Date: 27 November 2013
Contact: Julian Cane
F&C Management Limited
020 7628 8000
Audited Statement of Results
for the year ended 30 September 2013
Highlights
· Dividend increased for the twentieth consecutive year
· Total dividends for the year will be 9.45 pence per share, an increase of 5.0%, inclusive of the fourth interim dividend payable on 31 December 2013.
· Net asset value total return for the year of 17.7%
· Share price total return for the year of 16.4%, with the shares continuing to trade at a premium to net asset value.
Summary of results
Attributable to shareholders |
30 September 2013 |
30 September 2012 |
% Change |
|
|
|
|
Net asset value per share |
251.40p |
222.01p |
13.2 |
|
|
|
|
Revenue return per share |
11.26p |
10.01p |
12.5 |
|
|
|
|
Dividends per share |
9.45p |
9.00p |
5.0 |
|
|
|
|
Share price |
252.50p |
225.50p |
12.0 |
Net asset value total return |
17.7% |
18.4% |
n/a |
Share price total return |
16.4% |
14.1% |
n/a |
The Chairman, commenting on the results, said:
It is now five years since the Global Financial Crisis, when the outlook for all forms of investment looked as grim as it has for a century. In the interim, we have witnessed Central Banks around the world develop and implement a series of monetary policies that are without precedent. One of the consequences of these has been the rise in stock markets from which your Company has benefitted handsomely. We have been living in an environment where it has seemed that traditional virtues such as saving have been counter-productive, while borrowing and speculating has been richly rewarded. Over the last five years, it has not paid to hold your assets in cash. Instead, a steady flow of liquidity into markets has propelled the prices of riskier assets such as equities ever higher. For you, as shareholders of this Company, this has been a golden period in equity markets. In the meantime, the economy has been rather feeble. It has limped along, supported by low borrowing costs, facing a headwind of austerity. Now, though, things are looking up in the real economy. We might not be a tiger or a lion yet, but a small tabby perhaps.
This raises the uncomfortable question of whether the unorthodox monetary policy showing in your local cinema is coming to an end. Early reports of its demise sent markets into a tailspin in May, and delayed the introduction by the Federal Reserve of the so called 'taper', which has become market jargon for taking the foot off the monetary accelerator, even if only a little. For your fund manager Julian Cane, the biggest challenge of the year ahead will be balancing the likelihood of somewhat more conventional monetary conditions with a stronger economy.
Performance
Turning to the current year, it has been another good period in absolute terms with NAV per share total return (including dividends) being 17.7% and the share price total return (including dividends) being 16.4% as the premium to the NAV shrank marginally. In relative terms the message is mixed, with your Company lagging the All-Share total return index of 18.9%, but outperforming the FTSE 350 High Yield Index, which generated a total return of 16.8%. This sometimes happens in companies which serve two masters: the quest for income calls for some compromise in pursuing growth opportunities. This was a year in which that was the case. The Board views the performance in the last year as satisfactory, but we really focus more on the long term numbers, as the short term has a lot of statistical noise surrounding it. Since Julian started managing the portfolio 15 years ago, total return (with dividends reinvested) of the share price has been 208%, of the NAV 159%, of the All-Share 138% and of the High Yield 182%. It is important to note that these returns have all been achieved despite the portfolio displaying risk well below that of the various indices, suggesting that your fund manager is effective at getting a 'good bang for his buck'.
Income Account
Our income rose by 12.6%, reflecting a rise in both ordinary and special dividends from the portfolio of 15.3%. Corporate balance sheets in general remain healthier than the broad economy but earnings have been set back by the sluggish environment. By contrast, dividends have continued upwards and our portfolio has benefitted from the generally robust environment as well as from several individual holdings which are high income payers of a more specialist nature. These include companies like Carador and CATCo, originally bought for their income characteristics but also able to generate capital return for the portfolio.
Income from the option writing strategy this year amounted to £261,000. As last year, the opportunities for a conservative investor to take advantage of high option premia were scotched by the relatively low volatility of markets. In general, the higher the volatility, the higher the price of an option and the more attractive it is to write. Despite the uncertainties in the world, stock market volatility has been remarkably subdued.
So far this year, we have paid three dividends amounting to 6.45 pence. We are proposing to pay a fourth dividend of 3.0 pence to give a total for the year of 9.45 pence, an increase of 5% over what we paid in 2012. As usual, this will be paid as an interim rather than final dividend, which means we can pay it at the end of the calendar year rather than wait for shareholder approval at the AGM in February. This is not regarded by the guardians of corporate governance as best practice, as you do not get to vote on the matter, but it does reflect feedback from you as a group emphasising the attraction of quarterly dividend receipts. If there are alternative views, please let me know.
At the end of the first year of the Company's life in 1993, a dividend of 3.4 pence was paid. The current year's dividend represents an increase of 178% since launch, or 5.24% per annum, and is the 20th consecutive year of dividend growth. This rate of increase is well in excess of inflation, with the CPI rising by 53.3% over the same period (2.15% per annum). By comparison, the dividend from the All-Share Index has risen by 101% (3.55% per annum) over the same period. Given the objectives of the fund, which emphasise the goal of generating a sustainable dividend growing modestly in real terms, this is a sterling achievement.
Premium/Discount
Most investment trusts have to live with a discount to net asset value. Your Company has traded at a discount from time to time, but in the past year on only 19 days. Instead, the shares have traded at a premium, another of the consequences of the monetary policies I described earlier in that the yield on our shares is very attractive relative to cash and it comes with some growth thrown in for good measure. In order to meet demand for our shares as well as to limit the premium, we have issued 1,500,000 shares in the past year. These were all issued above NAV, to ensure that existing shareholders suffer no dilution. Both discounts and premia are evidence of market inefficiency, as the underlying holdings of the Company are readily realisable and the NAV requires very little subjective judgement. For this reason, we remain prepared to issue shares as well as to buy them back, should market conditions change.
As usual, at the AGM in February, we will be asking for authority to issue further shares without pre-emption rights equal to 10% of the Company's shares in issue at the date of this report. These can only be issued at a premium which takes into account the need not to dilute existing shareholders. We believe this is in your interest and urge you to support it.
Shareholder Survey
I reported last year following our shareholder survey that there was general satisfaction with the investment policy we were pursuing. If any improvement was called for it was for more income and more growth but without more risk - the holy grail of investment. Your Board has continued to think about these issues during the year and I wanted to share some of these thoughts with you.
Peer Group
There are a number of trusts offering some combination of income and capital growth. Some use more leverage than we do; some invest heavily in smaller companies; some invest significant percentages overseas; some use derivatives actively. Your Company is generally at the conservative end of the spectrum with regard to all the wrinkles our industry uses to 'enhance' returns. This is not because your fund manager is not up to the job of using these instruments. Rather, we believe that your interests are best served by a clear strategy which does not change but which delivers, over time, a stream of income growing in real terms at a moderate level of risk while still generating decent capital returns, all of this predominantly from investments in the UK market.
Marketing Strategy
With the advent of the Retail Distribution Review (RDR) at the start of this year, the cost of investing in unit trusts is beginning to fall and you will in theory see more clearly what makes up the costs of an investment. Your Company has always been both transparent and stingy with its costs - after all, this is your money, and we are confident that we can continue to be competitive with both open and closed ended funds. This is an area which receives a lot of the Board's attention. Because we recognise that the competitive landscape for the investor pound is changing as a result of RDR, representing good value alone is not enough, and we are encouraged that the manager is investing in the website and in building a clear marketing message and strategy for your Company.
Gearing
During the year, we have put in place a 5 year loan facility for £20 million on very attractive terms. This will enhance the income account as the cost of borrowing is lower than the dividend income. We also have a short term borrowing facility of £15 million which has not been invested and which will only be deployed in the event that markets suffer a setback leading to cheaper valuations. The ability to manage the balance sheet like this is one of the key competitive advantages of an investment trust over a unit trust but we are treading cautiously as we do not want to become dependent on gearing to generate increases in net income. We have put these facilities in place because we think the investment case is strong. Were it to weaken, we would unscramble the gearing and live with the consequences for the income account.
Governance Matters
Regulation
The main regulatory dish of the day is the Alternative Investment Fund Manager Directive ("AIFMD"). This is a piece of EU legislation which was designed to bring hedge funds and private equity into some sort of regulatory oversight. Unfortunately, it has caught investment trusts in its net. However vocal one may feel about this directive, and it should be said that there are costs for shareholders and no discernible benefits, we are saddled with it. For your Company, the costs are expected to be relatively modest at about one basis point or £24,000.This will be paid to an organisation called a depositary, which is in effect a rebranding of the custodian who will now be required to perform more oversight of our investments.
The Board has agreed in principle that F&C will be appointed as the Alternative Investment Fund Manager ("AIFM") for the purposes of ensuring compliance under AIFMD from July 2014. There will be additional reporting and disclosure requirements for the Board and the Manager, and we are grateful that the Manager will absorb those parts of the cost which apply to F&C.
Board
The succession plan put in place by my predecessor, Pen Kent, continues to roll along, and this year we are very pleased to have appointed Sharon Brown to the Board. She is an Accountant who was until recently the Finance Director of Dobbies Garden Centres, a formerly listed business now owned by Tesco. The plan is that Sharon will take over from Jim Norton as the Chair of the Audit Committee when he retires at the AGM in February. She will stand for election at the AGM and I hope that she will have your support.
Jim Norton has left an indelible stamp on your Company in his twelve years on the Board, and as Chairman of the Audit Committee for eight years. He has been diligent in his role, as you would expect, but has also kept us at the forefront of thinking about risk, governance and best practice across the spectrum as they relate to investment trusts. I would like to record the Board's gratitude to Jim for his contribution over the years - shareholders could not have been in better hands during a period of considerable upheaval in both accounting practice and markets.
Continuation Vote
The fact that we are still here is evidence of the passage of our continuation vote at the last AGM, and I thank you all for your support, which resulted in a vote in favour of continuation of 98.29%.
AGM
The Annual General Meeting will take place on Wednesday 12th February 2014 at the Company's registered office, Exchange House, Primrose St, London EC2 at noon. I encourage all shareholders to attend. As has become customary, Julian will be making a presentation on the investment scene, and the whole Board will be present to answer any questions you may have. The business of the AGM this year is mostly routine, with nothing to frighten the horses, although you will be asked to approve our remuneration policy. This is a requirement under a new set of rules known as narrative reporting, which is supposed to simplify the information we give you, but seems nonetheless to require more reporting rather than less. Our remuneration policy is relatively uncontroversial as we are wholly non-executive and have an ample peer group against which to draw comparisons. We aim to be somewhere in the middle of that peer group, bearing in mind always that we must be competitive in order to attract candidates of calibre as we refresh the Board.
Outlook
The year ahead looks a lot brighter than any since 2008. Nevertheless, structural problems remain, with debt simply having been reshuffled from the private to the public domain. As yet, inflation remains subdued, although current policies seem designed to ignite it. Short term interest rates will be low for the foreseeable future, even as the economy speeds up a little. These are unusual times. As I said at the start of this statement, navigating these perilous waters is a serious matter and the year ahead is going to require some skilled helmsmanship.
Steven Bates
Chairman
27 November 2013
Income Statement
for the year ended 30 September |
2013 |
2012 |
||||
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
|
|
|
|
|
|
|
Gains on investments and derivatives |
- |
25,281 |
25,281 |
- |
23,037 |
23,037 |
Foreign exchange losses |
(9) |
(483) |
(492) |
(10) |
(178) |
(188) |
Income |
11,191 |
- |
11,191 |
9,940 |
- |
9,940 |
Management fee |
(463) |
(463) |
(926) |
(392) |
(392) |
(784) |
Other expenses |
(534) |
(10) |
(544) |
(692) |
(9) |
(701) |
Net return before finance costs and taxation |
10,185 |
24,325 |
34,510 |
8,846 |
22,458 |
31,304 |
Finance costs |
(199) |
(199) |
(398) |
(82) |
(82) |
(164) |
Net return on ordinary activities before taxation |
9,986 |
24,126 |
34,112 |
8,764 |
22,376 |
31,140 |
Taxation on ordinary activities |
(45) |
- |
(45) |
(49) |
- |
(49) |
Net return attributable to shareholders |
9,941 |
24,126 |
34,067 |
8,715 |
22,376 |
31,091 |
|
|
|
|
|
|
|
Return per share - pence |
11.26 |
27.32 |
38.58 |
10.01 |
25.69 |
35.70 |
The total column of this statement is the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations.
A statement of total recognised gains and losses is not required as all gains and losses of the Company have been reflected in the above statement.
Reconciliation of Movements in Shareholders' Funds
for the year ended 30 September 2013 |
|
|
|
|
|
|
|
|
|
Share |
Capital |
|
|
|
Total |
|
Share |
premium |
redemption |
Special |
Capital |
Revenue |
shareholders' |
|
capital |
account |
reserve |
reserve |
reserves |
reserve |
funds |
|
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
|
|
|
|
|
|
|
|
Balance at 30 September 2012 |
21,971 |
92,250 |
4,146 |
4,434 |
64,789 |
7,522 |
195,112 |
Movements during the year ended 30 September 2013 |
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(8,210) |
(8,210) |
Ordinary shares issued |
375 |
3,364 |
- |
- |
- |
- |
3,739 |
Net return attributable to Shareholders |
- |
- |
- |
- |
24,126 |
9,941 |
34,067 |
Balance at 30 September 2013 |
22,346 |
95,614 |
4,146 |
4,434 |
88,915 |
9,253 |
224,708 |
for the year ended 30 September 2012 |
|
|
|
|
|
|
|
|
|
Share |
Capital |
|
|
|
Total |
|
Share |
premium |
redemption |
Special |
Capital |
Revenue |
shareholders' |
|
capital |
account |
reserve |
reserve |
reserves |
reserve |
funds |
|
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
£'000s |
|
|
|
|
|
|
|
|
Balance at 30 September 2011 |
21,452 |
88,374 |
4,146 |
4,434 |
42,413 |
6,471 |
167,290 |
Movements during the year ended 30 September 2012 |
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(7,664) |
(7,664) |
Ordinary shares issued |
519 |
3,876 |
- |
- |
- |
- |
4,395 |
Net return attributable to shareholders |
- |
- |
- |
- |
22,376 |
8,715 |
31,091 |
Balance at 30 September 2012 |
21,971 |
92,250 |
4,146 |
4,434 |
64,789 |
7,522 |
195,112 |
Balance Sheet
at 30 September |
|
2013 |
|
2012 |
|
£'000s |
£'000s |
£'000s |
£'000s |
Fixed assets |
|
|
|
|
Investments |
|
232,570 |
|
197,312 |
Current assets |
|
|
|
|
Debtors |
4,472 |
|
580 |
|
Cash at bank and short-term deposits |
8,183 |
|
5,587 |
|
|
12,655 |
|
6,167 |
|
Creditors: amounts falling due within one year |
|
|
|
|
Loans |
- |
|
(7,967) |
|
Other |
(517) |
|
(400) |
|
|
(517) |
|
(8,367) |
|
Net current assets/(liabilities) |
|
12,138 |
|
(2,200) |
Total assets less current liabilities |
|
244,708 |
|
195,112 |
Creditors :amounts falling due in more than one year |
|
|
|
|
Loans |
|
(20,000) |
|
- |
Net assets |
|
224,708 |
|
195,112 |
Capital and reserves |
|
|
|
|
Share capital |
|
22,346 |
|
21,971 |
Share premium account |
|
95,614 |
|
92,250 |
Capital redemption reserve |
|
4,146 |
|
4,146 |
Special reserve |
|
4,434 |
|
4,434 |
Capital reserves |
|
88,915 |
|
64,789 |
Revenue reserve |
|
9,253 |
|
7,522 |
Total shareholders' funds |
|
224,708 |
|
195,112 |
|
|
|
|
|
Net asset value per ordinary share - pence |
|
251.40 |
|
222.01 |
Cash Flow Statement
for the year ended 30 September |
|
2013 |
|
2012 |
|
£'000s |
£'000s |
£'000s |
£'000s |
Operating activities |
|
|
|
|
Investment income received |
10,429 |
|
9,455 |
|
Interest received |
26 |
|
15 |
|
Other revenue |
19 |
|
54 |
|
Premium from option writing |
261 |
|
399 |
|
Fee paid to management company |
(885) |
|
(762) |
|
Fees paid to Directors |
(110) |
|
(100) |
|
Other payments |
(466) |
|
(586) |
|
Net cash inflow from operating activities |
|
9,274 |
|
8,475 |
Servicing of finance |
|
|
|
|
Interest paid |
(404) |
|
(180) |
|
Net cash outflow from the servicing of finance |
|
(404) |
|
(180) |
Financial investment |
|
|
|
|
Purchases of investments and derivatives |
(55,917) |
|
(33,567) |
|
Sales of investments and derivatives |
43,848 |
|
41,937 |
|
Other capital charges |
(9) |
|
(10) |
|
Net cash (outflow)/inflow/ from financial investment |
|
(12,078) |
|
8,360 |
Equity dividends paid |
|
(8,210) |
|
(7,664) |
Net cash (outflow)/inflow before use of liquid resources and financing |
|
(11,418) |
|
8,991 |
Management of liquid resources |
|
|
|
|
Increase in short-term deposits |
|
(2,650) |
|
(5,326) |
Financing |
|
|
|
|
Loans drawn/(repaid) |
11,577 |
|
(6,909) |
|
Shares issued |
2,464 |
|
4,409 |
|
Net cash inflow/(outflow) from financing |
|
14,041 |
|
(2,500) |
Net (decrease)/increase in cash |
|
(27) |
|
1,165 |
Notes
1 Return per ordinary share
Revenue return
The revenue return per share of 11.26p (2012: 10.01p) is based on the revenue return attributable to shareholders of £9,941,000 profit (2012: £8,715,000 profit).
Capital return
The capital return per share of 27.32p (2012: 25.69p) is based on the capital return attributable to shareholders of £24,126,000 profit (2012: £22,376,000 profit).
Total return
The total return per share of 38.58p (2012: 35.70p) is based on the total return attributable to shareholders of £34,067,000 profit (2012: £31,091,000 profit).
Weighted average ordinary shares in issue
Both the revenue and capital returns per share are based on a weighted average of 88,294,679 (2012: 87,096,700) ordinary shares in issue during the year.
2 Dividends
The Directors have declared a fourth interim dividend in respect of the year ended 30 September 2013 of 3.00 pence per share, payable on 31 December 2013 to all shareholders on the register at close of business on 6 December 2013.
3 Financial risk management
The Company is an investment company, listed on the London Stock Exchange, and conducts its affairs so as to qualify in the United Kingdom ("UK") as an investment trust under the provisions of section 1158 of the Corporation Tax Act 2010. In so qualifying, the Company is exempted in the UK from corporation tax on capital gains on its portfolio of investments.
The Company's investment objective is to secure long-term capital and income growth from a portfolio consisting mainly of FTSE All-Share companies. The Company can also have exposure to leading overseas companies, with the value of the non-UK portfolio not exceeding 10% of the Company's gross assets. In pursuing this objective, the Company is exposed to financial risks which could result in a reduction of either or both of the value of the net assets and the profits available for distribution by way of dividend. These financial risks are principally related to the market (currency movements, interest rate changes and security price movements), liquidity and credit. The Board, together with the Manager, is responsible for the Company's risk management. The Directors' policies and processes for managing the financial risks are set out in (a), (b) and (c) below.
The accounting policies which govern the reported Balance Sheet carrying values of the underlying financial assets and liabilities, as well as the related income and expenditure, are in compliance with UK accounting standards and best practice. The Company does not make use of hedge accounting rules.
(a) Market risks
The fair value of equity and other financial securities including derivatives held in the Company's portfolio fluctuates with changes in market prices. Prices are themselves affected by movements in currencies and interest rates and by other financial issues, including the market perception of future risks. The Board sets policies for managing these risks within the Company's objective and meets regularly to review full, timely and relevant information on investment performance and financial results. The Manager assesses exposure to market risks when making each investment decision and monitors ongoing market risk within the portfolio.
As up to 10% of the Company's gross assets can be invested in non-UK assets, other assets and liabilities may be denominated in currencies other than sterling and may also be exposed to interest rate risks. The Manager and the Board regularly monitor these risks. The Company does not normally hold significant cash balances. It is not the Board's general policy to borrow in currencies other than Sterling and Euros. Any such borrowings would be limited to amounts and currencies commensurate with the portfolio's exposure to those currencies, thereby limiting the Company's exposure to future changes in foreign exchange rates.
A description of derivative positions, which are also exposed to market price changes, together with the Manager's and Board's strategies for using these positions for efficient portfolio management, is contained in this note under "Other market risk exposures". The exposure on the Company's positions at 30 September 2013 amounted to £nil (30 September 2012 - £nil).
Gearing may be short or long-term in foreign currencies and enables the Company to take a long-term view of the countries and markets in which it is invested without having to be concerned about short-term volatility.
Income earned in foreign currencies is converted to sterling on receipt. The Board regularly monitors the effects on net revenue of interest earned on deposits and paid on gearing.
Other market risk exposures
The portfolio of investments, valued at £232,570,000 at 30 September 2013 (2012: £197,312,000) is exposed to market price changes. The Manager assesses these exposures at the time of making each investment decision. The Board reviews the overall exposures at each meeting against indices and other relevant information. Derivative contracts entered into during the year comprise options written in the expectation that they will not be exercised.
(b) Liquidity risk
The Company is required to raise funds to meet commitments associated with financial instruments and share buybacks. These funds may be raised either through the realisation of assets or through increased borrowing. The risk of the Company not having sufficient liquidity at any time is not considered by the Board to be significant, given: the number of quoted investments held in the Company's portfolio (81 at 30 September 2013 and 78 at 30 September 2012); the liquid nature of the portfolio of investments; the industrial and geographical diversity of the portfolio; and the existence of an ongoing loan and overdraft facility agreement. Cash balances are held with approved banks, usually on overnight deposit. The Manager reviews liquidity at the time of making each investment decision. The Board reviews liquidity exposure at each meeting.
The Company has a loan facility with State Street Bank and Trust Company of £35 million.
(c) Credit risk and counterparty exposure
The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid, or to pay for securities which the Company has delivered. Such transactions must be settled on the basis of delivery against payment (except where local market conditions do not permit).
Responsibility for the approval, limit setting and monitoring of counterparties is delegated to the Manager and a list of approved counterparties is periodically reviewed by the Board. Broker counterparties are selected based on a combination of criteria, including credit rating, balance sheet strength and membership of a relevant regulatory body. The rate of default in the past has been negligible. Cash and deposits are held with approved banks.
The Company has an ongoing contract with its custodian for the provision of custody services. The contract is reviewed regularly. Details of securities held in custody on behalf of the Company are received and reconciled monthly.
To the extent that the Manager carries out management and administrative duties (or causes similar duties to be carried out by third parties) on the Company's behalf, the Company is exposed to counterparty risk. The Board assesses this risk through regular meetings with the management of F&C (including the fund manager) and with the Manager's internal audit function. In reaching its conclusions, the Board also reviews the Manager's parent group's annual audit and assurance faculty report.
None of the Company's financial liabilities are past their due date or impaired.
4 Annual general meeting
The annual general meeting will be held at the registered office of the Company, Exchange House, Primrose Street, London EC2A 2NY on Wednesday 12 February 2014 at 11.30 a.m.
5 Report and accounts
The report and accounts for the year ended 30 September 2013 will be posted to shareholders and made available on the website www.fandccit.com shortly. Copies may also be obtained from the Company's registered office, Exchange House, Primrose Street, London EC2A 2NY.
By order of the Board
F&C Management Limited, Secretary
27 November 2013
Principal risks
Like all businesses, the Company faces risks and uncertainties. Most of the Company's principal risks, and its opportunities, are market related and no different to those of other investment trusts investing primarily in listed markets. The principal risks and uncertainties faced by the Company, and its mitigation approach, are described below:
Objective and Strategy
Risk description: Inappropriate objective and strategy in relation to investor demands in a rapidly changing financial services and savings market. Failure to manage discount/premium within limits agreed by the Board.
Mitigation: The Board regularly reviews the Company's position within the Investment Trust industry and with respect to sector peers. It maintains, with the support of the House Broker, good intelligence on market demand for the Company's shares. The Board considers strategic issues at each Board meeting and carries out an in depth review annually.
Investment policy and gearing
Risk description: Inappropriate asset allocation, sector and stock selection and use of gearing and derivatives leading to investment underperformance.
Mitigation: Investments are primarily in a diversified spread of FTSE All-Share companies. Investment policy and performance are reviewed with the Fund Manager at each Board meeting, along with the monitoring of cash and borrowing levels as well as options written. The Board approves all borrowing facility agreements and has set, and monitors, limits on gearing and option writing.
Management resource, stability and controls
Risk description: The Company has no employees and therefore all of its operational functions are delegated to service providers. The Manager is the main service provider and its failure to continue operating effectively could put in jeopardy the business of the Company.
Mitigation: The Board meets regularly with the senior management of the Manager and reviews the Manager's appointment annually. Control reports are provided by the Manager's Internal Audit function. The Board has access to publicly available information, including the financial statements of its publicly-listed parent company, indicative of its financial position and performance. The contract can be moved at six months' notice.
Service providers
Risk description: Administrative errors, fraud or control failures by or between service providers could be damaging to the interests of investors and the Company. Loss of customer or other business critical information either directly by the Manager or by service providers through cyber attack or business continuity failure.
Mitigation: The Board receives regular reports from the Manager on its oversight of providers of services relating to investments settlement and record keeping and to administration of the F&C Savings Plans. Such regular oversight includes: audit site visits; technical compliance monitoring; service delivery meetings including key performance indicators; and detailed reviews and investigation of complaints, errors and breaches. The Manager also has arrangements in place to limit risks from safe custody and counterparty failures and reports regularly to the Board in that regard. The Board regularly receives reports from the Manager's Internal Audit and Risk Management functions as well as examining reports with respect to both Manager and service providers.
Statement of Directors' Responsibilities in Respect of the Financial Statements
In accordance with Chapter 4 of the Disclosure and Transparency Rules the Directors confirm, in respect of the annual report for the year ended 30 September 2013 of which this statement of results is an extract, that to the best of their knowledge:
· the financial statements have been prepared in accordance with applicable UK generally accepted accounting standards, on a going concern basis, and give a true and fair view of the assets, liabilities, financial position and return of the Company;
· the annual report includes a fair review of the development and performance of the Company and the important events that have occurred during the financial year and their impact on the financial statements;
· the Strategic Report and Directors' Report describe the principal risks and uncertainties for the forthcoming financial year; and
· the financial statements and the Directors' Report include details on related party transactions.
On behalf of the Board
Steven Bates
Chairman
27 November 2013