26 September 2024
SCHRODER JAPAN TRUST
PLC
("the
"Company")
ANNUAL FINANCIAL RESULTS FOR
THE YEAR ENDED 31 JULY 2024
Schroder
Japan Trust plc announces its financial results for the year ended
31 July 2024.
· The
Company's net asset value ("NAV") produced a total return of 21.0%,
outperforming the Benchmark's total return 16.4%, to the year ended
31 July 2024. This has resulted in four years of outperformance
against the Benchmark.
· The
Board is now adopting an enhanced dividend policy to pay out 4% of
the average NAV in each financial year.
· The
Board intends to declare dividends on a quarterly basis with the
average NAV of the 12 months trailing the quarter to be
used.
· The
Board has decided to declare an enhanced final dividend for the
year ended 31 July 2024 of 10.81p per share, representing an
increase of 100.19% over the final dividend paid in
2023.
· Merryn
Somerset Webb and Samantha Wren have joined the board as
independent non-executive Directors of the Company, effective from
4 July 2024. Belinda Richards resigned from her position as a
non-executive Director.
Investor Presentation
The Company's Investment Managers
are hosting an annual results presentation for investors on
Thursday, 3 October 2024 at 09.00 a.m. Investors can register for
the event at: https://www.schroders.events/event/SJG24/regProcessStep1.
Philip Kay, Chairman of Schroder
Japan Trust plc commented:
"Over the first five years of his tenure as the Company's
Investment Manager, Masaki Taketsume has added considerable value
through his distinctive, disciplined, high conviction investment
approach".
The Company's Report and Accounts
for the year ended 31 July 2024 are also being published in hard
copy format and an electronic copy will shortly be available to
download from the Company's website
www.schroders.com/sjg.
Enquiries:
Katherine Fyfe
Schroder Investment Management
Limited
|
020 7658 6000
|
Andy Pearce
Schroder Investment Management
Limited
|
020 7658 6000
|
Annual Report and Financial Statements for the year ended 31
July 2024
Performance Summary
NAV per share total
return*
21.0%
Year ended 31 July 2023:
11.7%
Share price total return*
16.1%
Year ended 31 July 2023:
18.7%
Benchmark†
16.4%
Year ended 31 July 2023:
9.4%
Some of the financial measures are
classified as Alternative Performance Measures ("APMs"), as defined
by the European Securities and Markets Authority and are indicated
with an asterisk (*). Definitions of these performance measures,
and other terms used in this report, are given on pages 70 and 71
together with supporting calculations where appropriate.
† Now named Tokyo Stock Price Index Total Return, previously
known as TSE First Section Total Return Index
(the "Benchmark")
Investment objective
The principal investment objective
of Schroder Japan Trust plc (the "Company") is to achieve capital
growth from an actively managed portfolio principally comprising
securities listed on the Japanese stock markets, with the aim of
achieving returns in excess of the Tokyo Stock Price Index Total
Return in sterling over the longer term.
Investment policy
The Manager utilises an active stock
driven investment approach, drawing on Schroders' extensive
research resources in Japan. The portfolio is principally invested
in a broad range of companies quoted on the Tokyo Stock Exchange,
the regional stock markets of Fukuoka, Hiroshima, Kyoto, Nagoya,
Niigata, Osaka and Sapporo and the Japanese over the counter (OTC)
market. Investments may also be made in companies listed elsewhere
but controlled from Japan or with a material exposure to the
Japanese economy. There are no constraints on size of company or
sector allocation. This flexibility will allow the Manager to take
advantage of changes in market sentiment and in the domestic
economic cycle as it develops.
The portfolio is mainly invested in
equities but may also be invested in warrants, convertibles and
other derivative instruments where appropriate. The Company may
invest up to 5% of its assets in securities which are not listed on
any stock exchange, but would not normally make such investment
except where the Manager expects that the securities will shortly
become listed on a Japanese stock market.
The Company may use gearing
(including the use of CFDs) to enhance performance but investment
exposure will not exceed 125% of net asset value.
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Trust plc
Ongoing charges*
0.95%
Year ended 31 July 2023:
0.94%
Revenue return per share
5.53p
Year ended 31 July 2023:
5.41p
Share price discount to NAV per
share*
11.0%
Year ended 31 July 2023:
7.2%
Net gearing1*
1.0%
Year ended 31 July 2023:
9.5%
Net revenue return after
taxation
£6.56m
Year ended 31 July 2023:
£6.56m
Gross gearing2*
14.8%
Year ended 31 July 2023:
n/a
Share price
266.00p
Year ended 31 July 2023:
234.00p
1Net gearing represents borrowings used for investment
purposes, less cash, expressed as a percentage of net
assets.
2Gross gearing represents the percentage by which a portfolio's
market exposure exceeds its net assets, expressed as a percentage
of net assets.
This is not a sustainable product for the purposes of the
Financial Conduct Authority ("FCA") rules.
References to the consideration of sustainability
factors and ESG integration should not be construed as a
representation that the Company seeks to achieve any particular
sustainability outcome.
10-Year Financial Record
Definitions of terms and performance measures are given on
pages 70 and 71.
At
31 July
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
Total assets
(£'000)1
|
243,135
|
270,783
|
310,493
|
333,130
|
318,944
|
279,365
|
323,180
|
318,321
|
336,950
|
365,019
|
Shareholders' funds
(£'000)
|
212,101
|
226,688
|
269,304
|
292,268
|
273,812
|
236,128
|
283,859
|
281,429
|
302,460
|
350,888
|
NAV per share (pence)
|
169.67
|
181.34
|
215.43
|
233.80
|
219.04
|
189.24
|
232.40
|
230.68
|
252.25
|
298.88
|
Share price (pence)
|
158.75
|
162.00
|
195.00
|
212.00
|
190.50
|
161.50
|
210.00
|
202.00
|
234.00
|
266.00
|
Share price discount to NAV per
share* (%)
|
6.4
|
10.7
|
9.5
|
9.3
|
13.0
|
14.7
|
9.6
|
12.4
|
7.2
|
11.0
|
Net gearing*
(%)2
|
12.5
|
12.1
|
11.2
|
11.7
|
12.3
|
13.3
|
10.4
|
11.1
|
9.5
|
1.0
|
Gross gearing*
(%)3
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
14.8
|
|
|
|
|
|
|
|
|
|
|
|
For
the year ended 31 July
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
Net revenue after taxation
(£'000)
|
2,693
|
3,898
|
4,522
|
5,106
|
5,994
|
6,252
|
5,401
|
6,073
|
6,563
|
6,565
|
Net return per share
(pence)
|
2.15
|
3.12
|
3.62
|
4.08
|
4.79
|
5.00
|
4.38
|
4.97
|
5.41
|
5.53
|
Dividend per share (pence)
|
2.00
|
2.80
|
3.50
|
4.00
|
4.70
|
4.90
|
4.30
|
4.90
|
5.40
|
10.81
|
Ongoing charges*
(%)4
|
1.09
|
1.11
|
1.00
|
1.00
|
1.03
|
0.92
|
0.89
|
0.92
|
0.94
|
0.95
|
|
|
|
|
|
|
|
|
|
|
|
Performance5
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
NAV total return*
|
100.0
|
123.9
|
134.1
|
161.5
|
178.1
|
169.8
|
149.9
|
188.4
|
190.3
|
212.5
|
251.8
|
Share price total return*
|
100.0
|
130.2
|
134.6
|
164.7
|
182.1
|
166.8
|
144.9
|
193.7
|
189.9
|
225.4
|
256.2
|
Benchmark6
|
100.0
|
117.7
|
136.2
|
159.1
|
174.6
|
176.2
|
165.6
|
195.4
|
191.7
|
209.7
|
244.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1Net assets plus borrowings used for investment
purposes.
2Net gearing represents borrowings used for investment
purposes, less cash, expressed as a percentage of net
assets.
3Gross gearing represents portfolio exposure to the market,
expressed as a percentage of net assets.
4Ongoing charges represents the management fee and all other
operating expenses excluding finance costs and transaction costs,
expressed as a percentage of the average daily net asset values
during the year.
5Source: Morningstar/Thomson Reuters. Cumulative performance
rebased to 100 at 31 July 2014.
6The Company's Benchmark is the Tokyo Stock Price Index Total
Return Index in sterling terms.
*Alternative performance
measures.
10
year NAV, share price and benchmark total returns to 31 July
2024
Source: Morningstar/Thomson Reuters.
Rebased to 100 at 31 July 2014.
Chairman's Statement
"Over the first five years of his
tenure as the Company's Investment Manager, Masaki Taketsume has
added considerable value through his distinctive, disciplined, high
conviction investment approach"
Performance
I am pleased to report that for the
year under review our Investment Manager's strategy has again
outperformed the Japanese stock market. During the year ended 31
July 2024, the Company's net asset value ("NAV") produced a total
return of 21.0%, outperforming its Benchmark which ended the year
with a total return of 16.4%. Meanwhile, the Company's share price
produced a total return of 16.1%, the discount to NAV averaged
10.1% over the year, compared to 11.5% in the year ended 31 July
2023. Our Investment Manager, Masaki Taketsume, has remained
disciplined within a rising market and has positioned the portfolio
to exploit opportunities in under-valued companies. This has
resulted in four years of outperformance against the Company's
Benchmark. Further details about the Company's investment strategy
and portfolio activity during the year can be found in the
Investment Manager's Review.
The Investment Manager has produced
excellent relative performance over each of the last four financial
years when market conditions have remained challenging. He has
achieved this by adopting a clear, well defined investment strategy
centred on his disciplined bottom-up stock picking approach which
utilises Schroders' resources on the ground in Japan. At the same
time, Schroders has concentrated its promotional efforts on
increasing the Investment Manager's profile and in helping to raise
awareness of his investment strategy and approach to a wider
audience.
The Board has further supported the
Company by announcing a package of dividend and discount management
measures.
Enhanced dividend policy
The Board believes that when
investing in Japan, dividends will continue to play an increasingly
important part of shareholder returns. Several years ago, the Board
highlighted the growing contribution from the dividends paid, given
the focus of Japanese corporates on improving shareholder value and
good corporate governance practice.
Whilst the Company has been able to
grow dividends by 12.7% on an average yearly basis over the past 10
years, the Board is now adopting an enhanced dividend policy to pay
out 4% of the average NAV in each financial year. The Board intends
to declare dividends on a quarterly basis and, in calculating the
NAV in relation to quarterly dividends, the average NAV of the 12
months trailing the quarter will be used. It is important to note
that the enhanced dividend policy will not result in a change to
the Company's investment approach and strategy. The Company's focus
will continue to be on well-managed, high-quality companies where
the current share price does not yet fully reflect their potential,
across the complete spectrum of Japanese companies.
Discount management policy
In June 2024, the Board announced
its proposal for a new conditional tender offer mechanism. In the
event that the Investment Manager does not deliver performance at
least in line with the Benchmark over a five-year period starting
from 31 July 2024, then the Board will put to shareholders a
proposal for a tender offer of 25% of the issued share capital at a
price equal to the prevailing NAV less costs.
This mechanism aligns the interests
of the Investment Manager with those of our shareholders,
ensuring a focus on sustained outperformance, and it follows the
previous conditional tender offer mechanism that was introduced in
August 2020. Over the four-year period to 31 July 2024, the
Investment Manager has delivered sustained outperformance of the
Benchmark averaging 4.5% per annum, with the result that the tender
offer was not triggered on 31 July 2024.
In addition, the Board monitors the
discount of the share price to NAV and, when necessary, implements
a buy-back programme. During the year, the Company repurchased a
total of 2,503,437 shares in line with this policy. The Board will
continue to monitor the discount and intends to buy back shares
when appropriate. It is therefore seeking to renew the share
buy-back authority granted at the Company's Annual General Meeting
("AGM") in December 2023 to purchase up to 14.99% of the Company's
issued share capital to be held in treasury.
The Board believes that the measures
outlined above should improve the Company's appeal, support share
price performance, and ultimately deliver greater value to
shareholders.
Gearing and contracts for difference
The Investment Manager actively used
gearing throughout the period. The net gearing level was 9.5% at
the start of the period and ended at 1.0%, with an average net
gearing level of 10.45%. Gearing had a positive effect on
performance during the year. The Company's gearing continues to
operate within its pre-agreed limit of 25% of NAV.
At the 2023 AGM, shareholders
approved a change of the Investment Policy to allow the Company to
use Contracts for Difference ("CFDs") to provide exposure to
Japanese equities on a geared basis as an alternative to utilising
bank borrowings. I am pleased to report that we are now actively
using CFDs with the gross gearing level (including CFDs) at the
year end being 14.8%, and we have been able to fully repay our
term-loan facility early.
Revenue and dividend
Revenue during the year increased
from 5.41p to 5.53p per share. The Board has decided to declare an
enhanced final dividend for the year ended 31 July 2024 of 10.81p
per share, representing an increase of 100.19% over the final
dividend paid in 2023. This dividend will be paid on
13 December 2024 to shareholders on the register on
8 November 2024 subject to approval by shareholders at the AGM
on 10 December 2024.
Going forward, as stated above, the
Board will declare dividends on a quarterly basis based upon the
average NAV of the 12 months trailing the quarter.
Board changes and proposal to amend Directors' fee
cap
I am pleased to welcome Samantha
Wren and Merryn Somerset Webb as independent non-executive
Directors of the Company, effective from 4 July 2024. Belinda
Richards resigned from her position as a non-executive Director and
Alan Gibbs will not be standing for re-election at the AGM in
December 2024 having served nine years as Director. The Board and I
would like to thank Belinda and Alan for their significant
contribution and wise counsel to the Board during their time spent
as Directors. Samantha has taken over the role of Audit and Risk
Committee Chair following a handover period with Belinda and Angus
Macpherson will take over as Senior Independent Director following
the upcoming AGM.
Full biographical details of Board
members can be found on pages 26 and 27.
A resolution to amend the Company's
Articles of Association to increase the cap on the aggregate
Directors' fees from £200,000 to £250,000 will be included in the
Notice of AGM. This is to ensure that any inflationary fee
increases given to Directors in the coming years will not breach
the aggregate fee cap and, whilst it is not the Board's current
intention, it will also allow for the appointment of an additional
Director should it be considered necessary in the
future.
Full details of Director
remuneration can be found on pages 37 to 40.
Outlook
Despite the Japanese stock market
having finally exceeded the bubble-era high seen in December 1989,
your Board believes that Japanese equities remain a compelling
investment opportunity, underpinned by a confluence of favourable
macroeconomic conditions. As well as attractive valuations, there
has been growing momentum in Japan's corporate governance
revolution, there has also been a change in the guidelines for
M&A activity which make it more difficult for Japanese
managements to ignore unsolicited bids. All this suggests that
returns will continue to improve in the years ahead.
Inevitably there will be bumps in
the road and recent market volatility has highlighted why a
long-term view is of paramount importance when investing in any
regional equity market. Nevertheless, in our opinion there are many
reasons to believe that investors in Japan will be appropriately
rewarded when taking a multi-year view.
While we believe the outlook for the
broad Japanese market is positive, this also represents a very
attractive environment for active stock pickers. Over the first
five years of his tenure as the Company's Investment Manager,
Masaki Taketsume has added considerable value through his
distinctive, disciplined, high conviction investment approach, and
we have every confidence that he will continue to deliver superior
performance in the years ahead, to the benefit of our
shareholders.
Recent company awards
AJ
Bell Investment Awards winner
I am very pleased to announce that
the Company has recently been notified that it has won the AJ Bell
Investment Awards in the Japan Equity - Active category for the
second year in a row. Recognition of the Company by a major
provider of platform services to retail clients should help to
further increase our profile within the retail investor community.
AJ Bell's platform audience chose the winner within each
category.
Citywire AA Rating
The Company's Investment Manager,
Masaki Taketsume, has also recently been awarded an AA rating from
Citywire. This is recognition of Masaki's strong three-year
risk-adjusted performance track record, by a leading financial
publication. The ratings are designed to help investors in their
research and identify good investment company fund
managers.
For further information please
visit: https://investmentawards.ajbell.co.uk/
https://citywire.com/investment-trust-insider/news/citywire-launches-investment-trust-fund-manager-ratings/a2442748
https://www.theaic.co.uk/aic/news/industry-news/citywire-launches-investment-trust-fund-manager-ratings
AGM
and shareholder engagement
The AGM will be held at 1.00pm on
Tuesday, 10 December 2024. We are delighted that this year we
will once again be able to invite shareholders to join us to hear
from the Investment Manager. The presentation will be followed by a
question-and-answer session and mince pies. Shareholders are asked
to cast their votes by proxy. The Manager will also be presenting
at a webinar separate from the AGM on Thursday, 3 October 2024
at 9.00am and all shareholders are encouraged to sign up on the
Company's website so that they can hear the Investment Manager's
view and ask questions. Shareholders can also sign up using this
link: https://www.schroders.events/event/SJG24/regProcessStep1. The
Board would like shareholders to get in touch via the Company
Secretary with any questions or comments, so that the Board can
address them in advance of the AGM. To email, please use:
amcompanysecretary@schroders.com or write to us at the Company's
registered office address (Company Secretary, Schroder Japan Trust
plc, 1 London Wall Place, London EC2Y 5AU).
For regular news about the Company,
shareholders are encouraged to sign up to the Manager's investment
trusts update by visiting the Company's website.
Philip Kay
Chairman
25 September 2024
Investment Manager's Review
"The Japanese equity market
continues to provide one of the most attractive opportunities to be
found anywhere in the world, particularly for long-term
investors"
Our
investment approach
We believe the Japanese equity
market ultimately acts efficiently in reflecting the intrinsic
value of companies. In the short to medium-term, however,
considerable inefficiencies are frequently evident in individual
stocks. These inefficiencies provide repeatable opportunities to
identify and invest in undervalued stocks, with the aim of
delivering a better return than the market as a whole on
a rolling three-to-five year view.
Our investment resource is entirely
devoted to this aim, focusing on individual company fundamentals to
understand the true worth of a stock and investing in a
portfolio of 60-70 of the highest conviction ideas. These then tend
to be held for the long-term, with value being realised as the
market gradually reflects their true value more
efficiently.
Portfolio holdings tend to fall into
three categories of inefficiency:
1. Market misperception - companies with
self-improving credentials, with management initiatives to
sustainably enhance operational performance, being
under-appreciated by other investors.
2. Market oversight - undervalued
companies, especially among small and mid-caps where research
coverage is less widespread, with strong and defendable business
franchises in niche product areas.
3. Short-term overreaction - ideas arising
from abrupt but transitory events which push valuations of quality
companies temporarily to unsustainably low levels.
Outside these three categories, the
balance of the portfolio represents best in class stocks with reasonable
valuations. The weighting given to each of these segments evolves
over time, but a reasonable exposure to each category ensures
a good level of diversification for the portfolio as a whole.
Meanwhile, the approach tends to result in a bias towards value
stocks1 and smaller companies, as well as an overall
focus on quality.
The portfolio tends to exhibit a
high "active share", which means that its constituents deviate
significantly from the Benchmark index. Gearing (financial
leverage) typically ranges between 10% and 17.5%, allowing
shareholders to potentially benefit even more as the inefficiencies
we have identified become more appropriately priced by the
market.
Manager's review
The Japanese stock market performed
strongly during the period under review, moving to new all-time
highs as the year progressed. Returns for UK investors were
somewhat undermined by persistent yen weakness, but performance in
sterling terms was still strongly positive.
For the financial year to 31 July
2024, the Company's NAV increased by 21.0%, while its Benchmark
rose by 16.4%2. Over three years and in sterling terms,
the Company has now returned 10.9% on an annualised basis, which
compares favourably to the 7.7% annualised return from the Tokyo
Stock Price Index Total Return.
Recent performance drivers
After several decades of
disappointing domestic stock market performance, the renaissance of
the Japanese equity market continued in the period under review.
Ongoing efforts by regulators and investors to change the culture
of corporate Japan and improve governance, shareholder returns and
company profitability, have continued to gather momentum. This has
attracted increasing interest from the global investment community,
driving a positive cycle of upward share price movements and
encouraging even more businesses to join the corporate governance
revolution.
Meanwhile, Japan's domestic economic
performance has been improving, helped by positive inflation,
rising wages, increased business investment and export growth. This
has helped Japanese businesses, in general, deliver solid earnings
growth.
Value stocks continued to outperform
growth stocks, which assisted performance given our approach's bias
towards value. Smaller companies, however, generally lagged their
larger counterparts, which represented a modest headwind for the
Company. There was a beneficial impact from gearing and
helpful contributions from a range of individual stocks as
explained below.
1The term "value stocks" refers to shares that appear to trade
at a lower price than justified by company fundamentals, such as
dividends, earnings, sales and book value.
2Source: Morningstar, cum-income NAV with dividends reinvested,
31 July 2024 data, net of fees. Past performance is not a guide to
future performance and may not be repeated.
Two key developments contributed
positively to performance during the year. Firstly, in response to
the improving macroeconomic backdrop, the Bank of Japan (BOJ) has
taken further significant steps to normalise its extraordinary
monetary policy. Following the first interest rate increase in 17
years and the abandonment of yield curve control last year, the BOJ
raised its policy rate to 0.25% towards the end of the year.
Monetary policy remains accommodative, but this normalisation
process has had a positive impact on financial sectors, driving a
gradual revaluation of some the bank and insurance companies to
which the portfolio is exposed. In particular, the portfolio's
holdings in "mega bank" Sumitomo Mitsui Financial Group and
insurance company Tokio Marine Holdings contributed positively. We
view both companies as best in
class operators in their respective sectors.
Secondly, technology-related stocks
also generally performed well, supported by investor enthusiasm for
the boom in generative artificial intelligence (AI) technologies. A
number of Japanese companies contribute to the AI value chain and
the semiconductor industry and the portfolio's exposure to these
types of business added value during the period. We tend to view
these companies as market
misperception stocks, as the market has not fully reflected
their ability to participate in the AI growth opportunity. For
example, Fujikura, a fibre cable maker, performed well as the
market started to realise how important its advanced fibre optics
and connectivity solutions could be for AI infrastructure.
Meanwhile, Hitachi, a large cap industrial conglomerate, also
performed strongly given better than expected results from its IT
services and energy division.
By contrast, some of our technology
holdings suffered short-term weakness as well as return reversal.
For example, our market
misperception holdings in electronic component makers Rohm
and Ibiden, both underperformed after posting slower-than-expected
growth. Our lack of exposure to large cap stocks such as Mitsubishi
UFJ Financial Group, another large banking group, and Mitsubishi
Heavy Industries, also detracted as their share prices performed
well. We continue to see more compelling opportunities among small
and mid-sized businesses.
Attribution - stock selection
12 Months to 31 July 2024
|
Portfolio
|
Benchmark1
|
Portfolio
|
Benchmark1
|
Total
|
Top
5 contributors
|
weight
|
weight
|
return
|
return
|
effect
|
Fujikura
|
1.4
|
0.1
|
151.8
|
151.8
|
+1.58
|
Hitachi
|
4.3
|
1.7
|
69.8
|
69.8
|
+1.27
|
Sumitomo Mitsui Fg
|
4.5
|
1.6
|
59.4
|
59.5
|
+1.13
|
Tokio Marine Hldg
|
2.8
|
1.1
|
80.1
|
80.1
|
+0.88
|
Sony Group Corpora
|
0.0
|
2.6
|
0.0
|
-3.2
|
+0.58
|
|
Portfolio
|
Benchmark1
|
Portfolio
|
Benchmark1
|
Total
|
Top
5 detractors
|
weight
|
weight
|
return
|
return
|
effect
|
Rohm Co Ltd
|
1.6
|
0.1
|
-40.6
|
-40.6
|
-1.20
|
Ibiden Co Ltd
|
1.6
|
0.1
|
-35.6
|
-35.6
|
-1.03
|
Mitsubishi Ufj Fin
|
0.0
|
2.4
|
0.0
|
48.7
|
-0.68
|
Mitsubishi Hvy lnd
|
0.0
|
0.5
|
0.0
|
162.0
|
-0.54
|
Asahi Group Hldgs
|
2.6
|
0.4
|
-3.8
|
-3.8
|
-0.52
|
Past performance is not a guide to
future performance and may not be repeated. The value of investment
can go down as well as up and is not guaranteed. The return may
increase or decrease as a result of currency
fluctuations.
Source: FactSet, GBP,
Gross.
1Stocks mentioned are shown for illustrative purposes only and
should not be viewed as a recommendation to buy/sell.
Portfolio strategy
Currently, the biggest category
within the portfolio is market
misperception which accounts for almost 40% of assets. This
includes companies such as Hitachi, Nippon Steel and Toyota Motors,
where we see the prospect of sustainable improvements in returns
from management efforts that are not yet reflected in
valuations.
In the case of Nippon Steel, the
world's leading steel maker, the starting valuation looks highly
attractive, and we foresee the potential for a much higher multiple
in the future, supported by management efforts to improve the
stability and growth profile of its earnings. We believe this to be
a classic market
misperception opportunity, as these improving fundamentals
have not yet been fully reflected in the share price. The business
has become increasingly focused on profitability through price
discipline, and the strategy of expanding the business into new
territories, such as India, holds significant future potential.
Ultimately, the strategy being pursued by Nippon Steel's management
team should allow the business to become much more resilient, even
in the event of a cyclical downturn in its core markets. These
developments are under-appreciated by investors and comes at a time
when the Asian steel market appears poised for a cyclical
upswing.
Almost 30% of the portfolio is in
market oversights, such as
Fukushima Galilei and Hosokawa Micron, where we find highly
competitive smaller businesses trading at a significant discount to
their large cap and global peers. As the leading global provider of
high-quality powder manufacturing machines, Hosokawa Micron
dominates its niche and is also benefiting from growing demand for
its high-quality powders, which are used in fast growing product
areas such as lithium-ion batteries. Nevertheless, its shares trade
at an unwarranted discount to the shares of similar businesses
elsewhere in the world.
Around 10% of the portfolio is
invested in short-term
overreactions, including out-of-favour technology
opportunities such as Nomura Research Institute (NRI) and the food
packaging specialist FP Corporation. These businesses are
beneficiaries of long-term structural tailwinds but their share
price has been sold down over the last couple of years. NRI is one
of the highest quality IT service companies in Japan. With its
strong consulting capabilities, it is well positioned to capture
rising demand from Japanese companies that are looking to digitally
transform their business models. Its growth prospects therefore
continue to remain positive, but its valuation contracted
significantly during the widespread sell-off in "growth
stocks".
The remaining portfolio is invested
in what we consider to be best-in-class operators, such as
Sumitomo Mitsui Financial Group, Asahi Group Holdings, Orix and
NTT.
From a sector perspective, this
results in a bias towards machinery, glass & ceramic products,
construction and other financing business. As is typical, the
portfolio is also overweight towards small and mid-cap stocks,
where valuations look particularly attractive given the improving
domestic economic backdrop.
Portfolio activity
We initiated a new market misperception position in Japan
Post. We expect profitability to improve as price increases are
pushed through in its postal services division, whilst a cyclical
recovery should prove beneficial to its two financial subsidiaries,
Yucho Bank and Kampo Life. We also expect management to pursue
further improvements to shareholder returns, albeit regulatory
constraints and complex stakeholder relationships may act as a
hindrance. Nevertheless, the long-term upside potential looks
significant given its attractive valuation.
We also initiated a position in the
regional supermarket chain, Yaoko, as a new market oversight idea. Yaoko responds
to consumer needs with a technology based product strategy - which
balances store specific demands with centralised initiatives to
improve logistics. We expect to see steady market share growth
alongside increasing revenue and profits, supported by the
favourable population dynamics present in its core region of
Saitama.
Concordia, one of Japan's larger
regional banking groups, was added to the portfolio as a
best in class stock. We
expect higher interest rates to improve the earnings environment
for regional banks and favour Concordia's exposure to the higher
growth Greater Tokyo area. Furthermore, its new management team has
committed to improving returns in the year ahead as it focuses on
growth initiatives via digital transformation and efficient capital
management.
In terms of disposals, we sold out
of several positions including Yokowo, Astellas Pharma, Aeon
Financial Services (mainly due to weaker-than-expected earnings
progress) and Toho where we took profits as the thesis played out
as expected. We used the proceeds to build positions in
opportunities in which we have increasing confidence, such as those
outlined above.
Outlook
We believe that the Japanese equity
market continues to provide one of the most attractive
opportunities globally, particularly for long-term investors.
Several developments that are unique to Japan should combine to
support corporate earnings growth and increasing valuation
multiples in the years ahead.
At the heart of this positive
investment thesis are the increasingly widespread corporate
governance reforms that are driving improved profitability and
returns across large swathes of the Japanese stock market. After a
long period of apathy towards Japanese equities, these reforms are
resulting in renewed interest from the global investment community.
Meanwhile, rising wages, increased business investment and export
growth are combining to offset some recent weakness in consumer
sentiment, in what continues to resemble a more supportive
domestic economic environment than we have seen in several
decades.
In the near term, there are reasons
for caution, as reflected in the significant stock market
volatility we have witnessed since period end. The Japanese stock
market saw its second largest one-day decline on record on 5 August
2024, amid growing concern about the US economy and the risk of
further interest rate hikes from the BOJ. Markets have quickly
regained their poise, but this represents a timely reminder of what
can happen when short-term, speculative money reverses.
In some respects, such a setback
should be seen as healthy in the long run. From a valuation
perspective, the recent volatility has taken the market back to a
reasonably undervalued level. Meanwhile, the sudden strengthening
of the yen which accompanied the sell-off highlights the
attractiveness of investing in domestic demand-oriented companies
and the opportunities in small and mid-cap stocks that have lagged
behind the overall market.
Furthermore, with corporate
governance reforms already driving a record amount of share
buy-backs, Japanese companies can take advantage of the recent
weakness in their share prices to actively buy back even more
shares. This should ultimately support the market as well as
contribute to a better capital structure for individual
companies.
Nevertheless, concerns about the
outlook for the US economy are likely to remain in the months
ahead, as are worries about a significant "hawkish" shift from the
BOJ. On both of these fronts, we believe the market has become
overly concerned about the risk of an earnings downturn. The
Federal Reserve has significant scope for interest rate cuts in the
US and looks focused on achieving a soft economic landing.
Meanwhile, although the BOJ's interest rate hike in July was a
surprise to many, we do not believe it signals a move away from a
sensible, flexible and well-balanced monetary policy stance. Based
on the soft-landing scenario for the US economy and the solid
fundamentals of the Japanese economy, we expect the robust pace of
earnings growth for Japanese companies to continue this fiscal year
and next.
To conclude, there are many reasons
to believe that we may be entering a period of sustained
outperformance from the Japanese stock market. We have seen renewed
appetite for Japanese equity from global investors and this demand
should continue to grow as the positive domestic story becomes
better understood.
Furthermore, local investors have
also started to invest more in Japan, supported by the new NISA, a
tax-exempt investment scheme that was revamped earlier this year.
With growing interest from a wide range of long-term investors,
this continues to represent a fertile environment for active, high
conviction stock pickers, and we are excited at the opportunity
that lies ahead for investors in the Company.
Schroder Investment Management Limited
25 September 2024
Investment Approach and Process
Investment
Investment process - an
overview
The Manager's Japanese equity
investment philosophy is based on the belief that a competitive
advantage can be gained from in-house research which should
translate into superior investment performance through disciplined
portfolio construction.
The research focuses on long-term
value creation and strength of franchise, targeting undervalued
companies where the long-term growth prospects are not fully priced
in. The Manager prefers companies that can generate and sustain
above average returns on their capital, and also looks for
opportunities in turnaround situations where companies can improve
returns from depressed levels.
The Manager uses a disciplined
approach to managing the portfolio. It has a repeatable process
that starts with research and portfolio construction and is
supported by ongoing monitoring and portfolio control. The research
is based on an extensive programme of company meetings, over 2,400
each year.
The portfolio manager is Masaki
Taketsume. Mr Taketsume has been part of Schroders since
2007.
Disciplined and repeatable approach
Management of the portfolio is
"bottom up" and long-term: the screening process begins with
fundamental company analysis rather than shorter term macroeconomic
impacts like changes in exchange rates. Given the long-term
approach, portfolio turnover tends to be low. A stock will not be
bought unless the Manager has met the management of the company
concerned. Risk monitoring tools check that the bottom-up approach
is on track.
Fundamental research
Comprehensive and detailed research
is the key driver of our process and we have Tokyo-based analysts
who are dedicated to researching Japanese companies. As a result of
their experience, our analysts have an exceptional knowledge of the
Japanese market and the companies within it. It is this knowledge
base, paired with the dedication of our analysts, which truly adds
value to our bottom-up approach to stock selection. Company
meetings are integral to our research process and we will not
purchase a stock unless we have met the management of the company
concerned.
Our analysts use Schroders'
proprietary company valuation model (CVM) to generate three-year
earnings and cashflow forecasts, and a range of valuation measures.
The analysts are also required to score each company on five
qualitative criteria illustrated below. The total of this score
determines the premium or discount we give the stock relative to
the market, and is used to determine a fair value.
We take account of non-financial
factors as part of stock evaluation and valuation process.
Environmental, social and governance (ESG) issues are integrated
into our qualitative assessment on the companies, which determines
valuation discounts and premium levels. These 'risks' are addressed
with company management and management's failure to improve will be
treated as a significant discount factor in our fair value
analysis.
The process for establishing our
Fair Value for each stock focuses on the broad factors circled
below:
Behind those broad factors are a
range of specific criteria which analysts explicitly score within
the Fair Value model. Specific sustainability factors and ESG
criteria are included within the broader categories of "Management"
and "Shareholders Value", detailed below:
Analysts are responsible for
assigning the scores to each component within the Fair Value model,
reflecting their understanding of best practice within particular
industries. To do this, analysts will draw on internal and external
ESG information so they can form an opinion and assign an overall
score to the stock which will be discussed and challenged during
subsequent discussion within the broader team, including investment
managers. This approach ensures our process is robust and
consistent across sectors.
Portfolio construction
Portfolio construction for the
Company is then the responsibility of the investment manager. His
focus is on the highest conviction stock ideas within the context
of an appropriate risk management framework, while also setting, in
conjunction with the Board, the gearing of the
portfolio.
The portfolio focuses on stocks in
which the investment manager has a high conviction. These then tend
to be held for the long term, with value being realised as the
market gradually reflects their true value more
efficiently.
An important part of the portfolio
construction process is regular meetings to debate and receive peer
group challenge. These meetings provide a forum to discuss and
debate investment views and strategy, together with stock positions
and stock ideas, and importantly, serve to ensure vigorous
debate.
Responsible investment and the Company's approach to ESG
factors
The Company delegates responsibility
for considering ESG factors in investment decisions to its Manager.
The Company's ESG approach also relies on a bottom-up approach,
relying on internal research and company meetings conducted by
Schroders' analysts in Tokyo. The investment views are based on a
long-term assessment of quality, with a focus on the sustainability
of a company's business model. In the evolving Japanese equity
market, identifying early signs of positive change and
understanding strengths, weaknesses, and changes in ESG areas,
particularly governance, strengthens the investment team's
understanding of companies and informs investment
decisions.
ESG analysis is enhanced through the
use of Schroders' proprietary models - SustainEx and Context.
SustainEx calculates a monetary value of the environmental and
social externalities that companies create, which is important to
understand because of the risk that these externalities may become
internalised over time due to factors like regulation and changes
in consumer behaviour. Context provides a systematic framework for
analysing the quality of a company's relationship with its most
material stakeholders. Schroders believes that companies with
strong ESG management are more likely to perform better. It
complies with the UK Stewardship Code and provides regular
reporting on its policy implementation to the Board.
The Board also expects the Manager
to engage with investee companies, exercise voting rights, and
promote responsible practices. Schroders has a long history of
engagement and active ownership and it has engaged with companies
on ESG related matters for over 15 years. As active investors,
Schroders considers active ownership to be a key channel of
influence on management teams so that more sustainable practices are
properly considered in managing the companies.
Proxy votes are largely aligned with
the Manager's corporate governance policy. The Manager's
integration of ESG, policy, and engagement details can be found
within Schroders' Group-wide Sustainable Investment Policy
https://mybrand.schroders.com/m/6197143c263420f5/original/Schroders-Group-Sustainable-Investment-Policy.pdf
The
Company's stewardship
Schroders' Japanese equity team is
committed to local stewardship activities in Japan and, in
demonstration of this, we have been signatories to the Japanese
Stewardship Code since 2014. In 2015 we established our Stewardship
Committee, chaired by Kazuhiro Toyoda and includes four further
members from our team in Tokyo. The purpose of the Committee is to
engage with companies on their ESG activities with the aim of
encouraging best practice and influencing change over
time.
The Stewardship Committee maintains
a Focus List of engagement stocks, in consultation with the broader
investment team. There are currently 19 companies on the Focus List
and a further 13 companies have been removed from the list during
the lifetime of the Committee.
The prospects for improvement in
these engagement stocks, within a stated timeframe, are judged
against the ESG/Context analysis that is integrated into the
research output for other positions. The process is designed to
ensure that our resources are focussed on positions with the
greatest potential for positive impact within our portfolios. The
relevant analyst will attend the engagement meetings, ensuring that
there is feedback within the process, which enables a robust debate
on prioritisation, time horizon and themes for
engagement.
In addition to the Focus List
engagement, the team initiated the programme of Climate Engagement
upon the group wide initiatives under the Engagement Blueprint
published in February 2022. The team started with 33 Japanese
companies in 2022 and have been discussing with company management
on their climate policy and its disclosures. In 2024, we narrowed
down the list to 15 companies and continue to engage with them
periodically to advocate Schroders' approach and expectation and
shared our view on their climate disclosure and we aim to identify
areas for improvement for individual companies based on our
research output.
The Stewardship Committee members
are also responsible for all proxy voting and the Committee will
discuss any contentious items. We are also in regular contact with
the proxy voting team in London, which is responsible for voting
for the Company, to ensure that our views are aligned and that we
are sending consistent messages to companies. All records are
disclosed in Japan locally and globally.
Engagement case studies
We share below two examples of
engagements we have carried out with investee company management
under our Stewardship responsibilities.
TOYOTA INDUSTRIES is a Toyota
Motor affiliate auto parts maker and a leading manufacturer of
forklifts and material handling systems.
We have been actively engaging with
Toyota Industries on corporate governance and climate issues. In
2024, a significant step in our engagement was the formalisation of
our concerns and expectations in an engagement letter to the
company. The letter emphasised the importance of clear policies on
the reduction of cross-shareholdings and the need for robust
measures to ensure internal controls function effectively,
particularly in light of recent regulatory issues with engine
certifications. Our goal is to see these matters addressed promptly
and efficiently. In our past engagement, we suggested that the
company disclose its capital allocation policy promptly, as
required by the Tokyo Stock Exchange (TSE) for all listed
companies. However, compared to other entities in the group, such
as Aisin, Toyota Industries' actions have been notably
slower.
Following the letter, in May 2024,
we had a productive meeting with the CEO and the Head of IR to
discuss the issues raised. This direct engagement with top
management was highly appreciated, reinforcing our commitment to
constructive dialogue for long-term corporate value enhancement. As
we look forward to additional actions from the company, our ongoing
engagement continues to emphasise the importance of these critical
improvements. We anticipate these measures will not only streamline
corporate governance but also instil greater investor
confidence.
NICHIAS CORPORATION manufactures a variety of building and insulating-related
materials.
Since 2022, we have been engaging
with Nichias on climate change, focusing on the adequacy of their
target setting. In February 2024, we conducted a follow-up meeting
with the IR team as well as a representative from the Environment
department. Initially, the company committed to reducing emissions
by 30% by 2030, based on 2019 levels. Nichias has indicated its
intention to align with a Science-Based Targets initiative (SBTi)
1.5°C target, though this is still under consideration.
Importantly, the company does not plan to use carbon credits to
meet its targets.
During our discussions, Nichias
highlighted that the majority of its emissions stem from the
production of Rockwool, building materials, and gaskets. However,
products like Rockwool also have the potential to contribute to
avoided emissions. We appreciated the company's transparency
regarding their target-setting status and recognise Nichias's
significant role in achieving avoided emissions. We plan to
continue our engagement to encourage more robust reporting and
target setting on climate change.
Investment Portfolio
As at 31 July 2024
Stocks in bold are the 20 largest
investments, which by portfolio exposure account for 52.5% (31 July
2023: 52.6%) of total investments.
The Portfolio Exposure indicate the
impact on market price movements resulting from the ownership of
shares and derivative instruments. The Fair Value represents the
true value of the portfolio, which is reflected on the Balance
Sheet. In the case of holding a Contract for Difference (CFD), the
Fair Value reflects the profit or loss generated by the contract
since its inception, based on the movement of the underlying share
price. However, when the Company solely holds shares, both the Fair
Value and the Portfolio Exposure align.
|
Fair Value
|
Portfolio
Exposure
|
|
|
£'000
|
£'000
|
%1
|
Electrical Appliances
|
|
|
|
Hitachi (shares and
|
|
|
|
long CFD)
|
11,241
|
18,934
|
4.7
|
Fujikura
|
8,808
|
8,808
|
2.2
|
TDK
|
7,394
|
7,394
|
1.8
|
Ricoh
|
7,033
|
7,033
|
1.7
|
Nihon Kohden
|
5,286
|
5,286
|
1.3
|
Ibiden
|
3,703
|
3,703
|
0.9
|
Total Electrical Appliances
|
43,465
|
51,158
|
12.6
|
Machinery
|
|
|
|
Niterra
|
7,704
|
7,704
|
1.9
|
Disco
|
7,447
|
7,447
|
1.8
|
Nichias
|
6,722
|
6,722
|
1.7
|
Amada
|
6,241
|
6,241
|
1.6
|
Kohoku Kogyo
|
5,209
|
5,209
|
1.3
|
Teikoku Piston Rings
|
4,370
|
4,370
|
1.1
|
Tazmo
|
4,226
|
4,226
|
1.0
|
Rheon Automatic Machinery
|
3,744
|
3,744
|
0.9
|
Total Machinery
|
45,663
|
45,663
|
11.3
|
Transportation Equipment
|
|
|
|
Toyota Motor (shares and
|
|
|
|
long CFD)
|
785
|
17,316
|
4.3
|
Toyota Industries
|
5,044
|
5,044
|
1.3
|
Yamaha Motor
|
4,684
|
4,684
|
1.2
|
Suzuki Motor
|
4,135
|
4,135
|
1.0
|
Total Transportation
|
|
|
|
Equipment
|
14,648
|
31,179
|
7.8
|
Insurance
|
|
|
|
Tokio Marine (shares and long
CFD)
|
8,256
|
13,895
|
3.5
|
T&D Holdings
|
9,101
|
9,101
|
2.3
|
Japan Post
|
7,070
|
7,070
|
1.8
|
Total Insurance
|
24,427
|
30,066
|
7.6
|
Banks
|
|
|
|
Sumitomo Mitsui Financial (shares and
long CFD)
|
13,965
|
21,378
|
5.3
|
Concordia Financial
|
5,863
|
5,863
|
1.5
|
Total Banks
|
19,828
|
27,241
|
6.8
|
|
Fair Value
|
Portfolio
Exposure
|
|
|
£'000
|
£'000
|
%1
|
Wholesale trade
|
|
|
|
Mitsui & Co. (shares and long
CFD)
|
3,834
|
9,467
|
2.4
|
Fukushima Galilei
|
5,238
|
5,238
|
1.3
|
Trusco Nakayama
|
4,307
|
4,307
|
1.1
|
FP Corporation
|
4,204
|
4,204
|
1.0
|
Yaoko
|
3,278
|
3,278
|
0.8
|
Total Wholesale Trade
|
20,861
|
26,494
|
6.6
|
Chemicals
|
|
|
|
Mistui Chemicals
|
7,325
|
7,325
|
1.8
|
Aica Kogyo
|
5,442
|
5,442
|
1.4
|
Hosokawa Micron
|
5,221
|
5,221
|
1.3
|
Nippon Soda
|
5,213
|
5,213
|
1.3
|
Fujimori Kogyo
|
2,804
|
2,804
|
0.7
|
Total Chemicals
|
26,005
|
26,005
|
6.5
|
Securities and Commodity
|
|
|
|
Orix
|
13,018
|
13,018
|
3.2
|
Nomura Research Institute
|
5,224
|
5,224
|
1.3
|
Integral
|
2,832
|
2,832
|
0.7
|
Total Securities and Commodity
|
21,074
|
21,074
|
5.2
|
Construction
|
|
|
|
Infroneer
|
7,484
|
7,484
|
1.9
|
Sanki Engineering
|
6,014
|
6,014
|
1.5
|
Nippon Densetsu Kogyo
|
4,383
|
4,383
|
1.1
|
Total Construction
|
17,881
|
17,881
|
4.5
|
Technology
|
|
|
|
NEC Systems
|
6,057
|
6,057
|
1.6
|
LY
|
5,657
|
5,657
|
1.4
|
WingArc1st
|
4,603
|
4,603
|
1.1
|
Megachips
|
1,321
|
1,321
|
0.3
|
Total Technology
|
17,638
|
17,638
|
4.4
|
Services
|
|
|
|
Recruit Holdings
|
9,019
|
9,019
|
2.2
|
Daiei Kankyo
|
4,690
|
4,690
|
1.1
|
Doshisha
|
3,834
|
3,834
|
1.0
|
Total Services
|
17,543
|
17,543
|
4.3
|
Foods
|
|
|
|
Asahi Breweries
|
9,249
|
9,249
|
2.3
|
Nichirei
|
5,778
|
5,778
|
1.4
|
Total Foods
|
15,027
|
15,027
|
3.7
|
|
|
|
|
Real Estate
|
|
|
|
Mitsui Fudosan
|
8,187
|
8,187
|
2.0
|
Kyoritsu Maintenance
|
4,076
|
4,076
|
1.0
|
Park24
|
2,130
|
2,130
|
0.5
|
Total Real Estate
|
14,393
|
14,393
|
3.5
|
Information and
|
|
|
|
Communication
|
|
|
|
Nippon Telegraph and
|
|
|
|
Telephone (shares and
|
|
|
|
long CFD)
|
4,060
|
8,916
|
2.2
|
Otsuka
|
5,164
|
5,164
|
1.3
|
Total Information and Communication
|
9,224
|
14,080
|
3.5
|
|
|
|
|
Precision Instruments
|
|
|
|
Rohm
|
5,595
|
5,595
|
1.4
|
Kokusai Electric
|
3,703
|
3,703
|
0.9
|
Mimasu Semiconductors
|
1,201
|
1,201
|
0.3
|
Total Precision Instruments
|
10,499
|
10,499
|
2.6
|
Pharmaceutical
|
|
|
|
Takeda Pharmaceutical
|
8,864
|
8,864
|
2.2
|
Total Pharmaceutical
|
8,864
|
8,864
|
2.2
|
Other Products
|
|
|
|
Miura
|
6,951
|
6,951
|
1.7
|
Total Other Products
|
6,951
|
6,951
|
1.7
|
Ferrous Metals
|
|
|
|
Nippon Steel
|
6,595
|
6,595
|
1.6
|
Total Ferrous Metals
|
6,595
|
6,595
|
1.6
|
Glass and Ceramics
|
|
|
|
Asahi Glass
|
6,104
|
6,104
|
1.5
|
Total Glass and Ceramics
|
6,104
|
6,104
|
1.5
|
Rubber Products
|
|
|
|
Bridgestone
|
4,077
|
4,077
|
1.1
|
Total Rubber Products
|
4,077
|
4,077
|
1.1
|
Electric Power and Gas
|
|
|
|
Nippon Gas
|
4,060
|
4,060
|
1.0
|
Total Electric Power and Gas
|
4,060
|
4,060
|
1.0
|
Total investments and
|
|
|
|
financial derivative
|
|
|
|
instruments - asset exposure
|
|
402,592
|
100.00
|
Total investments and
|
|
|
|
financial derivative
|
|
|
|
instruments - fair value
|
354,827
|
|
|
1Portfolio exposure is expressed as a percentage of total
investments and financial derivative instruments.
Business Review
Purpose, values and culture
The Company's purpose is to create
long-term shareholder value, in line with the investment
objective.
The Company's culture is driven by
its values: transparency, engagement and rigour, with collegial
behaviour and constructive, robust challenge. The values are all
centred on achieving returns for shareholders in line with the
Company's investment objective. The Board also sets out the
effective management or mitigation of the risks faced by the
Company and, to the extent it does not conflict with the investment
objective, aims to structure the Company's operations with regard
to all its stakeholders and take account of the impact of the
Company's operations on the environment and community.
As the Company has no employees and
acts through its service providers, its culture is represented by
the values and behaviour of the Board and third parties to which it
delegates. The Board aims to fulfill the Company's investment
objective by encouraging a culture of constructive challenge with
all key suppliers and openness with all stakeholders. The Board is
responsible for embedding the Company's culture in its
operations.
Business model
The Board has appointed Schroder
Unit Trusts Limited (the "Manager"), to implement the investment
strategy and to manage the Company's assets in line with the
appropriate restrictions placed on it by the Board, including
limits on the type and relative size of holdings which may be held
in the portfolio and on the use of gearing, cash, derivatives and
other financial instruments as appropriate. The terms of the
appointment of the Manager, and the delegation by the Manager of
investment management services to Schroder Investment Management
Limited ("SIM" or the "Investment Manager"), are described more
completely in the Directors' Report. The Manager also promotes the
Company using its sales and marketing teams. The Board and Manager
work together to deliver the Company's investment objective, as
demonstrated in the diagram below.
Investment trust status
The Company carries on business as
an investment trust. Its shares are listed and admitted to trading
on the main market of the London Stock Exchange. It has been
approved by HM Revenue & Customs as an investment trust in
accordance with section 1158 of the Corporation Tax Act 2010, by
way of a one-off application and it is intended that the Company
will continue to conduct its affairs in a manner which will enable
it to retain this status.
The Company is domiciled in the UK
and is an investment company within the meaning of section 833 of
the Companies Act 2006. The Company is not a "close" company for
taxation purposes.
Continuation vote
It is not intended that the Company
should have a limited life but the Directors consider it desirable
that the shareholders should have the opportunity to review the
future of the Company at appropriate intervals. Accordingly, the
Articles of Association contain provisions requiring the Directors
to put a proposal for the continuation of the Company to
shareholders at five yearly intervals. Accordingly, a continuation
vote will be proposed at the upcoming AGM.
Investment model
Investment objective
The principal investment objective
of the Company is to achieve capital growth from an actively
managed portfolio principally comprising securities listed on the
Japanese stock markets, with the aim of achieving returns in excess
of the Tokyo Stock Price Index Total Return Index in sterling over
the longer term.
Investment policy
The Manager utilises an active stock
driven investment approach, drawing on Schroders' extensive
research resources in Japan. The portfolio is principally invested
in a broad range of companies quoted on the Tokyo Stock Exchange,
the regional stock markets of Fukuoka, Hiroshima, Kyoto, Nagoya,
Niigata, Osaka and Sapporo and the Japanese over the counter (OTC)
market. Investments may also be made in companies listed elsewhere
but controlled from Japan or with a material exposure to the
Japanese economy. There are no constraints on size of company or
sector allocation. This flexibility will allow the Manager to take
advantage of changes in market sentiment and in the domestic
economic cycle as it develops.
The portfolio is mainly invested in
equities but may also be invested in warrants, convertibles and
other derivative instruments where appropriate. The Company may
invest up to 5% of its assets in securities which are not listed on
any stock exchange, but would not normally make such investment
except where the Manager expects that the securities will shortly
become listed on a Japanese stock market.
The Company may use gearing
(including the use of CFDs) to enhance performance but investment
exposure will not exceed 125% of net asset value.
Investment restrictions and spread of investment
risk
The key restrictions imposed on the
Manager are that: a) no more than 15% of the Company's total net
assets, at the date of acquisition, may be invested in any one
company; b) no more than 10% of the value of the Company's gross
assets may be invested in other listed investment companies unless
such companies have a stated investment policy not to invest more
than 15% of their gross assets in other listed companies; c) the
Company will not invest more than 15% of its gross assets in other
listed investment companies or investment trusts; d) no more than
15% of the Company's total net assets may be invested in open-ended
funds; and e) no more than 25% of the Company's total net assets
may be invested in the aggregate of unlisted investments and
holdings representing 20% or more of the equity capital of any
company.
In accordance with the investment
objective, the Company, while being invested in a single country,
ensures that the objective of spreading risk has been achieved
through portfolio diversification (62 investments spread over
21 sectors at 31 July 2024), the largest holding being Sumitomo
Mitsui Financial Group with the portfolio weight of
5.3%.
Promotion
The Company promotes its shares to a
broad range of investors who have the potential to be long-term
supporters of the investment strategy. The Company seeks to achieve
this through its Manager and corporate broker, which promote the
shares of the Company through regular contact with both current and
potential shareholders as well as their advisers.
These activities consist of investor
lunches, one-on-one meetings, regional road shows and attendances
at conferences for professional investors. In addition, the
Company's shares are supported by the Manager's wider marketing of
investment companies targeted at all types of investors; this
includes maintaining close relationships with adviser and
execution-only platforms, advertising in the trade press,
maintaining relationships with financial journalists and the
provision of digital information on Schroders' website. The Board
also seeks active engagement with investors, and meetings with the
Chairman are offered to investors when appropriate.
Shareholders are encouraged to sign
up to the Manager's Investment Trusts update, to receive
information on the Company directly
https://www.schroders.com/en/uk/adviser/fund-centre/funds-in-focus/investment-trusts/schroders-investment-trusts/never-miss-an-update/.
Details of the Board's approach to
discount management and share issuance may be found in the
Chairman's Statement on page 5 and in the Annual General Meeting -
Recommendations on page 66.
Relations with shareholders
Shareholder relations are given high
priority by both the Board and the Manager. The Company
communicates with shareholders through its webpages and the annual
and half year reports which aim to provide shareholders with a
clear understanding of the Company's activities and its
results.
In addition to the engagement and
meetings held during the year described in "Promotion" above, the
Chairman of the Board, Committee Chairs and the other Directors
attend the AGM and are available to respond to queries and concerns
from shareholders.
Key
performance indicators (KPIs)
The Board reviews performance using
a number of key measures, to monitor and assess the Company's
success in achieving its objective. Further comment on performance
can be found in the Chairman's Statement. The following KPIs are
used:
•
NAV performance;
•
Share price discount;
•
Share price premium; and
•
Ongoing charges ratio.
Some KPIs are Alternative
Performance Measures (APMs), and further details can be found on
page 1 and definitions of these terms on pages 70 and
71.
Stakeholder engagement
Section 172 of the Companies Act 2006
During the year under review, the
Board discharged its duty under section 172 of the Companies Act
2006 to promote the success of the Company for the benefit of its
members as a whole, having regard to the interests of all
stakeholders. As an externally managed investment trust, the
Company has no employees, operations or premises. The Board has
identified its key stakeholders as the Company's shareholders, the
Investment Manager, other service providers, investee companies and
the Company's lender. The table below explains how the Directors
have engaged with all stakeholders during the year and outlines the
key activities undertaken. The key decisions made by the Board
during the year are set out following the table.
Stakeholder
|
Significance
|
Engagement
|
2023/2024 highlights
|
Shareholders
|
Continued shareholder support and
engagement are critical to the continuing existence of the business
and the delivery of the long-term strategy of its
business.
|
- Annual General Meeting (AGM): The
Company welcomes attendance and participation from shareholders at
the AGM. Shareholders have the opportunity to meet the Directors
and the Investment Manager and to ask questions. The Board values
the feedback it receives from shareholders which is incorporated
into Board discussions.
- Publications: The annual and half year
results presentations, as well as factsheets, are available on the
Company's web pages with their availability announced via the Stock
Exchange. Feedback and/or questions received from shareholders
enable the Company to evolve its reporting which, in turn, helps to
deliver transparent and understandable updates.
- Shareholder communication: The
Investment Manager communicates with shareholders periodically. All
investors are offered the opportunity to meet the Chairman, Senior
Independent Director, or other Board members without using the
Manager or Company Secretary as a conduit, by writing to the
Company's registered office. The Board also corresponds with
shareholders by letter and email. The Board receives regular
feedback from its broker on investor engagement and
sentiment.
- Investor Relations updates: At every
Board meeting, the Directors receive updates on share trading
activity, share price performance and any shareholders' feedback,
as well as any publications or comments in the press. To gain a
deeper understanding of the views of its shareholders and potential
investors, the Manager also undertakes investor roadshows following
publications of results.
|
At the AGM in 2023 questions and
feedback from shareholders were welcomed. The Board, along with the
Manager, look forward to meeting and interacting with more
shareholders at the forthcoming AGM in December 2024.
The Company's web pages continued to
be refreshed and enhanced during the year to optimise the user
experience for shareholders and investors. Shareholders can, via
the Company's web pages, subscribe to the Schroders investment
trusts newsletter to receive regular updates on the
Company.
The Investment Manager engaged with
a number of its shareholders and investors during the year and
regular feedback was provided to the Board. A number of
promotional activities were undertaken during the year including
Investment Manager interviews, webinars and coverage in key
publications.
The Chairman engaged with the
Company's largest shareholders prior to announcing its enhanced
dividend and discount management policy.
The Board continued to work with
Kepler on promoting the Company through its research notes which
were published twice during the year.
|
The
Investment Manager
|
Holding the
Company's shares offers investors a liquid investment vehicle
through which they can obtain exposure to the Company's diversified
portfolio of investments.
The Investment Manager's performance
is critical for the Company to deliver its investment strategy
successfully and meet its objective.
|
Maintaining
a close and constructive working relationship with the Investment
Manager is crucial as the Board and the Investment Manager both aim
to continue to achieve consistent, long-term returns in line with
the investment objective. The Board invites the Investment Manager
to attend all Board and certain Committee meetings in order to
update the Directors on the performance of the investments and the
implementation of the investment strategy and objective.
Important components in the Board's
collaboration with the Investment Manager are:
- Encouraging open discussion with
the Board;
- Recognising that the interests of
shareholders and the Investment Manager (as well as of its other
clients) are, for the most part, well aligned, adopting a tone of
constructive challenge, balanced when those interests are not fully
congruent by robust negotiation of the Investment Manager's terms
of engagement; and
- Drawing on Directors' individual
experience to support the Manager in its monitoring and change
management of portfolio companies, for the benefit of all of the
Investment Manager's clients.
The Management Engagement Committee
reviews the performance of the Investment Manager, its remuneration
and the discharge of its contractual obligations at least
annually.
|
Representatives of the Manager, including the Investment
Manager, attended each Board meeting to provide an update on the
investment portfolio along with presenting on macroeconomic
issues.
The portfolio activities undertaken
by the Investment Manager and the impact of decisions affecting
investment performance are set out in the Investment Manager's
Review on pages 7 to 9.
|
Investee companies
|
The Board is committed to
responsible investing and actively monitors the activities of
investee companies through its delegation to the Investment
Manager.
|
The Investment Management team
conducts face-to-face and/or virtual meetings with the management
teams of all investee companies to understand current trading and
prospects for their businesses, and to ensure that their ESG
investment principles and approach are understood.
The Investment Manager has
discretionary powers to exercise the Company's voting rights on
resolutions proposed by the investee companies within the Company's
portfolio. The Investment Manager reports to the Board on
stewardship (including voting) issues and the Board will question
the rationale for voting decisions made.
By active engagement and exercising
voting rights, the Investment Manager actively works with companies
to improve corporate standards, transparency, and
accountability.
|
The Board received regular updates
on engagement with investee companies from the Investment Manager
at its Board meetings.
During the year, the Investment
Manager engaged with many of its investee companies and voted at
shareholder meetings (further details can be found on page
13).
|
Lender
|
Availability of funding and
liquidity are crucial to the Company's ability to take advantage of
investment opportunities as they arise.
|
Considering how important the
availability of funding is, the Company aims to demonstrate to
lenders that it is a well managed business and, in particular, that
the Board focuses regularly and carefully on the management of
risk.
The Manager manages the relationship
with the Company's lender and reports to the Board at each meeting
as and when required for renewals of terms or negotiation of loan
covenants. The Manager provides a monthly statement of compliance
of the loan covenants to the lender.
|
The Investment Manager actively used
gearing throughout the period and it had a positive effect on
performance during the year. The Company's gearing continues to
operate well within its pre-agreed limit of 25% of net asset
value.
At the 2023 AGM, shareholders
approved a change of the Investment Policy to allow the Company to
use CFDs to provide exposure to Japanese equities on a geared basis
as an alternative to utilising bank borrowings. CFDs are now being
used and the Company was able to fully repay its term loan facility
early.
|
Other service providers
|
In order to
operate as an investment trust on the main market of the London
Stock Exchange, the Company relies on a diverse range of advisers
to support meeting all relevant obligations.
|
The Board maintains regular contact
with its key external providers, both through Board and Committee
meetings, as well as outside of the regular meeting cycle. Their
advice, as well as their needs and views, are routinely taken into
account.
|
Under delegated authority from the
Board, the Management Engagement Committee reviewed all material
third party service providers. The Board specifically considered
the effectiveness of the corporate broker and agreed the
appointment of new corporate broker following a competitive tender
process. The Board considered the ongoing appointments of its
service providers to be in the best interests of the Company and
its shareholders as a whole and will continue to monitor their
progress in the year ahead.
During the year, Directors were
invited to attend an internal controls briefing session, hosted by
the Manager which assessed the internal controls of certain key
service providers including the Company's depositary and custodian,
HSBC and the Company's registrar, Equiniti.
|
Wider society and the environment
|
Whilst strong long-term investment
performance is essential for an investment trust, the Board
recognises that to provide an investment vehicle that is
sustainable over the long-term, both it and the Investment Manager
must have regard to ethical and environmental issues that impact
society. Hence ESG considerations are integrated into the
Investment Manager's investment process and will continue to
evolve.
|
The Board engages with the
Investment Manager at each Board meeting in respect of its ESG
considerations on existing and new investments.
|
The Board's desire for greater
engagement reporting has resulted in the inclusion of case studies
showcasing how the Investment Manager supports and integrates
responsible investing in its investment process set out in this
Annual Report. Further details of the ESG practices and case
studies can be found in the Investment Process section of this
report.
|
Examples of stakeholder consideration during the
year
The Directors were particularly
mindful of stakeholder considerations in reaching the following key
decisions during the year ended 31 July 2024:
• The declaration
of a final dividend of 5.40 pence per Ordinary share which,
following approval by shareholders at the AGM held on
5 December 2023, was paid to shareholders on 8 December
2023.
• The Board and
Management Engagement Committee undertook reviews of the Investment
Manager and the Company's third-party service providers and agreed
that their continued appointment and fees remained in the best
interests of the Company and its shareholders.
• Together with
the Investment Manager, the Board undertook its annual visit to
Japan to conduct due diligence meetings with key personnel from the
Investment Manager, consultants, and investee companies.
• The Board
reviewed the effectiveness of the corporate broker and carried out
a competitive tender process. In February 2024, the Board announced
the appointment of J.P. Morgan Cazanove as the Company's sole
corporate broker.
• The Board
continued to consider succession planning and undertook a
recruitment process to strengthen the Board. Following the
resignation of Belinda Richards and the upcoming retirement of Alan
Gibbs, the Board has welcomed two new independent non-executive
Directors; Samantha Wren, who will serve as Chair of the Audit and
Risk Committee, and Merryn Somerset Webb.
• The Board
announced an enhanced dividend policy to pay out 4% of average NAV
in each financial year.
• The Board
announced a new Conditional Tender Offer mechanism. In the event
that the Investment Manager does not deliver performance at least
in line with the Benchmark over a five-year period starting from 31
July 2024, then the Board will put to shareholders a proposal
for a tender offer of 25% of the issued share capital at a price
equal to the prevailing NAV less costs.
Corporate and social responsibility
The Board recognises the Company's
responsibilities with respect to corporate and social
responsibility and engages with its outsourced service providers to
safeguard the Company's interests. As part of this ongoing
monitoring, the Board receives reporting from its service providers
with respect to their anti-bribery and corruption policies; Modern
Slavery Act 2015 statements; diversity policies; financial crime
policies; greenhouse gas and energy usage reporting.
Diversity policy
The Board has adopted a diversity
and inclusion policy. Appointments and succession plans will always
be based on merit and objective criteria and, within this context,
the Board seeks to promote diversity of gender, social and ethnic
backgrounds, cognitive and personal strengths. The Board will
encourage any recruitment agencies it engages to find a range of
candidates that meet the objective criteria agreed for each
appointment. Candidates for Board vacancies are selected based on
their skills and experience, which are matched against the balance
of skills and experience of the overall Board taking into account
the criteria for the role being offered.
Statement on Board diversity - gender and ethnic
background
The Board has made a commitment to
consider diversity when reviewing the composition of the Board and
notes the Listing Rules requirements (LR 9.8.6R(9) and (11))
regarding the targets on board diversity:
•
at least 40% of individuals on the Board are women;
•
at least one senior Board position is held by a woman;
and
•
at least one individual on the Board is from a minority ethnic
background.
The FCA defines senior board
positions as Chairman, Chief Executive Officer ("CEO"), Chief
Financial Officer ("CFO") or Senior Independent Director ("SID").
As an investment trust with no executive officers, the Company has
no CEO or CFO. The Board has reflected that the senior positions of
the Company are the Chair of the Board and the SID in its diversity
tables.
The Board has chosen to align its
diversity reporting reference date with the Company's financial
year end and proposes to maintain this alignment for future
reporting periods. The following information has been provided by
each Director through the completion of
a questionnaire.
As at 31 July 2024, the Company met
two of the three criteria which were the targets in relation to the
number of Board members from a minority ethnic background and
the percentage of women Board members. The target for at least one
senior Board position to be held be a woman was not met and the
Board is conscious that while the Directors are all independent and
have a diverse range of views and experience, its small composition
will make these targets challenging to fully implement. There have
been no changes since 31 July 2024 to the date of publication
of the annual report and accounts. Notwithstanding the FCA's
definition of senior board positions, the appointment in July 2024
of a new Audit and Risk Committee Chair was to a woman.
The below tables set out the gender
and ethnic diversity composition of the Board as at 31 July 2024
and at the date of this report.
Gender identity
|
|
|
Number
of
|
|
Number
of
|
Percentage
|
senior
|
|
Board
|
of
the
|
positions
on
|
|
members
|
Board
|
the
Board
|
Men
|
2
|
33.3
|
1
|
Women
|
3
|
50.0
|
0
|
Not specified/prefer not to
say
|
1
|
16.6
|
1
|
Ethnic background
|
|
|
|
|
|
|
Number
of
|
|
Number
of
|
Percentage
|
senior
|
|
Board
|
of
the
|
positions
on
|
|
members
|
Board
|
the
Board
|
White British or other
White
|
|
|
|
(including minority-white
|
|
|
|
groups)
|
4
|
66.6
|
1
|
Mixed/Multiple Ethnic
Groups
|
n/a
|
n/a
|
n/a
|
Asian/Asian British
|
1
|
16.6
|
n/a
|
Black/African/Caribbean/Black
|
|
|
|
British
|
n/a
|
n/a
|
n/a
|
Other ethnic group,
including
|
|
|
|
Arab
|
n/a
|
n/a
|
n/a
|
Not specified/prefer not to
say
|
1
|
16.6
|
1
|
Financial crime policy
The Company continues to be
committed to carrying out its business fairly, honestly and openly,
and operates a financial crime policy, covering bribery and
corruption, tax evasion, money laundering, terrorist financing and
sanctions, as well as seeking confirmations that the Company's
service providers' policies are operating soundly.
Modern Slavery Act 2015
As an investment trust, the Company
does not provide goods or services in the normal course of business
and does not have customers. Accordingly, the Directors consider
that the Company is not required to make any slavery or human
trafficking statement under the Modern Slavery Act 2015.
Climate
Greenhouse gas emissions and energy usage
As the Company outsources its
operations to third parties, it has no significant greenhouse gas
emissions and energy usage to report.
Taskforce for Climate-Related Financial Disclosures
("TCFD")
Investment trusts are currently
exempt from the TCFD. The Board will continue to monitor the
situation. However, the Company's Manager produces an annual
product level disclosure consistent with the TCFD which can be
found here:
https://api.schroders.com/document-store/TCFD-GB72369M-Schroder%20Japan%20Growth%20Fund.pdf
Principal and emerging risks and
uncertainties
The Board itself, and through its
delegation to its Audit and Risk Committee, is responsible for the
Company's system of risk management and internal control and for
reviewing its effectiveness. The Board has adopted a detailed
matrix of principal risks affecting the Company's business as an
investment trust and has established associated policies and
processes designed to manage and, where possible, mitigate those
risks, which are monitored by the Audit and Risk Committee on an
ongoing basis. This system assists the Board in determining the
nature and extent of the risks it is willing to take in achieving
the Company's strategic objectives.
Risk assessment and internal controls review by the
Board
Risk assessment includes
consideration of the scope and quality of the systems of internal
control operating within key service providers, and ensures regular
communication of the results of monitoring by such providers to the
Audit and Risk Committee, including the incidence of significant
control failings or weaknesses that have been identified at any
time and the extent to which they have resulted in unforeseen
outcomes or contingencies that may have a material impact on the
Company's performance or condition.
Although the Board believes that it
has a robust framework of internal controls in place this can
provide only reasonable, and not absolute, assurance against
material financial misstatement or loss and is designed to manage,
not eliminate, risk.
Both the principal risks and
uncertainties and the monitoring system are also subject to robust
review at least annually. The last assessment took place in March
2024.
During the year, the Board discussed
and monitored a number of risks that could potentially impact the
Company's ability to meet its strategic objectives. The Board
receives updates from the Investment Manager, Company Secretary and
other service providers on emerging risks that could affect the
Company. The Board was mindful of the evolving global environment
during the year; and the risks posed by volatile markets;
geopolitical uncertainty; and inflation and corresponding interest
levels which could affect the asset class. However, these are not
factors which explicitly impacted the Company's
performance.
No significant control failings or
weaknesses were identified from the Audit and Risk Committee's
ongoing risk assessment throughout the financial year and up to the
date of this report. The Board is satisfied that it has undertaken
a detailed review of the risks facing the Company and that the
internal control environment continues to operate
effectively.
Actions taken by the Board and,
where appropriate, its Committees, to manage and mitigate the
Company's principal risks and uncertainties are set out in the
table below. The "Change" column on the right highlights at a
glance the Board's assessment of any increases or decreases in risk
during the year after mitigation and management. The arrows show
the risks as increased, decreased, or unchanged.
|
|
Change during
|
Risk
|
Mitigation and management
|
the
year
|
Strategy
|
Investment objective
The Company's investment objectives
may become out of line with the requirements of investors,
resulting in a wide discount of the share price to underlying NAV
per share.
|
The appropriateness of the Company's
investment remit is periodically reviewed and the success of the
Company in meeting its stated objectives is monitored.
The share price relative to NAV per
share is monitored and the use of buy back authorities is
considered on a regular basis.
The marketing and distribution
activity is actively reviewed.
Proactive engagement with
shareholders.
|
è
|
Cost
base
The Company's cost base could become
uncompetitive, particularly in light of open-ended
alternatives.
|
The ongoing competitiveness of all
service provider fees is subject to periodic benchmarking against
their competitors.
Annual consideration of management
fee levels.
|
è
|
Investment
|
Investment management
The Manager's investment strategy, if
inappropriate, may result in the Company underperforming the market
and/or peer group companies, leading to the Company and its
objectives becoming unattractive to investors.
|
Review of the Manager's compliance
with its agreed investment restrictions, investment performance and
risk against investment objectives and strategy; relative
performance; the portfolio's risk profile; and whether appropriate
strategies are employed to mitigate any negative impact of
substantial changes in markets.
Annual review of the ongoing
suitability of the Manager is undertaken.
|
è
|
Financial and currency
The Company is exposed to the effect
of market fluctuations due to the nature of its business. A
significant fall in Japanese equity markets could have an adverse
impact on the market value of the Company's underlying investments
and, as the Company invests predominantly in assets which are
denominated in yen, its exposure to changes in the exchange rate
between sterling and yen has the potential to have a significant
impact on returns.
|
The risk profile of the portfolio
considered appropriate strategies to mitigate any negative impact
of substantial changes in markets discussed with the
Manager.
The Board considers overall hedging
policy on a regular basis.
|
è
|
Custody
Safe custody of the Company's assets
may be compromised through control failures by the
depositary.
|
The depositary reports on safe
custody of the Company's assets, including cash, and portfolio
holdings independently reconciled with the Manager's
records.
The review of audited internal
controls reports covering custodial arrangements is
undertaken.
Regular reports from the depositary
on its activities, including matters arising from custody
operations is received.
|
è
|
Gearing and leverage
The Company has the option to make
use of loan facilities or to use CFDs to invest in equities. These
arrangements increase the funds available for investment through
borrowing. While this has the potential to enhance investment
returns in rising markets, in falling markets the impact could be
detrimental to performance.
|
Gearing is monitored daily and strict
restrictions on borrowings are imposed: gearing continues to
operate within pre-agreed limits so as not to exceed 25% of
shareholders' funds. The Company has now started to use long CFDs
which are currently cheaper than bank loans and provide greater
flexibility.
|
è
|
Compliance
|
Accounting, legal and regulatory
In order to continue to qualify as an
investment trust, the Company must comply with the requirements of
Section 1158 of the Corporation Tax Act 2010.
Breaches of the UK Listing Rules, the
Companies Act or other regulations with which the Company is
required to comply, could lead to a number of detrimental
outcomes.
|
The confirmation of compliance with
relevant laws and regulations by key service providers is
reviewed.
Shareholder documents and
announcements, including the Company's published annual report, are
subject to stringent review processes.
Procedures are established to
safeguard against the disclosure of inside information.
|
è
|
Operational
|
Service providers
The Company has no employees and has
delegated certain functions to a number of service providers,
principally the Manager, depositary and registrar. Failure of
controls, and poor performance of any service provider could lead
to disruption, reputational damage, or loss.
|
Service providers are appointed
subject to due diligence processes and with clearly-documented
contractual arrangements detailing service expectations.
Regular reporting is provided by key
service providers and monitoring of the quality of their services
provided. The Directors also receive presentations from the
Manager, depositary and custodian, and the registrar on an annual
basis.
Review of annual audited internal
controls reports from key service providers, including confirmation
of business continuity arrangements and IT controls, and follow up
of remedial actions as required.
|
è
|
Operational
|
Cyber
The Company's service providers are
all exposed to the risk of cyber attacks. Cyber attacks could lead
to loss of personal or confidential information or disrupt
operations.
|
Service providers report on cyber
risk mitigation and management at least annually, which includes
confirmation of business continuity capability in the event of a
cyber attack.
In addition, the Board received
presentations from the Manager, depositary and custodian, and the
registrar on cyber risk.
|
é
|
Viability statement
The Directors have assessed the
viability of the Company over a five year period, taking
into account the Company's position at 31 July 2024 and the
potential impacts of the principal risks and uncertainties it faces
for the review period. The Directors have assessed the Company's
operational resilience and they are satisfied that the Company's
outsourced service providers will continue to operate effectively,
following the implementation of their business continuity
plans.
A period of five years has been
chosen as the Board believes that this reflects a suitable time
horizon for strategic planning, taking into account the investment
policy, liquidity of investments, potential impact of economic
cycles, nature of operating costs, dividends, and availability of
funding.
In its assessment of the viability
of the Company, the Directors have considered each of the Company's
principal risks and uncertainties detailed on pages 22 to 24 and in
particular the impact of a significant fall in Japanese equity
markets on the value of the Company's investment portfolio. The
Directors also considered the beneficial tax treatment the Company
is eligible for as an investment trust. If changes to these
taxation arrangements were to be made it would affect the viability
of the Company to act as an effective investment
vehicle.
Whilst the Company's Articles of
Association require that a proposal for the continuation of the
Company be put forward at the AGM in 2024, the Directors have no
reason to believe such a resolution will not be passed by
shareholders.
The Directors have considered the
Company's income and expenditure projections and the fact that the
Company's investments comprise of readily realisable securities
which can be sold to meet funding requirements if necessary and on
that basis consider that five years is an appropriate time
period.
The Directors also considered a
stress test in which the Company's NAV dropped by 50% and noted
that, based on the assumptions in the test, the Company would
continue to be viable over a five year period.
Based on the Company's processes for
monitoring operating costs, the Board's view that the Manager has
the appropriate depth and quality of resource to achieve superior
returns in the longer term, the portfolio risk profile, limits
imposed on gearing, counterparty exposure, liquidity risk and
financial controls, the Directors have concluded that there is a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the five
year period of their assessment.
Going concern
The Directors have assessed the
principal risks, the impact of the emerging risks and uncertainties
and the matters referred to in the viability statement. Based on
the work the Directors have performed, they have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for the period
assessed by the Directors, which is at least 12 months from the
date the financial statements were authorised for issue.
By order of the Board
Schroder Investment Management Limited
Company Secretary
25 September 2024
Board of Directors
Philip Kay
Status: Chairman
Length of service: 2 years -
appointed a Director in March 2022.
Experience: Dr Kay has over 40
years' experience in the Japanese investment market. He is a former
Director of Fidelity Japan Trust plc, Schroder Securities Limited,
and Smith New Court plc. He is currently Chairman of Hansard Global
plc, a London listed financial services business. He is also a
Director of The Hellenic and Roman Library, and The Society for the
Promotion of Roman Studies.
Committee membership: Audit and
Risk, Management Engagement (Chairman), and Nomination (Chairman)
Committee.
Current remuneration: £41,500
per annum (effective from 1 July 2024).
Number of shares held:
26,527*
Helena Coles
Status: Independent Non-Executive Director
Length of service: 2 years -
appointed a Director in March 2022.
Experience: Ms Coles has over
20 years' experience in emerging markets and Asian equity
investment, which includes co-founding a specialist investment
boutique, Rexiter Capital Management, part owned by State Street
Global Advisors. She has held roles with Fidelity International and
the Bank of England. Helena is currently a Director of JPMorgan
Emerging Markets Investment Trust plc, and HgCapital Trust plc and
Independent Investment Advisor to the Joseph Rowntree Charitable
Trust.
Committee membership: Audit and
Risk, Management Engagement, and Nomination Committee.
Current remuneration: £31,000
per annum (effective from 1 July 2024).
Number of shares held:
5,000*
Alan
Gibbs
Status: Senior Independent Non-Executive
Director
Length of service: 8 years -
appointed a Director in February 2016.
Experience: Mr Gibbs worked for
the Fleming Group, after which he helped set up and run two Far
Eastern brokerages before joining J.O. Hambro (latterly Waverton).
Mr Gibbs is Chairman of the Burdett Trust and a member of the
Advisory Committee of the M&G Charibond Charities Fixed
Interest Common Investment Fund as well as a member of the Advisory
Committee of the M&G Equities Investment Fund for Charities. He
is also a Director of The Junius S Morgan Benevolent
Fund.
Committee membership: Audit and
Risk, Management Engagement, and Nomination Committee.
Current remuneration: £31,000
per annum (effective from 1 July 2024).
Number of shares held:
150,000*
Angus Macpherson
Status: Independent Non-Executive Director
Length of service: 4 years -
appointed a Director in February 2020.
Experience: Mr Macpherson's
experience spans 30 years of working in corporate finance and
capital markets, with Noble, Merrill Lynch and Lazard in London,
Asia, New York and Edinburgh. Mr Macpherson is chairman of
Templeton Emerging Markets Investment Trust and Noble & Company
(UK) Limited and a non-executive director of Hampden
Bank.
Committee membership: Audit and
Risk, Management Engagement, and Nomination Committee.
Current remuneration: £31,000
per annum (effective from 1 July 2024).
Number of shares held:
49,440*
Merryn Somerset Webb
Status: Independent Non-Executive Director
Length of service: Less than 1
year - appointed a Director on 4 July 2024.
Experience: Ms Somerset Webb is
a seasoned financial expert with a comprehensive understanding of
investment trusts. Known for her role as a senior columnist for
Bloomberg Opinion and before that for the Financial Times, she
regularly shares her financial insights across various media. She
was also Editor-in-Chief of MoneyWeek, the UK personal finance
magazine. Ms Somerset Webb's previous non-executive directorships
include Murray Income Investment Trust plc, Baillie Gifford Shin
Nippon plc, Montanaro European Smaller Companies Trust plc and
Netwealth Investments Limited. She is currently a Director of
BlackRock Throgmorton Trust plc. Early in her career, Ms Somerset
Webb worked in Tokyo as an institutional salesperson in Japanese
equities for UBS Warburg, having previously studied Japanese at
SOAS (University of London) and as a Daiwa scholar in
Japan.
Committee membership: Audit and
Risk, Management Engagement, and Nomination Committee.
Current remuneration:
£31,000.
Number of shares held:
nil*
Samantha Wren
Status: Independent Non-Executive Director and Chairman of the
Audit and Risk Committee
Length of service: Less than 1
year - appointed a Director on 4 July 2024.
Experience: Ms Wren has extensive
accounting and auditing experience. She has previously held the
position of Chief Executive at IPGL Limited, a private investment
firm where she held a number of directorships of investee companies
across a variety of sectors. Before her tenure at IPGL, she
served as a board member and Group Chief Financial Officer and
Group Chief Operating Officer at NEX Group plc. Earlier in her
career, Ms Wren held various positions at The Rank Group plc, where
she also served as a director of the Rank Pension Plan Trustee
Limited. Ms Wren is a qualified Chartered Management Accountant and
holds an honours degree in Economics from the University of
Portsmouth. She is currently a Director of Chapel Down Group plc
where she chairs the Remuneration Committee, and The City of London
Investment Trust plc, where she also chairs the Audit Committee,
however, she will be stepping down in October 2024 having served
nine years.
Committee membership: Audit and
Risk (Chairman), Management Engagement, and Nomination
Committee.
Current remuneration:
£35,500.
Number of shares held:
1,650*
Directors' Report
The Directors submit their report
and the audited financial statements of the Company for the year
ended 31 July 2024.
Corporate governance statement
The Company is committed to high
standards of corporate governance and has implemented a framework
for corporate governance which it considers to be appropriate for
an investment trust.
The Financial Conduct Authority
requires all UK listed companies to disclose how they have applied
the principles and complied with the provisions of the UK Corporate
Governance Code 2018 (the "UK Code") issued by the Financial
Reporting Council ("FRC"). The UK Code is available on the FRC's
website: www.frc.org.uk.
The Company is a member of the
Association of Investment Companies ("AIC"), which has published
its own Code of Corporate Governance to recognise the special
circumstances of investment trusts (www.theaic.co.uk) as endorsed
by the FRC. The Board has considered the principles and provisions
of the AIC Code of Corporate Governance 2019 (the "AIC Code"),
which addresses those set out in the UK Code, as well as setting
out additional provisions on issues that are of specific relevance
to the Company as an investment trust.
The AIC Code also includes an
explanation of how the principles and provisions set out in the UK
Code are adapted to make them relevant for investment
companies.
The Board considers that reporting
against the principles and provisions of the AIC Code provides more
relevant information to shareholders.
The Board confirms that the Company
has complied throughout the year under review with the relevant
provisions of the UK Code and the principles and provisions of the
AIC Code except as set out below.
The UK Code includes provisions
relating to:
- the
role of the chief executive;
-
executive Directors' remuneration;
- the
need for an internal audit function;
- the
Chair of the Board not being a member of the Audit Committee;
and
- the
requirement to establish a Remuneration Committee.
The Board considers that these
provisions, are not relevant to the Company, as an externally
managed investment company. Furthermore, all of the Company's
day-to-day management and administrative functions are outsourced
to third parties and the Company has no executive Directors,
employees or internal operations. The Company has not therefore
reported further in respect of these provisions.
The Nomination Committee fulfils the
function of the Remuneration Committee and considers any change in
the Directors' remuneration policy. A separate committee has not
therefore been established. As permitted under the AIC Code, the
Chair is a member of the Audit and Risk Committee. An explanation
as to why this is considered appropriate is set out in the Audit
and Risk Committee Report on page 31.
Directors and officers
Chairman
The Chairman is an independent
non-executive Director who is responsible for leadership of the
Board and ensuring its effectiveness in all aspects of its role.
The Chairman's significant commitments are detailed on page 26. He
has no conflicting relationships.
Senior Independent Director ("SID")
The SID acts as a sounding board for
the Chairman, meets with major shareholders as appropriate,
provides a channel for any shareholder concerns regarding the
Chairman and takes the lead in the annual evaluation of the
Chairman by the independent Directors.
Company Secretary
Schroder Investment Management
Limited provides company secretarial support to the Board and is
responsible for assisting the Chairman with Board meetings and
advising the Board with respect to governance. The Company
Secretary also manages the relationship with the Company's service
providers, except for the Manager. Shareholders wishing to lodge
questions in advance of the AGM are invited to do so by writing to
the Company Secretary at the address given on the back cover or by
email: amcompanysecretary@schroders.com.
Role and operation of the Board
The Board of Directors, listed on
pages 26 and 27 is the Company's governing body; it sets the
Company's strategy and is collectively responsible to shareholders
for its long term success. The Board is responsible for appointing
and subsequently monitoring the activities of the Manager and other
service providers to ensure that the investment objective of the
Company continues to be met. The Board also ensures that the
Manager adheres to the investment restrictions set by the Board and
acts within the parameters set by it in respect of any gearing. The
Business Review on pages 16 to 24 sets out further detail of how
the Board reviews the Company's strategy, risk management and
internal controls and also includes other information required for
the Directors' Report, and is incorporated by reference.
A formal schedule of matters
specifically reserved for decision by the Board has been defined
and a procedure adopted for Directors, in the furtherance of their
duties, to take independent professional advice at the expense of
the Company.
The Chairman ensures that all
Directors receive relevant management, regulatory and financial
information in a timely manner and that they are provided, on a
regular basis, with key information on the Company's policies,
regulatory requirements and internal controls. The Board meets at
least quarterly and receives and considers reports regularly from
the Manager and other key advisers, and ad hoc reports and
information are supplied to the Board as required.
The Board is satisfied that it is of
sufficient size with an appropriate balance of diverse skills and
experience, independence and knowledge of the Company, its sector,
and the wider investment trust industry, to enable it to discharge
its duties and responsibilities effectively and that no individual
or group of individuals dominates decision making.
The Board has approved a policy on
Directors' conflicts of interest. Under this policy, Directors are
required to disclose all actual and potential conflicts of interest
to the Board as they arise for consideration and approval. The
Board may impose restrictions or refuse to authorise such conflicts
if deemed appropriate. No Directors have any connections with the
Manager, shared directorships with other Directors or material
interests in any contract which is significant to the Company's
business.
Committees
In order to assist the Board in
fulfilling its governance responsibilities, it has delegated
certain functions to Committees. The roles and responsibilities of
these Committees, together with details of work undertaken during
the year under review, are outlined over the next few
pages.
The reports of the Audit and Risk
Committee, Nomination Committee, and Management Engagement
Committee are incorporated, and form part of, the Directors'
Report.
Key
service providers
The Board has adopted an outsourced
business model and has appointed the following key service
providers:
Manager
The Company is an Alternative
Investment Fund as defined by the AIFM Directive and has appointed
Schroder Unit Trusts Limited ("SUTL") as the Manager in accordance
with the terms of an Alternative Investment Fund Manager ("AIFM")
agreement. The AIFM agreement, which is governed by the laws of
England and Wales, can be terminated by either party on six months'
notice or on immediate notice in the event of certain breaches or
the insolvency of either party. As at the date of this report no
such notice had been given by either party.
SUTL is authorised and regulated by
the FCA and provides portfolio management, risk management,
accounting and company secretarial services to the Company under
the AIFM agreement. The Manager also provides general marketing
support for the Company and manages relationships with key
investors, in conjunction with the Chairman, other Board members or
the corporate broker as appropriate. The Manager has delegated
investment management, administrative, accounting and company
secretarial services to another wholly owned subsidiary of
Schroders plc, Schroder Investment Management Limited. The Company
Secretary has an independent reporting line to the Manager and
distribution functions within Schroders. The Manager has in place
appropriate professional indemnity cover.
The Schroders Group manages £773.7
billion (as at 30 June 2024) on behalf of institutional and retail
investors, financial institutions and high net worth clients from
around the world, invested in a broad range of asset classes across
equities, fixed income, multi-asset and alternatives.
The Manager is entitled to a fee at
the rate of 0.75% per annum on assets up to and including £200
million and 0.65% per annum thereafter, charged on the net value of
the Company's assets under management.
The management fee payable in
respect of the year ended 31 July 2024 amounted to £2,349,000
(2023: £2,023,000).
A marketing support fee of £50,000
per annum is also payable to the Manager in respect of the
promotion of the Company.
The Manager is also entitled to
receive a fee for providing administration, accounting and company
secretarial services to the Company. For those services, it
receives an annual fee of £90,000.
Details of all amounts payable to
the Manager are set out in note 17 on page 59.
The Management Engagement Committee
has reviewed the performance of the Manager during the year under
review and continues to consider that it has the appropriate depth
of resource to deliver above average returns over the longer term
and that the continuing appointment of the Manager on the terms
agreed remains in the best interests of shareholders as a
whole.
Depositary
HSBC Bank plc, which is authorised
by the Prudential Regulation Authority ("PRA") and regulated by the
FCA and the PRA, carries out certain duties of a depositary
specified in the AIFM Directive including, in relation to the
Company, as follows:
-
safekeeping of the assets of the Company which are entrusted to
it;
- cash
monitoring and verifying the Company's cash flows; and
-
oversight of the Company and the Manager.
The Company, the Manager and the
depositary may terminate the Depositary Agreement at any time by
giving 90 days' notice in writing. The Depositary may only be
removed from office when a new Depositary is appointed by the
Company.
Registrar
Equiniti Limited ("Equiniti") has
been appointed as the Company's registrar. Equiniti's services to
the Company include share register maintenance (including the
issuance, transfer and cancellation of shares as necessary), acting
as agent for the payment of any dividends, management of company
meetings (including the registering of proxy votes and scrutineer
services as necessary), handling shareholder queries and
correspondence and processing corporate actions.
Share capital and substantial share
interests
As at 25
September 2024, the Company had 118,453,286 ordinary shares of 10p
in issue. 1,765,177 shares were held in treasury. Accordingly, the
total number of voting rights in the Company as at 25 September
2024 were 116,688,109. Details of changes to the Company's share
capital during the year are given in note 14 to the accounts on
page 57. All shares in issue rank equally with respect to voting,
dividends and any distribution on winding up.
The Board noted that the Company's
shareholders appreciated the Board's discount management. The Board
agreed to request renewal of the authorities to issue and buy back
shares as described on page 5.
As at 31 July 2024 the following had
interests in 3% or more of the voting rights attached to the
Company's issued share capital.
|
|
%
|
|
Shares at
|
of total
|
|
31 July
|
voting
|
|
2024
|
rights
|
City of London Investment
|
|
|
Management Company Limited
|
22,933,601
|
19.53
|
1607 Capital Partners, LLC
|
20,785,700
|
17.70
|
Allspring Global Investments,
LLC
|
16,201,363
|
13.80
|
Hargreaves Lansdown Nominee
Limited
|
5,597,247
|
4.77
|
Rathbones Investment Management
Ltd*
|
5,166,289
|
4.40
|
Interactive Investor Services
Nominees
|
|
|
Limited
|
3,882,128
|
3.31
|
Wesleyan Assurance Society
|
3,803,283
|
3.24
|
*This holding is a combination of
the Investec Wealth & Investment Ltd (3,439,926 shares) and
Rathbones Investment Management Ltd (1,726,363 shares)
Revenue, final dividend and dividend policy
The net revenue return for the year,
before finance costs and taxation, was £7,551,000 (2023:
£7,526,000). After deducting finance costs and taxation the revenue
amount available for distribution to shareholders was £6,565,000
(2023: £6,563,000) equivalent to net revenue of 5.53p (2023: 5.41p)
per ordinary share. Distributable capital reserve amounts will be
used to cover the outstanding distribution amount not covered by
the revenue reserve.
The Directors have recommended the
payment of a final dividend for the year of 10.81p per share (2023:
5.40p) payable on 13 December 2024 to shareholders on the register
on 8 November 2024, subject to approval by shareholders at the
Annual General Meeting on 10 December 2024.
Going forward, as stated previously,
the Board will declare dividends on a quarterly basis based upon
the average NAV of the 12 months trailing the quarter.
The Board's policy is to pay out
substantially all the Company's revenue.
Provision of information to the auditor
The Directors at the date of
approval of this report confirm that, so far as each of them is
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.
Directors' attendance at meetings
Four Board meetings are usually
scheduled each year to deal with matters including: the setting and
monitoring of investment strategy; approval of borrowings and/or
cash positions; review of investment performance; the level of
premium or discount of the Company's shares to NAV per share and
promotion of the Company; and services provided by third parties.
Additional meetings of the Board are arranged as
required.
The number of scheduled meetings of
the Board and its Committees held during the financial year, and
the attendance of individual Directors, is shown overleaf. Whenever
possible all Directors attend the AGM.
|
|
|
Audit
|
Management
|
|
|
Nomination
|
and
Risk
|
Engagement
|
Director
|
Board
|
Committee
|
Committee
|
Committee
|
Philip Kay
|
4/4
|
1/1
|
2/2
|
1/1
|
Helena Coles
|
4/4
|
1/1
|
2/2
|
1/1
|
Alan Gibbs
|
4/4
|
1/1
|
2/2
|
1/1
|
Angus Macpherson
|
4/4
|
1/1
|
2/2
|
1/1
|
Belinda
Richards1
|
4/4
|
1/1
|
2/2
|
1/1
|
1Belinda Richards resigned on 3 July 2024.
*Samantha Wren and Merryn Somerset
Webb were appointed on 4 July 2024, after the last scheduled Board
meeting of the year took place.
The Board is satisfied that the
Chairman and each of the other non-executive Directors commits
sufficient time to the affairs of the Company to fulfil their
duties.
Directors' and officers' liability insurance and
indemnities
Directors' and officers' liability
insurance cover was in place for the Directors throughout the year.
The Company's Articles of Association provide, subject to the
provisions of UK legislation, an indemnity for Directors in respect
of costs which they may incur relating to the defence of any
proceedings brought against them arising out of their positions as
Directors, in which they are acquitted or judgment is given in
their favour by the court. This is a qualifying third party
indemnity provision and was in place throughout the year under
review and to the date of this report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
25 September 2024
Audit and Risk Committee Report
The responsibilities and work
carried out by the Audit and Risk Committee during the year under
review are set out in this report. The duties and responsibilities
of the Committee, which include monitoring the integrity of the
Company's financial reporting and internal controls, are set out in
further detail below, and may be found in the terms of reference
which are available on the Company's web pages:
https://www.schroders.com/japantrust.
All Directors are members of the
Committee. Belinda Richards acted as Chair of the Committee for the
majority of the year and has now been succeeded by Samantha Wren
following her appointment on 4 July 2024. The Board has satisfied
itself that at least one of the Committee's members has recent and
relevant financial experience and that the Committee as a whole has
competence relevant to the sector in which the Company operates.
The AIC Code permits the Chair of the Board to be a member of the
Audit Committee of an investment trust. Therefore, it is considered
appropriate for the Chair of the Board, who was independent on
appointment, to be a member of the Committee.
Approach
Risk management and internal controls
|
Financial reports and valuation
|
Audit
|
Principal and emerging risks and
uncertainties
To establish a process for
identifying, assessing, managing and monitoring the principal and
emerging risks of the Company and to explain how these are managed
or mitigated.
The Committee is responsible for
reviewing the adequacy and effectiveness of the Company's internal
controls and the whistleblowing procedures operated by the AIFM and
other services providers.
|
Financial statements
To monitor the integrity of the
financial statements of the Company and any formal announcements
relating to the Company's financial performance and valuation. To
also review the half-year report and accounts.
|
Audit results
To discuss any matters arising from
the audit and recommendations made by the auditor.
|
|
Going concern and viability
To review the position and make
recommendations to the Board in relation to whether it considers it
appropriate to adopt the going concern basis of accounting in
preparing its annual and half-year report and accounts.
The Committee is also responsible
for reviewing the disclosures made by the Company in the viability
statement.
|
Auditor appointment, independence and
performance
To make recommendations to the
Board, in relation to the appointment, reappointment, effectiveness
and removal of the external auditor, to review their independence,
and to approve their remuneration and terms of engagement.
Reviewing and agreeing the audit plan and engagement
letter.
|
ä
|
The Committee met twice during the
year under review and the below table sets out how the Committee
discharged its duties during the year under review and up until the
approval of this report.
Further details on attendance can be
found on page 30. Significant issues identified during the year
under review and key matters communicated by the auditor during
reporting are included below.
Application during the
year
Risk management and internal controls
|
Financial reports and valuation
|
Audit
|
Principal risks
Reviewed the principal and emerging
risks faced by the Company together with the systems, processes and
oversight in place to identify, manage and mitigate.
|
Recognition of investment
income
Considered dividends received
against forecast and the allocation of special dividends to income
or capital.
|
Meetings with the auditor
The auditor attended meetings of the
Committee to present their audit plan and the findings of the
audit.
The Committee met the auditor
without representatives of the Manager present.
|
Service provider controls
The operational controls maintained
by the Manager, administrator, depositary and registrar were
reviewed and included consideration of:
- a summary, prepared by the AIFM,
following review of the internal controls reports prepared
bi-annually by HSBC in respect of its European Traditional Fund
Services, Global Custody Services and Information Technology
Services operations;
- a summary, prepared by the AIFM
following review, of the internal controls reports prepared
annually by SIM; and
- the Assurance Report on internal
controls of Equiniti Share Registration Services.
All internal controls reports were
reported on by independent external accountants.
|
Valuation and existence of holdings
The Company's assets are principally
invested in quoted equities. The Board reviews detailed reports on
portfolio holdings on a quarterly basis.
The Committee reviewed internal
control reports from the AIFM in the year, reporting on the systems
and controls around the pricing and valuation of
securities.
|
Effectiveness of the independent audit process and auditor
performance
The effectiveness of the independent
audit firm and audit process was evaluated prior to making a
recommendation to the Board that the auditor should be re-appointed
at the forthcoming AGM. The Committee evaluated the auditor's
performance against agreed criteria including: qualification;
knowledge, expertise and resources; independence policies;
effectiveness of audit planning; adherence to auditing standards.
Overall competence was also considered, alongside feedback from the
Manager on the audit process. The professional scepticism of the
auditor, during the audit process was questioned and the Committee
was satisfied with the auditor's replies.
|
Internal controls and risk management
Consideration of several key aspects
of internal control and risk management operating within the
Manager, administrator, depositary and registrar, including
assurance reports and presentations on these controls.
|
Calculation of the investment management fee and performance
fee
Consideration of methodology used to
calculate the fees, matched against the criteria set out in the
AIFM agreement.
Allocation rate of indirect expenses to
capital
Consideration of policy of
allocating certain indirect expenses to capital. Further details in
note 1(e).
|
Auditor independence
Deloitte LLP has provided audit
services to the Company since it was appointed on 19 June
2019.
The auditors are required to rotate
the senior statutory auditor every five years. There are no
contractual obligations restricting the choice of external
auditors. Following Chris Hunter rotating off, this is the first
year that Michael Caullay has conducted the audit of the Company's
financial statements.
|
Compliance with the investment trust qualifying rules in S1158
of the Corporation Tax Act 2010
Consideration of the Manager's
report confirming compliance
|
Overall accuracy of the report and financial
statements
Consideration of the annual report
and financial statements and the letter from the Manager in support
of the letter of representation to the auditor.
|
Audit results
Met with and reviewed a
comprehensive report from the auditor which detailed the results of
the audit, compliance with regulatory requirements, safeguards that
have been established, and on their own internal quality control
procedures.
|
|
Fair, balanced and understandable
Reviewed the annual report and
financial statements to advise the Board whether it was fair,
balanced and understandable. Reviewed whether performance measures
were reflective of the business, whether there was adequate
commentary on the Company's strengths and weaknesses and that the
annual report and financial statements, taken as a whole was
consistent with the Board's view of the operation of the
Company.
|
Provision of non-audit services by the
auditor
Reviewed the FRC's Guidance on Audit
Committees and formulated a policy on the provision of non-audit
services by the Company's auditor. The Committee has determined
that the Company's appointed auditor will not be considered for the
provision of certain non-audit services, such as accounting and
preparation of the financial statements, internal audit and
custody. The auditor may, if required, provide other non-audit
services which will be judged on a case-by-case basis.
The auditor did not provide any
non-audit services to the Company during the year.
|
|
Going concern and viability
Reviewed the impact of risks on
going concern and longer-term viability.
|
Consent to continue as auditor
Deloitte LLP indicated to the
Committee its willingness to continue to act as auditor.
|
ä
|
Recommendations made to, and
approved by, the Board:
• The Committee
recommended that the Board approve the half year report and the
annual report and financial statements.
• The Committee
recommended the adoption of the going concern basis of accounting
in the report and financial statements and the explanations set out
in the viability statement.
• As a result of
the work performed, the Committee has concluded that the annual
report for the year ended 31 July 2024, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position,
performance, business model and strategy and has reported on these
findings to the Board. The Board's conclusions in this respect are
set out in the Statement of Directors' Responsibilities on page
41.
• Having reviewed
the performance of the auditor, as described above, the Committee
was satisfied that there were no circumstances that affected the
independence and objectivity of the auditor and therefore
considered it appropriate to recommend the auditor's
re-appointment. Resolutions to re-appoint Deloitte as auditor to
the Company, and to authorise the Directors to determine their
remuneration will be proposed at the AGM.
Samantha Wren
Audit and Risk Committee
Chairman
25 September 2024
Management Engagement Committee Report
The Management Engagement Committee
is responsible for (1) the monitoring and oversight of the
Manager's performance and fees, and confirming the Manager's
ongoing suitability, and (2) reviewing and assessing the Company's
other service providers, including reviewing their fees. All
Directors are members of the Committee. Philip Kay chaired the
Committee during the year however, post year end it was decided
that this responsibility would be taken by the Senior Independence
Director. Its terms of reference are available on the Company's
webpages: https://www.schroders.com/japantrust.
Approach
Oversight of the Manage
|
Oversight of other service providers
|
The Committee:
• reviews the
Manager's performance, over the short- and long-term, against the
Benchmark, peer group and the market;
• considers the
reporting it has received from the Manager throughout the year, and
the reporting from the Manager to the shareholders;
• assesses
management fees on an absolute and relative basis, receiving input
from the Company's broker, including peer group and industry
figures, as well as the structure of the fees;
• reviews the
appropriateness of the Manager's contract, including terms such as
notice period; and
• assesses whether
the Company receives appropriate administrative, accounting,
company secretarial and marketing support from the Manager.services
providers.
|
The Committee reviews the
performance and competitiveness of the following service providers
on at least an annual basis:
•
depositary and custodian;
•
corporate broker;
•
registrar; and
•
lender.
The Committee also receives a report
from the Company Secretary on ancillary service providers, and
considers any recommendations.
The Committee notes the Audit and
Risk Committee's review of the auditor.
|
ä
|
Application during the
year
The Committee undertook a detailed
review of the Manager's performance and agreed that it has the
appropriate depth and quality of resource to deliver superior
returns over the longer term.
The Committee also reviewed the
terms of the AIFM agreement and agreed they remained fit for
purpose.
The Committee reviewed the other
services provided by the Manager and agreed they were
satisfactory.
The Committee reviewed the progress
of the Company with respect to the conditional tender offer
conditions and noted that for the financial year the Company had
delivered performance in excess over the conditions.
|
The annual review of each of the
service providers was satisfactory.
The Committee noted that the Audit
and Risk Committee had undertaken a detailed evaluation of the
Manager, registrar, and depositary and custodian's internal
controls.
|
ä
|
Recommendations made to, and
approved by, the Board:
• That the ongoing
appointment of the Manager on the terms of the AIFM agreement,
including the fee, was in the best interests of shareholders as a
whole.
• That the
Company's service providers' performance remained
satisfactory.
Nomination Committee Report
The Nomination Committee is
responsible for (1) the recruitment, selection and induction of
Directors, (2) their assessment during their tenure, (3) the
Board's succession, and (4) Directors' fees. All Directors are
members of the Committee. Philip Kay is the Chairman of the
Committee. Its terms of reference are available on the Company's
webpages: https://www.schroders.com/japantrust.
Oversight of Directors
Approach
Selection and induction
|
Board evaluation and Directors' fees
|
Succession
|
• Committee
prepares a job specification for each role, and an independent
recruitment firm is appointed. For the Chairman and the Chairs of
Committees, the Committee considers current Board members
too.
• Job
specification outlines the knowledge, professional skills, personal
qualities and experience requirements.
• Potential
candidates assessed against the Company's diversity
policy.
• Committee
discusses the long list, invites a number of candidates for
interview and makes a recommendation to the Board.
• Committee
reviews the induction and training of new Directors.
|
• Committee
assesses each Director annually.
• Evaluation
focuses on whether each Director continues to demonstrate
commitment to their role and provides a valuable contribution
to the Board during the year, taking into account time commitment,
independence, conflicts and training needs.
• Following the
evaluation, the Committee provides a recommendation to shareholders
with respect to the annual re-election of Directors at the
AGM.
• All Directors
retire at the AGM and their re-election is subject to shareholder
approval.
• Committee
reviews Directors' fees, taking into account comparative data and
reports to shareholders.
• Any proposed
changes to the remuneration policy for Directors are discussed and
reported to shareholders.
|
• The Board's succession
policy is that Directors' tenure will be for no longer than nine
years, except in exceptional circumstances, and that each Director
will be subject to annual re-election at the AGM.
• Committee reviews the
Board's current and future needs at least annually. Should any need
be identified the Committee will initiate the selection
process.
• Committee oversees the
handover process for retiring Directors.
|
ä
|
• Following a
rigorous selection process using an independent external
recruitment agency, Sapphire Partners, Samantha Wren and Merryn
Somerset Webb were appointed to the Board with effect from 4 July
2024. Sapphire has no connection with the Company or any of the
Directors.
• The Committee
noted that, as part of the appointment process, the new Directors
have engaged in an induction programme with the Manager and its
various operating functions.
• Samantha Wren
and Merryn Somerset Webb will stand for election as Directors at
the forthcoming AGM, as set out in resolutions 7 and 8 of the
Notice of AGM.
• Other
independent external recruitment agencies were also approached to
provide proposals.
|
• The Board
evaluation was undertaken in July 2024.
• The Chairman
reported on the effectiveness of the Board, himself and its
leadership following the internal evaluation lead by the Chairman
and Senior Independent Director where appropriate.
• The Committee
also reviewed each Director's time commitment and independence by
reviewing a complete list of appointments, including pro bono not
for profit roles, to ensure that each Director remained free from
conflict and had sufficient time available to discharge each of
their duties effectively. All Directors were considered to be
independent in character and judgement.
• The Committee
considered each Director's contributions, and noted that in
addition to extensive experience as professionals and non-executive
Directors, each Director had valuable skills and experience, as
detailed in their biographies on pages 26 and 27.
• Based on its
assessment, the Committee provided individual recommendations for
each Director's election or re-election.
• The Committee
reviewed Directors' fees, using external benchmarking, and
recommended an increase in Directors' fees, as detailed in the
remuneration report.
|
• The Committee
reviewed the succession policy and agreed it was still fit for
purpose.
• The Committee
considered the future needs of the Company and the effect of
individual Directors leaving and whether this would create a
skills/knowledge/ experience gap.
|
ä
|
Recommendations made to, and
approved by, the Board:
• That all
Directors continue to demonstrate commitment to their roles,
provide a valuable contribution to the deliberations of the Board,
remuneration of the Directors was appropriate and Directors remain
free from conflicts with the Company and its Directors, so should
all be recommended for election or re-election by shareholders at
the AGM.
• That Directors'
fees be increased to £41,500 for the Chairman, £31,000 for
non-executive Directors and £35,500 for the Audit and Risk
Committee Chairman.
• That the
Remuneration Report be put to shareholders for approval.
• That Sapphire
Partners be engaged to assist in the search for two new
non-executive Director positions.
• That Samantha
Wren and Merryn Somerset Webb be appointed as a non-executive
Directors with effect from 4 July 2024 and that their election as
non-executive Directors be proposed, and recommended to
shareholders for approval at the forthcoming AGM.
• That an AGM
resolution be proposed to amend to Company's Articles of
Association to increase the aggregate Director fee cap from
£200,000 to £250,000 per annum to allow for potential interest rate
fee increases over the coming years.
Directors' Remuneration Report
Introduction
The following remuneration policy is
currently in force and is subject to a binding vote every three
years. The next vote will take place at the 2026 AGM and the
current policy provisions will apply until that date. The below
Directors' annual report on remuneration is subject to an annual
advisory vote. An ordinary resolution to approve this report will
be put to shareholders at the forthcoming AGM.
At the AGM held on 5 December 2023,
99.96% of the votes cast (including votes cast at the Chairman's
discretion) in respect of approval of the Directors' remuneration
policy were in favour, while 0.04% were against and 23,581 votes
were withheld.
At the AGM held on 5 December 2023,
99.97% of the votes cast (including votes cast at the Chairman's
discretion) in respect of approval of the Directors' remuneration
report for the year ended 31 July 2023 were in favour, while
0.03% were against and 15,581 votes were withheld.
Directors' remuneration policy
The determination of the Directors'
fees is a matter considered by the Nomination Committee and the
Board.
It is the Nomination Committee's
policy to determine the level of Directors' remuneration having
regard to amounts payable to non-executive Directors in the
industry generally, the role that individual Directors fulfil in
respect of Board and Committee responsibilities, and time committed
to the Company's affairs, taking into account the aggregate limit
of fees set out in the Company's Articles of Association. This
aggregate level of Directors' fees is currently set at £200,000 per
annum however, an AGM resolution has been proposed to approve the
amendment of the Articles of Association to increase this to
£250,000 per annum to allow for potential interest rate increases
to Directors' fees in the coming years.
The Chairman of the Board and the
Chairman of the Audit and Risk Committee both receive fees at a
higher rate than the other Directors to reflect their additional
responsibilities. Directors' fees are set at a level to
recruit and retain individuals of sufficient calibre, with the
level of knowledge, experience and expertise necessary to promote
the success of the Company in reaching its short and long-term
strategic objectives. Any Director who performs services which in
the opinion of the Directors are outside the scope of the ordinary
duties of a Director, may be paid additional remuneration to be
determined by the Directors, subject to the previously mentioned
fee cap.
The Board and its Committees are
exclusively comprised of non-executive Directors. No Director past
or present has an entitlement to a pension, and the Company has
not, and does not intend to operate a share scheme for
Directors or to award any share options or long-term performance
incentives to any Director. No Director has a service contract
with the Company. However, Directors have a letter of appointment.
Directors do not receive exit payments and are not provided with
any compensation for loss of office. No other payments are made to
Directors other than the reimbursement of reasonable out-of-pocket
expenses incurred in attending to the Company's
business.
Implementation of policy
The terms of Directors' letters of
appointment are available for inspection at the Company's
registered office address during normal business hours and during
the AGM at the location of such meeting.
The Board did not seek the views of
shareholders in setting this policy. Any comments on the policy
received from shareholders would be considered on a case-by-case
basis.
As the Company does not have any
employees, no employee pay and employment conditions were taken
into account when setting this policy and no employees were
consulted in its construction.
Directors' fees are reviewed
annually and take into account research from third parties on the
fee levels of Directors of peer group companies, as well as
industry norms and factors affecting the time commitment expected
of the Directors. New Directors are subject to the provisions set
out in this remuneration policy.
Directors' annual report on remuneration
This report sets out how the
Directors' remuneration policy was implemented during the year
ended 31 July 2024.
Fees paid to Directors
The following amounts were paid by
the Company to Directors for their services in respect of the year
ended 31 July 2024 and the preceding financial year. Directors'
remuneration is all fixed; they do not receive any variable
remuneration. The performance of the Company over the financial
year is presented in the Performance Summary at the start of the
report.
|
Fees
|
Taxable
benefits1
|
Total
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
Director
|
£
|
£
|
£
|
£
|
£
|
£
|
Philip Kay
|
40,125
|
35,786
|
641
|
-
|
40,766
|
35,786
|
Anja Balfour2
|
-
|
13,534
|
-
|
2,464
|
-
|
15,998
|
Helena Coles3
|
30,083
|
29,167
|
284
|
-
|
30,367
|
29,167
|
Alan Gibbs
|
30,083
|
29,167
|
95
|
-
|
30,178
|
29,167
|
Angus
Macpherson4
|
30,083
|
29,167
|
16,042
|
-
|
46,125
|
29,167
|
Belinda
Richards5
|
31,441
|
33,167
|
-
|
-
|
31,441
|
33,167
|
Samantha Wren6
|
2,672
|
-
|
-
|
-
|
2,672
|
-
|
Merryn Somerset
Webb7
|
2,250
|
-
|
-
|
-
|
2,250
|
-
|
Total
|
166,737
|
169,988
|
17,062
|
2,464
|
183,799
|
172,452
|
1Comprise amounts reimbursed for expenses incurred in carrying
out business for the Company, and which have been grossed up to
include PAYE and NI contributions.
2Resigned as Chairman, and from the Board on 5 December
2022.
3Appointed as a Director on 30 March 2022.
4The Director, who resides in Scotland, incurred taxable
expenses associated with attending Board and Committee meetings.
The taxable benefits paid this year covered expenses spanning a
period of five years since appointment.
5Resigned as Audit Chair and from the Board on 3 July
2024.
6Appointed as Director and Audit Chair on 4 July
2024.
7Appointed as Director on 4 July 2024.
The information in the above table
has been audited.
|
Change in annual fee over
years ended 31 July
|
|
2024
|
2023
|
2022
|
2021
|
2020
|
Director
|
%
|
%
|
%
|
%
|
%
|
Philip Kay (Chairman)
|
12.1
|
n/a
|
n/a
|
n/a
|
n/a
|
Anja Balfour
|
n/a
|
n/a
|
9.8
|
(1.2)
|
(1.7)
|
Helena Coles
|
3.1
|
n/a
|
n/a
|
n/a
|
n/a
|
Alan Gibbs
|
3.1
|
0.5
|
7.5
|
-
|
2.1
|
Angus Macpherson
|
3.1
|
2.7
|
5.2
|
n/a
|
n/a
|
Belinda Richards
|
(5.2)
|
2.0
|
4.5
|
-
|
5.2
|
Samantha Wren
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
Merryn Somerset Webb
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
Consideration of matters relating to Directors'
remuneration
Following the review of Directors'
fees by the Nomination Committee, it was proposed to increase to
all Directors' fees by 3.33% (rounded to the nearest £500), to
commence from 1 July 2024. (Chairman £41,500, Audit and Risk
Committee Chairman £35,500, non-executive Directors £31,000). The
Board approved this recommendation.
The members of the Board at the time
that remuneration levels were considered were as set out on pages
26 and 27. Although no external advice was sought in considering
the levels of Directors' fees, information on fees paid to
Directors of other investment trusts managed by Schroders and peer
group companies provided by the Manager and corporate broker was
taken into consideration, as was independent third party
research.
Change in annual remuneration payable
|
2024
|
2023
|
2022
|
2021
|
2020
|
Directors
|
£
|
£
|
£
|
£
|
£
|
Philip Kay
|
40,766
|
35,786
|
9,640
|
-
|
-
|
Anja Balfour
|
-
|
15,998
|
41,327
|
37,624
|
38,092
|
Helena Coles
|
30,367
|
29,167
|
9,487
|
-
|
-
|
Alan Gibbs
|
30,178
|
29,167
|
29,024
|
27,000
|
27,000
|
Richard Greer
|
-
|
-
|
-
|
-
|
18,000
|
Angus
Macpherson1
|
46,125
|
29,167
|
28,404
|
27,000
|
13,500
|
Belinda Richards
|
31,441
|
33,167
|
32,504
|
31,100
|
31,100
|
Samantha Wren
|
2,672
|
-
|
-
|
-
|
-
|
Merryn Somerset Webb
|
2,250
|
-
|
-
|
-
|
-
|
|
183,799
|
172,452
|
150,386
|
122,724
|
127,692
|
1The Director, who resides in Scotland, incurred taxable
expenses associated with attending Board and Committee meetings.
The taxable benefits paid this year covered expenses spanning a
period of five years since appointment.
The table below compares the
remuneration payable to Directors, to distributions made to
shareholders during the year under review and the prior period. In
considering these figures, shareholders should take into account
the Company's investment objective.
Distributions to shareholders (share buy-backs) vs Directors'
remuneration
|
Year ended
|
Year ended
|
|
|
31 July
|
31 July
|
|
|
2024
|
2023
|
|
|
£'000
|
£'000
|
% Change
|
Remuneration payable to
Directors
|
184
|
172
|
7.0
|
Dividends
|
6,439
|
5,961
|
|
Share buybacks
|
6,160
|
4,359
|
|
Total distributions paid to
shareholders
|
12,599
|
10,320
|
22.1
|
Directors' share interests
The Company's Articles of
Association do not require Directors to own shares in the Company.
The interests of Directors, including those of connected persons,
at the beginning and end of the financial year under review, are
set out below.
|
At 31 July
|
At 31 July
|
|
2024
|
2023
|
Helena Coles
|
5,000
|
nil
|
Alan Gibbs
|
150,000
|
150,000
|
Philip Kay
|
26,527
|
18,627
|
Angus Macpherson
|
49,440
|
49,440
|
Belinda
Richards1
|
4,513
|
4,513
|
Samantha Wren2
|
1,650
|
nil
|
Merryn Somerset
Web3
|
nil
|
nil
|
1 Belinda Richards resigned on 3 July 2024
2 Samantha Wren was appointed as Director and Audit Chair.on 4
July 2024
3 Merryn Somerset Webb was appointed as Director on 4 July
2024
The information in the above table
has been audited. There have been no changes since the year
end.
10-year performance of share price and benchmark total
returns1
1Source: Morningstar/Thomson Reuters.
Returned to 100 at 31 July
2014.
Definitions of terms and performance
measures are provided on pages 70 and 71.
On behalf of the Board
Philip Kay
Chairman
25 September 2024
Statement of Directors' Responsibilities
Directors' responsibilities
The Directors are responsible for
preparing the annual report and financial statements in accordance
with applicable law and regulations.
Company law requires the Directors
to prepare financial statements for each financial year. Under that
law the Directors have prepared the financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 102
"The Financial Reporting Standard applicable in the UK and Republic
of Ireland", and applicable law). Under company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Company and of the return or loss of the Company for that period.
In preparing the financial statements, the Directors are required
to:
- select suitable
accounting policies and then apply them consistently;
- state whether
applicable United Kingdom Accounting Standards, comprising FRS 102,
have been followed, subject to any material departures disclosed
and explained in the financial statements;
- make judgements and
accounting estimates that are reasonable and prudent;
and
- prepare the financial
statements on the going concern basis unless it is inappropriate to
presume that the company will continue in business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the
Directors' remuneration report comply with the Companies Act
2006.
The Directors are also responsible
for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Manager is responsible for the
maintenance and integrity of the webpage dedicated to the Company.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Directors' statement
Each of the Directors, whose names
and functions are listed in the Board of Directors on pages 26 and
27 confirm that, to the best of their knowledge:
- the Company financial
statements, which have been prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 102 "The Financial
Reporting Standard applicable in the UK and Republic of Ireland",
and applicable law), give a true and fair view of the assets,
liabilities, financial position and profit of the
Company;
- the Strategic Report
includes a fair review of the development and performance of the
business and the position of the Company, together with a
description of the principal risks and uncertainties that it faces;
and
- that the annual report
and financial statements, taken as a whole, are fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's performance, business model
and strategy.
On behalf of the Board
Philip Kay
Chairman
25 September 2024
Independent Auditor's Report
to the Members of Schroder Japan
Trust plc
1.
Opinion
In our opinion the financial
statements of Schroder Japan Trust plc (the 'Company'):
- give a true and fair
view of the state of the company's affairs as at 31 July 2024 and
of its profit for the year then ended;
- have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice, including Financial Reporting Standard 102
"The Financial Reporting Standard applicable in the UK and Republic
of Ireland" and the Statement of Recommended Practice issued by the
Association of Investment Companies in July 2022 "Financial
Statements of Investment Trust Companies and Venture Capital
Trusts"; and
- have been prepared in
accordance with the requirements of the Companies Act
2006.
We have audited the financial
statements which comprise:
- the statement of
comprehensive income;
- the statement of
changes in equity;
- the statement of
financial position; and
- the related notes 1 to
21.
The financial reporting framework
that has been applied 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) and the Statement of Recommended Practice
issued by the Association of Investment Companies ("SORP") in July
2022 "Financial Statements of Investment Trust Companies and
Venture Capital Trusts".
2. Basis for
opinion
We conducted our audit in accordance
with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are
further described in the auditor's responsibilities for the audit
of the financial statements section of our report.
We are independent of the company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the
Financial Reporting Council's (the 'FRC's') Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. We confirm that we have not provided any non-audit
services prohibited by the FRC's Ethical Standard to the
company.
We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3. Summary of
our audit approach
Key audit matters
|
The key audit matter that we
identified in the current year was:
|
|
- Valuation and
existence of listed investments
|
|
Within this report, key audit matters
are identified as follows:
|
|
Newly identified
|
|
Increased level of risk
|
|
Similar level of risk
|
|
Decreased level of risk
|
Materiality
|
The materiality that we used in the
current year was £3.51m which was determined on the basis of 1% of
net assets.
|
Scoping
|
We performed our audit scoping based
upon quantitative and qualitative risk assessment factors for each
account balance recorded as at 31 July 2024.
|
Significant changes in our
approach
|
There have been no other significant
changes to our
|
|
audit approach in the current
year.
|
4. Conclusions
relating to going concern
In auditing the financial
statements, we have concluded that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate.
Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going
concern basis of accounting included:
- Considering as part of
our risk assessment the nature of the company, its business model
and related risks, the requirements of the applicable financial
reporting framework and the system of internal control;
- Assessed the
underlying data and key assumptions used to make the assessment,
and evaluating the directors' plans for future actions in relation
to their going concern assessment;
- Assessing the
liquidity and ability of the Investment Manager to trade in the
investment portfolio to cover operational expenditure as
appropriate; and
- Assessing the
appropriateness of the directors' disclosure in note 1 to the
financial statements.
Based on the work we have performed,
we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast
significant doubt on the company's ability to continue as a going
concern for a period of at least 12 months from when the financial
statements are authorised for issue.
In relation to the reporting on how
the company has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the
directors' statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. Key audit
matters
Key audit matters are those matters
that, in our professional judgement, were of most significance in
our audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the
context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters.
6. Our
application of materiality
6.1
Materiality
We define materiality as the
magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable
person would be changed or influenced. We use materiality both in
planning the scope of our audit work and in evaluating the results
of our work.
Based on our professional judgement,
we determined materiality for the financial statements as a whole
as follows:
Materiality
|
£3.51m (2023: £3.02m)
|
Basis for
|
1% of net assets (2023: 1% of net
assets)
|
determining
|
|
materiality
|
|
Rationale
|
as we consider it to be the most
relevant indicator of
|
for the
|
the company's performance for the
users of the
|
benchmark
|
financial statements, as well as
being a key driver of
|
applied
|
shareholder value.
|
6.2. Performance
materiality
We set performance materiality at a
level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the
materiality for the financial statements as a whole. Performance
materiality was set at 70% of materiality for the 2024 audit (2023:
70%). In determining performance materiality, we considered the
following factors:
a. The
company's structure and operating model.
b. The
continuity in place within the business from the previous year with
both management and the administrator.
c. The
lack of changes to accounting policies during the current period
which would require significant judgement.
d. Our
experience from prior period audits, where there has not been a
history of uncorrected misstatements or controls
deficiencies.
e.
Quality of the control environment and our ability to rely on
controls over the valuation and existence of listed
investments.
6.3 Error reporting
threshold
We agreed with the Audit and Risk
Committee that we would report to the Committee all audit
differences in excess of £0.18 million (2023:
£0.15 million), as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds. We
also report to the Audit and Risk Committee on disclosure matters
that we identified when assessing the overall presentation of the
financial statements.
7. An overview
of the scope of our audit
7.1. Scoping
Our audit scope was determined by
obtaining an understanding of the company and its environment,
including internal controls, and assessing the risks of material
misstatement. Audit work to respond to the risks of material
misstatement was performed directly by the audit engagement
team.
7.2. Our consideration of the
control environment
In assessing the company's control
environment, we considered controls in place at the company's
service organisation which acts as administrator. As part of this,
we reviewed the System and Organisation Controls (SOC 1) Report of
the service organisation and have taken a controls reliance
approach in respect of the controls relating to valuation and
existence of listed investments. For the period of 4 months between
the date of the SOC1 report and the company's year end, we tested
the controls relating to valuation and existence of listed
investments. We also reviewed the controls report of the service
organisation in respect of general IT controls. Further, we
obtained an understanding of relevant business processes and
controls that address the risk of material misstatement in
financial reporting.
7.3. Our consideration of
climate-related risks
In planning our audit, we have
considered the potential impact of climate change on the business
and its financial statements. The company continues to develop its
model for assessing and assigning an ESG score on existing and
potential investments based on assessment of the potential impacts
of environmental, social and governance ("ESG") related risks,
including climate change, as outlined on page 12. As a part of our
audit, we held discussions with Management to understand the
process of identifying climate-related risks and the impact on the
Company's financial statements. We have read the climate related
disclosures in the annual report to consider whether they are
materially consistent with the financial statements and our
knowledge obtained in the audit.
8. Other
information
The other information comprises the
information included in the annual report, other than the financial
statements and our auditor's report thereon. The directors are
responsible for the other information contained within the annual
report.
Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in 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 whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that
fact.
We have nothing to report in this
regard.
9.
Responsibilities of directors
As explained more fully in the
directors' responsibilities statement, the directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial
statements, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
10. Auditor's
responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
A further description of our
responsibilities for the audit of the financial statements is
located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor's report.
11. Extent to which the
audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are
instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed
below.
11.1 Identifying and assessing
potential risks related to irregularities
In identifying and assessing risks
of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, we considered
the following:
- the nature of the
industry and sector, control environment and business performance
including the design of the company's remuneration policies, key
drivers for directors' remuneration, bonus levels and performance
targets;
- results of our
enquiries of management, Directors, and the Audit and Risk
Committee about their own identification and assessment of the
risks of irregularities, including those that are specific to the
company's sector;
- any matters we
identified having obtained and reviewed the company's documentation
of their policies and procedures relating to:
- identifying,
evaluating and complying with laws and regulations and whether they
were aware of any instances of non-compliance;
- detecting and
responding to the risks of fraud and whether they have knowledge of
any actual, suspected or alleged fraud;
- the internal controls
established to mitigate risks of fraud or non-compliance with laws
and regulations;
- the matters discussed
among the audit engagement team and relevant internal specialists,
including tax, IT, and financial instrument specialists, regarding
how and where fraud might occur in the financial statements and any
potential indicators of fraud.
As a result of these procedures, we
considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential
for fraud in the following area: valuation and existence of listed
investments. In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the risk of
management override.
We also obtained an understanding of
the legal and regulatory framework that the company operates in,
focusing on provisions of those laws and regulations that had a
direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and
regulations we considered in this context included the UK Companies
Act, Listing Rules, and Investment Trust Tax
Legislations.
In addition, we considered
provisions of other laws and regulations that do not have a direct
effect on the financial statements but compliance with which may be
fundamental to the company's ability to operate or to avoid a
material penalty.
11.2 Audit response to risks
identified
As a result of performing the above,
we identified the valuation and existence of listed investments as
a key audit matter related to the potential risk of fraud. The key
audit matters section of our report explains the matter in more
detail and also describes the specific procedures we performed in
response to that key audit matter.
In addition to the above, our
procedures to respond to risks identified included the
following:
- reviewing the
financial statement disclosures and testing to supporting
documentation to assess compliance with provisions of relevant laws
and regulations described as having a direct effect on the
financial statements;
- enquiring of
management and the Audit and Risk Committee concerning actual and
potential litigation and claims;
- performing analytical
procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to
fraud;
- reading minutes of
meetings of those charged with governance; and
- in addressing the risk
of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing
whether the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business
rationale of any significant transactions that are unusual or
outside the normal course of business.
We also communicated relevant
identified laws and regulations and potential fraud risks to all
engagement team members, including internal specialists, and
remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
Report on other legal and regulatory
requirements
12. Opinions on other
matters prescribed by the Companies Act 2006
In our opinion the part of the
directors' remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work
undertaken in the course of the audit:
- the information given
in the strategic report and the directors' report for the financial
year for which the financial statements are prepared is consistent
with the financial statements; and
- the strategic report
and the directors' report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and
understanding of the company and its environment obtained in the
course of the audit, we have not identified any material
misstatements in the strategic report or the directors'
report.
13. Corporate Governance
Statement
The Listing Rules require us to
review the directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance
Statement relating to the company's compliance with the provisions
of the UK Corporate Governance Code specified for our
review.
Based on the work undertaken as part
of our audit, we have concluded that each of the following elements
of the Corporate Governance Statement is materially consistent with
the financial statements and our knowledge obtained during the
audit:
- the directors'
statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties
identified set out on page 24;
- the directors'
explanation as to its assessment of the company's prospects, the
period this assessment covers and why the period is appropriate set
out on page 24;
- the directors'
statement on fair, balanced and understandable set out on page
33;
- the board's
confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 22;
- the section of the
annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 22;
and
- the section describing
the work of the Audit and Risk Committee set out on pages 31
to 33.
14. Matters on which we
are required to report by exception
14.1 Adequacy of explanations received
and accounting records
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
- we have not received
all the information and explanations we require for our audit;
or
- adequate accounting
records have not been kept, or returns adequate for our audit have
not been received from branches not visited by us; or
- the financial
statements are not in agreement with the accounting records and
returns.
We have nothing to report in respect
of these matters.
14.2 Directors'
remuneration
Under the Companies Act 2006 we are
also required to report if in our opinion certain disclosures of
directors' remuneration have not been made or the part of the
directors' remuneration report to be audited is not in agreement
with the accounting records and returns.
We have nothing to report in respect
of these matters.
15. Other matters which we
are required to address
15.1 Auditor tenure
Following the recommendation of the
Audit and Risk Committee, we were appointed by the board of
directors on 10 April 2019 to audit the financial statements for
the year ending 31 July 2019 and subsequent financial periods. The
period of total uninterrupted engagement including previous
renewals and reappointments of the firm is six years, covering the
years ending 31 July 2019 to 31 July 2024.
15.2 Consistency of the audit report
with the additional report to the Audit and Risk
Committee
Our audit opinion is consistent with
the additional report to the Audit and Risk Committee we are
required to provide in accordance with ISAs (UK).
16. Use of our
report
This report is made solely to the
company's members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
Michael Caullay (Senior
statutory auditor)
for and on behalf of Deloitte
LLP
Statutory Auditor
Glasgow, United Kingdom
25 September 2024
Statement of Comprehensive Income
for the year ended 31 July
2024
|
2024
|
2023
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Net gains on investments held at fair
value through profit or loss
|
2
|
-
|
52,343
|
52,343
|
-
|
22,484
|
22,484
|
Net gains on derivative
contracts
|
10
|
-
|
929
|
929
|
-
|
-
|
-
|
Net foreign currency gains
|
|
-
|
3,055
|
3,055
|
-
|
3,920
|
3,920
|
Income from investments
|
3
|
8,917
|
-
|
8,917
|
8,766
|
-
|
8,766
|
Other interest receivable and similar
income
|
3
|
54
|
-
|
54
|
20
|
-
|
20
|
Gross return
|
|
8,971
|
56,327
|
65,298
|
8,786
|
26,404
|
35,190
|
Investment management fee
|
4
|
(705)
|
(1,644)
|
(2,349)
|
(607)
|
(1,416)
|
(2,023)
|
Administrative expenses
|
5
|
(715)
|
-
|
(715)
|
(653)
|
-
|
(653)
|
Net
return before finance costs and taxation
|
|
7,551
|
54,683
|
62,234
|
7,526
|
24,988
|
32,514
|
Finance costs
|
6
|
(94)
|
(221)
|
(315)
|
(86)
|
(200)
|
(286)
|
Net
return before taxation
|
|
7,457
|
54,462
|
61,919
|
7,440
|
24,788
|
32,228
|
Taxation
|
7
|
(892)
|
-
|
(892)
|
(877)
|
-
|
(877)
|
Net
return after taxation
|
|
6,565
|
54,462
|
61,027
|
6,563
|
24,788
|
31,351
|
Return per share (pence)
|
8
|
5.53
|
45.85
|
51.38
|
5.41
|
20.45
|
25.86
|
The "Total" column of this statement
is the profit and loss account of the Company. The "Revenue" and
"Capital" columns represent supplementary information prepared
under guidance issued by The Association of Investment Companies.
The Company has no other items of other comprehensive income and
therefore the net return/(loss) after taxation is also the total
comprehensive income for the year.
All revenue and capital items in the
above statement derive from continuing operations. No operations
were acquired or discontinued in the year.
The notes on pages 52 to 64 form an
integral part of these accounts.
Statement of Changes in Equity
for the year ended 31 July
2024
|
|
Called-up
|
|
Capital
|
Warrant
|
Special
|
|
|
|
|
|
share
|
Share
|
redemption
|
exercise
|
purchase
|
Capital
|
Revenue
|
|
|
|
capital
|
premium
|
reserve
|
reserve
|
reserve
|
reserves
|
reserve
|
Total
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 31 July 2022
|
|
12,200
|
7
|
301
|
3
|
91,237
|
170,347
|
7,334
|
281,429
|
Repurchase of the Company's
own
|
|
|
|
|
|
|
|
|
|
shares for cancellation
|
|
(210)
|
-
|
210
|
-
|
(4,359)
|
-
|
-
|
(4,359)
|
Net return after taxation
|
|
-
|
-
|
-
|
-
|
-
|
24,788
|
6,563
|
31,351
|
Dividend paid in the year
|
9
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,961)
|
(5,961)
|
At 31 July 2023
|
|
11,990
|
7
|
511
|
3
|
86,878
|
195,135
|
7,936
|
302,460
|
Repurchase of the Company's
own
|
|
|
|
|
|
|
|
|
|
shares for cancellation
|
|
(145)
|
-
|
145
|
-
|
(3,426)
|
-
|
-
|
(3,426)
|
Repurchase of the Company's
own
|
|
|
|
|
|
|
|
|
|
shares into treasury
|
|
-
|
-
|
-
|
-
|
(2,734)
|
-
|
-
|
(2,734)
|
Net return after taxation
|
|
-
|
-
|
-
|
-
|
-
|
54,462
|
6,565
|
61,027
|
Dividend paid in the year
|
9
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,439)
|
(6,439)
|
At
31 July 2024
|
|
11,845
|
7
|
656
|
3
|
80,718
|
249,597
|
8,062
|
350,888
|
The notes on pages 52 to 64 form an
integral part of these accounts.
Statement of Financial Position
at 31 July 2024
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
Fixed assets
|
|
|
|
Investments held at fair value
through profit or loss
|
10
|
353,898
|
331,756
|
Current assets
|
|
|
|
Debtors
|
11
|
2,382
|
1,113
|
Cash and cash equivalents
|
|
7,396
|
4,081
|
Derivative financial instruments held
at fair value through profit or loss
|
|
1,343
|
-
|
|
10
|
11,121
|
5,194
|
Current liabilities
|
|
|
|
Creditors: amounts falling due within
one year
|
12
|
(13,179)
|
(1,669)
|
Amounts held at derivative clearing
houses and brokers
|
11
|
(538)
|
-
|
Derivative financial instruments held
at fair value through profit or loss
|
10
|
(414)
|
-
|
|
|
(14,131)
|
(1,669)
|
Net
current (liabilities)/assets
|
|
(3,010)
|
3,525
|
Total assets less current liabilities
|
|
350,888
|
335,281
|
Creditors: amounts falling due after
more than one year
|
13
|
-
|
(32,821)
|
Net
assets
|
|
350,888
|
302,460
|
Capital and reserves
|
|
|
|
Called-up share capital
|
14
|
11,845
|
11,990
|
Share premium
|
15
|
7
|
7
|
Capital redemption reserve
|
15
|
656
|
511
|
Warrant exercise reserve
|
15
|
3
|
3
|
Share purchase reserve
|
15
|
80,718
|
86,878
|
Capital reserves
|
15
|
249,597
|
195,135
|
Revenue reserve
|
15
|
8,062
|
7,936
|
Total equity shareholders' funds
|
|
350,888
|
302,460
|
Net
asset value per share (pence)
|
16
|
298.88
|
252.25
|
These accounts were approved and
authorised for issue by the Board of Directors on 25 September 2024
and signed on its behalf by:
Philip Kay
Chairman
The notes on pages 52 to 64 form an
integral part of these accounts.
Registered in England and
Wales
Company registration number: 02930057
Notes to the Financial Statements
for the year ended 31 July
2024
1. Accounting
policies
(a)
Basis of
accounting
Schroder Japan Growth Fund plc (the
"Company") is registered in England and Wales as a public company
limited by shares. The company's registered office is 1 London Wall
Place, London EC2Y 5AU.
The financial statements are
prepared in accordance with the Companies Act 2006, United Kingdom
Generally Accepted Accounting Practice ("UK GAAP"), in particular
in accordance with Financial Reporting Standard (FRS) 102 "The
Financial Reporting Standard applicable in the UK and Republic of
Ireland", and with the Statement of Recommended Practice "Financial
Statements of Investment Trust Companies and Venture Capital
Trusts" (the "SORP") issued by the Association of Investment
Companies in July 2022. All of the Company's operations are of a
continuing nature.
The financial statements have been
prepared on a going concern basis under the historical cost
convention, as modified by the revaluation of investments held at
fair value through profit or loss. The Directors believe that the
Company has adequate resources to continue operating for at least
12 months from the date of approval of these accounts. In forming
this opinion, the Directors have taken into consideration: the
controls and monitoring processes in place; the Company's level of
debt and other payables; the level of operating expenses,
comprising largely variable costs which would reduce pro rata in
the event of a market downturn; and that the Company's assets
comprise cash and readily realisable securities quoted in active
markets. In forming this opinion, the Directors have also
considered any potential impact of climate change, and the
risk/impact of elevated and sustained inflation and interest rates
on the viability of the Company. The Company has additionally
performed stress tests which confirm that a 50% fall in the market
prices of the portfolio would not affect the Board's conclusions in
respect of going concern. Further details of Directors'
considerations regarding this are given in the Chairman's
Statement, Portfolio Managers' Review, Going Concern Statement,
Viability Statement and under the Emerging Risks and uncertainties
heading on page 22.
The Company has not presented a
statement of cash flows, as it is not required for an investment
trust which meets certain conditions; in particular that
substantially all of the Company's investments are highly liquid
and carried at market value.
The financial statements are
presented in sterling and amounts have been rounded to the nearest
thousand.
The accounting policies applied to
these financial statements are consistent with those applied in the
financial statements for the year ended 31 July
2023.
Other than the Directors' assessment
of going concern, no significant judgements, estimates or
assumptions have been required in the preparation of the accounts
for the current or preceding financial
year.
(b) Valuation of
investments
The Company's business is investing
in financial assets with a view to profiting from their total
return in the form of income and capital growth. This portfolio of
financial assets and derivative instruments is managed and its
performance evaluated on a fair value basis, in accordance with
a documented investment strategy and information is provided
internally on that basis to the Company's Board of Directors.
Accordingly, upon initial recognition, the investments are
designated by the Company as "held at fair value through profit or
loss". Investments are included initially at transaction price,
excluding expenses incidental to purchase which are written off to
capital at the time of acquisition. Subsequently, investments are
valued at fair value, which are last traded prices as quoted on the
Tokyo Stock Exchange.
The Contracts for Difference (CFD)
held in the portfolio are valued based on the price of the
underlying security or index which they are purchased to
reflect. The fair value of the CFDs is the difference between the
strike price and the underlying shares in the contract.
Investments that are unlisted or not
actively traded are valued using a variety of techniques to
determine their fair value; all such valuations are reviewed by
both the AIFM's Fair Value Pricing Committee and by the directors.
No investments held at the current or comparative year end have
been valued using other techniques.
All purchases and sales are
accounted for on a trade date basis.
(c) Accounting for
reserves
Gains and losses on sales of
investments and increases and decreases in the valuation of
investments are included in the statement of comprehensive income
and in capital reserves within "gains on investments held at fair
value through profit or loss.
Gains and losses on sales of CFDs
and increases and decreases in the valuation of CFDs are included
in the statement of comprehensive income and in capital reserves
within "net gains on derivative contracts.
Foreign exchange gains and losses on
cash and deposit balances and unrealised exchange gains and losses
on foreign currency loans are included in the statement of
comprehensive income and in capital reserves.
(d)
Income
Dividends receivable are included in
revenue on an ex-dividend basis except where, in the opinion of the
board, the dividend is capital in nature, in which case it is
included in capital.
Overseas dividends are included
gross of any withholding tax.
Where the Company has elected to
receive scrip dividends in the form of additional shares rather
than in cash, the amount of the cash dividend foregone is
recognised in revenue. Any excess in the value of the shares
received over the amount of the cash dividend is recognised in
capital.
Deposit interest outstanding at the
year end is calculated and accrued on a time apportionment basis
using market rates of interest.
(e)
Expenses
All expenses are accounted for on an
accruals basis. Expenses are allocated wholly to the revenue column
of the income statement with the following exceptions:
- The investment
management fee is allocated 30% to revenue and 70% to capital in
line with the board's expected long-term split of revenue and
capital return from the Company's investment portfolio.
- Expenses incidental to
the purchase or sale of an investment are charged to capital. These
expenses are commonly referred to as transaction costs and mainly
comprise brokerage commission. Details of transaction costs are
given in note 10 on page 56.
(f) Finance
costs
Finance costs, including any
premiums payable on settlement or redemption and direct issue
costs, are accounted for on an accruals basis using the effective
interest method in accordance with FRS 102.
Finance costs are allocated 30% to
revenue and 70% to capital in line with the board's expected
long-term split of revenue and capital return from the Company's
investment portfolio.
(g) Financial
instruments
Cash and cash equivalents may
comprise cash and demand deposits which are readily convertible to
a known amount of cash and are subject to insignificant risk of
changes in value.
Other debtors and creditors do not
carry any interest, are short-term in nature and are accordingly
stated at nominal value, with debtors reduced by appropriate
allowances for estimated irrecoverable amounts.
Bank loans and overdrafts are
classified as loans and receivables and are initially measured at
fair value and subsequently measured at amortised cost. They are
recorded at the proceeds received net of direct issue costs.
Finance costs, including any premiums payable on settlement or
redemption and direct issue costs, are accounted for on an accruals
basis using the effective interest method.
(h)
Taxation
The tax charge for the year is based
on amounts expected to be received or
paid.
Deferred tax is accounted for in
accordance with FRS 102.
Deferred tax is provided on all
timing differences that have originated but not reversed by the
balance sheet date.
Deferred tax liabilities are
recognised for all taxable timing differences but deferred tax
assets are only recognised to the extent that it is probable that
taxable profits will be available against which those timing
differences can be utilised.
Tax relief is allocated to expenses
charged to the capital column of the statement of comprehensive
income on the "marginal basis". On this basis, if taxable income is
capable of being entirely offset by revenue expenses, then no tax
relief is transferred to capital.
Deferred tax is measured at the tax
rate which is expected to apply in the periods in which the timing
differences are expected to reverse, based on tax rates that have
been enacted or substantively enacted at the accounting date and is
measured on an undiscounted basis.
(i) Foreign
currency
In accordance with FRS 102, the
Company is required to determine a functional currency, being the
currency in which the Company predominantly operates. The Board,
having regard to the currency of the Company's share capital and
the predominant currency in which its shareholders operate, has
determined that sterling is the functional currency and the
currency in which the accounts are presented.
Transactions denominated in foreign
currencies are converted at actual exchange rates as at the date of
the transaction.
Monetary assets, liabilities and
equity investments denominated in foreign currencies at the year
end, are translated at the rates of exchange prevailing at the year
end.
(j) Dividends
payable
In accordance with FRS 102, the
final dividend is included in the accounts in the year in which it
is paid.
(k) Repurchase of
Ordinary Shares
The costs of repurchasing Ordinary
shares including related stamp duty and transaction costs are taken
directly to equity and reported through the Statement of Changes in
Equity as a charge on the share purchase reserve. Share repurchase
transactions are accounted for on a trade date basis.
The nominal value of Ordinary share
capital repurchased and cancelled is transferred out of called up
share capital and into the capital redemption reserve. The nominal
value of Ordinary share capital repurchased and held in treasury
remain in the called up share capital reserve.
2. Gains on
investments held at fair value through profit or
loss
|
2024
|
2023
|
|
£'000
|
£'000
|
Gains on sales of investments based
on historic cost
|
40,054
|
16,885
|
Amounts recognised in investment
holding gains and losses in the previous year in respect of
investments
|
|
|
sold in the year
|
(29,179)
|
(17,909)
|
Gains/(losses) on sales of
investments based on the carrying value at the previous balance
sheet date
|
10,875
|
(1,024)
|
Net movement in investment holding
gains and losses
|
41,468
|
23,508
|
Gains on investments held at fair
value through profit and loss
|
52,343
|
22,484
|
3.
Income
|
2024
|
2023
|
|
£'000
|
£'000
|
Income from investments:
|
|
|
Overseas dividends
|
8,917
|
8,766
|
Other interest receivable and similar income
|
|
|
Deposit interest
|
54
|
20
|
Total income
|
8,971
|
8,786
|
4. Investment
management fee
|
2024
|
2023
|
|
|
|
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Management fee
|
705
|
1,644
|
2,349
|
607
|
1,416
|
2,023
|
The basis for calculating the
investment management fee is set out in the Report of the Directors
on page 29 and details of all amounts payable to the Manager are
given in note 17 on page 59.
5.
Administrative expenses
|
2024
|
2023
|
|
£'000
|
£'000
|
Administration expenses
|
361
|
305
|
Directors' fees1
|
167
|
170
|
Company secretarial fee
|
90
|
90
|
Marketing support fee
|
58
|
50
|
Auditor's remuneration for audit
services
|
39
|
38
|
|
715
|
653
|
1Details of all amounts payable to Directors are given in the
Remuneration Report on page 38.
6. Finance
costs
|
2024
|
2023
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Interest on bank loans and
overdrafts
|
94
|
221
|
315
|
86
|
200
|
286
|
7.
Taxation
(a) Analysis of tax
charge for the year
|
2024
|
2023
|
|
£'000
|
£'000
|
Irrecoverable overseas tax
|
892
|
877
|
Taxation
|
892
|
877
|
(b) Factors
affecting tax charge for the year
The tax assessed for the year is
lower (2023: lower) than the Company's applicable rate of
corporation tax for the year of 25% (2023: 21%).
The factors affecting the tax charge
for the year are as follows:
|
2024
|
2023
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Net return before taxation
|
7,457
|
54,462
|
61,919
|
7,526
|
24,988
|
32,514
|
Net return before taxation multiplied
by the Company's
|
|
|
|
|
|
|
applicable rate of corporation tax
for the year of 25% (2023: 21%)
|
|
|
|
|
|
|
Effects of :
|
1,864
|
13,616
|
15,480
|
1,562
|
5,206
|
6,768
|
Capital gains on
investments
|
-
|
(14,082)
|
(14,082)
|
-
|
(5,545)
|
(5,545)
|
Income not chargeable to corporation
tax
|
(2,229)
|
-
|
(2,229)
|
(1,840)
|
-
|
(1,840)
|
Unrelieved expenses
|
365
|
466
|
831
|
278
|
339
|
617
|
Irrecoverable overseas tax
|
892
|
-
|
892
|
877
|
-
|
877
|
Taxation for the year
|
892
|
-
|
892
|
877
|
-
|
877
|
(c) Deferred
tax
The Company has an unrecognised
deferred tax asset of £11,513,000 (2023: £10,682,000) based on a
prospective corporation tax rate of 25.0% (2023: 25%). The main
rate of corporation tax increased to 25% for fiscal years beginning
on or after 1 April 2023.
This deferred tax asset has arisen
due to the cumulative excess of deductible expenses over taxable
income. Given the composition of the Company's portfolio, it is not
likely that this asset will be utilised in the foreseeable future
and therefore no asset has been recognised in the accounts.
Given the Company's status as an
Investment Trust Company, no provision has been made for deferred
tax on any capital gains or losses
8. Return per
share
|
2024
|
2023
|
|
£'000
|
£'000
|
Revenue return
|
6,565
|
6,563
|
Capital return
|
54,462
|
24,788
|
Total return
|
61,027
|
31,351
|
Weighted average number of ordinary
shares in issue during the year
|
118,779,949
|
121,214,425
|
Revenue return per share
(pence)
|
5.53
|
5.41
|
Capital return per share
(pence)
|
45.85
|
20.45
|
Total return per share (pence)
|
51.38
|
25.86
|
9.
Dividends
Dividend paid and
proposed
|
2024
|
2023
|
|
£'000
|
£'000
|
2023
final dividend proposed of 5.40p (2022: 4.90p) to be paid out of
revenue profits
|
6,4391
|
5,961
|
|
|
|
|
2024
|
2023
|
|
£'000
|
£'000
|
2024
final dividend proposed of 10.81p (2023: 5.40p) to be paid out of
revenue profits
|
12,691
|
6,475
|
1The 2023 final dividend amounted to £6,475,000. However the
amount actually paid was £6,439,000 as shares were repurchased and
cancelled, after the accounting date, but prior to the dividend
Record Date.
The proposed dividend amounting to
£12,691,000 (2023: £6,475,000) is the amount used for the basis of
determining whether the Company has satisfied the distribution
requirements of Section 1158 of the Corporation Tax Act 2010. The
revenue available for distribution by way of dividend for the year
is £6,565,000 (2023; £6,563,000).
10. Investments held at
fair value through profit or loss
(a) Movement in
investments
|
2024
|
2023
|
|
£'000
|
£'000
|
Opening book cost
|
277,426
|
264,723
|
Opening investment holding
gains
|
54,330
|
48,731
|
Opening fair value
|
331,756
|
313,454
|
Analysis of transactions made during the
year
|
|
|
Purchases at cost
|
108,919
|
85,094
|
Sales proceeds received
|
(139,120)
|
(89,276)
|
Gains on investments held at fair
value
|
52,343
|
22,484
|
Closing fair value
|
353,898
|
331,756
|
Closing book cost
|
287,279
|
277,426
|
Closing investment holding
gains
|
66,619
|
54,330
|
Closing fair value
|
353,898
|
331,756
|
All investments are listed on a
recognised stock exchange.
The Company received £139,120,000
(2023: £89,276,000) from disposal of investments in the year. The
book cost of these investments when they were purchased were
£99,066,000 (2023: £72,391,000). These investments have been
revalued over time and until they were sold any unrealised
gains/losses were included in the fair value of the
investments.
(b) Transaction
costs
The following transaction costs,
mainly comprising brokerage commissions, were incurred during the
year:
|
2024
|
2023
|
|
£'000
|
£'000
|
On acquisitions
|
23
|
23
|
On disposals
|
30
|
21
|
|
53
|
44
|
(c) Derivative
financial instruments
|
2024
|
2023
|
Contracts for Differences
(CFDs)
|
£'000
|
£'000
|
Currency gains on CFDs
|
-
|
-
|
Movement in investment holding gains
on CFDs
|
929
|
-
|
|
929
|
-
|
|
2024
|
2024
|
2023
|
2023
|
|
Asset
|
Fair
|
Asset
|
Fair
|
|
exposure
|
value
|
exposure
|
value
|
Derivative financial instruments held at fair value through
profit or loss
|
£'000
|
£'000
|
£'000
|
£'000
|
CFD assets
|
32,577
|
1,343
|
-
|
-
|
CFD liabilities
|
16,117
|
(414)
|
-
|
-
|
|
48,694
|
929
|
-
|
-
|
The CFDs are held in order to
increase exposure to stock movements without the financial
commitment of purchasing the stock. The total market exposure on
the CFDs held at the year end is £48,694,000 (2023: £nil) and the
liability attached to the contract for differences is £47,765,000
(2023: nil). This resulted in a net unrealised gain of £929,000
(2023: £nil).
11. Current
Assets
|
2024
|
2023
|
Debtors
|
£'000
|
£'000
|
Securities sold awaiting
settlement
|
1,960
|
750
|
Dividends and interest
receivable
|
398
|
338
|
Other debtors
|
24
|
25
|
|
2,382
|
1,113
|
The Directors consider that the
carrying amount of debtors approximates to their fair
value.
|
|
|
|
|
|
|
2024
|
2023
|
Cash and cash equivalents
|
£'000
|
£'000
|
Cash at bank
|
7,396
|
4,081
|
Amounts held at derivative clearing
houses and brokers
|
(538)
|
-
|
|
6,858
|
4,081
|
12. Current Liabilities
Creditors: amounts falling due within one year
|
2024
|
2023
|
|
£'000
|
£'000
|
Securities purchased awaiting
settlement
|
1,943
|
951
|
Repurchase of ordinary shares into
treasury awaiting settlement
|
109
|
-
|
Other creditors and
accruals
|
778
|
718
|
Bank loan
|
10,349
|
-
|
|
13,179
|
1,669
|
The Directors consider that the
carrying amount of creditors approximates to their fair
value.
The Company has a yen 2.0 billion
credit facility available from Sumitomo Mitsui Banking Corporation,
London Branch, which was fully drawn at the year end (2023:
undrawn).
Further details of the facility are
given in note 20 on page 59.
13. Creditors: amounts
falling due after more than one year
|
2024
|
2023
|
|
£'000
|
£'000
|
Bank
loan
|
-
|
32,821
|
In addition to the credit facility
detailed in Note 12 above, the Company had a yen 6.0 billion
three-year term loan from SMBC Bank International plc, which was to
expire January 2025. The bank loan was fully repaid during the year
(2023: yen 6.0 billion).
14. Called-up share
capital
|
2024
|
2023
|
|
£'000
|
£'000
|
Ordinary shares allotted, called-up
and fully paid:
|
|
|
Ordinary shares in issue:
|
|
|
Opening balance of 119,903,965 (2023:
122,00,562) ordinary shares of 10p each
|
11,990
|
12,200
|
Repurchase and cancellation of
1,450,679 (2023: 2,096,597) shares
|
(145)
|
(210)
|
Repurchase of 1,052,758 (2023: nil)
shares held in treasury
|
(105)
|
-
|
Subtotal of 117,400,528 (2023:
119,903,965) shares
|
11,740
|
11,990
|
1,052,758 (2023: nil) shares held in
treasury
|
105
|
-
|
Closing balance of 118,453,286 (2023: 119,903,965)
shares
|
11,845
|
11,990
|
During the year, the Company
purchased 2,503,437 of its own shares, nominal value £145,000, for
cancellation and £105,000 to hold in treasury, for a total
consideration of £6,160,000 representing 2.09% of the shares
outstanding at the beginning of the year. The reason for these
share repurchases was to seek to manage the volatility of the share
price discount to net asset value per share.
15.
Reserves
|
Capital
reserves
|
|
|
|
|
|
|
Gains and
|
Investment
|
|
|
|
Capital
|
Warrant
|
Share
|
losses on
|
holding
|
|
|
Share
|
redemption
|
exercise
|
purchase
|
sales of
|
gains and
|
Revenue
|
|
premium1
|
reserve1
|
reserve1
|
reserve2
|
investments2
|
losses3
|
reserve4
|
2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Opening balance
|
7
|
511
|
3
|
86,878
|
135,027
|
60,108
|
7,936
|
Gains on sales of investments based
on the
|
|
|
|
|
|
|
|
carrying value at the previous
balance sheet date
|
-
|
-
|
-
|
-
|
10,875
|
-
|
-
|
Net movement in investment holding
gains and losses
|
-
|
-
|
-
|
-
|
-
|
41,468
|
-
|
Transfer on disposal of
investments
|
-
|
-
|
-
|
-
|
29,179
|
(29,179)
|
-
|
Gains on contracts for
difference
|
-
|
-
|
-
|
-
|
-
|
929
|
-
|
Realised exchange losses on cash and
short-term deposits
|
-
|
-
|
-
|
-
|
(8)
|
-
|
-
|
Exchange gains/(losses) on foreign
currency loan
|
-
|
-
|
-
|
-
|
8,282
|
(5,219)
|
-
|
Management fee and finance costs
allocated to capital
|
-
|
-
|
-
|
-
|
(1,865)
|
-
|
-
|
Share repurchases for
cancellation
|
-
|
145
|
-
|
(3,426)
|
-
|
-
|
-
|
Share repurchases into
treasury
|
-
|
-
|
-
|
(2,734)
|
-
|
-
|
-
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,439)
|
Retained revenue for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
6,565
|
Closing balance
|
7
|
656
|
3
|
80,718
|
181,490
|
68,107
|
8,062
|
|
Capital
reserves
|
|
|
|
|
|
|
Gains and
|
Investment
|
|
|
|
Capital
|
Warrant
|
Share
|
losses on
|
holding
|
|
|
Share
|
redemption
|
exercise
|
purchase
|
sales of
|
gains and
|
Revenue
|
|
premium1
|
reserve1
|
reserve2
|
reserve2
|
investments2
|
losses3
|
reserve4
|
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Opening balance
|
7
|
301
|
3
|
91,237
|
119,908
|
50,439
|
7,334
|
Losses on sales of investments based
on the carrying
|
|
|
|
|
|
|
|
value at the previous balance sheet
date
|
-
|
-
|
-
|
-
|
(1,024)
|
-
|
-
|
Net movement in investment holding
gains and losses
|
-
|
-
|
-
|
-
|
-
|
23,508
|
-
|
Transfer on disposal of
investments
|
-
|
-
|
-
|
-
|
17,909
|
(17,909)
|
-
|
Realised exchange losses on cash and
short-term deposits
|
-
|
-
|
-
|
-
|
(150)
|
-
|
-
|
Exchange gains on foreign currency
loan
|
-
|
-
|
-
|
-
|
-
|
4,070
|
-
|
Management fee and finance costs
allocated to capital
|
-
|
-
|
-
|
-
|
(1,616)
|
-
|
-
|
Share repurchases for
cancellation
|
-
|
210
|
-
|
(4,359)
|
-
|
-
|
-
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,961)
|
Retained revenue for the
year
|
-
|
-
|
-
|
-
|
-
|
-
|
6,563
|
Closing balance
|
7
|
511
|
3
|
86,878
|
135,027
|
60,108
|
7,936
|
1These reserves are not distributable.
2These are realised (distributable) capital reserves which may
be used to repurchase the Company's own shares or distributed as
dividends.
3This reserve comprises holding gains on liquid investments
(which may be deemed to be realised) and other amounts which are
unrealised. An analysis has not been made between those amounts
that are realised (and may be distributed as dividends or used to
repurchase the Company's own shares) and those that are
unrealised.
4The revenue reserve may be distributed as dividends or used to
repurchase the Company's own shares.
16. Net asset value per
share
|
2024
|
2023
|
Net assets attributable to
shareholders (£'000)
|
350,888
|
302,460
|
Shares in issue at the year
end
|
117,400,528
|
119,903,965
|
Net asset value per share
(pence)
|
298.88
|
252.25
|
17. Transactions with the
Manager
Under the terms of the AlFM
Agreement, the Manager is entitled to receive a management fee, a
marketing support fee and a company secretarial fee. Details of the
AIFM agreement are given in the Report of the Directors on page 29.
Any investments in funds managed or advised by the Manager or any
of its associated companies are excluded from the assets used for
the purpose of the management fee calculation and therefore incur
no fee.
The management fee payable in
respect of the year ended 31 July 2024 amounted to £2,349,000
(2023: £2,023,000), of which £613,000 (2023: £535,000) was
outstanding at the year end. The marketing support fee payable to
the Manager amounted to £50,000 (2023: £50,000) of which £13,000
(2023: £13,000) was outstanding at the year end. The company
secretarial fee payable to the Manager amounted to £90,000 (2023:
£90,000) of which £23,000 (2023: £23,000) was outstanding at the
year end.
18. Related party
transactions
Details of the remuneration payable
to Directors are given in the Remuneration Report on page 38 and
details of Directors' shareholdings are given in the Report of the
Directors on page 39. Details of transactions with the Manager are
given in note 17 above. There have been no other transactions with
related parties during the year (2023: nil).
19. Disclosures regarding
financial instruments measured at fair value
The Company's financial instruments
within the scope of FRS 102 that are held at fair value comprise
its investment portfolio and derivative financial
instruments.
FRS 102 requires financial
instruments to be categorised into a hierarchy consisting of the
three levels below.
Level 1 - valued using unadjusted
quoted prices in active markets for identical assets.
Level 2 - valued using observable
inputs other than quoted prices included within Level 1.
Level 3 - valued using inputs that
are unobservable.
Details of the valuation techniques
used by the Company are given in note 1(b) on page 52.
The following table sets out the
fair value measurements using the FRS 102 hierarchy at 31
July:
|
2024
|
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Financial instruments held at fair value through profit or
loss
|
|
|
|
|
Equity investments
|
353,898
|
-
|
-
|
353,898
|
Derivative financial instruments -
contracts for differences (CFDs)
|
-
|
929
|
-
|
929
|
Total
|
353,898
|
929
|
-
|
354,827
|
|
2023
|
|
|
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Financial instruments held at fair value through profit or
loss
|
|
|
|
|
Equity investments
|
331,756
|
-
|
-
|
331,756
|
Total
|
331,756
|
-
|
-
|
331,756
|
20. Financial instruments'
exposure to risk and risk management policies
The investment objective is set out
on the inside front cover of this report. In pursuing this
objective, the Company is exposed to a variety of risks that could
result in a reduction in the Company's net assets or a reduction in
profits available for
dividends.
These risks include market risk
(comprising currency risk, interest rate risk and market price
risk), liquidity risk and credit risk. The Directors' policy for
managing these risks is set out below. The Board coordinates the
Company's risk management policy.
The objectives, policies and
processes for managing the risks and the methods used to measure
the risks that are set out below, have not changed from those
applying in the comparative year.
The Company's classes of financial
instruments are as follows:
- investments in shares
of Japanese companies which are held in accordance with the
Company's investment
objective;
- a credit facility and
a term loan, the purpose of which are to manage working capital
requirements and to gear the Company as appropriate;
- short-term debtors,
creditors and cash arising directly from its operations;
and
- Contract for
differences, which are used for the purpose to gain exposure to the
Japanese market.
(a) Market
risk
The fair value or future cash flows
of a financial instrument held by the Company may fluctuate because
of changes in market prices. This market risk comprises three
elements: currency risk, interest rate risk and market price risk.
Information to enable an evaluation of the nature and extent of
these three elements of market risk is given in parts (i) to (iii)
of this note, together with sensitivity analyses where appropriate.
The Board reviews and agrees policies for managing these risks and
these policies have remained unchanged from those applying in the
comparative year. The Manager assesses the exposure to market risk
when making each investment decision and monitors the overall level
of market risk on the whole of the investment portfolio on an
ongoing basis.
(i) Currency
risk
The Company's functional currency
and the currency in which it reports, is sterling. However the
Company's assets, liabilities and income are almost entirely
denominated in yen. As a result, movements in the exchange rate
will affect the sterling value of those items.
Management of currency risk
The Manager monitors the Company's
exposure to foreign currencies on a daily basis and reports to the
Board, which meets on at least four occasions each year. The
Manager measures the risk to the Company of the foreign currency
exposure by considering the effect on the Company's net asset value
and income of a movement in the yen/sterling exchange rate. It is
currently not the Company's policy to actively hedge against
currency risk. However any yen denominated borrowing acts to reduce
the exposure of the Company's portfolio to the yen/sterling
exchange rate. Income is converted to sterling on receipt. The
Company may use short-term forward currency contracts to manage
working capital requirements.
Foreign currency exposure
The fair value of the Company's
monetary items that have exposure to the yen at 31 July are shown
below. The Company's investments and derivative financial
instruments (which are not monetary items) have been included
separately in the analysis so as to show the overall level of
exposure.
|
2024
|
2023
|
|
£'000
|
£'000
|
Debtors (securities sold awaiting
settlement, dividends and interest receivable)
|
2,358
|
1,080
|
Cash and cash equivalents
|
5,709
|
694
|
Creditors (securities purchased
awaiting settlement)
|
(1,943)
|
(951)
|
Bank loans (including accrued
interest payable)
|
(10,373)
|
(32,833)
|
Foreign currency exposure on net
monetary items
|
(4,249)
|
(32,010)
|
Investments held at fair value
through profit or loss that are equities
|
353,898
|
331,756
|
Derivative financial instruments held
at fair value through profit or loss
|
929
|
-
|
Total net foreign currency exposure
|
350,578
|
299,746
|
The above year end amounts are
broadly representative of the exposure to foreign currency risk
during the current and comparative year.
Foreign currency sensitivity
The following tables illustrate the
sensitivity of return after taxation for the year and net assets
with regard to the Company's monetary financial assets, financial
liabilities and exchange rates. The sensitivity analysis is based
on the Company's monetary currency financial instruments held at
each balance sheet date and assumes a 10% (2023: 10%) appreciation
or depreciation in sterling against the yen, which is considered to
be a reasonable illustration based on the volatility of
exchange rates during the year.
If sterling had weakened by 10% this
would have had the following effect:
|
2024
|
2023
|
|
£'000
|
£'000
|
Statement of comprehensive income -
return after taxation
|
|
|
Revenue return
|
798
|
782
|
Capital return
|
(447)
|
(3,221)
|
Total return after taxation for the
year
|
351
|
(2,439)
|
Net assets
|
35,058
|
29,975
|
|
35,409
|
27,536
|
Conversely if sterling had
strengthened by 10% this would have had the following
effect:
|
2024
|
2023
|
|
£'000
|
£'000
|
Statement of comprehensive income -
return after taxation
|
|
|
Revenue return
|
(798)
|
(782)
|
Capital return
|
447
|
3,221
|
Total return after taxation for the
year
|
(351)
|
2,439
|
Net assets
|
(35,058)
|
(29,975)
|
|
(35,409)
|
(27,536)
|
In the opinion of the Directors, the
above sensitivity analysis is broadly representative of the current
and comparative year.
(ii) Interest rate
risk
Interest rate movements may affect
the level of income receivable on cash deposits and the interest
payable on variable rate borrowings when interest rates are
re-set.
Management of interest rate risk
Liquidity and borrowings are managed
with the aim of increasing returns to shareholders. The Company may
use gearing to enhance performance (including the use of CFDs) but
investment exposure will not exceed 125% of net asset
value.
The possible effects on cash flows
that could arise as a result of changes in interest rates are taken
into account when the Company borrows on the credit facility.
However, amounts drawn down on this facility are for short-term
periods and therefore exposure to interest rate risk is not
significant. The Company has a revolving credit facility agreement
which carries a floating rate of interest and which is therefore
exposed to interest rate changes.
Interest rate exposure
The exposure of financial assets and
financial liabilities to floating interest rates, giving cash flow
interest rate risk when rates are re-set, is shown
below:
|
2024
|
2023
|
|
£'000
|
£'000
|
Exposure to floating interest
rates:
|
|
|
Cash and cash equivalents
|
7,396
|
4,081
|
Creditors: amounts falling due within
one year:
|
|
|
Bank loan - revolving credit
facility
|
(10,349)
|
-
|
Creditors: amounts falling due after
more than one year :
|
|
|
Bank loan - term loan
|
-
|
(32,821)
|
Total exposure
|
(2,953)
|
(28,740)
|
The floating rate assets consist of
cash deposits on call. Sterling cash deposits at call earn interest
at floating rates based on Sterling Overnight Index Average
("SONIA") rates, (2023: same).
The bank loan is a yen 2 billion,
184 day credit facility arrangement with SMBC, to 10 November 2024.
Under the terms of the agreement, interest is payable at the
"Compounded Reference Rate", being the aggregate of the Daily
Non-Cumulative Compounded Risk Free Reference Rate plus the
applicable Credit Adjustment Spread.
During the year, the Company fully
repaid its yen 6.0 billion three-year term loan from SMBC Bank
International plc, expiring in January 2025 and carrying a floating
interest rate, calculated at the daily Compounded Risk Free Rate,
plus a 0.8% margin.
The above year end amounts are not
representative of the exposure to interest rates during the year as
the level of cash balances has fluctuated. The maximum and minimum
exposure during the year was as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Maximum debit interest rate exposure
during the year - net debt
|
(41,938)
|
(35,502)
|
Minimum debit interest rate exposure
during the year - net debt
|
(3,491)
|
(27,447)
|
Interest rate sensitivity
The following table illustrates the
sensitivity of the return after taxation for the year and net
assets to a 1.0% (2023: 1.0%) increase or decrease in interest
rates. This level of change is considered to be a reasonable
illustration based on observation of current market conditions. The
sensitivity analysis is based on the Company's monetary financial
instruments held at the accounting date and which are exposed to
interest rate movements, with all other variables held
constant.
|
2024
|
2023
|
|
1.0%
increase
|
1.0%
decrease
|
1.0%
increase
|
1.0%
decrease
|
|
in rate
|
in rate
|
in rate
|
in rate
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Statement of comprehensive income -
return after taxation
|
|
|
|
|
Revenue return
|
38
|
(38)
|
(58)
|
58
|
Capital return
|
(72)
|
72
|
(230)
|
230
|
Total return after taxation
|
(34)
|
34
|
(288)
|
288
|
Net
assets
|
(34)
|
34
|
(288)
|
288
|
In the opinion of the Directors,
this sensitivity analysis may not be representative of the
Company's future exposure to interest rate changes due to
fluctuations in the level of cash balances and drawings on the
credit facility.
(iii) Market price
risk
Market price risk includes changes
in market prices, other than those arising from interest rate risk,
which may affect the value of the Company's investments.
Management of market price risk
The Board meets on at least four
occasions each year to consider the asset allocation of the
portfolio and the risk associated with particular industry sectors.
The investment management team has responsibility for monitoring
the portfolio, which is selected in accordance with the Company's
investment objective and seeks to ensure that individual stocks
meet an acceptable risk/reward profile.
Market price risk exposure
The Company's total exposure to
changes in market prices at 31 July comprised its portfolio of
investments as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Investments held at fair value
through profit or loss
|
353,898
|
331,756
|
Derivative financial instruments -
portfolio exposure
|
48,694
|
-
|
|
402,592
|
331,756
|
The above data is broadly
representative of the exposure to market price risk during the
year.
Concentration of exposure to market price
risk
An analysis of the Company's
investments is given on page 14. The portfolio comprises securities
listed on Japanese stock markets and CFDs with exposure to the
Japanese stock market. Accordingly there is a concentration of
exposure to that country. However it should be noted that an
investment may not be entirely exposed to the economic conditions
in its country of listing.
Market price risk sensitivity
The following table illustrates the
sensitivity of the return after taxation for the year and net
assets to an increase or decrease of 10% (2023: 10%) in the fair
values of the Company's investments. This level of change is
considered to be a reasonable illustration based on observation of
current market conditions. The sensitivity analysis is based on the
Company's exposure to market price risk through its portfolio of
investments and includes the impact on the management fee but
assumes all other variables are held constant.
|
2024
|
2023
|
|
10%
increase
|
10%
decrease
|
10%
increase
|
10%
decrease
|
|
in fair
value
|
in fair
value
|
in fair
value
|
in fair
value
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Statement of comprehensive income -
return after taxation
|
|
|
|
|
Revenue return
|
(79)
|
79
|
(65)
|
65
|
Capital return
|
40,076
|
(40,076)
|
33,025
|
(33,025)
|
Total return after taxation and net assets
|
39,998
|
(39,998)
|
32,960
|
(32,960)
|
Percentage change in net asset value
|
11.4%
|
(11.4%)
|
10.9%
|
(10.9%)
|
(b)
Liquidity risk
This is the risk that the Company
will encounter difficulty in meeting its obligations associated
with financial liabilities that are settled by delivering cash or
another financial asset.
Management of the risk
Liquidity risk is not significant as
the Company's assets comprise mainly readily realisable securities
and derivative instruments, which can be sold to meet funding
requirements if necessary. Short-term flexibility is achieved
through the use of a credit facility.
Liquidity risk exposure
Contractual maturities of financial
liabilities, based on the earliest date on which payment can be
required are as follows:
|
2024
|
2023
|
|
Within
|
|
Within
|
Two
|
|
|
one
|
|
one
|
to three
|
|
|
year
|
Total
|
year
|
years
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Creditors: amounts falling due within
one year
|
|
|
|
|
|
Securities purchased awaiting
settlement
|
1,943
|
1,943
|
951
|
-
|
951
|
Repurchase of ordinary shares into
treasury awaiting settlement
|
109
|
109
|
-
|
-
|
-
|
Other creditors and
accruals
|
753
|
753
|
706
|
-
|
706
|
Amounts held at derivative clearing
houses and brokers
|
538
|
538
|
-
|
-
|
-
|
Interest on revolving credit
facility
|
25
|
25
|
-
|
-
|
-
|
Bank loan - revolving credit
facility
|
10,349
|
10,349
|
-
|
-
|
-
|
Creditors: amounts falling due after
more than one year
|
|
|
|
|
|
Interest on term loan Term
loan
|
-
|
-
|
263
|
123
|
386
|
Bank loan -- term loan
|
-
|
-
|
-
|
32,821
|
32,821
|
|
13,717
|
13,717
|
1,920
|
32,944
|
34,864
|
(c) Credit
risk
Credit risk is the risk that the
failure of the counterparty to a transaction to discharge its
obligations under that transaction could result in loss to the
Company.
Management of credit risk
This risk is not significant and is
managed as follows:
Portfolio dealing
The Company invests almost entirely
in markets that operate a 'Delivery versus Payment' settlement
process, ensuring the security of trades and reducing the risk of
losing the principal amount. This approach extends to various
investment instruments, while Contracts for Difference (CFDs) are
settled through cash payments based on the difference between the
opening and closing prices, rather than physical delivery of the
underlying assets. The Manager continuously monitors dealing
activity to ensure best execution, which involves measuring various
indicators including the quality of trade settlement and incidence
of failed trades. Counterparties and brokers must be pre-approved
by the Manager's credit committee. In relation to CFDs,
Counterparty risk is limited to the profit on a contract, not the
notional value. The value in this regard is shown in the table
below under credit risk exposure.
Exposure to the Custodian
The Custodian of the Company's
assets is HSBC Bank plc which has Long-Term Credit Ratings of AA-
with Fitch and Aa3 with Moody's.
The Company's investments are held
in accounts which are segregated from the Custodian's own trading
assets. If the Custodian were to become insolvent, the Company's
right of ownership of its investments is clear and they are
therefore protected. However the Company's cash balances are all
deposited with the Custodian as banker and held on the Custodian's
balance sheet. In accordance with usual banking practice, the
Company will rank as a general creditor to the Custodian in respect
of cash balances.
Credit risk exposure
The following amounts shown in the
Statement of Financial Position, represent the maximum exposure to
credit risk at the current and
comparative year end.
|
2024
|
2023
|
|
£'000
|
£'000
|
Current assets
|
|
|
Debtors - securities sold awaiting
settlement, dividends and interest receivable and other
debtors
|
2,382
|
1,113
|
Cash and cash equivalents
|
7,396
|
4,081
|
Derivative Financial
instruments
|
1,343
|
-
|
|
11,121
|
5,194
|
No debtors are past their due date
and no provision has been made for impairment.
The Company held collateral
denominated in Japanese Yen (JPY) in a segregated account with
JPMorgan Chase Bank. The total amount from JPMorgan Chase Bank as
at 31 July 2024 was £538,000.
(d) Fair values of
financial assets and financial liabilities
All financial assets and liabilities
are either carried at fair value or the amount in the Statement of
Financial Position is a reasonable approximation of fair
value.
21. Capital management
policies and procedures
The Company's objectives, policies
and processes for managing capital are unchanged from the preceding
year.
The Company's debt and capital
structure comprises the following:
|
2024
|
2023
|
|
£'000
|
£'000
|
Debt
|
|
|
Bank loan
|
10,349
|
32,821
|
Equity
|
|
|
Called-up share capital
|
11,845
|
11,990
|
Reserves
|
339,043
|
290,470
|
|
350,888
|
302,460
|
Total debt and equity
|
361,237
|
335,281
|
The Company's capital management
objectives are to ensure that it will continue as a going concern
and to maximise the capital return to shareholders through an
appropriate level of gearing. The Board's policy is that the
Company may use gearing to enhance performance (including the use
of CFDs) but investment exposure will not exceed 125% of net asset
value. Following the change in investment policy gross gearing is
calculated as the amounts by which portfolio exposure exceeds net
assets expressed as a percentage of net assets.
|
2024
|
2024
|
2023
|
2023
|
|
Portfolio
exposure
|
Portfolio
exposure
|
|
|
|
£'000
|
%1
|
£'000
|
%1
|
Investments
|
353,898
|
100.9
|
-
|
-
|
Portfolio exposure on CFDs
|
48,694
|
13.9
|
-
|
-
|
Total portfolio exposures
|
402,592
|
114.8
|
-
|
-
|
Net assets
|
350,888
|
|
-
|
-
|
Gross gearing2
|
|
14.8
|
-
|
-
|
1Portfolio exposure to the market expressed as a percentage of
net assets.
2Gross gearing is the amount by which portfolio exposure
exceeds net assets expressed as a percentage of net
assets.
In the prior year the Board's policy
was to limit gearing to 25%. Net gearing for this purpose is
defined as borrowings used for investment purposes, less cash,
expressed as a percentage of net assets.
|
2024
|
2023
|
|
£'000
|
£'000
|
Borrowings used for investment
purposes, less cash
|
3,491
|
28,740
|
Net assets
|
350,888
|
302,460
|
Net gearing
|
1.0%
|
9.5%
|
The board, with the assistance of
the Manager, monitors and reviews the broad structure of the
Company's capital on an ongoing basis. This review
includes:
- the
planned level of gearing, which takes into account the Manager's
views on the market;
- the
need to buy back shares to be held in treasury, which takes into
account the share price discount;
- the
opportunity for issues of new shares; and
- the
level of dividend distribution in excess of that which is required
to be distributed.
Annual General Meeting - Recommendations
The
Annual General Meeting ("AGM") of the Company will be held on
Tuesday, 10 December 2024 at 1.00pm The formal Notice of Meeting is
set out on page 67.
The
following information is important and requires your immediate
attention. If you are in any doubt about the action you should
take, you should consult an independent financial adviser,
authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in the
Company, please forward this document with its accompanying form of
proxy at once to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or transfer
was effected, for onward transmission to the purchaser or
transferee.
Ordinary business
Resolutions 1 to 12 are all ordinary
resolutions. Resolution 1 is a required resolution. Resolution 2
invites shareholders to approve the final dividend. Resolution 3
concerns the Remuneration Report set out on pages 37 to 40.
Resolutions 4 to 8 invite shareholders to elect or re-elect each of
the Directors for another year, following the recommendations of
the Nomination Committee, set out on pages 35 and 36 (their
biographies are set out on pages 26 and 27).
Resolutions 9 and 10 concern the re-appointment and
remuneration of the Company's auditors, discussed in the Audit and
Risk Committee Report on pages 31 to 33.
Special business
Resolution 11: Continuation (ordinary
resolution)
In accordance with the Company's
Articles of Association, the Directors are required to put forward
a proposal for the continuation of the Company to shareholders at
five yearly intervals. The Board considers that the long-term
investment objectives of the Company remain appropriate and that
the current Manager remains well placed to continue to deliver them
over the long-term. An ordinary resolution will therefore be
proposed at the AGM to agree that the Company should continue as an
investment trust for a further five year period.
Resolution 12: Directors' authority to allot shares (ordinary
resolution) and Resolution 13: power to disapply pre-emption rights
(special resolution)
The Directors are seeking authority
to allot a limited number of unissued ordinary shares for cash
without first offering them to existing shareholders in accordance
with statutory pre-emption procedures.
Appropriate resolutions will be
proposed at the forthcoming AGM and are set out in full in the
Notice of AGM. An ordinary resolution will be proposed to authorise
the Directors to allot shares up to a maximum aggregate nominal
amount of £583,441 (being 5% of the issued share capital as at 25
September 2024, excluding any shares held in treasury). A special
resolution will also be proposed to give the Directors authority to
allot securities for cash on a non pre-emptive basis up to a
maximum aggregate nominal amount of £583,441 (being 5% of the
Company's issued share capital as at 25 September
2024).
The Directors do not intend to allot
shares pursuant to these authorities other than to take advantage
of opportunities in the market as they arise and only if they
believe it to be advantageous to the Company's existing
shareholders to do so and when it would not result in any dilution
of NAV per share.
If approved, both of these
authorities will expire at the conclusion of the AGM in 2025 unless
renewed, varied or revoked earlier.
Resolution 14: Authority to make market purchases of the
Company's own shares (special resolution)
At the AGM held on 5 December 2023,
the Company was granted authority to make market purchases of up to
17,917,392 ordinary shares of 10p each for cancellation or to be
held in treasury. As at 25 September 2024 2,425,617 shares
have been bought back under this authority granted on 5 December
2023 and the Company therefore has remaining authority to purchase
up to 15,491,775 ordinary shares. This authority will expire at the
forthcoming AGM.
The Directors believe it is in the
best interests of the Company and its shareholders to have a
general authority for the Company to buy-back its ordinary shares
in the market as they keep under review the share price discount to
NAV and the purchase of ordinary shares. A special resolution
will be proposed at the forthcoming AGM to give the Company
authority to make market purchases of up to 14.99% of the ordinary
shares in issue as at the date of the Notice of the AGM. The
Directors will exercise this authority only if the Directors
consider that any purchase would be for the benefit of the Company
and its shareholders, taking into account relevant factors and
circumstances at the time. Any shares so purchased would be
cancelled or held in treasury for potential reissue. If renewed,
the authority to be given at the 2024 AGM will lapse at the
conclusion of the AGM in 2025 unless renewed, varied or revoked
earlier.
Resolution 15: Notice period for general meetings (special
resolution)
Resolution 15 set out in the Notice
of AGM is a special resolution and will, if passed, allow the
Company to hold general meetings (other than AGMs) on a minimum
notice period of 14 clear days, rather than 21 clear days as
required by the Companies Act 2006. The approval will be effective
until the Company's next AGM to be held in 2025. The Directors will
only call general meetings on 14 clear days' notice when they
consider it to be in the best interests of the Company's
shareholders and will only do so if the Company offers facilities
for all shareholders to vote by electronic means and when the
matter needs to be dealt with expediently.
Resolution 16: Amendment of the Articles of Association
(special resolution)
The Board is proposing to make an
amendment to the Articles of Association. The proposed change is
set out below:
Fees of non-executive Directors
The Board's existing aggregate level
of Directors' fees is currently set at £200,000 per annum and it is
proposed to increase this level to £250,000 per annum. The increase
in aggregate fees would allow for interest rate fee increases,
necessary appointments and appropriate succession
planning.
Recommendations
The Board considers that the
resolutions relating to the above items of special business are in
the best interests of shareholders as a whole. Accordingly, the
Board unanimously recommends to shareholders that they vote in
favour of the above resolutions and the other resolutions to be
proposed at the forthcoming AGM, as they intend to do in respect of
their own beneficial holdings.
Notice of Annual General Meeting
Notice is hereby given that the
Annual General Meeting of Schroder Japan Trust plc will be held on
Tuesday, 10 December 2024 at 1.00pm at 1 London Wall Place,
London EC2Y 5AU to consider the following resolutions of which
resolutions 1 to 12 will be proposed as ordinary resolutions and
resolutions 13 to 16 will be proposed as special
resolutions:
1. To
receive the Report of the Directors and the audited Accounts for
the year ended 31 July 2024.
2. To
approve a final dividend of 10.81p per share for the year ended
31 July 2024.
3. To
approve the Directors' Remuneration Report for the year ended 31
July 2024.
4. To
approve the re-election of Helena Coles as a Director of the
Company.
5. To
approve the re-election of Philip Kay as a Director of the
Company.
6. To
approve the re-election of Angus Macpherson as a Director of the
Company.
7. To
approve the election of Merryn Somerset Webb as a Director of the
Company.
8. To
approve the election of Samantha Wren as a Director of the
Company.
9. To
re-appoint Deloitte LLP as auditors to the Company.
10. To authorise the
Directors to determine the remuneration of Deloitte LLP as auditors
to the Company.
11. To consider, and
if thought fit, to pass the following resolution as an ordinary
resolution:
"THAT in
accordance with the Articles of Association, the Company should
continue as an investment trust for a further five
years."
12. To consider, and if thought fit,
pass the following resolution as an ordinary resolution:
"THAT in
substitution for all existing authorities the Directors be
generally and unconditionally authorised pursuant to section 551 of
the Companies Act 2006 (the "Act") to exercise all the powers of
the Company to allot relevant securities (within the meaning of
section 551 of the Act) up to an aggregate nominal amount of
£583,441 (being 5% of the issued ordinary share capital, excluding
shares held in treasury, as at 25 September 2024) for a period
expiring (unless previously renewed, varied or revoked by the
Company in a general meeting) at the conclusion of the next Annual
General Meeting of the Company, but that the Company may make an
offer or agreement which would or might require relevant securities
to be allotted after expiry of this authority and the Board may
allot relevant securities in pursuance of that offer or
agreement."
13. To consider and, if thought fit,
to pass the following resolution as a special
resolution:
"THAT,
subject to the passing of Resolution 12 set out above, the
Directors be and are hereby empowered, pursuant to Section 571 of
the Act, to allot equity securities (including any shares held in
treasury) (as defined in section 560(1) of the Act) pursuant to the
authority given in accordance with section 551 of the Act by the
said Resolution 12 and/or where such allotment constitutes an
allotment of equity securities by virtue of section 560(2) of the
Act as if Section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the
allotment of equity securities up to an aggregate nominal amount of
£583,441 (representing 5% of the aggregate nominal amount of the
share capital in issue as at 25 September 2024); and provided that
this power shall expire at the conclusion of the next Annual
General Meeting of the Company but so that this power shall enable
the Company to make offers or agreements before such expiry which
would or might require equity securities to be allotted after such
expiry."
14. To consider and, if thought fit,
to pass the following resolution as a special
resolution:
"THAT the
Company be and is hereby generally and unconditionally authorised
in accordance with Section 701 of the Companies Act 2006 (the
"Act") to make market purchases (within the meaning of Section 693
of the Act) of ordinary shares of 10p each in the capital of the
Company ("Share") at whatever discount the prevailing market price
represents to the prevailing net asset value per Share provided
that:
(a) the maximum number of Shares
which may be purchased is 17,491,548, representing 14.99% of the
Company's issued ordinary share capital as at 25 September 2024
(excluding treasury shares);
(b) the maximum price (exclusive of
expenses) which may be paid for a Share shall not exceed the higher
of;
i) 105% of the average
of the middle market quotations for the Shares as taken from the
London Stock Exchange Daily Official List for the five business
days preceding the date of purchase; and
ii) the higher of the last
independent bid and the highest current independent bid on the
London Stock Exchange;
(c) the minimum price (exclusive of
expenses) which may be paid for a Share shall be 10p, being the
nominal value per Share;
(d) this authority hereby conferred
shall expire at the conclusion of the next Annual General Meeting
of the Company in 2025 (unless previously renewed, varied or
revoked by the Company prior to such date);
(e) the Company may make a contract
to purchase Shares under the authority hereby conferred which will
or may be executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to any such
contract; and
(f) any Shares so purchased
will be cancelled or held in treasury."
15. To consider and, if thought fit,
to pass the following resolution as a special
resolution:
"THAT a
general meeting, other than an Annual General Meeting, may be
called on no less than 14 clear days' notice."
16. To consider and, if thought fit,
to pass the following resolution as a special
resolution:
"THAT the
amended Articles of Association as set out in the printed document
produced to the meeting (and initialled by the Chairman of the
meeting for the purposes of identification) be and are hereby
approved and adopted as the Articles of Association of the Company
in substitution for, and to the exclusion of, all existing Articles
of Association.
By order of the
Board Registered Office:
Schroder Investment Management Limited
1 London Wall Place,
Company Secretary
London EC2Y 5AU
25 September
2024
Registered Number: 02930057
Explanatory Notes to the Notice of Meeting
1. Ordinary shareholders are
entitled to attend and vote at the meeting and to appoint one or
more proxies, who need not be a shareholder, as their proxy to
exercise all or any of their rights to attend, speak and vote on
their behalf at the meeting.
A proxy
form is attached. If you wish to appoint a person other than the
Chairman as your proxy, please insert the name of your chosen proxy
holder in the space provided at the top of the form. If the proxy
is being appointed in relation to less than your full voting
entitlement, please enter in the box next to the proxy holder's
name the number of shares in relation to which they are authorised
to act as your proxy. If left blank your proxy will be deemed to be
authorised in respect of your full voting entitlement (or if this
proxy form has been issued in respect of a designated account
for a shareholder, the full voting entitlement for that designated
account). Additional proxy forms can be obtained by contacting the
Company's Registrars, Equiniti Limited, on +44(0) 121 415 0207, or
you may photocopy the attached proxy form. Please indicate in the
box next to the proxy holder's name the number of shares in
relation to which they are authorised to act as your proxy. Please
also indicate by ticking the box provided if the proxy instruction
is one of multiple instructions being given. Completion and return
of a form of proxy will not preclude a member from attending
the Annual General Meeting and voting in person.
On a vote
by show of hands, every ordinary shareholder who is present in
person has one vote and every duly appointed proxy who is present
has one vote. On a poll vote, every ordinary shareholder who is
present in person or by way of a proxy has one vote for every share
of which he/she is a holder. However it should be noted that a
"Vote Withheld" is not a vote in law and will not be counted in the
calculation of the proportion of the votes 'For' and 'Against' a
resolution.
A proxy
form must be signed and dated by the shareholder or his or her
attorney duly authorised in writing. In the case of joint holdings,
any one holder may sign this form. The vote of the senior joint
holder who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holder
and for this purpose seniority will be determined by the order in
which the names appear on the Register of Members in respect of the
joint holding. To be valid, proxy form(s) must be completed and
returned to the Company's Registrars, Equiniti Limited, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA, in the enclosed
envelope together with any power of attorney or other authority
under which it is signed or a copy of such authority certified
notarially, to arrive no later than 48 hours before the time fixed
for the meeting, or an adjourned meeting. Shareholders may also
appoint a proxy to vote on the resolutions being put to the meeting
online by going to Equiniti's Shareview website,
http://www.shareview.co.uk, and logging in to your Shareview
Portfolio. Once you have logged in, simply click 'View' on the 'My
Investments' page and then click on the link to vote and follow the
on-screen instructions. If you have not yet registered for a
Shareview Portfolio, go to http://www.shareview.co.uk and enter the
requested information. It is important that you register for
a Shareview Portfolio with enough time to complete the
registration and authentication processes. Please note that to be
valid, your proxy instructions must be received by Equiniti no
later than 1.00pm on Friday 6th December 2024. If you have any
difficulties with online voting, you should contact the shareholder
helpline on +44(0) 121 415 0207.
If an
ordinary shareholder submits more than one valid proxy appointment,
the appointment received last before the latest time for receipt of
proxies will take precedence.
Shareholders may not use any electronic address provided either in
this Notice of Annual General Meeting or any related documents to
communicate with the Company for any purposes other than expressly
stated.
Representatives of shareholders that are corporations will have to
produce evidence of their proper appointment when attending the
Annual General Meeting.
2. Any person to whom this
notice is sent who is a person nominated under section 146 of the
Companies Act 2006 to enjoy information rights (a "Nominated
Person") may, under an agreement between him or her and the
shareholder by whom he or she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the
Annual General Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he or she may,
under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
The
statement of the rights of ordinary shareholders in relation to the
appointment of proxies in note 1 above does not apply to Nominated
Persons. The rights described in that note can only be exercised by
ordinary shareholders of the Company.
3. Pursuant to Regulation 41
of the Uncertificated Securities Regulations 2001, the Company has
specified that only those shareholders registered in the Register
of Members of the Company business at 6.30 p.m. two days prior
to the date of an adjourned meeting, shall be entitled to attend
and vote at the meeting in respect of the number of shares
registered in their name at that time. Changes to the Register of
Members after 6.30 p.m. on 6 December 2024 shall be
disregarded in determining the right of any person to attend and
vote at the meeting.
4. CREST members who wish to
appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so by using the procedures described in
the CREST manual. The CREST manual can be viewed at
www.euroclear.com. A CREST message appointing a proxy (a "CREST
proxy instruction") regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction
previously given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by the issuer's agent
(ID RA19) by the latest time for receipt of proxy
appointments.
5. If you are an institutional
investor, you may be able to appoint a proxy electronically via the
Proxymity platform, a process which has been agreed by the Company
and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged
by 1.00 p.m. on Friday, 6th December 2024 in order to be considered
valid. Before you can appoint a proxy via this process you will
need to have agreed to Proxymity's associated terms and conditions.
It is important that you read these carefully as you will be bound
by them, and they will govern the electronic appointment of your
proxy.
6. Copies of the terms of
appointment of the non-executive Directors and a statement of all
transactions of each Director and of his family interests in the
shares of the Company, will be available for inspection by any
member of the Company at the registered office of the Company
during normal business hours on any weekday (English public
holidays excepted) and at the Annual General Meeting by any
attendee, for at least 15 minutes prior to, and during, the Annual
General Meeting. None of the Directors has a contract of service
with the Company.
7. The biographies of the
Directors offering themselves for election and re-election are set
out on pages 26 and 27 of the Company's annual report and financial
statements for the year ended 31 July 2024.
8. As at 25 September 2024,
118,453,286 ordinary shares of 10 pence each were in issue
(1,765,177 shares were held in treasury). Therefore the total
number of voting rights of the Company as at 25 September 2024
was 116,688,109.
9. A copy of this notice of
meeting, which includes details of shareholder voting rights,
together with any other information as required under Section 311A
of the Companies Act 2006, is available from the Company's
webpages, https://www.schroders.com/japantrust.
10. Pursuant to Section 319A of the
Companies Act 2006, the Company must cause to be answered at the
Annual General Meeting any question relating to the business being
dealt with at the Annual General Meeting which is put by a member
attending the meeting, except in certain circumstances, including
if it is undesirable in the interests of the Company or the good
order of the meeting that the question be answered or if to do so
would involve the disclosure of confidential
information.
11. The Company's privacy policy is
available on its webpages. https://www.schroders.com/japantrust.
Shareholders can contact Equiniti for details of how Equiniti
processes their personal information as part of the AGM.
Definitions of Terms and Alternative Performance
Measures
The
terms and performance measures below are those commonly used by
investment companies to assess values, investment performance and
operating costs. Numerical calculations are given where relevant.
Some of the financial measures below are classified as APMs as
defined by the European Securities and Markets Authority. Under
this definition, APMs include a financial measure of historical
financial performance or financial position, other
than a financial measure defined or specified in the
applicable financial reporting framework. APMs have been marked
with an asterisk.
Net
asset value ("NAV") per share
The NAV per share of 298.88p (31
July 2023: 252.25p) represents the net assets attributable to
equity shareholders of £350,888,000 (31 July 2023: £302,460,000)
divided by the number of shares in issue of 117,400,528 (31 July
2023: 119,903,965).
The change in the NAV amounted to
+18.5% (year ended 31 July 2023: +9.4%) over the year. However,
this performance measure excludes the positive impact of dividends
paid out by the Company during the year. When these dividends are
factored into the calculation, the resulting performance measure is
termed the "total return". Total return calculations and
definitions are given below.
Total return*
The combined effect of any dividends
paid, together with the rise or fall in the share price or NAV per
share. Total return statistics enable the investor to make
performance comparisons between investment companies with different
dividend policies. Any dividends received by a shareholder are
assumed to have been reinvested in either the assets of the Company
at its NAV per share at the time the shares were quoted ex-dividend
(to calculate the NAV per share total return) or in additional
shares of the Company (to calculate the share price total
return).
The NAV total return for the period
ended 31 July 2024 is calculated as follows:
Opening NAV at 31/7/23
|
|
|
252.25p
|
Closing NAV at 31/7/24
|
|
|
298.88p
|
|
|
NAV on
|
|
Dividend received
|
XD date
|
XD date
|
Factor
|
5.4p
|
2/11/23
|
250.95p
|
1.022
|
NAV total return, being the closing
NAV,
multiplied by the factor, expressed
as a
percentage change in the opening
NAV:
|
|
|
|
|
|
21.0%
|
The NAV total return for the year
ended 31 July 2023 is calculated as follows:
Opening NAV at 31/7/22
|
|
|
230.68p
|
|
Closing NAV at 31/7/23
|
|
|
252.25p
|
|
|
|
|
NAV on
|
|
Dividend received
|
|
XD date
|
XD date
|
Factor
|
4.9p
|
|
3/11/22
|
228.35p
|
1.021
|
NAV total return, being the closing
NAV,
|
|
|
|
|
multiplied by the factor, expressed
as a
|
|
|
|
|
percentage change in the opening
NAV:
|
|
|
|
+11.7%
|
The share price total return for the
year ended 31 July 2024 is calculated as follows:
Opening share price at
31/7/23
|
|
|
|
234.00p
|
Closing share price at
31/7/24
|
|
|
|
266.00p
|
|
|
|
Share
|
|
|
|
|
price on
|
|
Dividend received
|
|
XD date
|
XD date
|
Factor
|
5.4p
|
|
2/11/23
|
230.00p
|
1.022
|
Share price total return, being the
closing share
|
|
|
|
|
price, multiplied by the factor,
expressed as a
|
|
|
|
|
percentage change in the opening
share price:
|
|
|
|
16.1%
|
Share price total return for the
year ended 31 December 2023 is calculated as follows:
Opening share price at
31/7/22
|
|
|
|
202.00p
|
Closing share price at
31/7/23
|
|
|
|
234.00p
|
|
|
|
Share
|
|
|
|
|
price on
|
|
Dividend received
|
|
XD date
|
XD date
|
Factor
|
4.9p
|
|
3/11/22
|
200.50p
|
1.024
|
Share price total return, being the
closing share
|
|
|
|
|
price, multiplied by the factor,
expressed as a
|
|
|
|
|
percentage change in the opening
share price:
|
|
|
|
+18.7%
|
Benchmark
The measure against which the
Company compares its performance. The Benchmark is now named Tokyo
Stock Price Index Total Return since April 4, 2022, previously
known as TSE First Section Total Return Index.
Discount/premium*
The amount by which the share price
of an investment trust is lower (discount) or higher (premium) than
the NAV per share. If shares are trading at a discount, investors
would be paying less than the value attributable to the shares by
reference to the underlying assets. A premium or discount is
generally the consequence of supply and demand for the shares on
the stock market. The discount or premium is expressed as a
percentage of the NAV per share. The discount at the year end
amounted to 11.0% (31 July 2023: 7.2%), as the closing share price
at 266.00p (31 July 2023: 234.00p) was 11.0% (31 July 2023: 7.2%)
lower than the closing NAV of 298.88p (31 July
2023: 252.25p).
Gearing*
The gross gearing percentage
reflects the portfolio exposure to the market but will not exceed
125% of net asset value. Gross gearing is defined as the amount by
which portfolio exposure exceeds the net asset values expressed as
percentages of net asset value.
|
2024
|
2024
|
2023
|
2023
|
|
Portfolio
exposure
|
Portfolio
exposure
|
|
£'000
|
%
|
£'000
|
%
|
Investments
|
353,898
|
100.9
|
-
|
-
|
CFDs
|
48,694
|
13.9
|
-
|
-
|
Total Portfolio exposures
|
402,592
|
114.8
|
-
|
-
|
Net assets
|
350,888
|
|
|
|
Gross gearing
|
|
14.8
|
|
|
Before the change investment policy
the net gearing percentage reflected the amount of borrowings (i.e.
bank loans or overdrafts) which the Company has drawn down and
invested in the market. This figure is indicative of the extra
amount by which shareholders' funds would move if the Company's
investments were to rise or fall. Net gearing is defined as:
borrowings used for investment purposes, less cash, expressed as a
percentage of net assets. The gearing figure at the relevant year
end is calculated as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Borrowings used for
investment
|
|
|
purposes, less cash
|
3,491
|
28,740
|
Net assets
|
350,888
|
302,460
|
Net gearing
|
1.0%
|
9.5%
|
Leverage*
For the purpose of the Alternative
Investment Fund Managers (AIFM) Directive, leverage is any method
which increases the Company's exposure, including the borrowing of
cash and the use of derivatives. It is expressed as the ratio of
the Company's exposure to its net asset value and is required to be
calculated both on a "Gross" and a "Commitment" method. Under
the Gross method, exposure represents the sum of the absolute
values of all positions, so as to give an indication of overall
exposure. Under the Commitment method, exposure is calculated in a
similar way, but after netting off hedges which satisfy certain
strict criteria.
The Company's leverage policy and
details of its leverage ratio calculation and exposure limits as
required by the AIFM Directive are published on the Company's
webpages and within this report. The Company is also required to
publish periodically its actual leverage exposures. As at 31 July
2024 these were:
Leverage exposure
|
Maximum
ratio
|
Actual
ratio
|
Gross method
|
200.0%
|
114.8%
|
Commitment method
|
200.0%
|
114.8%
|
Ongoing Charges*
Ongoing Charges is calculated in
accordance with the AIC's recommended methodology and represents
the management fee and all other operating expenses excluding
finance costs and transaction costs, amounting to £3,064,000 (31
July 2023: £2,676,000), expressed as a percentage of the average
daily "net asset values" during the year of £320.9 million (31 July
2023: £286.2 million).
*Alternative performance Measures
("APMs").
Shareholder Information
Web
pages and share price information
The Company has dedicated webpages,
which may be found at https://www.schroders.com/japantrust. The
webpages have been designed to be utilised as the Company's primary
method of electronic communication with shareholders. It contains
details of the Company's ordinary share price and copies of annual
reports and other documents published by the Company as well as
information on the Directors, terms of reference of Committees and
other governance arrangements. In addition, the webpages contain
links to announcements made by the Company to the market,
Equiniti's shareview service and Schroders' website. There is also
a section entitled "How to Invest".
The Company releases its NAV on both
a cum and ex-income basis to the market on a daily
basis.
Share price information may also be
found in the Financial Times and on the Company's
webpages.
Association of Investment Companies
The Company is a member of the
Association of Investment Companies. Further information on the
Association can be found on its website,
www.theaic.co.uk.
Individual Savings Account ("ISA") status
The Company's shares are eligible
for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its
affairs so that its shares can be recommended by IFAs to ordinary
retail investors in accordance with the FCA's rules in relation to
non-mainstream investment products and intends to continue to do so
for the foreseeable future. The Company's shares are excluded from
the FCA's restrictions which apply to non-mainstream investment
products because they are shares in an investment trust.
Financial calendar
Half year results
announced
|
March
|
Financial year end
|
31
July
|
Annual results announced
|
September
|
Final dividend paid
|
December
|
Annual General Meeting
|
December
|
Alternative Investment Fund Managers ("AIFM")
Directive
Certain pre-sale, regular and
periodic disclosures required by the AIFM Directive may be found
either in this annual report or on the Company's
webpages.
The Company's leverage policy and
details of limits on leverage required under the AIFM Directive are
published on the Company's webpages.
Illiquid assets
As at the date of this report, none
of the Company's assets are subject to special arrangements arising
from their illiquid nature.
Remuneration disclosures
Quantitative remuneration
disclosures to be made in this annual report in accordance with FCA
Handbook rule FUND3.3.5 may also be found in the AIFM's website
www.schroders.com/rem-disclosures, which will have the information
for the reporting period 31 December 2023.
Publication of Key Information Document ("KID") by the
AIFM
Pursuant to the Packaged Retail and
Insurance Based Products ("PRIIPs") Regulation, the Manager, as the
Company's AIFM, is required to publish a short KID on the Company.
KIDs are designed to provide certain prescribed information to
retail investors, including details of potential returns under
different performance scenarios and a risk/reward indicator. The
Company's KID is available on its webpages.
Warning to shareholders
Companies are aware that their
shareholders have received unsolicited telephone calls or
correspondence concerning investment matters. These are typically
from overseas-based 'brokers' who target UK shareholders, offering
to sell them what often turn out to be worthless or high risk
shares or investments.
These operations are commonly known
as 'boiler rooms'. These 'brokers' can be very persistent and
extremely persuasive.
Shareholders are advised to be wary
of any unsolicited advice, offers to buy shares at a discount or
offers of free company reports. If you receive any unsolicited
investment advice:
•
Make sure you get the correct name of the person and
organisation
•
Check that they are properly authorised by the FCA before getting
involved by visiting https://register.fca.org.uk.
•
Report the matter to the FCA by calling 0800 111 6768 or visiting
www.fca.org.uk/consumers/report-scam-unauthorised- firm.
•
Do not deal with any firm that you are unsure about.
If you deal with an unauthorised
firm, you will not be eligible to receive payment under the
Financial Services Compensation Scheme.
The FCA provides a list of
unauthorised firms of which it is aware, which can be accessed
at
https://www.fca.org.uk/consumers/unauthorised-firms-individuals#list.
More detailed information on this or
similar activity can be found on the FCA website at
https://www.fca.org.uk/consumers/protect-yourself-scams.
Dividends
Paying dividends into a bank or
building society account helps reduce the risk of fraud and will
provide you with quicker access to your funds than payment by
cheque.
Applications for an electronic
mandate can be made by contacting the Registrar,
Equiniti.
This is the most secure and
efficient method of payment and ensures that you receive any
dividends promptly.
If you do not have a UK bank or
building society account, please contact Equiniti for details of
their overseas payment service.
Further information can be found at
www.shareview.co.uk, including how to register with Shareview
Portfolio and manage your shareholding online.
Information about the Company
www.schroders.com/japantrust
Directors
Philip Kay (Chairman)
Helena Coles
Alan Gibbs
Angus Macpherson
Merryn Somerset Webb
Samantha Wren
Registered Office
1 London Wall Place
London EC2Y 5AU
Tel: +44 (0) 20 7658 6000
Advisers and service providers
Alternative Investment Fund Manager
(the "Manager")
Schroder Unit Trusts
Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager and Company Secretary
Schroder Investment Management
Limited
1 London Wall Place
London EC2Y 5AU
Email:
amcompanysecretary@schroders.com
Depositary and Custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Lending bank
SMBC Bank International
plc
99 Queen Victoria Street
London EC4V 4EH
Corporate broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Independent auditor
Deloitte LLP
2 New Street Square
London EC4A 3BZ
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder helpline:
0121-415-0207
Website: www.shareview.co.uk
Communications with shareholders are
mailed to the address held on the register. Any notifications and
enquiries relating to shareholdings, including a change of address
or other amendment should be directed to Equiniti Limited at the
address above.
Other information
Shareholder enquiries
General enquiries about the Company
should be addressed to the Company Secretary at the Company's
registered office.
Company number
02930057
Dealing codes
ISIN Number: GB0008022849
SEDOL Number: 0802284
Ticker: SJG
Global Intermediary Identification Number
(GIIN)
7T0909.99999.SL.826
Legal Entity Identifier (LEI)
549300SSPK3AXNJOC673
Privacy notice
The Company's privacy notice is
available on its webpages.
Status of announcement
2023 Financial Information
The figures and financial information for 2023 are extracted from
the published Annual Report and Accounts for the period ended 31
July 2023 and do not constitute the statutory accounts for that
year. The 2023 Annual Report and Accounts have been delivered to
the Registrar of Companies and included the Report of the
Independent Auditors which was unqualified and did not contain a
statement under either section 498(2) or section 498(3) of the
Companies Act 2006.
2024 Financial Information
The 2024 Annual Report and Financial Statements include the Report
of the Independent Auditors which is unqualified and does not
contain a statement under either section 498(2) or section 498(3)
of the Companies Act 2006. The 2024 Annual Report and Accounts will
be delivered to the Registrar of Companies in due
course.
Neither the contents of the Company's webpages nor the contents of
any website accessible from hyperlinks on the Company's webpages
(or any other website) is incorporated into, or forms part of, this
announcement.