
Disclosures are provided in relation to (a) the staff of the
Manager; (b) staff who are senior management; and (c) staff
who have the ability to materially affect the risk profile of
the Fund, including individuals who, although not directly
employed by the Manager, are assigned by their employer to
carry out services directly for the Manager.
All individuals included in the aggregated figures disclosed
are rewarded in line with BlackRock’s remuneration policy
for their responsibilities across the relevant BlackRock
business area. As all individuals have a number of areas of
responsibilities, only the portion of remuneration for those
individuals’ services attributable to the Fund is included in
the aggregate figures disclosed.
Members of staff and senior management of the Manager
typically provide both AIFMD and non-AIFMD related
services in respect of multiple funds, clients and functions
of the Manager and across the broader BlackRock
group. Therefore, the figures disclosed are a sum of
each individual’s portion of remuneration attributable to
the Manager according to an objective apportionment
methodology which acknowledges the multiple-service
nature of the Manager. Accordingly the figures are not
representative of any individual’s actual remuneration or
their remuneration structure.
The amount of the total remuneration awarded by the
Manager to its staff which has been attributed to the
Manager’s AIFMD-related business in respect of the
Manager’s financial year ending 31 December 2021 is £79.7
million. This figure is comprised of fixed remuneration of
£1.6 million and variable remuneration of £78.1 million.
There were a total of 67 beneficiaries of the remuneration
described above.
The amount of the aggregate remuneration awarded by
the Manager, which has been attributed to the Manager’s
AIFMD-related business in respect of the Manager’s financial
year ending 31 December 2021, to its senior management
was £0.1 million, and to members of its staff whose actions
have a material impact on the risk profile of the Manager’s
AIFMD-related business was £79.6 million.
AIFMD report on remuneration
continued
Section 5: Additional information
131
Leverage
The Company may employ leverage and borrow cash in
accordance with its stated investment policy or investment
strategy. The Company may also employ leverage in its
investment programme through foreign exchange forward
contracts and may also utilise a variety of exchange traded
and over-the-counter (OTC) derivative instruments such
as covered put/call options as part of its investment policy.
The use of derivatives may expose the Company to a higher
degree of risk. In particular, derivative contracts can be highly
volatile and the amount of initial margin is generally small
relative to the size of the contract so that transactions may
be leveraged in terms of market exposure. A relatively small
market movement may have a potentially larger impact on
derivatives than on standard underlying bonds or equities.
Leveraged derivative positions can therefore increase the
Company’s volatility. The use of borrowings and leverage
has attendant risks and can, in certain circumstances,
substantially increase the adverse impact to which the
Company’s investment portfolio may be subject. No foreign
exchange forward contracts or derivatives were used for
leverage purposes during the year.
For the purposes of this disclosure, leverage is any method
by which the Company’s exposure is increased, whether
through borrowing of cash or securities, or leverage
embedded in foreign exchange forward contracts or by any
other means.
The AIFMD requires that each leverage ratio be expressed
as the ratio between a Company’s exposure and its NAV,
and prescribes two required methodologies, the gross
methodology and the commitment methodology (as set out
in AIFMD Level 2 Implementation Guidance), for calculating
such exposure.
Using the methodologies prescribed under the AIFMD,
the leverage of the Group and Company is disclosed in the
following table below:
Commitment
leverage as at
30 November
2022
Gross
leverage
as at
30 November
2022
Leverage ratio
1.13%
1.10%
Further information on the calculation of leverage ratios is
provided in the Glossary on pages
13
5
and 13
6.
Other risk disclosures
The financial risk disclosures relating to risk framework
and liquidity risk are set out in note 16 to the notes to the
financial statements on pages 10
7 to 118
.
Pre investment disclosures
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. An Investor Disclosure Document,
which sets out information on the Company’s investment
strategy and policies, leverage, risk, liquidity, administration,
management, fees, conflicts of interest and other
shareholder information is available on the website at www.
blackrock.com/uk/beri.
There have been no material changes (other than those
reflected in these financial statements or previously
disclosed to the London Stock Exchange through a
primary information provider) to this information requiring
disclosure. Any information requiring immediate disclosure
pursuant to the AIFMD will be disclosed to the London Stock
Exchange through a primary information provider.
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
1
February 2023
Other AIFMD disclosures
132
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
The disclosures below are made in compliance with the
requirements of Listing Rule 9.8.4.
9.8.4 (1) The Company has not capitalised any interest in the
period under review.
9.8.4 (2) The Company has not published any unaudited
financial information in a class 1 circular or prospectus or
any profit forecast or profit estimate.
9.8.4 (3) This provision has been deleted.
9.8.4 (4) The Company does not have any long-term incentive
schemes in operation.
9.8.4 (7) During the year, the Company issued shares out
of treasury on seven occasions and 2,747,643 ordinary
shares in total with a nominal value of £27,476 were issued
at an average price of 112.56 pence per share for a total
consideration of £3,114,698 before the deduction of issue
costs. In addition, the Company issued new shares on forty
occasions and 15,390,194 new shares in total were issued in
the year at an average price of 128.48 pence per share and
total consideration of £19,716,641 before the deduction of
issue costs.
Details of the allottees are set out in the following table:
Allottee
Number
of issues
Shares
issued
Price range
(pence)
Total
consideration
(£’000)
Average
premium
%
Winterflood Securities Limited
47
18,137,837
110.25
to 144.50
22,831,339
2.1%
9.8.4 (8) and 9.8.4 (9) are not applicable.
9.8.4 (11) This provision is not applicable to the Company.
9.8.4 (12) and (13) There were no arrangements under which
a shareholder has waived or agreed to waive any dividends or
future dividends.
9.8.4 (14) This provision is not applicable to the Company.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
1
February 2023
Information to be disclosed in accordance
with Listing Rule 9.8.4
Section 5: Additional information
133
The Stock Connect links markets in mainland China and
Hong Kong, allowing foreign (non-Chinese) investors to
invest in China A Shares listed on the relevant mainland
markets more easily than was possible prior to establishment
of the Stock Connect. The disclosures below are given to
provide shareholders and investors in the Company with
more information in respect of how the Stock Connect works,
and more detail on the risks associated with the scheme.
Additional disclosures are set out in the notes to the financial
statements on page
118
.
The Stock Connect is a securities trading and clearing linked
program developed by the Hong Kong Exchanges and
Clearing Market (HKEX), Shanghai Stock Exchange (SSE)
and China Clear with an aim to achieve mutual stock market
access between the People’s Republic of China (PRC) and
Hong Kong. The Stock Connect comprises a Northbound
Trading Link and a Southbound Trading Link. Under the
Northbound Trading Link, Hong Kong and overseas investors
(including the Company), through their Hong Kong brokers
and a securities trading service company established by the
Hong Kong Stock Exchange (SEHK), may be able to trade
eligible China A Shares listed on the SSE by routing orders
to SSE. Under the Southbound Trading Link investors in the
PRC will be able to trade certain stocks listed on the SEHK.
Under a joint announcement issued by the SFC and CSRC on
10 November 2014 the Stock Connect commenced trading
on 17 November 2014.
Companies and funds investing in the PRC may invest in
China A Shares trading on the Shanghai Stock Exchange
via Stock Connect. The Stock Connect is a programme
that links the Shanghai Stock Exchange and the SEHK.
Under the programme, investors can access the Shanghai
Stock Exchange via the Hong Kong Central Clearing and
Settlement System (CCASS) maintained by the Hong
Kong Securities Clearing Company Ltd (HKSCC) as central
securities depositary in Hong Kong. Investing in China A
Shares via Stock Connect bypasses the requirement to obtain
Renminbi Qualified Foreign Institutional Investor (RQFII)
status which is required for direct access to the Shanghai
Stock Exchange.
Quota limitations
Investing in the PRC via Stock Connect is subject to quota
limitations which apply to the Investment Manager. In
particular, once the remaining balance of the relevant quota
drops to zero or the daily quota is exceeded, buy orders will
be rejected (although investors will be permitted to sell their
cross-boundary securities regardless of the quota balance).
Investment thresholds for stock connect
funds
The Company may invest no more than 10% of its net asset
value in the Stock Connect.
Legal/beneficial ownership
The China A Shares invested in via the Stock Connect will be
held by the Trustee in accounts in the Hong Kong Central
Clearing and Settlement System the China Securities
Repository and Clearing Company Limited (CCASS)
maintained by the HKSCC as central securities depositary in
Hong Kong. HKSCC in turn holds the China A Shares, as the
nominee holder, through an omnibus securities account in
its name registered with the China Securities Depository and
Clearing Company Limited (CSDCC). The precise nature and
rights of the Stock Connect Funds as the beneficial owners
of the China A Shares through HKSCC as nominee is not well
defined under PRC law. There is lack of a clear definition of,
and distinction between, “Legal Ownership” and “Beneficial
Ownership” under PRC law and there have been few cases
involving a nominee account structure in the PRC courts.
Therefore the exact nature and methods of enforcement of
the rights and interests of the Stock Connect Funds under
PRC law is uncertain. Because of this uncertainty, in the
unlikely event that HKSCC becomes subject to winding up
proceedings in Hong Kong it is not clear if the China A Shares
will be regarded as held for the beneficial ownership of the
Company or as part of the general assets of HKSCC available
for general distribution to its creditors.
Clearing and settlement risk
HKSCC and CSDCC will establish the clearing links and
each will become a participant of each other to facilitate
clearing and settlement of cross-boundary trades. For cross-
boundary trades initiated in a market, the clearing house of
that market will on one hand clear and settle with its own
clearing participants, and on the other hand undertake to
fulfil the clearing and settlement obligations of its clearing
participants with the counterparty clearing house. As the
national central counterparty of the PRC’s securities market,
CSDCC operates a comprehensive network of clearing,
settlement and stock holding infrastructure. CSDCC has
established a risk management framework and measures
that are approved and supervised by the CSRC. The chances
of CSDCC default are considered to be remote. In the remote
event of a CSDCC default, HKSCC’s liabilities in respect of
China A Shares invested in via the Stock Connect will be
limited under its market contracts with clearing participants
to assisting clearing participants in pursuing their claims
against CSDCC. HKSCC should in good faith, seek recovery
of the outstanding stocks and monies from CSDCC through
available legal channels or through CSDCC’s liquidation. In
that event, the Company may suffer a delay in the recovery
process or may not fully recover its losses from CSDCC.
Information to be disclosed in respect of
investment in the People’s Republic of
China (PRC) via the Stock Connect
134
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Suspension risk
It is contemplated that both the SEHK and the Shanghai
Stock Exchange reserve the right to suspend trading if
necessary for ensuring an orderly and fair market and that
risks are managed prudently. Consent from the relevant
regulator will be sought before a suspension is triggered.
Where a suspension is effected, the Company’s ability to
access the PRC market will be adversely affected.
Differences in trading day
The Stock Connect will only operate on days when both
the PRC and Hong Kong markets are open for trading and
when banks in both markets are open on the corresponding
settlement days. So it is possible that there are occasions
when it is a normal trading day for the PRC market but the
Company cannot carry out any China A Shares trading via
the Stock Connect. The Company may be subject to a risk of
price fluctuations in China A Shares during the time when
the Stock Connect is not trading as a result.
Restrictions on selling imposed by front-end
monitoring
PRC regulations require that before an investor sells any
share, there should be sufficient shares in the account;
otherwise the Shanghai Stock Exchange will reject the sell
order concerned. SEHK will carry out pre-trade checking on
China A Share sell orders of its participants (i.e. the stock
brokers) to ensure there is no over-selling. If the Company
intends to sell certain China A Shares it holds, it must
transfer those China A Shares to the respective accounts of
its broker(s) before the market opens on the day of selling
(“trading day”). If it fails to meet this deadline, it will not be
able to sell those shares on the trading day. Because of this
requirement, the Company may not be able to dispose of its
holdings of China A Shares in a timely manner.
Regulatory risk
The Stock Connect is a novel concept. The current
regulations are untested and there is no certainty as to how
they will be applied. In addition, the current regulations are
subject to change and there can be no assurance that the
Stock Connect will not be abolished. New regulations may be
issued from time to time by the regulators/stock exchanges
in the PRC and Hong Kong in connection with operations,
legal enforcement and cross-border trades under the Stock
Connect. The Company may be adversely affected as a result
of such changes.
Recalling of eligible stocks
When a stock is recalled from the scope of eligible stocks for
trading via the Stock Connect, the stock can only be sold but
restricted from being bought. This may restrict the ability of
the Company to acquire shares.
No protection by investor compensation
fund
Investment in China A Shares via the Stock Connect is
conducted through brokers, and is subject to the risk of
default by such brokers in their obligations. Investments
of the Company are not covered by the Hong Kong’s
investor compensation fund, which has been established
to pay compensation to investors of any nationality who
suffer pecuniary losses as a result of default of a licensed
intermediary or authorised financial institution in relation
to exchange-traded products in Hong Kong. Since default
matters in respect of China A Shares invested in via the
Stock Connect do not involve products listed or traded on the
SEHK, they will not be covered by the investor compensation
fund. Therefore the Company is exposed to the risks of
default of the broker(s) it engages in its trading in China A
Shares through the Stock Connect.
Operational risk
The Stock Connect is premised on the functioning of the
operational systems of the relevant market participants.
Market participants are permitted to participate in this
program subject to meeting certain information technology
capability, risk management and other requirements as may
be specified by the relevant exchange and/or clearing house.
The securities regimes and legal systems of the SEHK and
the Shanghai Stock Exchange differ significantly and market
participants may need to address issues arising from the
differences on an on-going basis. There is no assurance
that the systems of the SEHK and market participants will
function properly or will continue to be adapted to changes
and developments in both markets. In the event that the
relevant systems fail to function properly, trading in both
markets through the program could be disrupted. The
Company’s ability to access the China A Share market (and
hence to pursue its investment strategy) may be adversely
affected.
Taxation risks
The PRC tax authorities have also made announcements
that gains derived from China A Shares investments via the
Stock Connects would be temporarily exempted from PRC
taxation effective from 17 November 2014. This temporary
exemption applies to China A-Shares generally, including
shares in PRC ‘land-rich’ companies. The duration of the
period of temporary exemption has not been stated and may
be subject to termination by the PRC tax authorities with
or without notice and, in the worst case, retrospectively. If
the temporary exemption is withdrawn the relevant Stock
Connect Funds would be subject to PRC taxation in respect
of gains on China A Shares and the resultant tax liability
would eventually be borne by investors. However, this liability
may be mitigated under the terms of an applicable tax treaty,
and if so, such benefits will also be passed to investors.
Information to be disclosed in respect of
investment in the People’s Republic of
China (PRC) via the Stock Connect
continued
Section 5: Additional information
135
Alternative Performance Measures (APM)
An APM is a measure of performance or financial position
that is not defined in applicable accounting standards and
cannot be directly derived from the financial statements.
The Group’s APMs are set out below and are cross-referenced
where relevant to the financial inputs used to derive them as
contained in other sections of the Annual Financial Report.
Closed-end company
An investment trust works along the same lines as a unit
trust, in that it pools money from investors which is then
managed on a collective basis. The main difference is that an
investment trust is a company listed on the Stock Exchange
and, in most cases, trading takes place in shares which have
already been issued, rather than through the creation or
redemption of units. As the number of shares which can be
issued or cancelled at any one time is limited, and requires
the approval of existing shareholders, investment trusts
are known as closed end funds or companies. This means
that investment trusts are not subject to the same liquidity
constraints as open ended funds and can therefore invest in
less liquid investments.
Discount and premium*
Investment trust shares can frequently trade at a discount to
NAV. This occurs when the share price (based on the mid-
market share price) is less than the NAV and investors may
therefore buy shares at less than the value attributable to
them by reference to the underlying assets. The discount
is the difference between the share price and the NAV,
expressed as a percentage of the NAV. As at 30 November
2022, the share price was 135.00p (2021: 96.70p) and
the NAV per share was 144.92p (2021: 103.97p) giving a
discount of 6.8% (2021: discount of 7.0%) (please see note
9 of the financial statements for the audited inputs to these
calculations).
A premium occurs when the share price (based on the mid-
market share price) is more than the NAV and investors
would therefore be paying more than the value attributable
to the shares by reference to the underlying assets. For
example, if the share price was 370p and the NAV 365p, the
premium would be 1.4%.
Discounts and premiums are mainly the consequence of
supply and demand for the shares on the stock market.
Gearing and borrowings*
Investment companies can borrow to purchase additional
investments. This is called ‘gearing’. It allows investment
companies to take advantage of a long term view on a sector
or to take advantage of a favourable situation or a particularly
attractive stock without having to sell existing investments.
Gearing works by magnifying a company’s performance. If
a company ‘gears up’ and then markets rise and returns on
the investments outstrip the costs of borrowing, the overall
returns to investors will be even greater. But if markets fall and
the performance of the assets in the portfolio is poor, then
losses suffered by the investor will also be magnified.
The Group may achieve gearing through borrowings or the
effect of gearing through an appropriate balance of equity
capital, investment in derivatives and structured financial
instruments, and borrowings. Gearing through the use of
derivatives is limited to a maximum of 30% of the Group’s
assets for the purposes of efficient portfolio management
and to enhance portfolio returns. Gearing through borrowings
is limited to 40% of the Group’s gross assets; however
borrowings are not envisaged to exceed 20% of the Group’s
gross assets at the date or drawdown.
Net gearing
calculation
Page
30 November
2022
£’000
30 November
2021
£’000
Net assets
9
3
194,708
120,828
(a)
Borrowings
9
3
14,345
12,927
(b)
Total assets (a+b)
209,053
133,755
(c)
Current assets
1
9
3
8,582
11,487
(d)
Current liabilities
(excluding
borrowings)
9
3
(5,923)
(5,516)
(e)
Net current assets
(d+e)
2,659
5,971
(f)
Net gearing figure
(g=(c-f-a)/a)
6.0%
5.8%
(g)
1
Includes cash at bank.
Gross assets
Gross assets is defined as the total of the Group’s net assets
and borrowings.
Leverage
Leverage is defined in the AIFM Directive as “any method by
which the AIFM increases the exposure of an AIF it manages
whether through borrowing of cash or securities, or leverage
embedded in derivative positions or by any other means”.
Leverage is measured in terms of ‘exposure’ and is expressed
as a ratio of net asset value:
Leverage ratio
=
Exposure
Net assets
The Directive sets out two methodologies for calculating
exposure. These are the Gross Method and the Commitment
Method. The treatment of cash and cash equivalent balances
in terms of calculating what constitutes an “exposure” under
AIFMD differs for these two methods. The definitions for
calculating the Gross Method exposures require that “the
value of any cash and cash equivalents which are highly
Glossary
*
Alternative Performance Measures.
136
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
liquid investments held in the base currency of the AIF,
that are readily convertible to a known amount of cash, are
subject to an insignificant risk of change in value and provide
a return no greater than the rate of a three-month high
quality government bond” should be excluded from exposure
calculations.
NAV and share price return (with dividends
reinvested)*
Performance statistics enable the investor to make
performance comparisons between investment trusts with
different dividend policies. The performance measures the
combined effect of any dividends paid, together with the
rise or fall in the share price or NAV. This is calculated by the
movement in the share price or NAV plus the dividends paid by
the Group assuming these are reinvested in the Group at the
prevailing NAV/share price (please see note 9 of the financial
statements for the inputs to the calculations).
NAV total return
Page
30 November
2022
30 November
2021
Closing NAV per
share (pence)
10
2
144.92
103.97
Add back interim
and final dividends
(pence)
10
2
4.40
4.00
Effect of dividend
reinvestment
(pence)
0.96
0.55
Adjusted closing
NAV (pence)
150.28
108.52
(a)
Opening NAV per
share (pence)
10
2
103.97
80.76
(b)
NAV total return
(c = ((a - b)/b))
(%)
44.5
34.4
(c)
Share price total
return
Page
30 November
2022
30 November
2021
Closing share
price (pence)
10
2
135.00
96.70
Add back interim
and final dividends
(pence)
10
2
4.40
4.00
Effect of dividend
reinvestment
(pence)
0.65
0.44
Adjusted closing
share price
(pence)
140.05
101.14
(a)
Opening share
price (pence)
10
2
96.70
71.40
(b)
Share price total
return
(c = ((a - b)/b))
(%)
44.8
41.7
(c)
Net asset value per share (Cum income NAV)
This is the value of the Group’s assets attributable to
one ordinary share. It is calculated by dividing ‘equity
shareholders’ funds’ by the total number of ordinary
shares in issue (excluding treasury shares). For example,
as at 30 November 2022, equity shareholders’ funds were
worth £194,708,000 (2021: £120,828,000) and there were
134,356,194 (2021: 116,218,357) ordinary shares in issue
(excluding treasury shares); the undiluted NAV was therefore
144.92 pence per ordinary share (2021: 103.97 pence per
ordinary share) (please see note 9 of the financial statements
for the inputs to the calculations).
Equity shareholders’ funds are calculated by deducting from
the Group’s total assets, its current and long-term liabilities
and any provision for liabilities and charges.
Net asset value per share (Capital only
NAV)*
The capital only NAV is a popular point of reference when
comparing a range of investment trusts. This NAV focuses
on the value of the Group’s assets disregarding the current
period revenue income, on the basis that most trusts will
distribute substantially all of their income in any financial
period. It is also the measure adopted by the Association of
Investment Companies for preparation of statistical data. It is
calculated by dividing ‘equity shareholders’ funds’ (excluding
current period revenue) by the total number of ordinary
shares in issue.
As at 30 November 2022, equity shareholders’ funds less
the current year net revenue return (after interim dividends)
amounted to £192,616,000 (2021: £118,583,000) and there
were 134,356,194 (2021: 116,218,357) ordinary shares in
issue (excluding treasury shares); therefore the capital only
NAV was 143.36 pence (2021: 102.03 pence).
Equity shareholders’ funds (excluding current period
revenue) of £192,616,000 (2021: £118,583,000) are
calculated by deducting from the Group’s net assets
(£194,708,000 (2021: £120,828,000)) its current period
revenue (£6,394,000 (2021: £5,704,000)) and adding
back the interim dividends paid from revenue (£4,302,000
(2021: £3,459,000)).
Ongoing charges ratio*
Ongoing charges (%)
=
Annualised ongoing charges
Average undiluted net asset value
in the period
Ongoing charges are those expenses of a type which are likely
to recur in the foreseeable future, whether charged to capital
or revenue, and which relate to the operation of the investment
company as a collective fund. Ongoing charges are based on
costs incurred in the year as being the best estimate of future
costs and include the annual management charge.
*
Alternative Performance Measures.
Glossary
continued
Section 5: Additional information
137
As recommended by the AIC in its guidance, ongoing charges
are calculated using the Group’s annualised recurring
revenue and capital expenses (excluding finance costs, direct
transaction costs, custody transaction charges, VAT recovered,
taxation, prior year expenses written back and certain non-
recurring items) expressed as a percentage of the average
daily net assets of the Group during the year.
The inputs that have been used to calculate the ongoing
charges percentage are set out in the following table.
Ongoing charges
calculation
Page
30 November
2022
£’000
30 November
2021
£’000
Management fee
99
1,358
940
Other operating
expenses
1
99
457
419
Total management
fee and other
operating
expenses
1,815
1,359
(a)
Average daily net
assets in the year
160,532
112,098
(b)
Ongoing charges
(c = a/b)
1.13%
1.21%
(c)
1
Excluding non-recurring expenses relating to stock exchange listing fees of
£49,000 incurred during the year ended 30 November 2022 (30 November 2021:
£nil) and provision for doubtful debts of £380,000 (30 November 2021: £nil).
The Company’s ongoing charges (including the investment
management fee), are capped at 1.25% per annum of
average daily net assets.
Options and options overwriting strategy
An option is a contract that offers the buyer the right, but not
the obligation, to buy (call) or sell (put) a security or other
financial asset at an agreed-upon price (the strike price)
during a certain period of time or on a specific date (exercise
date) for a fee (the premium). The sale of call or put options
on stocks that are believed to be overpriced or underpriced,
based on the assumption that the options will not be
exercised, is referred to as an ‘options overwriting’ strategy.
The seller of the option collects a premium but, if the option
subsequently expires without being exercised, there will be
no down side for the seller. However, if the stock rises above
the exercise price the holder of the option is likely to exercise
the option and this strategy can reduce returns in a rising
market.
The Group employs an options overwriting strategy but
seeks to mitigate risk by utilising predominantly covered call
options (meaning that call options are only written in respect
of stocks already owned within the Group’s portfolio such
that, if the options are exercised, the Group does not need
to purchase stock externally at fluctuating market prices to
meet its obligations under the options contract). Any use of
derivatives for efficient portfolio management and options
for investment purposes will be made on the basis of the
same principles of risk spreading and diversification that
apply to the Group’s direct investments.
Quoted securities and unquoted securities
Securities that trade on an exchange for which there is a
publicly quoted price. Unquoted securities are financial
securities that do not trade on an exchange and for which
there is not a publicly quoted price.
Revenue profit and revenue reserves
Revenue profit is the net revenue income earned after
deduction of fees and expenses allocated to the revenue
account and taxation suffered by the Group. Revenue
reserves is the undistributed income that the Group keeps
as reserves. Investment trusts do not have to distribute all
the income they generate, after expenses. They may retain
up to 15% of revenue generated which will be held in a
revenue reserve. This reserve can be used at a later date to
supplement dividend payments to shareholders.
Treasury shares
Treasury shares are shares that a company keeps in its own
treasury which are not currently issued to the public. These
shares do not pay dividends, have no voting rights and
are not included in a company’s total issued share capital
amount for calculating percentage ownership. Treasury
stock may have come from a repurchase or buy back from
shareholders, or it may never have been issued to the public
in the first place. Treasury shares may be reissued from
treasury to the public to meet demand for a company’s
shares in certain circumstances.
Yield*
The yield is the amount of cash (in percentage terms) that is
returned to the owners of the security, in the form of interest
or dividends received from it. Normally, it does not include
the price variations, distinguishing it from the total return.
Page
30 November
2022
30 November
2021
Interim dividends
paid/payable
(pence)
1
10
2
4.40
4.10
(a)
Ordinary share
price (pence)
10
2
135.00
96.70
(b)
Yield (c = a/b) (%)
3.3%
4.2%
(c)
1
Comprising dividends declared/paid for the twelve months to 30 November.
*
Alternative Performance Measures.
Section 6: Notice of annual general meeting
139
Annual
general
meeting
The decision to be overweight conventional energy companies for most of the period
helped boost the dividend income received.
PHOTO COURTESY OF PHOTOGRAPHIC SERVICES - SHELL INTERNATIONAL LTD
140
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Notice is hereby given that the next Annual General Meeting
of BlackRock Energy and Resources Income Trust plc (the
“Company”
)
will be held at the offices of BlackRock at 12
Throgmorton Avenue, London EC2N 2DL on Monday, 13
March 2023 at 12.00 noon for the purpose of considering
and, if thought fit, passing the following resolutions (which
will be proposed in the case of resolutions 1 to 12, as
ordinary resolutions and, in the case of resolutions 13 to 16,
as special resolutions). More information in respect of the
contribution of each Director to support their re-election or
election is given in the Directors’ Report on pages 56 to 63.
Ordinary business
1.
To receive the report of the Directors of the
Company
and
the financial statements for the year ended 30 November
2022, together with the report of the Auditor thereon.
2.
To approve the Directors’ Remuneration Report for the
year ended 30 November 2022.
3.
To approve the Directors’ Remuneration Policy as set out
on pages 68 and 69.
4.
That the shareholders approve the
Company’s
dividend
policy to continue to pay four quarterly interim dividends,
which in the year under review totalled 4.40p per share.
5.
To re-elect Dr Bell as a Director.
6.
To re-elect Mr Brown as a Director.
7.
To re-elect Mr Robson as a Director.
8.
To re-elect Mrs Ferguson as a Director.
9.
To reappoint Ernst & Young LLP as Auditor of the
Company
to hold office until the conclusion of the next
Annual General Meeting of the
Company
.
10.
To authorise the Audit and Management Engagement
Committee to determine the Auditor’s remuneration.
Special business
Ordinary resolutions
11.
That, in addition to all existing authorities, the Directors
of the
Company
be and they are hereby generally and
unconditionally authorised pursuant to Section 551 of the
Companies Act 2006 (the
“Act”
), to exercise all the powers
of the
Company
to allot ordinary shares of 1p each in
the capital of the
Company
(the “
Ordinary Shares
”) and
to grant rights to subscribe for or to convert any security
into Ordinary Shares (together the “
Securities
”) up to an
aggregate nominal amount of £134,906 (equivalent to
13,490,619 Ordinary Shares representing approximately
10% of the aggregate nominal amount of the issued
Ordinary Share capital, excluding any treasury shares
of the
Company
at the date of this notice) provided that
this authority shall (unless previously revoked) expire at
the conclusion of the next Annual General Meeting of the
Company
to be held in 2024, but the
Company
shall be
entitled to make offers or agreements before the expiry of
this authority which would or might require Securities to
be allotted after such expiry and the Directors may allot
such Securities pursuant to any such offer or agreement
as if the power conferred hereby had not expired.
12.
That, in addition to resolution 11 above and in addition to
the authority granted under resolution 11 above and all
existing authorities, the Directors of the
Company
be and
they are hereby generally and unconditionally authorised
pursuant to Section 551 of the
Act
, to exercise all the
powers of the
Company
to allot Ordinary Shares and to
grant rights to subscribe for or to convert any security into
Ordinary Shares (together the “
Securities
”) up to a further
aggregate nominal amount of £134,906 equivalent to
13,490,619 Ordinary Shares representing approximately
a further 10% of the aggregate nominal amount of the
issued Ordinary Share capital, excluding any treasury
shares, of the
Company
at the date of this notice) provided
that this authority shall (unless previously revoked) expire
at the conclusion of the next Annual General Meeting of
the
Company
to be held in 2024, but the
Company
shall
be entitled to make offers or agreements before the expiry
of this authority which would or might require Securities
to be allotted after such expiry and the Directors may allot
such Securities pursuant to any such offer or agreement
as if the power conferred hereby had not expired.
Special resolutions
13.
That, subject to the passing of resolution 11 above and
in addition to all existing authorities, the Directors of the
Company
be and are hereby empowered pursuant to
Sections 570 and 573 of the
Act
to allot equity securities
(as defined in Section 560 of the
Act
) pursuant to the
authority granted in resolution 11 above, and to sell
equity securities held by the
Company
as treasury
shares (as defined in Section 724 of the
Act
) for cash,
as if Section 561(1) of the
Act
did not apply to any such
allotments and sales of equity securities, provided that
this authority:
(a)
shall expire at the conclusion of the next Annual
General Meeting of the
Company
to be held in
2024, except that the
Company
may before such
expiry make offers or agreements which would or
might require equity securities to be allotted or sold
after such expiry and notwithstanding such expiry
the Directors may allot and sell equity securities in
pursuance of such offers or agreements;
(b)
shall be limited to the allotment of equity securities
and/or sale of equity securities held in treasury
for cash up to an aggregate nominal amount of
£134,906 (equivalent to 13,490,619 Ordinary
Shares representing approximately 10% of the
Notice of annual general meeting
Section 6: Notice of annual general meeting
141
aggregate nominal amount of the issued Ordinary
Share capital, excluding treasury shares of the
Company
at the date of this notice); and
(c)
shall be limited to the allotment of equity securities
and/or the sale of equity securities held in treasury
at a price of not less than the net asset value per
Ordinary Share as close as practicable to the
allotment or sale.
14.
That, subject to the passing of resolution 12 above and
in addition to any authority granted under resolution 13
above and all existing authorities, the Directors of the
Company
be and are hereby empowered pursuant to
Sections 570 and 573 of the
Act
to allot equity securities
(as defined in Section 560 of the
Act
) pursuant to the
authority granted in resolution 12 above, and to sell
equity securities held by the
Company
as treasury
shares (as defined in Section 724 of the
Act
) for cash,
as if Section 561(1) of the
Act
did not apply to any such
allotments and sales of equity securities, provided that
this authority:
(a)
shall expire at the conclusion of the next Annual
General Meeting of the
Company
to be held in
2024, except that the
Company
may before such
expiry make offers or agreements which would or
might require equity securities to be allotted or sold
after such expiry and notwithstanding such expiry
the Directors may allot and sell equity securities in
pursuance of such offers or agreements;
(b)
shall be limited to the allotment of equity securities
and/or sale of equity securities held in treasury
for cash up to an aggregate nominal amount of
£134,906 (equivalent to 13,490,619 Ordinary
Shares representing approximately 10% of the
aggregate nominal amount of the issued Ordinary
Share capital, excluding treasury shares of the
Company
as at 30 January 2023; and
(c)
shall be limited to the allotment of equity securities
and/or the sale of equity securities held in treasury
at a price of not less than the net asset value per
Ordinary Share as close as practicable to the
allotment or sale.
15.
That, in substitution for the
Company’s
existing authority
to make market purchases of Ordinary Shares, the
Company
be and is hereby generally and, subject as
hereinafter appears, unconditionally authorised in
accordance with Section 701 of the
Act
to make market
purchases of Ordinary Shares (within the meaning of
Section 693 of the
Act
) provided that:
(a)
the maximum number of Ordinary Shares hereby
authorised to be purchased shall be 20,222,438
or, if less, that number of Ordinary Shares which is
equal to 14.99% of the
Company’s
issued Ordinary
Share capital (excluding any treasury shares) at the
date of the Annual General Meeting;
(b)
the minimum price (exclusive of expenses) which
may be paid for any such Ordinary Share shall be 1p
being the nominal value per Ordinary Share;
(c)
the maximum price (exclusive of expenses) which
may be paid for any such Ordinary Share shall be
no more than the higher of (i) an amount equal
to 105% of the average of the middle market
quotations of an Ordinary Share
taken from the
London Stock Exchange Daily Official List
for the
five
business days prior to the day on which the
market purchase is made and (ii) an amount equal
to the higher of the price quoted for (a) the last
independent trade of; and (b) the highest current
independent bid for, any number of Ordinary Shares
on the trading venue where the purchase is carried
out; and
(d)
unless renewed varied or revoked by the
Company
in general meeting, the authority hereby conferred
shall expire at the conclusion of the Annual General
Meeting of the
Company
to be held in 2024 save
that the
Company
may, prior to such expiry, enter
into a contract to purchase Ordinary Shares under
the authority hereby conferred and may make a
purchase of Ordinary Shares pursuant to any such
contract notwithstanding such expiry.
All Ordinary Shares purchased pursuant to the above
authority shall be either:
(a)
cancelled immediately on completion of the
purchase; or
(b)
held, sold, transferred or otherwise dealt with as
treasury shares in accordance with the provisions of
the
Act
.
16.
That, the period of notice required for general meetings
of the
Company
(other than Annual General Meetings)
shall be not less than 14 clear days’ notice.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
1 February 2023
Registered Office:
12 Throgmorton Avenue
London EC2N 2DL
142
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Notes:
1.
A member entitled to attend and vote at the meeting
convened by the above Notice is also entitled to appoint
one or more proxies to exercise all or any of the rights of the
member to attend, speak and vote in his place. A proxy need
not be a member of the Company. If a member appoints more
than one proxy to attend the meeting, each proxy must be
appointed to exercise the rights attached to a different share
or shares held by the member.
2.
To appoint a proxy you may use the Form of Proxy enclosed
with this Notice of Annual General Meeting. To be valid, the
Form of Proxy, together with the power of attorney or other
authority (if any) under which it is signed or a notarially
certified or office copy of the same, must be completed
and returned to the office of the Company’s registrar
in accordance with the instructions thereon as soon as
possible and in any event by not later than 12.00 noon on
9 March 2023 (Saturdays, Sundays and public holidays
excepted). Amended instructions must also be received
by the Company’s registrar by the deadline for receipt of
forms of proxy. Alternatively you can vote or appoint a proxy
electronically by visiting eproxyappointment.com. You will
be asked to enter the Control Number, the Shareholder
Reference Number and PIN which are printed on the Form
of Proxy. The latest time for the submission of proxy votes
electronically is 12.00 noon on 9 March 2023 (Saturdays,
Sundays and public holidays excepted).
3.
Proxymity Voting – if you are an institutional investor
you may also be able to appoint a proxy electronically
via the Proxymity platform, a process which has been
agreed by the Company and approved by the Registrar.
For further information regarding Proxymity, please go to
www.proxymity.io. Your proxy must be lodged by 12.00 noon
on 9 March 2023 in order to be considered valid. Before you
can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is
important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of
your proxy.
4.
Completion and return of the Form of Proxy will not prevent a
member from attending the meeting and voting in person.
5.
Any person receiving a copy of this Notice as a person
nominated by a member to enjoy information rights under
Section 146 of the Companies Act 2006 (a Nominated
Person) should note that the provisions in notes 1 and 2
above concerning the appointment of a proxy or proxies to
attend the meeting in place of a member, do not apply to a
Nominated Person as only ordinary shareholders have the
right to appoint a proxy. However, a Nominated Person may
have a right under an agreement between the Nominated
Person and the member by whom he or she was nominated
to be appointed, or to have someone else appointed, as proxy
for the meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may
have a right under such agreement to give instructions to the
member as to the exercise of voting rights at the meeting.
6.
Nominated Persons should also remember that their main
point of contact in terms of their investment in the Company
remains the member who nominated the Nominated Person
to enjoy the information rights (or perhaps the custodian
or broker who administers the investment on their behalf).
Nominated Persons should continue to contact that member,
custodian or broker (and not the Company) regarding any
changes or queries relating to the Nominated Person’s
personal details and interest in the Company (including any
administrative matter). The only exception to this is where the
Company expressly requests a response from the Nominated
Person.
7.
Pursuant to regulation 41 of the Uncertificated Securities
Regulations 2001, only ordinary shareholders registered in
the register of members of the Company by not later than
6.00 p.m. two days prior to the time fixed for the meeting
shall be entitled to attend and vote at the meeting in respect
of the number of ordinary shares registered in their name
at such time. If the meeting is adjourned, the time by which
a person must be entered on the register of members of the
Company in order to have the right to attend and vote at the
adjourned meeting is 6.00 p.m. two days prior to the time of
adjournment. Changes to the register of members after the
relevant times shall be disregarded in determining the rights
of any person to attend and vote at the meeting.
8.
In the case of joint holders, the vote of the senior holder
who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the other joint
holders and, for this purpose, seniority will be determined
by the order in which the names stand in the register of
members of the Company in respect of the relevant joint
holding.
9.
Shareholders who hold their ordinary shares electronically
may submit their votes through CREST, by submitting the
appropriate and authenticated CREST message so as to be
received by the Company’s registrar not later than 48 hours
before the start of the meeting (excluding non-working days).
Instructions on how to vote through CREST can be found
by accessing the following website: euroclear.com/CREST.
Shareholders are advised that CREST and the internet are the
only methods by which completed proxies can be submitted
electronically.
10.
If you are a CREST system user (including a CREST personal
member) you can appoint one or more proxies or give an
instruction to a proxy by having an appropriate CREST
message transmitted. To appoint one or more proxies or to
give an instruction to a proxy (whether previously appointed
or otherwise) via the CREST system, CREST messages must
be received by Computershare (ID number 3RA50) not later
than 48 hours before the time appointed for holding the
meeting (excluding non-working days). For this purpose, the
time of receipt will be taken to be the time (as determined
by the timestamp generated by the CREST system) from
which Computershare is able to retrieve the message. CREST
personal members or other CREST sponsored members
should contact their CREST sponsor for assistance with
appointing proxies via CREST. For further information on
CREST procedures, limitations and system timings please
refer to the CREST manual. The Company may treat as invalid
a proxy appointment sent by CREST in the circumstances set
out in Regulation 35(5)(a) of The Uncertificated Securities
Regulations 2001.
11.
If the Chairman, as a result of any proxy appointments,
is given discretion as to how the votes subject of those
proxies are cast and the voting rights in respect of those
discretionary proxies, when added to the interest in the
Company’s securities already held by the Chairman, result
in the Chairman holding such number of voting rights
that he has a notifiable obligation under the Disclosure
Guidance and Transparency Rules, the Chairman will make
the necessary notifications to the Company and the Financial
Conduct Authority. As a result, any member holding 3%
or more of the voting rights in the Company, who grants
the Chairman a discretionary proxy in respect of some or
all of those voting rights and so would otherwise have a
notification obligation under the Disclosure Guidance and
Transparency Rules, need not make a separate notification to
the Company and the Financial Conduct Authority.
Notice of annual general meeting
continued
Section 6: Notice of annual general meeting
143
12.
Any questions relevant to the business of the meeting may
be asked at the meeting by anyone permitted to speak at the
meeting. A shareholder may alternatively submit a question
in advance by a letter addressed to the Company Secretary
at the Company’s registered office. Under Section 319A of
the Companies Act 2006, the Company must answer any
question a shareholder asks relating to the business being
dealt with at the meeting, unless (i) answering the question
would interfere unduly with the preparation for the meeting
or involve the disclosure of confidential information; (ii) the
answer had already been given on a website in the form of an
answer to a question; or (iii) it is undesirable in the interests
of the Company or the good order of the meeting that the
question be answered.
13.
Any corporation which is a member can appoint one or
more corporate representatives who may exercise on its
behalf all of its powers as a member provided that, if it
is appointing more than one corporate representative, it
does not do so in relation to the same shares. It is therefore
no longer necessary to nominate a designated corporate
representative.
14.
Under Section 527 of the Companies Act 2006, members
meeting the threshold requirements set out in that section
have the right to require the Company to publish on a website
a statement setting out any matter relating to:
(i)
the audit of the Company’s accounts (including the
Auditor’s report and the conduct of the audit) that are
laid before the meeting; or
(ii)
any circumstance connected with an auditor of the
Company ceasing to hold office since the previous
meeting at which annual accounts and reports were laid
in accordance with Section 437 of the Companies Act
2006.
The Company may not require the members requesting such
website publication to pay its expenses in complying with
Sections 527 or 528 of the Companies Act 2006. Where the
Company is required to place a statement on a website under
Section 527 of the Companies Act 2006, it must forward the
statement to the Company’s Auditor not later than the time
when it makes the statement available on the website. The
business which may be dealt with at the meeting includes
any statement that the Company has been required under
Section 527 of the Companies Act 2006 to publish on a
website.
15.
Under Sections 338 and 338A of the Companies Act 2006,
members meeting the threshold requirements in those
sections have the right to require the Company:
(i)
to give, to members of the Company entitled to receive
notice of the meeting, notice of a resolution which may
properly be moved and is intended to be moved at the
meeting; and/or
(ii)
to include in the business to be dealt with at the meeting
any matter (other than a proposed resolution) which may
be properly included in the business.
A resolution may properly be moved or a matter may properly
be included in the business unless:
(a)
(in the case of a resolution only) it would, if passed, be
ineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise);
(b)
it is defamatory of any person; or
(c)
it is frivolous or vexatious.
Such a request may be in hard copy form or in electronic
form, and must identify the resolution of which notice is to
be given or the matter to be included in the business, must
be authorised by the person or persons making it, must be
received by the Company not later than on 6 February 2023,
being the date
five
clear weeks before the meeting, and (in
the case of a matter to be included in the business only) must
be accompanied by a statement setting out the grounds for
the request.
16.
As at 30 January 2023 (being the last practicable date prior
to the publication of this Notice of Annual General Meeting),
the Company’s issued share capital consisted of 134,906,194
ordinary shares of 1p each. Each ordinary share carries the
right to one vote and therefore the total voting rights in the
Company as at 30 January 2023 are 134,906,194.
17.
Further information regarding the meeting which the
Company is required by Section 311A of the Companies
Act 2006 to publish on a website in advance of the meeting
(including this Notice), can be accessed at blackrock.com/
uk/beri.
18.
No service contracts exist between the Company and any of
the Directors, who hold office in accordance with letters of
appointment and the Articles of Association.
144
BlackRock Energy and Resources Income Trust plc
l
Annual Report and Financial Statements 30 November 2022
Be ScamSmart
Investment scams are designed
to look like genuine investments
Spot the warning signs
Have you been:
contacted out of the blue
promised tempting returns and told the investment is safe
called repeatedly, or
told the offer is only available for a limited time?
If so, you might have been contacted by fraudsters.
Avoid investment fraud
Reject cold calls
Check the FCA Warning List
Get impartial advice
you hand over any money. Seek advice from someone
Report a scam
Find out more at
www.fca.org.uk/scamsmart
1
2
3
Remember: if it sounds too good to
be true, it probably is!
The FCA Warning List is a list of firms and individuals we
know are operating without our authorisation.
If you’ve received unsolicited contact about an investment
opportunity, chances are it’s a high risk investment or a
scam. You should treat the call with extreme caution.
The safest thing to do is to hang up.
If you suspect that you have been approached by
fraudsters please tell the FCA using the reporting form at
www.fca.org.uk/consumers.
You can also call the
FCA Consumer Helpline on
0800 111 6768
If you have lost money to investment fraud, you should
report it to Action Fraud on 0300 123 2040 or online at
www.actionfraud.police.uk
SGN001
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