BlackRock
Latin American
Investment Trust plc
Annual Report and Financial Statements 31 December 2022
Latin America was the only region globally to end 2022 in positive territory, gaining +8.9%. Within the region, recent
FIFA World Cup winner Argentina was the top performing country for the 12 months ending 31 December 2022,
gaining +35.9%.
Image shows crowds celebrating Argentina’s world cup success on the streets of Mar del Plata.
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Financial
highlights
as at 31 December 2022
502.95c
NAV per ordinary share with
dividends reinvested
+6.6%
1,2
38.87c
Total dividends per ordinary
share
+41.0%
4
41.48c
Revenue profit per ordinary
share
+58.9%
457.10c
3
Ordinary share price with
dividends reinvested
+4.7%
1,2
8.5%
1,5
Dividend yield
The above financial highlights are at 31 December 2022 and percentage comparisons are year-on-year
against 31 December 2021.
1
Alternative Performance Measures, see Glossary.
2
All calculations in US Dollars with dividends reinvested.
3
Mid-market price.
4
Dividends declared in respect of the financial year to 31 December 2022 of 38.87 cents per share
compared to dividends declared in respect of the financial year to 31 December 2021 of 27.56 cents
per share.
5
Yield calculated based on four quarterly dividends and special dividend for the year ended 31 December
2022 of 38.87 cents per share and the share price as at 31 December 2022 of 457.10 cents.
Section 1: Overview and performance
1
Why BlackRock Latin
American Investment
Trust plc?
Investment objective
The Company’s objective is to secure long term capital growth and an attractive total
return primarily through investing in quoted securities in Latin America.
Investment approach
The Board strongly believes
that our closed-end structure
is the most appropriate for
active equity investment in
Latin America and its
well
-
known advantages are the
major factors differentiating
us from our many open-ended
competitors. As a closed-end
company we are able to adopt
a longer term investment
horizon, and therefore may,
when appropriate, have a
higher proportion of less liquid
mid and smaller capitalisation
companies than comparable
open-ended funds.
BlackRock Fund Managers
Limited (the Manager) is
encouraged to consider
appropriate investments in
Latin American companies
outside the index.
As an actively managed fund
our primary aims over the
medium term are significant
outperformance of our
benchmark index (the MSCI
Emerging Markets Latin
America Index (Net Return))
and most of our competitors
on a risk adjusted basis. Our
portfolio and performance will
diverge from the returns
obtained simply by investing
in the index.
The portfolio will be chosen
from a spread of companies
which are listed in, or whose
main activities are in, Latin
America.
The Board actively seeks to
maintain control over the level
and volatility of the discount
between share price and the
net asset value (NAV).
We will selectively employ
gearing with the aim of
enhancing returns. The Board
believes that 105% of NAV is
the neutral level of gearing
over the longer term and that
gearing should be used
actively in an approximate
range of plus or minus 10%
around this as measured at
the time that gearing is
instigated.
The Company pays a regular
quarterly dividend equivalent
to 1.25% of the Company’s
US Dollar NAV at the end of
each calendar quarter.
Details about the Company are available on the website at
www.blackrock.com/uk/brla
2
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Section 1: Overview and performance
3
Contents
Section 1: Overview and performance
Financial highlights
1
Why BlackRock Latin American Investment Trust plc?
2
Performance record
4
Chairman’s Statement
5
Investment Manager’s Report
11
Section 2: Portfolio
Ten largest investments
19
Portfolio of investments
20
Portfolio analysis
22
Environmental, Social and Governance issues and approach
23
Section 3: Governance
Governance structure
30
Directors’ biographies
31
Strategic Report
33
Directors’ Report
47
Directors’ Remuneration Report
54
Directors’ Remuneration Policy
57
Corporate Governance Statement
59
Report of the Audit Committee
65
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements
69
Section 4: Financial Statements
Independent Auditor’s report
72
Income Statement
79
Statement of Changes in Equity
80
Balance Sheet
81
Statement of Cash Flows
82
Notes to the Financial Statements
83
Section 5: Additional information
Shareholder information
102
Analysis of ordinary shareholders
105
Ten year record
106
Management and other service providers
107
AIFMD report on remuneration (unaudited)
108
Other AIFMD disclosures (unaudited)
112
Information to be disclosed in accordance with Listing Rule 9.8.4
113
Glossary
114
Section 6: Annual general meeting
Notice of annual general meeting
122
Share fraud warning
126
FRONT COVER:
Panama City, Panama
Panama’s largest airline and market leader in the Americas, Copa
Holdings, is an off benchmark holding by the Company.
Performance record
As at
As at
31 December
31 December
2022
2021
Net assets (US$’000)
1
148,111
194,838
Net asset value per ordinary share (US$ cents)
502.95
496.28
Ordinary share price (mid-market) (US$ cents)
2
457.10
461.19
Ordinary share price (mid-market) (pence)
380.00
340.50
Discount
3
9.1%
7.1%
Performance (with dividends reinvested)
Net asset value per share (US$ cents)
3
6.6%
–12.5%
Ordinary share price (mid-market) (US$ cents)
2,3
4.7%
–11.8%
Ordinary share price (mid-market) (pence)
3
18.0%
–11.0%
MSCI EM Latin America Index (net return, on a US Dollar basis)
4
8.9%
–8.1%
For the
For the
year ended
year ended
31 December
31 December
2022
2021
Change %
Revenue
Net profit after taxation (US$’000)
13,842
10,247
+35.1
Revenue profit per ordinary share (US$ cents)
41.48
26.10
+58.9
Dividends per ordinary share (US$ cents)
Quarter to 31 March
7.76
6.97
+11.3
Quarter to 30 June
5.74
7.82
–26.6
Quarter to 30 September
6.08
6.56
–7.3
Quarter to 31 December
6.29
6.21
+1.3
Special dividend
5
13.00
n/a
Total dividends paid and payable (US$ cents)
38.87
27.56
+41.0
Annual performance for the five years to 31 December 2022
Source: BlackRock.
1
The change in net assets reflects the portfolio movements during the year, the tender offer in the year and dividends paid.
2
Based on an exchange rate of US$1.20 to £1 at 31 December 2022 and US$1.35 to £1 at 31 December 2021.
3
Alternative Performance Measures, see Glossary on pages 114 to 118.
4
The Company’s performance benchmark (the MSCI EM Latin America Index) may be calculated on either a gross or a net return basis. Net return (NR) indices
calculate the reinvestment of dividends net of withholding taxes using the tax rates applicable to non-resident institutional investors, and hence give a lower total
return than indices where calculations are on a gross basis (which assumes that no withholding tax is suffered). As the Company is subject to withholding tax rates
for the majority of countries in which it invests, the NR basis is felt to be the most accurate, appropriate, consistent and fair comparison for the Company.
5
During the year, revenue earned by the Company was enhanced by a number of stock and special dividends, coupled with the effect of the tender offer reducing
the number of ordinary shares in issue post May 2022. In order to maintain investment trust status, which requires the distribution of 85% of the Company’s
revenue, the Board announced the payment of an additional dividend of 13.00 cents per ordinary share for the financial year to 31 December 2022.
Sources: BlackRock Investment Management (UK) Limited and Datastream.
Performance figures are calculated in US Dollar terms with dividends reinvested.
–15%
–10%
–5%
0%
5%
10%
15%
20%
25%
2022
2021
2020
2019
2018
Share price
NAV per share
MSCI EM Latin America Index (net basis)
4
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Section 1: Overview and performance
5
I am pleased to present the Annual
Report to shareholders for the year
ended 31 December 2022.
Market overview
Latin American equity markets were the
only region in the world to deliver
positive returns in 2022. As such, they
outperformed both developed markets
and the MSCI Emerging Markets
Indices, which were all negative for the
year under review, with the MSCI EM
Latin America Index up by 8.9% in
US Dollar terms, compared to a fall in
the MSCI Emerging Markets EMEA
Index of 28.3% in US Dollar terms and
a decline in the MSCI World Index of
18.1% in US Dollar terms. It was a
challenging year for global equity
markets due to the difficult global
macro-economic and geo-political
backdrop caused by Russia’s invasion of
Ukraine impacting global markets.
In spite of this the Board was pleased to
see our region showed its
defensiveness through its prudent
monetary and fiscal policy and market
recognition of its role as a primary
crucial raw material producer to the
world.
Performance
Against this backdrop, over the year
ended 31 December 2022 the
Company’s net asset value per share
rose by 6.6% over the year in US Dollar
terms (lagging the benchmark by
2.3 percentage points). The share price
rose by 4.7% in US Dollar terms (but
increased by 18.0% in Sterling terms).
The underperformance against the
benchmark was largely driven by stock
selection in Brazil, as tighter global
liquidity and a reduced risk appetite
drove valuations down for a number of
what your portfolio managers believe to
be quality, domestic growth stocks.
Another factor impacting the stock
performance of these quality, domestic
growth equities include the steep hiking
of local interest rates in Brazil. As a
result, the domestic Brazilian equity
market saw a great deal of redemptions
from local investment funds forcing
prices down in a somewhat
indiscriminate manner. We believe this
has created a degree of disconnect
between underlying bottom-up
fundamentals of Brazilian equities and
stock market valuations.
Additional information on the main
contributors to and detractors from
performance for the period under
review is given in the Investment
Manager’s Report on pages 11 to 14.
Gearing
The Board’s view is that 105% of NAV is
the neutral level of gearing over the
longer term and that gearing should be
used actively in an approximate range
of plus or minus 10% around this as
measured at the time that gearing is
instigated. The Board is pleased to note
that despite the high level of
uncertainty over the year that the
Managers have been bold and used
gearing actively with a low of 105.5% in
November 2022 and a high at 111.5%
Chairman’s Statement
Dear
Shareholder
Carolan Dobson
Chairman
6
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
in March 2022. Average gearing for the
year to 31 December 2022 was 108.7%.
Revenue return and
dividends
Total revenue return for the year was
41.48 cents per share (2021: 26.10
cents per share). The increase of 59%
was partially due to the increase of
special dividends received in 2022 from
the portfolio companies’ revenue
streams. Under the Company’s dividend
policy dividends are calculated and paid
quarterly, based on 1.25% of the
US Dollar NAV at close of business on
the last working day of March, June,
September and December respectively.
An additional special dividend of
13.00 cents per ordinary share for the
financial year to 31 December 2022
was declared alongside the fourth
quarterly dividend. The revenue earned
by the Company was enhanced by a
number of stock and special dividends,
coupled with the effect of the tender
offer reducing the number of shares in
issue post May 2022. It was necessary
to pay the special dividend to maintain
investment trust status which requires
the distribution of 85% of the
Company’s revenue.
Information in respect of the payment
timetable is set out in the Annual
Report and Financial Statements.
Dividends will be financed through
a combination of available net income
in each financial year and revenue and
capital reserves. The Company has
declared interim dividends totalling
38.87 cents per share in respect of the
year ended 31 December 2022 (2021:
27.56 cents per share) as detailed in the
table below; this represented a yield of
8.5% based on the Company’s share
price at 31 December 2022.
The dividends paid and declared by the
Company in 2022 have been funded
from current year revenue and brought
forward revenue reserves. As at
31 December 2022, a balance of
US$8,706,000 million remained in
revenue reserves, which is sufficient to
cover approximately four and a half
quarterly dividend payments at the
most recently declared dividend rate of
6.29 cents per share (excluding the
additional special dividend of
13.00 cents per share).
Dividends will be funded out of capital
reserves to the extent that current year
revenue and revenue reserves are
insufficient. The Board believes that
this removes pressure from the
investment managers to seek a higher
income yield from the underlying
portfolio itself which could detract from
total returns. The Board also believes
the Company’s dividend policy will
enhance demand for the Company’s
shares and help to narrow the
Company’s discount, whilst maintaining
the portfolio’s ability to generate
attractive total returns. It is promising
to note that since the dividend policy
was introduced in 2018, the Company’s
discount has narrowed from 14.9% as
at 1 July 2018 to 9.1% as at
31 December 2022.
ESG and Socially
Responsible Investment
As a Board we believe that good
Environmental, Social and Governance
(ESG) behaviour by the companies we
invest in is important to the long-term
financial success of our Company and
are very encouraged that ESG issues
are also increasingly at the forefront of
investors’ minds. The Latin American
economies are large producers to the
world of vital food, timber, minerals and
oil. These are all areas that are at the
forefront of modern concerns about
climate change, biodiversity and
proportionate and sustainable use of
land and ocean resources. The Board is
aware that there is significant room for
Dividends declared in respect of the year ended 31 December 2022
Dividend
Pay date
Quarter to 31 March 2022
7.76 cents
16 May 2022
Quarter to 30 June 2022
5.74 cents
12 August 2022
Quarter to 30 September 2022
6.08 cents
9 November 2022
Quarter to 31 December 2022
1
19.29 cents
8 February 2023
Total
38.87 cents
1
Quarter to 31 December 2022 includes an additional special dividend of 13.00 cents.
Latin American
equity markets
were the only
region in the world
to deliver positive
returns in 2022
outperforming both
developed markets
and the MSCI
Emerging Markets
Indices
Section 1: Overview and performance
7
improvement in terms of disclosure and
adherence to global best practices for
many corporates throughout the
Emerging Markets
2
area and the Latin
American region is no exception to this.
The Board is also aware that as a whole
the region lags global peers when it
comes to ESG best practices.
The Board receives regular reporting
from the Portfolio Managers on ESG
matters and extensive analysis of our
portfolio’s ESG footprint and actively
engages with the Portfolio Managers to
discuss when significant engagement
may be required with the management
teams of our Company’s portfolio
holdings. The Portfolio Managers are
supported by the extensive ESG
resources within BlackRock and devote
a considerable amount of time to
understanding the ESG risks and
opportunities facing companies and
industries in the portfolio. While the
Company has not adopted an ESG
investment strategy or exclusionary
screens, consideration of ESG analytics,
data and insights is integrated into the
investment process when weighing up
the risk and reward benefits of
investment decisions. More information
in relation to BlackRock’s approach to
ESG integration can be found on
page 25.
The Board believes that communication
and engagement with portfolio
companies can lead to better outcomes
for shareholders and the environment
than merely excluding investment in
certain areas. It is encouraged by the
progress made through BlackRock’s
company engagement to encourage
sound corporate governance
frameworks that promote strong
leadership by boards of directors and
good management practices
contributing to a better outcome for all
stakeholders. More information in
respect of our approach to ESG can be
found on pages 23 to 26.
Performance triggered
tender offer
Your Company’s Directors have always
recognised that our role is to act in the
best interests of all our shareholders.
We have regularly consulted with our
major shareholders to understand their
objectives and used their input to guide
our strategy and policies. We note their
desire for the Company to continue with
its existing investment policy and the
overwhelming shareholder support for
the vote on the continuation of the
Company at the AGM in May 2022. We
also recognise that it is in the long-term
interests of shareholders that shares do
not trade at a significant discount to
their prevailing NAV and to this end, the
Board put in place a discount control
mechanism covering the four years to
31 December 2021 to offer a tender for
up to 24.99% of shares in issue to the
extent that certain performance and
average discount targets over the
four year period to 31 December 2021
were not met (more detail on the
performance and discount targets and
the tender mechanism for the period to
31 December 2021 can be found in the
Company’s Annual Report for the year
to 31 December 2021 on pages 7
and 8). This resulted in a tender offer for
24.99% of the Company’s shares being
put to shareholders for approval at a
General Meeting held on 19 May 2022
and subsequently implemented as
summarised below.
A total of 22,844,851 shares were
validly tendered under the tender offer,
representing approximately 58.2% of
the Company’s issued share capital,
excluding shares held in treasury. As
the offer was oversubscribed, it was
scaled back and eligible shareholders
who validly tendered shares in excess of
their basic entitlement of 24.99% had
their basic entitlement satisfied in full
plus approximately 19.71% of the
excess amount they tendered, in
accordance with the process described
in the tender circular published on
5 April 2022. In total, 9,810,979 shares
(representing 24.99% of the eligible
share capital) were repurchased by the
Company and subsequently cancelled.
The price at which tendered shares were
repurchased was equal to 98% of the
Net Asset Value per share as at a
calculation date of 20 May 2022, as
adjusted for the estimated related
portfolio realisation costs per tendered
share, and amounted to 417.09 pence
per share. Tender proceeds were paid to
shareholders on 26 May 2022.
We believe the
longer term
fundamentals are
much better in
emerging markets
than in developed
markets, especially
in Latin America
2
Emerging Markets in this respect represented by the MSCI Emerging Markets Index.
8
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Discount management and
new discount control
mechanism
The Board remains committed to taking
appropriate action to ensure that the
Company’s shares do not trade at a
significant discount to their prevailing
NAV and have sought to reduce
discount volatility by offering
shareholders a new discount control
mechanism covering the four years to
31 December 2025. This mechanism
will offer shareholders a tender for
24.99% of the shares in issue excluding
treasury shares (at a tender price
reflecting the latest cum-income NAV
less 2% and related portfolio realisation
costs) in the event that the continuation
vote to be put to the Company’s AGM in
2026 is approved, where either of the
following conditions have been met:
(i)
the annualised total NAV return of
the Company does not exceed the
annualised benchmark index (being
the MSCI EM Latin America Index)
US Dollar (net return) by more than
50 basis points over the four year
period from 1 January 2022 to
31 December 2025 (the Calculation
Period); or
(ii)
the average daily discount to the
cum-income NAV exceeds 12% as
calculated with reference to the
trading of the shares over the
Calculation Period.
In respect of the above conditions, the
Company’s total NAV return on a
US Dollar basis for the year ended
31 December 2022 was +6.6%,
underperforming the benchmark return
of +8.9% over the year by
2.3 percentage points. The cum-income
discount of the Company’s ordinary
shares has averaged 8.9% for the year
ending 31 December 2022.
Other than the shares repurchased
under the tender offer implemented in
May 2022, the Company has not
bought back any shares during the year
ended 31 December 2022 and up to the
date of publication of this report (no
shares were bought back in the year to
31 December 2021).
Change of portfolio manager
As announced on 9 September 2022,
Sam Vecht, who has co-managed the
portfolio alongside Ed Kuczma since
December 2018, became the lead
portfolio manager of the Company with
Mr Kuczma stepping down from his
role. Christoph Brinkmann has been
appointed as deputy portfolio manager.
Mr Vecht is a Managing Director in
BlackRock’s Global Emerging Markets
Equities team and has extensive Latin
American experience in the investment
trust sector, having managed a number
of UK investment trusts since 2004. He
has also been portfolio manager for the
BlackRock Emerging Markets Equity
Strategies Fund since September 2015,
and the BlackRock Frontiers Investment
Trust plc since 2010, both of which have
invested in the Latin American region
since launch.
Mr Brinkmann, a Vice President in the
Global Emerging Markets Equities
Team, has covered multiple sectors and
countries across the Latin American
region. He joined BlackRock in 2015
after graduating from the University of
Cologne with a Masters in Finance and
a CEMS Masters in International
Management.
Mr Vecht and Mr Brinkmann are
supported by the extensive resources
and significant expertise of BlackRock’s
Global Emerging Market team which
has a proven track record in emerging
market equities. The team is made up of
c.40 investment professionals
researching over 1,000 companies
across the global emerging markets
universe inclusive of Latin America.
Your Board notes that Mr Vecht’s new
role as lead portfolio manager provides
continuity for the Company and
welcomes the addition of Mr Brinkmann
to the team as deputy portfolio
manager. The Board are grateful to
Mr Kuczma for his commitment and
contribution to the Company and wish
him well in his future endeavours.
Board composition
As previously advised in last year’s
Annual Report, Professor Doctor has
indicated that she will not seek
re-election at the 2023 AGM. The Board
wishes to thank Professor Doctor for her
many years of excellent service, we wish
her the best for the future.
Annual General Meeting
The Company’s Annual General
Meeting will be held in person at the
offices of BlackRock at 12 Throgmorton
Avenue, London EC2N 2DL on Monday,
22 May 2023 at 12.00 noon. Details of
the business of the meeting are set out
in the Notice of Annual General Meeting
on pages 122 to 125.
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; a buffet lunch will be made
available to shareholders who have
attended the AGM.
Outlook
The end of years of government and
central banks creating ultra low interest
rates, heavily intervening in the bond
markets and creating excess money was
never likely to be smooth. Sharp
adjustments in specific areas are
starting to emerge such as UK pensions
Liability Driven Investing (LDI)
problems in September 2022 and the
collapse of US banks such as SVB in
March 2023. It would be unduly
optimistic not to expect more problems
to suddenly emerge. Despite the fact
that central banks in Latin America
have not pursued these monetary
policies, Latin America could remain
vulnerable to getting caught in a fallout
of repricing of risk globally. However, we
believe once this adjustment is behind
us the longer term fundamentals are
much better in emerging markets than
in developed markets, especially in
Latin America. Central banks in the
region have been ahead of the curve
during this tightening cycle and most
countries in the region are now offering
some of the highest real interest rates
in the world.
The region is rich in natural resources,
including fossil fuels of crude oil and
natural gas, creating favourable supply
and demand dynamics. It is also a major
source of copper and lithium, critical
materials for the green energy revolution.
With the removal of Russia from western
supply chains, the importance of Latin
America in these markets has increased.
The post COVID-19 trend for companies
to move away from off-shoring
(especially in China) to near-shoring
should also benefit the Latin American
region and your Board believes Mexico
will continue to be an even stronger
global beneficiary of new marginal
foreign direct investment flows.
Carolan Dobson
Chairman
29 March 2023
Section 1: Overview and performance
9
Brazilian stock exchange B3 was amongst the top performers for the period under review.
PHOTO COURTESY OF B3
Section 1: Overview and performance
11
Investment
Manager’s
Report
Sam Vecht
Christoph
Brinkmann
Market overview
Latin America performed well in 2022 and was the only region globally to end the
year in positive territory, the MSCI EM Latin America Index gaining +8.9%. For
reference the MSCI Emerging Markets Index was down –20.1% with MSCI Asia
Pacific ex-Japan retracing –17.5% and the MSCI Emerging Markets EMEA Index
losing –28.3%. The region also significantly outpaced the MSCI USA Index, down
–19.8% , and Developed Market equities, as represented by the MSCI World Index,
down –18.1%.
The first half of the year was turbulent driven by external macro conditions.
Latin America
1
surged +27.3% in the first quarter as the commodity rich region
benefitted from a spike in prices caused by Russia’s invasion of Ukraine as
capacity was taken offline and supply chains were materially disrupted. The
resulting improvements in the current account, due to higher exports, paired
with already attractive interest rates benefitted both currency and bond markets.
Whilst domestically, politics dominated the headlines with legislative and primaries
elections in Colombia, impeachment rejection in Peru and a new constitution
moving forward in Chile, it was not enough to derail stronger macro factors.
However, the region retracted –21.9%
1
in the second quarter as equities priced in
falling commodity demand and growing fears of a global recession. The pessimism
1
As represented by the MSCI EM Latin America Index.
12
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
was also felt in the currencies, as the
Chilean Peso, Brazilian Real and
Colombian Peso were some of the worst
performers across emerging markets.
The second half of the year saw slightly
less volatile returns for the region, with
all markets except for Colombia gaining
in the last six months of the year. Brazil
fared well into October as inflation
showed signs of peaking with investors
anticipating an easing of monetary
policy. However, the presidential
election and subsequent uncertainty
surrounding Lula’s cabinet and future
fiscal policy put pressure on the market
into the year-end. Colombia and Chile
also remained affected by politics.
Whilst generally viewed as a more
positive outcome, the latter market still
pulled back following a rejection in the
September 4th referendum of a new
constitution. Argentina was a standout
performer in second half of the year,
supported by newly appointed Finance
Minister Massa signalling that the
country would not seek to alter the
goals already set with the IMF.
Argentina was the top performing
market in the region for the 12 months
ending 31 December 2022, gaining
+35.9%, Chile +19.4%, Brazil +14.2%,
and Peru +9.4% ended in positive
territory, whilst Mexico fell –2.0% and
Colombia –6.0% lagged but still did
considerably better than almost all
developed and emerging markets
outside the region
1
.
Performance review and
positioning
The Company underperformed its
benchmark over the 12 month period
ended 31 December 2022, returning
+6.6% in NAV terms. Over the same
time horizon, the Company’s
benchmark, the MSCI Latin America
Index, returned +8.9% on net basis in
US Dollar terms.
Stock selection in Mexico and having
very limited exposure to Colombia
throughout the year contributed to
relative returns. Brazil and Chile were
the largest detractors on a relative basis
Mexican beverage and retail company FEMSA was a notable contributor, assisted by strong earnings
from its Oxxo convenience store chain.
1
Source: Bloomberg. As of December 2022. All
performance figures are the local MSCI indexes
in USD on a net basis.
Section 1: Overview and performance
13
Real rates are
significantly
positive in Brazil as
the country is
farthest along in
the rate rising cycle,
setting up a positive
outlook for the
equity market as
rates peak.
due to stock positioning. At the sector
level, Consumer Staples and Real
Estate exposure performed well, whilst
Health Care, Materials and IT weighed
on returns.
Overweight positions in Brazilian
financials such as stock exchange,
B3
,
and insurer,
BB Seguridade
, were
amongst the period’s top performers as
inflation in Brazil appeared to be
peaking, and investors began to
anticipate an inflection in interest rates.
Staples exposure across the region also
contributed to relative returns, adding
resiliency to the portfolio throughout
the year. Mexican beverage name,
FEMSA
, was amongst the largest
contributors, supported by their Oxxo
convenience store chain showing
strong earnings and revenue growth in
their same-store sales. Brazilian cash
and carry outlet,
Assai
, also performed
well and is a great example of cheap,
quality earnings growth from a
management team that has delivered.
Elsewhere, off-benchmark exposure to
Mexican real estate company,
Corporacion Inmobiliaria Vesta
,
helped the Company, supported by
attractive demand dynamics for
industrial warehousing on the back of
near-shoring of supply chains
benefitting Mexican property
developers.
Grupo Financiero Banorte
,
our preferred financials exposure in
Mexico, did well throughout the period,
and the stock was further supported in
the fourth quarter by an announcement
that they will no longer be bidding for
Citi’s Banamex unit, which should pave
the way for higher dividends. Also in the
latter half of the year, travel-related
names such as Mexican airport
operator,
Grupo Aeroportuario del
Pacifico
, and regional, low-cost carrier,
Copa Holdings
, contributed to
performance as tourism and business
travel rebounded.
An off-benchmark position in Argentine
IT and software developer,
Globant
,
weighed heavily on returns as global
markets rotated away from growth
stocks. An overweight in Mexican
cement company,
Cemex
, also hurt
returns as profitability was temporarily
hit by rising energy costs due to the
lagging nature of cement price
increases. In Brazil, health care service
provider,
Hapvida Participacoes
, was
the period’s largest detractor, as the
company continues to face a tough
operating environment due to high
medical usage and continued cost
pressures. In addition, the merger with
Intermedica is proving more complex
than anticipated. Adding exposure to
XP
in the back end of the year weighed
on performance due in part to weaker
domestic sentiment related to the fiscal
policy uncertainty in the fourth quarter.
Expectations of higher rates remaining
for a longer period, has resulted in
continued retail preference for fixed
income over equities, putting pressure
on asset managers like
XP
, given lower
fees associated with those products.
On the commodity side, a persistent
underweight to Chilean miner,
SQM
,
was a drag on returns as lithium prices
remained elevated for much of the year,
and an underweight to
Vale
also
detracted as the stock remained
resilient despite weaker volumes
outlook.
During the period we added
significantly to Brazil, and trimmed
positions in Mexico, whilst remaining
overweight. We added to Brazilian
brewing company,
AmBev
, as we
believe the stock is trading at attractive
valuations while the company focuses
on premiumization, innovation and
diversification to bring new consumers
on board and strengthen its brands.
Despite underperformance we added to
our position in health care insurer,
Hapvida Participacoes
, where the
market seems too focused on the
short-term environment for the sector
and is forgetting about the much
brighter outlook for the name in 2023
and 2024 as medical loss ratios should
trend down and merger synergies will
come through. We have added to higher
conviction consumer-related ideas,
such as supermarket chain,
Assai
, and
clothing retailer,
Arezzo Industria
e Comercio SA
, after the team visited
stores and spoke to multiple
competitors while travelling to Brazil
in November. In our view, domestic
cyclicals continue to look attractive
in light of the anticipated decline in
interest rates over the next
12-18 months.
On the other hand, we sold our position
in Brazilian food processing company,
Marfrig
, as we see signs of the cattle
cycle turning for next few years leading
to downside in margin expectations. In
Mexico we reduced exposure to
telecommunications company,
América
Movil
, following strong relative
performance on the back of
deleveraging efforts. We also reduced
exposure to
Walmex
, given a preference
for
FEMSA
in the staples space,
particularly given a strong operating
environment for its core convenience
store business Oxxo. Elsewhere, we
exited Chilean retail platform,
Falabella
,
as we expect suboptimal returns
following excessive investment. More
broadly, we reduced the number of
stocks in Brazil, selling names which
ranked at the lower end of our
conviction spectrum. Examples of
stocks exiting the fund included
Brazilian small-caps
Santos
(port
operator) and
Afya
(online education),
which had the added benefit of
improving the liquidity profile of the
portfolio.
The Company ended the period
leveraged, given our highly positive
outlook and was overweight Brazil
and Mexico, while maintaining
off-benchmark exposure to Argentina
and Panama. We are underweight
Colombia, Chile and Peru. At the sector
level, we are overweight real estate and
financials, while being most
underweight materials and utilities.
Outlook
We continue to believe that global
interest rates need to rise from here and
global liquidity will tighten somewhat
as central banks fight to bring inflation
down. While markets have adjusted
somewhat in our view the risk of further
downside risk to global markets is still
there. We maintain this view even as
several lead indicators of goods
inflation look to have peaked out and
are retracing. However, the larger issue
in our view remains excess broad
money creation in western markets
which needs time to correct.
From this lens, Latin America could
remain vulnerable to getting caught in
a fall out of repricing of risk globally.
However, we believe once this
adjustment is behind us the longer term
fundamentals are much better in
emerging markets than in developed
markets, especially in Latin America.
Central banks in the region have been
ahead of the curve during this
tightening cycle and most countries in
the region are now offering some of the
highest real interest rates in the world.
Chile is a standout case with rates now
at some of the highest observed levels
over the past 25 years. Similarly, rates in
Colombia have not been this high since
2008. This is a very different backdrop
to developed markets, where central
banks are earlier in their tightening
cycles and excess broad money creation
has yet to be absorbed.
Brazil’s economy is holding up well
despite high interest rates. Real rates,
the difference between interest rates
and inflation, are significantly positive
in Brazil as the country is farthest along
in the rate rising cycle, setting up a
positive outlook for the equity market as
rates peak. Historically when this has
happened it has attracted foreign
capital and led to a significant rally in
risk asset prices. Despite continued
uncertainty around future fiscal policy
and a potential delay in the downward
path of interest rates, we still expect
interest rates to shift downwards from
the current level of 13.75% over the
next twelve months, which should lay
the foundation for a meaningful cyclical
pick-up.
We also like Mexico, based on the stable
politics and solid economic trends,
including a rising share of exports to
the U.S.
Elsewhere, whilst we remain
underweight, parts of the Chilean
market have begun to pique our interest
from a relative value lens as selling
pressure across the market, led by
pension reductions and diversification
efforts from high-net-worth individuals,
has led to decent assets trading at more
attractive valuations.
Sam Vecht and Christoph Brinkmann
BlackRock Investment Management
(UK) Limited
29 March 2023
14
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Section 1: Overview and performance
15
Brazilian metals and mining multinational Vale was the largest holding in the portfolio at year end.
PHOTO COURTESY OF VALE
Section 2: Portfolio
17
Portfolio
18
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
4
2
1
5
3
7
6
10
9
8
PHOTOS COURTESY OF VALE, ITAU UNIBANCO, HAPVIDA/FABIO GOULART, CEMEX.
Section 2: Portfolio
19
Ten largest
investments
as at 31 December 2022
Vale
(2021: 1st)
Materials
Market value – American depositary share (ADS): US$15,084,000
Share of investments: 9.5% (2021: 7.6%)
is one of the world’s largest mining groups, with other business in logistics,
energy and steelmaking. Vale is the world’s largest producer of iron ore and
nickel but also operates in the coal, copper, manganese and ferro-alloys
sectors.
Petrobrás
(2021: 2nd)
Energy
Market value – American depositary receipt (ADR): US$6,783,000
Market value – Preference shares ADR: US$4,384,000
Share of investments: 7.1% (2021: 7.5%)
is a Brazilian integrated oil and gas group, operating in the exploration and
production, refining, marketing, transportation, petrochemicals, oil
product distribution, natural gas, electricity, chemical-gas and biofuel
segments of the industry. The group controls significant assets across
Africa, North and South America, Europe and Asia, with a majority of
production based in Brazil.
FEMSA
(2021: 15th)
Consumer Staples
Market value – ADR: US$9,513,000
Share of investments: 6.0% (2021: 2.5%)
is a Mexican beverages group which engages in the production,
distribution and marketing of beverages. The firm also produces, markets,
sells, and distributes Coca-Cola trademark beverages, including sparkling
beverages.
AmBev
(2021: 26th)
Consumer Staples
Market value – ADR: US$8,401,000
Share of investments: 5.3% (2021: 1.6%)
is a Brazilian brewing group which engages in the production, distribution
and sale of beverages. Its products include beer, carbonated soft drinks
and other non-alcoholic and non-carbonated products with operations in
Brazil, Central America, the Caribbean (CAC) and Canada.
B3
(2021: 5th)
Financials
Market value – Ordinary shares: US$8,295,000
Share of investments: 5.2% (2021: 4.6%)
is a stock exchange located in Brazil, providing trading services in an
exchange and OTC environment. B3’s scope of activities include the creation
and management of trading systems, clearing, settlement, deposit and
registration for the main classes of securities, from equities and corporate
fixed income securities to currency derivatives, structured transactions and
interest rates, and agricultural commodities. B3 also acts as a central
counterparty for most of the trades carried out in its markets and offers
central depository and registration services.
Banco Bradesco
(2021: 4th)
Financials
Market value – ADR: US$8,086,000
Share of investments: 5.1% (2021: 5.3%)
is one of Brazil’s largest private sector banks. The bank divides its
operations in to two main areas – banking services and insurance services,
management of complementary private pension plans and savings bonds.
Itaú Unibanco
(2021: 21st)
Financials
Market value – ADR: US$7,701,000
Share of investments: 4.9% (2021: 1.9%)
is a Brazilian financial services group that services individual and
corporate clients in Brazil and abroad. Itaú Unibanco was formed through
the merger of Banco Itaú and Unibanco in 2008. It operates in the retail
banking and wholesale banking segments.
Grupo Financiero Banorte
(2021: 7th)
Financials
Market value – Ordinary shares: US$7,574,000
Share of investments: 4.8% (2021: 4.5%)
is a Mexican banking and financial services holding company and is one of
the largest financial groups in the country. It operates as a universal bank
and provides a wide array of products and services through its broker
dealer, annuities and insurance companies, retirements savings funds
(Afore), mutual funds, leasing and factoring company and warehousing.
Hapvida Participacoes
(2021: n/a)
Health Care
Market value – Ordinary shares: US$4,442,000
Share of investments: 2.8% (2021: n/a)
is a Brazilian holding healthcare company, the company operates with
a vertical service structure and is one of the largest healthcare solutions
providers in the country. The company provides medical assistance and
dental care plans, their operating structure includes facilities such as
hospitals, walk-in emergencies, clinics, or diagnostic imaging units.
Cemex
(2021: 8th)
Materials
Market value – ADR: US$4,437,000
Share of investments: 2.8% (2021: 3.6%)
is a Mexican multinational building materials company and is one of the
world’s largest global building materials companies. It manufactures and
distributes cement, ready-mix concrete and aggregates in more than
50 countries.
All percentages reflect the value of the holding as a percentage of total
investments. For this purpose, where more than one class of securities is
held, these have been aggregated. The percentages in brackets represent
the value of the holding as at 31 December 2021.
Together, the ten largest investments represent 53.5% of the total
investments (ten largest investments as at 31 December 2021: 51.3%).
1
2
3
4
5
7
8
9
6
10
20
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Portfolio of investments
as at 31 December 2022
Market
value
% of
US$’000
investments
Brazil
Vale - ADS
15,084
9.5
Petrobrás - ADR
6,783
7.1
Petrobrás – preference shares ADR
4,384
}
AmBev - ADR
8,401
5.3
B3
8,295
5.2
Banco Bradesco - ADR
8,086
5.1
Itaú Unibanco – ADR
7,701
4.9
Hapvida Participacoes
4,442
2.8
Sendas Distribuidora
4,229
2.7
Suzano Papel e Celulose
3,513
2.2
Gerdau - Preference Shares
3,008
1.9
Arezzo Industria e Comercio SA
2,973
1.9
Iguatemi
2,796
1.8
XP
2,751
1.7
Banco Bradesco - Preference Shares
2,673
1.7
Rede D’or Sao Luiz
2,111
1.3
IRB Brasil Resseguros
1,894
1.2
Localiza Rent A Car
1,698
1.1
Movida Participações
1,608
1.0
Mrv Engenharia
1,570
1.0
Rumo
881
0.6
Localiza Rent A Car Rights
1
94,882
60.0
Mexico
FEMSA - ADR
9,513
6.0
Grupo Financiero Banorte
7,574
4.8
Cemex - ADR
4,437
2.8
Corporación Inmobiliaria Vesta
3,824
2.4
Grupo Aeroportuario del Pacifico - ADS
3,688
2.3
América Movil - ADR
3,642
2.3
Fibra Uno Administracion - REIT
3,601
2.3
Walmart de México y Centroamérica
3,010
1.9
Grupo México
2,759
1.7
Sitios Latinoamerica
86
0.1
42,134
26.6
Section 2: Portfolio
21
Market
value
% of
US$’000
investments
Chile
Empresas CMPC
3,212
2.0
Banco Santander-Chile
- ADR
3,043
1.9
Cia Cervecerias Unidas - ADR
1,385
1.7
Cia Cervecerias Unidas
1,237
}
8,877
5.6
Argentina
Tenaris
2,806
1.8
Globant
2,258
1.4
5,064
3.2
Peru
Credicorp
3,775
2.4
3,775
2.4
Panama
Copa Holdings
3,417
2.2
3,417
2.2
Total investments
158,149
100.0
All investments are in equity shares unless otherwise stated.
The total number of investments held at 31 December 2022 was 40 (31 December 2021: 40). At 31 December 2022,
the Company did not hold any equity interests comprising more than 3% of any company’s share capital (31 December
2021: none).
22
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Portfolio analysis
as at 31 December 2022
Geographical weighting (gross market exposure) vs MSCI EM Latin America Index
0
10
20
30
40
50
60
70
Colombia
Panama
Peru
Argentina
Chile
Mexico
Brazil
64.0
62.1
28.5
26.9
6.1
6.6
3.4
0.0
2.5
3.1
2.3
0.0
0.0
1.3
Sources: BlackRock and MSCI.
% of net assets
MSCI EM Latin America Index
Sector and geographical allocations
Net other
2022
2021
Brazil
Mexico
Chile
Argentina
Peru
Panama
liabilities
Total
Total
%
%
%
%
%
%
%
%
%
Communication Services
2.5
2.5
10.9
Consumer Discretionary
3.1
0.1
3.2
4.0
Consumer Staples
8.5
8.4
1.8
18.7
12.2
Energy
7.5
1.9
9.4
8.2
Financials
21.2
5.1
2.1
2.5
30.9
27.1
Health Care
4.4
4.4
5.7
Industrials
2.8
2.5
2.3
7.6
8.7
Information Technology
1.5
1.5
3.1
Materials
14.6
4.9
2.2
21.7
23.2
Real Estate
1.9
5.0
6.9
4.1
Utilities
1.7
Net other liabilities
(6.8)
(6.8)
(8.9)
2022 total investments
64.0
28.5
6.1
3.4
2.5
2.3
(6.8)
100.0
2021 total investments
60.1
33.5
6.1
3.1
3.8
2.3
(8.9)
100.0
Source: BlackRock.
Section 2: Portfolio
23
Environmental, Social and Governance
issues and approach
The Board’s approach
Environmental, social and governance
(ESG) issues can present both
opportunities and threats to long-term
investment performance. The securities
within the Company’s investment remit
are typically large producers of vital
food, timber, minerals and oil supplies,
and consequently face many ESG
challenges and headwinds as they
grapple with the impact of their
operations on the environment and
resources. The Board is also aware that
there is significant room for
improvement in terms of disclosure and
adherence to global best practices for
corporates throughout the Latin
American region, which lags global
peers when it comes to ESG best
practice. These ESG issues faced by
companies in the Latin American
investment universe are a key focus of
the Board, and it is committed to a
diligent oversight of the activities of the
Manager in these areas. Whilst the
Company does not exclude investment
in stocks on ESG criteria and has not
adopted an ESG investment strategy,
ESG analytics are integrated into the
investment process when weighing up
the risk and reward benefits of
investment decisions. The Board
believes that communication and
engagement with portfolio companies
is important and can lead to better
outcomes for shareholders and the
environment than merely excluding
investment in certain areas.
More information on BlackRock’s
approach to ESG integration, as well as
activity specific to the BlackRock Latin
American Investment 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. More
information on sustainability risks may
be found in the AIFMD Fund
Disclosures document of the Company
available on the Company’s website at
https://www.blackrock.com/uk/individ
ual/literature/policies/itc-disclosure-
blackrock-latin-america-trust-plc.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, the Company
does not commit to considering PAIs in
driving the selection of its investments.
BlackRock Latin American Investment Trust plc - Investment Stewardship Engagement with
portfolio companies in the year ended 31 December 2022
Given the Board’s belief in the
importance of engagement and
communication with portfolio
companies, it receives regular reports
from the Manager in respect of activity
undertaken for the year under review.
The Board reviews these closely and
asks for further updates and progress
reports from the Portfolio Managers in
respect of evolving ESG issues and the
action being taken where appropriate.
The Board notes that over the year to
31 December 2022, 58 total company
engagements were held with the
management teams of 27 portfolio
companies representing 75% of the
portfolio by value at 31 December 2022.
Additional information is set out in the
table and charts that follow.
BlackRock Latin American Investment Trust plc
year ended 31 December 2022
Number of engagements held
58
Number of companies met
27
% of equity investments covered
75%
Shareholder meetings voted at
55
Number of proposals voted on
544
Number of votes against management
56
% of total votes represented by votes against management
10.29%
24
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
1
Engagements include multiple company meetings during the year with the same company. Most engagement conversations cover multiple topics and
are based on BlackRock’s voting 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%.
BlackRock’s approach
The importance and challenges of considering ESG when engaging with investee
companies in the Latin American Sector and BlackRock’s approach to ESG
integration
Environmental
Social
Corporate Governance
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.
It is our view that climate-related risks
and opportunities can be an
important factor in many companies’
long-term prospects. We continue to
look for companies to disclose
strategies they have in place that
mitigate and are resilient to any
material risks to their long-term
business model associated with a
range of climate-related scenarios.
In our experience, companies are
better positioned to deliver long-term
shareholder value when they build
strong relationships throughout their
value chain, including with
employees, business partners (such
as suppliers and distributors), clients
and consumers, regulators, and the
communities in which companies
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 jeopardise their ability to deliver
sustainable, long-term financial
performance.
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
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.
Climate Risk Management
Board Composition and Effectiveness
Engagement Topics¹
Business Oversight/Risk Management
Environmental Impact Management
Governance Structure
Operational Sustainability
Social Risks and Opportunities
Executive Management
Corporate Strategy
Remuneration
Human Capital Management
Lorem ipsum
Lorem ipsum
46
27
50
38
21
40
51
49
34
21
40
49
32
58
Governance
Social
Environmental
Engagement Themes¹
Environmental, Social and Governance
issues and approach
continued
Engagement with investee
companies
Case study: Grupo México
BIS determined that it was in the best
financial interests of BlackRock’s
clients to not support the proposal to
elect directors at the 2022 AGM of
Grupo México, S.A.B. de C.V. (Grupo
México), a Mexican materials company.
At the time of the shareholder meeting,
the company did not have up to date
sustainability-related reporting, and in
particular, their climate-related data
and disclosures had not been updated
since the release of their 2020
Sustainable Development Report. This
made it difficult for investors to assess
the progress the company had made
against their targets.
BlackRock Investment
Stewardship: Engagement
with investee companies
The BlackRock Investment Stewardship
team have regular engagement with
investee companies, examples can be
seen below through the last AGM cycle:
https://www.blackrock.com/corporate/
literature/press-release/vote-bulletin-
petrobras-april
-2022.pdf
https://www.blackrock.com/corporate/
literature/press-release/vote-bulletin-
banorte-april
-2022.pdf
https://www.blackrock.com/corporate/
literature/press-release/vote-bulletin-
grupo-mexico-april
-2022.pdf
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 to 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 and the Company’s portfolio
managers work closely with BlackRock’s
Investment Stewardship team to assess
the governance quality of companies and
investigate 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 at BlackRock 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). The STS team lead BlackRock’s
sustainability and transition strategy, drive
cross-functional change, support client
and external engagement, power product
ideation, and embed expertise 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 authorised 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/literatur
e/fact-sheet/blkresponsible-
investment-engprinciples-global.pdf.
Section 2: Portfolio
25
26
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Environmental, Social and Governance
issues and approach
continued
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.
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-
andimportantinformation/tcfd-report
-
2021-blkinc.pdf.
Section 2: Portfolio
27
In the latter half of the year, travel-related names such as Mexican airport operator GAP, and regional, low-cost carrier
Copa Airlines, contributed to performance as tourism and business travel rebounded.
PHOTO COURTESY OF GRUPO AEROPORTUARIO DEL PACIFICO
Section 3: Governance
29
Governance
30
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements
31 December 2022
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 service providers.
Five non-executive Directors (NEDs), all independent of the Manager and the
Investment Manager
Chairman:
Carolan Dobson (with effect from March 2017)
Objectives:
To determine investment policy, 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; and
To challenge constructively and scrutinise performance of all outsourced
activities.
Membership:
Craig Cleland, Mahrukh Doctor, Laurie Meister, Nigel Webber
1
Chairman:
Craig Cleland (with effect from 31 March 2019)
Key objectives:
To oversee financial reporting;
To consider the adequacy of the control environment;
Audit Committee
Review and form an opinion on the effectiveness of the external audit process; and
3 scheduled meetings per annum
1
To review the provisions relating to whistleblowing and fraud.
Membership:
All NEDs
Chairman:
Carolan Dobson (with effect from 31 March 2019)
Key objectives:
To ensure that the provisions of the management agreement follow industry
practice, remain competitive and are in the best interest of shareholders;
To review the performance of the Manager; and
To review the performance of other service providers.
Membership:
All NEDs
Chairman:
Carolan Dobson (with effect from 31 March 2019)
Key objectives:
To regularly review the Board’s structure and composition;
To be responsible for the Board succession planning; and
To make recommendations for any new appointments.
Membership:
All NEDs
Chairman:
Mahrukh Doctor (with effect from 31 March 2019)
Key objectives:
To be responsible for Directors’ remuneration; and
To set the Company’s remuneration policy.
1
Ms Dobson stepped down as a member of the Audit Committee with effect from 1 January 2019 but may attend meetings by invitation. For the year under review the
Audit Committee met twice. With effect from 1 January 2023, the Audit Committee will hold an additional meeting in November each year.
2
Up to 5 November 2018, there was a single combined Nomination and Management Engagement Committee which also performed duties in respect of setting Directors’
remuneration and remuneration policy for the Company. On 5 November 2018, the Directors established three separate committees to perform these duties instead as
set out above and overleaf, being the Management Engagement Committee, the Nomination Committee and the Remuneration Committee.
Management Engagement
Committee
2
1 scheduled meeting per annum
The Board
4 scheduled meetings per annum
Nomination Committee
2
1 scheduled meeting per annum
Remuneration Committee
2
1 scheduled meeting per annum
Section 3: Governance
31
Directors’ biographies
Carolan Dobson
Chairman
Appointed on 1 January 2016 and
appointed as Chairman on 2 March
2017
is former Chair of the Investment
Committee at Nest and member of the
Competition and Markets Authority.
An experienced fund manager having
previously been Head of US equities at
Murray Johnstone, Head of
Pan-European equities global sectors
and UK equities at Abbey National Asset
Managers she therefore brings a wealth
of international fund management
experience to the board. She was
also Head of Investment Trusts at
Murray Johnstone and is currently
non-executive Chair of the Brunner Trust
plc and Baillie Gifford UK Growth Trust
plc and previously was Chair of
JP Morgan European Discovery Trust
and Abrdn Smaller Companies Income
Trust and accordingly also brings
considerable knowledge of the
investment trust sector.
Attendance record:
Board: 4/4
Audit Committee: n/a
1
Nomination Committee: 1/1
Management Engagement
Committee: 1/1
Remuneration Committee: 1/1
Craig Cleland
Appointed on 1 January 2019 and
appointed as Chairman of the Audit
Committee on 31 March 2019
is Head of Corporate
Development/Investment Trusts on a
part time basis at CQS (UK) LLP, a
multi-asset asset management firm in
London with a focus on credit markets,
where his responsibilities include
advising and developing the closed end
fund business. He is also a director of
CC Japan Income & Growth Trust plc
and Invesco Select Trust plc. He worked
previously at JPMorgan Asset
Management (UK) Limited, latterly as
Managing Director, and led their
technical groups in the investment trust
business. He also worked with the AIC
Technical Committee on SORP and
taxation changes in connection with
this role.
Attendance record:
Board: 4/4
Audit Committee: 2/2
Nomination Committee: 1/1
Management Engagement
Committee: 1/1
Remuneration Committee: 1/1
Mahrukh Doctor
Appointed on 17 November 2009 and
appointed as Senior Independent
Director and Chairman of the
Remuneration Committee with effect
from 31 March 2019
is a Professor of comparative political
economy at the University of Hull,
specialising in Latin America.
Previously she was Adjunct Associate
Professor at the Johns Hopkins
University SAIS Europe in Bologna and
Research Fellow at St. Anthony’s
College and the Centre for Brazilian
Studies at the University of Oxford and
an economist at the World Bank.
Attendance record:
Board: 4/4
Audit Committee: 2/2
Nomination Committee: 1/1
Management Engagement
Committee: 1/1
Remuneration Committee: 1/1
1
Ms Dobson stepped down as a member of the Audit Committee with effect from 1 January 2019 but may attend meetings by invitation.
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.
32
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements
31 December 2022
Nigel Webber
Appointed on 1 April 2017
has broad investment experience which
has seen him lead the design of
investment solutions for affluent and
high-net-worth individuals across
global markets and multiple asset
classes. Most recently, he was Global
Chief Investment Officer for HSBC
Private Banking where he held global
responsibility for all investment activity
for Group Private Banking. During his
time at HSBC, he was also Chairman of
the Global Investment Committee for
Group Private Bank and Chairman of
HSBC Alternative Investments Limited.
Prior to this, he held a number
of blue-chip executive positions around
the world for investment and asset
management businesses. He is
a qualified Chartered Accountant.
Attendance record:
Board: 4/4
Audit Committee: 2/2
Nomination Committee: 1/1
Management Engagement
Committee: 1/1
Remuneration Committee: 1/1
Laurie Meister
Appointed on 1 February 2020
has 35 years of experience in the
financial sector, with 28 years of her
career dedicated to Latin American
equities. Ms Meister was the head of
Deutsche Bank’s Institutional Equity
Latin American Research Sales Desk
(for the UK, Europe and the Middle
East) from 2008 until June 2019. Prior
to this she worked for Chase/JPMorgan
as a director with responsibility for
re-building the CEMEA equity business
(incorporating sales, trading and
research operations), and then
becoming a director in JPMorgan’s
Senior Equity Research Sales Latin
American Equities team for UK, Europe
& Asia. Ms Meister has also worked in
equity sales for Robert Fleming and
Merrill Lynch Capital Markets with
a focus on Latin American equities.
Attendance record:
Board: 4/4
Audit Committee: 2/2
Nomination Committee: 1/1
Management Engagement
Committee: 1/1
Remuneration Committee: 1/1
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.
Section 3: Governance
33
Strategic Report
The Directors present the Strategic Report of the Company
for the year ended 31 December 2022.
Objective
The Company’s objective is to secure long-term capital
growth and an attractive total return primarily through
investing in quoted securities in Latin America.
Strategy, business model and investment
policy
The Company invests in accordance with the objective given
above. The Board is collectively responsible to shareholders
for the long-term success of the Company and is its
governing body. There is a clear division of responsibility
between the Board and the Manager. Matters for the Board
include setting the Company’s strategy, including its
investment objective and policy, setting limits on gearing
(both bank borrowings and the effect of derivatives), capital
structure, governance, and appointing and monitoring of
performance of service providers, including the Manager.
The Company’s business model follows that of an externally
managed investment trust; therefore the Company does not
have any employees and outsources its activities to third
party service providers including the Manager who is the
principal service provider.
In accordance with the Alternative Investment Fund
Managers’ Directive (AIFMD), as implemented, retained and
onshored in the UK, the Company is an Alternative
Investment Fund (AIF). BlackRock Fund Managers Limited
(the Manager) is the Company’s Alternative Investment Fund
Manager.
The management of the investment portfolio and the
administration of the Company have been contractually
delegated to the Manager who in turn (with the permission of
the Company) has delegated certain investment
management and other ancillary services to BlackRock
Investment Management (UK) Limited (BIM (UK) or the
Investment Manager). 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 Company delegates fund accounting services to the
Manager, which in turn sub-delegates these services to The
Bank of New York Mellon (International) Limited. Other
service providers include the Depositary, The Bank of New
York Mellon (International) Limited and the Registrar,
Computershare Investor Services PLC.
Details of the contractual terms with these service providers
are set out in the Directors’ Report on pages 47 and 48.
Our strategy is that the portfolio will be chosen from a spread
of companies which are listed in, or whose main activities are
in, Latin America.
As an actively managed fund, our primary aims over the
medium term are significant outperformance of our
benchmark index (the MSCI EM Latin America Index – net
total return basis) and most of our competitors on a risk
adjusted basis. Our portfolio and performance will diverge
from the returns obtained simply by investing in the index.
Investment policy
As a closed end company we are able to adopt a longer-term
investment horizon, and therefore may, when appropriate,
have a higher proportion of less liquid mid and smaller
capitalisation companies than comparable open ended
funds.
The portfolio is subject to a number of geographical
restrictions relative to the benchmark index but the
Investment Manager is not constrained from investing
outside the index. For Brazil, Mexico, Chile, Argentina, Peru,
Colombia and Venezuela, the portfolio weighting is limited to
plus or minus 20% of the index weighting for each of those
countries. For all other Latin American countries the limit is
plus or minus 10% of the index weighting. Additionally, the
Company may invest in the securities of quoted companies
whose main activities are in Latin America but which are not
established or incorporated in the region or quoted on a local
exchange.
The Company’s policy is that up to 10% of the gross assets of
the portfolio may be invested in unquoted securities.
The Company will not hold more than 15% of the market
capitalisation of any one company and no more than 15% of
the Company’s investments will be held in any one company
as at the date any such investment is made.
No more than 15% of the gross assets of the portfolio shall
be invested in other UK listed investment companies
(including other investment trusts).
The Company may deal in derivatives (including options,
futures and forward currency transactions) for the purposes
of efficient portfolio management (i.e. for the purpose of
reducing, transferring or eliminating investment risk in the
underlying investments of a collective investment
undertaking, including any technique or instrument used to
provide protection against exchange and credit risks). No
more than 20% of the Company’s portfolio by value may be
under option at any given time.
The Company may underwrite or sub-underwrite any issue or
offer for the sale of investments. No such commitment will be
entered into if, at that time, the aggregate of such
investments would exceed 10% of the net asset value of the
34
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
Company or any such individual investment would exceed
3% of the net asset value of the Company.
The Company may, from time to time, use borrowings to gear
its investment portfolio or in order to fund the market
purchase of its own ordinary shares. Under the Company’s
Articles of Association, the net borrowings of the Company
may not exceed 100% of the Company’s adjusted capital and
reserves (as defined in the Glossary on pages 114 and 115).
However, net borrowings are not expected to exceed 25% of
net assets under normal circumstances. The Investment
Manager may also hold cash or cash-equivalent securities
when it considers it to be advantageous to do so.
The Company’s financial statements are maintained in
US Dollars. Although many investments are likely to be
denominated and quoted in currencies other than in
US Dollars, the Company does not currently employ a
hedging policy against fluctuations in exchange rates.
No material change will be made to the Company’s
investment policy without shareholder approval.
Investment process
An overview of the investment process is set out below.
The Investment Manager’s main focus is to invest in
securities that provide opportunities for strong capital
appreciation relative to our benchmark. We aim to maintain
a concentrated portfolio of high conviction investment ideas
that typically consists of companies with a combination of
mispriced growth potential and/or display attributes of
sustained value creation that are underappreciated by the
financial markets.
The Manager’s experienced research analyst team conducts
on the ground research, meeting with target companies,
competitors, suppliers and others in the region in order to
generate investment ideas for portfolio construction.
In addition, the investment team meets regularly with
government officials, central bankers, industry regulators
and consultants.
Final investment decisions result from a combination of
bottom-up, company specific research with top-down, macro
analysis.
Share rating and discount control
The Directors recognise that it is in the long term interests of
shareholders that shares do not trade at a significant
discount to their prevailing NAV. The Board monitors the level
of the Company’s discount to NAV on an ongoing basis.
Over the year under review, the Company’s share price traded
in the range of a discount of 19.6% to a premium of 0.6%
and at the year end stood at a discount of 9.1%. 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 115.
A special resolution was passed at the AGM of the Company
held on 19 May 2022, granting the Directors’ authority to make
market purchases of the Company’s ordinary shares to be held,
sold, transferred or otherwise dealt with as treasury shares or
cancelled upon completion of the purchase. The Board intends
to renew this authority at the AGM to be held in May 2023.
The Board adopted a new discount control mechanism, for the
four year period from 1 January 2022 to 31 December 2025.
Under this new mechanism the Board undertakes to make
a tender offer to shareholders for 24.99% of the issued share
capital (excluding treasury shares) of the Company at a tender
price reflecting the latest cum-income Net Asset Value (NAV)
less 2% and related portfolio realisation costs if, over the
four year period from 1 January 2022 to 31 December 2025
(the ‘Calculation Period’), either of the following conditions
are met:
(i)
the annualised total NAV return of the Company does not
exceed the annualised benchmark index (being the MSCI
EM Latin America Index) US Dollar net total return by
more than 50 basis points over the Calculation Period; or
(ii)
the average daily discount to the cum-income NAV
exceeds 12% as calculated with reference to the trading
of the ordinary shares over the Calculation Period.
The making and implementation of this tender offer will be
conditional, amongst other things, upon the Company having
the required shareholder authority or such shareholder
authority being obtained, the Company having sufficient
distributable reserves to effect the repurchase of any
successfully tendered shares and, having regard to its
continuing financial requirements, sufficient cash reserves to
settle the relevant transactions with shareholders, the
Company’s biennial continuation votes being approved at the
Annual General Meetings in 2024 and 2026. The Board
believes that a four year performance target enables the
Manager to take a sufficiently long term approach to investing
in quality companies in the region, and it believes that it is in
shareholders’ interests as a whole that this time period for
assessing performance be adopted.
Section 3: Governance
35
Section 172 Statement: promoting the success of BlackRock
Latin American Investment Trust plc
The Companies (Miscellaneous Reporting) Regulations 2018
require directors to explain more fully 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
Manager and
Shareholders
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 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
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 investee
companies.
36
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
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
The portfolio activities undertaken by
the Manager, can be found in the
Investment Manager’s Report on
pages 11 to 14.
The Board believes that responsible
investment and sustainability are
important 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, and
to understand how ESG
considerations are integrated into
the investment process.
While the Company has not adopted
an ESG investment strategy or
exclusionary screens, 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 23
to 26.
The Board discussed ESG concerns
in respect of specific portfolio
companies with the Manager,
including the investment rationale
for holding companies with poor
ESG ratings and the engagement
being entered into with management
teams to address the underlying
issues driving these ratings.
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. 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 Disclosure Document, the
Company does not commit to
considering PAIs in driving the
selection of its investments.
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
securities within the Company’s
investment remit may involve
significant additional risk due to the
political volatility and
environmental, social and
governance concerns facing many
of the countries in the Company’s
investment universe. These ESG
issues should be a key focus of our
Manager’s research. More than
ever, consideration of material ESG
information and sustainability risk
is an important element of the
investment process and must be
factored in when making
investment decisions. 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.
Investment
mandate and
objective
Section 3: Governance
37
Area of
Engagement
Issue
Engagement
Impact
1
Alternative Performance Measure, see Glossary on pages 114 to 118.
Dividend target
A key element of the Board’s overall
strategy to reduce the discount at
which the Company’s shares trade is
the Company’s dividend policy
whereby the Company pays a regular
quarterly dividend equivalent to
1.25% of the Company’s US Dollar
NAV at the end of each calendar
quarter. The Board believes this
policy which produced a dividend
yield of 8.5%, including the special
dividend of 13.00 cents per share
(based on the share price of
457.10 cents per share at
31 December 2022, equivalent to the
Sterling price of 380.00 pence per
share translated into US cents at the
rate prevailing at 31 December 2022
of US$1.20290 to £1), enhances
demand for the Company’s shares,
which will help to narrow the
Company’s discount over time. These
dividends are funded out of capital
reserves to the extent that current
year revenue and revenue reserves
are insufficient; the Board believes
that this removes pressure from the
investment managers to seek a
higher income yield from the
underlying portfolio itself which
could detract from total returns but
keep the dividend policy and its
impact on total return under review.
The Manager reports total return
performance statistics to the Board
on a regular basis, along with the
portfolio yield and the impact of the
dividend policy on brought forward
distributable reserves.
The Board reviews the Company’s
discount on a regular basis and
holds regular discussions with the
Manager and the Company’s broker
regarding the discount level.
The Manager provides the Board
with feedback and key performance
statistics regarding the success of
the Company’s marketing initiatives
which include messaging to
highlight the quarterly dividends.
The Board also reviews feedback
from shareholders in respect of the
level of dividend, shareholders may
attend the Company’s Annual
General Meeting where formal
questions may be put to the Board.
Since the dividend policy was
introduced in July 2018, the
Company’s discount has narrowed
from an average of 13.5% for the
two year period preceding the
introduction of the new policy on
13 March 2018 to an average of
11.0% for the period from 14 March
2018 to 31 December 2022. At
27 March 2023 the discount stood
at 12.9%.
Of total dividends of US$12,207,000
paid out in the year, all has been paid
out of current year revenue.
The Company’s portfolio managers
attend professional investor/analyst
meetings and webcast presentations
live to professional and private
investors over the year to promote the
Company and raise the profile in
terms of the investment strategy,
including the dividend policy.
The Company’s average discount for
the period from 1 January 2022 to
31 December 2022 was 8.9%
1
compared to the tender discount
threshold of 12%
1
.
The Company’s annualised NAV
performance of 6.6% for the same
period underperformed the benchmark
(which rose by 8.9% on an annualised
basis) by 2.3% (equivalent to
230 basis points). For the tender not to
be triggered, the NAV must outperform
the benchmark by more than 50 basis
points on an annualised basis over the
four years to 31 December 2025. The
Company’s discount has widened over
the year under review, from 7.1% at
31 December 2021 to 9.1% at
31 December 2022.
As at 27 March 2023 the discount was
12.9%.
Tender proceeds were paid to
shareholders on 26 May 2022, in
accordance with the process described
in the tender circular published on
5 April 2022. In total, 9,810,979 shares
(representing 24.99% of the eligible
share capital) were repurchased by the
Company and subsequently cancelled.
The Board has put in place a
discount control mechanism
covering the four years to
31 December 2025 whereby
shareholders will be offered a tender
for 24.99% of the shares in issue,
excluding treasury shares, (at a
tender price reflecting the latest
cum income NAV less 2% and
related portfolio realisation costs) in
the event that the continuation vote
for each relevant biennial period is
approved (being the continuation
votes at the AGMs in 2024 and
2026), where either of the following
conditions have been met:
(i)
the annualised total NAV return
of the Company does not exceed
the annualised benchmark
index (being the MSCI EM
Latin America Index) US Dollar
net total return by more than
50 basis points over the
four year period from 1 January
2022 to 31 December 2025; or
(ii)
the average daily discount to the
cum-income NAV exceeds 12%
as calculated with reference to
the trading of the shares over
the Calculation Period. Further
details are set in the Strategic
Report on pages 34 and 40.
The Board recognises that it is in the
long-term interests of shareholders
that shares do not trade at a
significant discount to their
prevailing NAV.
Discount
management
38
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
Area of
Engagement
Issue
Engagement
Impact
All performance evaluations were
performed on a timely basis and the
Board concluded that all third party
service providers, including the
Manager, Custodian, Depositary and
Fund Accountant were operating
effectively and providing a good level
of service.
The Board has received updates in
respect of business continuity
planning from the Company’s
Manager, Custodian, Depositary,
Fund Accountant, Broker, Registrar
and Printer, and is confident that
arrangements are in place to ensure
that a good level of service will be
maintained.
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, their
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.
The Board works closely with the
Manager to gain comfort that
business continuity plans continue
to operate effectively for all of the
Company’s service providers.
The Board acknowledges the
importance of ensuring that the
Company’s principal suppliers are
providing a suitable level of service:
including 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.
Service levels of
third party
providers
As at the date of this report, the Board
is comprised of three women and
two men.
Details of each Director’s contribution
to the success and promotion of the
Company are set out in the Directors’
Report on page 52. The Directors are
not aware of any issues that have
been raised directly by shareholders
in respect of Board composition in
2022. Details for the proxy voting
results in favour and against
individual Directors’ re-election at
the 2021 AGM are given on the
Company’s website at
www.blackrock.com/uk/brla.
The Board regularly reviews
succession planning arrangements.
The Nomination Committee has
agreed the selection criteria and the
method of selection, recruitment
and appointment. Board diversity,
including gender, is taken into
account when establishing
recruitment criteria. When
undertaking recruitment activity,
the Board will use the services of an
external search consultant to
identify suitable candidates.
All Directors are subject to a formal
evaluation process on an annual
basis (more details and the
conclusions in respect of the 2022
evaluation process are given on
page 61). All Directors stand for
re-election by shareholders
annually. Shareholders may attend
the AGM and raise any queries in
respect of Board composition or
individual Directors in person, or
may contact the Company Secretary
or the Chairman using the details
provided on page 107 if they wish to
raise any issues.
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.
Board
composition
Discount
management
The Board monitors the tender
trigger targets described on
page 34 on a regular basis in
conjunction with the Manager. The
Manager provides regular
performance updates and detailed
performance attribution.
Section 3: Governance
39
Area of
Engagement
Issue
Engagement
Impact
The Board values any feedback and
questions from shareholders ahead
of and during Annual General
Meetings in order to gain an
understanding of their views and will
take action when and as appropriate.
Feedback and questions will also help
the Company evolve its reporting,
aiming to make reports more
transparent and understandable.
Feedback from all substantive
meetings between the Investment
Manager and shareholders will be
shared with the Board. The Directors
will also receive updates from the
Company’s broker on any feedback
from shareholders, as well as share
trading activity, share price
performance and an update from the
Investment Manager.
The portfolio managers attended
a number of professional investor
meetings throughout the year and
held discussions with a range of
wealth management desks and
offices in respect of the Company
during the year under review. The
Manager also held group webcasts in
the year to provide investors with
portfolio updates and give them the
opportunity to discuss any issues
with the portfolio managers. 96 press
articles about the Company were
published in the year under review
focusing on the Company’s profile
and the case for long-term
investment opportunities in
Latin America. These included
4 pieces of national coverage,
37 pieces of intermediary coverage
and 55 pieces of consumer
investment coverage.
The Board is committed to
maintaining open channels of
communication and to engage with
shareholders. The Company
welcomes and encourages
attendance and participation from
shareholders at its Annual General
Meetings. Shareholders therefore
have the opportunity to meet the
Directors and Investment Manager
and to address questions to them
directly.
The Annual Report and Half Yearly
Financial Report are available on
the BlackRock website and are also
circulated to shareholders either in
printed copy or via electronic
communications. In addition,
regular updates on performance,
monthly factsheets, the daily NAV
and other information are also
published on the website at
www.blackrock.com/uk/brla.
The Board also works closely with the
Manager to develop the Company’s
marketing strategy, with the aim of
ensuring effective communication
with shareholders in respect of the
investment mandate and objective.
Unlike trading companies, one-to-
one shareholder meetings usually
take the form of a meeting with the
portfolio managers as opposed to
members of the Board. As well as
attending regular investor meetings
the portfolio managers hold regular
discussions with wealth
management desks and offices to
build on the case for, and
understanding of, long-term
investment opportunities in Latin
America. The Manager also
coordinates public relations activity,
including meetings between the
portfolio managers and relevant
industry publications to set out their
vision for the portfolio strategy and
outlook for the region. The Manager
releases monthly portfolio updates to
the market to ensure that investors
are kept up to date in respect of
performance and other portfolio
developments, and maintains a
website on behalf of the Company
that contains relevant information in
respect of the Company’s investment
mandate and objective. If
shareholders wish to raise issues or
concerns with the Board, they are
welcome to do so at any time. The
Chairman is available to meet
directly with shareholders
periodically to understand their views
on governance and the Company’s
performance where they wish to do
so. She may be contacted via the
Company Secretary whose details are
given on page 107.
Continued shareholder support and
engagement are critical to the
continued existence of the
Company and the successful
delivery of its long-term strategy.
Shareholders
40
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
Performance
Details of the Company’s performance are set out in the
Chairman’s Statement on page 5.
The Investment Manager’s Report on pages 11 to 14 forms
part of this Strategic Report and includes a review of the main
developments during the year, together with information on
investment activity within the Company’s portfolio.
Portfolio analysis
A detailed analysis of the investments and the sector and
geographical allocations is provided on pages 19 to 22.
Results and dividends
The results for the Company are set out in the Income
Statement on page 79. The total gain for the year on ordinary
activities, after taxation, was US$13,669,000 (2021: loss of
US$28,006,000) of which the revenue profit amounted to
US$13,842,000 (2021: US$10,247,000), and the capital loss
amounted to US$173,000 (2022: capital loss of
US$38,253,000).
Under the Company’s dividend policy, dividends are
calculated based on 1.25% of the US Dollar NAV at close of
business on the last working day of March, June, September
and December and are paid in May, August, November and
February respectively. Dividends will be financed through
a combination of available net income in each financial year
and revenue and capital reserves. An additional special
dividend of 13.00 cents per ordinary share for the financial
year to 31 December 2022 was declared alongside the fourth
quarterly dividend as it was necessary to pay the special
dividend to maintain investment trust status which requires
the distribution of 85% of the Company’s revenue. The
Company has declared interim dividends totalling
38.87 cents per share under this policy in respect of the year
ended 31 December 2022 as detailed in the table at the foot
of this page.
Details of this policy are also set out in the Chairman’s
Statement on page 6.
NAV, share price and index performance
At each meeting the Board reviews the detail of the
performance of the portfolio as well as the net asset value
and share price (total return) for the Company and compares
this to the performance of other companies in the peer group
of Latin American open and closed end funds and to our
benchmark.
The Board also regularly reviews a number of indices and
ratios to understand the impact on the Company’s relative
performance of the various components such as asset
allocation and stock selection.
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 11 to 14 respectively.
Details of the Company’s discount control
The Board recognises that it is in the long-term interests of
shareholders that shares do not trade at a significant
discount to their prevailing NAV. The Board monitors the level
of the Company’s discount to NAV on an ongoing basis and
considers strategies for managing any discount. In the year
to 31 December 2022, the Company’s share price to NAV
traded in the range of a discount of 19.6% to a premium of
0.6% on a cum-income basis. The Board has in place
a discount control mechanism whereby it will offer
shareholders the ability to tender up to 24.99% of the
Company’s issued share capital at the AGM in 2026 if certain
performance and discount targets are not met. More details
are given in the Strategic Report on page 34.
Further details setting out how the discount or premium at
which the Company’s shares trade is calculated are included
in the Glossary on pages 114 to 118.
Ongoing charges
The ongoing charges represent the Company’s management
fee and all other operating expenses, excluding finance costs,
direct transaction costs, custody transaction charges, VAT
recovered, taxation 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 Board
reviews the ongoing charges and monitors the expenses
incurred by the Company on an ongoing basis against a peer
group of Latin American open and closed end funds.
A definition setting out in detail how the ongoing charges ratio
is calculated is included in the Glossary on pages 114 to 118.
Dividend
Pay date
Quarter to 31 March 2022
7.76 cents
16 May 2022
Quarter to 30 June 2022
5.74 cents
12 August 2022
Quarter to 30 September 2022
6.08 cents
9 November 2022
Quarter to 31 December 2022*
19.29 cents
8 February 2023
Total
38.87 cents
* Quarter to 31 December 2022 includes an additional special dividend of 13.00 cents.
Section 3: Governance
41
Composition of shareholder register
The Board is mindful of the importance of a diversified
shareholder register and the need to make the Company’s
shares attractive to long-term investors; it is therefore the
Board’s aim to increase the diversity of the shareholder
register over time. The Board monitors the retail element of
the register, which is defined for these purposes as wealth
managers, Independent Financial Advisors (IFAs) and direct
private investors. As at 31 December 2022, the Company’s
share register comprised 53.2% retail investors; the Board
will monitor this with the aim of growing the retail element of
the register over time.
Key performance indicators
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
achieving its objectives. The key performance indicators
(KPIs) used to measure the progress and performance of the
Company over time are comparable to those reported by
other investment trusts and are set out below.
The table below sets out the key KPIs for the Company. As
indicated in footnote 2 to the table, some of 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 114 to 118.
Year ended
Year ended
31 December
31 December
Key Performance Indicators
2022
2021
Net asset value total return
1,2
6.6%
–12.5%
Share price total return
1,2
4.7%
–11.8%
Benchmark total return (net)
1
8.9%
–8.1%
Discount to net asset value
2
9.1%
7.1%
Average discount to net asset value for the year
8.9%
10.0%
Revenue return per share
41.48c
26.10c
Ongoing charges
2,3
1.13%
1.14%
Retail element of share register
4
53.2%
38.6%
1
Calculated in US Dollar terms with dividends reinvested.
2
Alternative Performance Measures, see Glossary on pages 114 to 118.
3
Ongoing charges represent 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 as a % of average daily net assets.
4
Source: Richard Davies Investor Relations.
Principal risks
The Company is exposed to a variety of risks and
uncertainties and the key risks are set out on the following
pages. The Board has put in place a robust process to
identify, assess and monitor the principal and emerging risks.
A core element of this process is the Company’s risk register.
This identifies the risks facing the Company and assesses the
likelihood and potential impact of each risk and the quality of
controls operating to mitigate it. A residual risk rating is then
calculated for each risk based on the outcome of the
assessment. This approach allows the effect of any mitigating
procedures to be reflected in the final assessment.
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 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 the crisis and incorporated
these into the Company’s risk register.
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 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 Committee chairmen of the BlackRock investment
trusts setting out the results of testing performed in relation
to BlackRock’s internal control processes. Where produced,
the Audit Committee also reviews Service Organisation
Control (SOC 1) reports from the Company’s service providers.
As required by the UK Corporate Governance Code, 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,
42
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
solvency or liquidity. Those principal risks have been
described in the table that follows, together with an
explanation of how they are managed and mitigated. The
Board will continue to assess these risks on an ongoing basis.
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. They were also considered as part of
the annual evaluation process. 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 2018 UK Corporate Governance 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.
The current risk register includes a number of risks which
have been categorised as follows:
• Counterparty;
Investment performance;
• Income/dividend;
Legal and regulatory compliance;
• Operational;
• Market;
Financial; and
• Marketing.
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.
Section 3: Governance
43
Principal Risk
Mitigation/Control
Due diligence is undertaken before contracts are entered into
and exposures are diversified across a number of counterparties.
The Board reviews the controls put in place by the Investment
Manager to monitor and to minimise counterparty exposure,
which include intra-day monitoring of exposures to ensure that
these are within set limits.
The Depositary is liable for restitution for the loss of financial
instruments held in custody unless able to demonstrate the loss
was a result of an event beyond its reasonable control.
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.
Consideration of material ESG information and sustainability
risks is integrated in the Manager’s investment process, as set
out on pages 23 to 26. This is monitored by the Board.
Investment performance
Returns achieved are reliant primarily upon the performance of
the portfolio.
The Board is responsible for:
deciding 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 compared to the benchmark index and the
Company’s peer group;
a widening discount to NAV;
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
https://www.blackrock.com/uk/individual/literature/policies/itc-
disclosure-blackrock-latin-america-trust-plc.pdf.
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 capital reserves as well as revenue reserves to support any
dividend target. These reserves totalled US$123.0 million at
31 December 2022.
The Board is mindful of the balance of shareholder returns
between income and capital and monitors the impact of the
Company’s dividend on the Company’s capital base and the
impact over time on total return.
Any changes to the Company’s dividend policy are
communicated to the market on a timely basis and shareholder
approval will be sought for significant changes.
An additional special dividend was declared alongside the fourth
quarterly dividend. The revenue had been enhanced by a number
of stock and special dividends received during the year ended
31 December 2022, coupled with the effect of the tender offer
reducing the number of ordinary shares in issue post May 2022.
Consequently, the Board recommended an additional special
dividend of 13.00 cents per ordinary share for the financial year
to 31 December 2022. It was necessary to pay the special
dividend to maintain investment trust status which requires the
distribution of 85% of the Company’s revenue.
Income/dividend
The Company’s dividend policy is to pay dividends based on
1.25% of the US Dollar net asset value at each quarter end.
Under this policy, a portion of the dividend is likely to be paid out
of capital reserves, and over time this might erode the capital
base of the Company, with a consequential impact on
longer-term total returns. The rate at which this may occur and
the degree to which dividends are funded from capital are also
dependent upon the level of dividends and other income earned
from the portfolio. 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.
Counterparty
Potential loss that the Company could incur if a counterparty is
unable (or unwilling) to perform on its commitments.
44
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
Principal Risk
Mitigation/Control
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 in respect of compliance with all
applicable rules and regulations.
Following authorisation under the Alternative Investment Fund
Managers’ Directive (AIFMD), the Company and its appointed
Alternative Investment Fund Manager (AIFM) are subject to the
risks that the requirements 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 takes steps to ensure that individual Directors (and
their Persons Closely Associated) are aware of their obligations
under the regulation and has updated internal processes which
seek to ensure the risk of non-compliance is effectively mitigated.
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. In such event the investment returns of the Company
may be adversely affected.
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 UK Listing Rules, international sanctions and the FCA’s
Disclosure Guidance and Transparency Rules.
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.
Most third party service providers produce Service Organisation
Control (SOC 1) reports to provide assurance regarding the
effective operation of internal controls as reported on by their
reporting accountants. These reports are provided to the Audit
Committee for their review.
The Company’s assets/financial instruments held in custody are
subject to a strict liability regime and in the event of a loss of
such financial assets held in custody, 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
and compliance with the Investment Management Agreement 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 their review of the
Company’s risk register. The Board has received updates from
key service providers (the Manager, the Depositary, the
Custodian, the Fund Accountant, the Broker, the Registrar and
the Printer) confirming that appropriate business continuity
arrangements are in place.
Operational
In common with most other investment trust companies, the
Company has no employees. The Company therefore 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 (the Custodian, Depositary and
Fund Accountant) who maintain the Company’s assets, dealing
procedures 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 these other third party service providers. There is
a risk that a major disaster, such as floods, fire, a global pandemic
or terrorist activity, renders the Company’s service providers
unable to conduct business at normal operating capacity and
effectiveness.
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.
Section 3: Governance
45
Principal Risk
Mitigation/Control
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 12 months
referred to by the ‘Going Concern’ guidelines. The Board
recognises that it is obliged to propose a biennial continuation
vote, with the next vote at the AGM to be held in May 2024. The
outcome of these events is unknown at the present time. In
addition, the Board is cognisant of the uncertainty
surrounding the potential duration of the Russia-Ukraine
conflict and its impact on the global economy and the
prospects for many of the Company’s portfolio holdings.
Notwithstanding these uncertainties, given the factors stated
below, the Board expects the Company to continue for the
foreseeable future and has therefore conducted this review for
the period up to the AGM in 2026, being a period of three years
from the date of approval of this report. The Board considers
three years to be an appropriate time horizon, being a
reasonable time horizon to assess potential investments and
the period being used to assess performance for the
Company’s Discount Control mechanism (as set out in more
detail on page 34 of the Strategic Report).
In choosing this period for its assessment of the viability of
the Company the Directors have considered the following
matters:
the Company’s business model should remain attractive for
much longer than the period up to the AGM in 2026, unless
there is a significant economic or regulatory change;
• the ongoing relevance of the Company’s investment
objective, business model and investment policy in the
current environment (in particular the Company’s closed
end structure which provides intraday liquidity to investors
and the ability for the portfolio managers to invest over
a longer-term time horizon than many open ended peers).
This longer-term investment horizon is well-suited to Latin
America as the volatility of this region can make short term
investing more challenging. The Company is also one of only
two investment trusts with exposure to the Latin American
region and is substantially larger than its competitor in the
peer group at more than three times the size;
the Board keeps the Company’s principal risks and
uncertainties as set out on pages 43 to 45 under review,
The Board considers asset allocation, stock selection, unquoted
investments, if any, 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.
The Board also recognises the benefits of a closed end fund
structure in extremely volatile markets such as those experienced
during 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 in markets following the
Russian invasion of 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.
Market
Market risk arises from volatility in the prices of the Company’s
investments. It represents the potential loss the Company might
suffer through holding investments in the face of negative
market movements. There may be exposure to significant
economic, geo-political and currency risks due to the location of
the operation of the businesses in which the Company may
invest, or as a result of a global economic crisis such as the
COVID-19 pandemic. Shares in businesses in which the
Company invests can prove volatile and this may be reflected in
the Company’s 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. The
Company may also invest in smaller capitalisation companies or
in the securities markets of developing countries which are not as
large as the more established securities markets and have
substantially less trading volume, which may result in a lack of
liquidity and higher price volatility.
Corruption also remains a significant issue across the Latin
American investment universe and the effects of corruption could
have a material adverse effect on the Company’s performance.
Accounting, auditing and financial reporting standards and
practices and disclosure requirements applicable to many
companies in Latin American countries may be less rigorous than
in other markets. As a result, there may be less information
available publicly to investors in these securities, and such
information as is available is often less reliable.
Details of these risks are disclosed in note 16 to the financial
statements, together with a summary of the policies for
managing these risks.
Financial
The Company’s investment activities expose it to a variety of
financial risks that include interest rate, currency and liquidity
risk.
The Board focuses significant time on communicating directly
with the major shareholders and reviewing marketing strategy
and initiatives.
All investment trust marketing documents are subject to
appropriate review and authorisation.
Marketing
Marketing efforts are inadequate or do not comply with relevant
regulatory requirements, and fail to communicate adequately
with shareholders or reach out to potential new shareholders,
resulting in reduced demand for the Company’s shares and a
widening discount.
46
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Strategic Report
continued
and is confident that the Company has appropriate
controls and processes in place to manage these and to
maintain its operating model, even given the global
economic challenges posed by the Russia-Ukraine conflict,
the impact of climate change on portfolio companies and
the current climate of heightened geo-political risk;
if the tender offer was to be implemented in 2026 was fully
subscribed, the Directors consider that the Company will
still retain sufficient assets and liquidity to remain viable
and to continue to operate in accordance with its business
model and investment mandate; and
the Board has reviewed the operational resilience of the
Company and its key service providers (the Manager,
Depositary, Custodian, Fund Accountant, Registrar and
Broker) and have concluded that all service providers are able
to provide a good level of service for the foreseeable future.
The Directors have also reviewed the assumptions and
considerations underpinning the Company’s existing going
concern assertion which are based on:
processes for monitoring costs;
key financial ratios;
evaluation of risk management and controls;
portfolio risk profile;
share price discount to NAV;
gearing; and
counterparty exposure and liquidity risk.
Based on the results of their analysis, the Directors have
a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment.
Future prospects
The Board’s main focus is the achievement of capital growth
and an attractive total return. 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 and the Investment Manager’s Report.
Social, community and human rights issues
As an investment trust with no employees, the Company has
no direct social or community responsibilities or impact on
the environment. However, the Company believes that it is in
shareholders’ interests to consider human rights issues,
environmental, social and governance factors when selecting
and retaining investments. Details of the Company’s policy
on socially responsible investment are set out on page 62.
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.
In any event, the Board considers the Company’s supply
chains, dealing predominantly with professional advisers and
service providers in the financial services industry, to be low
risk in relation to this matter.
Directors, gender representation and
employees
The Directors of the Company on 31 December 2022, all of
whom held office throughout the year, are set out in the
governance structure and Directors’ biographies on
pages 30 to 32.
As at the date of this report, the Board consists of two men
and three women, and also is inclusive of other protected
characteristics covered in legislation. The Board recognises
the importance of diverse backgrounds and skill sets, and in
particular having a range of experienced Directors who, both
individually and collectively, possess a suitable balance of
skills, knowledge, and independence to enable it to fulfil its
obligations. The Board believes that the current composition
of the Board meets these objectives, and equality, diversity
and inclusion are at the forefront of Directors’ minds when
undertaking succession planning.
Further information on the composition and diversity of the
Board can be found in the disclosure table which follows below:
Number
Number
of Board
Percentage
of senior
Gender
members
of Board
roles held
1
Men
2
40
1
Women
3
60
2
Ethnicity
2
White British (or any
other white background)
4
80.0
2
Other
1
20.0
1
1
A senior position is defined as the role of Chairman, Audit Committee
Chairman or Senior Independent Director.
2
Categorisation of ethnicity is stated in accordance with the Office of National
Statistics classification.
The Company does not have any employees, therefore there
are no disclosures to be made in that respect.
The Chairman’s Statement on pages 5 to 8, along with the
Investment Manager’s Report and portfolio analysis on
pages 11 to 22 form part of the Strategic Report.
The Strategic Report was approved by the Board at its
meeting on 29 March 2023.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
29 March 2023
Section 3: Governance
47
Directors’ Report
The Directors present the Annual Report and audited
Financial Statements of the Company for the year ended
31 December 2022.
Status of the Company
The Company was incorporated in England and Wales on
12 March 1990 under registered number 2479975 and is
domiciled in the United Kingdom. The Company is registered
as an investment company as defined in Section 833 of the
Companies Act 2006 and operates as such.
The Company 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 requirements. The
Directors are of the opinion that the Company has conducted
its affairs in a manner which will satisfy the conditions for
continued approval.
As an investment company that is managed and marketed in
the United Kingdom, the Company is an AIF falling within the
scope of, and subject to the requirements of, the AIFMD, as
implemented, retained and onshored in the UK. The Company
is governed by the provisions of the Alternative Investment
Fund Managers’ Regulations. The Company 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 Financial
Conduct Authority (FCA). Further details are set out in the
Regulatory Disclosures Report on pages 108 to 112 and in the
Notes to the Financial Statements on pages 83 to 99.
The Company’s ordinary shares are eligible for inclusion in
the stocks and shares component of an Individual Savings
Account (ISA).
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 Organisation for Economic
Co-operation and Development (OECD) 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 Latin American Investment Trust plc
must 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.
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 are 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.
Dividends
Details of the dividends paid and payable in respect of the
year are set out in the Chairman’s Statement on page 6 and
note 8 on page 88.
Investment management and administration
BlackRock Fund Managers Limited (BFM) was appointed as
the Company’s 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))
continues to act 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 an annual management fee of 0.80% of net asset
value. The Company does not have any performance fee
arrangements in place.
48
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
The Investment Manager has sub-delegated certain of its
responsibilities and functions, including its discretionary
management of the Company’s portfolio, to the US based
Equity Income Investments team who are employed by
BlackRock Investment Management LLC (BIM LLC), a limited
liability company incorporated in Delaware which is regulated
by the US Securities and Exchange Commission. BFM, BIM
(UK) and BIM LLC are subsidiaries of BlackRock, Inc. which is
a publicly traded corporation on the New York Stock
Exchange operating as an independent firm.
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. In 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, represents
a budget of up to 0.025% per annum of its net assets
($194.8 million) as at 31 December 2021 and this
contribution is matched by BIM (UK). In addition, a budget
has been allocated for Company specific sales and marketing
activity. Total fees paid or payable for these services for the
year ended 31 December 2022 amounted to US$83,000
(excluding VAT). The purpose of the programme overall 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.
Appointment of the manager
The Board has considered 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 personnel assigned to handle
the Company’s affairs, the investment process and the results
achieved to date.
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. The Board believes that it is in shareholders’
interests as a whole that BlackRock should continue as
Investment Manager of the Company on the existing terms.
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 this review, the Board considered the quality and
continuity of the personnel assigned to handle the
Company’s affairs, the investment process and the results
achieved to date. The specialist nature of the Company’s
investment remit is, in the Board’s view, best served by the
Latin American team at BlackRock, who have a proven track
record in successfully investing in the Latin American region.
The principal contents of the agreement with the Manager
have been set out in the previous section. Having considered
the terms of this agreement, and those of other investment
trust companies, the Board considers that the terms of the
agreement represent an appropriate balance between cost
and incentivisation of the Manager.
Depositary and custodian
The Company has appointed The Bank of New York Mellon
(International) Limited as its Depositary (the Depositary or
BNYM). Their duties and responsibilities are outlined in the
investment fund legislation (as contained in the FCA AIF
Rulebook). The main role of the Depositary under the AIFMD
is to act as a central custodian with additional duties to
monitor the operations of the Company, including monitoring
cash flows and ensuring the value of the Company’s shares is
calculated 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
0.0095% of the net assets of the Company. The Company has
appointed the Depositary in a tripartite agreement to which
BFM as AIFM is also a signatory. The Depositary is also liable
for loss of financial instruments held in custody.
Under the depositary agreement, custody services in respect
of the Company’s assets have been delegated to BNYM which
also receives a custody fee payable by the Company at rates
depending on the number of trades effected and the location
of securities held. Custody fees of US$35,000 (2021:
US$61,000) were paid to BNYM. 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 (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, shareholder documentation, the Common
Reporting Standard and the Foreign Account Tax
Compliance Act.
The Registrar receives a fixed fee plus disbursements and VAT
per annum. Fees in respect of corporate actions and other
services are negotiated on an arising basis.
Change of control
There are no agreements to which the Company is a party that
might be affected by a change in 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 by
BFM. More information in respect of BlackRock’s approach to
investment stewardship and proxy voting guidelines is set out
Directors’ Report
continued
Section 3: Governance
49
on pages 23 to 26. BlackRock’s market-specific voting
guidelines are available on its website at
https://www.blackrock.com/corporate/about-us/investment-
stewardship#principles-and-guidelines.
During the year under review, the Investment Manager voted
on 544 proposals at 55 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
56 management resolutions and abstained from voting on
144 resolutions. Most of the votes against were in respect of
proposals which contained insufficient disclosure for the
Investment Manager to make an informed decision, or where
the Investment Manager did not believe that the proposals
were in the best interests of shareholders, or in respect of
executive remuneration packages which were considered to
be poorly structured.
Continuation of the Company
As agreed by shareholders, an ordinary resolution for the
continuation of the Company as an investment trust is
proposed biennially at the AGM. The last such resolution was
put to shareholders at the 2022 AGM and hence the next
resolution will be put to shareholders at the AGM in 2024. If
any such ordinary resolution is not passed, the Directors will
convene a general meeting within three months at which
proposals for the liquidation or reconstruction of the
Company will be put forward.
Principal risks
The key risks faced by the Company are set out in the
Strategic Report on pages 43 to 45.
Going concern
As described in the viability statement on pages 45 and 46 of
the Annual Report, the Directors have considered the
financial resources available to the Company, the nature and
liquidity of the portfolio, the Company’s projected income
and expenditure and the fact that the Company’s ongoing
charges represent a very small percentage of net assets
(1.13% of average daily net assets for the year ended
31 December 2022). In addition, the Board has considered
the fact that the Company has access to additional liquidity
through a US$25 million bank overdraft facility, subject to
a maximum restriction of 30% of net asset value and the fact
that the Company has a relatively liquid portfolio (as at
31 December 2022, 100% of the portfolio was capable of
being liquidated within 3 days). The Board has also reviewed
the Company’s revenue and expense forecasts and is
comfortable that the Company’s business model remains
viable and that the Company has sufficient resources to meet
all liabilities as they fall due for the period up to 31 December
2024 (being a period of at least 12 months from the date of
approval of these financial statements). Having taken these
factors into account, the Directors are satisfied that the
Company has adequate resources to continue in operational
existence for the foreseeable future, that it is able to meet its
liabilities as they fall due and that it is financially sound.
The Board has also considered the ongoing relevance of the
Company’s investment objective, business model and
investment policy in the current environment of heightened
geo-political risk due to the Russia
-Ukraine conflict. The
Board also notes that the Company’s mandate to invest in the
relatively volatile Latin American region is well-suited to the
Company’s closed end structure which provides intraday
liquidity to investors and the ability for the portfolio
managers to invest over a longer-term time horizon than
many open ended peers. In the Board’s view this investment
mandate also provides important diversification for investors
in a climate of heightened geo-political risk. The Company is
one of only two investment trusts in the AIC peer group with
exposure to the Latin American region and is substantially
the largest, providing investors with the opportunity for
exposure to the region that cannot be easily obtained
elsewhere.
The Board also remains mindful of the continuing uncertainty
surrounding the potential duration of the Russia-Ukraine
conflict and its longer-term effects on the global economy.
As a result of their review, the Directors are satisfied that the
Company has adequate resources to continue in operational
existence for the period to 31 December 2024, being a period
of at least 12 months from the date of approval of these
financial statements. For this reason, they continue to adopt
the going concern basis in preparing the financial
statements. The Company’s longer term viability is
considered in the viability statement on pages 45 and 46.
Directors
The Directors of the Company as at 31 December 2022 and
their biographies are set out on pages 31 and 32. Details of
Directors’ interests in the ordinary shares of the Company are
set out on page 56 of the Directors’ Remuneration Report. All
of the Directors in office at the date of this report held office
throughout the year under review.
All appointments to the Board and re-elections of Directors
are carried out in accordance with the Companies Act and the
Company’s Articles of Association. In accordance with best
practice and developing Corporate Governance, Directors
now stand for re-election on an annual basis. Accordingly,
Carolan Dobson, Craig Cleland, Laurie Meister and Nigel
Webber will all retire at the 2022 AGM and being eligible will
offer themselves for re-election. Mahrukh Doctor will not be
seeking re-election.
The Board has considered the time commitment of each
Director to ensure that they have sufficient time to effectively
discharge their duties to the Company.
50
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Directors’ Report
continued
In respect of tenure, the Board subscribes to the view
expressed in the AIC Code that long-serving Directors should
not be prevented from forming part of an independent
majority. It does not consider that the length of a Director’s
tenure, in isolation, reduces his or her ability to act
independently. The Board’s policy on tenure is that continuity
and experience add significantly to the strength of the Board
and, as such, no formal limit on the overall length of service
of any of the Company’s Directors has been imposed,
although the Board believes in the merits of an ongoing and
progressive refreshment of its composition. With this in mind,
the Board notes that Professor Doctor has served on the
Board since 2009, and her tenure exceeds the nine years
recommended as the maximum limit under the UK Code.
Given her extensive experience and knowledge, Professor
Doctor agreed at the Board’s request to remain as a Director
of the Company through 2022 to help to guide the Company
through its continuation vote and tender, but she will not seek
re-election at the 2023 AGM.
Having considered the Directors’ performance within the
annual Board performance evaluation process, further details
of which are provided on pages 59 and 60, the Board believes
that it continues to be effective and that the Directors bring
extensive knowledge and experience, suitably aligned to the
activities of the Company, and demonstrate a range of
valuable business, financial and asset management skills, as
set out in the table on the following page. Further details of
their experience and expertise can be found in their
biographies on pages 31 and 32 and in the table above.
Further details of the independence of the Board and Board
tenure is provided in the Corporate Governance Report on
pages 59 and 60.
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 is 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 Directors individually
which are available for inspection at the registered office of
the Company and will be available at the AGM.
The powers of the Directors are set out in the Corporate
Governance Statement on pages 59 to 64.
Conflicts of interest
The Board has put in place a framework for Directors to report
conflicts of interests 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
conflicted or possibly conflicted with the interests of the
Company. The Board has concluded that the framework
worked effectively throughout the year.
All new situations or changes to previously reported
situations are reviewed on an individual basis and reviewed at
each meeting. Directors are also reminded at each meeting
that there remains a continuing obligation to notify the
Company Secretary of any new situations that may arise or
any changes that may occur to a previously notified situation.
Directors’ Remuneration Report and Policy
The Directors’ Remuneration Report is set out on pages 54
to 56. An advisory ordinary resolution to approve this report
will be put to shareholders at the forthcoming AGM. The
Company is also required to put the Directors’ Remuneration
Policy to a binding shareholder vote every three years. The
Company’s Remuneration Policy was last put to shareholders
at the AGM in June 2020, therefore an ordinary resolution to
approve the policy will next be put to shareholders at the
forthcoming AGM in 2023. Further details are given on
pages 54 to 58.
Notifiable interest in the Company’s voting rights
As at 31 December 2022, the following investors had declared a notifiable interest in the Company’s voting rights.
Number of
% of issued
ordinary shares
share capital
City of London Management Limited
6,120,962
20.78%
Lazard Asset Management Ltd
2,885,204
9.80%
1607 Capital Partners
1,219,663
4.14%
Section 3: Governance
51
Subsequent to the year end, and as at 28 March 2023, the following investors had declared a notifiable interest in the
Company’s voting rights.
Number of
% of issued
ordinary shares
share capital
City of London Management Limited
6,120,962
20.78%
Lazard Asset Management Ltd
2,885,204
9.80%
1607 Capital Partners
1,219,663
4.14%
No other shareholder has notified an interest of 3% or more in the Company’s shares up to 28 March 2023.
Share capital
Full details of the Company’s issued share capital are given in
note 14 on page 90. Details of the voting rights in the
Company’s shares as at the date of this report are also given
in note 17 to the Notice of Annual General Meeting on
page 125. 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
or on the transfer of the ordinary shares. There are no shares
which carry specific rights with regard to the control of the
Company.
Share issues and share repurchases
The Company has the authority to purchase ordinary shares
in the market to be held in treasury or for cancellation and to
issue new shares or sell shares from treasury for cash. No
ordinary shares were issued or sold under this authority
during the year.
The Directors consider that it is in the interests of
shareholders as a whole that the price of the ordinary
shares reflects, as closely as possible, the NAV per share.
The Directors will consider the issue at a premium or
repurchase at a discount of ordinary shares to address
any supply/demand imbalance in the market. Any such
transactions will enhance the net asset value for continuing
shareholders.
Although the Investment Manager initiates any buy backs,
the policy and parameters are set by the Board and reviewed
at regular intervals. The Company intends to raise the cash
needed to finance the purchase of shares either by selling
securities in the Company’s portfolio or by short term
borrowing.
The current authority to purchase ordinary shares in the
market to be held in treasury or for cancellation was granted
to the Directors on 19 May 2022 and expires at the date of
the 2023 AGM. The Directors are proposing that their
authority to purchase ordinary shares in the market to be
held in treasury or for cancellation be renewed at the
forthcoming AGM.
Performance triggered tender offer
Tender proceeds were paid to shareholders on 26 May 2022,
in accordance with the process described in the tender
circular published on 5 April 2022. In total, 9,810,979 shares
(representing 24.99% of the eligible share capital) were
repurchased by the Company and subsequently cancelled.
Treasury shares
At the AGM in 2022 the Company was authorised to purchase
its own ordinary shares to be held in treasury for reissue or
cancellation at a future date. There was no change in the
amount of ordinary shares held in treasury during the year.
Both the repurchase for cancellation and the use of treasury
shares should assist in providing a discount management
mechanism and enhancing the NAV of the Company’s shares.
This will provide the Directors with additional flexibility to
manage the Company’s investment portfolio.
The Board intends only to authorise the sale of shares from
treasury at prices at or above the prevailing NAV per share
(plus costs of the relevant sale). This should result in
a positive overall effect on existing shareholders.
The Company currently holds 2,181,662 ordinary shares in
treasury and will seek the necessary authority to hold and
reissue treasury shares at the forthcoming AGM.
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.
52
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Directors’ Report
continued
Articles of Association
Any amendments to the Company’s Articles of Association
must be made by special resolution.
Annual general meeting
AGM Arrangements
The following information to be discussed at the
forthcoming AGM 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.
Resolutions for the re-election of Directors
The biographies of the Directors are set out on pages 31 and 32
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
below. All the Directors in office at the date of this report held
office throughout the year. All Directors will stand for
re-election by shareholders at the meeting in accordance with
the requirements of the UK Code with the exception of
Professor Doctor who will not seek re-election.
Resolution 5
relates to the re-election of Ms Dobson who was
appointed on 1 January 2016.
Ms Dobson has current and detailed knowledge of
investment management and investment trusts. She brings
leadership skills and much in-depth knowledge, expertise
and experience of the sector to the Board, having served as
a non-executive director on or chaired a number of
investment trust boards and also having headed up the
investment trust business at Murray Johnstone and also the
UK Equity business at Abbey Asset Managers.
Resolution 6
relates to the re-election of Mr Cleland who was
appointed on 1 January 2019. Mr Cleland is an asset
management executive working in the promotion and
running of investment companies and regularly liaises with
a number of brokers, auditors and regulators, which
contributes towards keeping his extensive industry
knowledge up to date. He also meets regularly with both
institutional and retail investors in the sector to discuss
industry issues. He has extensive knowledge of investment
trust technical and accounting issues, and was a member of
the Association of Investment Companies’ (AIC) Technical
Committee for ten years during which time he helped to
develop the AIC’s Statement of Recommended Practice
(SORP) for the industry. He brings this strong accounting and
technical background and experience of the audit committee
remit (having also acted as the audit committee chairman of
the Invesco Select Trust plc since 2016) to his role as the
Company’s Audit Committee Chairman.
Resolution 7
relates to the re-election of Mr Webber who was
appointed on 1 April 2017. Mr Webber has many years of
experience in the investment and asset management
business, and was previously Global Chief Investment Officer
for HSBC Private Banking Group; he brings in-depth
knowledge, expertise and experience in investment matters
(including experience relating to the Latin American region)
to his role on the Board. Mr Webber is also a qualified
Chartered Accountant and brings this skill set to his role as
a member of the Company’s Audit Committee.
Resolution 8
relates to the re-election of Ms Meister who was
appointed on 1 February 2020. She brings in-depth and
extensive financial markets experience to her role, with
twenty eight of her thirty-two years in the sector dedicated to
having led and developed Latin American equity and capital
markets businesses and other emerging markets.
Resolutions relating to the following items of special
business will be proposed at the forthcoming AGM.
Ordinary Resolutions
Resolution 11 Authority to allot shares:
The Directors may only allot shares for cash if authorised to
do so by shareholders in a general meeting. This resolution
seeks authority for the Directors to allot ordinary shares for
cash up to an aggregate nominal amount of US$147,243.20
which is equivalent to 1,472,432 ordinary shares of 10 cents
each and represents 5% of the Company’s issued ordinary
share capital as at the date of the Notice of the Annual
General Meeting (excluding shares held in treasury). This
resolution will expire at the conclusion of the next AGM of the
Company to be held in 2024, unless renewed prior to that
date at an earlier general meeting.
Special Resolutions
Resolution 12 Authority to disapply pre-emption
rights:
By law, Directors require specific authority from shareholders
before allotting new shares for cash or selling shares out of
treasury for cash, without first offering them to existing
shareholders in proportion to their holdings. Resolution 12
empowers the Directors to allot new shares for cash or to sell
shares held by the Company in treasury, otherwise than to
existing shareholders on a pro-rata basis, up to an aggregate
nominal amount of US$147,243.20 which is equivalent to
1,472,432 ordinary shares of 10 cents each and represents
5% of the Company’s issued ordinary share capital as at the
Section 3: Governance
53
date of the Notice of Annual General Meeting (excluding
shares held in treasury).
This resolution will expire at the conclusion of the next AGM
of the Company to be held in 2024, unless renewed prior to
that date at an earlier general meeting.
Resolution 13 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 believe that the ability to buy back
shares has significant advantages for both the Company and
its shareholders. The buy back authority provides the Board
with a mechanism to balance the supply of shares with
prevailing demand, with a view to bringing these into balance.
The Board’s aim with share buy backs is to narrow the
discount at which the shares trade to NAV to ensure that the
share price is a close as possible to NAV thus preserving
shareholder value. The Board’s intention is only to buy shares
back at a discount to NAV, and hence any buy backs
undertaken will enhance shareholder value as the repurchase
will result in a greater proportion of assets becoming
attributable to fewer shares. In addition, share buy backs may
help to deter short term investors who are seeking to exploit
the discount and achieve instant returns (rather than
reflecting a long-term view of the prospects of the Company);
hence the ability to operate a buy back authority is in the long
term interests of shareholders. Whilst there have been no buy
backs for the year to 31 December 2022 or in 2023 (up to the
date of this report), this is a reflection of historic market
conditions and should not be used as an indication of the
frequency and impact that any share buy backs would have
on the future share rating of the Company.
The Board continues to monitor the market and, in
conjunction with the Company’s broker, gives consideration
to the possibility of buying back shares as required. The
Board believes that the buy back authority is an important
mechanism on the Company’s tool kit to manage the
Company’s share rating in the interests of all shareholders,
and recommends that shareholders vote in favour of this
resolution.
The Directors are seeking authority to purchase up to
4,414,351 ordinary shares (being 14.99% of the issued share
capital, excluding treasury shares, as at the date of this
report). This authority, unless renewed at an earlier general
meeting, will expire at the conclusion of the next AGM of the
Company to be held in 2024.
Recommendation
The Board considers that each of the resolutions is likely to
promote the success of the Company and is in the best
interests of the Company and its shareholders as a whole.
The Directors unanimously recommend that you vote in
favour of these 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 59 to 64. The Corporate Governance Statement
forms part of this Directors’ Report.
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
report confirms 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.
Independent Auditor
The Auditor, Ernst & Young LLP, has indicated their
willingness to continue in office and resolutions proposing
their reappointment and authorising the Audit Committee to
determine their remuneration for the ensuing year will be
submitted at the Annual General Meeting.
The Directors’ Report was approved by the Board at its
meeting on 29 March 2023.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited Company
Secretary
29 March 2023
54
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
The Board presents the Directors’ Remuneration Report for
the year ended 31 December 2022 which has been prepared
in accordance with Sections 420 – 422 of the Companies
Act 2006. The Remuneration Policy which is subject to
a triennial binding vote is set out on pages 57 and 58.
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 72 to 78.
Statement of 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 basis
for determining the level of any increase in the Directors’
remuneration is set out in the Directors’ Remuneration Policy
on pages 57 and 58.
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 four scheduled Board meetings and two
Audit 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.
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 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
requirements have 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 more new regulatory obligations that will become
applicable to the Company over the next few years, and the
Directors will need to devote time to ensuring that the Company
is compliant with these new requirements, resulting in a further
increase in workload for Directors. The Board will continue to be
mindful of this in setting remuneration levels.
The Board’s remuneration was last reviewed in November 2022.
Following this review it was agreed to increase the level of
Directors’ fees by 5% with effect from 1 January 2023.
Directors’ fees were last increased on 1 January 2020. Directors’
fees are set out in the policy table on page 58. 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 Remuneration Committee is responsible for Directors’
remuneration and for setting the Company’s remuneration
policy. The Committee is wholly comprised of independent
Directors. The names of the members of the Remuneration
Committee are set out on page 30.
Implementation of the Remuneration Policy
in the year 2021
The Directors intend that the Remuneration Policy will be
implemented as set out on pages 57 and 58. The Directors’
Remuneration Policy on page 57 and the policy table on
page 58 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/service contracts
The maximum remuneration of the Directors is determined
within the limits of the Company’s Articles and currently
amounts in aggregate to £250,000. None of the Directors are
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
55
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.
Remuneration implementation report
A single figure for total remuneration of each Director is set out in the table below for the year ended 31 December 2022. The
information in the table below has been audited.
Year ended 31 December 2022
Year ended 31 December 2021
Taxable
Taxable
Fees
benefits
1
Total
Fees
benefits
1
Total
Directors
£
£
£
£
£
£
Carolan Dobson (Chairman)
47,800
3,882
51,682
47,800
919
48,719
Craig Cleland
(Audit Committee Chairman)
36,700
2,585
39,285
36,700
36,700
Mahrukh Doctor
(Remuneration Committee Chairman)
34,600
4,280
38,880
34,600
963
35,563
Laurie Meister
32,600
233
32,833
32,600
32,600
Nigel Webber
32,600
95
32,695
32,600
32,600
Total
184,300
11,075
195,375
184,300
1,882
186,182
1
Taxable benefits relates to travel and subsistence costs.
No discretionary payments were made in the year to 31 December 2022 (2021: £nil).
The amounts paid by the Company to the Directors were for services as non-executive Directors. As at 31 December 2022, fees
of £15,000 (2021: £15,000) were outstanding to Directors in respect of their annual fees.
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 loss on ordinary activities after taxation, total operating expenditure and dividend
distributions.
2022
2021
Change
US$’000
US$’000
US$’000
Directors’ total remuneration
231
254
(23)
Total dividends paid and payable
12,207
10,820
+1,387
Net profit/(loss) on ordinary activities after taxation
13,669
(28,006)
+41,675
Total operating expenditure
1,958
2,519
(561)
56
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Directors’ Remuneration Report
continued
Five year change comparison
Over the last five years, Directors’ pay has increased as set out in the table below:
2022
2021
2020
2019
2018
Carolan Dobson
1
0.0%
0.0%
1.7%
2.2%
5.9%
Craig Cleland
2
0.0%
0.0%
4.9%
N/a
N/a
Mahrukh Doctor
3
0.0%
0.0%
3.3%
8.1%
0.0%
Laurie Meister
4
0.0%
0.0%
N/a
N/a
N/a
Nigel Webber
5
0.0%
0.0%
1.9%
3.2%
0.0%
1
Ms Dobson was appointed Chairman on 2 March 2017; the 5.9% increase in 2018 relates to an uplift in salary related to this change in role.
2
Mr Cleland was appointed Director on 1 January 2019 and Chairman of the Audit Committee on 31 March 2019. The increase of 4.9% in 2020 reflects the fact
that he received an increase related to his appointment as Audit Committee Chairman in March 2019.
3
Professor Doctor was appointed Chairman of the Remuneration Committee on 31 March 2019; the majority of the 8.1% increase in 2019 relates to an uplift in
salary related to this change in role.
4
Ms Meister was appointed on 1 February 2020. For the purposes of the calculations in the above table her salary has been annualised for the year to 31 December 2020.
5
Mr Webber was appointed on 1 April 2017. For the purposes of the calculations in the above table his salary has been annualised for the year to 31 December 2017.
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.
Ordinary shares
29 March
31 December
31 December
2023
2022
2021
Carolan Dobson
4,792
4,792
4,792
Mahrukh Doctor
686
686
686
Nigel Webber
5,000
5,000
5,000
Craig Cleland
12,000
12,000
10,000
Laurie Meister
2,915
2,915
2,915
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 49
and in the Corporate Governance Statement on page 60.
Performance
The graph below compares the Company’s NAV and share
price total returns with the total return on an equivalent
investment in the MSCI EM Latin America Index (Net Return).
This index is deemed to be the most appropriate as the
Company has a Latin American objective.
Performance from 31 December 2012 to
31 December 2022
By order of the Board
MAHRUKH DOCTOR
Chairman
Remuneration Committee
29 March 2023
40%
60%
80%
100%
120%
Dec 12
Dec 13
Dec 14
Dec 15
Dec 16
Dec 17
Dec 18
Dec 20
Dec 22
Dec 21
Dec 19
Sources: BlackRock Investment Management (UK) Limited and Datastream.
          
with dividends reinvested.
NAV (total return)
MSCI EM Latin America Index
   
Share price (total return)
Section 3: Governance
57
Directors’ Remuneration Policy
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 29 June 2020, with 99.87% of votes cast
(including votes cast at the Chairman’s discretion) in favour
and 0.13% votes cast against. The remuneration policy will
next be put to a binding shareholder vote at the forthcoming
AGM in 2023.
The Directors’ Remuneration Report was last approved by
shareholders at the AGM held on 19 May 2022, with 99.63%
of votes cast (including votes cast at the Chairman’s
discretion) in favour and 0.37% 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
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. The Board is
cognisant of the need to avoid any potential conflicts of
interest and has therefore agreed a mechanism by which no
Director is present when his or her own pay is being
considered.
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’ 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. 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.
58
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Remuneration policy table
Operation
Purpose and link
to strategy
Fees payable to Directors should be sufficient to attract and retain individuals of high calibre who possess
knowledge and experience suitably aligned to the activities of the Company. 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:
Chairman – £50,200
Audit Committee Chairman – £38,600
Remuneration Committee Chairman/Senior Independent Director – £36,400
Directors – £34,300
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 set a limit of £250,000 in
respect of the total remuneration that may be paid to Directors in any financial year. In addition, the Directors
propose a limit of £50,000 in relation to the maximum that may be paid in respect of taxable benefits. 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’ pay each year to ensure that this is in line with the level of
Directors’ remuneration for other investment trusts of a similar size. When making recommendations for any
changes in pay, the Board will consider 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 Committee. The level of discretionary fees shall be
determined by the Directors and will be subject to a maximum of £25,000 per annum per Director. Any
discretionary fees paid will be disclosed in the Directors’ remuneration implementation report within the
Annual Report.
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.
Directors’ Remuneration Policy
continued
Section 3: Governance
59
Corporate Governance Statement
Chairman’s introduction
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 the Company in a manner which is responsible
and consistent with our belief in honesty, transparency and
accountability. In our view, good governance means
managing the 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 report, which forms part of the Directors’ Report,
explains how the Board deals with 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
party service providers, the Company has no employees and
the Directors are all non-executives, therefore not all of the
provisions 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 throughout this accounting
period, except for the provisions relating to:
the role of the chief executive; and
executive directors’ remuneration.
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 the UK Code is set out below.
The Board
Board composition
The Board currently consists of five non-executive Directors.
In accordance with best practice and developing corporate
governance, all of the Directors have agreed to submit
themselves to annual re-election. Therefore, all Directors will
retire and stand for re-election and for election.
The Directors’ biographies, on pages 31 and 32, demonstrate
a breadth of investment knowledge, business and financial
skills which enables 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 31.
Each Director has signed a letter of appointment to formalise
in writing the terms of their appointment as Directors. Copies
of these letters are available on request from the Company’s
registered office.
Board independence and tenure
The Board regularly reviews the independence of its members
and considers all of the Directors to be independent. The Board
is of the view that length of service will not necessarily
compromise the independence or contribution of directors of
an investment trust company, where continuity and experience
can add significantly to the strength of the Board. Whilst the
Board recognises the benefits of diversity and regular
refreshment, it does not believe that length of tenure should be
the predominant factor in determining an individual’s
independence. The Board believes that the overarching
objective should be to establish and maintain a board which
has a range of tenure, skills and experience such that it can
effectively discharge its duties and retain the benefits of
corporate memory, while also benefiting from regular board
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| Annual Report and Financial Statements 31 December 2022
refreshment, which inevitably brings new ideas and
perspectives. The Board’s independence, (including that of
Professor Mahrukh Doctor who has served on the Board for in
excess of 9 years), has been considered, and all current
Directors are deemed to be wholly independent. A number of
factors were taken into account when making this assertion,
including length of tenure, the individual contribution of each
Director, their other directorships and interests, and their
ongoing commitment and enthusiasm to promote the
long-term success of this Company, its shareholders and wider
stakeholders. With regard to Professor Doctor, the Board
expressly considered the impact of her length of tenure in their
independence deliberations and concluded that she was
independent in judgement and character, and hence
requested that Professor Doctor remain on the Board through
2022 to help to guide the Company through the continuation
vote and tender. Professor Doctor will not seek re-election at
the 2023 AGM.
Diversity
The Board’s policy is to take diversity into account during the
recruitment and appointment process. The Board recognises
the benefits of diverse backgrounds and skill sets, and in
particular of having a range of experienced Directors who, both
individually and collectively possess a suitable balance of skills,
knowledge, experience, backgrounds, ethnicity, gender,
independence and other characteristics to enable it to fulfil its
obligations. It will therefore endeavour to comply with best
practice and applicable regulation in respect of diversity and
will seek to consider characteristics such as age, ethnicity,
gender, disability, and educational and professional
background in the recruitment process. All Board appointments
use the services of an external consultant. Going forward any
consultant will be instructed to provide a list of candidates with
representation across gender and ethnicity as well as
professional background and other characteristics. As at the
date of this report, the Board consists of two men and three
women, and is also inclusive of other protected characteristics
covered in legislation. For the first time this year, the Board has
disclosed, amongst other data, the ethnicity of the Board. The
disclosure can be found on page 46, and the Board is pleased
to note it is compliant with the recommendations of both the
BEIS sponsored FTSE Women Leaders Review (which set new
targets for FTSE 350 companies designed to achieve boards
with 40% female representation and at least one woman in the
role of Chair or Senior Independent Director the end of 2025)
and the Parker Review recommendation that FTSE 350
companies have at least one director from an ethnically diverse
background by 2024.
The Company does not have any employees, therefore there
are no disclosures to be made in that respect.
Directors’ appointment, retirement and rotation
The rules concerning the appointment, retirement and
rotation of Directors are set out on page 49 of the Directors’
Report and page 60 of the Corporate Governance Statement.
The Board believes that it has a good balance of skills and
experience. The Board recognises the value of progressive
refreshing of, and succession planning for, company boards.
All Directors are subject to annual re-election. Each Director’s
appointment has been reviewed by the Board prior to
submission for re-election. Following the formal evaluation
the Chairman is pleased to confirm that each of the Directors
standing for re-election or election continues to be effective
and to demonstrate commitment to the role (including time
for Board and Committee meetings and any other duties).
Professor Doctor, as Senior Independent Director, is pleased
to confirm that, following the formal evaluation, the
Chairman also continues to be effective and to demonstrate
commitment to the role (including time for Board and
Committee meetings and any other duties).
The Board accordingly recommends the re-election of the
Chairman and each of the Directors to stand for re-election at
the forthcoming AGM Professor Doctor will not be seeking
re-election at the AGM.
The Board is cognisant of the concept of ‘overboarding’ and has
considered the time commitment required by the Directors’
other roles, taking into account their nature and complexity.
Directors’ recruitment
The Nomination Committee, which comprises all the Directors,
reviews 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 are made on a formalised basis, with the Committee
agreeing the selection criteria and the method of selection,
recruitment and appointment. Board diversity, including gender,
is taken into account in establishing the criteria. The services of
an external search consultant may be used to identify suitable
candidates and assist with the selection process.
Directors’ induction and training
When a new Director is appointed to the Board, he or she is
provided with all relevant information regarding the Company
and their duties and responsibilities as a Director. In addition,
a new Director will also spend some time with the Portfolio
Managers, the Company Secretary and other key employees
of the Manager whereby he or she will become familiar with
the workings and processes of the Company.
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, representatives of the Manager and the Company
Secretary regarding any proposed developments or changes
in laws or regulations that could affect them or the Company.
Corporate Governance Statement
continued
Section 3: Governance
61
Directors’ liability insurance
The Company has maintained appropriate Directors’ Liability
Insurance cover throughout the year.
The Board’s responsibilities
The Board is responsible for the effective stewardship of the
Company’s affairs. 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 gearing policy, dividend policy, public
documents such as the Annual Reports 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, the Board
has full and timely access to relevant information.
The Board meets on a quarterly basis 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 each meeting there is
regular contact with the Manager and the Investment Manager.
In total the Board met formally on four occasions during the
year. The full attendance record is set out on pages 31 and 32.
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.
The Board has direct access to company secretarial advice and
services of the Manager, through a nominated representative,
who is responsible to the Board for ensuring that the Board
and Committee procedures are followed, and that the
Company complies with applicable rules and regulations.
Performance evaluation
In order to review the effectiveness of the Board, the
Committees and the individual Directors, the Board carries
out an annual appraisal process. This encompasses both
quantitative and qualitative measures of performance in
respect of the Board and its Committees, implemented by
way of the completion of an evaluation survey and a
subsequent review of the findings. The appraisal of the
Chairman follows the same process and is carried out by the
Board as a whole under the leadership of the Senior
Independent Director in the absence of the Chairman. The
appraisal process is considered by the Board to be
constructive in terms of identifying areas for improving the
functioning and performance of the Board and the
Committees and the contribution of individual Directors, as
well as building on and developing individual and collective
strengths. There were no significant actions arising from the
evaluation process and it was agreed that the Board as
a whole 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 47 and 48.
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 Investment Manager has delegated the portfolio
valuation and fund accounting services to The Bank of New
York Mellon (International) Limited.
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 on page 48 of the
Directors’ Report.
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 107. The
agreement with the previous Depositary, BNY Mellon Trust &
Depositary (UK) Limited, was transferred via a Deed of
Novation dated 1 November 2017.
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
approach to voting at shareholder meetings are set out on
pages 48 and 49.
Committees of the Board
The Board has appointed a number of committees as set out
below and on page 30. Copies of the terms of reference of
each committee are available on request from the Company’s
registered office and are also available on the BlackRock
website at www.blackrock.com/uk/brla.
Audit Committee
The Audit Committee, which is currently chaired by
Mr Cleland, comprises the whole Board with the exception of
Ms Dobson, who is not a member of the Committee but who
may attend by invitation.
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| Annual Report and Financial Statements 31 December 2022
Corporate Governance Statement
continued
Further details are provided in the Report of the Audit
Committee on pages 65 to 68.
Nomination Committee
The Nomination Committee is currently chaired by
Ms Dobson, and consists of the Chairman of the Committee,
Professor Doctor, Mr Webber, Mr Cleland and Ms Meister.
Further details are provided on page 30.
Management Engagement Committee
The Management Engagement Committee is currently
chaired by Ms Dobson, and consists of the Chairman of the
Committee, Professor Doctor, Mr Webber, Mr Cleland and
Ms Meister. Further details are provided on page 30.
Remuneration Committee
The Remuneration Committee is currently chaired by
Professor Doctor, and consists of the Chairman of the
Committee, Ms Dobson, Mr Webber, Mr Cleland and
Ms Meister. Further details are provided on page 30.
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 the Audit Committee
receives reports from the Manager setting out the internal
controls which are in place and identifying any significant
failings or weaknesses. If any matter is categorised by the
Board as significant, procedures exist to ensure that
necessary action is taken to remedy the failing. 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
departments. 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 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
report to the Committee on a semi-annual basis 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 that this is required. The Committee also receives
Service Organisation Control (SOC 1) reports respectively from
BlackRock and The Bank of New York Mellon (International)
Limited (BNYM) on the internal controls of their respective
operations (and in the case of BNYM, in respect of asset
servicing and custody services, centrally managed information
technology services and fund administration and securities
data management 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, the Fund Accountant and the Custodian.
The 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.
The Company does not have its own internal audit function
as all administration is delegated to the Manager and other
third party service providers. The Board monitors the controls
in place through the Manager’s internal audit department
and feels 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 69, the Independent Auditor’s Report on pages 72 to 78,
and the Statement of Going Concern on page 49.
Socially responsible investment
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 predominantly in securities quoted in
Latin America. While the Company has not adopted an
ESG investment strategy or exclusionary screens, the Board
believes that, to meet its investment objectives, it is important
to invest in companies whose boards act responsibly in respect
Section 3: Governance
63
of environmental, ethical and social issues. The Investment
Manager’s evaluation procedures and financial analysis of the
companies within the portfolio take into account
environmental policies and other business issues.
The Manager is a Tier 1 signatory to the UK Stewardship Code,
which, among other things, sets out the responsibilities of
institutional shareholders in respect of investee companies.
The Manager’s compliance with the UK Stewardship Code is
publicly available on the BlackRock website
https://www.blackrock.com/corporate/aboutus/investment-
stewardship.
The Company’s investment process is ESG integrated. The
Investment Manager defines ESG integration as the practice of
explicitly incorporating material ESG information into
investment decisions to help enhance risk-adjusted returns.
Details on ESG integration can be found on pages 23 to 26.
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 and the Manager has
anti-bribery policies and procedures in place which are high
level, proportionate and risk based. The Company’s 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
Communication with shareholders is given a high priority.
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 52 and 53, separate resolutions are proposed for
substantive issues.
In addition, the Manager will review the Company’s portfolio
and performance at the AGM, where all the Directors and
representatives of the Manager will be available to answer
shareholders’ queries. Proxy voting figures will be announced
to the shareholders at the AGM and will be made available on
the Company’s website at www.blackrock.com/uk/brla shortly
after the meeting. In accordance with provision 4 of 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 Board noted the votes against one resolution at the March
2023 Annual General Meeting by two significant shareholders
and subsequently sought to understand its reasons for so
doing. The Board, represented by its Broker (Cenkos Securities
plc), discussed the reasons for the ‘against’ vote with the
Proxy/Voting advisors to the shareholders who had cast the
majority of these votes against resolution 5 and was notified
that these shares were voted against because Mr Cleland’s
attendance record as set out on page 33 of the annual report
for the year ended 31 December 2021 reflected the fact that he
had missed the Board, Management Engagement Committee
and Nomination Committee meetings held on 16 November
2021. The Broker explained to the relevant advisory and
manager representatives that Mr Cleland had missed the
meeting due to illness. The Broker also advised that Mr Cleland
had fully recovered, and the issue is not expected to recur. In
response to the explanation, the advisory representatives and
representatives of the investment manager confirmed that had
this information been made publicly available at the time, they
would have been fully supportive of Mr Cleland’s re-election,
and they had no other issues to raise in this respect.
The Board appreciates this feedback and notes that in future
the Company’s annual report will give additional detail in
respect of the reason/justification for non-attendance at
meetings to the extent this ever recurs.
The Board discusses with the Manager at each Board
meeting any feedback from meetings with shareholders, and
it also receives reports from its corporate broker. A regular
dialogue has been maintained with the Company’s
institutional investors and private client asset managers both
directly through the Board and through the Manager. The
Chairman and other Directors also meet with shareholders
periodically, without the Manager being present to ensure
that the Manager is not used as the sole conduit for
shareholder communication with the Board. The dialogue
with shareholders provides a two way forum for canvassing
the views of shareholders and for enabling the Board to
become aware of any issues of concern, including those
relating to performance, strategy and corporate governance.
Shareholders wishing to communicate with the Chairman, the
Senior Independent Director and Chairman of the Audit
Committee or other members of the Board may do so by writing
to the Company Secretary at the registered office address on
page 107 or by sending an email to cosec@blackrock.com. The
Company Secretary has no authority to respond to enquiries
addressed to the Board and all communication, other than junk
mail, is redirected to the Chairman.
There is a section within this report entitled Shareholder
Information, on pages 102 to 104, which provides an
overview of useful information available to shareholders.
64
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Corporate Governance Statement
continued
The Company’s Annual Report and Financial Statements are
also published on www.blackrock.com/uk/brla, which is the
website maintained by the Company’s Manager. 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 financial statements
may differ from legislation in their jurisdiction.
Packaged Retail & 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 PRIIPs Regulation
requires the AIFM, as the PRIIPs manufacturer, to prepare
a key information document (‘KID’) in respect of the
Company. This KID must be made available, free of charge, to
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 law. 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/brla.
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 47 to 53 because it
is information which refers to events that have taken place
during the course of the year.
For and on behalf of the Board
CAROLAN DOBSON
Chairman
29 March 2023
Section 3: Governance
65
Report of the Audit Committee
As Chairman of the Company’s Audit Committee I am pleased
to present the Committee’s report for the year ended
31 December 2022.
Composition
The Audit Committee comprises all the Directors, with the
exception of Ms Dobson, the Chairman of the Company.
However, Ms Dobson is invited to and still attends the
meetings. The Committee members as a whole have
competence relevant to the investment trust sector and at
least one member of the Committee has competence in
accounting and/or auditing.
The biographies of the Directors may be found on pages 31
and 32.
Performance evaluation
Details of the evaluation of the Audit Committee are set out in
the Corporate Governance Statement on page 61.
Role and responsibilities
The Company has established a separately chaired Audit
Committee whose duties include considering and
recommending to the Board for approval the contents of the
half yearly and annual financial statements, and providing an
opinion as to whether the Annual Report and Financial
Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Company’s performance, business
model and strategy. The Committee also reviews the external
Auditor’s report on the Annual Report and Financial
Statements and is responsible for reviewing and forming an
opinion on the effectiveness of the external audit process and
audit quality. Other duties include reviewing the
appropriateness of the Company’s accounting policies and
ensuring the adequacy of the internal control systems and
standards. The terms of reference detailing the scope and
duties of the Audit Committee are available on the website at
www.blackrock.com/uk/brla.
The Audit Committee meets at least twice a year with the
two planned meetings being held prior to the Board meetings
to approve the half yearly and annual results. The Audit
Committee receives information from the Investment
Manager’s internal audit and compliance departments.
Responsibilities and review of the external
audit
During the year, the principal activities of the Audit
Committee included:
considering and recommending to the Board for approval
the contents of the half yearly and annual financial
statements and on an annual basis reviewing the external
Auditor’s report on the annual financial statements;
reviewing the scope, execution, results, cost effectiveness,
independence and objectivity of the external Auditor;
reviewing and recommending to the Board for approval the
audit and non-audit fees payable to the external Auditor
and the terms of their engagement;
reviewing and approving the external Auditor’s plan for the
financial year, with a focus on the identification of areas of
audit risk, and consideration of the appropriateness of the
level of audit materiality adopted;
reviewing the role of the Board, the Manager and other
third party service providers in an effective audit process;
reviewing the efficacy of the external audit process and
making a recommendation to the Board with respect to the
reappointment of the Auditor;
considering the quality of the formal audit report to
shareholders;
reviewing the appropriateness of the Company’s
accounting policies; and
ensuring the adequacy of the internal control systems and
standards.
Whistleblowing policy
The Committee has also 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 and
other third party service providers. The Board 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.
Non-audit services
The Company’s policy on non-audit services is set out in full
in the Audit Committee’s terms of reference which are
available on the Company’s website at
www.blackrock.com/uk/brla. There were no non-audit
services provided by the Auditor to the Company in the year
to 31 December 2022 (2021: no non-audit services).
Significant issues considered regarding the
Annual Report and Financial Statements
During the year, the Audit Committee considered a number of
significant issues and areas of key audit risk in respect of the
66
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Annual Report and Financial Statements. The Audit
Committee reviewed the external audit plan and concluded
that the appropriate areas of audit risk relevant to the
Company had been identified by the Auditor. The Committee
also discussed the audit and procedures and plan with the
Auditor and that suitable control procedures had been put in
place to obtain reasonable assurance that the financial
statements as a whole would be free of material
misstatements. The table below sets out the key areas of risk
identified and also explains how these were addressed.
Significant issue
How the issue was addressed
As the provision of portfolio valuation, fund accounting and
administration services is delegated to the Manager, which
sub-delegates fund accounting to The Bank of New York
Mellon (International) Limited (‘BNYM’), and the provision of
depositary services is contracted to BNYM, the Audit
Committee has also reviewed the Service Organisation
Control Reports prepared by BlackRock, the Custodian and
the Fund Accountant to ensure that the relevant control
procedures are in place to cover these areas of risk as
identified above and are adequate and appropriate, and have
been designated as operating effectively by the reporting
Auditor.
Auditor and audit tenure
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. Ernst & Young LLP was selected as
the Company’s Independent Auditor after a formal tender
process carried out in 2020. The Committee will continue to
review the Auditor’s appointment each year to ensure that the
Company is receiving an optimal level of service. The
appointment of the Auditor is reviewed each year and the
audit partner rotates at least every five years. Mr Matthew
Price has acted as the Company’s audit partner since 2020.
Listed investments are valued using stock exchange prices
provided by third party pricing vendors. Unquoted or illiquid
investments, if any, are valued by the Directors based on
recommendations from BlackRock’s Pricing Committee. 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 a semi-annual internal controls report which is
reviewed by the Audit Committee.
The accuracy of the valuation of the investment portfolio
The Depositary is responsible for financial restitution for the loss
of financial instruments 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 of misappropriation of assets and unsecured ownership
of investments
The Board reviews income forecasts, including special dividends,
and receives explanations from the 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 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.
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
Report of the Audit Committee
continued
Section 3: Governance
67
The legislation also prohibits certain non-audit consulting
services and caps the amount of additional fees auditors can
charge their clients. There were no fees paid to the Auditor in
respect of non-audit services during the year (2021: £nil). The
Company’s policy on non-audit services is set out in full in
the Audit Committee’s terms of reference which are available
on the Company’s website at www.blackrock.com/uk/brla.
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.
Assessment of the effectiveness of the
external audit process
To assess the effectiveness of the external audit, members of
the Audit Committee work closely with BIM (UK) and BFM to
obtain a good understanding of the progress and efficiency
of the audit. The Audit Committee has adopted a framework
in its review of 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 Audit Committee, the Manager and third
party service providers in an effective audit process;
communications by the Auditor with the Audit Committee;
how the Auditor supports the work of the Audit Committee
and how the audit contributes added value;
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 the
effectiveness of the Manager in performing its role is also
sought from relevant involved parties, notably the audit
partner and team. The external Auditor is invited to attend the
Audit Committee meetings at which the semi-annual and
annual report and financial statements are considered and at
which they have the opportunity to meet with the Audit
Committee without representatives of the Manager being
present. The effectiveness of the external audit process is
assessed principally in relation to the timely identification
and resolution of any process errors or control breaches that
might impact the Company’s net asset value and accounting
records. It is also assessed by reference 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
Auditor 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, Ernst & Young LLP reviews the
independence of its relationship with the Company and
reports to the Committee, providing details of any other
relationships with the Manager. As part of this review, the
Audit Committee also receives information about policies and
processes for maintaining independence and monitoring
compliance with relevant requirements from the Company’s
Auditor. This will include information on the rotation of audit
partners and staff, the level of fees that the Company pays,
details of any relationships between the audit firm and its
staff and the Company 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
Ernst & Young LLP is independent of the Company and
therefore it has made a recommendation to the Board that
Ernst & Young LLP be reappointed.
68
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Report of the Audit Committee
continued
Conclusions in respect of the Annual Report
and Financial Statements
The production and the audit of the Company’s Annual Report
and Financial Statements is a comprehensive process requiring
input from a number of different contributors. One of the key
governance requirements of the Company’s Annual Report
and Financial Statements is that they are fair, balanced and
understandable. The Board has requested that the Audit
Committee advise on whether it considers that the Annual
Report and Financial Statements fulfil these requirements, and
the Audit Committee has given consideration to the following:
the comprehensive control framework over the production
of the Annual Report and Financial Statements, including
the verification processes in place to deal with the factual
content;
the comprehensive reviews that are undertaken at different
levels in the production process of the Annual Report and
Financial Statements, by the Manager, the third party
service providers responsible for accounting services, the
Depositary and the Audit Committee that aim to ensure
consistency and overall balance;
the controls that are in place at the Manager and other
third party service providers to ensure the completeness
and accuracy of the Company’s financial records and the
security of the Company’s assets; and
the existence of satisfactory Service Organisation Control
(SOC 1) reports that have been reviewed and reported on by
external Auditor to verify the effectiveness of the internal
controls of the Manager, Custodian and Fund Accountant.
In addition to the work outlined above, the Audit 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 Audit
Committee has assumed that readers of the Annual Report
and Financial Statements would have a reasonable level of
knowledge of the investment trust industry. The Audit
Committee has reported on these findings to the Board who
affirm the Audit Committee’s conclusion in the Statement of
Directors’ Responsibilities on page 69.
CRAIG CLELAND
Chairman
Audit Committee
29 March 2023
Section 3: Governance
69
Statement of Directors’ Responsibilities
in respect of the Annual Report and
Financial Statements
The Directors are responsible for preparing the Annual Report
and 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 they have elected to prepare the
financial statements in accordance with applicable law and
United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice).
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 Company as
at the end of each financial year and of the profit or loss of
the Company for that year.
In preparing those financial statements, the Directors are
required to:
present fairly the financial position, financial performance
and cash flows of the Company;
select suitable accounting policies 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;
state whether applicable UK 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
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for preparing the Strategic
Report, Directors’ Report, the Directors’ Remuneration
Report, the Corporate Governance Statement and the Report
of the Audit Committee in accordance with the Companies
Act 2006 and applicable regulations, including the
requirements of the Listing Rules and the Disclosure
Guidance and Transparency Rules.
The Directors have delegated responsibility to the Manager
for the maintenance and integrity of the Company’s
corporate and financial information included on the
Investment Manager’s website.
Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names are listed on pages 31
and 32, confirm to the best of their knowledge that:
the Financial Statements, prepared in accordance with
applicable accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
the Annual Report and Financial Statements include a fair
review of the development and performance of the
business and the position of the Company, together with
a description of the principal risks and uncertainties that
it faces.
The 2018 UK Corporate Governance Code also requires
Directors to ensure that the Annual Report and Financial
Statements are fair, balanced and understandable. In order to
reach a conclusion on this matter, the Board has requested
that the Audit Committee advise on whether it considers that
the Annual Report and Financial Statements fulfil these
requirements. The process by which the Committee has
reached these conclusions is set out in the Audit Committee’s
report on pages 65 to 68. As a result, the Board has
concluded that the Annual Report and Financial Statements
for the year ended 31 December 2022, taken as a whole, are
fair, balanced and understandable and provide the
information necessary for shareholders to assess the
Company’s position, performance, business model and
strategy.
For and on behalf of the Board
CAROLAN DOBSON
Chairman
29 March 2023
We added to higher conviction consumer-related ideas, such as supermarket chain Assai, and clothing retailer Arezzo
after the team visited stores and spoke to multiple competitors while travelling to Brazil in November.
PHOTO COURTESY OF ASSAI
Section 4: Financial Statements
71
Financial
statements
72
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Opinion
We have audited the financial statements of BlackRock Latin American Investment Trust plc for the year ended 31 December
2022 which comprise the Income Statement, the Statement of Changes in Equity, the Balance Sheet, the Statement of Cash
Flows and the related notes 1 to 20, including a summary of significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102
“The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted
Accounting Practice).
In our opinion, the financial statements:
give a true and fair view of the Company’s affairs as at 31 December 2022 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain
independent of Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
Confirmation of our understanding of the Company’s going concern assessment process and 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 31 December
2024. In preparing the revenue forecast, the Company has concluded that it is able to continue to meet its 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 be
able to make an assessment for the Company.
Consideration of the mitigating factors included in the revenue forecasts that are within control of the Company. We
reviewed the Company’s assessment of the liquidity of investments held and evaluated the Company’s ability to sell those
investments to cover working capital requirements should revenue decline significantly.
In relation to the Company’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 Company’s compliance with
debt covenants and performed reverse stress testing in order to identify what factors would lead to the Company breaching
the financial covenants.
Independent Auditor’s report to the
members of BlackRock Latin American
Investment Trust plc
Section 4: Financial Statements
73
Review of the Company’s 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 Company’s ability to continue as a going concern for a period to
31 December 2024, which is at least twelve months from the date the financial statements were authorised for issue.
In relation to the Company’s ‘s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee
as to the Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters
Risk of incomplete or inaccurate revenue recognition, including the classification of special dividends
as revenue or capital items in the Income Statement.
Risk of incorrect valuation or ownership of the investment portfolio.
Materiality
Overall materiality of $1.48 million (2021: $1.95 million) which represents 1% (2021: 1%) of the
Company’s shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit
scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile,
the organisation of the Company and effectiveness of controls, including controls and changes in the business environment
when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team,
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 43 to 45), 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.
Our audit effort in considering climate change was focused on the adequacy of the Company’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 judgment, 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.
74
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Key observations communicated
Risk
Our response to the risk
to the Audit Committee
The results of our procedures identified
no material misstatement in relation to
the risk of incomplete or inaccurate
revenue recognition, including the
classification of special dividends as
revenue or capital items in the Income
Statement.
We performed the following
procedures:
We have obtained an understanding of
the processes and controls surrounding
revenue recognition by performing our
walkthrough procedures. For the
classification of special dividends, we also
evaluated the design and implementation
of controls.
For all dividend and fixed interest income
recognised by the Company, we
recalculated the investment income by
multiplying the investment holdings at the
ex-dividend/ex-coupon date, traced from
the accounting records, by the dividend
per share/coupon rate, as agreed to an
independent data vendor. We agreed all
distributions received to bank statements
and, where applicable, we also agreed the
exchange rates to an external source.
For all dividends accrued at the year end,
we confirmed that the Company held the
relevant investments as at the ex-dividend
date and reviewed the investee company
announcements to assess whether the
obligation arose prior to 31 December
2022. We agreed the dividend 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.
To test the 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 six special dividends,
amounting to $0.48
 million
, were received
during the year. We tested all special
dividends received, by recalculating the
amount received and assessing the
appropriateness of classification as
revenue by reviewing the underlying
rationale of the distribution.
Risk of incomplete or inaccurate
revenue recognition, including the
classification of special dividends as
revenue or capital items in the
Income Statement
Refer to the Report of the Audit
Committee (page 66); Accounting
policies (page 83); and note 3 of the
Financial Statements (page 85).
The total investment income for the
year to 31 December 2022 was
$15.45 million (2021: $12.20 million),
consisting primarily of dividend
income from overseas listed
investments.
During the year, the Company received
special dividends amounting to
$0.48 million, all of which were
classified as revenue (2021:
$0.22 million classified as revenue).
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.
In addition to the above, the Directors
may, in certain circumstances, exercise
judgment in determining whether
income receivable in the form of
special dividends should be classified
as ‘revenue’ or ‘capital’ in the Income
Statement.
Independent Auditor’s report to the
members of BlackRock Latin American
Investment Trust plc
continued
Section 4: Financial Statements
75
Key observations communicated
Risk
Our response to the risk
to the Audit Committee
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 Company to be $1.48 million (2021: $1.95 million), which is 1% (2021: 1%) of the
Company’s shareholders’ funds. We believe that shareholders’ funds provides us with a basis of materiality aligned to the key
measure of the 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 Company’s overall control environment, our
judgement was that performance materiality was 75% (2021: 75%) of our planning materiality, namely $1.10 million (2021:
$1.46 million). 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.
Given the importance of the distinction between revenue and capital for the Company we have also applied a separate testing
threshold of $0.72 million (2021: $0.55 million) for the revenue column of the Income Statement, being the greater of 5% of
the net revenue profit on ordinary activities before taxation and our reporting threshold.
The results of our procedures identified
no material misstatement in relation to
the risk of incorrect valuation or
ownership of the investment portfolio.
We performed the following
procedures:
We obtained an understanding of The
Bank of New York Mellon (International)
Limited’s (‘BNYM’) process surrounding
investment title and pricing by
performing our walkthrough
procedures.
For all listed investments in the
portfolio, we compared the market
prices and exchange rates applied to an
independent pricing vendor and
recalculated the investment valuations
as at year-end.
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 Company’s
investment holdings at 31 December
2022 to independent confirmations
received directly from the Company’s
Custodian and Depositary, testing any
reconciling items to supporting
information.
Risk of incorrect valuation or
ownership of the investment portfolio
Refer to the Report of the Audit
Committee (page 66); Accounting
policies (page 84); and note 10 of the
Financial Statements (page 89).
The valuation of the investment portfolio
as at 31 December 2022 was
$158.15 million (2021: $212.18 million),
consisting of listed equity and fixed
income investments.
The valuation of the instruments held
in the investment portfolio is the key
driver of the Company’s net asset value
and total return. Inappropriate asset
pricing, including incorrect application
of exchange rates, or failure to
maintain proper legal title of the
instruments held by the Company
could have a significant impact on the
portfolio valuation and, therefore, the
return generated for shareholders.
The fair value of listed investments is
determined using quoted market bid
prices at close of business on the
reporting date.
76
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $0.07 million
(2021: $0.10 million), 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 69 and 101 to 126, 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 Directors’ Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the Strategic Report or Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches
not visited by us; or
the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Independent Auditor’s report to the
members of BlackRock Latin American
Investment Trust plc
continued
Section 4: Financial Statements
77
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing
Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on pages 49
and 83;
Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment covers
and why the period is appropriate set out on pages 45
and 46;
Directors’ statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on pages 46, 49
and 83;
Directors’ statement on fair, balanced and understandable
set out on pages 68 and 69;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
pages 41 and 42;
The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems set out on pages 41 to 45; and
The section describing the work of the Audit Committee set
out on pages 65 to 68.
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 69, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic
alternative but to do so.
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.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the Company and management.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and
determined that the most significant are FRS 102, the
Companies Act 2006, the Listing Rules, the UK Corporate
Governance Code, the Association of Investment
Companies’ 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 Latin America Investment
Trust plc is complying with those frameworks through
discussions with the Audit Committee and Company
Secretary, review of Board and committee meeting minutes
and review of papers provided to the Audit Committee.
We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the
financial statements. We identified a fraud risk with respect
to incomplete or inaccurate revenue recognition through
78
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
incorrect classification of special dividends as revenue or
capital items in the Income Statement. 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 Company.
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 Committee, we
were appointed by the Company on 29 June 2020 to audit the
financial statements for the year ending 31 December 2020
and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is three years,
covering the years ending 31 December 2020 to
31 December 2022.
The audit opinion is consistent with the additional report to
the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
MATTHEW PRICE
(Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
London
29 March 2023
Independent Auditor’s report to the
members of BlackRock Latin American
Investment Trust plc
continued
Section 4: Financial Statements
79
Income Statement
for the year ended 31 December 2022
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
Notes
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Gains/(losses) on investments held
at fair value through profit or loss
10
1,258
1,258
(36,963)
(36,963)
(Losses)/gains on foreign exchange
(183)
(183)
173
173
Income from investments held at
fair value through profit or loss
3
15,438
15,438
12,199
12,199
Other income
3
21
21
Total income/(loss)
15,459
1,075
16,534
12,199
(36,790)
(24,591)
Expenses
Investment management fee
4
(333)
(999)
(1,332)
(431)
(1,295)
(1,726)
Other operating expenses
5
(609)
(17)
(626)
(783)
(10)
(793)
Total operating expenses
(942)
(1,016)
(1,958)
(1,214)
(1,305)
(2,519)
Net profit/(loss) on ordinary
activities before finance costs
and taxation
14,517
59
14,576
10,985
(38,095)
(27,110)
Finance costs
6
(81)
(243)
(324)
(53)
(158)
(211)
Net profit/(loss) on ordinary
activities before taxation
14,436
(184)
14,252
10,932
(38,253)
(27,321)
Taxation (charge)/credit
7
(594)
11
(583)
(685)
(685)
Net profit/(loss) on ordinary
activities after taxation
13,842
(173)
13,669
10,247
(38,253)
(28,006)
Earnings/(loss) per ordinary
share (US$ cents)
9
41.48
(0.52)
40.96
26.10
(97.44)
(71.34)
The total column of this statement represents the Company’s profit and loss account. 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 Company.
The net profit/(loss) for the year disclosed above represents the Company’s total comprehensive income/(loss).
The notes on pages 83 to 99 form part of these financial statements.
80
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
The notes on pages 83 to 99 form part of these financial statements.
Statement of Changes in Equity
for the year ended 31 December 2022
Called
Share
Capital
Non-
up share
premium
redemption
distributable
Capital
Revenue
capital
account
reserve
reserve
reserves
reserve
Total
Note
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
For the year ended 31 December
2022
At 31 December 2021
4,144
11,719
4,843
4,356
165,947
3,829
194,838
Total comprehensive (loss)/income:
Net (loss)/profit for the year
(173)
13,842
13,669
Transactions with owners, recorded
directly to equity:
Tender offer
1
14
(51,017)
(51,017)
Tender offer cost
14
(414)
(414)
Cancellation of shares
(981)
981
Dividends paid
2
8
(8,965)
(8,965)
At 31 December 2022
3,163
11,719
5,824
4,356
114,343
8,706
148,111
For the year ended 31 December
2021
At 31 December 2020
4,144
11,719
4,843
4,356
206,047
3,042
234,151
Total comprehensive (loss)/income:
Net (loss)/profit for the year
(38,253)
10,247
(28,006)
Transactions with owners, recorded
directly to equity:
Dividends paid
3
8
(1,847)
(9,460)
(11,307)
At 31 December 2021
4,144
11,719
4,843
4,356
165,947
3,829
194,838
1
On 26 May 2022, the Company repurchased and subsequently cancelled 9,810,979 shares. The price at which tendered shares were repurchased was 417.09 pence
per share.
2
Quarterly dividend of 6.21 cents per share for the year ended 31 December 2021, declared on 4 January 2022 and paid on 8 February 2022; quarterly dividend of
7.76 cents per share for the year ended 31 December 2022, declared on 1 April 2022 and paid on 16 May 2022; quarterly dividend of 5.74 cents per share for the
year ended 31 December 2022, declared on 1 July 2022 and paid on 12 August 2022; quarterly dividend of 6.08 cents per share, declared on 3 October 2022 and
paid on 9 November 2022.
3
Quarterly dividend of 7.45 cents per share for the year ended 31 December 2020, declared on 4 January 2021 and paid on 8 February 2021; quarterly dividend of
6.97 cents per share for the year ended 31 December 2021, declared on 1 April 2021 and paid on 10 May 2021; quarterly dividend of 7.82 cents per share for the
year ended 31 December 2021, declared on 1 July 2021 and paid on 6 August 2021; quarterly dividend of 6.56 cents per share for the year ended 31 December
2021, declared on 1 October 2021 and paid on 8 November 2021.
For information on the Company’s distributable reserves, please refer to note 15 on page 91.
Section 4: Financial Statements
81
The notes on pages 83 to 99 form part of these financial statements.
Balance Sheet
as at 31 December 2022
2022
2021
Notes
US$’000
US$’000
Fixed assets
Investments held at fair value through profit or loss
10
158,149
212,182
Current assets
Debtors
11
1,572
466
Cash and cash equivalents
160
463
Total current assets
1,732
929
Creditors – amounts falling due within one year
Bank overdraft
16
(10,731)
(16,980)
Other creditors
12
(1,015)
(1,258)
Total current liabilities
(11,746)
(18,238)
Net current liabilities
(10,014)
(17,309)
Net current assets
148,135
194,873
Creditors – amounts falling due after more than one year
Non-current tax liability
7,13
(11)
Non-equity redeemable shares
13
(24)
(24)
(24)
(35)
Net assets
148,111
194,838
Capital and reserves
Called up share capital
14
3,163
4,144
Share premium account
15
11,719
11,719
Capital redemption reserve
15
5,824
4,843
Non-distributable reserve
15
4,356
4,356
Capital reserves
15
114,343
165,947
Revenue reserve
15
8,706
3,829
Total shareholders’ funds
9
148,111
194,838
Net asset value per ordinary share (US$ cents)
9
502.95
496.28
The financial statements on pages 79 to 99 were approved and authorised for issue by the Board of Directors on 29 March
2023 and signed on its behalf by Carolan Dobson, Chairman.
BlackRock Latin American Investment Trust plc
Registered in England, No. 02479975
82
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
The notes on pages 83 to 99 form part of these financial statements.
Statement of Cash Flows
for the year ended 31 December 2022
2022
2021
US$’000
US$’000
Operating activities
Net profit/(loss) on ordinary activities before taxation
14,252
(27,321)
Add back finance costs
324
211
(Gains)/losses on investments held at fair value through profit or loss
(1,258)
36,963
Losses/(gains) on foreign exchange
183
(173)
Sales of investments held at fair value through profit or loss
123,691
144,427
Purchases of investments held at fair value through profit or loss
(68,345)
(142,206)
Increase in other debtors
(1,100)
(21)
(Decrease)/increase in other creditors
(304)
318
Tax on investment income
(594)
(685)
Net cash generated from operating activities
66,849
11,513
Financing activities
Interest paid
(324)
(211)
Tender offer
(51,017)
Tender offer costs
(414)
Dividends paid
(8,965)
(11,307)
Net cash used in financing activities
(60,720)
(11,518)
Increase/(decrease) in cash and cash equivalents
6,129
(5)
Cash and cash equivalents at the start of the year
(16,517)
(16,685)
Effect of foreign exchange rate changes
(183)
173
Cash and cash equivalents at end of the year
(10,571)
(16,517)
Comprised of:
Cash at bank
160
463
Bank overdraft
(10,731)
(16,980)
(10,571)
(16,517)
Section 4: Financial Statements
83
Notes to the Financial Statements
for the year ended 31 December 2022
1. Principal activity
The Company was incorporated on 12 March 1990 and its
principal activity is that of an investment trust company
within the meaning of Section 1158 of the Corporation Tax
Act 2010.
2. Accounting policies
The principal accounting policies adopted by the Company
are set out below.
(a) Basis of preparation
The financial statements have been prepared on a going
concern basis in accordance with ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’
(FRS 102) and the revised Statement of Recommended
Practice – ‘Financial Statements of Investment Trust
Companies and Venture Capital Trusts’ (SORP), issued by the
Association of Investment Companies (AIC) in October 2019
and updated in July 2022, and the provisions of the
Companies Act 2006.
Substantially, all of the assets of the Company consist of
securities that are readily realisable and, accordingly, the
Directors are satisfied that the Company has adequate
resources to continue in operational existence for the period
to 31 December 2024, being a period of at least 12 months
from the date of approval of these 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, 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 FRS 102.
None of the Company’s other assets and liabilities were
considered to be potentially impacted by climate change.
The principal accounting policies adopted by the Company
are set out below. Unless specified otherwise, the policies
have been applied consistently throughout the year and are
consistent with those applied in the preceding year. All of the
Company’s operations are of a continuing nature.
The Company’s financial statements are presented in
US Dollars, which is the functional and presentation currency
of the Company. The US Dollar is the functional currency
because it is the currency in which the bulk of the Company’s
assets (notably portfolio investments, cash at bank, bank
overdrafts and amounts due to and from brokers) are
denominated. All values are rounded to the nearest thousand
US Dollars (US$’000) except where otherwise indicated.
(b) Presentation of Income Statement
In order to reflect the activities of an investment trust
company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Income
Statement between items of a revenue and a capital nature
has been presented alongside the Income Statement.
(c) Segmental reporting
The Directors are of the opinion that the Company is engaged
in a single segment of business being investment business.
(d) Income
Dividends receivable on equity shares are treated 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. Provisions are made
for dividends not expected to be received.
Special dividends are recognised on an ex-dividend basis and
treated as capital or revenue depending on the facts or
circumstances of each particular dividend.
Dividends are accounted for in accordance with Section 29 of
FRS 102 on the basis of income actually receivable, without
adjustment for tax credits attaching to the dividend.
Dividends from overseas companies continue to be shown
gross of withholding tax.
Deposit interest receivable is accounted for on an accruals
basis.
Where the Company 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.
Fixed returns on non-equity securities are recognised on a time
apportionment basis. The return on a fixed interest security is
recognised on a time apportionment basis so as to reflect the
effective yield on the debt security. Amounts amortised during
the year are recognised in the Income Statement. Interest
income is accounted for on an accruals basis.
84
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Notes to the Financial Statements
continued
2. Accounting policies
continued
(e) Expenses
All expenses, including finance costs, are accounted for on an
accruals basis. Expenses have been charged wholly to the
revenue account of the Income Statement, except as follows:
expenses which are incidental to the acquisition or disposal
of an investment are treated as capital. Details of
transaction costs on the purchases and sales of
investments are disclosed in note 10 on page 89;
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 Income Statement in line with the
Board’s expected long-term split of returns, in the form of
capital gains and income respectively, from the investment
portfolio.
(f) Taxation
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 Income Statement 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 Company’s liability for
current tax is calculated using tax rates that were applicable
at the balance sheet date.
The current tax effect of different items of expenditure is
allocated between capital and revenue 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 timing
differences at the financial reporting date, where transactions
or events that result in an obligation to pay more taxation in
the future or right to less taxation in the future have occurred
at the balance sheet date. Deferred taxation is measured on
a non-discounted basis, at the average tax rates that are
expected to apply in the periods in which the timing
differences are expected to reverse based on tax rates and
laws that have been enacted or substantively enacted by the
balance sheet date. This is subject to deferred taxation 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 timing differences can be deducted.
(g) Investments held at fair value through profit
or loss
The Company’s investments are classified as held at fair
value through profit or loss in accordance with Sections 11
and 12 of FRS 102 and are managed and evaluated on a fair
value basis in accordance with its investment strategy.
All investments are classified upon initial recognition as held
at fair value through profit or loss. Purchases of investments
are recognised on a trade date basis. Sales are recognised at
the trade date of the disposal and the proceeds are measured
at fair value, which is regarded as the proceeds of the sale
less any transaction costs.
The fair value of the financial investments is based on their
quoted bid price at the balance sheet date on the exchange
on which the investment is quoted, without deduction for the
estimated future selling costs.
Unquoted investments are valued by the Directors at fair
value using International Private Equity and Venture Capital
Valuation Guidelines. This policy applies to all current and
non-current asset investments of the Company. These
guidelines are aligned with FRS 102 and, where this does not
align, FRS 102 prevails.
Changes in the value of investments held at fair value
through profit or loss and gains and losses on disposal are
recognised in the Income Statement as ‘Gains or losses on
investments held at fair value through profit or loss’.
Also included within this heading are transaction costs in
relation to the purchase or sale of investments.
The fair value hierarchy consists of the following three levels:
Level 1 – Quoted market prices for identical instruments in
active markets.
Level 2 – Valuation techniques using observable inputs.
Level 3 – Valuation techniques using significant
unobservable inputs.
(h) Debtors
Debtors include sales for future settlement, other debtors and
prepayments and accrued income in the ordinary course of
business. If collection is expected in one year or less, they are
classified as current assets. If not, they are presented as
non-current assets.
(i) Creditors
Creditors include purchases for future settlement, interest
payable, share buy back costs and accruals in the ordinary
course of business. Creditors are classified as creditors –
amounts falling due within one year if payment is due within
one year or less. If not, they are presented as creditors –
amounts falling due after more than one year.
(j) Dividends payable
Under Section 32 of FRS 102, final dividends should not be
accrued in the financial statements unless they have been
Section 4: Financial Statements
85
3. Income
2022
2021
US$’000
US$’000
Investment income:
Overseas dividends
14,515
11,655
Overseas REIT distributions
421
307
Overseas special dividends
480
223
Fixed interest income
22
14
Total investment income
15,438
12,199
Other income:
Deposit interest
21
Total income
15,459
12,199
Dividends and interest received in cash during the year amounted to US$14,413,000 and US$45,000 (2021: US$12,285,000
and US$12,000).
Special dividends of US$nil have been recognised in capital in 2022 (2021: US$nil).
approved by shareholders before the balance sheet date.
Dividends payable to equity shareholders are recognised in
the Statement of Changes in Equity when they have been
approved by shareholders and have become a liability of the
Company. Interim dividends are only recognised in the
financial statements in the period in which they are paid.
Dividends are financed through a combination of available
net income in each financial year and revenue and capital
reserves.
(k) Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash
equivalents include bank overdrafts repayable on demand and
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.
(l) Foreign currency translation
In accordance with Section 30 of FRS 102, the Company is
required to determine a functional currency being the
currency in which the Company predominately operates. The
functional and reporting currency is US Dollars, reflecting the
primary economic environment in which the Company
operates. Transactions in foreign currencies are translated
into US Dollars at the rates of exchange ruling on the date of
the transaction. Foreign currency monetary assets and
liabilities, and non-monetary assets held at fair value are
translated into US Dollars at the rates of exchange ruling at
the balance sheet date. Profits and losses thereon are
recognised in the capital account of the Income Statement
and taken to the capital reserve.
(m) Share repurchases, share reissues and new
share issues
Shares repurchased and subsequently cancelled – share
capital is reduced by the nominal value of the shares
repurchased and 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 capital reserve.
Shares repurchased and held in treasury – the full cost of the
repurchase is charged to the capital redemption reserve.
Where treasury shares are subsequently re-issued:
amounts received to the extent of the repurchase price are
credited to the capital redemption reserve; and
any surplus received in excess of the repurchase price is
taken to the share premium account.
Where new shares are issued, the par value is taken to called
up share capital and 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 capital reserve.
(n) Bank borrowings
Bank overdrafts are recorded as the proceeds received.
Finance charges are accounted for on an accruals basis in
the Income Statement 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) Critical accounting estimates and judgements
The Company 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.
86
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Notes to the Financial Statements
continued
4. Investment management fee
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Investment management fee
333
999
1,332
431
1,295
1,726
Under the terms of the investment management agreement, BFM is entitled to a fee of 0.80% per annum based on the
Company’s daily Net Asset Value (NAV). The fee is levied quarterly.
The investment management fee is allocated 25% to the revenue account and 75% to the capital account of the Income
Statement. There is no additional fee for company secretarial and administration services.
5. Other operating expenses
2022
2021
US$’000
US$’000
Allocated to revenue:
Custody fees
35
61
Depositary fees
1
15
22
Auditor’s remuneration
2
50
60
Registrar’s fees
33
40
Directors’ emoluments
3
231
254
Marketing fees
83
101
Postage and printing fees
45
73
AIC fees
22
Broker fees
38
56
Employer NI contributions
23
27
FCA fee
10
12
Write back of prior year expenses
4,5
(23)
(42)
Other administration costs
69
97
609
783
Allocated to capital:
Custody transaction charges
6
17
10
626
793
The Company’s ongoing charges
7
, 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%
1.14%
1
All expenses, other than depositary fees, are paid in Sterling and are therefore subject to exchange rate fluctuations.
2
No non-audit services were provided by the Company’s Auditor.
3
Further information on Directors’ emoluments can be found in the Directors’ Remuneration Report on pages 54 to 56. The Company has no employees.
4
Relates to prior year accrual for postage and printing fees, broker fees and other administration costs written back during the year ended 31 December 2022.
5
Relates to prior year accrual for AIC fees and Directors search fees written back during the year ended 31 December 2021.
6
For the year ended 31 December 2022, expenses of US$17,000 (2021: US$10,000) were charged to the capital account of the Income Statement. These relate to
transaction costs charged by the Custodian on sale and purchase trades.
7
Alternative Performance Measures, see Glossary on pages 114 to 118.
6. Finance costs
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Interest on bank overdraft
81
243
324
53
158
211
Finance costs for the Company are charged 25% to the revenue account and 75% to the capital account of the Income Statement.
Section 4: Financial Statements
87
7. Taxation
(a) Analysis of charge/(credit) in year
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Current taxation
Corporation tax
247
(247)
223
(223)
Double taxation relief
(247)
247
(223)
223
Capital gains tax provision reversed (note 7(c))
(11)
(11)
(11)
(11)
Overseas tax
594
594
685
685
Total taxation charge/(credit) (note 7(b))
594
(11)
583
685
685
(b) Factors affecting total tax charge/(credit) for the year
The taxation assessed for the year is lower (2021: lower) than the standard rate of corporation tax in the UK of 19.00% (2021:
19.00%). The differences are explained below:
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Net profit/(loss) on ordinary activities before taxation
14,436
(184)
14,252
10,932
(38,253)
(27,321)
Tax on profit/(loss) on ordinary activities at standard rate of
corporation tax of 19.00% (2021: 19.00%)
2,743
(35)
2,708
2,077
(7,268)
(5,191)
Effects of:
Capital (gains)/losses not taxable
(241)
(241)
7,023
7,023
Exchange losses/(gains) not taxable
35
35
(33)
(33)
Relief for overseas tax
(247)
175
(72)
(223)
150
(73)
Income not subject to corporation tax
(2,496)
(2,496)
(1,854)
(1,854)
Overseas tax suffered
594
594
685
685
Tax losses not utilised/recognised
63
63
126
126
Capital gains tax provision reversed (note 7(c))
(11)
(11)
Disallowed expenses
3
3
2
2
Total taxation charge/(credit) (note 7(a))
594
(11)
583
685
685
(c) Capital gains tax liability
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Non-current tax liability
Balance brought forward
11
11
11
11
Capital gains tax provision reversed
(11)
(11)
Balance carried forward
11
11
7. Taxation
continued
(c) Capital gains tax liability
continued
2022
2021
Revenue
Capital
Total
Revenue
Capital
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Provision consists of:
Capital gains tax on realised gains from Peruvian securities
11
11
11
11
At 31 December 2022, the Company had net surplus management expenses of US$868,000 (2021: US$844,000) and a
non-trade loan relationship deficit of US$1,606,000 (2021: US$1,308,000). A deferred tax asset has not been recognised in
respect of these losses because the Company is not expected to generate taxable income in a future period in excess of the
deductible expenses of that future period. Accordingly, it is unlikely that the Company will be able to reduce future tax
liabilities through the use of existing surplus management expenses or loan relationship deficits. The estimated value of this
unrecognised deferred tax asset at 31 December 2022 is US$619,000 (2021: US$538,000) based on a UK corporation tax rate
of 25% (2021: 25%).
8. Dividends
2022
2021
Dividends paid on equity shares:
Record date
Payment date
US$’000
US$’000
Quarter to 31 December 2021 - dividend of 6.21 cents
14 January 2022
8 February 2022
2,438
2,925
Quarter to 31 March 2022 - dividend of 7.76 cents
19 April 2022
16 May 2022
3,047
2,736
Quarter to 30 June 2022 - dividend of 5.74 cents
15 July 2022
12 August 2022
1,690
3,070
Quarter to 30 September 2022 - dividend of 6.08 cents
14 October 2022
9 November 2022
1,790
2,576
8,965
11,307
The Company’s dividend policy is to pay regular quarterly dividends equivalent to 1.25% of the Company’s US Dollar NAV on
the last working day of March, June, September and December each year, with the dividends being paid in May, August,
November and February each year, respectively. For the year ending 31 December 2022, the quarterly dividends were
calculated based on the Company’s cum-income US Dollar NAV at the last working day of the quarter.
The Company’s cum-income US Dollar NAV at 31 December 2022 as issued to the market was 502.95 cents per share, and the
Directors have declared a fourth quarterly interim dividend of 6.29 cents per share. In addition, the Directors have declared
a special dividend of 13.00 cents per share. It is necessary to pay the special dividend to maintain investment trust status
which requires the distribution of 85% of the Company’s income. The fourth quarterly interim dividend and the special
dividend were paid on 8 February 2023 to holders of ordinary shares on the register at the close of business on 13 January
2023.
The total dividends payable in respect of the year which form the basis of determining retained income for the purpose of
Section 1158 of the Corporation Tax Act 2010 and Section 833 of the Companies Act 2006, and the amount proposed for the
year ended 31 December 2022, meet the relevant requirements as set out in this legislation.
2022
2021
Dividends paid or proposed on equity shares:
US$’000
US$’000
Quarter to 31 March 2022 - 7.76 cents (2021: 6.97)
3,047
2,736
Quarter to 30 June 2022 - 5.74 cents (2021: 7.82)
1,690
3,070
Quarter to 30 September 2022 - 6.08 cents (2021: 6.56)
1,790
2,576
Quarter to 31 December 2022 - 6.29 cents
1
(2021: 6.21)
1,852
2,438
Year to 31 December 2022 - 13.00 cents
1
(2021: n/a)
3,828
12,207
10,820
1
Based on 29,448,641 ordinary shares in issue at 13 January 2023.
All dividends paid or payable are distributed from the Company’s distributable reserves.
88
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Notes to the Financial Statements
continued
Section 4: Financial Statements
89
9. Earnings and net asset value per ordinary share
Revenue, capital loss and net asset value per ordinary share are shown below and have been calculated using the following:
2022
2021
Net revenue profit attributable to ordinary shareholders (US$’000)
13,842
10,247
Net capital loss attributable to ordinary shareholders (US$’000)
(173)
(38,253)
Total gains/(loss) attributable to ordinary shareholders (US$’000)
13,669
(28,006)
Total shareholders’ funds (US$’000)
148,111
194,838
The weighted average number of ordinary shares in issue during the year on which the
earnings per ordinary share was calculated was:
33,373,033
39,259,620
The actual number of ordinary shares in issue at the year end on which the net asset
value was calculated was:
29,448,641
39,259,620
The number of ordinary shares in issue, including treasury shares at the year end was:
31,630,303
41,441,282
Earnings per share
Calculated on weighted average number of ordinary shares:
Revenue earnings per share (US$ cents) – basic and diluted
41.48
26.10
Capital loss per share (US$ cents) – basic and diluted
(0.52)
(97.44)
Total earnings/(loss) per share (US$ cents) – basic and diluted
40.96
(71.34)
As at
As at
31 December
31 December
2022
2021
Net asset value per ordinary share (US$ cents)
502.95
496.28
Ordinary share price (US$ cents)
1
457.10
461.19
1
Based on an exchange rate of US$1.20 to £1 at 31 December 2022 and US$1.35 to £1 at 31 December 2021.
There are no dilutive securities at the year end.
10. Investments held at fair value through profit or loss
2022
2021
US$’000
US$’000
Overseas listed equity investments
158,149
212,151
Overseas unlisted fixed income investments
31
Valuation of investments at 31 December
158,149
212,182
Opening book cost of equity and fixed income investments
204,909
209,565
Investment holding gains
7,273
41,860
Opening fair value
212,182
251,425
Analysis of transactions made during the year:
Purchases at cost
68,406
142,147
Sales proceeds received
(123,697)
(144,427)
Gains/(losses) on investments
1,258
(36,963)
Closing fair value
158,149
212,182
Closing book cost of equity and fixed income investments
157,988
204,909
Closing investment holding gains
161
7,273
Closing fair value
158,149
212,182
The Company received US$123,697,000 (2021: US$144,427,000) from investments sold in the year. The book cost of these
investments when they were purchased was US$115,327,000 (2021: US$146,803,000). These investments have been
revalued over time and until they were sold any unrealised gains/losses were included in the fair value of investments.
Transaction costs of US$93,000 were incurred on the acquisition of investments (2021: US$136,000). Costs relating to the
disposal of investments during the year amounted to US$119,000 (2021: US$178,000). All transaction costs have been
included within capital reserves.
11. Debtors
2022
2021
US$’000
US$’000
Sales for future settlement
6
Prepayments and accrued income
1,566
466
1,572
466
12. Creditors – amounts falling due within one year
2022
2021
US$’000
US$’000
Purchases for future settlement
61
Other payables
954
1,258
1,015
1,258
13. Creditors – amounts falling due after more than one year
2022
2021
US$’000
US$’000
Non-current tax liability (note 7 (c))
11
Non-equity redeemable shares
24
24
24
35
The redeemable shares of £1 each carry the right to receive a fixed dividend at the rate of 0.1% per annum on the nominal
amount thereof. They are capable of being redeemed by the Company at any time and confer no rights to receive notice of,
attend or vote at general meetings except where the rights of holders are to be varied or abrogated. On a winding up, the
capital paid up on such shares ranks pari passu with, and in proportion to, any amounts of capital paid to the holders of
ordinary shares, but does not confer any further right to participate in the surplus assets of the Company.
14. Share capital
Ordinary
Treasury
Total
Nominal
shares
shares
shares
value
number
number
number
US$’000
Allotted, called up and fully paid share capital comprised:
Ordinary shares of 10 cents each
At 31 December 2021
39,259,620
2,181,662
41,441,282
4,144
Tender offer
(9,810,979)
(9,810,979)
(981)
At 31 December 2022
29,448,641
2,181,662
31,630,303
3,163
During the period to 31 December 2022, 9,810,979 ordinary shares were purchased for cancellation as a result of a tender
offer for a total cost of US$51,431,000 (2021: nil).
The ordinary shares give shareholders voting rights, the entitlement to all of the capital growth in the Company’s assets and to
all income from the Company that is resolved to be distributed.
90
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Notes to the Financial Statements
continued
Section 4: Financial Statements
91
15. Reserves
Distributable Reserves
At 31 December 2021
11,719
4,843
4,356
158,700
7,247
3,829
Movement during the year:
Total comprehensive income/(loss):
Net profit/(loss) for the year
6,909
(7,082)
13,842
Transactions with owners, recorded directly to equity:
Tender offer
(51,017)
Tender offer cost
(414)
Cancellation of shares
981
Dividends paid during the year from revenue
(8,965)
At 31 December 2022
11,719
5,824
4,356
114,178
165
8,706
The share premium account, capital redemption reserve and non-distributable 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 capital reserve may be used as distributable reserves for all purposes and, in particular, the
repurchase by the Company of its ordinary shares and for payments as dividends. In accordance with the Company’s Articles of
Association, capital reserves and the revenue reserve may be distributed by way of dividend. The capital reserve arising on the
revaluation of investments of US$165,000 (2021: gain of US$7,247,000) 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.
16. Risk management policies and procedures
The Company’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 www.blackrock.com/uk/brla for a more detailed discussion of the risks inherent in investing in the Company.
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 59 to 64 and in the Statement of Directors’
Responsibilities on page 69, it is the ultimate responsibility of the Board to ensure that the Company’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 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 Company’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 Company 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 www.blackrock.com/uk/brla.
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 Company. 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 Company. 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.
92
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
16. Risk management policies and procedures
continued
Risk management framework
continued
The AIFM reports to the Audit 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 Committee. Any significant issues are reported to
the Board as they arise.
Risk Exposures
The risk exposures of the Company are set out as follows:
(a) Market risk
Market risk arises mainly from uncertainty about future values of financial instruments influenced by other price, currency and
interest rate movements. It represents the potential loss the Company 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 other price risk, foreign currency
risk and interest rate 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 percentage 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 as of 31 December 2022 and 31 December 2021 (based on a 99% confidence level) was 5.40% and 5.03%,
respectively.
(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 Company and market prices of its
investments.
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 Company is exposed to market price risk arising from its equity and fixed interest investments. The movements in the
prices of these investments result in movements in the performance of the Company. Other price risk sensitivity has been
covered by VaR analysis under the market risk section above.
Notes to the Financial Statements
continued
The Company’s exposure to other changes in market prices at 31 December 2022 on its equity and fixed interest investments
was US$158,149,000 (2021: US$212,182,000).
Management of other price risk
By diversifying the portfolio, where this is appropriate and consistent with the Company’s objectives, the risk that a price
change of a particular investment will have a material impact on the NAV of the Company is reduced which is in line with the
investment objectives of the Company.
(ii) Market risk arising from foreign currency risk
Exposure to foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates. Foreign currency sensitivity risk has been covered by the VaR analysis under the market
risk section.
The fair values of the Company’s monetary items which have foreign currency exposure at 31 December 2022 and
31 December 2021 are shown below. Where the Company’s equity and fixed income investments which are not monetary
items are denominated in a foreign currency, they have been included separately in the analysis so as to show the overall level
of exposure.
2022
2021
British
British
Brazilian
Mexican
Pound
Chilean
Brazilian
Mexican
Pound
Chilean
Real
Peso
Sterling
Peso
Real
Peso
Sterling
Peso
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Debtors (due from brokers,
prepayments and accrued
income)
115
6
20
106
25
Creditors (due to brokers and
other payables)
(2)
(367)
(61)
(445)
Cash and cash equivalents
18
124
19
325
137
Total foreign currency
exposure on net monetary
items
133
4
(223)
(42)
431
(283)
Investments at fair value
through profit or loss that
are equities and fixed
income
41,691
20,854
4,449
61,014
32,572
8,343
Total net foreign currency
exposure
41,824
20,858
(223)
4,407
61,445
32,572
(283)
8,343
Management of foreign currency risk
The Investment Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board of
the Company on a regular basis.
The Investment Manager measures the risk to the Company of the foreign currency exposure by considering the effect on the
Company’s net asset value and income of a movement in the exchange rate to which the Company’s assets, liabilities, income
and expenses are exposed.
Foreign currency borrowing facilities are available in the form of a multi-currency overdraft facility to limit the Company’s
exposure to anticipated future changes in exchange rates which might otherwise adversely affect the value of the portfolio of
investments.
The Company 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 Company 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 Company’s assets which are
denominated in currencies other than their own currencies.
Section 4: Financial Statements
93
94
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
16. Risk management policies and procedures
continued
(a) Market risk
continued
(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 Company is exposed to interest rate risk specifically through its cash holdings, fixed interest investments and its
borrowing facilities for investment purposes. Interest rate movements may affect the level of income receivable from any cash
at bank and on deposits and the level of interest payable on variable rate borrowings. 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 Company’s
investments. Interest rate sensitivity risk has been covered by the VaR analysis under the market risk section.
Interest rate exposure
The exposure at 31 December 2022 and 31 December 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.
2022
2021
Within one
More than
Within one
More than
year
one year
Total
year
one year
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Exposure to fixed interest rates:
– Fixed interest investments
31
31
Exposure to floating interest rates:
– Cash and cash equivalents
160
160
463
463
– Bank overdraft
(10,731)
(10,731)
(16,980)
(16,980)
Total exposure to interest rates
(10,571)
(10,571)
(16,517)
31
(16,486)
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 multi-currency overdraft facility.
The Company finances part of its activities through borrowings at levels approved and monitored by the Board of the
Company. The Company, generally, does not hold significant cash balances, with short term borrowings being used when
required. Derivative contracts are not used to hedge against the exposure to interest rate risk.
Interest received on cash balances, or paid on the bank overdraft respectively, is approximately 1.51% and 2.59% per annum
(2021: 0.00% and 0.94% per annum).
The Company modified all of its floating-rate financial liabilities indexed to Sterling LIBOR (see note 16c) to reference Secured
Overnight Financing Rate (SOFR) during the year ended 31 December 2021. As a result, the Company’s IBOR exposures to
non-derivative financial liabilities as at 31 December 2022 was a multi-currency overdraft indexed to SOFR.
(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 Company.
The Company 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 Company arises from transactions to purchase or sell equity investments.
The major counterparties engaged with the Company are all widely recognised and regulated entities.
There were no past due or impaired assets as of 31 December 2022 (31 December 2021: nil).
Notes to the Financial Statements
continued
Depositary
The Company’s Depositary is The Bank of New York Mellon (International) Limited (BNYM or the Depositary) (S&P long-term
credit rating as at 31 December 2022: AA– (2021: AA
–). The Company’s listed investments are held on its behalf by The Bank
of New York Mellon (International) Limited (BNYM) as the Company’s Custodian (as sub-delegated by the Depositary). All of
the equity, fixed interest assets and cash of the Company are held within the custodial network of the global custodian
appointed by the Depositary. Bankruptcy or insolvency of the Depositary/Custodian may cause the Company’s rights with
respect to its investments held by the Depositary/Custodian to be delayed or limited. The maximum exposure to this risk at
31 December 2022 is the total value of equity and fixed interest investments held with the Depositary/Custodian and cash
and cash equivalents in the Balance Sheet.
In accordance with the requirements of the depositary agreement, the Depositary will ensure that any agents it appoints to
assist in safekeeping the assets of the Company will segregate the assets of the Company. Thus in the event of insolvency or
bankruptcy of the Depositary, the Company’s non-cash assets are segregated and this reduces counterparty credit risk. The
Company will, however, be exposed to the counterparty credit risk of the Depositary in relation to the Company’s cash held by
the Depositary. In the event of the insolvency or bankruptcy of the Depositary, the Company will be treated as a general
creditor of the Depositary in relation to cash holdings of the Company.
Counterparties/brokers
All transactions in listed securities are settled⁄paid for upon delivery using an approved broker. The risk of default is
considered minimal, as delivery of securities sold is only made once the broker has made payment. Payment is made on
a purchase once the securities have been delivered by the broker. The trade will fail if either party fails to meet its obligation.
Counterparty credit risk also arises on transactions with a 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. The Company monitors the credit rating and financial position of the broker used to further mitigate this risk.
Cash held as security by the counterparty to financial derivative contracts is subject to the credit risk of the counterparty.
During the period there were no open derivative positions and therefore no cash held as security.
The following table details the total number of counterparties to which the Company is exposed, the maximum exposure to any
one counterparty, the collateral held by the Company 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).
Lowest
Maximum
Total
credit
Total
exposure
exposure to
rating of
number of
to any one
Collateral
all other
any one
counterparties
counterparty
1
held
1
counterparties
1
counterparty
2
US$’000
US$’000
US$’000
31 December 2022
2
160
6
AA–
31 December 2021
1
463
AA–
1
Calculated on a net exposure basis.
2
Standard & Poor’s ratings.
Debtors
Amounts due from debtors are disclosed on the Balance Sheet as debtors.
The counterparties included in debtors are the same counterparties discussed previously under counterparty credit risk and
subject to the same scrutiny by the BlackRock RQA Counterparty and Concentration Risk (RQA CCR) team. The Company
monitors the ageing of debtors to mitigate the risk of debtor balances becoming overdue.
In summary, the exposure to credit risk at 31 December 2022 and 31 December 2021 was as follows:
2022
2021
US$’000
US$’000
Debtors (prepayments and accrued income)
1,572
466
Cash and cash equivalents
160
463
1,732
929
Section 4: Financial Statements
95
96
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
16. Risk management policies and procedures
continued
(b) Counterparty credit risk
continued
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 Company 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 reviews the credit standard of the Company’s brokers on a periodic basis and set limits on the amount
that may be due from any one broker.
The Board monitors the Company’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 auditors. 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 auditors. 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 any significant breaches or issues arising to the Board as soon as these
are identified.
There were no past due or impaired assets as of 31 December 2022 (31 December 2021: nil).
(c) Liquidity risk
This is the risk that the Company will encounter difficulties in meeting obligations associated with financial liabilities. At the
year end, the Company has an uncommitted multi-currency overdraft facility for up to US$25 million from The Bank of New
York Mellon (International) (BNYM) which it utilises for short term liquidity purposes. As at 31 December 2022, $10.7 million of
this overdraft had been utilised (2021: $17.0 million). Interest is payable at a rate per annum equal to the Secured Overnight
Financing Rate (SOFR) plus 0.97%.
The overdraft facility of 29 July 2010, as amended from time to time, between the Company and BNYM was renewed on
27 August 2020, amending in particular the rate of interest applicable to each overdraft utilised.
Liquidity risk exposure
The undiscounted gross cash outflows of the financial liabilities as at 31 December 2022 and 31 December 2021, based on
the earliest date on which payment can be required, were as follows:
2022
2021
3 months
More than
3 months
More than
or less
1 year
or less
1 year
US$’000
US$’000
US$’000
US$’000
Current liabilities:
Bank overdraft
(10,731)
(16,980)
Other creditors
(1,015)
(1,258)
Non-current tax liability
(11)
(11,746)
(18,238)
(11)
Notes to the Financial Statements
continued
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. Liquidity risk is not significant as the majority of the Company’s
assets are investments in listed securities that are readily realisable.
The Company’s liquidity risk is managed on a daily basis by the Investment Manager in accordance with established policies
and procedures in place. The Investment Manager 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 Company are subject to special liquidity arrangements.
(d) Valuation of financial instruments
Financial assets and financial liabilities are either carried in the Balance Sheet at their fair value (investments) 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). Section 34 of FRS 102 requires the Company 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 Company are explained in the accounting policies note to the Financial Statements on page 84.
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. These include exchange traded derivatives. The Company 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
active, or other valuation techniques where significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as 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.
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 also 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.
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 Level 3 asset or liability including an assessment of the relevant risks including but not limited to credit
risk, market risk, liquidity risk, business risk and sustainability risk. The determination of what constitutes ‘observable’ inputs
requires significant judgement by the Investment Manager, and these risks are adequately captured in the assumptions and
inputs used in the measurement of Level 3 asset or liability.
Section 4: Financial Statements
97
98
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
16. Risk management policies and procedures
continued
(d) Valuation of financial instruments
continued
Fair values of financial assets and financial liabilities
The table below is an analysis of the Company’s financial instruments measured at fair value at the balance sheet date.
Financial assets at fair value through profit or loss as at
Level 1
Level 2
Level 3
Total
31 December 2022
US$’000
US$’000
US$’000
US$’000
Equity investments
158,149
158,149
Fixed interest investments
Total
158,149
158,149
Financial assets at fair value through profit or loss as at
Level 1
Level 2
Level 3
Total
31 December 2021
US$’000
US$’000
US$’000
US$’000
Equity investments
212,151
212,151
Fixed interest investments
31
31
Total
212,151
31
212,182
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.
17. Capital management policies and procedures
The Company’s capital management objectives are:
to ensure it will be able to continue as a going concern; and
to secure long-term capital growth and an attractive total return primarily through investing in quoted securities in
Latin America.
Gearing will be selectively employed with the aim of enhancing returns. The Board view that 105% of the net asset value is the
neutral level of gearing over the longer term and that gearing should be used actively in an approximate range of plus or minus
10% around this as measured at the time that gearing is instigated. These current parameters sit within the Company’s
gearing policy as set out in the investment policy on pages 33 and 34 which states that net borrowings are not expected to
exceed 25% of net assets under normal circumstances, and the Company’s Articles of Association which limit net borrowings
to 100% of capital and reserves.
The Company’s total capital as at 31 December 2022 was US$148,111,000 (2021: US$194,838,000) comprised of equity,
capital and reserves.
Under the terms of the overdraft facility agreement, the Company’s total indebtedness shall at no time exceed US$25 million
or 30% of the Company’s net asset value (whichever is the lowest) (2021: US$40 million or 30% of the Company’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 Company’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 Company is subject to externally imposed capital requirements:
as a public company, the Company has a minimum share capital of £50,000; and
Notes to the Financial Statements
continued
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.
18. Transactions with the Investment Manager and AIFM
BlackRock Fund Managers Limited (BFM) provides management and administration services to the Company under
a contract which is terminable on six months’ notice. BFM has (with the Company’s consent) delegated certain portfolio and
risk management 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 pages 47 and 48.
The investment management fee is levied quarterly, based on 0.80% per annum of the Company’s net asset value. The
investment management fee due for the year ended 31 December 2022 amounted to US$1,332,000 (2021: US$1,726,000), as
disclosed in note 4 to the Financial Statements on page 86. At the year end, an amount of US$588,000 was outstanding in
respect of these fees (2021: US$815,000).
In addition to the above services BIM (UK) has provided the Company with marketing services. The total fees paid or payable
for these services for the year ended 31 December 2022 amounted to US$83,000 excluding VAT (2021: US$101,000).
Marketing fees of US$81,000 (2021: US$108,000) were outstanding at 31 December 2022.
During the year the Manager pays the amounts due to the Directors. These fees are then reimbursed by the Company for the
amounts paid on its behalf. As at 31 December 2022, an amount of US$110,000 (2021: US$124,000) was payable to the
Manager in respect of Directors’ fees.
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
Delaware, USA.
19. Related party disclosure
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 54 to 56. At 31 December 2022, an amount of US$18,000 (2021:
US$15,000) 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 31 December 2022
Total % of shares held by Significant
Number of Significant Investors who
Total % of shares held by Related
Investors who are not affiliates of
are not affiliates of BlackRock Group
BlackRock Funds
BlackRock Group or BlackRock, Inc.
or BlackRock, Inc.
1.7
20.7
1
As at 31 December 2021
Total % of shares held by Significant
Number of Significant Investors who
Total % of shares held by Related
Investors who are not affiliates of
are not affiliates of BlackRock Group
BlackRock Funds
BlackRock Group or BlackRock, Inc.
or BlackRock, Inc.
1.3
26.8
1
20. Contingent liabilities
There were no contingent liabilities at 31 December 2022 (2021: none).
Section 4: Financial Statements
99
We added to our position in Brazilian health care insurer Hapvida as we see a bright outlook for the company in 2023
and 2024.
Section 5: Additional information
101
Additional
information
102
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Shareholder information
Financial calendar
The timing of the announcement and publication of the
Company’s results may normally be expected in the months
shown below:
March/April
Annual results announced.
March/April
Annual Report and Financial Statements
published.
May
Annual General Meeting.
September
Half yearly figures to 30 June
announced, and half yearly financial
report published.
Dividend timetable
Announcement
date
Pay date
First quarterly dividend
April
May
Second quarterly dividend
July
August
Third quarterly dividend
October
November
Fourth quarterly dividend
January
February
Payment of dividends
Cash dividends will be sent by cheque to the first-named
shareholder at their registered address. The Board has arranged
for all shareholders to receive their dividends in Sterling unless
they elect otherwise. Shareholders who wish to receive their
dividends in US Dollars should complete and return the enclosed
Currency Election Form. Dividends may also be paid direct into
a shareholder’s bank account via BACSTEL-IP (Bankers’
Automated Clearing Service – Telecom Internet Protocol). This
may be arranged by contacting the Company’s registrar,
Computershare Investor Services PLC on 0370 707 1112 or by
completing the Mandate Instructions section on the reverse of
your dividend counterfoil and sending this to the Company’s
registrar, Computershare. Dividend confirmations will be sent to
shareholders at their registered address, unless other
instructions have been given, to arrive on the payment date.
Ordinary 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 www.blackrock.com/uk/brla.
ISIN/SEDOL numbers
The ISIN/SEDOL numbers and mnemonic codes for the
Company’s shares are:
Ordinary shares
ISIN
GB0005058408
SEDOL
0505840
Reuters code
BRLA.L
Bloomberg code
BRLA:LN
Ticker
BRLA/LON
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
We encourage you to play your part in reducing our impact on
the environment and elect to be notified by email when your
shareholder communications become available online. This
means you will receive timely, cost-effective and greener
online annual reports, half yearly financial reports and other
relevant documentation.
Shareholders who opt for this service will receive an email
from Computershare with a link to the relevant section of the
BlackRock website where the documents can be viewed and
downloaded. Please submit your email address by visiting
investorcentre.co.uk/ecomms. You will require your
shareholder reference number which you will find on your
share certificate or tax voucher.
You will continue to receive a printed copy of these reports if
you have elected to do so. Alternatively, if you have not
submitted your email address nor have elected to receive
printed reports, we will write and let you know where you can
view these reports online.
Section 5: Additional information
103
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. More 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 daily, with
details of the Company’s investments and performance being
published monthly.
The daily NAV 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/brla. 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 www.blackrock.com/uk/brla and
shareholders can check details of their holdings on
Computershare’s website at investorcentre.co.uk.
The financial statements and other literature are published
on the BlackRock 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 access Computershare’s website you will need your
shareholder reference number (SRN) which can be found on
communications you have previously received from
Computershare. 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.
Outstanding payments
– reissue payments using the
online replacement service.
Downloadable forms
– including dividend mandates, stock
transfer, dividend reinvestment and change of address
forms.
Dividend tax allowance
The annual tax-free allowance on dividend income across an
individual’s entire share portfolio is £2,000 as at the date of
this report. Above this amount, individuals will pay tax on
their dividend income at a rate dependent on their income tax
bracket and personal circumstances. The Company provides
registered shareholders with a 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 the shareholder’s
responsibility to include all dividend income when calculating
any tax liability.
If you have any tax queries please contact a financial adviser.
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 2022/2023 tax year, investors will be able to invest
up to £20,000 in Individual Savings Accounts (ISAs) either as
cash or shares.
104
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Shareholder information
continued
Shareholder enquiries
The Company’s registrar is Computershare Investor Services
PLC. In the event of queries regarding your holding of shares,
please contact the registrar on 0370 707 1112. Changes of
name or address must be notified in writing to the registrar
at:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Certain details relating to your holding can also be checked
through the Computershare investor centre website.
As a security check, specific information needs to be input
accurately to gain access to an individual’s account.
This includes your shareholder reference number, available
from either your share certificate, Form of Proxy or dividend
confirmation or other electronic communications previously
received from Computershare.
The address of the Computershare website is
investorcentre.co.uk. Alternatively, please contact
0370 707 1112.
General enquiries
Enquiries about the Company should be directed to:
The Company Secretary
BlackRock Latin American Investment Trust plc
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Email: cosec@blackrock.com
Section 5: Additional information
105
By type of holder
Holdings
%
Shares
%
Individuals
377
62.62
675,933
2.14
Bank or Nominees
207
34.39
28,612,540
90.46
Investment Trust
2
0.33
2,211,920
6.99
Other Company
10
1.66
76,868
0.24
Pension Trust
1
0.17
1
0.00
Other Corporate Body
5
0.83
53,041
0.17
602
100.00
31,630,303
100.00
The above excludes 2,181,662 shares held in treasury.
By size of holding
Holdings
%
Shares
%
1 – 1,000
254
42.19
102,751
0.33
1,001 – 5,000
165
27.41
380,012
1.20
5,001 – 10,000
50
8.31
335,215
1.06
10,001 – 100,000
91
15.12
3,040,566
9.61
100,001 – 500,000
25
4.15
4,946,864
15.64
500,001 – 1,000,000
9
1.49
6,802,914
21.51
1,000,001 – 999,999,999
8
1.33
16,021,981
50.65
602
100.00
31,630,303
100.00
Excludes 2,181,662 shares held in treasury.
By style of owner
1
1
Source: Richard Davies Investor Relations.
2022
Retail
53.2%
Mutual Funds
19.8%
Pensions
17.3%
Charities
5.7%
Insurance
1.4%
Fund of Funds
1.3%
Trading
0.7%
ETF
0.3%
Inv Trusts
0.3%
2021
Retail
38.6%
Pensions
27.4%
Mutual Funds
22.6%
Charities
6.7%
Fund of Funds
2.4%
Insurance
1.5%
Investment Trusts
0.3%
Other
0.5%
Analysis of ordinary shareholders
at 31 December 2022
106
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Ten year record
Net asset
value per
Net assets
ordinary
Revenue
Dividends
attributable
share
Return per
per
to ordinary
– debt at
Ordinary
ordinary
ordinary
Effective
Ongoing
Year ended
shareholders
fair value
share price
Discount
share
share
gearing
2
charges
3
31 December
US$’000
cents
cents
1
%
cents
cents
%
%
2013
315,345
801.1
4
719.3
(10.2)
24.83
30.00
2.1
4
1.10
2014
276,423
702.1
624.5
(11.1)
31.46
30.00
(2.4)
1.20
2015
180,943
459.6
408.2
(11.2)
24.10
21.00
(3.1)
1.12
2016
221,730
563.2
486.5
(13.6)
17.89
15.00
2.1
1.20
2017
279,590
710.2
622.3
(12.4)
13.03
13.00
7.8
1.11
2018
255,245
650.2
557.2
(14.3)
15.13
23.55
9.8
1.03
2019
287,444
732.2
643.2
(12.2)
18.10
34.89
6.2
1.13
2020
234,151
596.4
552.9
(7.3)
14.86
23.06
7.4
1.14
2021
194,838
496.3
461.2
(7.1)
26.10
27.56
8.9
1.14
2022
148,111
503.0
457.1
(9.1)
41.48
38.87
6.8
1.13
1
Share price converted from Sterling at the exchange rate prevailing on 31 December.
2
Effective gearing is redeemable shares, loans, convertible bonds at par value (from 15 September 2009 to 16 October 2013), overdrafts less cash and fixed interest
stocks as a percentage of net assets.
3
Alternative Performance Measure, see Glossary on pages 114 to 118.
4
Convertible bonds were repaid, redeemed or converted in 2013.
Section 5: Additional information
107
Management and other service providers
Registered Office
(Registered in England, No. 2479975)
12 Throgmorton Avenue
London EC2N 2DL
Investment Manager and Secretary
BlackRock Investment Management (UK) Limited
1,2
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Email: cosec@blackrock.com
Alternative Investment Fund Manager
BlackRock Fund Managers Limited
1
12 Throgmorton Avenue
London EC2N 2DL
Telephone: 020 7743 3000
Depositary
The Bank of New York Mellon (International) Limited
1
160 Queen Victoria Street
London EC4V 4LA
Custodian and Banker
The Bank of New York Mellon (International) Limited
1
160 Queen Victoria Street
London EC4V 4LA
Registrar
Computershare Investor Services PLC
1
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 1112
Independent Auditor
Ernst & Young LLP
Chartered Accountants and Statutory Auditors
25 Churchill Place
London E14 5EY
Stockbrokers
Cenkos Securities plc
1
6-8 Tokenhouse Yard
London EC2R 7AS
Solicitors
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
1
Authorised and regulated by the Financial Conduct Authority.
2
BIM (UK) Limited has delegated certain of its responsibilities and functions, including its discretionary management of the Company’s portfolio, to the US based
equity income investments’ team who are employed by BlackRock Investment Management LLC (BIM LLC), a limited liability company incorporated in Delaware
which is regulated by the US Securities and Exchange Commission. The registered address of BIM LLC is 100 Bellevue Parkway, Wilmington, Delaware 19809, USA.
108
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
AIFMD report on remuneration (unaudited)
Remuneration related disclosures in
accordance with Article 22(2) of the AIFMD,
Article 107 of the AIFMD Regulations and
Section XIII of the ESMA Guidelines on
sound remuneration policies under the
AIFMD
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 UK version of the Directive.
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 which
includes reviewing the remuneration policy on a regular basis
and being responsible for its implementation.
The implementation of the remuneration policy is annually
subject to central and independent review for compliance
with policies and procedures for remuneration adopted by the
MDCC and by the Manager’s Board. The remuneration
disclosure is produced and owned by MDCC and the
Manager’s Board.
(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 7 meetings during 2022. 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 non-financial 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.
Section 5: Additional information
109
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
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 pre-incentive
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 and
therefore staff members in control functions are remunerated
independently of the businesses they oversee. 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
110
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
AIFMD report on remuneration (unaudited)
continued
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;
strategic business needs, including intentions regarding
retention;
market intelligence;
criticality to business; and
supporting the firm’s approaches to environmental, social
and governance factors and diversity, equity and inclusion.
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
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).
Section 5: Additional information
111
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.
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 Manager 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.
Conversely, members of staff and senior management of the
broader BlackRock group may provide both AIFMD and
non-AIFMD related services in respect of multiple funds,
clients and functions of the broader BlackRock group and of
the Manager. Therefore, the figures disclosed are a sum of
individuals’ portion of remuneration attributable to the
Manager according to an objective apportionment
methodology which acknowledges the multiple-service
nature of the Manager and the broader BlackRock group.
Accordingly, the figures are not representative of any
individual’s actual remuneration or their remuneration
structure.
The amount of the total remuneration awarded to the
Manager’s staff in respect of the Manager’s financial year
ending 31 December 2022 is US$194.5 million. This figure is
comprised of fixed remuneration of US$109.3 million and
variable remuneration of US$85.3 million. There were a total
of 3,790 beneficiaries of the remuneration described above.
The amount of the aggregate remuneration awarded by the
Manager in respect of the Manager’s financial year ending
31 December 2022, to its senior management was
US$21.6 million, and to other members of its staff whose
actions potentially have a material impact on the risk profile
of the Manager or its funds was US$8.8 million. These figures
relate to the entire Manager and not to the Company.
112
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Other AIFMD disclosures (unaudited)
Report on remuneration
The Alternative Investment Fund Managers’ Directive
(the AIFMD), as implemented and retained in the UK,
requires certain disclosures to be made with regard to the
remuneration policy of the Company’s AIFM.
Details of the BlackRock AIFM Remuneration Policy are
disclosed on the Company’s website at
www.blackrock.com/uk/brla and became applicable to the
Manager on 1 January 2015, being the beginning of the
first financial year of BlackRock following the Manager’s
authorisation as an AIFM.
Quantitative remuneration disclosure
Disclosures in accordance with FUND 3.3.5, Article 22(2)e
and 22(2)f of the AIFMD and Article 107 of the Delegated
Regulation are disclosed on the website at
www.blackrock.com/uk/brla.
Leverage
The Company may employ leverage and borrow cash in
accordance with its stated investment policy or investment
strategy. Consistent with its investment objectives and policy,
the Company may utilise a variety of exchange traded and
over-the-counter (OTC) derivative instruments such as
options, futures and forward currency transactions 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.
For the purposes of this disclosure, leverage is any method by
which the Company’s exposure is increased, whether through
borrowing cash or securities, or leverage embedded in
contracts for difference 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 Company is disclosed in the table below:
Commitment
Gross leverage
leverage as at
as at
31 December
31 December
Leverage Ratio
1.06
1.06
Other risk disclosures
The financial risk disclosures relating to risk framework and
liquidity risk are set out in note 16 of the Notes to the
Financial Statements on pages 91 to 98.
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/brla.
There have been no material changes (other than those
reflected in these financial statements) 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
29 March 2023
Section 5: Additional information
113
Information to be disclosed in accordance
with Listing Rule 9.8.4
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 (5) and (6) No Director of the Company has waived or
agreed to waive any current or future emoluments from the
Company or any subsidiary undertaking.
9.8.4 (7), (8) and (9) The Company has not allotted any equity
securities for cash in the period under review.
The Company is a stand-alone entity therefore Listing Rules
9.8.4 (8) and 9.8.4 (9) are not applicable.
9.8.4 (10) There were no contracts of significance subsisting
during the period under review to which the Company is
a party and in which a Director of the Company is or was
materially interested; or between the Company and a
controlling shareholder.
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.
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
29 March 2023
114
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Glossary
Alternative Performance Measure (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
Company’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.
American Depositary Receipt (ADR) and
American Depositary Share (ADS)
ADRs and ADSs are certificates that represent shares in the
relevant stock and are issued by a US bank. They are
denominated and pay dividends in US Dollars.
Annualised return with dividends reinvested*
The annualised total return of the Company and the
benchmark is their average return earned each year over
a given time period, in this case over 48 months.
The inputs that have been used to calculate the annualised
total return of the NAV and benchmark and outperformance
of the NAV over 48 months are shown in the following table.
Annualised NAV return with
31 December
dividends reinvested
Page
2022
Closing NAV per share (cents)
89
502.95
Add back dividends (cents)
88
113.22
Effect of dividend reinvestment (cents)
(3.66)
Adjusted closing NAV (cents)
612.51
(a)
NAV per share as at 31 December
2018 (cents)
650.15
(b)
Cumulative NAV return over 48 months
(c = ((a - b)/b)) (%)
(5.80)
(c)
Number of months in period
48
(d)
Annualised NAV return with dividends
reinvested (e = ((1 + c) ^ (12/d))-1)
(1.48)%
(e)
Annualised benchmark return with
31 December
dividends reinvested
2022
Closing benchmark
481.67
(f)
Opening benchmark as at
31 December 2018
475.18
(g)
Cumulative benchmark return over
48 months (h = ((f -g)/g)) (%)
1.37
(h)
Annualised benchmark return with
dividends reinvested
(j = ((1 + h) ^ (12/d))-1)
0.34%
(j)
Annualised
31 December
NAV underperformance
2022
Annualised NAV return
(1.48)%
(e)
Annualised benchmark return
0.34%
(j)
NAV underperformance (k = e - j)
(1.82)%
(k)
Benchmark
The Company’s benchmark index, used for performance
comparative purposes is the MSCI EM Latin America Index
(Net Return) with dividends reinvested.
Benchmark outperformance/underperformance is measured
by comparing the Company’s net asset value (NAV) total
return, with the performance of the benchmark index with
dividends reinvested.
As at 31 December 2022, the Company’s NAV return in USD
terms with dividends reinvested was 6.6% and the net return
of the benchmark index with dividends reinvested was 8.9%,
therefore the Company’s underperformance of the
benchmark index was 2.3%.
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.
Definition of Adjusted Capital and Reserves
As noted on page 34, the Company’s Articles limit borrowing
to 100% of Adjusted Capital and Reserves. Adjusted Capital
and Reserves is defined for these purposes as follows:
A sum equal to the aggregate from time to time of:
(i)
the amount paid up (or credited as or deemed to be paid
up) on the issued share capital of the Company; and
(ii)
the amount standing to the credit of the capital and
revenue reserves of the Company (including without
limitation any share premium account or capital
redemption reserve) after adding thereto or deducting
therefrom any balance outstanding to the credit or debit
of the profit and loss account of the Company;
based on a consolidation of the then latest audited balance
sheet of the Company (or until there shall have been a first
audited balance sheet of the Company, such pro-forma
balance sheet of the Company as shall have been included in
a prospectus delivered to the Registrar of Companies in
accordance with the Companies Acts) after excluding
reserves and any balances on profit and loss account of
companies other than members of the Company and after:
* Alternative Performance Measure.
Section 5: Additional information
115
making such adjustments as may be appropriate in respect
of any variation in the amount of the paid up share capital
or any such capital reserves subsequent to the relevant
balance sheet date; and so that for the purpose of making
such adjustments, if any issue or proposed issue of shares
by the Company for cash has been underwritten, then such
shares shall be deemed to have been issued and the
amount (including the premium) of the subscription
moneys payable in respect thereof (not being moneys
payable later than six months after the date of allotment)
shall to the extent so underwritten, be deemed to have been
paid up on the date when the issue of such shares was
underwritten (or, if such underwriting was conditional, the
date on which it became unconditional);
making such adjustments as may be appropriate in respect
of any dividends or other distributions declared,
recommended, paid or made by the Company (otherwise
than attributable directly or indirectly to the Company) out
of profits earned up to and including the date of the latest
audited balance sheet of the Company or its subsidiaries
(as the case may be) to the extent that such distribution is
not provided for in such balance sheet;
making such adjustments as may be appropriate in respect
of any variation in the interests of the Company in its
subsidiaries (where relevant) since the date of the latest
audited balance sheet of the Company;
if the calculation is required for the purposes of or in
connection with a transaction under or in connection with
which any company is to become or cease to be a
subsidiary, making such adjustments as would be
appropriate if such transaction had been carried into effect;
excluding minority interests in subsidiaries;
excluding any amount for goodwill or other intangible asset
(not being an amount representing part of the cost of an
acquisition of shares or other property) incorporated as an
asset in the audited balance sheet;
making such other adjustments (if any) as the Auditor
considers appropriate.
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 31 December 2022, the share
price was 457.10c (2021: 461.19c) and the audited NAV per
share was 502.95c (2021: 496.28c), therefore giving a discount
of 9.1% (2021: 7.1%) (please see note 9 of the Financial
Statements for the audited inputs to the calculations).
The average discount over three years, calculated using the
Company’s daily cum income NAV and share price was 9.6%.
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 370c and the NAV 365c, 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 Company may achieve gearing through borrowings or
the effect of gearing through an appropriate balance of
equity capital and borrowings.
Gearing is calculated in line with AIC guidelines and
represents net gearing. This is defined as total assets of the
Company less current liabilities (excluding bank overdrafts),
less any cash or cash equivalents held minus total
shareholders’ funds, divided by total shareholders’ funds.
Cash and cash equivalents are defined by the AIC as net
current assets or net current liabilities (as relevant). To the
extent that the Company has net current liabilities, the net
current liabilities total is added back to the total assets of the
Company to calculate the numerator in this equation. The
calculation and the various inputs are set out in the following
table.
31 December
31 December
Net gearing
2022
2021
calculation
Page
US$’000
US$’000
Net assets
81
148,111
194,838
(a)
Borrowings
81
10,731
16,980
(b)
Total assets (a + b)
158,842
211,818
(c)
Current assets
1
81
1,732
929
(d)
Current liabilities
(excluding borrowings)
81
(1,015)
(1,258)
(e)
Net current
assets/(liabilities) (d + e)
717
(329)
(f)
Net gearing figure
(g = (c - f)/a)
106.8%
108.9%
(g)
1
Includes cash at bank.
* Alternative Performance Measures.
116
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Glossary
continued
The audited inputs for this calculation can be found in the
Balance Sheet on page 81.
The Company’s average gearing for the year, based on month
end gearing figures calculated in accordance with AIC
guidelines was 8.2%.
Leverage
Leverage is defined in the AIFMD 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  =
Total assets
Net assets
The AIFMD 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
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 (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 Company assuming these are reinvested in the
Company at the prevailing NAV/share price (please see note 9
of the Financial Statements for the audited inputs to the
calculations).
NAV performance
31 December
31 December
(US Dollar)
Page
2022
2021
Closing NAV per share
(cents)
89
502.95
496.28
Add back quarterly
dividends (cents)
88
25.79
28.80
Effect of dividend
reinvestment (cents)
0.36
(3.28)
Adjusted closing NAV
(cents)
529.10
521.80
(a)
Opening NAV per share
(cents)
89
496.28
596.42
(b)
NAV total return
(c = ((a - b)/b)) (%)
6.6
(12.5)
(c)
Share price performance
31 December
31 December
(US Dollar)
Page
2022
2021
Closing share price
(cents)
1
89
457.10
461.19
Add back quarterly
dividends (cents)
88
25.79
28.80
Effect of dividend
reinvestment (cents)
0.19
(2.45)
Adjusted closing share
price (cents)
483.08
487.54
(a)
Opening share price
(cents)
1
89
461.19
552.93
(b)
Share price total return
(c = ((a - b)/b)) (%)
4.7
(11.8)
(c)
1
Based on an exchange rate of $1.2029 to £1 at 31 December 2022 and
$1.35445 to £1 at 31 December 2021.
Share price performance
31 December
31 December
(Sterling)
Page
2022
2021
Closing share price
(pence)
89
380.00
340.50
Add back quarterly
dividends (pence)
88
20.86
20.90
Effect of dividend
reinvestment (pence)
0.82
(1.52)
Adjusted closing share
price (pence)
401.68
359.88
(a)
Opening share price
(pence)
89
340.50
404.50
(b)
Share price total return
(c = ((a - b)/b)) (%)
18.0
(11.0)
(c)
* Alternative Performance Measures.
Section 5: Additional information
117
Net asset value per share (Cum income NAV)
This is the value of the Company’s assets attributable to
one ordinary share. Cum income NAV includes all current
year income, less the value of any dividends paid in respect of
the period together with the value of any dividends which
have been declared and marked ex dividend but not yet paid.
It is calculated by dividing “total shareholders’ funds” by the
total number of ordinary shares in issue (excluding treasury
shares). For example, as at 31 December 2022 equity
shareholders’ funds were worth US$148,111,000 (2021:
US$194,838,000) and there were 29,448,641 (2021:
39,259,620) ordinary shares in issue, the NAV was therefore
502.95 cents per share (2021: 496.28c) (please see note 9 of
the Notes to the Financial Statements for the audited inputs
to the calculations).
Equity shareholders’ funds are calculated by deducting from
the Company’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 Company’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 “total shareholders’ funds” (excluding
current period revenue) by the total number of ordinary
shares in issue (excluding treasury shares).
As at 31 December 2022, equity shareholders’ funds less the
current year revenue return (after interim dividends paid from
current year revenue) amounted to US$139,423,000 (2021:
US$191,008,000) and there were 29,448,641 (2021:
39,259,620) ordinary shares in issue (excluding treasury
shares); therefore the capital only NAV was 473.44 cents per
share (2021: 486.53c).
Equity shareholders’ funds (excluding current period revenue
of US$139,423,000) (2021: US$191,008,000) are calculated
by deducting from the Company’s net assets
(US$148,111,000) (2021: US$194,838,000) its current period
revenue (US$13,842,000) (2021: US$10,247,000) and
adding back the interim dividends paid from revenue
(US$5,154,000) (2021: US$6,417,000).
Ongoing charges ratio*
Ongoing charges (%) =
Annualised ongoing charges
Average undiluted net asset value
in the period
Ongoing charges are those expenses of a type which are
likely to recur in the foreseeable future, whether charged to
capital or revenue, and which relate to the operation of the
investment company as a collective fund.
As recommended by the AIC in its guidance, ongoing charges
are the Company’s annualised revenue and capital expenses
(excluding finance costs, direct transaction costs, custody
transaction charges, VAT recovered, taxation, prior year
expenses written back and certain non-recurring items)
expressed as a percentage of the average daily net assets of
the Company during the year.
The inputs that have been used to calculate the ongoing
charges percentage are set out in the following table:
31 December
31 December
Ongoing charges
2022
2021
calculation
Page
US$’000
US$’000
Management fee
86
1,332
1,726
Other operating
expenses
86
632
783
Total management fee
and other operating
expenses
1,964
2,509
(a)
Average daily net assets in
the year
173,086
219,747
(b)
Ongoing charges (c = a/b)
1.13%
1.14%
(c)
Quoted securities and unquoted securities
Quoted securities are 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 Company. The revenue
reserve is the undistributed income that the Company 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.
* Alternative Performance Measures.
118
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Glossary
continued
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 includes only the
income physically produced by the portfolio and differs from
the total return calculation, which includes capital growth.
31 December
31 December
Page
2022
2021
Quarterly and special
dividends paid/payable
(cents)
1
88
38.87
27.56
(a)
Ordinary share price
(cents)
2
89
457.10
461.19
(b)
Yield (c=a/b) (%)
8.5%
6.0%
(c)
1
Comprising dividends declared/paid for the twelve months to 31 December.
2
Based on an exchange rate of US$1.20290 to £1 at 31 December 2022 and
US$1.35445 to £1 at 31 December 2021.
* Alternative Performance Measures.
Section 5: Additional information
119
During the year we added to Brazilian brewing company, AmBev. We believe the stock is trading at attractive valuations
while the company focuses on premiumization, innovation and diversification to bring new consumers on board and
strengthen its brands.
Section 6: Notice of annual general meeting
121
Annual
general
meeting
122
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Notice of annual general meeting
Notice is hereby given that the Annual General Meeting of
BlackRock Latin American Investment Trust plc will be held
at the offices of BlackRock, 12 Throgmorton Avenue, London
EC2N 2DL on 22 May 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 11, as ordinary resolutions and, in the case of
resolutions 12 and 13, as special resolutions).
More information in respect of the contribution of each
Director to support their re-election is given in the Directors’
Report on page 52.
Ordinary business
1.
To receive the report of the Directors and the financial
statements for the year ended 31 December 2022,
together with the report of the Auditor thereon.
2.
To approve the Directors’ Remuneration Report for the
year ended 31 December 2022 (excluding the Directors’
Remuneration Policy as set out on pages 57 and 58).
3.
To approve the Directors’ Remuneration Policy as set out
on pages 57 and 58.
4.
To approve the Company’s dividend policy to pay
quarterly interim dividends equal to 1.25% of the
Company’s NAV at close of business on the last business
day of March, June, September and December.
5.
To re-elect Carolan Dobson as a Director.
6.
To re-elect Craig Cleland as a Director.
7.
To re-elect Nigel Webber as a Director.
8.
To re-elect Laurie Meister as a Director.
9.
To appoint Ernst & Young LLP as Auditor of the Company
until the conclusion of the next AGM of the Company.
10.
To authorise the Audit Committee to determine the
Auditor’s remuneration.
Special business
Ordinary resolutions
11.
That, in substitution for 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 shares in
the Company and to grant rights to subscribe for or to
convert any security into shares in the Company
(securities) provided that, unless renewed prior to that
time, such authority shall be limited to the allotment of
shares and grant of rights in respect of shares with an
aggregate nominal amount of up to US$147,243.20,
(representing 5% of the aggregate nominal amount of
the issued share capital of the Company at the date of
this notice, excluding any treasury shares), provided that
this authority shall expire at the conclusion of the next
AGM of the Company to be held in 2024 but so that the
Company may, before such expiry, make any offer or
agreement which would or might require securities to be
allotted pursuant to any such offer or agreement as if the
authority hereby conferred had not expired.
Special resolutions
12.
That, in substitution for all existing authorities and
subject to the passing of resolution 11, the Directors of
the Company be and are hereby empowered pursuant to
Section 570 and 573 of the Companies Act 2006 (the
Act) to allot and make offers of agreement to allot equity
securities (as defined in Section 560 of the Act), and to
sell equity securities held by the Company as treasury
shares (as defined in Section 724 of the Act) for cash
pursuant to the authority granted by resolution 11 above,
as if Section 561(1) of the Act did not apply to any such
allotments and sales of equity securities, provided that
this power:
(a)
shall expire at the conclusion of the next AGM 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 securities in pursuance of such offers or
agreements;
(b)
shall be limited to the allotment of equity securities
and/or the sale of equity securities held in treasury
for cash up to an aggregate nominal amount of
US$147,243.20 (representing 5% of the aggregate
nominal amount of the issued share capital of the
Company (excluding any treasury shares) 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
share as close as practicable to the allotment or sale.
13.
That, in substitution for the Company’s existing authority
to make market purchases of ordinary shares of 10 cents
in the Company (Shares), the Company be and it is
hereby authorised in accordance with Section 701 of the
Section 6: Notice of annual general meeting
123
Companies Act 2006 (the Act) to make market purchases
of Shares (within the meaning of Section 693 of the Act)
provided that:
(a)
the maximum number of shares hereby authorised
to be purchased is 4,414,351 ordinary shares (being
the equivalent of 14.99% of the Company’s issued
ordinary share capital, excluding treasury shares, at
the date of this notice);
(b)
the minimum price (exclusive of expenses) which
may be paid for a Share shall be 10 cents;
(c)
the maximum price (exclusive of expenses) which
may be paid for a Share shall be the higher of; (i) 5%
above the average of the market values of a Share for
the five business days immediately preceding the
date of purchase as derived from the Daily Official
List of the London Stock Exchange; and (ii) the
higher of the price quoted for (a) the last
independent trade of, and (b) the highest current
independent bid for, any number of Shares on the
trading venue where the purchase is carried out; and
(d)
unless renewed prior to such time, the authority
hereby conferred shall expire at the conclusion of the
next AGM of the Company to be held in 2024 save
that the Company may, prior to such expiry, enter
into a contract to purchase Shares which will or may
be completed or executed wholly or partly after such
expiry.
All Shares purchased pursuant to the above authority
shall be either:
(i)
held, sold, transferred or otherwise dealt with as
treasury shares in accordance with the provisions of
the Act; or
(ii)
cancelled immediately upon completion of the
purchase.
By order of the Board
GRAHAM VENABLES
For and on behalf of
BlackRock Investment Management (UK) Limited
Company Secretary
29 March 2023
Registered Office:
12 Throgmorton Avenue
London EC2N 2DL
124
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Notice of annual general meeting
continued
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 instead of him/her.
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 Annual Report. 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
printed thereon as soon as possible and in any event by not
later than 12.00 noon on 18 May 2023 (being 48 hours
before the time of the meeting excluding Saturdays, Sundays
and Bank Holidays). 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 18 May 2023 (being 48 hours
before the time of the meeting excluding Saturdays, Sundays
and Bank Holidays).
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 18 May 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 of the form of proxy will not prevent you from
attending the meeting and voting in person. If you have
appointed a proxy and attend the meeting in person, your
proxy appointment will be automatically terminated.
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 to 3 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 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.
Only shareholders registered in the register of members of
the Company by not later than close of business two
business days prior to the date fixed for the meeting shall be
entitled to attend and vote at the meeting in respect of the
number of 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 close of business two business days prior to the
date 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 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 by 12.00 noon on
18 May 2023 (being 48 hours before the time of the meeting
excluding Saturdays, Sundays and Bank Holidays).
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) by
12.00 noon on 18 May 2023 (being 48 hours before the time
of the meeting excluding Saturdays, Sundays and Bank
Holidays). 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
Section 6: Notice of annual general meeting
125
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.
12.
Any question 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.
Under Section 527 of the Companies Act 2006 (the Act),
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 financial statements
(including the Auditor’s report and the conduct of the
audit) that are to be 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 reports and financial
statements were laid in accordance with Section 437 of
the Act.
14.
The Company may not require the members requesting any
such website publication to pay its expenses in complying
with Section 527 or 528 of the Act. Where the Company is
required to place a statement on a website under
Section 527 of the Act, it must forward the statement to the
Company’s Auditor not later than the time when it makes the
statement available on that 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 Act to
publish on a website.
15.
Under Section 338 and 338A of the Act, 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 10 April 2023, being
the date six 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.
Further information regarding the meeting which the
Company is required by Section 311A of the Act to publish
on a website in advance of the meeting (including this
Notice), can be accessed at www.blackrock.com/uk/brla.
17.
As at the date of this report, the Company’s issued share
capital comprised 29,448,641 ordinary shares of 10 cents
each, excluding shares held in treasury. Each ordinary share
carries the right to one vote and therefore the total number
of voting rights in the Company at the date of this report is
29,448,641.
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.
126
BlackRock Latin American Investment Trust plc
| Annual Report and Financial Statements 31 December 2022
Share fraud warning
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
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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
www.blackrock.com/uk/brla