The Responsibilities As An Institutional Shareholder Section Below Describes The Company’s Approach to Managing Its Investments, Including Esg Matters.
Business Ethics
Board diversity
Responsibilities as an Institutional Shareholder
Aspects of Research Include An Appraissal of Social, Ethical and Environmentally Responsible Investment Policies.
. The company’s policy is, where approprity, to enter into engine with an investee company in order to commit, and allow the infantylic toodunodunoid.
The company has a process in place that where they that the inverted director, on behalf of the company, has voted agestee company resolution, it is reported to the board.
Company, as described about.
Corporate and Social Responsibility
Then, then
The Company Does Not Purchase Electricity, Heat, Steam or COOLING for ITS Own Use Nor Does It has Responsibility for Any Other Emissions Producing Sources.
Review of the Business
A Review of the year and comments on the future outlook is provided in the chairman’s statement on page 7.
During the year undear review, the assets of the company we invested in accountance with the company’s incision policy.
During the year the company’s net assets have increase from ￡ 169.6m to ￡ 171.6m and at 31st December 2019 The Net Asset Value Perine Was 2275.2p.
Key Performance Indicators
The Board is Prived with Detailed Information on the Company’s Performance at every Meeting. Key Performance Indicators Are:
Shareholders’ Funds Equity Return
The Five Years Ended 31st December 2019 Shareholders’ Funds Increased by 47.5% Compared with A Rise of 18.8% by the FTSE All-Share Index.
Dividends Per Ordinary Share
The topal division per order of the problem, the proposed is 32.25p (2018: 31.50p).
ONGOING CHARGE
The ONGoing CHARGE Shows the Efficience of Control of Management Costs.
Year Ended 31st December 2019 WAS 0.47% (2018: 0.48%).
Principal Risks
Note 18 to the Financial statements on page 49.
Additional Key Risks Identify by the Company, Together with the Board’s Approach in Dealing with them are as follows
discount increasing.
Is Being MaintAINED. The Board Also Reviews A Schedule of Regulatory Risk Items At Meetings In Order to Monitor and take action to addRess any regusteory changes.
These and Other Risks Facing The Company Are ReviewEwed Regularly by the Audit and Compliance Committee and The Board.
Section 172 statement
, The Investment Director.
Factoring Stakeholders into Princidal Decisions
The Need to MainTain A Reputation for High Standards of Business Conduct and the NEED to Act Fairly Between The MEMBERS of the Company.
Viability statement
And mitigate risk.
Shareholder communication
The chairman of the board, the investment diary and all other directors.
Company’s Directors and Employees
The number of directors and employees during the year was 5 (2018: 5).
2019 2018
The StrateGIC Report was approvd by the board and sign that
S. J. B. Knott, Director
21ST February 2020
Report of the Directors
The Directors have pleasure in submitting their file-seventh annual report, Together with Audited FINCIAL Statements in Respect of the Year Ended 31st December 2019.
Directors
The Directors Who Served During During the Year Wee as Follows:
DR David Bramwell
David Best
DR Andrew Hosty
2016. These Experiers and his current work with other operating companies that andRew can contribute to a range of Business Matters Over awide Spectrum of End Markets.
Jonathan roper
RISK Committee.
Simon Knott
Simon Has Served As Investment Manager of the Company Since 1983 Focusing on Uk Smaller Companies.
Dividends
Holders of Ordinary Shares for The Year of 32.25p Per Ordinary Share (2018: 31.50p).
Substantial Shareholdings
The company has received notification to 18th february 2020, in accountance with chapter 5 of the disclosure and transparency, and of the follow vitalTS:
The company has chosen to set out in the stature report all information related to the above. Section 992 Companies Act 2006 DisClosusures
Details of the Company’s Capital Structure and Voting Rights Are Given On Page 1 of this Document and In Note 47 of the Financial Statements.
Corporate Governance
Full Details Are Given in the Corporate Governance Statement on Pages 18 to 20. The Corporate Governance Statement Forms PART of This Directors’ Report.
SPECIAL Business at the Annual General Meeting
The Notice of the Annual General Meeting to be help.
That is Already in Place.
The Companies Act 2006 and listing rules.
members.
Directors’ Remuneration Report
Administic & Secretarial Agreement
Disclosure of information toumitor
So far as each diary at the date of approval of this report is aware:
Going Concern
General
No polical contributions have ben made during the year.
The Company Purchaases Liability Insurance Covering The Directors and Officeers of the Company.
In accountance with section 489 of the companies act 2006, a resolution proposing the reappointment of begbies as the computer will be put to the annual general meiting.
The Directors’ Report was approvd by the board and size on its behalf by:
Dr d. M. Bramwell, Chairman
21ST February 2020
Corporate Governance Statement
AIC CODE
Setting Out Additional Provisions on Issues that are of Specific Relevance to Investment Companies.
The Board Considers that reporting aginst the principles and provisions of the aic code, which has endorse by the finncil prives movement test
Operation of the board of diaryctors
Page 15, DemonStrate a Breadth of Investment, Commercial and Professional Experience.
THE BOARD.
Investment Policy As Stated on Page 1.
The furtherance of their duties, to take independent propractal advice, if necessary, at the company’s expense.
The Directors, Their Roles and Atendance Records Are As Follows:
In the year, there are 6 Board Meetings and 2 Board Committee Meetings. Mr Knott is not a member of the Either Committe But Does Atntings that.
Independence of the Directors
ConflicTs of interest
ConflicTs of interest.
To Continue to Review All Notify Situations on a Regular Basis.
Nominations and reminals
TO Identify Any Gaps in the Current Board’s Knowledge and Experience Which Will Be used to support the Successing Planning.
Also Reviews the Composition of the Board and Manages The Recruitment Process for New Directors.
FURTHER DETAILS of the Works of the Commitee Given on Page 24.
Board and Director Evaluation
The indiDuals within them.
To the role.
In order to prevent "overboarding", any significant external commitSERTMITMITMENTS Require the Prior Consent of the Board.
Tenure of directors
No Director is or WAS MATERILLY Interest in Any Contract Subsisting or At the end of the year that was significant in related.
Then, then
The company is committed to ensuring that Vacancies arise are flyd by the best qualified candidates and recography that of diversity in the composition of the building.
RISK Management and Internet Control
AdDition, The Day-to-Day Administration and Accounting Functions Are Carried Out by the Administrator and Reports Are Submitted Regularly.
Reasonable and not absolute assured attainst Loss.
Audit and Compliance Community
Responsibilities Include Reviewing The Company’s Annual and Half Yearly Results, Together with the Supporting Documentation.
This committee Also Reviews the Performance of Key SUPPLIERS and TheReFore The Board has decide to eastablish a sections.
FURTHER DETAILS are given in the report of the audit and compliance committee on pages 21 to 23. Statement of Compliance
The Directors Consider that during the year ended 31st December 2019 The Company has complied with all the relevisions set out in the aic code.
This corporate Governance Statement was approvd by the board and sign its behalf:
Dr d. M. Bramwell, Chairman
21ST February 2020
Report of the Audit and Compliance Committee
Role of the Audit and Compliance Community
The Audit and Compliance Committee’s Main Functions Are As Follows:
* To Monitor the International Financial Control and Risk Management Systems On Which the Company Is Reliant.
Composition of theumit and compliance committee
And Markets’ Experience and the Fact that he was independent on appointment.
Significant issues and risks
The value of the invertfolio is a significant risk factor; however, all inVests can be device market prices.
Investment portfolio is regulaly reconciled to the Custodian’s records and that reconciliation is also reviewed by the auditor.
The Company’s Half-Yearly Report is approvd by the audit and compliance committee prior to publication and is also review by the auditor.
Internet Controls
The following are the key components which the company has in Place to proviective internal control:
Time. The Audit and Compliance Committee Has Also Agreed to Keep Such A Requirement Under Review.
External Audit Process
In Addition, At Least ONCE A Year, The Audit and Compliance Community has any an optionunity to discuss any aspect of the auditor in the absented.
After Each Audit, The Audit and Compliance Committee Will Review The Audit Process and consider ites effectiveness.
AUDITOR AsSessment and Independence
The Fees for Audit Purposes Were ￡ 16,500 (2018: ￡ 16,500).
Work to be carriced by theum ititor must be approved by theumittetee in advance.
Begbies is best placed to provide the them on a count-effective basis. The features for non-the audit services are not considered material in the content of the finance state.
Independence
Disclosure of incormation to the auditor
Then, then
Conclusion
The Audit Committee Has Reviewed The Matters withIn ITS TERMS of Reference and Reports As Follows:
D. M. Best, Director
Chairman, Audit and Compliance Committee
21ST February 2020
Directors’ Annual Remuneration Report
INTRODUCTION
Directors’ Remuneration Is Not Conditional Upon the Resolution BEING PASSED.
The committee is chaired by j. B. Roper and the Other Members are dra D. M. Bramwell, D. M. Best and DR A. J. Hosty.
Directors’ Remuneration as a Single Figure (Audited)
No payments of other types prescribed in the relevach as long-testive plans ("LTIPS") OR PENSIONS and Pension-Related Benefits WERE MADE.
No Other Remuneration or Compensation was paid or payable by the company during the year to anyurrent or former directors.
SALARY Excluding Discretionary Bonus) ￡ 319,500 (￡ 319,500).
Statement of Directors’ Shareholdings and Share Interests (Audited)
No Changes in the Directors’ Interests Shown ABove Have Occurred Since 31st December 2019.
Performance Graph and Ceo Remuneration Table
CEO Remuneration Table
The Above Bonuses Were of a Discretionary Nature and So No Percentage Against A Maximum Payable Has Been Shown.
Significance of spend on pay
Service Contracts and Letters of Appointment
LTIPS, PENSION or Profit-Related Pay Arrangements with Any of the Directors.
There are letters of appointment for four non-sportive diamm:
Director date
DR D. M. Bramwell (Chairman) 5th April 2016
D. M. Best 5th April 2016
DR A. J. Hosty 1st Jury 2017
J. B. Roper 5th April 2016
There is a written memorandum setting out the terms of the contract of service for s. J. B. KNott; there are still subsequenta vary.
No Terms or Notice Periods Are Set Out in Any Terms of Appointment of Any of the Directors; All Directors Are Subjects to Annual Re-Electio’s Annual Meseting.
The Company’s Policy On Directors’ Remuneration
No Changes to the Policy are proposed and the ach is REStated in Full Below.
INTRODUCTION
Activities and size of the company.
Fee for acting as a director of the company but is removeted seaPaTely in Respect of his executive roles.
of the Executive Director Except as Noted Above. The Company Also Provides’ Liability Insurance.
FUTURE POLICY TABLE
The tables belW Summarise the various elements of the remuneration packages of the directors.
Investment Director
Chairman and non-executive dia fees’ fees
Notes:
No director is entitled to receive any pension provision.
There is no maximum or minimum application to elemed of the inverted director’s remuneration pack.
APPROACH to recruitment remuneration
Statement of Consideration of Employment Conditions Elsewhere in the Company
It is intended that the directors’ reMuneration Policy Will Continue to Apply from its Approval at the 2020 Annual General Meeting UNNUAL General Meeting in 2023.
Illustration of Application of Remuneration Policy
It is extended that no bonus will be payable for performance in line with expectations and a maximum bonus of 20% of salary would be payable.
Voting at annual General Meeting
A binding order resolution approving the directors’ remuneration policy was approved on 30th march 2017. The votes kast we as follows:
Remuneration Policy
Annual report on directors’ remuneration
Summarises, as applicable, for the year ended 31st December 2019:
J. B. Roper, Director
Chairman, nominations and remuneration commonte
21ST February 2020
Statement of Directors’ Responsibilities
Responsible For Safeguarding The Assets of the Company and Hence Taking Reasonable Steps for the Prevention of Fraud and Other Irregularities.
The Directors Confirm that to the best of their knowledge:
Dr d. M. Bramwell, Director
S. J. B. Knott, Director
21ST February 2020
Independent Auditor’s Report
To the MEMBERS of Rights and Issues Investment Trust PLC
Opinion
In OUR OPINION The Financial Statements:
Basis for opinion
OUR OTHER ETHICAL Responsibilities in Accordance with These Requirements.
We Believe that theumit Evidence we have object is sufficient and appropr ass.
Conclusions related to principal risks, Going Conceern and Viability Statement
Key Audit Matters
Forming OUR OUREINION theREON, and we do not provides a sections of the matches.
Audit and Directing the Efforts of the Engagement Team:
Based on the work we performed, we have no matcheders to report to the audit committee. Overview of the scope of our audit
Controls and Changes in the Business Environment, when assession the level of work to be performed. There is no significant Changes in our approach from the previous year.
Our Application of Materiality
Statement which is 10% of the network.
Asked us to set a sectionaliality level for the revenue column of ￡ 200,000.
in the Financial statements.
Other Information
Is a a a a a a a a a the we are required to report the report in this regard.
Opinion on Other Matters Prescriped by the Companies Act 2006
In our options, BASED on the Work Undertaken in the Course of the Audit:
Matters on Which We Are Required to Report by Exception
We have nothing to report in Respect of the Follow Matters in Relation to Which the Companies Act 2006 Requires us to report to you if, in our operation:
Responsibilities of Directors
is allSARY to Enable the Preparation of Financial Statements that are free from missTatement, when it due to fraud or error.
To CEASE Operations, or have no realistic alternative but to do so so.
Auditor’s Responsibilities for the Audit of the Financial Statements
The Economic Decisions of Users Taken on the Basis of the Financial Statements.
For the Prevention and Detection of Fraud Rests with Those Chargend with the Governance and Management of the Entity.
Explanation as to What Extent The Audit Was Considered Capable of Detecting Irregularities Including Fraud
OUR APPROACH WAS As Follows:
Use of this report
Or for the opinions we have formed.
Other Matters Which We are required to address
The non-audit services prohibited by the FRC’s Ethical Standard Were PROVIDED to the Company and We Remain Independent in CONDUCTING OUR AUDIT.
Jeremy Staines (Senior Statutory Auditor)
For and behalf of begbies
9 bonhill Street
London
Chartered accountns and Statutory Auditor
21ST February 2020
Statement of comprehensive income
for the year ended 31st December 2019
The Profit for the Year Disclosed ABove Represes the Company’s Total Comprehensive Income. The Company Does NOT ANY OTHER COMPREHENSIVE Income.
All it ites in the above statement are this of the single entity and derive from continump operations. No operations we acquired or discontinued during the year.
The Notes On Pages 40 to 50 Form PART of the Financial Statements.
Balance Sheet
AS AT 31ST December 2019
The Notes On Pages 40 to 50 Form PART of the Financial Statements.
The Financial Statements Were Approved by the Board and Authoriv for Isue on 21ST February 2020. They We Signed on its Behalf By:
Dr d. M. Bramwell, Director
S. J. B. Knott, Director
Company Registration Number: 00736898
Statement of Changes in Equity
for the year ended 31st December 2019
The Notes On Pages 40 to 50 Form PART of the Financial Statements.
Statement of cash flows
for the year ended 31st December 2019
The Notes On Pages 40 to 50 Form PART of the Financial Statements.
Notes to the Financial Statements
for the year ended 31st December 2019
1. Accounting Policies
Basis of accounting
of the sorp.
Invultance with IFRS 10 (Investment Entities ADEENTS), The Company Measures ITS SUBSIDIDIARY AT FAIR VALUGH PROFIT and DOES NOT CONSOLIDATE IT.
The follow new and amnded Standards are effective this year and have ben adopted although they have no material impact on the Financial statements.
INCOME
Dividend Income Is Included in the Financial Statements on the ex-dividend date. All other income is included
On an acruals basis.
Expenses
All expenses are account for on an account an account.
Except as follows:
Taxation
Are Not Liable for Taxation on Capital Gains.
Dividends
DIVIDENDS PAYABLE to Shareholders Are RECOGNINISED When ARE PAID.
Cash and cash equivalents
Cash Comprises Cash in Hand and DEPOSITS Payable On Demand. Cash Equivalents Are Short-Term Highly Liquid
Investments that are readily connected to known amounts of cash.
Investments
Investments are classify as fair value through propit or Loss as the Company’s Business Is Investing in Financial
Assets with a view to propiting from their total return in the form of interest, dividednds or capital geowth.
Costs in Relation to the Purchase or Sale of Investments.
All inVestments, classify as fair value through propit or loss, are further categorised into the follow fair value hierarchy:
Level 1 -Unadjusted PriceS Quoted in Active Markets for Identical Assets and Liabilities.
Level 3 -having inputs for the asset or liability that are not base on observable data.
fair value.
Unquoted Investments are valued by the board at fair value using the International Private Equity and Venture Capital Valuration Guidelines.
2019 2018
2. Income ‘000 ￡’ 000
Income from Investments
Franked Investment Income 3,150 3,599
Other Operating Income
Deposit interters 9 20
Total Income 3,159 3,619
Income from Investments
Uk Equity Listed 2,689 3,226
AIM Traded 461 373
Delisted Stock–
Dividend from Subsidial—
3,150 3,599
3. Other Expenses
2019 2018
￡ ‘000’ 000
Staff Costs (Note 4) 368 374
NON-EXECUTIVE DIRECTORS ‘Fees 94 90
Administic fees 119 136
Auditor’s Remuneration
-Emit 17 17
-Diew of the Half Yearly Report 4 4 4
-Other Services to the Company and Its Subsidiaaries 6 1
Secretarial Services 42 42
Other 153 149
803 813
Capital Expense 68 59
871 872
Auditor’s Other Services are comprised of tax compliance services and the directors do not consider that the provision of this non-afFECTS the Industrial OF the Auditity.
2019 2018
￡ ‘000’ 000
WAGES and SALALIES 320 320
Social Security Costs 48 54
368 374
Number number
The Average Number of Staff Employed by the Company Was 1 1
￡ ‘000’ 000
Directors’ Emolumeents 414 410
414 410
The Highest Paid Director Received Total Emoluments of ￡ 320,000 (2018: ￡ 320,000).
2019 2018
Revenue Capital Total Revenue Capital Total
￡ ‘000’ 000 ￡ ‘000 ￡’ 000 ￡ ‘000 ￡’ 000
Uk Corporation Tax at 19.00% (2018: 19.00%) – – – – – –
TAX ReceIVABLE – – – – –
- – – – – –
Profit Before Tax 2,356 11,172 13,528 2,806 (21,518) (18,712)
TAX On Profit at Standard Rate 448 2,123 2,571 533 (4,088) (3,555)
Factors Affecting The Recovery/Charge for the year:
Income Not Taxable (599) – (599) (684) – (684)
Capital items not taxable- (2,136) (2,136) -4,077 4,077
Unutilised Losses Carried Forward 151 13 164 151 11 162
- – – – – –
Its status as an inverted trust company.
Factors that May Affect Future Tax Charges
2019 2018
￡ ‘000’ 000
Ordining
PROPOSED FINAL DIVIDEND PAYABLE for the year ended 31st December 2019 of 21.5P
Per Share (year ended 31st December 2018: 21.00p) 1,621 1,677
The Final DividEnds Payable Are Subject to Approval by Shareholders at the Annual General Meeting and Have Not Been Included as a LIABILITY in These FINALIAL StateMents.
Set Out Below is the topal division Paid and Payable in Respect of the Financial Year, which is the basis on whether the require promrase
2019 2018
￡ ‘000’ 000
Revenue Available for Distribution by Way of Dividend for The Year 2,356 2,806
Ordining
Interim Dividend for The year Ended 31ST December 2019 of 10.75p Per Share
(Year Ended 31st December 2018: 10.50p) (825) (843)
Proposed Final Dividend for The year Ended 31st December 2019 of 21.5p Per Share
(Year Ended 31st December 2018: 21.00p) (1,621) (1,677)
Net adDition to revenue reserve (90) 286
2019 2018
Income Income
￡ ‘000’ 000
Return Attributable to Equity Shareholders:
Revenue Return 2,356 2,806
Capital Return 11,172 (21,518)
13,528 (18,712)
P p
Revenue Return 30.2 34.5
Capital Return 143.3 (264.8)
173.5 (230.3)
Return Per Share Is Calculated USING The Weight Average Number of Ordinary Shares in Issue During The Year of 7,797,775.
8. Investments
Analysis of the inverteds
The Number of Companies or Institutes in Which Equities, Convertibles OR FIXED Interest Securities WEREE HERD
WAS 28 (2018: 26).
Capital column of the income statement.
The Company Has One Wholly Owned Subsidary Undertaking:
Proportion of nominal value
Country of of Issued Shares
Principal Incorporation Description of and Voting
Name activity and operation shares helps
Discretionary Unit Fund Management English Ordining 100%
Managers Limited
Discretionary Unit Fund Managers Limited Had Capital and Reserves of ￡ 758,462 and a loss of ￡ 183 for the year ended 31st December 2019.
The Company has a holding of 3% or more that is material in the context of the Financial statements in the
follow inVestments as at 31st December 2019:
Number of or order shares 2019
Balance at Beginning of Year 8,006,179
Ordinary Shares BOUGHT BACK and Cancelled (465,858)
Balance at End of year 7,540,321
15. Reserves
The Capital Reserve Represses Those Realised Profits and Losses Arising on the Disposal of Investments.
Revaluation Reserve RePRESENTS Unrealised Profits and Losses Arising on the Revaluation of Investments Held.
16. Net Asset Value Per Share
The Net Asset Value Per Ordinary Share Calculated in Accordance with The Articles of Association was As Follows:
Net Asset Value Per Network Value
Ordinary Share Attributable Attributable
Nav per shan.
weighted average discount of 9.4% (2018: 10.8%).
17. Related Party Transactions
During the year the company had the footowing transactions with discretingary united managers limit,
its subsidary undertaking:
2019 2018
￡ ‘000’ 000
Dividends Received- –
- –
Amounts OWED by Subsidary Undertaking 78 78
18. Financial Assets and Liabilities
The Investment Policy and Objectives of the Company Is Stated on Page 1.
Market Price Risk
The Company’s Exposure to Changes in Market Prices at 31st December 2019 On ITS QUOTED EQUTESTMENTS WAS ￡ 154,941,000 (2018: ￡ 154,939,000).
Liquidity risk
-Term liquidity constraint, in common with other smaller and medium size listing secreties, but subshect to that they are considered to be reanedably realisable.
Credit risk
The Risk is Managed by DEALING only with BROKERS and Banks Who Have SatisFactory Credit Ratings and Are Approved by THE AUDIT and Compliance Committeee.
Financial Assets and Liabilities
All assets and liabilities are included at fair value.
Valuation of Financial Instruments
The fair value hierrchy has the follow levels:
Level 1 -Unadjusted PriceS Quoted in Active Markets for Identical Assets and Liabilities.
Level 2 -Having Inputs Other than Quoted PriceS Included with Level 1 that are observable for the asset or
Liability, Either Directly (IE As PriceS) or Indirectly (IE Derived from Prices).
Level 3 -having inputs for the asset or liability that are not base on observable data.
The level 3 Investment Relates to the Company’s Subsidirry, Discretionary Unit Fund Managers Limited, Which Has Been Valued Based of the Most Recent Estimated Nav.
APPENDIX -Portfolio Statement
Details of the 20 Larget Investments as at 31st December 2019 are given below by Market Value:
Unless Otherwise Specified, The Actual Holdings Are, in Each Case, of Ordinary Shares or Stock Units and of the Nominal Value.
End