Annual Report and Financial Statements
CT Global
Managed
Portfolio
Trust PLC
For the year ended:
31 May 2023
CT Global Managed Portfolio Trust PLC
Contents
Overview
Company Overview 1
Income Shares – 2023 Highlights and Performance Summary 2
Growth Shares – 2023 Highlights and Performance Summary 4
Long-term Summary 6
Strategic Report
Chairman’s Statement 7
Purpose, Strategy and Business Model 11
Key Performance Indicators 13
Investment Manager’s Review 14
Income Shares – Investment Portfolio 20
Growth Shares – Investment Portfolio 22
Sustainability and ESG 24
Promoting the Success of the Company 26
Principal Risks and Uncertainties and Viability Statement 28
Policy Summary 31
Governance Report
Board of Directors 33
Report of the Directors 34
Corporate Governance Statement 41
Report of the Nomination Committee 44
Report of the Management Engagement Committee 45
Report of the Audit Committee 46
Report of the Marketing Committee 50
Directors’ Remuneration Report 51
Statement of Directors’ Responsibilities 54
Independent Auditor’s Report 55
Financial Report
Financial Statements 61
Notes to the Financial Statements 66
AIFMD Disclosures 88
Notice of Meeting
Notice of Annual General Meeting 89
Other Information
Capital Structure 94
Shareholder Information 95
How to Invest 97
Historic Record 98
Alternative Performance Measures (‘APMs’) 99
Glossary of Terms 103
Corporate Information 105
Financial Calendar
Annual General Meeting 28 September 2023
Deadlines for submitting conversion instructions:
– for Columbia Threadneedle Investments savings plan investors
– for non-Columbia Threadneedle Investments savings plan investors
22 September 2023
29 September 2023
First interim dividend paid (XD Date 14 September 2023) 6 October 2023
Share conversion facility date 26 October 2023
Second interim dividend paid (XD Date 14 December 2023) 12 January 2024
Announcement of interim results for six months to 30 November 2023 January 2024
Third interim dividend paid (XD Date 14 March 2024) 9 April 2024
Fourth interim dividend paid (XD Date 13 June 2024) 5 July 2024
Announcement of annual results and posting of Annual Report July 2024
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are
CT Global Managed Portfolio Trust PLC please forward this document, together with any accompanying documents, immediately to the purchaser
or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or
transferee. If you have sold or otherwise transferred only part of your holding of shares, you should retain these documents.
Report and Accounts 2023 | 1
Overview
Company Overview
Change of Name
With effect from 29 June 2022, the name of the Company was changed by resolution of the Board to
CT Global Managed Portfolio Trust PLC.
CT Global Managed Portfolio Trust PLC (the 'Company') is an investment trust and was launched
Financial Conduct Authority and traded on the main market of the London Stock Exchange.
Purpose
The purpose of the Company is to provide investors with access to a broad spread of investment
companies, covering a variety of geographies, sectors and investment managers, with the objective
of providing both income and growth, while spreading investment risk.
Share Classes
The Company has two classes of shares with two separate investment portfolios:
– the Income shares, where the investment focus is to provide an attractive level of income,
together with some capital growth; and
– the Growth shares, where the investment focus is to achieve capital growth.
The benchmark index for both the Income Portfolio and the Growth Portfolio is the FTSE
All-Share Index.
Visit our website at ctglobalmanagedportfolio.co.uk
The Company is registered in Scotland with company registration number SC338196
Forward-looking statements
involve risk and uncertainty because they relate to future events and circumstances that could cause actual results to differ materially from those expressed or
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2 | CT Global Managed Portfolio Trust PLC
Overview
+8.3%
Dividend increased
Annual dividend increased by 8.3% to 7.20p per Income share compared to the
prior year.
6.0%
Dividend yield
(1)
Dividend yield of 6.0% at 31 May 2023, based on total dividends for the
7.20p per Income share. This compares to the yield on the
FTSE All-Share Index of 3.7
-7.4%
NAV total return
(1)
Net asset value total return per Income share of -7.4
underperforming the total return of the FTSE All-Share Index of +0.4% by
-7.8% points.
-2.1%
Share price total return
(1)
Share price total return per Income share of -2.1
underperforming the total return of the FTSE All-Share Index of +0.4% by
-2.5% points.
+6.1%
CAGR
(1)
Long-term performance
Net asset value total return per Income share of +143.3% since launch
+6.1% compound per year. This has
outperformed the total return of the FTSE All-Share Index of +128.0%, the
5.6% compound per year.
(1)
Yield, total return and compound annual growth rate (‘CAGR’) – see Alternative Performance Measures on pages 99 to 102.
Investors are reminded that the value of investments and any income from them may go down as well as up and they may not
individual circumstances.
Income Shares – 2023 Highlights
Report and Accounts 2023 | 3
Overview
Income Shares – Performance Summary
Total Return
(1)
Year ended
31 May
2023
Year ended
31 May
2022
Net asset value per Income share %
Income share price %
FTSE All-Share Index %
Other Financial Highlights
Year ended
31 May
2023
Year ended
31 May
2022 Change
Net asset value per Income share – capital only p %
Income share price – capital only p %
FTSE All-Share Index – capital only %
Revenue return per share (including net income transfer from Growth shares) p %
Dividends per Income share p %
Dividend yield
(1)
%
+Premium/-discount
(1)
%
Ongoing charges
(1)
– excluding ongoing charges of underlying funds
%
%
Year’s Highs/Lows
Highs
2023
Lows
2023
Net asset value per Income share
134.3p 110.5p
Income share price
132.0p 114.5p
+Premium/-discount
(2)
+7.8% -3.0%
(1)
Total return, yield, +premium/-discount and ongoing charges – see Alternative Performance Measures on pages 99 to 102.
(2)
+Premium/-discount high – widest premium/narrowest discount in year. +Premium/-discount low – narrowest premium/widest discount in year.
Sources: Columbia Threadneedle Investments and Refinitiv Eikon.
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4 | CT Global Managed Portfolio Trust PLC
Overview
Growth Shares – 2023 Highlights
-5.8%
NAV total return
(1)
Net asset value total return per Growth share of -5.8
underperforming the total return of the FTSE All-Share Index of +0.4% by
-6.2% points.
-7.8%
Share price total return
(1)
Share price total return per Growth share of -7.8
underperforming the total return of the FTSE All-Share Index of +0.4% by
-8.2% points.
+5.8%
CAGR
(1)
Long-term growth
The net asset value per Growth share has increased by +134.8% since launch
+5.8% compound per year. This has
outperformed the total return of the FTSE All-Share Index of +128.0%, the
+5.6% compound per year.
(1)
Total return and compound annual growth rate (‘CAGR’) – see Alternative Performance Measures on pages 99 to 102.
Investors are reminded that the value of investments and any income from them may go down as well as up and they may
on individual circumstances.
Report and Accounts 2023 | 5
Overview
Growth Shares – Performance Summary
Total Return
(1)
Year ended
31 May
2023
Year ended
31 May
2022
Net asset value per Growth share %
Growth share price %
FTSE All-Share Index %
Other Financial Highlights
Year ended
31 May
2023
Year ended
31 May
2022 Change
Net asset value per Growth share – capital only p %
Growth share price – capital only p %
FTSE All-Share Index – capital only %
-Discount
(1)
%
Ongoing charges
(1)
– excluding ongoing charges of underlying funds
%
%
Year’s Highs/Lows
Highs
2023
Lows
2023
Net asset value per Growth share 250.7p 216.2p
Growth share price
249.0p 216.0p
+Premium/-discount
(2)
+4.6% -4.9%
(1)
Total return, -discount/+premium and ongoing charges – see Alternative Performance Measures on pages 99 to 102.
(2)
+Premium/-discount high – widest premium/narrowest discount in year. +Premium/-discount low – narrowest premium/widest discount in year.
Sources: Columbia Threadneedle Investments and Refinitiv Eikon
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6 | CT Global Managed Portfolio Trust PLC
Overview
Long-term Summary
Income Shares – Ten Year Dividend History for Financial Year to 31 May
1st Interim 2nd Interim 3rd Interim 4th Interim Special
Pence per Income share
0
1
2
3
4
5
6
7
8
2014 2015 2016 2017 2018 2019 20202021 2022 2023
NAV Total Return Performance
to 31 May 2023
NAV Total Return Compound Annual Growth Rate
to 31 May 2023
Share Price Total Return Performance
to 31 May 2023
Share Price Total Return Compound Annual Growth Rate
to 31 May 2023
Sources: Columbia Threadneedle Investments and Refinitiv Eikon
CT Global Managed Portfolio Trust - Income shares NAV total return
CT Global Managed Portfolio Trust - Growth shares NAV total return
Benchmark: FTSE All-Share Index total return
12%
10%
8%
6%
4%
2%
0%
3 Years 5 Years 10 Years From launch -
16 April 2008
5.6
3.4
10.2
2.3 2.2
2.9
4.8
6.3
5.3
6.1
5.8
5.6
CT Global Managed Portfolio Trust - Income shares NAV total return
CT Global Managed Portfolio Trust - Growth shares NAV total return
Benchmark: FTSE All-Share Index total return
10.4
17.6
33.9
11.8
15.2
84.4
59.1
67.5
134.8
143.3
128.0
0%
20%
40%
60%
80%
100%
120%
140%
160%
3 Years5 Years10 YearsFrom Launch -
16 April 2008
11.6
CT Global Managed Portfolio Trust - Income share price total return
CT Global Managed Portfolio Trust - Growth share price total return
Benchmark: FTSE All-Share Index total return
12%
10%
8%
6%
4%
2%
0%
3 Years 5 Years 10 Years From launch -
16 April 2008
4.1
5.8
5.8
3.5
5.2
4.1
8.4
10.1
8.1
6.7
6.5
6.0
CT Global Managed Portfolio Trust - Income share price total return
CT Global Managed Portfolio Trust - Growth share price total return
Benchmark: FTSE All-Share Index total return
6.1
20.0
33.9
13.2
15.2
82.9
65.4
67.5
125.0
145.5
128.0
0%
20%
40%
60%
80%
100%
120%
140%
160%
3 Years5 Years10 YearsFrom Launch -
16 April 2008
7.7
Report and Accounts 2023 | 7
Strategic Report
Performance
total return (capital performance plus the reinvestment of any
dividends paid) was -7.4% for the Income shares and -5.8% for
the Growth shares, both of which underperformed the +0.4%
total return for the FTSE All-Share Index, the benchmark index
for both share classes. Of relevance and for interest, the FTSE
Closed End Investment Companies Index total return was -4.4%
for the year.
was what happened to discounts of share prices to net asset
values of many underlying investments. The average discount
for the investment trust sector steadily widened from 8% at the
start of the year to 16% by the end. There is no one reason
that caused discounts to widen, however the overall economic
from monetary authorities to raise interest rates after more
than a decade of being at very low levels, was an important
factor. Performance is discussed more fully in the Investment
Manager’s Review, however most companies experienced
a fall in their share price over the year and this transmitted
uncertainty through to investors. Uncertainty created adverse
sentiment amongst investors who became very risk averse
share prices to net asset values across the investment
company universe.
For Income shareholders, I am pleased to report that dividends
have now been increased in each of the last twelve years. For
Growth shareholders seeking long term performance, while
note that their net asset value compound annual growth rates
to 31 May 2023 have been 6.3% over ten years and 5.8% from
launch on 16 April 2008, outperforming the compound annual
growth rates for the FTSE All-Share Index for the same periods.
Revenue and Dividends
dividends have now been paid, totalling 7.20p per Income
share, which represents an increase of 8.3% from the prior
This has been
achieved while adding £353,000 to the revenue reserve. The
fourth interim dividend was paid after the year-end on 7 July
2023.
This is the twelfth consecutive year of increase and the yield
on the Income shares was 6.0% on the year-end Income share
price, compared with 3.7% for the FTSE All-Share Index.
From an income perspective, the revenue return per Income
share of 7.96p (2022: 6.85p) illustrated continuing growth. It
has been a genuinely encouraging feature that many holdings,
especially in the Income Portfolio, increased dividends. The
both portfolios also enhanced revenue growth.
Strategic Report
32
David Warnock, Chairman
Chairman’s Statement
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8 | CT Global Managed Portfolio Trust PLC
Strategic Report
In the absence of unforeseen circumstances, it is the Board’s
current intention, in accordance with the Company’s stated
each of at least 1.80p per Income share so that the aggregate
7.20p per Income share.
After allowing for the payment of the fourth interim dividend,
CT Global Managed Portfolio Trust has a revenue reserve of
£2.5 million, approximately 70% of the current annual dividend
cost (at 7.20p per Income share). In addition, the £29.6
million distributable reserve (the 2022 special reserve, which
was created following the cancellation of the share premium
account) is attributable to the Income Portfolio. These reserves
can be drawn on to support the payment of dividends to
Income shareholders if and when considered appropriate by
the Board.
Performance Fee
Since the launch of the Company in 2008, in addition to an
annual investment management fee based on the total assets
of each Portfolio, if certain conditions were met a performance
fee had been payable to Columbia Threadneedle Investment
Business Limited (the ‘Manager’). The performance fee, in
total assets of the relevant Portfolio.
Over recent years, the use of performance fees, which are often
complicated and costly, has reduced across the investment
company sector. As was explained in my Chairman’s Statement
in the Interim Report to 30 November 2022, during the year,
the Board and the Manager discussed the appropriateness of
the performance fee and were pleased to agree its cessation
with effect from 29 September 2022. Both the Board and
Manager believe this to be in shareholders’ best interests
and reduces the level of fees incurred by the
Company in the future. The last performance fee generated and
payable to the Manager was in the year to 31 May 2021. There
was no change made to the annual investment management
fee which remains at 0.65% per annum of the total assets of
each Portfolio, subject to being reduced to 0.325% per annum
on any assets which are invested in other investment vehicles
managed by the Manager.
Borrowing
interest rate of 2.78% (which is fully drawn down in the Income
Portfolio) and a £5 million unsecured revolving credit facility
(‘RCF’), both with The Royal Bank of Scotland International
Limited, which are available until 10 February 2025. At the
year-end £2 million of the RCF had also been drawn down in
the Income Portfolio, resulting in total borrowings of £7 million
in the Income Portfolio (10.4% of its gross assets) and zero in
the Growth Portfolio.
The Board is responsible for the Company’s gearing strategy
and sets parameters within which the Investment Manager
operates. Borrowings are not normally expected to exceed 20%
of the total assets of the relevant Portfolio; in practice they
have been modest and primarily used to enhance income in the
Income Portfolio.
Management of Share Price Premium and Discount to NAV
In normal circumstances we aim to ensure the discount to NAV
at which our shares trade is no more than 5%. In practice over
the years the shares have generally traded close to NAV and,
traded at an average premium of 0.7% and the Growth shares
traded at an average discount of -0.4%.
We are active in issuing shares to meet demand and buying
year 1,665,000 new Income shares and 190,000 new Growth
shares were issued from the Company’s block listing facilities
at an average premium to their respective NAVs of 1.6% and
1.5%. In addition, and primarily in the second half of the
into
treasury at an average discount to NAV of 3.7%. No Income
shares were bought back.
The Board is seeking shareholders’ approval to renew the
powers to allot shares, buy back shares and sell shares
from treasury at the forthcoming Annual General Meeting
(‘AGM
the Company to issue up to 20% of its Income shares and
up to 20% of its Growth shares without rights of pre-emption
and in this respect there are two resolutions proposed. Each
resolution is for up to 10% and, therefore, for an aggregate of
up to 20% of each of the Income shares and Growth shares.
This approach allows any shareholder who may not wish to give
approval to an aggregate limit higher than that recommended
by corporate governance guidelines the ability to approve the
resolution separately for a further 10%. The Board believes
the ability to issue and buy back shares helps to reduce the
volatility in the premium or discount of the share prices to the
underlying NAVs and the 20% overall share allotment authority
and the 14.99% buy back authority with respect to both the
Income shares and Growth shares are therefore in the best
interests of all shareholders.
Share Conversion Facility
Shareholders have the opportunity to convert their Income
shares into Growth shares or their Growth shares into Income
shares annually subject to minimum and maximum conversion
thresholds which may be reduced or increased at the discretion
of the Board.
Report and Accounts 2023 | 9
Strategic Report
The ability to convert without incurring UK capital gains tax
should be an attractive facility for shareholders who wish to
do so, and the next conversion date (subject to minimum and
maximum thresholds) will be on 26 October 2023. Information
is provided on pages 95 to 96 and full details will be provided
on the Company’s website (ctglobalmanagedportfolio.co.uk)
from 7 August 2023.
Board Changes
Following the Annual General Meeting on 29 September 2022,
David Harris retired from the Board. David was the Senior
part of its succession plan, the Board was pleased to appoint
Shauna Bevan as a non-executive Director with effect from
9 June 2022.
Company Name
As reported in my statement in the Annual Report to 31 May
by Columbia Threadneedle Investments, part of Ameriprise
change the Company’s name to CT Global Managed Portfolio
Trust PLC with effect from 29 June 2022. There has, however,
been no change to the personnel running the activities
of your Company in terms of both fund management and
administration.
Change of Auditor
As was explained in my Chairman’s Statement in the Interim
Report to 30 November 2022, in view of increasing audit
fees, it was agreed to conduct a competitive audit tender
of the incumbent Auditor’s work or any issue other than cost.
Following this process, KPMG LLP resigned as the Company’s
Auditor, having served since its appointment in September
2017. The Board then appointed BDO LLP and it has now
Shareholders will be asked to approve its re-appointment at the
forthcoming AGM on 28 September 2023.
AGM
The Annual General Meeting is scheduled to be held on
28 September 2023 at Exchange House, Primrose Street, London,
EC2A 2NY at 11.30am. Peter Hewitt, the Investment Manager,
will as usual give a presentation and provide an overview of the
Voting on all resolutions at the AGM will be held on a poll,
the results of which will be announced and posted on the
Company’s website following the meeting. All shareholders are
therefore encouraged to make use of the proxy form or form of
direction provided, in order that they can lodge their votes.
advance, these can be raised with the Company Secretary
(MPTCoSec@columbiathreadneedle.com). Following the AGM,
the Investment Manager’s presentation will be available on the
Company’s website ctglobalmanagedportfolio.co.uk
Continuation Vote
At the Annual General Meeting, shareholders will be asked to
vote to approve an ordinary resolution to the effect that the
to put a resolution to shareholders at the 2023 AGM (being
Company’s Articles of Association.
The Board believes that the Company has proved a very
effective vehicle for shareholders to gain exposure to a wide
range of markets and sectors:
•
the Income shares and Growth shares has been +11.8%
and +11.6% respectively. Whilst positive, these returns are
behind the total return of +15.2% from the FTSE All-Share
Index, largely due to investment company share price
discounts widening since late 2021;
• the NAV total return of both the Income shares and Growth
shares has outperformed the FTSE All-Share Index since
launch on 16 April 2008;
• the NAV total return of both the Income shares and Growth
• excluding the one-off special dividend which was paid in
2018, the total annual dividend to Income shareholders
24.1% over the same period;
• the annual dividend on the Income shares has been
increased in each of the last twelve years. This dividend
represents an attractive yield of 6.0% based on the share
price at the year-end;
• since the Company’s launch, both the Income shares
and Growth shares have traded at close to NAV (average
premium of 0.4% and discount of 0.1% respectively);
• annually the Company offers the ability to switch between
the Growth shares and Income shares, and vice versa, in
needs; and
• the ongoing charges of running the Company, excluding
the costs of the underlying investments, have reduced
from 1.50% at launch to 1.17% for the Income shares
and 1.07% for the Growth shares for the year just ended,
and the Performance fee, which cost up to 0.35% of total
assets in some years, has been removed.
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10 | CT Global Managed Portfolio Trust PLC
Strategic Report
Accordingly, the Board strongly believes that it is in the best
interests of shareholders for the Company to continue and
encourages shareholders to vote in favour of the resolution, as
they intend to do in respect of their own shareholdings.
Outlook
As with last year, there is a heightened level of uncertainty
political upheavals in the UK and elsewhere and levels of
In order to combat the latter, interest rates have been raised
faster and higher, and look likely to remain higher for longer
than had been expected. The fear of recession is also a
headwind to progress in stock markets which, not surprisingly
measured by average share price discounts, to levels not seen
since the globalcrisis of 2008/2009.
Whilst the chances of a recession over the next year have
increased, valuations of UK companies in particular have
already gone some way to take account of this possibility. They
are at historically low levels both in absolute and relative terms
and on a longer-term perspective offer the patient investor the
prospect of attractive returns. As always, the Manager’s focus
with experienced managers in the belief that this will serve
shareholders’ interests best.
David Warnock
Chairman
31 July 2023
Report and Accounts 2023 | 11
Strategic Report
Purpose and Strategy
The purpose of the Company is to provide investors with
access to a broad spread of investment companies, covering
a variety of geographies, sectors and investment managers,
with the objective of providing both income and growth, while
spreading investment risk.
The Company has two classes of shares with two separate
investment Portfolios – the Income shares where the
investment focus is to provide an attractive level of income,
together with some capital growth, and the Growth shares,
where the investment focus is to achieve capital growth.
Business Model
CT Global Managed Portfolio Trust PLC is a listed closed-end
investment company and carries on business as an investment
trust. As an investment company with no employees, the
Directors believe that the best way of meeting their duty
to promote the success of the Company and achieving its
closely with its appointed Manager. The Board has contractually
delegated the management of the investment Portfolios, and
other services, to Columbia Threadneedle Investment Business
Limited (formerly called BMO Investment Business Limited,
which was part of BMO GAM (EMEA)) (the ‘Manager’) which
is ultimately owned by Columbia Threadneedle Investments,
the global investment management business of Ameriprise
Financial, Inc. (‘Ameriprise’), a company incorporated in
the United States. Within policies set and overseen by the
Directors, the Manager has been given overall responsibility
for the management of the Company's assets, gearing, stock
selection and risk management. Engagement on environmental,
social and governance (‘ESG’) matters is undertaken through a
global team within Columbia Threadneedle Investments.
As a listed closed-end investment company, the Company is
not constrained by asset sales to meet redemptions. The
longer term view and to remain invested while taking advantage
of volatile market conditions. Having the ability to borrow to
investment fund structures. These features combine to form a
resilient and adaptable business model.
The Company's Board of non-executive Directors is responsible
for the overall stewardship and governance of the Company
and how it promotes the success of the Company is set out
on pages 26 and 27. The Board’s biographical details can be
found on page 33. The Company has no executive Directors
or employees.
The Board remains responsible for decisions over corporate
strategy, corporate governance, risk and control assessment,
setting policies as detailed on pages 31 and 32, setting limits
on gearing and monitoring investment performance.
Alignment of Values and Culture
In addition to strong investment performance from our
Manager, we expect it to adhere to the very highest standards
of Responsible Investment, transparency, corporate governance
and business ethics and that its values and culture align
with our own. As an original signatory to the United Nations
Principles for Responsible Investment (‘UNPRI’), Columbia
Threadneedle Investments continues to perform well in the
2021 UNPRI assessment, and compared to our peers for
key areas of its Responsible Investment approach and active
ownership of the Manager was
Threadneedle Investments and the Board considered the
Manager’s culture and shared values as part of the annual
assessment of its performance and in determining whether
its re-appointment is in the interests of shareholders. With
Columbia Threadneedle Investments, and as part of Ameriprise,
the Manager can be expected to continue its long-established
culture of diversity, collaboration and inclusion, all of which
are anchored by shared values and industry-leading employee
engagement, in keeping with the Board’s own expectations
and beliefs.
In alignment with this culture and our shared values, we aim
to pursue our strategy and objective through the consistent
application of the very highest standards of transparency,
corporate governance and business ethics.
Responsible Investment Impact
Environmental, Social and Governance (‘ESG’) issues can
present both opportunities and threats to the long-term
investment performance the Company aims to deliver and its
approach, as set out on pages 24 and 25, is aligned towards
the delivery of sustainable investment performance over the
longer term.
The direct impact of the Company’s activities is minimal as it
has no employees, premises, physical assets or operations,
either as a producer or a provider of goods and services,
and it does not have customers in the traditional sense.
or other emissions or pollution. The Company's indirect impact
occurs through its investments and this is mitigated by the
Manager’s Responsible Investment approach as explained on
pages 24 and 25.
Purpose, Strategy and Business Model
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Strategic Report
The Manager
A summary of the investment management agreement is
also acts as the AIFM under the Alternative Investment Fund
Managers Directive (‘AIFMD’) and provides ancillary functions
such as administration, marketing, accounting and company
secretarial services to the Company.
Peter Hewitt acts as Investment Manager (the ‘Investment
Manager’) to the Company, on behalf of the Manager. Peter
has managed the Company’s assets (which were previously
held in the F&C investment trust managed portfolio service)
since 2002. He has over 40 years’ investment experience and
specialises in investment companies.
Manager Evaluation
Investment performance and responsible ownership are
fundamental to delivering the investment objective for
shareholders and therefore an important responsibility of the
independent non-executive Board of Directors is the robust
annual evaluation of the Manager. This evaluation is an
essential element of strong governance and mitigation of risk.
The process for the evaluation of our Manager’s performance
and its capabilities and resources for the period under review,
which was conducted by the Management Engagement
Committee, and the basis on which the reappointment decision
was made, is set out on page 45.
Investment Strategy and Policy
The Company’s investment policy is set out on page 31.
Any material change in the Company’s investment policy will
Our Approach
The investments of CT Global Managed Portfolio Trust PLC
are managed in two separate Portfolios, the Income Portfolio
and the Growth Portfolio, to which the Income shares and the
Growth shares are respectively entitled.
The Company invests principally in listed closed-end investment
investments. There is no restriction on the geographic regions
and sectors that may be held within the Income Portfolio or
Growth Portfolio and the Company invests in those deemed
most appropriate for the Portfolios and their objectives from
time to time. An analysis of the Income Portfolio and the Growth
Portfolio is contained in the Investment Manager’s Review and a
full list of their investments can be found on pages 20 to 23.
Investment risks are spread through holding a wide range
of investment companies that have underlying investment
exposures across a range of geographic regions, sectors and
investment managers. As at 31 May 2023, 39 investments were
held in the Income Portfolio and 44 in the Growth Portfolio.
Principal Risks and Uncertainties
Investment opportunities do not come without risks. The
Company’s principal risks and uncertainties that could threaten
its objective, strategy and performance, and how the Board
manages such risks, are set out in detail on pages 28 and 29.
The performance of the Manager is monitored and at each Board
meeting the Board receives a presentation from the Investment
Manager which includes a review of investment performance,
recent Portfolio activity, market outlook, revenue forecasts,
internal controls and marketing and regulatory updates. The
Board also considers compliance with the investment policy,
investment restrictions and borrowing covenants.
In addition, functions such as administration, marketing,
accounting and company secretarial are also carried out by the
Manager. The Directors also review these services, and those
provided by other suppliers, such as JPMorgan Europe Limited,
the Depositary, and JPMorgan Chase Bank, the Custodian, in
their duties of safeguarding the Company's assets.
Review of Performance and Outlook
The key policies applied in running the Company are set out on
pages 31 and 32 and the Company’s performance in meeting
its objectives is measured against key performance indicators
(‘KPIs’) as set out on page 13.
The Chairman’s Statement on pages 7 to 10 and Investment
Manager’s Review on pages 14 to 19, both of which form part
of this Strategic Report, provide a review of the Company’s
returns, the investment Portfolios and market conditions during
the year and the outlook for the coming year.
Stakeholder Communication and Marketing
The Company fosters good working relationships with its key
stakeholders, such as the Manager, shareholders, bankers and
other key service providers. The Board works closely with the
Manager to ensure optimal delivery of the Company’s investment
proposition through all available channels and, together, we remain
focused on promoting the success of the Company. The Manager
offers a range of savings plans for retail investors which are a
which can be found in the ‘How to Invest’ section on page 97.
The Board has also established a Marketing Committee to aid in
promoting the Company and its report is set out on page 50.
The Company welcomes the views of all shareholders and places
great importance on communication with them. In addition to the
annual and interim reports that are available for shareholders,
monthly fact sheets and additional information is included on the
Company's website at ctglobalmanagedportfolio.co.uk.
Whenever the Manager holds meetings with the Company’s
shareholders, these are reported on to the Board. The
Chairman and other Directors are available to meet
regularly with current and prospective shareholders and
analysts covering the investment company sector.
The Annual General Meeting of the Company provides a forum,
both formal and informal, for shareholders to meet and discuss
issues with the Directors and Manager of the Company.
Through the Manager, we also make sure the savings plan
investors are encouraged to vote at the AGM in addition to
those who hold their shares on the main shareholder register.
Details of the proxy voting results on each resolution are
published on the Company‘s website.
Report and Accounts 2023 | 13
Strategic Report
Total Return
(1)
Performance to 31 May 2023
1 Year % 3 Years % 5 Years % 10 Years %
Income shares NAV total return
This measures the share class NAV and share
price total returns (which assume dividends paid
by the Company have been reinvested) relative to
Growth shares NAV total return
Income share price total return
Growth share price total return
Benchmark total return
(2)
Dividend Level of the Income Shares
Financial year to 31 May 2023 2022 2021
Annual dividend p
This shows the dividend yield of the Income shares
(based on the annual dividend) at the year-end relative
Dividend yield
(1)
%
Yield on FTSE All-Share index %
Average +Premium/-Discount to NAV
Income
shares
%
Growth
shares
%
2023
This is the average difference between the share price
2022
2021
Ongoing Charges
(1)
(as a percentage of the average net asset value)
As at 31 May
Income
shares
(3)
%
Income
shares
(4)
%
Growth
shares
(3)
%
Growth
shares
(4)
%
2023
This data shows whether the Company is being
2022
2021
Ongoing charges including the ongoing charges of underlying funds have not been included above as these are not controlled directly by the Board and are not a running
cost of the Company.
(1)
See Alternative Performance Measures on pages 99 to 102
(2)
Benchmark: FTSE All-Share Index
(3)
Excluding performance fee (which was removed in September 2022 but incurred in the year ended 31 May 2021) and ongoing charges of underlying funds
(4)
Including performance fee (which was removed in September 2022 but incurred in the year ended 31 May 2021) but excluding ongoing charges of underlying funds
Sources: Columbia Threadneedle Investments and Refinitiv Eikon
The Board recognises that longer-term share price performance and for Income shareholders an
for consistent achievement of relative outperformance and to add value for shareholders through
period under review
Key Performance Indicators
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Stock Market Background
The past twelve months have been a period of considerable
, which had begun to rise
, proved
anything but “transitory” and has continued to rise for much
longer than had been anticipated, peaking in the UK at over
11% last autumn. Only recently has it begun to start trending
lower. In response, central banks everywhere increased interest
rates. In the case of the UK, the Bank of England raised rates
from 1% at the start of the period under review to 4.5% by the
end. This has meant a 350% rise in the absolute cost of money
on asset prices generally, and on discounts across the
investment company sector.
fear of recession with investors concerned with what that could
, despite sharp rises in interest rates,
economies, even that of the UK, did not slump into recession.
Key factors behind this were buoyant consumer demand
coupled with extremely tight labour markets throughout most
developed economies, which meant unemployment remained at
very low levels. The ongoing war in Ukraine, political turmoil in
the UK and the all-embracing cost of living crisis which affected
both the corporate sector and the wider population kept
investor sentiment very adverse and raised investor uncertainty
to high levels.
This was
which limited positive returns to modest levels.
Total Return by Region for Year to 31 May 2023
(sterling adjusted)
MSCI Emerging Markets (-6.5%)
FTSE Pacific ex Japan (-4.3%)
FTSE All-Share (+0.4%)
FTSE World ex UK (+4.0%)
S&P 500 (US) (+4.7%)
FTSE Japan (+6.8%)
FTSE Europe ex UK (+8.5%)
-8 -6 -4 -2 0246810
Source: Columbia Threadneedle Investments
The table above highlights that the UK market reverted once
again to its role as one of the lower performers in the league
long-term relative underperformer has been the Japanese stock
market; however, over the past year, it appears as one of the
better relative performers. In local currency terms, performance
was even stronger, however the Yen (which for many years had
been a strong currency) weakened, declining by 7% against
Sterling (one of the traditionally weaker currencies).
Investment Manager’s Review
Peter Hewitt, Investment Manager
Report and Accounts 2023 | 15
Strategic Report
Currency Movements Against Sterling in Year to 31 May 2023
(US$, Euro and Yen)
115%
110%
105%
100%
90%
31-May-22
31-Aug-22
30-Nov-22
28-Feb-23
31-May-23
Euro
US Dollar
Currency strengthening
against sterling
Currency weakening
against sterling
Japanese Yen
95%
Source: Columbia Threadneedle Investments
The table below highlights the performance trends within the
of the trends that became evident during the second half of
the Company’s previous
of the trends within the market that had existed since the
Brexit referendum. Leadership within the UK stock market has
come from the very biggest companies which are in the FTSE
100 Index. This trend has been mirrored with other developed
economy stock markets in the US and Europe.
Total Returns for Year to 31 May 2023
FTSE 100 Index
+1.7%
FTSE 250 Index
-5.4%
FTSE Small Cap (ex Investment Companies) Index
-8.7%
FTSE Closed End Investment Companies Index
-4.4%
The FTSE 100 Index comprises 84% of the FTSE All-Share Index
by market value and has heavy weightings in sectors like oils,
banks, pharmaceuticals, utilities and consumer staples. With
the possible exception of pharmaceuticals, these are viewed as
mature “old economy” sectors with low growth characteristics.
However, during times of acute uncertainty, investors can
exhibit a preference for larger companies which are perceived
as less volatile, safer and better placed to survive an adverse
longer perspective, it is these very sectors which dominate the
UK stock market that have been a key element behind the long-
Performance
For the year to 31 May 2023 the FTSE All-Share Index managed
a marginal 0.4% rise (in total return terms). Over the same
period the net asset value (‘NAV’) of the Growth shares
declined by 5.8% whilst that of the Income shares experienced
a 7.4% fall (again both in total return terms).
There are three key factors which help to explain this
performance.
rst and perhaps the most important factor, which has
caused the investment company sector (along with both the
Growth Portfolio and Income Portfolio) to lag the benchmark
has been what has happened to discounts. The principal way
share prices of investment companies are valued by the stock
market is by reference as to whether the share price trades at
a discount or premium to the underlying net asset value of the
Investment Company – Average Sector Discount for Year to
31 May 2023
Sector average discount (excluding alternatives) (%)
% Discount
May-22
Aug-22
Nov-22
Feb-23
May-23
-5
-6
-7
-8
-9
-10
-11
-12
-13
-14
-15
-16
-17
-18
-19
-20
Source: Winterflood Securities
The chart above highlights the steady widening of the average
sector discount over the past year from 8% to 16% as at
few investment companies maintaining a consistently tight
rating, the vast majority of investment companies across a
wide variety of sectors experienced a widening of their share
price discounts in relation to net asset values. Whilst there
is no single element that caused this, one that has played
investment environment which has translated through to very
adverse sentiment amongst retail investors who are a key
audience for investment companies.
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To help put in perspective the magnitude of the movement in
the average sector discount, the chart below illustrates what
has happened over the past ten years. Aside from a very brief
period at the start of the COVID lockdown in March 2020, the
average sector discount is now at its widest for a decade.
Investment Company – Average Sector Discount for 10 Years to
31 May 2023
-25
-20
-15
-10
-5
0
5
May 13
May 15
May 17
May 19
May 21
May 23
% Discount
Second, the sharp rise in interest rates over the past year has
severely affected the valuations of many investment companies
in the wider alternatives sector. The term “alternatives” refers
to investment companies in infrastructure, renewables, property,
as royalty income. The common theme is that their assets are
valued by reference to a discount rate which is applied to the
rates used which often led to a corresponding reduction in
asset value. Some investment companies in these areas were
trading at premiums (e.g. renewables) but have since moved
discounts of 40%-50% are now not uncommon. Given that there
has been a great deal of issuance in these sectors over the past
decade, the wider alternatives sector accounts for nearly half of
the total assets of the investment company sector. The Income
Portfolio has a number of these companies where dividends
form a large part of their total return. Whilst the dividends have
generally continued to be paid, and in certain cases increased,
asset values and share prices have fallen, which is a key reason
why the Income Portfolio has underperformed over the past year.
The third factor which has worked against performance for
active fund managers is best illustrated by the earlier table
of the performance of various UK Indices split by size over
the past year. When the largest companies outperform, it is
diversity will not wish to have too concentrated a portfolio
dominated by holdings in a few very large companies. Typically,
they tend to prefer medium and smaller sized companies which
grow faster and tend to outperform over the longer term. As
explained earlier, this has not been the case over the past year.
Similar trends have been evident in European and US stock
focused investment
companies lagging benchmarks over the past year.
As is explained in the Chairman’s Statement, at the
forthcoming AGM, shareholders will be asked to approve
an ordinary resolution that the Company continues as an
continuation vote, the NAV total return of both the Growth
shares and Income shares are behind the benchmark.
This is entirely the result of the magnitude of the reversal
in performance, due to reasons outlined earlier, which has
occurred over the past eighteen months. However, since the
Company’s launch (in April 2008) to 31 May 2023, the NAV
total return of both the Income shares and Growth shares are
ahead of the FTSE All-Share Index, the benchmark index, and
Growth Portfolio – Leaders and Laggards
Starting with the underperformers, an interesting theme is that
none of the laggards is a conventional investment company
The Schiehallion Fund C shares
declined by 45% over the past twelve months. Managed
by Baillie Gifford, it invests in late-stage private companies
principally in the technology sector. Whilst underlying revenue
growth across its portfolio is in excess of 50% most of its
key holdings (Space X, ByteDance, Wise and Stripe) are not
and higher discount rates, have had their valuations severely
marked down. At the same time, the share price has moved
from a premium to a discount of over 40% to the net asset
the holdings so valuations are not historic but current. Despite
the performance of the shares the underlying portfolio retains
very exciting prospects for growth. Schroders Capital Global
Innovation Trust experienced a 38% fall in its share price. At
0.3% of net assets, it is one of the smallest holdings in the
Growth Portfolio and trades at a near 50% discount to net
,
such as the largest holding Oxford Nanopore. However,
evidence of progress in the trust’s net asset value is needed
before the wide discount will narrow. Against an adverse
background for UK and European listed property companies
TR Property Investment Trust had a 29% decline in its share
Report and Accounts 2023 | 17
Strategic Report
price. As has been mentioned earlier, valuations moved lower
as the effect of rising interest rates fed through to yields
on property assets. Share prices of property companies
value. There are early signs, however, that valuations are
stabilising, particularly where rental growth is still evident. TR
Property Investment Trust has a strong long-term record of
growth in both its net asset value and dividends and remains
a core holding. Hipgnosis Songs Fund (‘Hipgnosis’) owns song
catalogues which generate royalty income from a variety of
sources but principally from streaming services, the growth of
catalogue of over 65,000 song copyrights from artists and song
writers. Whilst the net asset value has grown rapidly, the share
price has declined by 25% as the market is uncertain whether
wider changes in the investment environment. Hipgnosis had
used gearing for this purpose. Gearing has risen and will not be
ways of corroborating the value of its song portfolio which they
believe will underscore the reported asset value. At a discount
of over 45% the share price offers attractive value. RIT Capital
Partners has been a long-term holding; however, it had a
disappointing year with a share price decline of 23%. Over the
past decade the trust has built a strong long term performance
materially less than the market in down phases. Last year, in
caused the share price to decline and the discount to widen
out to 22%. At the widest discount the shares have traded at
for many years, the trust offers outstanding long-term value.
company Oakley Capital Investments (‘Oakley’) whose share
price gained 22% over the year. Oakley’s focus is European
companies in the education, technology and consumer
sectors. Most of their investments are in founder-led smaller
or medium-sized companies so competition for deals from
strong growth over the year with prospects that this will
continue for the current year. Despite the good performance the
shares trade on a discount of over 30%. Perhaps surprisingly,
after a challenging calendar 2022 for the technology sector,
Polar Capital Technology Trust and Allianz Technology Trust
achieved share price gains of 14% and 11% respectively. All
year and were driven by the mega tech holdings in both of
their portfolios. These are the companies which are likely to
applications which will become a major source of future growth.
It should be noted that technology companies which are not
revenues are still out of favour, both in the listed and unlisted
existing very large companies which have substantial amounts
of cash on their balance sheets and the resources to take
advantage of new opportunities. Finsbury Growth & Income
Trust
a share price gain of 13% which also marked a welcome
is focused on UK companies with consistent earnings growth.
There is exposure to global consumer brands through Diageo,
Unilever and Burberry and also to data analytics and platform
services through RELX, London Stock Exchange and Sage.
of the portfolio, along with inherent growth prospects, have
been rewarded with a strong recovery over the past year. Finally,
a better performance from European stock markets provided
a tail wind for Henderson European Focus Trust to record an
11% share price return. Its portfolio is balanced between
the pharmaceutical and luxury goods sectors where Europe has
a strong roster of leading companies.
Income Portfolio – Leaders and Laggards
Turning to the laggards in the Income Portfolio. The shares
in Digital 9 Infrastructure produced a return of -42.3% which
was not due to the net asset value declining, but rather
a wide share price discount of 45% opening up. Digital 9
for terrestrial television and radio broadcasting in the UK
and Ireland’s largest wireless internet provider. However, the
jewels in the crown are data centres mainly in Iceland and
Finland which are powered by renewables. These data centres
for them. When its shares initially moved to a small discount,
and the market began to be concerned over levels of gearing
that would be needed to fund future growth. Management are
evolving a plan to complete the strategy and, if successful,
there is considerable upside. LXI REIT came into the portfolio
Secure Income REIT in
June 2022. However, the problems that have affected many
companies in the property sector were manifest here. The
net asset value fell 15% as property yields moved upwards
reducing the asset value. In tandem, the shares moved to a
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wide discount, currently around 30%. A positive indication of
the company forecast an increase for next year, also of 5%,
which gives a prospective dividend yield of 6.5%. Hipgnosis
Songs Fund, which returned -25%, was covered in the Growth
Portfolio section. Encouragingly, from an income perspective
the fund has continued to pay the dividend which gives an
Swiss-
specialists. HBM Healthcare Investments fell by 18% whilst
BB Biotech was down by 17% over the year. Both investment
companies have good long-term records. However, both
suffered as the biotech sector in general fell out of favour in
out of capital, albeit in both cases they were reduced. However,
they remain well managed with considerable investment
resource underpinning them and by paying a dividend, enable a
fund with an income element to the objective to gain exposure
to a potentially exciting sector with considerable growth
prospects.
The leading positive performer was Biopharma Credit with a
total return of 10%. The trust is a specialist lender to medium-
sized pharmaceutical companies where they often need
programmes. The funds are lent against royalties from existing
pharmaceutical products that are already in the market
generating revenues. In addition, should the company they
what happened last year with Biopharma paying its regular
7% dividend yield and then a sizeable special dividend to
to which it had made a loan. Scottish American Investment
Company also returned 10% over the year. The trust is in the
-
term performance record both in capital and income. Most
of
compounding earnings records, strong competitive positions
and proven management. Around 15% is invested in property
and bonds and, although it has a relatively low dividend yield
of 2.7%, the dividend grew at a healthy 9% last year. Scottish
American Investment Company should be viewed as a core
position. CC Japan Income & Growth Trust, which is managed
9% return last year. One aspect of much improved corporate
governance in Japan is the increasing importance of dividends
in shareholder returns. Over half of listed companies in the
TOPIX Index have net cash, yet, Japanese companies have the
lowest pay-out ratio of all developed stock markets. CC Japan
Income & Growth Trust’s portfolio is well balanced across a
range of sectors and is constructed to capture both strong
dividend and capital growth. JPMorgan Global Growth & Income
return over the past year. The trust has built a good long-term
performance record and in the past year, Scottish Investment
Trust has been successfully merged into it. The management
team effectively utilises the JPMorgan team of analysts
located around the globe for their best ideas, which are then
incorporated into the portfolio. The trust has become a core
holding for the Income Portfolio. NB Private Equity Partners
was in the list of better performers last year and has managed
to retain that position this year with a return of 7%. The trust
is managed in the US and that is where the majority of the
portfolio is invested. The investment strategy is to focus on
sheet is cautiously managed with gearing of only 6%. Despite
this strong performance the shares are on a discount of
around 30%.
(all share prices are total return)
Investment Strategy and Prospects
Writing in last year’s Annual Report it was thought then that
developed economies would likely be in recession by the
middle of 2023. This has not proven to be the case and even
the UK economy has managed to retain a positive momentum.
signs it is beginning to come down in the US. However,
although the fall back in energy prices has, from double-digit
sticky. Whilst for the Federal Reserve in
may be close to a peak, it appears that may not be the case in
the UK, Eurozone and other developed economies. The higher
for longer scenario raises the chances that a recession could
occur, later this year or in 2024.
, although
the uncertainty created by the fear of recession will be a key
In terms of strategy, the steady increase in exposure to
investment companies focused
continuing theme for both portfolios over the course of the year.
The UK market has been unloved and has in relative terms
referendum in 2016, such that it is the only major stock market
that is valued below its long-term average. As an illustration,
Report and Accounts 2023 | 19
Strategic Report
the current estimated forward (next 12 months) price/earnings
ratio is around 10.5x against a long-term average of 14x. All
valued at premiums to their long-term average. This is not
simply due to a few lowly rated mega cap companies at the
top end of the FTSE 100 Index (e.g. oils, banks and tobaccos)
but also to the FTSE 250 Index where a majority of the genuine
growth companies in the UK are listed. This segment of the
growth prospects of many of the underlying companies are
unchanged. Amongst smaller listed companies in the UK, the
de-rating has been particularly severe. That UK offers
very attractive value is no guide to whether it will outperform
in the near term; however, it is a good indicator that over the
medium to long term excellent returns can be achieved from
these very modest valuation levels.
Both Portfolios have sought to increase exposure in this area.
in Aberforth Smaller Companies Trust (on a 13% discount to
NAV) and added to existing positions in Henderson Smaller
Companies Investment Trust, Lowland Investment Company,
Henderson Opportunities Trust
position in Finsbury Growth & Income Trust. The Growth
Portfolio also has substantial holdings in Fidelity Special
Values, Law Debenture Corporation and Aurora Investment
Trust
Similarly, the Income Portfolio has also increased exposure to
investment companies focused
offer an attractive dividend yield. In this case all are additions
to existing holdings. Examples are The Merchants Trust,
Mercantile Investment Trust, Lowland Investment Company,
Murray Income Trust, Henderson High Income Trust and Invesco
Perpetual UK Smaller Companies Investment Trust.
Portfolio reduced exposure to a series of investment
companies which were invested in companies offering secular
growth prospects, particularly in the technology, biotechnology,
healthcare and digital platform sectors. It is important to note
that holdings in these type of investment companies have
been maintained at lower weightings in the portfolio. The
reason for this is that,
and higher interest rates creates a headwind in terms of
recent performance, over the long-term it is from investment
companies with these secular growth characteristics that
returns many times the original investment can be achieved.
Examples of holdings with these characteristics are: Polar
Capital Technology Trust, Allianz Technology Trust, Monks
Investment Trust, Biotech Growth Trust, Scottish Mortgage
Investment Trust, Edinburgh Worldwide Investment Trust, Impax
Environmental Markets and Worldwide Healthcare Trust.
A positive feature over the last year for the Income Portfolio
has been the revenue performance from the underlying
(e.g. Murray
International Trust, JPMorgan Global Growth & Income, Scottish
American Investment Company and Henderson International
Income Trust) have come through with solid dividends, whilst
(e.g. The Merchants Trust, City of
London Investment Trust, Lowland Investment Company and
Murray Income Trust), all of which managed to edge ahead
their dividends through the pandemic, have continued to grow
them over the past year. The largest holding Law Debenture
Corporation increased its dividend by over 5%.
has been stronger than anticipated and this fed through to
more resilient than had been estimated. Looking ahead,
everywhere, but especially in the UK, has proved much more
sticky. In the biggest economy, the US, interest rates may be
within one or two more rises of being at a peak. However,
in the UK and Europe, Central Banks have more work to do
and interest rates have further to rise. The big uncertainty is
whether this reduces demand enough to lead to recession and
if so the likely depth and duration of any slowdown. This has
led to extreme caution amongst investors.
Against this background, the UK stock market has once again
underperformed and whilst this may continue in the near-
pessimistic of outcomes and are substantially below long-term
likely be tested. However,
both P-focused
investment companies, particularly those with exposure to
medium and smaller companies. The other key theme is
remaining invested in secular growth investment companies
exposed to the technology, biotechnology, healthcare and digital
platform sectors. Taking a longer view, it is from these type of
investment companies that strong performance will most likely
be achieved. Meantime, it is important to exercise caution
in terms of investment strategy and only holding the highest
experienced, proven management.
Peter Hewitt
Investment Manager
Columbia Threadneedle Investment Business Limited
31 July 2023
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At 31 May 2023
Investment Sector
Valuation
£’000
% of net assets
of Income
Portfolio
Law Debenture Corporation
Murray International Trust
JPMorgan Global Growth & Income
Scottish American Investment Company
The Merchants Trust
Henderson International Income Trust
3i Infrastructure Infrastructure
City of London Investment Trust
Mercantile Investment Trust UK All Companies
Ten largest investments 23,165 39.4
Invesco Perpetual UK Smaller Companies Investment Trust UK Smaller Companies
Bellevue Healthcare Trust Biotechnology & Healthcare
CC Japan Income & Growth Trust Japan
HBM Healthcare Investments Biotechnology & Healthcare
Greencoat UK Wind Renewable Energy Infrastructure
Schroder Oriental Income Fund
Lowland Investment Company
Murray Income Trust
The Bankers Investment Trust Global
Temple Bar Investment Trust
Twenty largest investments 40,890 69.6
Apax Global Alpha
Invesco Bond Income Plus Debt – Loans & Bonds
Impact Healthcare REIT Property – UK Healthcare
Henderson High Income Trust
CQS New City High Yield Fund Debt – Loans & Bonds
JPMorgan European Growth and Income Europe
The Renewables Infrastructure Group Renewable Energy Infrastructure
Biopharma Credit Debt – Direct Lending
Hipgnosis Songs Fund Royalties
Henderson Far East Income
Thirty largest investments 55,142 93.9
Income Shares –
Investment Portfolio
Report and Accounts 2023 | 21
Strategic Report
At 31 May 2023
Investment Sector
Valuation
£’000
% of net assets
of Income
Portfolio
JPMorgan Global Emerging Markets Income Trust Global Emerging Markets
Civitas Social Housing REIT Property – UK Residential
Diverse Income Trust
BB Biotech Biotechnology & Healthcare
abrdn Asian Income Fund
Downing Renewables & Infrastructure Trust Renewable Energy Infrastructure 945
Digital 9 Infrastructure Infrastructure 930
European Assets Trust
†
European Smaller Companies 882
LXI REIT Property – UK Commercial 554
Total investments 64,183 109.3
Net current assets (excluding borrowing) 1,550 2.6
Borrowing (7,000) (11.9)
Net assets 58,733 100.0
†
Investment managed by the Manager, Columbia Threadneedle Investments
Analysis of the Investment Areas of the Income Portfolio’s Investments
on a ‘Look-through’ Basis
United Kingdom 40%
North America 20%
Europe – ex UK 15%
Far East & Pacific – ex Japan 12%
Japan 4%
Other 3%
Fixed Interest 3%
Cash 2%
China 1%
Note: This analysis is gross of any gearing in the underlying investee companies. Source: AIC (underlying data at 31 May 2023)
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At 31 May 2023
Investment Sector
Valuation
£’000
% of net assets
of Growth
Portfolio
HgCapital Trust
Finsbury Growth & Income Trust
Fidelity Special Values UK All Companies
Law Debenture Corporation
Worldwide Healthcare Trust Biotechnology & Healthcare
Oakley Capital Investments
BH Macro Hedge Funds
Ruffer Investment Company Flexible Investment
Personal Assets Trust Flexible Investment
Polar Capital Technology Trust Technology & Technology Innovation
Ten largest investments 28,319 32.4
Aurora Investment Trust UK All Companies
Capital Gearing Trust Flexible Investment
Monks Investment Trust Global
ICG Enterprise Trust
JPMorgan American Investment Trust North America
Aberforth Smaller Companies Trust UK Smaller Companies
Allianz Technology Trust Technology & Technology Innovation
Henderson Smaller Companies Investment Trust UK Smaller Companies
AVI Global Trust Global
Lowland Investment Company
Twenty largest investments 49,987 57.1
Herald Investment Trust Global Smaller Companies
RIT Capital Partners Flexible Investment
Impax Environmental Markets Environmental
Henderson Opportunities Trust UK All Companies
European Opportunities Trust Europe
Mid Wynd International Investment Trust Global
Schroder Asian Total Return Investment Company
TR Property Investment Trust
†
Property Securities
Artemis Alpha Trust UK All Companies
Baillie Gifford Japan Trust Japan
Thirty largest investments 67,278 76.9
Growth Shares –
Investment Portfolio
Report and Accounts 2023 | 23
Strategic Report
At 31 May 2023
Investment Sector
Valuation
£’000
% of net assets
of Growth
Portfolio
Henderson European Focus Trust Europe
Diverse Income Trust
Urban Logistics REIT Property – UK Logistics
Syncona Biotechnology & Healthcare
Scottish Mortgage Investment Trust Global
Baillie Gifford European Growth Trust Europe
Baillie Gifford UK Growth Fund UK All Companies
Mobius Investment Trust Global Emerging Markets
Biotech Growth Trust Biotechnology & Healthcare
Hipgnosis Songs Fund Royalties
Forty largest investments 80,286 91.7
Edinburgh Worldwide Investment Trust Global Smaller Companies
The Schiehallion Fund Growth Capital 542
Schroders Capital Global Innovation Trust Growth Capital 276
Literacy Capital 244
Total investments 82,360 94.1
Net current assets 5,160 5.9
Net assets 87,520 100.0
†
Investment managed by the Manager, Columbia Threadneedle Investments
Analysis of the Investment Areas of the Growth Portfolio’s Investments
on a ‘Look-through’ Basis
United Kingdom 36%
North America 22%
Europe – ex UK 15%
Cash 8%
Other 8%
Far East & Pacific – ex Japan 5%
Japan 3%
Fixed Interest 2%
China 1%
Note: This analysis is gross of any gearing in the underlying investee companies. Source: AIC (underlying data at 31 May 2023)
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24 | CT Global Managed Portfolio Trust PLC
Our Approach
Environmental, Social and Governance (‘ESG’) issues are the
three central factors in measuring sustainability and can present
both opportunities and threats to the long-term investment
performance the Company aims to deliver to shareholders.
We believe in the power of engaged, long-term ownership as
a force for positive change. We have a Manager that applies
high standards of Responsible Investment in managing the
Company’s investments on behalf of our shareholders.
The Board and Manager are therefore committed to taking a
responsible approach to ESG matters, for which there are two
strands. Firstly, there are the Company’s own responsibilities
on matters such as governance and, secondly, the impact it
has through the investments that are made on its behalf by its
Manager.
The Company’s compliance with the AIC Code of Corporate
Governance is detailed in the Corporate Governance Statement
on pages 41 to 43. In addition, the Policy Summary statement on
pages 31 and 32 includes the Company’s policies towards Board
diversity and tenure, integrity and business ethics
sanctions and prevention of the facilitation of tax evasion.
The Board recognises that the most material way in which the
Company can have an impact is through responsible ownership
of its investments. However, it is mindful that as a company
which invests in other investment companies, the Company
has a limited abence over the underlying
investments held in those entities. The Manager engages with
the management of investee companies to encourage that
high standards of ESG practice are adopted. The Manager
has long been at the forefront of the investment industry in
its consideration of these issues and has one of the longest
established and largest teams focused solely on ESG. The
Manager is a signatory of the UK Stewardship Code and
its statement of compliance can be found on its website at
columbiathreadneedle.com
It has also been a year of advancement with the integration of
BMO GAM (EMEA), (which included the Company’s Manager)
with Columbia Threadneedle Investments. This has enabled
the Manager to combine complementary strengths to create a
Responsible Investment capability based on creating value through
research intensity and driving real-world change through active
ownership to contribute to sustainable long-term value creation.
Responsible Ownership
to reduce risk, improve performance, encourage best practice
and underpin long-term investor value forms a fundamental part
of the Manager’s approach towards Responsible Investment.
excluding investment opportunities is also part of this approach.
The Manager’s active ownership activities are supported by
a breadth of policies on corporate governance, proxy voting,
interest. These documents support and inform the Manager’s
engagement and voting activities on behalf of its clients and
are available on its website.
The Manager’s Corporate Governance Guidelines set out its
expectations of the management of investee companies in terms
responsibility for reviewing internal business ethics policies and
ensuring that there is an effective mechanism for the internal
reporting of wrongdoing, whether within the investee company
itself or involving other parties, such as suppliers, customers,
contractors or business partners.
The Manager is also a signatory to the United Nations
Principles for Responsible Investment (‘UNPRI’) under which
signatories contribute to the development of a more sustainable
incorporate ESG factors into its investment processes.
ESG and the Investment Process
The Investment Manager is able to work with the Manager’s
Responsible Investment team to ensure that those performing the
work on individual investment opportunities for the Company are
well informed in what to look for in relation to the ESG aspects of
their analysis. Specialism within the Responsible Investment team
allows the Investment Manager to talk to those who understand
the key ESG issues relating to a particular sector. The Responsible
Investment team has over the last year hosted many internal
seminars and workshops for the investment teams, covering new
developments across a wide range of topics to ensure that the
portfolio managers are aware of the key issues. ESG analysis
is therefore an important part of the Manager’s assessment of
companies and overall risk assessment.
As stewards of more than £155
Sustainability and ESG
Report and Accounts 2023 | 25
Strategic Report
As part of this ESG commitment, where appropriate, the Manager
engages with the boards or fund managers of the investment
companies held in the Income Portfolio and Growth Portfolio. An
example of company engagement during the year was HgCapital
Trust (which is held in the Growth Portfolio) as summarised below.
During the year under review, the Manager also conducted an
ESG survey of the investment companies or their managers (as
appropriate) held in each Portfolio. Matters such as whether
the investment manager was a signatory to the Principles for
Responsible Investment (‘PRI’), membership of responsible
investment bodies and initiatives, what ESG or Diversity and
Inclusion policies are in place, whether the investment company
has any sustainability related objectives, ESG reporting by the
manager or investment company, how ESG considerations are
incorporated into investment management processes, ESG
ambition has been made, were considered. This will allow an
evaluation of their strategies and progress on ESG policies and
reporting and to initiate and progress discussions with investee
companies and their managers.
Key Results of 2023 ESG Survey
Income Portfolio Growth Portfolio
88% 82%
(by value) of investment companies responded
94% 83%
(by number) of respondents are signatories to the Principles for
Responsible Investment (‘PRI’)
56% 58%
(by number) of respondents have made a commitment to a
Climate Change
opportunities for CT Global Managed Portfolio Trust. We expect
the managers of the investment companies in the Portfolios to
be proactive in integrating climate change into their investment
and stewardship processes. It is important to consider not only
the potential investment downsides, but also the opportunities
that the energy transition will bring, such as the Income
Portfolio’s investment in The Renewables Infrastructure Group
which gives focused exposure to climate change solutions.
Unlike other premium listed trading companies, as an investment
recommendations of the Task Force on Climate-related Financial
Disclosures. However, in 2020, your Company’s Manager became
and set out its ambition to achieve net zero emissions across all
assets under management by 2050. During 2021, the Manager
and bonds, that emphasises the importance of stewardship in
implementing its goals.
Voting on Portfolio Investments
As noted previously, the Manager’s Corporate Governance
Guidelines set out expectations of the boards of investee
companies in terms of good corporate governance. The Board
expects to be informed by the Manager of any sensitive voting
issues involving the Company’s investments. In the absence of
explicit instructions from the Board, the Manager is empowered
to exercise discretion in the use of the Company’s voting rights
and reports to the Board on its voting record. The Manager
will vote on all investee company resolutions. During the
year, the Manager voted at 90 meetings of investee
companies held by the Company. The Manager did not support
management’s recommendations on at least one resolution at
approximately 13% of all meetings. With respect to all items
voted, the Manager supported over 98% of all management
resolutions. Over half of the votes against management were
director-related
independent oversight and directors considered to be non-
independent sitting on key board committees were the most
common reasons for not supporting an individual’s re-election.
Engagement Case Study
HgCapital Trust
A call was held with the Senior Independent Director in response to a vote against management letter sent to the company at the
end of 2022. The issue related to the independence of a long-tenured Board member. The Company explained that it was always
mindful of the independence of Directors on the board and that, as an investment company
the Directors on the Board were consistently being reviewed in terms of skills, experience and diversity. The Manager asked
ur on operating an independent mindset in the boardroom. The Manager
more information on the Bthe Manager
with examples from the independent Board effectiveness review. In addition, further details were provided on the review of the Audit,
Valuation & Risk Committee and how it has evolved to improve its scrutiny over the investment manager. The Manager will review the
composition of the Board ahead of the next AGM and the succession process for the Senior Independent Director and Chair of the
Audit, Valuation and Risk Committee.
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26 | CT Global Managed Portfolio Trust PLC
Strategic Report
Section 172 Statement
Under Section 172 of the Companies Act 2006, the Directors
have a duty to act in the way they consider, in good faith, would
be most likely to promote the success of the Company for the
(amongst other matters) to:
•
• the interests of the Company’s shareholders;
• the need to foster the Company’s business relationships
with suppliers, customers and others;
• the impact of the Company’s operations on the community
and environment;
• the desirability of the Company maintaining a reputation for
high standards of business conduct; and
• the need to act fairly as between members of the Company.
As explained on page 11, the Company is an externally
managed investment company and has no employees,
customers or premises.
The Board believes that the optimum basis for meeting its duty
to promote the success of the Company is by appointing and
resources, infrastructure, experience and control environments
objective and successfully operate the Company. By developing
strong and constructive working relationships with these
parties, the Board seeks to ensure high standards of business
conduct are adhered to at all times and service levels are
enhanced whenever possible. This, combined with the careful
management of costs,
are also key stakeholders.
As set out on page 11, the Board’s principal working
relationship is with the Manager, which is responsible for
the management of the Company’s assets in line with the
investment objective and policy set by the Board. The Manager
also provides ancillary functions such as administration,
marketing, accounting and company secretarial services to the
Company and acts as the AIFM.
The Board works closely with the Manager and oversees the
various matters which have been delegated to it, and to ensure
of all stakeholders. The Portfolio activities undertaken by our
Manager are set out in the Investment Manager’s Review on
pages 14 to 19.
While the Company’s direct impact on the community and
environment is limited, its indirect ESG impact occurs through
the investment companies in which it invests. The Board gives
effect to this through the Manager’s Responsible Investment
approach which is set out on pages 24 and 25. The Board
is very supportive of the Manager’s approach, which focuses
on engagement with the investee companies on ESG issues.
Information on the annual evaluation of the Manager, to ensure
its continued appointment remains in the best interests of
shareholders, is set out on page 45.
In addition to the Company’s shareholders, Manager and
bankers, other key stakeholders include its service providers
such as the Custodian, Depositary, Broker and Registrar. The
Board receives regular reports from the Company’s key service
providers on an ongoing basis and evaluates them to ensure
expectations on service delivery are met.
The Board places great importance on communication with
shareholders and further information is set out on page 12.
The Company’s stakeholders are always considered when the
Board makes decisions and examples include:
• Dividends
The Board recognises that providing an attractive level of
income with the potential for growth is important to the
Company’s Income shareholders. Following the payment of
the fourth interim dividend on 7 July 2023, dividends with
3 total 7.20p
per Income share. This represents an increase of 8.3%
compared to the prior year and a yield of 6.0% at 31 May
2023 as compared to the yield on the FTSE All-Share Index
of 3.7% at that date.
Promoting the Success of the Company
Report and Accounts 2023 | 27
Strategic Report
• Conversion facility
The Board recognises that providing shareholders with an
annual opportunity to convert their shares into the other
class without incurring UK capital gains tax should be an
attractive facility for shareholders who wish to do so. Over
the last few years, the Board has taken steps to enhance
the operation of the conversion facility while managing the
related costs to ensure it could operate when there was
meaningful demand. Conversions have occurred in the last
• Share issuance and buy-backs
The Board believes that the ability to issue and buy back
shares is in the interests of all shareholders as it helps
to reduce the volatility in the premium or discount of the
Company’s share prices relative to their respective NAVs.
During the year the Company issued 1,665,000 new Income
shares and 190,000 new Growth shares at an average
premium to their respective NAVs of 1.6% and 1.5%. This
helps to enhance the NAV for ongoing shareholders and to
grow the size of the Company and allows operating costs to
all shareholders. During the year 815,000 Growth shares
were bought back at an average discount to NAV of 3.7%,
thereby providing a small accretion to the NAV per Growth
share. These Growth shares are held in treasury and are
available to be resold in future.
• Costs
One of the Company’s KPIs is coe
Board monitors costs closely and strives to keep these as
competitive as possible for shareholders.
Since the Company’s launch in 2008, in addition to an
annual investment management fee (based on the total
assets of each Portfolio), if certain conditions were met,
a performance fee was payable to the Manager. The
was capped at 0.35% of the total assets of the relevant
Portfolio. Over recent years, the use of performance fees,
which are often complicated and costly, has reduced across
the investment company sector. During the year, the Board
and the Manager discussed the appropriateness of a
performance fee and were pleased to agree its cessation
with effect from 29 September 2022. Both the Board and
Manager believe this to be in shareholders’ best interests
and reduces the level of fees incurred by the
Company in the future. The last performance fee generated
and payable to the Manager was in the year to 31 May
2021. There was no change to the annual investment
management fee charged by the Manager.
• Private investors
The Company's shareholders are predominantly retail
investors who invest through savings or execution-only
Manager’s retail savings plans and the Board remains
focused with the Manager on the optimal delivery of the
shareholders.
are reaching maturity, the Board’s objective is to retain
as many of these young investors as possible. Prior to
account maturity the Manager writes to their parents setting
out their options and currently retention rates are in line
with expectations. The Manager remains committed to
its savings plans and its relationship with its customers
the digital experience in order to meet its customers’
expectations. Columbia Threadneedle Investments, the new
owner of the Manager, has also expressed its commitment
to the investment trust business and the savings plans.
• Increasing awareness of the Company
On 19 July 2022, the Board established a Marketing
Committee. Simon Longfellow, who has extensive
experience of marketing investment trusts to retail
investors, chairs the Committee. The objective of the
Committee is to increase investors’ awareness of CT
Global Managed Portfolio Trust and its key attributes
through appropriate initiatives. We believe the Company,
which provides investors with access to a broad spread of
investment companies, covering a variety of geographies,
sectors and investment managers, and has strong long-
term performance, is particularly well suited to the retail
segment of the market.
• Board succession plan
The Board is committed to ensuring that its composition is
compliant with best corporate governance practice under
the AIC Code, including guidance on tenure. As such, on
9 June 2022, as part of the ongoing Board succession
plan, the Board appointed Shauna Bevan as a non-executive
Director. Her biography is included on page 33 and the
process which was followed is set out on page 44. This
recruitment allowed for the retirement of David Harris, who
had served on the Board since the launch of the Company
in 2008. David retired following the Annual General Meeting
on 29 September 2022. An objective of the succession
experience on the Board thereby acting in the best interests
of stakeholders.
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28 | CT Global Managed Portfolio Trust PLC
Strategic Report
As an investment company, investing primarily in listed
securities, most of the Company’s principal risks and
uncertainties that could threaten the achievement of its
are market-related.
A summary of the Company’s risk management and internal
controls arrangements is included within the Report of the
Audit Committee on pages 47 and 48. By means of the
procedures set out in that summary, the Board has established
an ongoing process for identifying, evaluating and managing
The Board also
considers emerging risks which might affect the Company
and related updates from the Manager on such risks are
also considered. During the year, emerging risks included
the out, rising interest rates and the war
in Ukraine.
are included on the
risks, emerging risks and other risks are regularly reviewed
by the Audit Committee and the Board. While the effect of
the COVID-19 pandemic appears to have eased, increased
market volatility due to recent macroeconomic and geopolitical
concerns have been considered and are referred to below in
Market Risk and Investment Risk. The Audit Committee and
the Board have also regularly reviewed the effectiveness of the
Company’s risk management and internal control systems for
the period.
As was explained in the 31 May 2022 Annual Report and
Financial Statements, the Company’s Manager, which was part
of BMO GAM (EMEA),
the integration of its business with Columbia Threadneedle
Investments is now well advanced. The Board looks favourably
upon this transaction and there has been little change for
the
introduce some uncertainty until the integration of systems is
fully implemented. A critical milestone is the move to a new
order management system, Aladdin, which is widely regarded
as market leading. Therefore, the Board will continue to monitor
this risk closely.
The principal risks and uncertainties faced by the Company,
and the Board’s mitigation approach, are described below.
explanations of the risks associated with the Company’s
Principal Risks and Uncertainties Mitigation
Market risk
The Company’s assets consist mainly of listed
closed-end investment companies and its
principal risks are therefore market-related and
include market risk (comprising currency risk,
risk and credit risk.
Climate change may also have an impact on
investee companies in the coming years.
Increased uncertainty in markets since the
COVID-19 pandemic, the war in Ukraine and
macroeconomic and geopolitical concerns have
led to volatility in the Company’s NAV.
Increase in overall risk during the
year, given the war in Ukraine and
macroeconomic and geopolitical
concerns
Income Portfolio and the Growth Portfolio and considers individual stock
performance together with purchases and sales of investments. Investments
and markets are discussed with the Investment Manager on a regular basis.
Engagement on environmental, social and governance matters is undertaken by
the Manager and its approach is explained on pages 24 and 25.
The Board has, in particular, considered the impact of heightened market
volatility since the COVID-19 pandemic, macroeconomic and geopolitical
concerns and they are discussed in the Chairman’s Statement
and Investment Manager’s Review. As a closed-end investment company, it is
not constrained by asset sales to meet redemptions so can remain invested
through volatile market conditions and is well suited to investors seeking
longer-term returns.
An explanation of these risks and the way in which they are managed are
Principal Risks and Uncertainties
and Viability Statement
Report and Accounts 2023 | 29
Strategic Report
Principal Risks and Uncertainties Mitigation
Investment risk
Incorrect strategy, asset allocation, stock
selection, inappropriate capital structure,
maintain an appropriate level of discount/
premium and the use of gearing could all lead
to poor returns for shareholders.
Increase in overall risk during the
year, given the war in Ukraine and
macroeconomic and geopolitical
concerns
The investment strategy and performance against peers and the benchmark
are considered by the Board at each meeting and reviewed with the Investment
Manager. The Board is responsible for setting the gearing range within which
the Manager may operate and gearing is discussed at every meeting and
related covenant limits are closely monitored. The Manager’s Investment Risk
team provide oversight on investment risk management.
closed-end investment companies and their compositions are reviewed
regularly by the Board.
The Board regularly considers ongoing charges and a discount/premium
management policy has operated since the launch of the Company. Underlying
dividends from investee companies are also closely monitored and the revenue
reserve and the 2022 special reserve attributable to the Income Portfolio can
be drawn on to support the payment of dividends to Income shareholders.
oard can hold additional meetings at short notice to discuss
Custody risk
Safe custody of the Company’s assets may
be compromised through control failures by
the Custodian.
No change in overall risk
during the year
of the Company’s assets and cash and holdings are reconciled to the Custodian’s
records. The Custodian’s internal controls reports are also reviewed by the Manager
and key points reported to the Audit Committee. The Board also receives periodic
updates from the Custodian on its own cyber-security controls.
Operational risk
Failure of the Manager as the Company’s main
service provider or disruption to its business,
or that of an outsourced or third party service
provider, could lead to an inability to provide
accurate reporting and monitoring, leading to a
potential breach of the Company’s investment
The risk includes failure or disruption as a
COVID-19 pandemic.
External cyber attacks could cause such failure
or could lead to the loss or sabotage of data.
No change in overall risk during the
year, but due to the integration with
Columbia Threadneedle Investments’
systems this risk remains heightened
The Board meets regularly with the management of the Manager and its
Operational Risk Management team to review internal control and risk reports,
which includes oversight of its own third party service providers. The Manager’s
appointment is reviewed annually and the contract can be terminated with six
months’ notice. The Manager has a business continuity plan in place to ensure
could affect the continuity of its business.
tasks and systems to State Street Bank and Trust Company (‘State Street’) and
supervision of such third party service providers, including the administrator
of the Manager’s savings plans, has been maintained by the Manager. This
includes the review of IT security and heightened cyber threats.
Further to the acpany’s Manager by Ameriprise, the
Board continues to monitor the integration of its business with Columbia
Threadneedle Investments.
and resources and commitment towards the Manager’s investment trust business
and savings plans.
The Manager also closely monitors the performance of its technology platform to
ensure it is functioning within acceptable service levels.
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30 | CT Global Managed Portfolio Trust PLC
Strategic Report
Viability Assessment and Statement
In accordance with the UK Corporate Governance Code, the
Company and considered that a number of characteristics of
the Company’s business model and strategy were relevant to
this assessment:
• The Company’s investment objective and policy, which
are subject to regular Board monitoring, means that the
of listed closed-end investment companies and the level of
borrowing is restricted.
• The Company’s investments are principally in listed
securities which are traded in the UK on the London Stock
Exchange’s Main Market or other regulated exchanges and
which are expected to be readily realisable.
• The Company is a listed closed-end investment company
whose shares are not subject to redemptions by
shareholders.
• Subject to shareholder continuation votes, the next of which
will be at the forthcoming AGM on 28 September 2023 and
strategy is not time-limited.
Also relevant were a number of aspects of the Company’s
operational arrangements:
• The Company retains title to all assets held by the
Custodian under the terms of a formal agreement with the
Custodian and Depositary.
• The borrowing facilities, which remain available until
February 2025, are subject to a formal agreement,
complied in full during the year.
• Revenue and expenditure forecasts are reviewed by the
Directors at each Board meeting.
• The operational robustness of key service providers and
the effectiveness of alternative working arrangements.
• Alternative service providers can be engaged at relatively
short notice if necessary.
In considering the viability of the Company, the Directors carried
out a robust assessment of the principal risks and uncertainties
which could threaten the Company’s objective and strategy, future
performance and solvency. This included the impact of market
volatility and
investment Portfolios. These risks, their mitigations and the
processes for monitoring them are set out on pages 28 and
29 in Principal Risks and Uncertainties, on pages 47 and 48 in
the Report of the Audit Committee and in notes 17 to 22 to the
The Directors also considered:
• The level of ongoing charges incurred by the Company
which are modest and predictable and (at 31 May 2023),
excluding the ongoing charges of underlying funds, total
1.17% and 1.07% of average net assets for the Income
shares and Growth shares respectively.
• Future revenue and expenditure projections.
• The Company’s
given its investment Portfolios consist principally of listed
•
• Whether the Company’s investment objective and policy
continue to be relevant to investors.
• Directors are non-executive and the Company has no
redundancy or other employment-related liabilities or
responsibilities.
• The uncertainty in markets due to the war in Ukraine
and macroeconomic and geopolitical concerns and the
prospects for the Company’s investment Portfolios.
• That there will be a resolution to continue the Company at
the forthcoming AGM on 28 September 2023. The Board
fully supports the continuation of the Company and, with
the support of shareholders, the expectation is for the
resolution to be passed.
As the Company is subject to shareholder continuation votes in
vals, these matters were assessed over a
year period to July 2028, and the Board will continue to assess
viability over year rolling periods.
As part of this assessment the Board considered a number
of stress tests and scenarios which considered the impact
of sustained high led substantial falls in
investment values on shareholders’ funds over a year
period. The results demonstrated the impact on the Company’s
net assets and its expenses and its ability to meet its liabilities
over that period and adhere to its.
A rolling year period represents the horizon over which the
Directors believe they can form a reasonable expectation of
the Company’s prospects, although they do have due regard to
viability over the longer term.
Based on their assessment, and in the context of the Company’s
business model, strategy and operational arrangements set
out above, 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 year period to July 2028.
Report and Accounts 2023 | 31
Strategic Report
Investment Objective and Policy
The Company’s investment objective is to provide an attractive
level of income with the potential for income and capital growth
to Income shareholders and to provide capital growth for
Growth shareholders, in each case through investing principally
The Income
25 investment companies that have underlying investment
exposures across a range of geographic regions and sectors
and that focus on offering an income yield above the yield of
the FTSE All-Share Index.
The Growth
25 investment companies that have underlying investment
exposures across a range of geographic regions and sectors
and that the focus of which is to maximise total returns,
principally through capital growth.
The Company invests principally in closed-end investment
companies, wherever incorporated, which are listed on the
although it is permitted to invest in other securities issued by
investment companies.
The Company is permitted to invest in other closed-end
investment companies, wherever incorporated, whose shares
are traded on AIM or a Regulated Exchange (other than the
London Stock Exchange’s Main Market) up to a maximum of
25% of the total assets of the relevant Portfolio.
In accordance with the Listing Rules of the Financial Conduct
Authority, the Company will not invest more than 10% in
aggregate of its total assets in other UK listed investment
companies that themselves may invest more than 15% of their
total assets in other UK listed investment companies.
There are no maximum levels set for underlying exposures to
geographic regions or sectors.
No investment in either Portfolio may exceed 15% of the relevant
Portfolio’s total assets at the time of the latest purchase.
The Manager may invest the assets of the Company in other
investment companies managed by the Manager or another
member of the Columbia Threadneedle Group, provided that
such investments in the Income or Growth Portfolios shall not
exceed 20% of the total assets of the relevant Portfolio at the
time of investment.
the Company may invest up to 100% of total assets in any
particular type of security.
The Company may use derivatives, principally for the purpose
Portfolios against market falls.
The Company may use gearing in either Portfolio. Borrowings
are not normally expected to exceed 20% of the total assets
of the relevant Portfolio. Under the Company’s Articles of
Association, the maximum borrowing limit is 50% of the total
assets of the relevant Portfolio.
Gearing Policy
As explained under Investment Objective and Policy, the
generating a return greater than the cost of that borrowing.
The Board receives recommendations on gearing levels from
the Manager and it is responsible for setting the gearing range
within which the Manager may operate.
and a £5 million unsecured revolving credit facility, both of
which are available until 10 February 2025 with The Royal Bank
of Scotland International Limited. At 31 May 2023
rate term loan and £2 million of the revolving credit facility were
drawn down in the Income Portfolio. The facilities are described
Dividend Policy
Within the Company’s investment objective is the aim to
provide an attractive level of income for Income shareholders.
In determining dividend payments, the Board takes account of
income forecasts, brought forward revenue and other relevant
distributable reserves, the Company’s dividend payment
record, the yield of the FTSE All-Share Index and the
corporation tax rules governing investment trust status. Risks
to the dividend policy have been considered as part of the
Principal Risks and Uncertainties and Viability Review on pages
28 to 30
change to the Company‘s regulatory environment.
October, January, April and July.
Policy Summary
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Strategic Report
Share Issuance and Buy-back Strategy
Share issuance and buy-backs help reduce the volatility
of the share price premium or discount to net asset value
per share and enhance the net asset value per share for
continuing shareholders.
In normal circumstances, the Board aims to maintain the
discount to NAV at which the Company’s shares trade at not
more than 5%. In practice over the years the shares have
generally traded close to NAV. Shares will not be bought back
at a premium to net asset value. Shares which are bought back
by the Company may be cancelled or may be held in treasury.
Shares held in treasury may be resold at a price not less than
the net asset value. For further details see pages 38 to 40.
UK Financial Sanctions and Prevention of the
Facilitation of Tax Evasion
The Board is fully committed to complying with all legislation,
regulation and relevant guidelines including those relating
nancial sanctions regime in the context of the
Company’s business and also the UK’s Criminal Finances Act
2017, designed to prevent tax evasion and the facilitation of
tax evasion in the jurisdictions in which the Company operates.
Professional advice is sought as and when deemed necessary.
Taxation
The policy towards taxation is one of full commitment to
complying with applicable legislation and statutory guidelines.
The Company has received approval from HMRC as an investment
trust under Section 1158 of the Corporation Tax Act 2010
(‘Section 1158’) and has since continued to comply with the
eligibility conditions such that it does not suffer UK corporation tax
on capital gains. The Manager ensures that the Company submits
correct taxation returns annually to HMRC, settles promptly any
taxation due and claims back, where possible, taxes suffered in
excess of taxation treaty rates on non-UK dividend receipts.
Board Diversity and Tenure
The Board is composed solely of non-executive Directors and its
approach to the appointment of non-executive Directors is based
skills, length of service and backgrounds. The Board is conscious
of the diversity targets set out in the FCA Listing Rules and the
Board complies with the AIC Code of Corporate Governance in
appointing appropriately diverse, independent non-executive
Directors who set the operational and moral standards of the
Company. The Board will always appoint the best person
for the role and will not discriminate on the grounds of gender,
race, ethnicity, religion, sexual orientation, age, physical ability,
educational, professional or socio-economic background. The
Board is committed to maintaining the highest levels of corporate
governance in terms of independence and would normally expect
the Directors to serve for a nine-year term, although this may be
adjusted for rea
In accordance with Listing Rule 9.8.6R (9), (10) and (11) the
Board has provided the following information in relation to its
diversity, the information for which has been obtained through
theionnaires by the individual Directors.
As shown in the following tables, the Company has met the
31 May 2023, in relation to the gender and the ethnic background
of the Board.
Board Gender as at 31 May 2023
(1)
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
Men 2 50% 1
Women 2 50%
(2)
1
(3)
Other – – –
not to say
– – –
(1)
The Company has opted not to disclose against the number of Directors in
executive management as this is not applicable for an investment trust which
does not have the roles of CEO or CFO.
(2)
This meets the Listing Rules target of 40%.
(3)
The position of the Chairman of the Audit Committee is also held by a woman
however this is not currently defined as a senior position under the Listing Rules.
Board Ethnic Background as at 31 May 2023
(1)
Number of
Board
members
Percentage of
the Board
Number of
senior positions
on the Board
White British or other
White (including
minority-white groups)
3 75% 2
Mixed/Multiple Ethnic
Groups
1
(2)
25% –
Asian/Asian British – – –
Black/African/
Caribbean/
Black British
– – –
including Arab
– – –
prefer not to say
– – –
(1)
The Company has opted not to disclose against the number of Directors in
executive management as this is not applicable for an investment trust which
does not have the roles of CEO or CFO.
(2)
This meets the Listing Rules target of 1.
Integrity and Business Ethics
The Board applies a strict anti-bribery and anti-corruption policy
insofar as it applies to any directors or employees of the Manager
or any other organisation with which the Company conducts
are in place and followed in respect of third-party appointments,
acceptance of gifts, hospitality and similar matters.
The Strategic Report, contained on pages 7 to 32, has been
approved by the Board of Directors.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
6th Floor
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
31 July 2023
Report and Accounts 2023 | 33
Governance Report
David Warnock
Chairman of the Board, Nomination
Committee and Management
Engagement Committee
Appointed on 1 January 2019 and as
Chairman on 30 September 2021.
Experience and contribution: David co-founded
and was a partner for 19 years until his
retirement in 2008. Before Aberforth, he was
with Ivory & Sime plc and 3i Group plc.
Other appointments: David is currently the
senior independent non-executive director of
ICG Enterprise Trust plc.
Shauna Bevan
Appointed on 9 June 2022.
Experience and contribution: Shauna is Head
of Investment Advisory at RiverPeak Wealth
Limited where she is responsible for fund
research and portfolio construction. She has
over twenty years of investment experience
having previously worked for Charles Stanley
and Merrill Lynch and is a Chartered Member
of the Chartered Institute for Securities
and Investment.
Other appointments: Shauna is currently a
non-executive director of Witan Investment
Trust plc and a director of a number of private
companies.
Susan (Sue) Inglis
Senior Independent Director and
Chairman of the Audit Committee
Appointed on 9 July 2018 and as Chairman
of the Audit Committee on 24 September
2020 and as Senior Independent director on
29 September 2022.
Experience and contribution: Sue has
more than 30 years of experience as an
adviser to asset management groups and
lawyer and was a partner and head of
Wedderburn. In 1999, she co-founded Intelli
Corporate Finance and, from 2009 until
retiring from executive employment in 2018,
held senior positions in Canaccord Genuity’s
companies teams and Cantor Fitzgerald’s
investment companies team.
Other appointments: Sue is currently a
non-executive director and chairman of
ThomasLloyd Energy Impact Trust PLC and the
senior independent non-executive director of
Baillie Gifford US Growth Trust plc, Momentum
Multi-Asset Value Trust plc and Seraphim
Space Investment Trust plc.
Simon Longfellow
Chairman of the Marketing Committee
Appointed on 14 July 2021 and as Chairman
of the Marketing Committee on 19 July 2022.
Experience and contribution: Simon co-founded
Steps to Investing which launched in 2020 with
the aim of helping inexperienced investors get
started on their investment journeys. He also
runs marketing consultancy Neo. Prior to that
he was Head of Marketing at Janus Henderson
Investors, focused entirely on marketing
investment trusts to retail investors.
Other appointments: Simon is currently a
non-executive director of Invesco Perpetual
UK Smaller Companies Investment Trust
plc, Electric and General Investment Fund
and a director of a number of other private
companies.
Board of Directors
All of the Directors are non-executive. All of the Directors are considered by the Board to be independent. All of the Directors are
members of the Audit Committee, Management Engagement Committee, Nomination Committee and Marketing Committee.
No Director holds a directorship elsewhere in common with other members of the Board.
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Governance Report
Statement Regarding Annual Report and Financial
Statements
The Directors consider that, following a detailed review and
advice from the Audit Committee, the Annual Report and
Financial Statements for the year to 31 May 2023, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position and performance, business model and strategy. The
Audit Committee reviewed the draft Annual Report and Financial
Statements for the purpose of this assessment and, in reaching
this conclusion, the Directors have assumed that the reader
of the Annual Report and Financial Statements would have a
reasonable level of knowledge of the investment industry in
general and investment companies in particular. The outlook for
the Company can be found on pages 10, 18 and 19. Principal
risks and uncertainties can be found on pages 28 and 29 with
disclosures in respect of Listing Rule 9.8.4R.
Results and Dividends
on pages 61 to 87. The return attributable to shareholders was
£(10,645,000), of which £(5,031,000) was attributable to the
Income Portfolio and £(5,614,000) to the Growth Portfolio.
ended 31 May 2023 as follows:
Interim Dividend Payments
Payment date Rate per Income share
Fourth interim for 2022 8 July 2022 p
First interim for 2023 7 October 2022 p
Second interim for 2023 6 January 2023 p
Third interim for 2023 11 April 2023 p
A fourth interim dividend of 2.19p per Income share was paid
after the year-end, on 7 July 2023, to Income shareholders on
the register at close of business on 16 June 2023. The total
3 of 7.20p per
Income share represents an increase of 8.3% over the 6.65p
31 May 2022.
As set out in the Company‘s dividend policy on page 31,
the fourth interim dividend payment to be made in July and
earlier than would be possible if that dividend was classed as
in September. As an alternative, the Board proposes to seek
formal shareholder approval at the Annual General Meeting
(‘AGMResolution 9).
Principal Activity and Status
The Company is registered in Scotland as a public limited
company in terms of the Companies Act 2006 (Company
Number: SC338196). The Company is an investment company
within the terms of Section 833 of the Companies Act 2006.
The Company carries on business as an investment trust
and has been approved as such by HM Revenue & Customs
(‘HMRC’), subject to it continuing to meet the relevant eligibility
liable for corporation tax on capital gains. The Company intends
to continue to conduct its affairs so as to enable it to comply
of the Financial Conduct Authority and other legislation and
Articles of Association.
The Company is a member of the Association of Investment
Companies (the ‘AIC’).
Accounting and Going Concern
Shareholders will be asked to approve the adoption of the Annual
Report and Financial Statements at the AGM (Resolution 1).
61
on pages 55 to 60
The Directors submit the Annual Report and Financial Statements of the Company for the year
ended 31 May 2023
Audit Committee
Report of the Directors
Report and Accounts 2023 | 35
Governance Report
In assessing the going concern basis of accounting, the
Directors have had regard to the guidance issued by the
Financial Reporting Council and have undertaken a rigorous
review of the Company’s ability to continue as a going concern.
As an investment company investing primarily in listed
securities, most of the Company’s principal risks and
uncertainties are market-related. An explanation of these risks
and how they are managed is set out on pages 28 and 29. The
Board has, in particular, considered the impact of increased
market volatility since the COVID-19 pandemic and, more
recently, due to macroeconomic and geopolitical concerns, but
does not believe the Company's ability to continue as a going
concern is affected.
The Company’s investment objective and policy, which is
described on page 31 and which is subject to regular Board
monitoring processes, is designed to ensure that the Company
is invested principally in listed securities. The value of these
margin. The Company retains title to all assets held by its
Custodian and has an agreement relating to its borrowing
facilities with which it has complied during the year. Cash
is only held with banks approved and regularly reviewed by
the Manager.
As part of the going concern review, the Directors noted that
credit facility are committed to the Company until 10 February
2025 and loan covenants are reviewed by the Board on a
regular basis. Further details are set out in note 12 to the
on the assets and liabilities of falls (and rises) in the value of
securities and market rates of interest.
and as
explained in the Chairman’s Statement, the Company’s
shareholders at this year’s Annual General Meeting to continue
the Company. The continuation vote will be proposed as an
ordinary resolution (Resolution 15)
was put to shareholders and passed at the Annual General
Meeting held on 19 September 2018 and the Directors have
a reasonable expectation that this will be supported by the
Company’s shareholders. The Board believes that it is in the
best interests of shareholders for the Company to continue and
encourages shareholders to vote in favour of the resolution, as
they intend to do in respect of their own shareholdings.
The Directors believe, having assessed the principal risks and
other matters, in light of the controls and review processes
noted and bearing in mind the nature of the Company’s
business and assets and revenue and expenditure projections,
operational existence for a period of at least twelve months
reason, they continue to adopt the going concern basis in
The Company’s longer term viability is considered in the
‘Viability Assessment and Statement’ section on page 30.
Statement of Disclosure of Information to Auditor
As far as the Directors 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 he or she ought to
have taken as a Director in order to make himself or herself
aware of any relevant audit information and to establish that
the Company’s Auditor is aware of that information.
Re-appointment of Auditor
Following an audit tender process towards the end of 2022,
KPMG LLP, the Company’s Auditor since September 2017,
resigned and the Board appointed BDO LLP (‘BDO’) in its place.
BDO
Company’s Auditor. A resolution proposing its re-appointment
and authorising the Directors to determine its remuneration will
be submitted at the AGM (Resolution 8).
Further information in relation to the audit tender and re-
appointment can be found on pages 46 to 49.
Capital Structure and Voting Rights
The Company’s capital structure is explained in the ‘Capital
Structure’ section on page 94 of this Annual Report and details
statements. Details of voting rights are also set out in the
notes to the notice of Annual General Meeting.
At 31 May 2023 there were 50,455,503 Income shares and
38,847,949 Growth shares listed, of which nil Income shares
and 815,000 Growth shares were held in treasury and the
total issued share capital of the Company (excluding treasury
shares) was represented 57.0% by Income shares and 43.0%
by Growth shares.
of securities in the Company (other than certain restrictions
imposed by laws and regulations such as insider trading laws);
no agreements known to the Company concerning restrictions
on the transfer of securities in the Company or on voting
rights; and no special rights with regard to control attached to
securities. Pursuant to the Company’s loan facility agreement,
which the Company is a party to that might be affected by a
change of control of the Company following a takeover bid.
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Governance Report
Substantial Interests in Share Capital
At 31 May 2023 there were 50,455,503 Income shares listed,
of which nil were held in treasury and 38,847,949 Growth
shares listed, of which 815,000 were held in treasury. As at
Guidance and Transparency Rules) in respect of the Company’s
share capital.
Manager’s Savings Plans
Since the launch of the Company, the majority of the Income
shares and Growth shares have been held through the
Manager’s retail savings plans. Approximately 64.2% of the
Income shares and 82.4% of the Growth shares are held in this
manner. The voting arrangements for these shares is explained
on page 94.
Share Conversion
During the year the Company’s annual share conversion facility
proceeded for those shareholders who had elected to do so.
The net result of those conversions, which took effect on
3 November 2022, was an increase of 393,338 Income shares
in issue and a decrease of 202,199 Growth shares in issue.
Directors' Remuneration Report
At the Annual General Meeting held on 24 September 2020,
shareholders approved the Directors' Remuneration Policy. It
nt that shareholder approval is sought at least
every three years and therefore shareholders will be asked to
approve the Directors’ Remuneration Policy at the forthcoming
AGM (Resolution 2). There have been no material changes to
the Remuneration Policy since approved by shareholders at the
Annual General Meeting held on 24 September 2020.
The Directors’ Remuneration Report, which can be found on pages
51 to 53, provides detailed information on the remuneration
arrangements for the Directors of the Company, including the
Directors’ Remuneration Policy. Shareholders will be asked
to approve the Annual Report on Directors’ Remuneration
(Resolution 3) at the AGM on 28 September 2023.
Remuneration is set at a level commensurate with the skills
and experience necessary for the effective stewardship of
the Company and the expected contribution of the Board as a
whole. It is intended that this policy will continue for the three
year period ending at the AGM in 2026.
Director Re-Elections
Biographical details of the Directors, all of whom are non-
executive, can be found on page 33 and are incorporated into
this report by reference.
With the exception of Shauna Bevan, who was appointed on
9 June 2022, and David Harris who retired on 29 September
2022
review. In accordance with the Company’s Articles of Association,
the next Annual General Meeting and shall then be eligible
for election. Accordingly, Shauna Bevan retired at the AGM on
29 September 2022 (
appointment), and, being eligible, offered herself for election.
This was approved by shareholders.
As explained under the Corporate Governance Statement
on page 42, the Board has agreed that all Directors will
retire annually. Accordingly, Shauna Bevan, Sue Inglis, Simon
Longfellow and David Warnock will retire at the AGM and, being
eligible, offer themselves for re-election. (Resolutions 4, 5, 6
and 7).
The skills and experience each Director brings to the Board
for the long-term sustainable success of the Company are set
out below.
• Resolution 4 relates to the re-election of Shauna Bevan
who was appointed on 9 June 2022 and has in-depth
investment experience and industry knowledge.
• Resolution 5 relates to the re-election of Sue Inglis who was
appointed on 9 July 2018. She has extensive and in-depth
knowledge and experience in the investment companies
that, a senior lawyer specialising in investment companies
and also from her other non-executive director roles.
• Resolution 6 relates to the re-election of Simon Longfellow
who was appointed on 14 July 2021 and has extensive
marketing experience in the investment company sector.
• Resolution 7 relates to the re-election of David Warnock
who was appointed on 1 January 2019 and has in-depth
knowledge, expertise and experience in investment
management and with investment companies.
The Directors believe that the Board has an appropriate balance
of skills, experience, independence and knowledge of the
Company to enable it to provide effective strategic leadership
and proper governance of the Company. The Chairman and the
the performance of each of the Directors continues to be
effective and demonstrates commitment to the role and, having
considered the Directors’ other time commitments and Board
be fully engaged with the Company's business. In addition, the
Board believes that each Director is independent in character
and judgement, that they perform their duties at all times in
an independent manner and that there are no relationships or
circumstances which are likely to affect the judgement of any
Director. The Board believes that continuity and experience
information on diversity and tenure is set out on pages 32 and
44.The Chairman and the Board therefore believe that it is in the
interests of shareholders that each of those Directors seeking
re-election are re-elected.
Report and Accounts 2023 | 37
Governance Report
There are no service contracts in existence between the
Company and any Directors but each of the Directors has
been issued with, and accepted, the terms of a letter of
appointment that sets out the main terms of their appointment.
to discharge their duties effectively taking into account their
other commitments. These letters are available for inspection
business hours and will be available for inspection at the
Annual General Meeting.
Directors’ Interests and Letters of Indemnity
was a party and in which a Director is, or was, materially
interested during the year.
The Company has entered into letters of indemnity in favour of
each of the Directors and these were in force throughout the year
ended 31 May 2023 and, in the case of Shauna Bevan, from her
appointment on 9 June 2022. These letters give each Director the
Act 2006 against liabilities incurred by each of them in the
execution of their duties and the exercise of their powers. During
the year, the Company refreshed its letters of indemnity with each
of the Directors to account for legislative updates and changes
in market practice. A copy of each letter of indemnity is available
business hours and will be available for inspection at the Annual
General Meeting. The Company also maintains Directors‘ and
Under the Companies Act 2006 a Director must avoid a
situation where he or she has, or could have, a direct or
apply, for example, if a Director becomes a director of another
company or a trustee of another organisation. The Companies
Act 2006 allows directors of public companies to authorise
Articles of Association contain a provision to this effect. The
Company’s Articles of Association give the Directors authority
to approve such situations.
The Board therefore has procedures in place for the authorisation
of interest which have been disclosed and approved by the
other Directors. Other than authorisation of Directors’ other
directorships, no authorisations have been sought. This
Safe Custody of Assets
The Company’s investments are held in safe custody by
JPMorgan Chase Bank (the ‘Custodian’). Operational matters
with the Custodian are carried out on the Company’s behalf
by the Manager in accordance with the provisions of the
investment management agreement. The Custodian is paid a
variable fee dependent on the number of trades and the value
and location of the securities held.
Depositary
JPMorgan Europe Limited (the ‘Depositary’) acts as the
Company’s depositary in accordance with the AIFMD. The
Depositary’s responsibilities, which are set out in an Investor
Disclosure Document on the Company’s website, include,
but are not limited to, cash monitoring, segregation and safe
the Company’s compliance with investment and leverage limit
0.01% per annum on the value of the Company’s net assets,
payable monthly in arrears.
Although the Depositary has delegated the safekeeping of all
assets held within the Company’s investment Portfolios to the
Custodian, in the event of loss of those assets that constitute
of an identical type, or the corresponding amount of money,
unless it can demonstrate that the loss has arisen as a
result of an external event beyond its reasonable control, the
all reasonable efforts to the contrary.
Management and Administration
The Manager provides management, administration, marketing,
accounting and company secretarial services to the Company.
A summary of the investment management agreement between
the Company and the Manager in respect of the services
The Manager is the Company’s AIFM, for which it does not
receive any additional remuneration.
Since the end of the year, the Management Engagement
Committee has reviewed the appropriateness of the Manager’s
appointment. In carrying out its review the Committee
considered the past investment performance of the Company
and the ability of the Manager to produce satisfactory
investment performance in the future. It also considered the
length of the notice period of the investment management
agreement and the fees payable to the Manager, together
with the standard of other services provided, which include
administration, marketing, accounting and company secretarial
services. Following this review, which included a comparison
against the terms of appointment of investment managers
for similar investment companies, it is the Directors’ opinion
that the continuing appointment of the Manager on the
terms agreed is in the interests of shareholders as a whole.
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Governance Report
Other Companies Act Disclosures
• The rules for appointment and replacement of Directors are
contained in the Articles of Association of the Company. In
respect of periodic retirement, the Articles of Association
Annual General Meeting after the Annual General Meeting
at which last elected. As mentioned earlier in this Report,
the Board has agreed that all Directors will retire annually.
• Amendment of the Articles of Association and powers to
• There are no agreements between the Company and the
occurs because of a takeover bid.
Future Developments of the Company
The future success of the Company in pursuit of its investment
objective is dependent primarily on the performance of its
investments and the outlook for the Company is set out in
the Chairman’s Statement on page 10 and the Investment
Manager’s Review on pages 18 and 19.
Environmental, Social and Governance
Details on the Company's Environmental, Social and
Governance policies, including voting on Portfolio investments,
is set out on pages 24 and 25.
The Company seeks to conduct its affairs responsibly and
environmental factors are, where appropriate, taken into
consideration with regard to investment decisions taken on
behalf of the Company.
Greenhouse Gas Emissions & Taskforce for Climate-
Related Financial Disclosures (‘TCFD’)
All of the Company’s activities are outsourced to third parties,
it has no employees and all of its Directors are non-executive.
Accordingly, it does not have any physical assets, property,
employees or operations of its own and does not generate any
greenhouse gas or other emissions.
As the Company did not consume more than 40,000kWh
of energy during the year, it is exempt from reporting under
Streamlined Energy and Carbon Reporting regulations.
Under Listing Rule 15.4.29(R), the Company, as a listed
closed-end investment company, is exempt from complying with
the TCFD.
Modern Slavery Act 2015
As an investment company with no employees or customers
and which does not provide goods or services in the normal
course of business, the Company considers that it does not fall
within the scope of the Modern Slavery Act 2015 and it is not,
Company's own supply chain, which consists predominantly
services industry, is considered to be low risk in relation to this
matter. A statement by the Manager under the Act has been
published on its website at columbiathreadneedle.co.uk.
Financial Instruments
Portfolios, cash balances, bank borrowings and debtors and
creditors that arise directly from its operations such as sales and
instruments and the exposure of the Company to risk are
Annual General Meeting
The Annual General Meeting will be held at Exchange House,
Primrose Street, London, EC2A 2NY, on Thursday 28 September
2023 at 11.30am. The notice of Annual General Meeting is set
out on pages 89 to 93. Peter Hewitt, the Investment Manager,
will give a presentation at the AGM and there will also be an
to the resolutions proposed at the AGM or the performance
of the Company in advance of the meeting to the following
email address: MPTCoSec@columbiathreadneedle.com. The
Investment Manager’s presentation will be available to view
on the Company’s website, ctglobalmanagedportfolio.co.uk,
following the meeting.
The AGM is scheduled to be held in person and voting on all
resolutions will be conducted by way of a poll. Shareholders are
encouraged to exercise their votes either through the Registrar’s
online portal or by completing and returning their Form of Proxy or
Form of Direction. The results of the poll will be announced via a
regulatory announcement and posted on the Company’s website
at ctglobalmanagedportfolio.co.uk after the meeting. Any changes
to the AGM arrangements will be announced via a regulatory
announcement and will be included on the Company’s website.
Resolutions 10 to 15 are explained below.
Directors’ Authority to Allot Shares and Sell Shares
from Treasury (Resolutions 10, 11 and 12)
Since the Annual General Meeting of the Company held on
29 September 2022, and in accordance with the authorities
granted, the Board has exercised its powers by issuing
1,200,000 new Income shares and nil new Growth shares
(representing 2.4% and nil% of the Company’s total issued
Income share and Growth share capital respectively (excluding
treasury shares) as at 31 July 2023) on a non pre-emptive
basis at a premium to the net asset value per share.
Report and Accounts 2023 | 39
Governance Report
The Directors believe that the Company’s continuing ability to
issue shares at a premium to net asset value or sell shares
preventing the build-up of excessive demand for shares.
The sale of shares from treasury is to be at a price not less
than the net asset value per share of the Income shares (in the
case of a sale of Income shares) or Growth shares (in the case
of a sale of Growth shares).
The Directors are seeking authority to allot Income shares and
Growth shares.
Resolution 10 (authority to allot shares) will, if passed,
authorise the Directors to allot new Income shares up to an
aggregate nominal amount of £649,295.10 (consisting of
10,091,000 Income shares) and new Growth shares up to
an aggregate nominal amount of £483,673.70 (consisting of
7,517,000 Growth shares), being approximately 20% of the
Company’s total issued Income shares and approximately
20% of the Company’s total issued Growth shares (excluding
treasury shares) as at 31 July 2023.
Resolution 11 (power to disapply pre-emption rights) will, if
passed, authorise the Directors to allot new Income shares,
or resell Income shares held in treasury, up to an aggregate
nominal amount of £324,647.55 (consisting of 5,045,500
Income shares) and allot new Growth shares, or resell Growth
shares held in treasury, up to an aggregate nominal amount
of £241,836.85 (consisting of 3,758,500 Growth shares),
being approximately 10% of the Company’s total issued Income
shares and approximately 9.7% of the Company’s total issued
Growth shares (including treasury shares), as at 31 July
2023
shareholders pro rata to their existing holdings.
Resolution 12 (additional power to disapply pre-emption rights)
will, if passed, and in addition to Resolution 11, authorise the
Directors to allot further new Income shares, or resell Income
shares held in treasury, up to an aggregate nominal amount of
£324,647.55 (consisting of 5,045,500 Income shares) and allot
new Growth shares, or resell Growth shares held in treasury, up
to an aggregate nominal amount of £241,836.85 (consisting
of 3,758,500 Growth shares) being approximately 10% of the
Company‘s total issued Income shares and approximately 9.7%
of the Company’s total issued Growth shares (including treasury
shares), as at 31 July 2023
such shares to existing shareholders pro rata to their existing
holdings.
These authorities will continue until the earlier of 28 December
2024 (being 15 months from the date of the Annual General
Meeting in 2023) and the conclusion of the Annual General
Meeting in 2024. The Directors will only allot new shares
pursuant to these authorities if they believe it is advantageous
to the Company’s shareholders to do so and will not result in
a dilution of net asset value per share.
Directors’ Authority to Buy Back Shares (Resolution 13)
At the last Annual General Meeting held on 29 September
2022 shareholders gave the Company authority to make market
purchases of up to 7,275,000 Income shares and 5,853,000
Growth shares (being 14.99% of each of the issued Income shares
and Growth shares, in each case excluding treasury shares).
During the year to 31 May 2023, the Company purchased
through the market for treasury 815,000 Growth shares,
representing 2.1% of the Growth shares in issue at the
previous year end for a total consideration of £1,827,000 in
accordance with the Company’s discount management policy.
During the year to 31 May 2023 the Company did not purchase
through the market any Income shares. Subse
end, 445,000 Growth shares have been purchased through the
market for treasury between 31 May 2023 and 31 July 2023.
The current authority of the Company to make market purchases
of up to 14.99% of each of the issued Income shares and
Growth shares (in each case, excluding shares held in
treasury) expires at the end of the Annual General Meeting and
Resolution 13, as set out in the notice of the Annual General
Meeting, seeks renewal of that authority. The renewed authority
to make market purchases will be in respect of a maximum
of 14.99% of each of the issued Income shares and issued
Growth shares (in each case, excluding treasury shares) of
the Company on the date of the passing of the resolution. The
price paid for shares will not be less than the nominal value of
£0.064343979 per share nor more than the higher of (a) 5%
above the average of the middle market price of those shares for
the higher of the last independent trade and the highest current
independent bid on the London Stock Exchange. This power will
only be exercised if, in the opinion of the Directors, a purchase
will result in an increase in net asset value per share and is in
the interests of the shareholders. Any shares purchased under
this authority will either be held in treasury or cancelled at the
determination of the Directors. This authority will expire on the
earlier of 28 December 2024 and the conclusion of the next
Annual General Meeting of the Company.
There is no limit on the number of shares that a company can
hold in treasury at any one time and the Board has not set a
limit on the number of shares that can be held in treasury by
the Company.
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Governance Report
There were 88,043,452 Income shares and Growth shares in
issue (excluding treasury shares) as at 31 July 2023 of which
50,455,503 (57.3%) are Income shares and 37,587,949
(42.7%) are Growth shares. At that date, the Company held nil
Income shares and 1,260,000 Growth shares in treasury.
Approval of the Proposed Purchase Contract
(Resolution 14)
Resolution 14 gives the Company authority to buy its deferred
shares, arising on the conversion of any of the Growth shares
or Income shares into the other class of shares, by way of
an off-market purchase in accordance with Sections 693 and
694 of the Companies Act 2006. The deferred shares will
be purchased for nil consideration as they have no economic
value in order to keep the balance sheet straight forward. The
exact number of deferred shares which will arise as a result of
any conversions is not yet known and therefore the Purchase
Contract constitutes a contract under Section 694(3) of the
Companies Act 2006. By law the Company will only be able
to purchase these shares off-market if the Purchase Contract
is approved by special resolution at a general meeting of
the Company.
Continuation Vote (Resolution 15)
In accordance with the Company’s Articles of Association, the
continuation of the Company is to be proposed by way of an
ordinary resolution at this year’s Annual General Meeting, being
, which
was passed at the Annual General Meeting of the Company
held in 2018. If the resolution is not passed, the Board will
the Company at which a special resolution shall be proposed
to shareholders for the winding up of the Company and/or the
reconstruction of the Company provided the latter provides an
option for shareholders to elect to realise their investment in
the Company in full. The Board believes that it is in the best
interests of shareholders for the Company to continue and
encourages shareholders to vote in favour of the resolution, as
they intend to do in respect of their own shareholdings.
Recommendation
The Board considers that the passing of the resolutions to be
proposed at the Annual General Meeting is in the best interests
of the Company and its shareholders as a whole and they
unanimously recommend that shareholders vote in favour of
those resolutions. Information on shareholder voting rights is set
out in the notes to the notice of the Annual General Meeting.
Individual Savings Accounts
Savings Accounts. It is the current intention of the Directors
that the Company will continue to conduct its affairs to satisfy
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
31 July 2023
Report and Accounts 2023 | 41
Governance Report
The biographical details of the Directors responsible for the
governance of the Company are set out on page 33. Committee
membership is also included and the respective terms of
reference and biographies are also available on the Company’s
website ctglobalmanagedportfolio.co.uk
shareholders, the Board sets out to adhere to the highest
standards of corporate governance, business and ethics
transparency and it remains committed to doing so. As
the Board believes that good governance creates value, it
expects the investment companies in which it invests to apply
similar standards.
Governance Overview
Engagement Committee and Nomination Committee were in
place. On 19 July 2022, the Board also established a new
Marketing Committee. The role and responsibilities of these
committees are set out in their respective reports, which
follow, and their terms of reference are also available on the
Company’s website. Each of the committees comprises all of
the Directors. The Board considers that, given its size, it would
be unnecessarily burdensome to establish separate committees
which did not include the entire Board and believes that this
enables all Directors to be kept fully informed of any issues that
arise.
As set out in the Strategic Report the Board has appointed
the Manager to manage the investment Portfolios as well as
to carry out the day to day management and administrative
functions. Reporting from the Manager is set out on pages 14
to 19 and in the Report of the Audit Committee in respect of
internal controls on pages 47 and 48. The Board’s evaluation
of the Manager can be found on page 45.
The Board has direct access to company secretarial advice and
services of the Manager which, through the Company Secretary,
is responsible for ensuring that Board and committee
procedures are followed and applicable laws, regulations and
at all Board and Committee meetings are fully recorded through
a process that allows any Director's concerns to be recorded by
the Company Secretary in the minutes.
Compliance with the AIC Code of Corporate Governance
(the ‘AIC Code’)
The Board of CT Global Managed Portfolio Trust PLC has
considered and supports the principles and provisions of the
AIC Code published in February 2019. The AIC code addresses
the principles and provisions set out in the UK Corporate
Governance Code (the ‘UK Code’) as well as setting out
to investment companies. There are also two main differences.
In the AIC Code, both the nine year limit on chair tenure and
the restriction on the chair of the Board being a member of the
Audit Committee have been removed.
David Warnock was appointed to the Board on 1 January
2019 and then as Chairman on 30 September 2021 and
has therefore served for less than nine years. None of the
Directors standing for re-election at the forthcoming AGM has
served in excess of nine years. The tenure policy relating to the
Directors, which includes the Chairman, is set out on page 32.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, provides more relevant information
to shareholders. By reporting against the AIC Code, the
Company meets its obligations in relation to the UK Code (and
the Listing Rules) and as such does not need to report further
on issues contained in the UK Code which are not relevant to it
as an externally managed investment company.
The Board believes that the Company has complied with the
recommendations of the AIC Code during the year under review
and up to the date of this report and, except as regards the
provisions of the UK Code set out below, has thereby complied
with the relevant provisions of the UK Code:
• the role of the Chief Executive;
• executive Directors’ remuneration;
• the need for an internal audit function;
• membership of the Audit Committee by the Chairman of the
Board; and
• workforce engagement
For the reasons set out in the AIC Code, the Board considers
these provisions as not being relevant to the position of the
Company, being an externally managed investment company.
In particular, all of the Company’s daily management and
administrative functions have been delegated to the Manager.
As a result, the Company has no executive Directors,
employees or internal operations. As explained in the Report
of the Audit Committee, the Chairman of the Board is also a
member of the Audit Committee, as permitted by the AIC Code.
Therefore, with the exception of the need for an internal audit
function, which is addressed on page 48, we have not reported
further in respect of these provisions.
Corporate Governance Statement
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42 | CT Global Managed Portfolio Trust PLC
Governance Report
The AIC Code can be found on theaic.co.uk and the UK Code
on frc.org.uk
Company Purpose
The Company’s purpose, values and culture and the basis on
which it aims to generate value over the longer term is set out
within the Purpose, Strategy and Business Model on pages
11 to 12. How the Board seeks to promote the success of the
Company is set out on pages 26 to 27.
Board Leadership
The Board consists solely of non-executive Directors and David
Warnock is the Chairman. The Board is responsible for the
effective stewardship of the Company’s affairs and has in place
a schedule of matters that it has reserved for its decision,
which is reviewed periodically.
The Board currently meets at least four times a year and at
each meeting the Board reviews the Company’s investment
reports of an operational nature. The Board monitors
compliance with the Company’s objectives and is responsible
for setting investment and gearing limits within which the
Manager has discretion to act, and thus supervises the
management of the investment Portfolios which is contractually
delegated to the Manager.
An investment management agreement between the Company
and its Manager, Columbia Threadneedle Investment Business
Limited, sets out the matters over which the Manager has
authority and the limits beyond which Board approval must be
sought. All other matters, including strategy, investment and
dividend policies, gearing and corporate governance procedures,
are reserved for the approval of the Board of Directors.
Division of Board Responsibilities
As an externally managed investment company, all the
Directors are non-executive and there are no employees. David
Warnock, as Chairman, is responsible for the leadership and
management of the Board and promotes a culture of openness,
challenge and debate. The Chairman sets the agenda for all
Board meetings under a regular programme of matters in
conjunction with the Company Secretary. There is a strong
working relationship with the Manager and the Investment
Manager and related personnel attended the meetings
throughout the year and reported to the Board. Discussions are
held in a constructive and supportive manner, with appropriate
challenge and strategic guidance and advice from the Board
whenever necessary, consistent with the culture and values.
Until his retirement following the AGM on 29 September 2022,
David Harris was the Senior Independent Director. From this date
Sue Inglis then agreed to become the Senior Independent Director
and acts as an experienced sounding board for the Chairman or
as an intermediary for shareholders. She also leads the annual
evaluation of the Chairman.
In order to enable them to discharge their responsibilities, all
Directors have full and timely access to relevant information.
Directors may, at the expense of the Company, seek
independent professional advice on any matter that concerns
them in the furtherance of their duties. No such advice was
taken during the year under review. The Company maintains
Under the Articles of Association of the Company, the number
of Directors on the Board may be no less than two and no more
than seven. Directors may be appointed by the Company by
ordinary resolution or by the Board. Any Director appointed by
and then be eligible for re-election by shareholders. The
Board has agreed that all Directors will retire annually and, if
appropriate, seek re-election.
Full details of the duties of Directors are provided at the time of
appointment. New Directors receive an induction from the Manager
on joining the Board, and all Directors are encouraged to attend
relevant training courses and seminars and receive regular updates
on the industry and changes to laws, regulations and best practice
including the AIC. All of the Directors consider that they have
All Directors are considered by the Board to be independent
of the Company’s Manager and the Board believes that each
Director is independent in character and judgement and that
they perform their duties at all times in an independent manner
and that there are no relationships or circumstances which are
likely to affect the judgement of any Director.
Directors’ Attendance During the Year Ended 31 May
2023
Board of
Directors
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
Marketing
Committee
No. of meetings 4 5 1 1 1
D Warnock 4 4 1 1 1
S Bevan
(1)
4 5 1 1 1
D Harris
(2)
2 2 1 1 –
S P Inglis 4 5 1 1 1
S M Longfellow 4 5 1 1 1
(1)
Appointed on 9 June 2022
(2)
Retired on 29 September 2022
In addition, during the year, meetings were held to approve the
interim dividends and also with respect to the annual share
conversion facility.
Composition and Succession
The composition of the Board and Committees together with
the experience of the members is set out on page 33. The
Company’s diversity and tenure policy is set out on page 32.
Report and Accounts 2023 | 43
Governance Report
A succession plan to allow for the retirement of the longer
serving Directors has been in progress over the last few
years and on 9 June 2022, a new non-executive Director
Shauna Bevan was appointed to the Board. An objective of the
and experience on the Board while changes were made, thereby
acting in the best interests of shareholders. The Report of
the Nomination Committee on page 44 sets out the process
carried out in respect of the appointment of Shauna Bevan as
a non-executive Director of the Company. Having served on the
Board since the launch of the Company in 2008, David Harris
retired following the conclusion of the AGM on 29 September
2022.
Board Evaluation and Effectiveness
During the year the performance of the Board and Committees,
including the performance of each individual Director and
the Chairman, was evaluated through a formal assessment
process, led by Sue Inglis, the Senior Independent
Director. This process involved consideration of completed
discussion of the points arising amongst the Directors.
Following this process, it was concluded that the performance
of each Director and the Chairman continues to be effective
and each remains committed to the Company and that the
Board oversees the management of the Company effectively
shareholders’ interests.
The conclusion from the assessment process was also that the
Audit Committee, Nomination Committee, Marketing Committee
and Management Engagement Committee were operating
effectively, with the right balance of membership, experience
and skills.
Audit, Risk and Internal Control
The Board has a well established and effective Audit Committee,
the report of which is set out on pages 46 to 49. There is an
explanation of the procedures under which risk is managed
and how the Board oversees the internal control framework
and determines the nature and extent of the principal risks
the Company is willing to take in order to achieve its long-
term strategic objectives. Details of the principal risks and
uncertainties are set out on pages 28 and 29 and further
information on the Company’s risk management and internal
control framework can be found on pages 47 to 48.
The report of the Audit Committee explains how the
independence and effectiveness of the external Auditor is
and Financial Statements, taken as a whole, presents a fair,
balanced and understandable assessment of the Company’s
position and prospects. The rationale for the Company not
having established its own internal audit function is also
explained in the report.
Relations with Shareholders and Other Stakeholders
Communication with the Company’s key stakeholders, who are
its shareholders, the Manager, bankers and other key service
providers, is set out on page 12.
Remuneration
Information on the remuneration arrangements for the non-
executive Directors of the Company can be found in the
Remuneration Report on pages 51 to 53 and in note 5 to the
The remuneration policy is explained on page 51 and that,
as non-executive Directors, their fees are set at a level
commensurate with the skills and experience necessary for
the effective stewardship of the Company and the contribution
towards the delivery of the investment objective. While there
are no executive Directors and no employees, shareholders
should expect that the fees paid to the Manager are aligned
with the Company’s purpose and values and the successful
delivery of its long-term strategy.
Share Capital and Companies Act 2006 Disclosures
Details of the Company’s share capital structure are set out on
page 35 and other Companies Act 2006 disclosures are
included on page 38.
By order of the Board
For Columbia Threadneedle Investment Business Limited
Company Secretary
Quartermile 4
7a Nightingale Way
Edinburgh EH3 9EG
31 July 2023
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44 | CT Global Managed Portfolio Trust PLC
Governance Report
Composition of the Committee
The Committee comprises the full Board and is chaired by
David Warnock. Shauna Bevan joined the Committee with effect
from 9 June 2022 when she was appointed as a non-executive
director. The Committee’s terms of reference can be found on
the website at ctglobalmanagedportfolio.co.uk
Role of the Committee
The primary role of the Nomination Committee is to review and
make recommendations with regard to Board structure, size and
the Company and the need to have a balance of skills, experience,
diversity (including gender, race, ethnicity, religion, sexual
orientation, age, physical ability, educational, professional and
socio-economic background), independence and knowledge of the
Company within the Board and ensuring succession planning is
carefully managed.
The Committee met on one occasion during the year and
considered matters such as:
• the size of the Board and its composition, particularly in
terms of succession planning and the experience and skills
of individual Directors and diversity of the Board as a whole;
• tenure;
• the appointment of a new Director and the re-appointment
of those Directors standing for re-election at the annual
general meeting;
• the criteria for future Board appointments and the methods
of recruitment, selection and appointment; and
• future retirement of Directors.
Diversity and Tenure
The Company’s Board diversity and tenure policy is shown
on page 32 and recruitment searches are open to a diverse
range of candidates. Other than the diversity targets set out in
the Listing Rules, the Directors have not set any measurable
objectives in relation to diversity of the Board and will always
appoint the best person for the role.
The Board believes that a Director’s tenure does not necessarily
reduce his or her contribution or ability to act independently
strength of investment company Boards where the characteristics
and relationships tend to differ from those of other companies.
However, the Board is committed to maintaining the highest levels
of corporate governance in terms of independence and given the
recent retirements from the Board, in future would expect that
Directors would normally serve for not more than nine years, but
Appointments and Succession Planning
Appointments of all new non-executive Directors are made
on a formal basis, using professional search consultants as
appropriate, with the Nomination Committee agreeing the selection
criteria and the method of recruitment, selection and appointment.
A succession plan, to allow for the retirement of the longer
serving Directors, has been in progress over the last few years.
The emphasis has been on ensuring the highest level of skills,
knowledge and experience of the Board and when recruiting
a new Director consideration is given to the current skills and
experience of the Board and the remaining tenure of each
Director. This assists in identifying the desired attributes of the
new Director and ensures that the Board continues to comprise
individuals with appropriate and complementary skills and
experience and continuity.
At the s a search for a new non-
executive Director was completed. An external search agency,
Cornforth Consulting (which has no connection to the Company
or the Directors), was engaged to assist with the process.
selection process took into consideration the applications
received and interviews with the short-listed candidates.
Following the recruitment process it was agreed to appoint
Shauna Bevan to the Board with effect from 9 June 2022.
David Harris, had served on the Board since the launch of the
Company in 2008 and had therefore served for more than nine
years. David Harris retired following the Annual General Meeting
held on 29 September 2022.
Committee Evaluation
The activities of the Committee were considered as part
of the Board appraisal process completed in accordance
with standard governance arrangements as summarised
on page 43. The conclusion from the process was that the
Committee was operating effectively, with the right balance of
experience and skills.
David Warnock
Chairman of the Nomination Committee
31 July 2023
Report of the
Nomination Committee
Report and Accounts 2023 | 45
Governance Report
Composition of the Committee
The Committee comprises the full Board and is chaired by
David Warnock. Shauna Bevan joined the Committee with effect
from 9 June 2022, when she was appointed as a non-executive
director. The Committee’s terms of reference can be found on
the website at ctglobalmanagedportfolio.co.uk
Role of the Committee
The Committee meets at least annually and its role is to review
the terms and conditions of the Manager’s appointment and
the services it and other key service providers provide and the
fees charged.
The Committee met on one occasion during the year.
Manager Evaluation Process and Re-appointment
Since the end of the year, the Committee has reviewed the
appropriateness of the Manager’s appointment. In carrying
out its review the Committee considered the past investment
performance of the Company and the skills, experience
and depth of the Manager’s team involved in managing the
Company’s assets and its ability to produce satisfactory
investment performance in the future.
Its performance is considered by the Board at every meeting,
with a formal evaluation by the Committee each year. For the
purposes of its ongoing monitoring, the Board receives reports
from the Manager on investment activity, attribution, gearing,
risk and performance. This allows the Board to assess the
management of the investment Portfolios against the Company’s
investment objective on an ongoing basis together with
performance against the Company’s key performance indicators.
The annual evaluation that took place in July 2023 included a
presentation from the Investment Manager and the Manager’s
Head of Investment Trusts. This included reporting on the
investment performance over the last year and its ability to
successfully deliver the investment strategy for shareholders.
The Manager also reported on the strength of its current
business, progress on the integration of its business with that
of Columbia Threadneedle Investments, the resources and
opportunities that can be expected as part of the enlarged
business and the continued support of the investment
trust business.
The Committee also considered the length of the notice period
of the investment management agreement and fees payable
to the Manager, together with the standard of other services
provided which include ESG, administration, marketing,
accounting and company secretarial services.
During the year, the Board and the Manager discussed the
appropriateness of the performance fee. This has been
payable to the Manager (in addition to an annual investment
management fee) if certain conditions were met and, in respect
assets of the relevant Portfolio. Over recent years, the use
of performance fees, which are often complicated and costly,
has reduced across the investment company sector and the
Board and the Manager were pleased to agree its cessation
with effect from 29 September 2022. Both the Board and
Manager believe this to be in shareholders’ best interests
and reduces the level of fees incurred by the
Company in the future. The last performance fee generated and
payable to the Manager was in the year to 31 May 2021.
Following this review, it was the Committee’s view that the
continuing appointment of the Manager on the terms agreed
was in the interests of shareholders as a whole. The Board
Committee Evaluation
The activities of the Committee were considered as part
of the Board appraisal process completed in accordance
with standard governance arrangements as summarised
on page 43. The conclusion from the process was that the
Committee was operating effectively, with the right balance of
experience and skills.
David Warnock
Chairman of the Management Engagement Committee
31 July 2023
Report of the Management
Engagement Committee
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Governance Report
Composition of the Committee
as a whole to have competence relevant to the sector in which
the Company operates and at least one member with recent
and relevant experience.
The Audit Committee is chaired by Sue Inglis who has recent
comprises the full Board. Shauna Bevan joined the Audit
Committee with effect from 9 June 2022, when she was
appointed as a non-executive director. These Directors
company
and investment experience of the Chairman of the Board, his
continued independence and valued contribution, the Audit
Committee considers it appropriate that he is a member.
Details of the members can be found on page 33 and the
Committee's terms of reference are available at the website
ctglobalmanagedportfolio.co.uk.
The performance of the Committee was evaluated as part of
the Board appraisal process.
Role of the Committee
The duties of the Audit Committee include ensuring the
statements, the risk management and internal controls process
and the terms of appointment and remuneration of the Auditor,
including its independence and objectivity. It also provides
a forum through which the Auditor reports to the Board of
Directors and meets at least twice a year including at least two
meetings with the Auditor.
The Audit Committee met on occasions during the year and
the attendance of each of the members is set out on page 42.
In the due course of its duties, the Committee had direct access
to the Auditor and senior members of the Manager’s Fund
Management, Investment Trust and Operational Risk Management
teams. Amongst other things, the Audit Committee considered and
reviewed the following matters and reported thereon to the Board:
• the annual and half-yearly results announcements, and
• the accounting policies of the Company and the allocation
of management expenses and interest costs between
capital and revenue;
• the principal and emerging risks and uncertainties faced
by the Company and the effectiveness of the Company’s
internal control and risk management environment;
• consideration of the assumptions underlying the Board’s
statements on going concern and viability;
• the effectiveness of the external audit process and any
related non-audit services and the independence and
objectivity of the Auditor, its re-appointment, remuneration
and terms of engagement;
• the audit tender process and selection of BDO LLP for
appointment by the Board;
• the policy on the engagement of the Auditor to supply non-
audit services and approval of any such services;
• the implications of proposed new accounting standards and
regulatory changes;
• the need for the Company to have its own internal audit
function;
•
service providers;
• whether the Annual Report and Financial Statements are
fair, balanced and understandable;
• the operational arrangements and performance of the
Manager and other third party service providers in terms of
business continuity; and
• the implications of the (EMEA)
by Columbia Threadneedle Investments in terms of the
integration of its systems, risk management and internal
control infrastructure with Columbia Threadneedle
Investments.
With regard to the change of ownership of BMO GAM (EMEA)
that took effect in November 2021, the Audit Committee has
systems and controls are unchanged and continued to operate
effectively throughout the year under review and thereafter
without any material change to the date of this report. The
integration of BMO GAM (EMEA) and Columbia Threadneedle
Investments is now well advanced, but the Audit Committee
continues to monitor it closely from a risk management and
internal control perspective.
Report of the Audit Committee
Report and Accounts 2023 | 47
Governance Report
During the preparation of both the half-yearly report for the six
month period ended 30 November 2022 and the Annual Report
and Financial Statements for the year ended 31 May 2023 the
Committee has considered the impact of the war in Ukraine
and macroeconomic and geopolitical concerns upon the risks,
operations and accounting basis of the Company. As noted
within Principal Risks and Uncertainties and Viability Statement
on pages 28 to 30 the Directors have reviewed the risk register
of the Company and agreed that the overall risk from some of
its principal risks remain heightened. Following the COVID-19
pandemic, most staff at the Manager have continued to
operate a “hybrid” working arrangement, sharing their working
arrangements for remote working are now well established
and t
that the Company continues to operate as normal with service
levels maintained.
The Board retains ultimate responsibility for all aspects relating
Responsibilities on page 54.
On broader control policy issues, the Committee has
Anti-Bribery and Anti-Corruption Operating Directive to which the
Manager’s employees are subject. The Board is responsible for
ensuring appropriate procedures and processes are in place to
enable issues of concern to be raised. The Committee has also
considered the Manager’s Whistleblowing Policy, under which
Risk Management
The Board has established an ongoing process designed
to meet the particular needs of the Company in managing
the risks to which it is exposed, consistent with the related
guidance issued by the Financial Reporting Council.
The Manager’s Operational Risk Management team provides
regular control reports to the Audit Committee and the Board
the Audit Committee and Board without delay.
For the management of risk, a key risk summary is produced
to help identify the risks to which the Company is exposed,
the controls in place and the actions being taken to mitigate
them. The Audit Committee and Board has a robust process for
considering the resulting risk control assessment and reviews
The Company’s principal risks and uncertainties and
their mitigations are set out on pages 28 and 29 with
additional information provided in notes 17 to 22 to the
consideration of the Viability Assessment and Statement on
page 30 was also fully considered and the Audit Committee
concluded that the Board‘s Statement was soundly based.
The period of years was also agreed as appropriate for the
reasons given in the Statement.
Internal Controls
The Board has overall responsibility for the Company’s systems
of risk management and internal control, for reviewing its
effectiveness and ensuring that risk management and internal
control processes are embedded in the daily operations, which
are managed by the Manager.
The Audit Committee has reviewed and reported to the Board
on these controls which aim to ensure that the assets of
the Company are safeguarded, proper accounting records
business and for publication is reliable.
compliance and overall risk management, is exercised by
the Audit Committee and the Board through regular reports
provided by the Manager. The reports cover investment
performance, attribution, compliance with agreed and regulatory
performance of the third party administrator of the Manager’s
savings plans and other relevant issues.
At each Board meeting, the Board monitors the investment
performance of the Company in comparison to its objective
Company’s activities since the last Board meeting to ensure
that the Manager adheres to the agreed investment policy and
approved investment guidelines and, if appropriate, approves
changes to such policy and guidelines.
The system of risk management and internal control is
designed to manage, rather than eliminate, risk and, by
its nature, can only provide reasonable, but not absolute,
assurance against material misstatement, loss or fraud.
Further to the review by the Audit Committee, the Board
has assessed the effectiveness of the Company’s internal
control systems.
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48 | CT Global Managed Portfolio Trust PLC
Governance Report
The assessment included a review of the Manager’s risk
management infrastructure and the Report on Internal Controls
in accordance with ISAE 3402 and AAF (01/20) for the year
to 31 October 2022 (the ‘ISAE/AAF Report’) that has been
prepared for its investment trust clients. The Audit Committee
to this date, there had been no material changes to the
opinion from independent reporting accountants KPMG LLP
(engaged by the Manager), it sets out the Manager’s control
environment and procedures with respect to the management
records. The effectiveness of these controls is monitored by
the Manager’s Group Audit and Compliance Committee which,
for the year to 31 October 2022, received regular internal audit
reports. Procedures are also in place to capture and evaluate
any failings and weaknesses within the Manager’s control
environment and those extending to any outsourced service
provider to ensure that action would be taken to remedy any
the Board. Any errors or breaches relating to the Company are
reported at each Audit Committee and Board meeting by the
Manager. No failings or weaknesses material to the overall
date of this report.
The Audit Committee also reviewed appropriate reports on the
no material exceptions.
The review procedures have been in place throughout the
Through the reviews and reporting arrangements set out
parties, the Audit
themselves that there were no material control failures or
exceptions affecting the Company's operations during the
The Audit Committee has reviewed the need for an internal
the Audit Committee and the Board have concluded that the
systems and procedures employed by the Manager provide
which safeguards shareholders’ investments and the Company’s
statements are audited by an external Auditor. An internal
unnecessary but this decision will be kept under review.
Audit Tender
As explained in the Report of the Audit Committee in the
Annual Report and Financial Statements to 31 May 2022, in
view of recent and proposed increases in audit fees, the Audit
Committee planned to undertake a competitive audit tender
‘KPMG’) or
any issue other than cost.
including KPMG, provided responses to the invitation to tender
and set out their proposed terms and offering. These proposals
were considered by the Audit Committee and matters including
the proposed audit approach, sector expertise, resourcing,
to this and following a meeting with the proposed team from
BDO LLP (‘BDO’) the Audit Committee recommended to the
Board that BDO be appointed as the Company’s Auditor for the
year to 31 May 2023. KPMG formally resigned as the Company’s
Auditor on 26 January 2023 and the Board then appointed BDO
to succeed KPMG as Auditor. BDO has carried out the audit for
the year to 31 May 2023 and shareholders will be asked to
approve its re-appointment at the forthcoming AGM.
Considered by the Audit Committee
In carrying out its responsibilities, the Audit Committee has
considered the planning arrangements, scope, materiality
levels and conclusion of the year ended 31 May 2023 external
considered by the Audit Committee are discussed in the table
on the following page.
The Audit Committee met in July 2023 to discuss the draft
Annual Report and Financial Statements, with representatives
of BDO and the Manager in attendance and BDO presented
their year-end report to the Audit Committee. At the conclusion
of the audit BDO did not highlight any issues to the Audit
BDO
55 to 60.
Non-audit Services
The Committee regards the continued independence of the
Auditor to be a matter of the highest priority. The Company’s
policy with regard to the provision of non-audit services by the
external Auditor ensures that no engagement will be permitted if:
• the provision of the services would contravene any
regulation or ethical standard;
• the Auditor is not considered to be expert providers of the
non-audit services;
Report and Accounts 2023 | 49
Governance Report
• the provision of such services by the Auditor creates a
• the services are considered to be likely to inhibit the
Auditor’s independence or objectivity as Auditor.
In particular, the Committee has a policy that the accumulated
costs of all non-audit services sought from the Auditor in any
one year should not exceed 30% of the likely audit fees for
that year and not exceed 70% of the average audit fee for the
previous three years.
In relation to the provision of non-audit services by the Auditor
it has been agreed that all non-audit work to be carried out
by the Auditor must be approved in advance by the Audit
Committee. In addition to statutory audit fees, the Auditor
received fees, excluding VAT, for non-audit services of £nil for
the year (2022: £nil).
Auditor Assessment, Independence and Appointment
The Audit Committee reviews the re-appointment of the Auditor
BDO‘s performance on the audit just completed.
As part of the review of Auditor independence and
effectiveness, BDO
of the Company and has complied with relevant auditing
standards. In evaluating BDO, the Audit Committee has taken
into consideration the standing, skills and experience of the
is
BDO provides effective independent challenge in carrying out
its responsibilities. BDO’s fee for the audit, excluding VAT, was
£49,500 (KPMG 2022: £42,760).
Following professional guidelines, the senior statutory auditor
Chris Meyrick, the current
the current year ended 31 May 2023, which was BDO's
year as Auditor. The Audit Committee also considered the
evaluation of BDO‘s audit performance through the Audit
Quality Review performed by the Financial Reporting Council.
On the basis of this assessment, the Audit Committee has
recommended the re-appointment of BDO to the Board.
Matter Action
Investment portfolio valuation
The Company’s Portfolios are invested
predominantly in listed securities. Errors in the
Portfolio valuations could have a material impact
on the Company’s net asset value per share.
The Board reviews the full Portfolio valuations at each Board meeting
Depositary. The Audit Committee reviewed the Manager’s annual ISAE/
AAF Report, as referred to on page 48, which is reported on by independent
external accountants and details the systems, processes and controls
application of exchange rate movements. The Manager has provided further
assurance that controls have operated satisfactorily since that date.
Misappropriation of assets
Misappropriation of the Company’s investments
or cash balances could have a material impact
on its net asset value per share.
The Audit Committee reviewed the Manager’s ISAE/AAF Report, as referred
to on page 48, which details the controls around the reconciliation of the
Manager’s records to those of the Custodian. The Audit Committee also
reviewed the Custodian’s annual internal controls report, which is reported
on by independent external accountants, and provides details regarding its
other matters, the safe custody of the Company’s assets for the periods
since implementation of AIFMD to 31 May 2023.
The Audit Committee read and discussed this Annual Report and Financial Statements and concluded that it is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s performance, objective and
strategy.
Sue P Inglis
Chairman of the Audit Committee
31 July 2023
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50 | CT Global Managed Portfolio Trust PLC
Composition of the Committee
The Committee was established on 19 July 2022 and
comprises the full Board and is chaired by Simon Longfellow.
The Committee’s terms of reference can be found on the
website at ctglobalmanagedportfolio.co.uk
Role of the Committee
The primary role of the Marketing Committee is to determine
the best way to reach potential investors and the broad
messages which should be used to attract them, to ensure
a consistent approach to marketing the Company, to make
recommendations to the Board in terms of marketing activities
and to review marketing papers and proposals submitted by the
Investment Manager prior to the Board agreeing any actions.
The Committee met on one occasion during the year it was
formed and will now meet at least twice a year, and considered
matters such as:
• marketing activity proposals from the Investment Manager;
• marketing reports from the Investment Manager;
• approval of the annual marketing budget and planned
activities;
• the Company’s website; and
• e.
Committee evaluation
The activities of the Committee were considered as part
of the Board appraisal process completed in accordance
with standard governance arrangements as summarised
on page 43. The conclusion from the process was that the
Committee was operating effectively, with the right balance of
experience and skills.
Simon Longfellow
Chairman of the Marketing Committee
31 July 2023
Report of the Marketing Committee
Governance Report
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Full details of the Company’s policy with regards to Directors’
fees, and fees paid during the year ended 31 May 2023, are
shown below. This shows all major decisions on Directors’
remuneration, and any substantial changes made during the
year relating to Directors’ remuneration, including the context in
which any changes occurred.
disclosures provided. Where disclosures have been audited
they are indicated as such. The Auditor’s opinion is included in
its report on pages 55 to 60.
The Board consists solely of independent non-executive
Directors. The Company has no executive Directors or
employees. The Board is responsible for determining the level
of Directors’ fees and will consider these at least annually.
A comprehensive review of comparative Directors’ fees is
considered in advance of each review.
Directors’ Remuneration Policy
The Company’s policy is that the remuneration of non-executive
Directors should be set at a level commensurate with the skills
and experience necessary for the effective stewardship of the
Company and the expected contribution of the Board as a whole,
fair and comparable to that of other investment companies that are
similar in size and have similar investment objectives. The policy
also provides for the Company‘s reimbursement of all reasonable
travel and associated expenses incurred by the Directors in
attending Board and Committee meetings, including those treated
The
Company is mindful of, and takes into account, the register of
Directors’ t when making decisions as to
Directors’ remuneration.
The Company has not received any views from its shareholders
in respect of the levels of Directors’ remuneration. It is
that shareholder approval of the policy is
sought at least every three years and this policy will be
put to shareholders for approval at the forthcoming AGM
(Resolution 2) and it is intended that the policy will continue for
the three-year period ending at the AGM in 2026.
The fees for the non-executive Directors are determined within
the limits set out in the Company’s Articles of Association. The
present limit is £150,000 per annum in aggregate and may not
be changed without seeking shareholder approval at a general
The non-executive Directors are engaged under letters of
appointment and do not have service contracts. Each Director has
a letter of appointment setting out the terms and conditions of his
or her appointment and such letters are available for inspection at
The dates on which each Director was appointed to the Board
are set out under their biographies on page 33. The terms of
appointment provide that a Director shall retire and be subject
appointment. Directors are thereafter obliged to retire periodically
and, if they wish, to offer themselves for election, by shareholders
at the third Annual General Meeting after the Annual General
Meeting at which last elected. However, in accordance with the
recommendations of the UK Code and the AIC Code, the Board
has agreed that all Directors will retire annually and, if appropriate,
seek re-election. All the Directors were last elected or re-elected at
the AGM held on 29 September 2022 and will stand for re-election
at the AGM on 28 September 2023. There is no notice period and
no provision for compensation upon termination of appointment.
Voting at Annual General Meeting on Directors’
Remuneration Policy
The Directors’ Remuneration Policy was last approved by
shareholders at the Company’s Annual General Meeting held
on 24 September 2020. 95.0% of votes were in favour of the
resolution and 5.0% were against.
Annual Statement
2
the amounts paid to Directors increased by £1,500 per annum
for the Chairman, £1,350 per annum for the Audit Committee
Chairman and £1,150 per annum for each of the other Directors.
It was also agreed that the amount paid to the Marketing
Committee Chairman would be £27,300 per annum.
Future Policy Table
Following a review of the level of Directors’ fees for the year to
31 May 2024, the Board concluded that the amounts paid to
Directors would increase by approximately 5% and therefore
by £1,600 per annum for the Chairman, £1,400 per annum for
the Audit Committee Chairman and the Marketing Committee
Chairman and £1,250 per annum for the other Director.
2024 will be as follows:
Director
31 May
2024
£
31 May
2023
(1)
£
31 May
2022
(1)
£
Chairman
Audit Committee chairman
Marketing Committee chairman n/a
Director
(1)
Actual Directors’ remuneration for the years ended 31 May 2023 and 31 May
2022 respectively.
Directors’ Remuneration Report
52 | CT Global Managed Portfolio Trust PLC
Governance Report
Annual Report on Directors’ Remuneration
Directors’ Emoluments for the Year (Audited)
the years ended 31 May 2023 and 2022 and can expect to receive the fees indicated for 2024 as well as reimbursement for
expenses necessarily incurred. No other forms of remuneration were paid during the year.
Fees for services to the Company (audited)
Fees
(audited)
(1)
(audited)
Total
(audited)
Anticipated
fees
(2)
Director
31 May
2023
£
31 May
2022
£ % change
(3)
31 May
2023
£
31 May
2022
£ % change
31 May
2023
£
31 May
2022
£ % change
31 May
2024
£
D Warnock (Chairman)
(4)
132 – +
C S McGill
(4)
n/a n/a n/a – n/a n/a n/a n/a
S L Bevan
(5)
n/a n/a 443 n/a n/a n/a n/a
D Harris
(6)
n/a
S P Inglis – –
S M Longfellow
(7)
Total + +
(1)
Comprises amounts reimbursed for expenses incurred in carrying out business for the Company, which have been grossed up to include PAYE and NI contributions.
(2)
Fees expected to be payable to the Directors during the year ended 31 May 2024
(3)
The percentage changes shown are impacted by a number of changes in the composition of the Board and roles of the directors.
(4)
C S McGill was the Chairman until he retired following the AGM on 30 September 2021. D Warnock was then appointed Chairman.
(5)
Appointed on 9 June 2022.
(6)
Retired on 29 September 2022.
(7)
Appointed on 14 July 2021 and as Chairman of the Marketing Committee on 19 July 2022.
Annual Percentage Change
The table below sets out the annual percentage change in fees
for each Director who served in the year under review.
Director
2023
(audited)
%
2022
(audited)
%
2021
(audited)
%
D Warnock
(1)
(1)
S L Bevan n/a
(2)
n/a n/a
S P Inglis
(3)
S M Longfellow
(4)
n/a n/a
(1)
Appointed as Chairman on 30 September 2021
(2)
Appointed as a non-executive director on 9 June 2022
(3)
Appointed as Chairman of the Audit Committee on 24 September 2020
(4)
Appointed as a non-executive director on 14 July 2021 and Chairman of the
Marketing Committee on 19 July 2022
Relative Importance of Spend on Pay
The table below shows the actual expenditure during the year in
other expenses and shareholder distributions:
31 May
2023
£
31 May
2022
£
Change
%
excluding performance fee
Quarterly dividends paid to
shareholders (relating to the year)
(1)
Aggregate cost of Growth shares
repurchased – n/a
(1)
While the annual dividend increased by 8.3% from 6.65p to 7.20p per Income
share, the cost of the dividend increased by 12.4% due to the issuance of new
Income shares during the year to 31 May 2023.
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Directors’ Shareholdings (Audited)
uirement under the Company’s Articles of
Association for the Directors to hold shares in the Company.
in the shares of the Company at 31 May 2023 (all of which
31 May 2023 31 May 2022
Director
Income
Shares
Growth
Shares
Income
Shares
Growth
Shares
S L Bevan n/a n/a
S P Inglis
S M Longfellow – –
D Warnock
(Chairman)
There have been no changes in the Directors’ interests in the
shares of the Company between 31 May 2023 and 31 July
2023.
Company Performance
31 May 2023, the total return (assuming all dividends are
reinvested) to Income shareholders and Growth shareholders
compared to the total return on the FTSE All-Share Index.
This index was chosen for comparison purposes as it is the
Company’s benchmark. An explanation of the performance
of the Company is given in the Chairman’s Statement and
Investment Manager’s Review.
Share Price Total Return and the FTSE All-Share Index
Total Return (Rebased to 100 at 31 May 2013)
Source: Refinitiv Eikon
Voting at Annual General Meeting on Annual
Remuneration Report
At the Company’s last Annual General Meeting, held on
29 September 2022, shareholders approved the Directors’
Remuneration Report in respect of the year ended 31 May
2022. 92.0% of votes were in favour of the resolution and
8.0% were against.
An ordinary resolution for the approval of this Annual Report
on Directors’ Remuneration will be put to shareholders at the
forthcoming Annual General Meeting (Resolution 3).
On behalf of the Board
David Warnock
Chairman
31 July 2023
Index
Income share price total return
FTSE All-Share Index total return
Growth share price total return
100
120
140
160
180
200
220
240
May-13 May-14 May-15 May-16 May-17 May-18 May-19 May-20 May-21 May-22 May-23
54 | CT Global Managed Portfolio Trust PLC
Governance Report
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 law
and regulations.
with UK accounting standards, including FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the
true and fair view of the state of affairs of the Company and
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable UK accounting standards have
been followed, subject to any material departures disclosed
• assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
• use the going concern basis of accounting unless they
operations, or have no realistic alternative but to do so.
transactions and disclose with reasonable accuracy at any
Act 2006. They are responsible for such internal control as they
statements that are free from material misstatement, whether
due to fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Report of the
Directors, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and
the Company’s website. Legislation in the UK governing the
differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in Respect of
the Annual Report and Financial Statements
•
applicable set of accounting standards, give a true and fair
loss of the Company;
• the Strategic Report and the Report of the Directors 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 the
Company faces; and
• we consider the Annual Report and Financial Statements,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Company’s position and performance, business
model and strategy.
On behalf of the Board
David Warnock
Chairman
31 July 2023
Statement of Directors’ Responsibilities
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Independent Auditor’s Report
to the members of CT Global Managed Portfolio Trust PLC
• give a true and fair view of the state of the Company’s affairs as at 31 May 2023 and of its return for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102
The
Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Board of Directors on 2 February 2023 to audit
engagement is one year, covering the year ended 31 May 2023. We are independent of the Company in accordance with the
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included:
• Evaluating the appropriateness of the Directors’ method of assessing going concern in light of market volatility and the present
uncertainties in economic recovery by reviewing the information used by the Directors in completing their assessment;
judgements made in the forecasts, and scenarios considered, assessing them for reasonableness. In particular, we considered
the prior year for reasonableness;
• Checking the accuracy of historical forecasting by agreeing to actual results; and
• In addition to the procedures above, we reviewed the Directors assessment of the likelihood of the resolution to continue the
Company being approved by shareholders as well as the related disclosures presented.
56 | CT Global Managed Portfolio Trust PLC
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add
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.
Overview
Key audit matters 2023
Materiality
Set separately for Income shares portfolio and Growth shares portfolio
£0.59m and £0.88m based on 1% of Net assets for Income shares portfolio and Growth shares
portfolio respectively
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
Key audit matters
in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
Key audit matter
How the scope of our audit addressed the key audit
matter
Valuation and
ownership of
quoted investments
Refer to page 46
(Audit Committee
Report), page
66 (accounting
policy) and pages
disclosures)
The investment portfolios at the year-end
We considered the valuation and ownership
audit area as the investments also represent
of the principal activity of the entity.
Whilst we do not consider their valuation
estimation or judgement, there is a risk
investments held by the Company are
investments as at the year end.
There is also a risk that errors made in the
recording of investment holdings result in the
the Company.
For these reasons and the materiality of the
as a whole, we considered this to be a key
audit matter.
We responded to this matter by testing the valuation and
We performed the following procedures:
•
• Assessed if there were contra indicators, such as
most appropriate indication of fair value by considering
the realisation period for individual holdings;
regarding all investments held at the balance sheet
date; and
• Recalculated the valuation by multiplying the number
of shares held per the statement obtained from the
custodian by the valuation per share.
Key observations:
Based on our procedures performed we did not identify
any matters to suggest the valuation or ownership of the
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Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
materiality as follows:
2023
£m
Income shares Growth shares
Materiality 0.59 0.88
Basis for determining materiality 1% of Net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key measure of performance for
Performance materiality 0.44 0.66
Basis for determining performance
materiality
75% of materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality applied was set after having considered a
number of factors including the expected total value of likely misstatements.
We also determined that for Revenue return on ordinary activities before tax, a misstatement of less than materiality for the
Company’s performance of income generated from its investments after expenses. As a result, we determined materiality for these
items to be £0.20m, based on 5% of Revenue return on ordinary activities before tax. We further applied a performance materiality
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £29k and £44k for
Income shares and Growth shares porfolios respectively. We also agreed to report differences below these thresholds that, in our
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider
of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
We have nothing to report in this regard.
58 | CT Global Managed Portfolio Trust PLC
Corporate governance statement
the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate.
Other Code provisions • Directors’ statement on fair, balanced and understandable;
risks;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems; and
• The section describing the work of the audit committee
Other Companies Act 2006 reporting
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
•
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
In the light of the knowledge and understanding of the Company and its environment obtained in
Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
received from branches not visited by us; or
agreement with the accounting records and returns; or
Responsibilities of Directors
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
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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,
Extent to which the audit was 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 material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in which it operates;
• Discussion with management and those charged with governance; and
• Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations,
AIC Code of Corporate Governance, industry practice represented by the AIC SORP, the applicable accounting framework, and the
losing various deductions and exemptions from corporation tax.
Our procedures in respect of the above included:
regulations;
• Reviewing minutes of meetings of those charged with governance throughout the period for instances of non-compliance with
laws and regulations; and
to retain its Investment Trust status.
Fraud
Our risk assessment procedures included:
• Obtaining an understanding of the Company’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; and
Based on our risk assessment, we considered the areas most susceptible to be revenue recognition and management override of
controls.
60 | CT Global Managed Portfolio Trust PLC
Our procedures in respect of the above included:
• Recalculating investment management fees in total;
• Consideration of the appropriateness of the allocation of net assets and return generated between share classes and revenue
and capital;
appropriately accounted for as revenue or capital;
• Analysis of the population of dividend receipts to identify any unusual items that could indicate a capital distribution, for
example where a dividend represents a particularly high yield; and
were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance
with laws and regulations throughout the audit.
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, misrepresentations or through collusion. There are inherent limitations
in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
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
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.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Edinburgh, UK
31 July 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Report and Accounts 2023 | 61
Financial Report
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Notes
Revenue
2023
£’000
Capital
2023
£’000
Total
2023
£’000
Revenue
2022
£’000
Capital
2022
£’000
Total
2022
£’000
10 Losses on investments – (13,698) (13,698) –
Foreign exchange losses – (5) (5) – (2) (2)
3 Income 5,019 – 5,019 –
4 Investment management fee (293) (730) (1,023) (322) (818)
5 Other expenses (689) – (689) (723) – (723)
4,037 (14,433) (10,396)
6 Finance costs (95) (143) (238) (61) (92) (153)
Return on ordinary activities before tax 3,942 (14,576) (10,634)
7 Tax on ordinary activities (11) – (11) (14) – (14)
Return attributable to shareholders 3,931 (14,576) (10,645)
9 Return per Income share – basic and diluted 7.96p (18.16p) (10.20p)
9 Return per Growth share – basic and diluted – (14.51p) (14.51p) –
are prepared under guidance published by The Association of Investment Companies.
Segmental analysis, illustrating the two separate Portfolios of assets, the Income Portfolio and the Growth Portfolio, is shown in
All revenue and capital items in the Income Statement derive from continuing operations.
The accompanying notes on pages 66 to 87
Income Statement
For the Year ended 31 May
62 | CT Global Managed Portfolio Trust PLC
Financial Report
Notes
Income
shares
2023
£’000
Growth
shares
2023
£’000
Total
2023
£’000
Income
shares
2022
£’000
Growth
shares
2022
£’000
Total
2022
£’000
Fixed assets
10 Investments at fair value 64,183 82,360 146,543
64,183 82,360 146,543
Current assets
11 Debtors 198 68 266 697 95 792
Cash at bank and on deposit 3,002 5,610 8,612
3,200 5,678 8,878
Creditors
12 Amounts falling due within one year (3,650) (518) (4,168) (303)
Net current (liabilities)/assets (450) 5,160 4,710 (182)
Creditors
12 Amounts falling due in more than one year (5,000) – (5,000) –
Net assets 58,733 87,520 146,253
Capital and reserves
13 Called-up share capital 3,247 2,500 5,747
14 Share premium 1,917 428 2,345 – – –
14 Capital redemption reserve 1,760 1,553 3,313 257 365 622
14 2022 special reserve 29,588 29,581 59,169
14 2008 special reserve 19,422 14,930 34,352
14 Capital reserves (853) 38,528 37,675
14 Revenue reserve 3,652 – 3,652 –
15 Shareholders’ funds 58,733 87,520 146,253
15 Net asset value per share (pence) 116.41p 230.12p
Company Number: SC338196
Approved by the Board and authorised for issue on 31 July 2023 and signed on its behalf by:
David Warnock, Director.
The accompanying notes on pages 66 to 87
Balance Sheet
As at 31 May
Report and Accounts 2023 | 63
Financial Report
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Notes
Income
shares
2023
£’000
Growth
shares
2023
£’000
Total
2023
£’000
Income
shares
2022
£’000
Growth
shares
2022
£’000
Total
2022
£’000
16 Net cash from operations before dividends and interest (775) (1,006) (1,781)
Dividends received 3,409 1,556 4,965
Interest received 70 169 239 1 9 10
Interest paid (220) – (220) (181) – (181)
2,484 719 3,203 (280)
Investing activities
Purchases of investments (9,793) (5,367) (15,160)
Sales of investments 9,690 6,174 15,864
(103) 807 704 (685)
2,381 1,526 3,907 583 (965) (382)
Financing activities
8 (3,441) – (3,441) –
Proceeds from issuance of new shares 2,049 446 2,495
Share conversion – Income to Growth (155) 155 – (212) 212 –
Share conversion – Growth to Income 619 (619) – 173 (173) –
Shares purchased to be held in treasury – (1,827) (1,827) – – –
(928) (1,845) (2,773)
1,453 (319) 1,134 (491)
1,549 5,929 7,478
Cash and cash equivalents at the end of the year 3,002 5,610 8,612
Represented by:
Cash at bank and short-term deposits 3,002 5,610 8,612
The accompanying notes on pages 66 to 87
Cash Flow Statement
For the Year ended 31 May
64 | CT Global Managed Portfolio Trust PLC
Financial Report
Income shares
Notes
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2022 4,596 – 257 29,588 18,980 8,109 3,162 64,692
13
share issuance expenses
132 1,917 – – – – – 2,049
13 Share conversion 22 – – – 442 – – 464
13
Cancellation of deferred shares
(1,503) – 1,503 – – – – –
Transfer of net income from Growth to Income
Portfolio
– – – – – – 1,187 1,187
Transfer of capital from Income to Growth Portfolio – – – – – (1,187) – (1,187)
8 Dividends paid – – – – – – (3,441) (3,441)
Return attributable to shareholders – – – – – (7,775) 2,744 (5,031)
As at 31 May 2023 3,247 1,917 1,760 29,588 19,422 (853) 3,652 58,733
Growth shares
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2022 3,692 – 365 29,581 17,199 44,142 – 94,979
13
share issuance expenses
18 428 – – – – – 446
13 Share conversion (22) – – – (442) – – (464)
13 Cancellation of deferred shares (1,188) – 1,188 – – – – –
Transfer of net income from Growth to Income
Portfolio
– – – – – – (1,187) (1,187)
Transfer of capital from Income to Growth Portfolio – – – – – 1,187 – 1,187
Shares purchased for treasury – – – – (1,827) – – (1,827)
Return attributable to shareholders – – – – – (6,801) 1,187 (5,614)
As at 31 May 2023 2,500 428 1,553 29,581 14,930 38,528 – 87,520
Total
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2022 8,288 – 622 59,169 36,179 52,251 3,162 159,671
share issuance expenses
150 2,345 – – – – – 2,495
Share conversion – – – – – – – –
Cancellation of deferred shares (2,691) – 2,691 – – – – –
Shares purchased for treasury – – – – (1,827) – – (1,827)
8 Dividends paid – – – – – – (3,441) (3,441)
Return attributable to shareholders
– – – – – (14,576) 3,931 (10,645)
Total Company as at 31 May 2023
5,747 2,345 3,313 59,169 34,352 37,675 3,652 146,253
The accompanying notes on pages 66 to 87
Statement of Changes in Equity
For the Year ended 31 May
Report and Accounts 2023 | 65
Financial Report
Governance Report Auditor's Report Notice of Meeting Other InformationStrategic ReportOverview Financial Report
Income shares
Notes
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2021 4,459 27,608 256 – 19,017 12,373 3,053 66,766
13
share issuance expenses
140 1,980 – – – – – 2,120
Share conversion (2) – – – (37) – – (39)
Cancellation of deferred shares (1) – 1 – – – – –
Transfer of net income from Growth to Income
Portfolio
– – – – – – 644 644
Transfer of capital from Income to Growth Portfolio – – – – – (644) – (644)
Share premium cancellation – (29,588) – 29,588 – – – –
8 Dividends paid – – – – – – (3,155) (3,155)
Return attributable to shareholders – – – – – (3,620) 2,620 (1,000)
As at 31 May 2022 4,596 – 257 29,588 18,980 8,109 3,162 64,692
Growth shares
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2021 3,586 26,599 365 – 17,162 56,514 – 104,226
13
share issuance expenses
104 2,982 – – – – – 3,086
Share conversion 2 – – – 37 – – 39
Cancellation of deferred shares – – – – – – – –
Transfer of net income from Growth to Income
Portfolio
– – – – – – (644) (644)
Transfer of capital from Income to Growth Portfolio – – – – – 644 – 644
Share premium cancellation – (29,581) – 29,581 – – – –
Return attributable to shareholders – – – – – (13,016) 644 (12,372)
As at 31 May 2022 3,692 – 365 29,581 17,199 44,142 – 94,979
Total
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£000
2022
special
reserve
£000
2008
special
reserve
£000
Capital
reserves
£000
Revenue
reserve
£000
Total
shareholders’
funds
£000
As at 31 May 2021 8,045 54,207 621 – 36,179 68,887 3,053 170,992
share issuance expenses
244 4,962 – – – – – 5,206
Share conversion – – – – – – – –
Cancellation of deferred shares (1) – 1 – – – – –
Share premium cancellation – (59,169) – 59,169 – – – –
8 Dividends paid – – – – – (3,155) (3,155)
Return attributable to shareholders – – – – – (16,636) 3,264 (13,372)
Total Company as at 31 May 2022 8,288 – 622 59,169 36,179 52,251 3,162 159,671
The accompanying notes on pages 66 to 87
Statement of Changes in Equity – continued
For the Year ended 31 May
66 | CT Global Managed Portfolio Trust PLC
Financial Report
1. Accounting Policies
A summary of the principal accounting policies adopted is set out below.
(a) Basis of accounting and going concern
and Transparency Rules of the Financial Conduct Authority, Financial Reporting Standards (FRS 102) and the Statement of
Recommended Practice (SORP) “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by The
The analysis showing the two separate Portfolios of assets attributable to
the Income shares and Growth shares is disclosed to assist shareholders’ understanding, but is addition
2023.
Regulated Stock Exchange and in most circumstances, including in the current market environment, are expected to be readily realisable.
The Board has considered the Company’s principal risks and uncertainties and other matters, and has considered a number
of stress tests and scenarios which considered the impact of severe stock market volatility on shareholders’ funds and
meet its liabilities. The Directors also have a reasonable expectation that, at the forthcoming AGM, the Company’s shareholders
will support the resolution, that the continuation of the Company be approved.
As such, and in light of the controls and review processes in place and the operational robustness of key service providers, and
bearing in mind the nature of the Company’s business and assets and revenue and expenditure projections, the Directors believe
Presentation of the Income Statement
which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income
Statement. The net revenue return is the measure the Directors believe to be appropriate in assessing the Company’s compliance
nearest thousand except where otherwise indicated.
Notes to the Financial Statements